SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fee Required For the fiscal year ended December 31, 1994 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 No Fee Required For the transition period from to . Commission file number: 1-170-2 Amoco Corporation (Exact name of registrant as specified in its charter) Indiana 36-1812780 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 East Randolph Drive, Chicago, Illinois 60601 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: 312-856-6111 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, without par value New York, Chicago, Pacific, Toronto, Basel, Geneva, Lausanne and Zurich Stock Exchanges Guarantee of Amoco Company: 8 5/8% Debentures Due 2016 New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days: Yes X No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: X Aggregate market value of voting stock held by non-affiliates as of January 31, 1995, based on a closing price of $58 was approximately $28,700,000,000. Number of common shares outstanding as of January 31, 1995, was 495,449,383 shares. DOCUMENTS INCORPORATED BY REFERENCE Proxy Statement dated March 13, 1995. AMOCO CORPORATION INDEX Page PART I Items 1. and 2. Business and Properties Exploration and Production . . . . . . . . . . . . . . . . . . 4 Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Oil and Gas Sales Commitments . . . . . . . . . . . . . . . . . 11 Refining . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Transportation . . . . . . . . . . . . . . . . . . . . . . . . 12 Marketing of Petroleum Products . . . . . . . . . . . . . . . . 13 Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Other Operations . . . . . . . . . . . . . . . . . . . . . . . 15 Research . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Competition . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Government Regulation . . . . . . . . . . . . . . . . . . . . . 17 Environmental Protection . . . . . . . . . . . . . . . . . . . 18 Executive Officers of the Registrant . . . . . . . . . . . . . 19 Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 20 Item 4. Submission of Matters to a Vote of Security Holders . . . 21 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . 22 Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . 23 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . 24 Item 8. Financial Statements and Supplemental Information . . . . 36 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . 79 PART III Item 10. Directors and Executive Officers of the Registrant . . . 79 Item 11. Executive Compensation . . . . . . . . . . . . . . . . . 79 Item 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Item 13. Certain Relationships and Related Transactions . . . . . 79 PART IV Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 2 AMOCO CORPORATION _______________ PART I Items 1. and 2. Business and Properties Amoco Corporation was incorporated in Indiana in 1889 and has its principal executive offices at 200 East Randolph Drive, Chicago, Illinois 60601. Amoco Corporation is a parent corporation concerned with overall policy guidance, financing, coordination of operations, staff services, performance evaluation and planning for its subsidiaries. Amoco Corporation and its consolidated subsidiaries (herein collectively also called "Amoco" or the "Corporation") form a large integrated petroleum and chemical enterprise. There are three principal wholly owned subsidiaries. These subsidiaries and the businesses in which they are engaged are summarized below: Amoco Production Company . Exploration, development and production of crude oil, natural gas, and natural gas liquids, and marketing of natural gas. Amoco Oil Company . . . . . Refining, marketing and transporting of petroleum and related products. Amoco Chemical Company . . Manufacture and sale of chemical products. Amoco Company, a wholly owned subsidiary of Amoco Corporation, is the holding company for these three subsidiaries and substantially all other petroleum and chemical operating subsidiaries except Amoco Canada Petroleum Company Ltd. ("Amoco Canada"), which is wholly owned by Amoco Corporation. Amoco Corporation has guaranteed the outstanding public debt obligations of Amoco Company. Summarized financial information relating to Amoco Company is disclosed in Note 22 to the Consolidated Financial Statements. Amoco Corporation and Amoco Company have guaranteed certain debt issues of Amoco Canada. See Note 9 to the Consolidated Financial Statements. In 1994, a major restructuring occurred that effectively eliminated the role of the three principal subsidiaries as operating entities. The new organization is structured around 17 business groups divided into three sectors - exploration and production, petroleum products and chemicals. The Exploration and Production Sector ("E&P") includes U.S. Operations, International Operations, Canada, Natural Gas, Worldwide Exploration, Eurasia and E&P Technology. The Petroleum Products Sector includes Refining, Marketing, Supply and Logistics and International Business Development. The Chemicals Sector includes Chemical Feedstocks (aromatics, paraxylene, olefins and styrene), Chemical Intermediates (purified terephthalic acid ("PTA") and industrial chemicals), Polymers (polypropylene, polystyrene, engineering polymers and carbon fibers), Fabrics and Fibers, Foam Products and Development and Diversification. The sectors generally follow the manner in which business segments are 3 reported. The refining, marketing and transportation business segment includes the petroleum products sector and the transportation and wholesale marketing of natural gas liquids ("NGL") and domestic natural gas. Selected financial information by industry segment and geographic area for the three years ended December 31, 1994, is presented in Note 23 to the Consolidated Financial Statements. WORLDWIDE OPERATIONS Exploration and Production Amoco is actively engaged in exploration for oil and gas in onshore and offshore areas of the United States, Canada and various countries outside North America. United States offshore efforts are conducted primarily in the Gulf of Mexico in both shallow and deep water. Foreign exploration activities are carried out primarily in the Alberta Basin of Canada, the North Sea (United Kingdom, Norway and the Netherlands), the Gulf of Suez and Nile delta (Egypt), the Arabian Peninsula (Sharjah, Oman and Yemen), West Africa (Gabon and Nigeria), Europe (Poland and Romania), Australia, China, New Zealand, South America (Argentina, Colombia and Venezuela) and Trinidad. Amoco's U.S. production of crude oil, condensate, NGL, and natural gas is principally in the states of Texas, Wyoming, Louisiana, New Mexico, Colorado, Kansas, Oklahoma and Alaska, and offshore in the Gulf of Mexico. Principal foreign oil and gas production is located in Egypt, Trinidad, Canada, Sharjah, United Kingdom, Argentina, the Netherlands and Norway. Worldwide net production of liquid hydrocarbons in 1994 was 668,000 barrels per day, 1 percent below 1993. United States liquids production was 292,000 barrels per day in 1994, 4 percent below 1993. The decrease in U.S. liquids production primarily reflected normal field declines. Worldwide net production of natural gas increased 2 percent in 1994. In the U.S., natural gas production was up 3 percent to 2,520 million cubic feet per day as a result of increased deliverability and increased marketing efforts. Amoco's net production of oil and gas for the three years ended December 31, 1994, which includes applicable volumes produced 4 under service contracts and production sharing agreements in certain foreign countries, is summarized below: United States Canada Europe Other Worldwide Crude oil and natural gas liquids* (thousands of barrels per day) 1994 . . . . . . . . . . 292 73 66 237 668 1993 . . . . . . . . . . 305 84 51 238 678 1992 . . . . . . . . . . 321 89 55 246 711 Natural gas (millions of cubic feet per day) 1994 . . . . . . . . . . 2,520 821 335 552 4,228 1993 . . . . . . . . . . 2,443 916 259 530 4,148 1992 . . . . . . . . . . 2,388 813 267 500 3,968 *U.S. production includes NGL from processing plants in which Amoco has an ownership interest of 55, 54 and 60 thousands of barrels per day for the years 1994, 1993 and 1992, respectively. At year-end 1994, Amoco owned entirely or had an ownership interest in 59 natural gas processing plants in the United States, of which it was the operator for 33. Amoco continued optimization of production from existing waterflood and improved oil recovery operations in 1994. These projects are predominately located in the Permian Basin in West Texas and in Colorado and Wyoming. Collectively, they account for approximately 65 percent of Amoco's net U.S. crude and condensate production. In addition to the eight company-operated carbon dioxide ("CO2") flood projects already in operation in 1994, Amoco capitalized on existing infrastructure to initiate a new CO2 flood in the Cedar Lake Field located in the Permian Basin. Implementation of this project involved the drilling of 32 new wells and the installation of a pipeline to connect to Amoco's company- operated Mallet CO2 gas processing plant. First injection of CO2 occurred in August 1994. In an effort to further enhance its Permian Basin portfolio of waterfloods, Amoco acquired additional working interest in the North Hobbs Unit and divested its interest in the Prentice Northeast Unit. Amoco maintained 1994 production and drilling operations in the U.S. Gulf of Mexico at approximately the same levels as 1993. During 1994, Amoco drilled or participated in the drilling of 41 development and extension wells of which 34 were producers. Of the total wells drilled, Amoco operated 15. The development of Amoco's U.S. deep water holdings progressed substantially during 1994 and included approval of Amoco's participation in the Ram/Powell project in the Gulf of Mexico. Amoco's share of total Ram/Powell development expenses, through the project life, is estimated to be $286 million. First production is expected to occur in late 1997. Amoco's other deep water prospects are in earlier stages of development. 5 Amoco continues to aggressively drill infill locations in the Hugoton field in Kansas, and the Red Oak Field in Oklahoma. In 1994, 86 company-operated natural gas wells were drilled in these areas. The Hugoton and Red Oak fields produced 416 million cubic feet of natural gas per day in 1994 compared to 400 million cubic feet in 1993. New agreements have been entered into which could result in substantial investments in the Hugoton field to develop, gather, process, market and transport natural gas. Amoco is continuing engineering studies for construction of a proposed 500 million cubic feet per day NGL processing plant in the Hugoton field. In North America in 1994, Amoco continued to increase its efforts in the marketing of natural gas and the purchase and resale of natural gas from third parties. In the United Kingdom, a link was established during 1994 between the Amoco-operated Central Area Transmission System ("CATS") natural gas pipeline in the North Sea and the British Gas National Transmission System. This $17 million link is expected to be operational by the end of 1995. In addition, work commenced on a $120 million project to construct additional natural gas processing facilities onshore at Teesside, England. These two projects represent a continuation of Amoco (U.K.) Exploration Company's effort to maximize returns on the North Sea infrastructure assets. The 255-mile CATS pipeline has a capacity in excess of 1.6 billion cubic feet of natural gas per day, of which contracts have been concluded for use of 1.2 billion cubic feet per day. Amoco Argentina Oil Company ("Amoco Argentina") revised its contract with the former Argentine national oil company, YPF S.A., effective January 1, 1995. Under the previous contract, Amoco's net production was 35,400 barrels per day, representing 75.6 percent of the total oil produced. YPF S.A. received the remaining 24.4 percent and was responsible for all tax liabilities, including Amoco Argentina's. The revised contract increases Amoco's net production to 44,800 barrels per day representing 87.8 percent of the total oil produced. This includes three additional fields, which are expected to produce 4,300 barrels per day. These fields were added to the contract area yielding a total production level of 51,000 barrels (gross) per day. In exchange for the incremental production entitlements, Amoco Argentina assumed responsibility for tax liabilities previously paid on its behalf by YPF S.A. In Sharjah, Amoco and its partners brought the Kahaif natural gas field on stream, completed a liquified petroleum gas plant expansion project, and added gas reinjection facilities for a combined cost of $89 million during 1994. Production from the new Kahaif natural gas field began in June and averaged as much as 200 million cubic feet per day by the end of the year. Significant natural gas and condensate reserves were discovered by the Opon No. 3 well in Colombia. Amoco is the operator and holds a 60 6 percent working interest in the block. A confirmation well is expected to be drilled in 1995. In 1994, Amoco Trinidad Oil Company brought the Immortelle gas field on stream and started development of the Banyan gas field which is expected to begin production near the end of the first quarter 1995. Amoco made major natural gas discoveries off the East Coast of Trinidad and Tobago in 1994. Amoco is actively working to develop a market for these reserves and is conducting feasibility studies for a liquefied natural gas facility that will allow monetization of these natural gas resources in a worldwide market. Two natural gas discoveries were made offshore Egypt in the Nile Delta area; six additional wells are expected to be drilled in 1995. Amoco has entered into an agreement with Egypt and an Italian company to form the first private natural gas pipeline company to transport natural gas from the Nile Delta to a growing regional market. Amoco Orient Petroleum Company commenced development of the Liuhua Field in 1993 after approval by the People's Republic of China. Amoco is the operator and has a net working interest of 24.5 percent after a partnering agreement was approved in early 1994. Estimated cost of development is $650 million with first production expected in early 1996. 7 Average sales prices (including transfers) and production costs per unit of oil and gas produced, for the three years ended December 31, 1994, are as follows: United States Canada Europe Other 1994 Average sales prices: Crude oil (per barrel) . . . $14.82 $13.38 $15.49 $14.23 Natural gas liquids (per barrel) . . . . . . . . . . $ 9.39 $ 8.75 $ -- $ -- Natural gas (per mcf) . . . $ 1.66 $ 1.39 $ 2.23 $ .89 Average production costs (per equivalent barrel) (1) . . . $ 3.89 $ 3.62 $ 6.62 $ 3.84 1993 Average sales prices: Crude oil (per barrel) . . . $15.96 $13.94 $17.69 $15.87 Natural gas liquids (per barrel) . . . . . . . . . . $10.79 $ 9.44 $ -- $ -- Natural gas (per mcf) . . . $ 1.88 $ 1.31 $ 1.97 $ .81 Average production costs (per equivalent barrel) (1) . . . $ 4.42 $ 3.27 $ 6.43 $ 4.01 1992 Average sales prices: Crude oil (per barrel) . . . $17.79 $16.19 $18.86 $17.62 Natural gas liquids (per barrel) . . . . . . . . . . $11.43 $ 9.56 $ -- $ -- Natural gas (per mcf) . . . $ 1.65 $ 1.15 $ 2.06 $ .86(2) Average production costs (per equivalent barrel) (1) . . . $ 4.50 $ 4.44 $ 6.65 $ 4.29(2) (1) Production costs are shown on a dollar-per-barrel basis after converting natural gas into equivalent barrel units. Natural gas was converted on the basis of approximate relative energy content. (2) Excludes effects of natural gas contract settlements; see Note 2 to the Consolidated Financial Statements. 8 Reported average sales prices represent recorded revenues for oil and gas production quantities sold or transferred. In some cases, particularly in overseas areas, recorded revenues reflect adjustments for royalties, net profits interests, and other contractual provisions. Accordingly, the reported per barrel figures do not necessarily represent actual average prices at which sales and transfer transactions occurred. Production costs include costs involved in lifting oil or gas to the surface and in gathering, treating, field processing and field storage. Such costs include operating labor, repairs and maintenance, materials, supplies and fuel consumed. Also included are operating costs of NGL plants because Amoco includes the operations of these plants in the exploration and production business segment. Data regarding Amoco's exploratory and development drilling activities during the three years ended December 31, 1994, are summarized below: United States Canada Europe Other Worldwide 1994 Net exploratory wells: Productive . . . . . . 43 39 -- 11 93 Dry . . . . . . . . . 12 16 8 9 45 Total . . . . . . . . 55 55 8 20 138 Net development wells: Productive . . . . . . 457 114 2 98 671 Dry . . . . . . . . . 15 14 -- 10 39 Total . . . . . . . . 472 128 2 108 710 Total net wells . . . 527 183 10 128 848 1993 Net exploratory wells: Productive . . . . . . 29 26 -- 9 64 Dry . . . . . . . . . 6 5 2 11 24 Total . . . . . . . . 35 31 2 20 88 Net development wells: Productive . . . . . . 238 70 8 66 382 Dry . . . . . . . . . 10 3 1 1 15 Total . . . . . . . . 248 73 9 67 397 Total net wells . . . 283 104 11 87 485 1992 Net exploratory wells: Productive . . . . . . 27 17 -- 1 45 Dry . . . . . . . . . 52 27 4 20 103 Total . . . . . . . . 79 44 4 21 148 Net development wells: Productive . . . . . . 313 59 3 97 472 Dry . . . . . . . . . 11 9 -- 1 21 Total . . . . . . . . 324 68 3 98 493 Total net wells . . . 403 112 7 119 641 9 Shown below are wells in process of being drilled at December 31, 1994: United States Canada Europe Other Worldwide Gross wells . . . . . . . 136 7 3 16 162 Net wells . . . . . . . . 68 6 1 11 86 The number of wells owned by Amoco at December 31, 1994, were as follows: United States Canada Europe Other Worldwide Gross wells owned: Oil wells . . . . . . . . 22,589 7,295 172 2,302 32,358 Gas wells . . . . . . . . 13,984 1,895 175 70 16,124 Total . . . . . . . . . 36,573 9,190 347 2,372 48,482 Net wells owned: Oil wells . . . . . . . . 8,213 3,216 43 2,288 13,760 Gas wells . . . . . . . . 8,078 747 68 48 8,941 Total . . . . . . . . . 16,291 3,963 111 2,336 22,701 Multiple completion wells included above: Gross wells . . . . . . . 1,523 305 -- -- 1,828 Net wells . . . . . . . . 641 193 -- -- 834 Amoco's proved and unproved acreage holdings, including acreage held under reservations, permits, options or similar arrangements at December 31, 1994, are summarized below: United States Canada Europe Other Worldwide (thousands of acres) Gross acres: Proved . . . . . . . . 5,281 2,340 270 684 8,575 Unproved . . . . . . . 10,830 4,552 7,273 47,238 69,893 Reservations, permits, options, etc . . . . . 133 4,367 -- -- 4,500 Total . . . . . . . . 16,244 11,259 7,543 47,922 82,968 Net acres: Proved . . . . . . . . 2,315 1,426 78 313 4,132 Unproved . . . . . . . 4,308 2,634 3,390 29,007 39,339 Reservations, permits, options, etc . . . . . 66 3,329 -- -- 3,395 Total . . . . . . . . 6,689 7,389 3,468 29,320 46,866 10 Reserves This section should be read in conjunction with data on reserves presented in "Supplemental Information" to the Consolidated Financial Statements. Amoco replaced 128 percent of its production on an oil-energy equivalent basis during 1994. Excluding the sale and purchase of properties, which primarily involved sales of interests in Norway, Canada, and a partial sale of interest in China, the production replacement rate was 133 percent. The tables on pages 75 and 76 set forth by geographic area net proved reserves as of December 31, 1994, 1993, 1992, and 1991 including reserves in which Amoco holds economic interest under production sharing and other types of operating agreements with foreign governments. Adding to 1994 reserves were major discoveries in the Gulf of Mexico, Trinidad, the North Sea, and Colombia plus extensions in Canada, the United States, and Egypt. Improved recovery additions in Egypt, and West Texas enhanced recovery projects were also significant. Upward revisions of reserves also occurred in Trinidad and Egypt. As of March 1, 1995, no major discovery or significant event has occurred that would have a material effect on the estimated proved reserves reported at December 31, 1994. Shown below are estimated proved reserves as of December 31, 1994 and 1993: Crude Oil & NGL Natural Gas (millions of (billions of barrels) cubic feet) Net proved reserves: December 31, 1994 . . . . . . . . . 2,205 18,521 December 31, 1993 . . . . . . . . . 2,223 17,650 Net proved developed reserves: December 31, 1994 . . . . . . . . . 1,914 15,538 December 31, 1993 . . . . . . . . . 1,976 15,255 Amoco has been required to file certain oil and gas reserve information with various governmental agencies and committees, including the Department of Energy ("DOE"), in connection with a variety of matters. Reserve estimates furnished to such authorities or agencies were determined on the same basis as the estimates contained herein, except for differences in format and definition as prescribed by the requesting authority. Oil and Gas Sales Commitments Amoco sells gas from its producing operations under a variety of contractual arrangements. Amoco has several gas sales contracts that specify obligations to make available fixed and determinable quantities. 11 Amoco has 54 such contracts in the United States which, as of December 31, 1994, provide for the potential future delivery over the next three years of 826 billion cubic feet ("BCF") of natural gas. Amoco expects this commitment to be fulfilled from proved reserves. Amoco (U.K.) Exploration Company has a gas contract with Teesside Power Limited which provides deliveries over a three-year period as of December 31, 1994, of approximately 57 BCF of natural gas. Amoco expects this commitment to be fulfilled from reserves currently being developed. Amoco Canada has 12 outstanding natural gas contracts as of December 31, 1994. Over the next three years, deliveries under these contracts total approximately 350 BCF of natural gas, which Amoco anticipates will be fulfilled from proved reserves. Satisfying Amoco's obligations under sales contracts that specify fixed and determinable quantities is not expected to have a material adverse effect on Amoco's operations or earnings. These contracts do not limit potential gains due to future increases in market prices since essentially all are based on market postings or an index basis, or are negotiated annually. Refining Amoco owns and operates five refineries in the United States. The daily operable capacity of these refineries in 1994, is shown below: Daily Operable Location of Refinery Capacity (barrels) Texas City, Texas . . . . . . . . . . . . . . . . . . . . . . 433,000 Whiting, Indiana . . . . . . . . . . . . . . . . . . . . . . 400,000 Mandan, North Dakota . . . . . . . . . . . . . . . . . . . . 58,000 Yorktown, Virginia . . . . . . . . . . . . . . . . . . . . . 53,000 Salt Lake City, Utah . . . . . . . . . . . . . . . . . . . . 40,000 Total . . . . . . . . . . . . . . . . . . . . . . . 984,000 Daily U.S. input to crude units averaged 959,000 barrels in 1994, 958,000 barrels in 1993, and 936,000 barrels in 1992. Crude unit utilization was 97.5 percent in 1994 compared with 96.9 percent in 1993. Energy efficiency improved in line with long-range energy conservation plans with consumption declining 11 percent since 1988. Refinery investments focused on environmental compliance, sustaining reliable operations and increasing crude flexibility. Transportation Amoco operates extensive transportation facilities for crude oil, refined products, NGL, carbon dioxide and petrochemical feedstocks in the United States. Crude oil is transported from most of the oil-producing areas of the continental United States to refining centers in the Rocky Mountain, midwestern and southwestern states. The crude oil system delivers directly to 11 refineries, four of which are owned by Amoco. 12 Indirectly, the system serves some 35 refineries of other companies through connecting common carrier pipelines. In addition, the common carrier refined petroleum product system is connected to three refineries. Chemical feedstock lines receive product directly from Amoco refineries and other Amoco plants, and deliver directly to various plants. In Canada, NGL are gathered and then transported through a system of owned, partially owned and common carrier pipelines in Canada and the northern United States. In total, Amoco's pipeline network in North America aggregates 17,118 miles, consisting of 2,782 miles of gathering lines and 14,336 miles of trunk lines. In 1994, shipments through Amoco's pipelines system in North America totaled 415 million barrels of crude oil and 388 million barrels of refined products and feedstocks. Minority interests are also owned in 10 other common carrier pipeline companies, including Amoco's 14.3 percent interest in Colonial Pipeline Company, a common carrier refined products pipeline system which runs 1,600 miles from near Houston, Texas, to the New York City area, and its 10.5 percent interest in Endicott Pipeline, a crude oil pipeline system which runs from the Beaufort Sea to the Trans Alaska Pipeline. Amoco also owns and leases a number of trucks and railcars which are used to transport crude oil, raw materials, refined products and chemicals in the United States. As of December 31, 1994, Amoco owned four U.S. Flag tug/barges and bareboat chartered another tug/barge giving Amoco an aggregate of 100 thousand deadweight tonnage ("DWT"). Amoco was also committed under five-year time charters to three international flag tankers, totaling approximately 240 thousand DWT. An additional 226 thousand DWT was time chartered on a short-term basis, of which 42 thousand DWT was for a U.S. Flag tanker. Marketing of Petroleum Products The principal refined products manufactured and marketed by Amoco are gasolines, jet fuels, diesel fuels, heating oils, asphalt, residual fuels, motor oils, greases and lubricants and coke. Motor gasolines, diesel fuels, heating oils and motor oils are sold under various brand names and trade names, the principal ones of which include the words AMERICAN, AMOCO, LDO, PERMALUBE and in the midwestern states, STANDARD. Amoco also sells large quantities of liquefied petroleum gas and NGL. Amoco also offers convenience merchandise and related services to motorists. In the United States, Amoco's marketing of petroleum products is concentrated in the midwest, east and southeast. Amoco supplies about 9,600 gasoline retail outlets, of which approximately 3,000 are either owned or leased. While most of these outlets are independently maintained, a small percentage is directly operated by Amoco. Amoco continues to reposition its marketing operations by acquisitions, asset recapitalization and construction of high-volume pumpers while upgrading and modernizing existing stations. In 1994, Amoco's U.S. refined product 13 sales increased 4 percent over 1993. Sales of gasoline increased 3 percent, while sales of distillates increased 5 percent, compared with the prior year. Amoco's marketing operations continue to improve efficiency with further expansion of Electronic Sales Processing, installation of credit card acceptors in dispensers and debit cards. In Canada, Amoco is engaged in the wholesale marketing of NGL, which consists of ethane, propane, butanes and pentanes extracted from natural gas. The majority of Amoco's NGL is marketed on a wholesale basis under annual supply contracts which provide for price redetermination based on prevailing market prices. Sales volumes of refined products for the three years ended December 31, 1994, are detailed below: 1994 1993 1992 (thousands of barrels per day) United States: Gasoline . . . . . . . . . . . . . . 612 597 580 Distillates . . . . . . . . . . . . . 369 350 334 Other products . . . . . . . . . . . 196 184 174 Subtotal . . . . . . . . . . . . . . 1,177 1,131 1,088 Canada . . . . . . . . . . . . . . . . 173 172 169 Other . . . . . . . . . . . . . . . . . 11 9 8 Total . . . . . . . . . . . . . . . 1,361 1,312 1,265 Chemicals Amoco produces and markets a variety of chemicals, such as aromatic acids, used in the manufacture of polyester fibers, films and resins; olefins; polystyrene and styrene monomer used in plastics and synthetic rubber; polypropylene resins used in molded products, fibers and films; polypropylene carpet backing, industrial fabrics, staple fiber and filament yarn; polystyrene foam serving, insulating and packaging materials; aromatic solvents for the paint industry; trimellitic anhydride used principally in plasticizers; polybutene used in lubricating oil additives; and engineering polymers and carbon fibers. Amoco's principal thermoplastic resins, AMODEL and UDEL, are used in a variety of markets, including automotive, electronic, business machine and industrial applications. Amoco's principal North American chemical and plastic products facilities are located at Alvin, Baytown, Corsicana and Texas City, Texas; Decatur and Roanoke, Alabama; Beech Island, Greenville, Rock Hill, Seneca, Spartanburg, and the Cooper River plant near Mount Pleasant, South Carolina; Rocky Mount and Greensboro, North Carolina; Malvern, Arkansas; Atlanta, Augusta, Bainbridge, Hazlehurst and Nashville, Georgia; Joliet, Willow Springs and Wood River, Illinois; Fresno and La Mirada, California; Yakima, Washington; Afton and Winchester, Virginia; Chippewa Falls, Wisconsin; Marietta, Ohio; and Hawkesbury and Brantford, Ontario. A wholly owned chemical plant at Geel, Belgium manufactures aromatic acids, PTA, purified isophthalic acid and polypropylene. Facilities for the fabrication of carpet backing and industrial cloth from polypropylene 14 are located in the United Kingdom, Germany, Australia and Brazil. In 1994, Amoco began construction of a wholly-owned PTA plant in Malaysia, with annual capacity of 500,000 tons; start-up is expected in the second half of 1996. Amoco also holds a 50 percent interest in a fabrics plant in China; a 50 percent interest in an isophthalic acid plant in Japan; and the following interests in PTA plants: 49 percent in Brazil; 50 percent in Taiwan; 35 percent in South Korea; and 9 percent in Mexico. Amoco is also expanding its joint-venture PTA plants in South Korea and Taiwan by 250,000 tons and 420,000 tons per year, respectively. Completion of these projects is scheduled for mid-1995. The following table sets forth trade sales of chemical products for the three years ended December 31, 1994: 1994 1993 1992 (millions of dollars) Chemical feedstocks - Aromatics, olefins and styrene . . . . . . . . . . . . . . $ 628 $ 527 $ 576 Chemical intermediates - PTA, industrial chemicals and petroleum additives . . 1,842 1,442 1,514 Polymers . . . . . . . . . . . . . . . . . 697 545 526 Fabrics and fibers . . . . . . . . . . . . 936 717 837 Foam products . . . . . . . . . . . . . . . 252 226 233 Other products . . . . . . . . . . . . . . 4 5 7 Total . . . . . . . . . . . . . . . . . $ 4,359 $ 3,462 $ 3,693 Other Operations Amoco's wholly owned subsidiary, Ecova Corporation ("Ecova"), formerly Waste-Tech Services, Inc., provides consulting, engineering, remediation and in-plant services for the petroleum and petrochemical industries. Ecova announced plans to sell its 45,000-ton-per-year hazardous-waste incinerator in Nebraska in late 1994; the sale is expected to close in 1995. Also, in March 1995, Amoco announced that it will exit the environmental remediation and consulting business. It will enter negotiations for a possible management buyout of the company. If a buyout agreement is not reached, the majority of Ecova's operations would be liquidated or divested. Disposition of these facilities and business is not expected to have a material effect on revenues, depreciation or income. Amoco has a wholly owned real estate subsidiary, AmProp Inc. ("AmProp"), which was formed in late 1988. AmProp was established to identify ways to enhance the value of Amoco's proprietary real estate holdings, to realize the value which Amoco occupancy brings to a project and to develop a portfolio of actively managed real estate investments. Through a finance company which is wholly owned by Amoco, AmProp has structured borrowings secured by existing Amoco real estate assets. The real estate investments have been developed in partnerships with local 15 developers. AmProp is the general partner with a controlling interest in each venture partnership. Much of Amoco's high technology new business development is consolidated into a separate operating subsidiary, Amoco Technology Company. Currently, the operating company has four areas of major focus: optoelectronics (lasers), photovoltaics (solar power), DNA-based diagnostic products and biotechnology-based nutritional products. One of the wholly owned ventures of Amoco Technology Company is in the laser industry, making and selling fiber optic based equipment and systems to the telecommunications industry. Another venture, Solarex, manufactures and markets both semicrystalline and amorphous silicon modules that produce electricity directly from sunlight. In January 1995, Amoco and Enron Corporation agreed to form a new general partnership to continue to manufacture photovoltaic modules and develop solar powered electric generation facilities. The joint venture, Amoco/Enron Solar owns the business previously operated by Solarex Corporation. A separate division, Amoco/Enron Solar Power Development, assumed the responsibility for development of worldwide power marketing for projects that produce and sell solar energy. The remaining three companies owned by Amoco Technology Company are in the diagnostic and biotechnology-based nutritional products areas. One develops and sells diagnostic products based on nucleic acid probes; another manufactures analytical instruments and re-agents used in genetic engineering research; and a third has developed supplements for animal nutrition. During 1994, Amoco Technology Company sold IntelliGenetics, which develops and sells DNA and protein sequence analysis software for genetic research to Oxford Molecular Group ("OMG"). As part of the sale, Amoco maintained a 15 percent equity position in OMG. OMG is a leading European developer of computer-aided molecular design software and database management systems for use principally by companies in the fields of pharmaceutical and biotechnology research. Research Research operations are conducted at two major research centers. At Tulsa, Oklahoma, research activities are directed toward new and improved methods for finding and producing crude oil and natural gas. At Naperville, Illinois, research is conducted to develop new and enhanced chemical and petroleum products and processes. These efforts include improvement of product performance and methods used in the manufacturing of chemicals and polymers, refining of crude oil and the development of technology for producing synthetic fuels. Research and development in support of biotechnology, physical technology and photovoltaics are also carried out at Naperville, Framingham, Massachusetts, Newtown, Pennsylvania and Downers Grove, Illinois. 16 Expenditures for research and technology development activities totaled $255 million in 1994, $292 million in 1993 and $300 million in 1992. An average of 1,382, 1,593 and 1,512 professional employees were engaged full-time in these activities during 1994, 1993 and 1992, respectively. Employees Amoco had 43,205 employees in its worldwide operations as of December 31, 1994. Of this total, 35,664 were located in the United States, with approximately 15 percent represented by various labor organizations. The remaining 7,541 employees were located in foreign countries, of which approximately 21 percent were represented by labor groups. Competition All phases of the petroleum and chemical industries, comprising numerous competitors large and small, are highly competitive, including the search for and development of new sources of supply; the construction and operation of crude oil and refined products pipelines; and the refining, manufacturing, distributing and marketing of petroleum and chemical products. The petroleum industry also competes with other industries in supplying energy, fuel and other needs of consumers. Amoco does not consider one or a small group of competitors to be dominant in the industries in which it competes. Amoco is the largest corporate producer of natural gas in the United States, and it is the largest private owner of natural gas reserves in North America. Amoco believes that it ranked eighth in crude oil and natural gas liquids production in the United States in 1994. During 1994, Amoco marketed about 7 percent of the refined products sold in the United States. Amoco sells refined products in 30 states. Amoco was also active in approximately 40 countries. Amoco is among the largest U.S. chemical companies in terms of sales revenues. Amoco is the world's largest manufacturer of PTA, with annual capacity of 4.1 million metric tons, including joint ventures. Amoco is also the world's leading manufacturer of paraxylene with annual production capacity of 1.3 million metric tons. In addition, the discussion on pages 4-16 of this Form 10-K discloses more detailed information on product markets included in the various segments of Amoco's operations. Government Regulation Petroleum industry activities have been, and in the future may be, affected from time to time by political developments, both foreign and domestic, and federal, state and local laws, regulations and decrees, such as restrictions on production, imports and exports, crude oil and products allocation and rationing, price controls, tax increases and retroactive tax claims, expropriation of property, cancellation of contract rights and environmental protection controls. The likelihood of such occurrences and their overall effect upon Amoco vary from country to country and are not predictable. The DOE and the Federal Energy Regulatory Commission ("FERC") have jurisdiction over Amoco's common carrier pipelines engaged in the interstate transportation of oil. The Interstate Commerce Act requires 17 Amoco to file tariffs showing all rates, charges and regulations for movements through its common carrier pipeline system. FERC has the authority to establish rates for regulated movements. Various state agencies also regulate Amoco's common carrier pipelines engaged in the intra-state transportation of oil. An excise tax, commonly known as the Superfund tax, became effective on January 1, 1987. This tax is imposed to finance an $11.97 billion hazardous substance cleanup program. The tax consists of four parts: (1) a petroleum tax, imposed at a rate of 9.7 cents per barrel for domestic crude received at U.S. refineries and imported petroleum products (including crude oil). In addition, the Oil Spill Liability Trust Fund Tax became effective January 1, 1990. This tax, which is imposed at the rate of 5 cents per barrel and is an additional part of the petroleum tax portion of the Superfund tax imposed upon domestic crude and imported petroleum products (including crude oil), was suspended effective July 1, 1993; (2) a chemical feedstock tax, imposed at a rate of up to $4.87 per ton for taxable chemicals. Effective January 1, 1989, certain taxable substances, which are manufactured from chemicals subject to the chemical feedstock tax, are taxable on imports into the United States. On export, these substances are eligible for a credit or refund of the chemical feedstock tax paid on chemicals used in their manufacture; (3) a broad-based environmental tax, imposed at a rate of .12 percent of a corporation's "modified alternative minimum taxable income" in excess of $2 million as computed under the Tax Reform Act of 1986. This tax applies regardless of whether a taxpayer has any alternative minimum tax liability, and is scheduled to expire on January 1, 1996; and (4) an underground storage tank tax, which is imposed at a rate of .1 cent per gallon of gasoline and certain other fuels, and is scheduled to expire on January 1, 1996. Environmental Protection Federal, state and local environmental, health and safety laws and regulations continue to grow in both number and complexity, presenting Amoco and the industry with new challenges in attaining and maintaining compliance. This trend is also reflected in the international arena where Amoco has targeted new growth opportunities. Public concern about environmental quality and potential health risks are driving forces behind many new requirements. The activities of natural resource companies like Amoco are increasingly affected by these initiatives. Amoco's operations face stricter controls on releases of pollutants to the air, water, soil and ground water. Process equipment and pollution control devices continue to be upgraded, or new controls added, to comply with these standards. Waste handling and treatment strategies have been adopted to deal with restrictions on the land disposal of certain hazardous wastes, the liabilities imposed by federal and state waste handling and disposal laws and increasingly stringent wastewater treatment requirements. Remediation of contaminated sites under the Resource Conservation and Recovery Act, the federal Superfund law, and similar state laws is ongoing and will continue for the foreseeable future. Amoco has conducted environmental reviews of many refineries, 18 distribution facilities, services stations, oil and gas operations and other sites, and numerous projects are underway or completed to address the contamination found. Amoco's refining and marketing operations continue to adapt to current and future reformulated gasoline requirements under clean air laws. Amoco engages in a wide variety of activities as part of its commitment to environmental stewardship. Amoco has a program that conducts environmental, health and safety audits of facilities. The Crisis Management Plan seeks to provide prompt and effective responses to emergencies. Amoco has in place many worker health and safety programs. Amoco's International Standard of Care sets performance standards or goals that apply to Amoco's diverse operations. Amoco's 1994 capital expenditures for existing environmental regulations totaled $198 million. This sum excluded $479 million related to operating costs and amounts spent on research and development, and $119 million of mandated and voluntary spending charged against the remediation liability. Mandated and voluntary spending charged against the remediation liability in 1995 is expected to approximate the 1994 level. Capital expenditures in the environmental area are expected to approximate $180 million in both 1995 and 1996. Executive Officers of the Registrant Certain information required by Item 10 with respect to executive officers is incorporated by reference to pages 3-10 of Amoco's Proxy Statement dated March 13, 1995. The following table sets forth information concerning other executive officers of Amoco as of March 1, 1995: Served as Officer Name Principal Occupation Age Since R. Wayne Anderson . .Senior vice president, human resources 53 1986 John L. Carl . . . .Executive vice president and chief financial 47 1991 officer James E. Fligg . . .Executive vice president, chemicals sector 58 1991 L. Richard Flury . .Senior vice president, shared services 47 1994 W. Douglas Ford . . .Executive vice president, petroleum products 51 1992 sector William G. Lowrie . .Executive vice president, exploration and 51 1990 production sector John R. Reid . . . .Vice president and controller 52 1991 George S. Spindler .Senior vice president and general counsel 57 1989 An officer holds office until his or her resignation, removal, death, retirement or termination of employment with Amoco. All executive officers, with the exception of John L. Carl, have been employed by Amoco or its subsidiaries for more than five years. John L. Carl was elected Executive Vice President and Chief Financial Officer effective April 1, 1994. From October 1993 to April 1994, he was Senior Vice President 19 Finance and Controller of Amoco Corporation. Prior to that time, John L. Carl was Vice President and Controller of Amoco Corporation, elected effective February 1, 1991. From 1989 until joining Amoco, John L. Carl was Vice President and Chief Financial Officer for National Computer Systems in Minneapolis, Minnesota. From 1986 to 1989, John L. Carl was Vice President and Controller for Kraft, Inc., based in Glenview, Illinois. James E. Fligg was elected Executive Vice President in June 1993. His title changed to Executive Vice President, Chemicals Sector effective July 1, 1994. He was named President of Amoco Chemical Company in July 1991. From 1989 to 1991, James E. Fligg was Executive Vice President of Amoco Chemical Company. L. Richard Flury was elected Senior Vice President, Shared Services in July 1994. Shared Services consists of eight departments: information technology; facilities and services; business services; environment, health and safety; purchasing; analytical services; public and government affairs; and government relations. From 1993 until July 1994 he was both Chairman of Amoco Orient Company and Project Manager for an extensive study of Amoco's corporate support groups. L. Richard Flury served as Executive Vice President of Amoco Chemical Company from February 1991 to March 1993 and as Senior Vice President, Worldwide Exploration for Amoco Production Company from October 1989 to February 1991. W. Douglas Ford was elected Executive Vice President in June 1993. His title changed to Executive Vice President, Petroleum Products Sector effective July 1, 1994. He was named President of Amoco Oil Company in July 1992. From February 1991 to 1993, W. Douglas Ford was Executive Vice President of Amoco Oil Company. From July 1990 to January 1991, he was Vice President of Operations, Planning and Transportation of Amoco Oil Company. In 1989, W. Douglas Ford was Regional Production Manager for Amoco Production Company in Denver. William G. Lowrie was elected Executive Vice President in June 1993. His title changed to Executive Vice President, Exploration and Production Sector effective July 1, 1994. He was named President of Amoco Production Company in July 1992. In 1990, William G. Lowrie was President of Amoco Oil Company. From 1987 to 1990, he was Executive Vice President of Amoco Production Company. Except as previously described, others shown in the above table, who have been officers less than five years, served in substantially the same position but were not officers or had different officer titles. Item 3. Legal Proceedings Eleven proceedings instituted by governmental authorities are pending or known to be contemplated against Amoco and certain of its subsidiaries under federal, state and local environmental laws, each of which could result in monetary sanctions in excess of $100,000. No individual proceeding is, nor are the proceedings as a group, expected to have a material adverse effect on Amoco's liquidity, consolidated financial position or results of operations. Amoco estimates that in the aggregate the monetary sanctions reasonably likely to be imposed from these proceedings amount to approximately $5.4 million. 20 The Internal Revenue Service ("IRS") has challenged the application of certain foreign income taxes as credits against the Corporation's U.S. taxes that otherwise would have been payable for the years 1980 through 1989. On June 18, 1992, the IRS issued a statutory Notice of Deficiency for additional taxes in the amount of $466 million, plus interest, relating to 1980 through 1982. The Corporation has filed a petition in the U.S. Tax Court contesting the IRS statutory Notice of Deficiency. Trial on the matter is scheduled to commence in April 1995. A comparable adjustment of foreign tax credits for each year has been proposed for the years 1983 through 1989 based upon subsequent IRS audits. Similar challenges could arise relating to years subsequent to 1989. The Corporation believes that the foreign income taxes have been reflected properly in its U.S. federal tax returns. The Corporation is confident that it will prevail in the litigation. Consequently, this dispute is not expected to have a material adverse effect on the liquidity, results of operations, or the consolidated financial position of the Corporation. On January 21, 1994, a judgment was entered by the Superior Court of the State of California, County of Los Angeles, in favor of Amoco Chemical Company and Amoco Reinforced Plastics Company, subsidiaries of Amoco, against certain underwriters at Lloyd's of London and various other British and European insurance carriers, in AMOCO CHEMICAL COMPANY, et al, vs. CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON, et al. In that case Amoco alleged that the defendant insurers wrongfully refused to pay for the defense and settlement of product liability lawsuits arising from Amoco Reinforced Plastics Company's manufacture of irrigation and sewer pipe in the 1970's. Judgment was entered for $36 million in compensatory damages and $377 million in punitive damages. Motions for a new trial and judgment notwithstanding the verdict filed by the defendants have been denied. The trial court entered a remittitur (reduction) of the punitive damages to $71 million. A modified judgment reflecting the remittitur was entered on April 15, 1994, in the amount of $110 million. The defendants have filed an appeal. Accordingly, it is impossible at this time to predict the ultimate outcome of this case, however, it is not expected to have a material effect on the liquidity or consolidated financial position of Amoco. Amoco has various other suits and claims pending against it among which are several class actions for substantial monetary damages which in Amoco's opinion are not meritorious. While it is impossible to estimate with certainty the ultimate legal and financial liability in respect to these other suits and claims, Amoco believes that, while the aggregate amount could be significant, it will not be material in relation to its liquidity or its consolidated financial position. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the quarter ended December 31, 1994. 21 __________________________ PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters The principal public trading market for Amoco common stock is the New York Stock Exchange. Amoco common stock is also traded on the Chicago, Pacific, Toronto, and four Swiss stock exchanges. The following table sets forth the high and low share sales prices of Amoco common stock as reported on the New York Stock Exchange and cash dividends paid for the periods presented. Market Prices Cash Dividends High Low Per Share 1994 First quarter . . . . . . . . . $ 56 1/8 $ 50 7/8 $ .55 Second quarter. . . . . . . . . $ 60 $ 51 1/8 $ .55 Third quarter . . . . . . . . . $ 61 1/4 $ 56 3/4 $ .55 Fourth quarter. . . . . . . . . $ 64 1/8 $ 57 1/2 $ .55 1993 First quarter . . . . . . . . . $ 58 1/2 $ 48 1/8 $ .55 Second quarter. . . . . . . . . $ 59 1/4 $ 53 5/8 $ .55 Third quarter . . . . . . . . . $ 58 3/8 $ 52 3/8 $ .55 Fourth quarter. . . . . . . . . $ 59 $ 51 1/2 $ .55 Year-end 1994 and 1993 market prices were $59 1/8 and 52 7/8, respectively. Amoco had 134,776 shareholders of record at December 31, 1994. On January 24, 1995, the board of directors declared a quarterly cash dividend rate of 60 cents per share, an increase of 5 cents per share, or 9 percent, over the previous rate. 22 Item 6. Selected Financial Data The following selected financial data, as it relates to the years 1990 through 1994, have been derived from the consolidated financial statements of Amoco, including the consolidated statement of financial position at December 31, 1994 and 1993 and the related consolidated statement of income and consolidated statement of cash flows for the three years ended December 31, 1994, and the notes thereto, appearing elsewhere herein. 1994 1993 1992 1991 1990 (millions of dollars, except per-share amounts and ratios) Income statement data--Year ended December 31: Sales and other operating revenues (excluding consumer excise taxes) . $ 26,048 $ 25,336 $ 25,280 $ 25,325 $ 28,010 Net income (1) . . . . . $ 1,789 $ 1,820 $ 850 $ 1,173 $ 1,913 Net income per share (1) $ 3.60 $ 3.66 $ 1.71 $ 2.36 $ 3.77 Cash dividends per share $ 2.20 $ 2.20 $ 2.20 $ 2.20 $ 2.04 Ratio of earnings to fixed charges (2) . . . . 8.9 8.0 3.5 5.0 6.5 Balance sheet data-At December 31: Total assets . . . . . . $ 29,316 $ 28,486 $ 28,453 $ 30,510 $ 32,209 Long-term debt . . . . . $ 4,387 $ 4,037 $ 5,005 $ 4,470 $ 5,012 Shareholders' equity . . $ 14,382 $ 13,665 $ 12,960 $ 14,156 $ 14,068 Shareholders' equity per share . . . . . . . . . . $ 28.97 $ 27.53 $ 26.11 $ 28.52 $ 28.02 (1) Excludes cumulative effects of accounting changes of $(924) million in 1992, or $(1.86) per share, and $311 million in 1991, or $.62 per share. (2) Earnings consist of income before income taxes and fixed charges; fixed charges include interest on indebtedness, rental expense representative of an interest factor, and adjustments for certain companies accounted for by the equity method. 23 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion should be read in conjunction with the consolidated financial statements and accompanying notes and supplemental information. 1994 1993 1992 (millions of dollars except per-share amounts) Income before the cumulative effects of accounting changes . . . . . . . . . . $ 1,789 $ 1,820 $ 850 Cumulative effects of accounting changes -- -- (924) Net income (loss) . . . . . . . . . . . $ 1,789 $ 1,820 $ (74) Income per share before the cumulative effects of accounting changes . . . . . $ 3.60 $ 3.66 $ 1.71 Net income (loss) per share . . . . . . $ 3.60 $ 3.66 $ (.15) Consolidated net income for 1994 was $1,789 million, compared with $1,820 million earned in 1993. A net loss of $74 million was incurred in 1992, after charges of $924 million related to the cumulative effects of adopting Statement of Financial Accounting Standards ("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," and SFAS No. 109, "Accounting for Income Taxes." Return on shareholders' equity and return on capital employed were 12.8 and 10.2 percent, respectively, in 1994, compared with 13.7 and 10.6 percent, respectively, in 1993. Year-to-year comparisons in net income were affected by the unusual items that are summarized in the table below: incr./(decr.) net income 1994 1993 1992 (millions of dollars) Crude oil excise tax settlement . . . $ 270 $ -- $ -- Restructurings . . . . . . . . . . . (256) (170) (805) Environmental provisions . . . . . . (60) -- -- Gains on dispositions . . . . . . . . 45 190 -- Tax obligations and other . . . . . . 62 60 90 Sharjah natural gas settlement . . . -- -- 90 Earnings in 1994 benefited from settlements of crude oil excise taxes ("COET") of $270 million, a gain of $45 million related to the disposition of certain European oil and gas properties and tax adjustments relating to prior years totaling $62 million. Earnings in 1994 were reduced by charges of $256 million relating to Amoco's restructuring of operations, as discussed further on pages 31 and 32, and provisions for future environmental remediation expenditures relating to past operations totaling $60 million. Earnings for 1993 included gains of $190 million associated with the disposition of certain Canadian 24 properties and investments, and net tax benefits of $60 million. Adversely affecting 1993 results were after-tax charges of $170 million associated with the writedown of Congo exploration and production operations to current recoverable value. Excluding these items, 1994 earnings were about the same as 1993. Results of operations in 1994 reflected strong chemical earnings resulting from higher margins and volumes in major product lines. Refining, marketing and transportation earnings declined $408 million mainly because of lower refined product margins. Exploration and production earnings decreased in 1994 primarily as a result of lower energy prices. Sales and other operating revenues totaled $26 billion for 1994, 3 percent higher than the $25.3 billion in 1993, primarily resulting from increased chemical and natural gas sales volumes, and higher prices for chemical products. Costs and expenses on a worldwide basis amounted to $27.9 billion in 1994, 7 percent above 1993. Operating expenses of $4.7 billion were essentially level with 1993. Current-year restructuring charges of $169 million related to facility closings and dispositions; higher chemical manufacturing expenses resulting from new plant acquisitions in late 1993; and increased production costs overseas, were offset by the absence of the $210 million charge in 1993 related to the writedown of Congo exploration and production operations to current recoverable value. Exploration expenses increased $104 million primarily related to drilling activity. Selling and administrative expenses for 1994 were up 20 percent, primarily resulting from second-quarter 1994 restructuring charges of $225 million related to the severance of approximately 3,800 employees most of which are expected to occur by year-end 1995. Taxes other than income taxes increased over $500 million, resulting from higher consumer excise taxes. 1993 vs. 1992 Adjusting for unusual items and accounting changes, 1993 earnings were 18 percent, or $265 million, above the 1992 level, as a result of higher refined product margins in refining, marketing and transportation operations and improved chemical results. Also contributing to the improvement were higher U.S. natural gas prices and volumes and lower worldwide exploration and operating expenses. Costs and expenses totaled $26 billion in 1993, 4 percent lower than 1992. Operating expenses declined primarily reflecting the absence of 1992 restructuring charges of $757 million associated with losses on asset dispositions, partly offset by 1993 charges of $210 million related to the writedown of Congo exploration and production operations. The decline in selling and administrative expense primarily reflected the absence of 1992 restructuring charges of $457 million mainly related to severances. Also contributing to the decline in total expenses were 25 lower dry hole costs worldwide, which were $118 million lower than in 1992. Industry Segments Results on a segment basis for the five years ended December 31, 1994 are presented below. 1994 1993 1992 1991 1990 (millions of dollars) Exploration and production United States . . . . . . . . . . $ 848 $ 811 $ 778 $ 595 $ 861 Canada . . . . . . . . . . . . . . 125 338 (81) 31 57 Europe . . . . . . . . . . . . . . (63) (100) (103) 43 84 Other . . . . . . . . . . . . . 77 (54) 277 140 719 Refining, marketing and transportation 418 826 462 644 370 Chemicals . . . . . . . . . . . . . . 538 240 (94) 68 206 Other operations* . . . . . . . . . . (155) (45) (179) (69) (71) Corporate . . . . . . . . . . . . . . 1 (196) (210) (279) (313) Income before the cumulative effects of accounting changes . . . . . . . . . 1,789 1,820 850 1,173 1,913 Cumulative effects of accounting changes . . . . . . . . . . . . . . . -- -- (924) 311 -- Net income (loss) . . . . . $ 1,789 $1,820 $ (74) $1,484 $1,913 *Other operations include investments in laser manufacturing, photovoltaics and biotechnology; offshore contract drilling; interests in real estate development; and other activities. U. S. Exploration and Production 1994 1993 1992 1991 1990 Average U.S. selling price Crude oil (dollars per barrel) . . . . . $14.82 $15.96 $17.79 $18.31 $21.60 Natural gas liquids (dollars per barrel) . . . . . 9.39 10.79 11.43 11.69 12.84 Natural gas (dollars per mcf) . . . . . . . 1.66 1.88 1.65 1.52 1.83 In the United States, the exploration and production segment earned $848 million in 1994, compared with $811 million in 1993 and $778 million in 1992. In those years U.S. operations were affected by several items that are summarized in the table below: incr./(decr.) earnings 1994 1993 1992 (millions of dollars) Crude oil excise tax settlement . . . . . $ 90 $ -- $ -- Environmental provisions . . . . . . . . -- (63) -- Tax obligations . . . . . . . . . . . . . -- (25) -- Restructurings . . . . . . . . . . . . . (47) -- (94) 26 Adjusting the respective periods for the items shown, 1994 results were $94 million below 1993 mainly as a result of lower energy prices. Also contributing to the decline were lower crude oil production volumes. Partly offsetting were higher natural gas volumes, lower production costs, and lower depreciation, depletion and amortization expense. Amoco's U.S. natural gas prices averaged about $2 per thousand cubic feet ("mcf") during the first four months of 1994. Prices then declined throughout much of the remainder of the year, reflecting increased supply and the impact of mild winter weather on demand. Amoco's crude oil prices began the year around $12 per barrel and increased almost $5 per barrel by July, reflecting an improved worldwide supply-demand balance. Prices declined gradually for the remainder of the year, averaging $14.82, a decline of more than $1 per barrel compared with 1993. U.S. natural gas production averaged 2.5 billion cubic feet per day in 1994, 3 percent above 1993. Crude oil and natural gas liquids ("NGL") production averaged 292,000 barrels per day in 1994, 4 percent below 1993. NGL production in 1994 was essentially level with 1993, while crude oil production declined 6 percent, reflecting normal field declines. Non-U.S. Exploration and Production Operations outside the United States were affected by the items as shown below. incr./(decr.) earnings 1994 1993 1992 (millions of dollars) Gains on dispositions . . . . . . . . . . $ 45 $ 190 $ -- Restructurings . . . . . . . . . . . . . (20) (170) (258) Sharjah natural gas settlement . . . . . -- -- 90 Norwegian tax legislation . . . . . . . . -- -- (39) Canadian exploration and production operations earned $125 million in 1994. In 1993 earnings of $338 million included a gain of $120 million on the sale of 65 percent of Amoco's equity investment in Crestar Energy Inc. ("Crestar"). Amoco also sold a significant portion of non- core properties in 1993, benefiting results by $70 million. Excluding these items, 1994 earnings were $23 million lower than 1993 results, primarily reflecting lower crude oil and natural gas production volumes. Also contributing to the decline were higher dry hole costs and other exploration expenses of $70 million before tax. Partly offsetting were higher natural gas prices, which were about 6 percent above 1993 levels. Crude oil and NGL production, and natural gas production averaged 13 percent and 10 percent below the 1993 levels, respectively, primarily reflecting divestments of non-core Canadian properties. 27 Exploration and production activities in Europe incurred losses of $63 million in 1994 and $100 million in 1993. Included in 1994 results was a gain of $45 million on property dispositions. Crude oil and natural gas production in the North Sea was higher in 1994, following completion of projects in late 1993. These favorable effects and higher natural gas prices were partly offset by lower crude oil prices, higher exploration expenses of $27 million before tax, unfavorable currency effects of $29 million and higher expenses associated with activity in Eurasia. Crude and NGL production averaged 66,000 barrels per day in 1994, compared with 51,000 in 1993; natural gas production averaged 335 million cubic feet in 1994, up 29 percent compared with 1993. Exploration and production operations in other areas earned $77 million in 1994, compared with a loss of $54 million in 1993. Included in 1993 results were charges of $170 million related to the writedown of Congo operations to current recoverable value. Exclusive of these charges, results for 1994 were $39 million below 1993 mainly due to unfavorable currency effects of $25 million, lower crude oil prices and charges of $18 million related to the relinquishment of the Myanmar concession. Partly offsetting were lower exploration expenses and increased natural gas production, which averaged 552 million cubic feet per day in 1994, 4 percent higher than 1993, reflecting increased production in Trinidad. Crude oil and NGL production averaged 237,000 barrels per day in 1994, essentially level with 1993. 1993 vs. 1992 United States exploration and production operations earned $811 million in 1993 compared with $778 million in 1992. Excluding unusual items, 1993 results were $27 million above 1992 earnings, mainly as a result of higher natural gas prices and volumes and lower exploration expenses. Partly offsetting were lower crude oil prices and production volumes. In 1993 earnings outside the United States for exploration and production operations totaled $184 million, compared with $93 million in 1992. The increase in 1993 mainly resulted from gains on the divestment of a portion of the Crestar shares and other Canadian property dispositions of $190 million; decreased restructuring charges, which were $88 million lower in 1993 than in 1992; and the absence of 1992 charges of $39 million relating to the effects of Norwegian tax legislation. Partly offsetting were lower crude oil prices, unfavorable currency effects, higher expenses associated with increased activity in Eurasia and the absence of the $90 million Sharjah natural gas settlement. Outlook Uncertainty and volatility in crude oil and natural gas prices will continue to affect the oil industry. While results will be influenced by energy prices, Amoco will benefit from both past and ongoing cost 28 reduction programs. Amoco plans to continue to evaluate and divest marginal properties and underperforming assets. Amoco's exploration efforts will continue to target areas that offer the most potential for adding value. Amoco plans to pursue attractive new business opportunities worldwide, to adjust its actions to political and socioeconomic uncertainties, and to capitalize on its extensive natural gas resources. Refining, Marketing and Transportation United States 1994 1993 1992 1991 1990 Cents per gallon: Average selling price Gasoline . . . . . . . . . . 63.4 66.4 71.3 74.7 83.4 Total refined products . . . 54.5 57.5 60.9 64.9 72.9 Average cost of crude input . . 38.4 39.6 44.6 45.5 55.0 Percent: Refinery capacity utilization 97.5 96.9 95.3 90.9 91.8 Refinery yield . . . . . . . 107.2 106.8 106.9 106.9 106.3 Worldwide refining, marketing and transportation operations, which include U.S. petroleum products and Canadian natural gas liquids activities, earned $418 million for 1994, compared with earnings of $826 million for 1993 and $462 million for 1992. Earnings in 1994 declined $408 million compared with 1993, primarily due to lower U.S. refined product margins. Refined product margins decreased almost two cents per gallon from 1993 levels, resulting in part from a very competitive U.S. market. Overall selling prices averaged 55 cents per gallon in 1994, down from 58 cents per gallon in 1993. Also affecting 1994 earnings were charges of $60 million related to estimated future cost of environmental remediation activities, and restructuring charges of $41 million, primarily associated with severances. Included in 1993 earnings were unusual items favorably affecting results by $109 million. Refined product sales volumes in the United States averaged 1,177,000 barrels per day in 1994 compared with 1,131,000 barrels per day in 1993. Gasoline sales volumes were up 3 percent in 1994 while distillate sales increased 5 percent. Refining capacity utilization rate of 98 percent in 1994 compared with a 1993 utilization rate of 97 percent, reflecting continued operating efficiencies, despite unexpected disruptions and downtime in 1994. Canadian supply and marketing activities earned $86 million in 1994, 15 percent below 1993 results, primarily reflecting lower prices for NGL. Canadian NGL sales volumes of 173,000 barrels per day in 1994 were essentially level with 1993. 29 1993 vs. 1992 In 1993 earnings of $826 million compared with 1992 earnings of $462 million. The 1993 earnings improvement primarily resulted from higher refined product margins and lower operating costs. Outlook In a highly competitive environment, Amoco's operations are continually challenged to control costs and improve operating efficiencies. Amoco's earnings will continue to be affected by price volatility of crude oil and the overall industry supply-demand balance for refined products. Amoco will focus on emphasizing Amoco brand product quality and improving its position as a convenience retailer. Environmental initiatives, including a commitment to provide a product slate that is responsive to environmental concerns and regulations, will require additional investment in refining and marketing facilities. Amoco will continue to upgrade facilities and improve operating efficiencies. Chemicals Chemical operations earned $538 million for 1994, compared with earnings of $240 million in 1993 and a loss of $94 million in 1992. Results for 1994 included restructuring charges of $36 million, primarily related to severance costs. Adjusting for these charges, 1994 earnings improved $334 million over 1993 due to higher margins and sales volumes for major product lines, particularly purified terephthalic acid ("PTA") and olefins, reflecting strong consumer demand. Sales volumes for PTA were up 11 percent in 1994, as worldwide demand for PTA continued to grow. Olefins sales volumes were 14 percent higher than last year, reflecting strong growth in both domestic and export demand. The overall chemicals capacity utilization rates were 91 percent in 1994 and 88 percent in 1993. 1993 vs. 1992 In 1993 chemical operations earned $240 million compared with a loss of $94 million in 1992. Adjusting for $265 million in 1992 restructuring charges, 1993 earnings were up $69 million over 1992 resulting from the benefits of cost-containment efforts, restructuring and a strong worldwide PTA market. Outlook Chemical operations are affected by the worldwide economic environment and the chemical products supply-demand balance. Amoco's 30 earnings will continue to benefit from both past and ongoing process- improvement and cost-control programs. Amoco will continue to aggressively develop its international business to capitalize on the rapidly growing demand for petrochemical products in the international markets, particularly those in Asia. Amoco also plans to continue to broaden its current commodity chemical portfolio and looks to diversify into specialty chemical and polymer conversion businesses. Other Operations Other operations include investments in laser manufacturing, photovoltaics and biotechnology; offshore contract drilling; interests in real estate development; and other activities. Other operations incurred a loss of $155 million in 1994, compared with losses of $45 million and $179 million, respectively, for 1993 and 1992. Included in 1994 losses were restructuring charges of $78 million, primarily related to the disposition of a hazardous-waste incineration facility in Kimball, Nebraska. In late 1994, Amoco signed a letter of intent to sell this facility; the sale is anticipated to close in 1995. The higher losses in 1994 compared with 1993 also reflected lower offshore contract drilling revenues. Also, 1993 included gains on the sale of certain operations as Amoco continued its efforts to review the strategic fit of these activities. In 1993, the Corporation sold its 49 percent interest in a fertilizer manufacturing venture in Trinidad, and its interest in Ok Tedi Mining Ltd. in Papua New Guinea. Included in 1992 were charges of $99 million for anticipated losses on the disposition of non-strategic investments. Corporate Activities Corporate activities, including net interest and other corporate expenses, reported net income of $1 million for 1994, compared with net expenses of $196 million for 1993 and $210 million in 1992. The 1994 income included interest income of $180 million related to the COET settlement, favorable tax adjustments relating to prior years of $33 million and restructuring charges of $34 million; the 1993 loss included prior-year tax benefits of $101 million and losses associated with early retirement of higher interest-rate debt; and 1992 included favorable adjustments of $70 million primarily related to revised estimates of tax obligations and early retirement of debt, and charges of $38 million for work force reductions. Adjusting for these items over the years shown, net expense decreased $75 million between 1993 and 1994, primarily resulting from lower net interest expense and favorable currency effects. Net expenses increased $11 million between 1992 and 1993. Restructuring In July 1994, Amoco announced that the organizational structure of the Corporation was being changed to improve profitability, increase 31 operating flexibility and position the company for long-term growth. The Corporation's strategies are now carried out by 17 business groups. A newly created Shared Services organization provides support services to the business groups. Approximately 3,800 positions are expected to be eliminated by year- end 1995. Additional positions will be eliminated in 1996 as a result of ongoing process redesign to improve efficiencies in support functions. In conjunction with the restructuring, an after-tax charge of $256 million was accrued in the second quarter of 1994. Charges against the accrual associated with severance in 1994, representing approximately 2,000 employees, totaled about $64 million after tax. See Note 2 to the Consolidated Financial Statements. To date, savings resulting from the restructuring have not been material. It is anticipated that by 1996 benefits related to lower employment costs and other cost reductions could approximate $400 million after tax. Additional costs of approximately $200 million after tax, which have not been accrued, are expected to be incurred through 1996 to reflect costs for system redesign, relocations, work consolidation and development of new processes in support of the reorganization. In 1994, costs related to these activities were not material. Most of these additional costs are expected to occur in 1995. Liquidity and Capital Resources In 1994, cash flow from operating activities was $4.3 billion, compared with $3.5 billion in 1993 and $3 billion in 1992. Total debt was $4.6 billion at year-end 1994. Debt as a percent of debt-plus-equity was 24.3 percent at December 31, 1994, compared with 27.1 percent at year-end 1993. Working capital was $1,618 million at year-end 1994, compared with $751 million at year-end 1993. At year-end 1994, the Corporation's current ratio was 1.32 to 1 compared with the current ratio at December 31, 1993 of 1.14 to 1. As a matter of policy, Amoco practices asset and liability management techniques that are designed to minimize its investment in non-cash working capital. This does not impair operational capability or flexibility since the Corporation has ready access to both short-term and long-term debt markets. Amoco's short-term liquidity position is better than the reported figures indicate since the inventory component of working capital is valued in part under the LIFO method whereas other elements of working capital are reported at amounts more indicative of their current values. If inventories were valued at current replacement costs, it is estimated that inventories would have been $1,100 million higher at December 31, 1994. As a result, the level of working capital would rise and an increase in the current ratio would result. 32 Cash dividends paid in 1994 totaled $1,092 million, or $2.20 per share. The quarterly cash dividend was raised to 60 cents per share in January 1995, and increase of 5 cents per share, or 9 percent, over the previous rate. In 1994, the Corporation completed a contract with subsidiaries of Associates Corporation of North America ("Associates") whereby Associates purchased certain of Amoco's receivables; Associates now issues and processes Amoco's credit cards. Proceeds from the sale of credit card receivables were largely used to reduce short-term obligations. The Corporation believes its strong financial position will permit the financing of its business needs and opportunities in an orderly manner. It is anticipated that ongoing operations will be financed primarily by internally generated funds. Short-term obligations, such as commercial paper borrowings, give the Corporation the flexibility to meet short-term working capital and other temporary requirements. At December 31, 1994, bank lines of credit available to support commercial paper borrowings were $490 million, all of which were supported by commitment fees. To maintain flexibility, a $500 million shelf registration statement for debt securities remains on file with the Securities and Exchange Commission to permit ready access to capital markets. Amoco is routinely exposed to hydrocarbon commodity price risk. It manages a portion of that risk mainly through the use of futures and swaps contracts generally to achieve market prices on specific purchase and sales transactions. See Note 4 to the Consolidated Financial Statements. Also during 1994, Amoco used futures and swaps to fix the sales price of approximately 15 percent of the Corporation's U.S. natural gas production for the months of April through December, which benefited earnings by about $20 million after tax. The Corporation has provided in its accounts for the reasonably estimable future costs of probable environmental remediation obligations. These amounts relate to various refining and marketing sites, chemical locations, and oil and gas operations, including multiparty sites at which Amoco has been identified as a potentially responsible party by the U.S. Environmental Protection Agency. Such estimated costs will be refined over time as remedial requirements and regulations become better defined. However, any additional costs cannot be reasonably estimated at this time due to uncertainty of timing, the magnitude of contamination, future technology, regulatory changes and other factors. Although future costs could be significant, they are not expected to be material in relation to Amoco's liquidity or consolidated financial position. In total, the accrued liability represents a reasonable best estimate of Amoco's remediation liability. See Notes 1 and 21 to the Consolidated Financial Statements. The Corporation and its subsidiaries maintain insurance coverage for environmental pollution resulting from the sudden and accidental release of pollutants. Various deductibles of up to $50 million per occurrence could apply, depending on the type of incident involved. Coverage for 33 other types of environmental obligations is not generally provided, except when required by regulation or contract. The financial statements do not reflect any significant recovery form claims under prior or current insurance coverage. At December 31, 1994, the Corporation's reserves for future environmental remediation costs totaled $725 million, of which $467 million related to refining and marketing sites. The Corporation also maintains reserves associated with dismantlement, restoration and abandonment of oil and gas properties, which totaled $627 million at December 31, 1994. Capital expenditures resulting from existing environmental regulations, primarily related to refining and marketing sites, totaled $198 million in 1994. Excluded from that total was $479 million for operating costs and amounts spent on research and development, and $119 million of mandated and voluntary spending charged against the remediation liability. Amoco's 1995 estimated capital spending for environmental cleanup and protection projects is expected to be approximately $180 million; spending for remediation in 1995 is expected to approximate the 1994 level. 1994 1993 1992 1991 1990 (millions of dollars) Capital and exploration expenditures Exploration and production United States . . . . . . . . . . . $ 820 $ 669$ 472 $ 965 $1,023 Canada . . . . . . . . . . . . . . 408 275 166 294 285 Europe . . . . . . . . . . . . . . 279 493 538 549 331 Other . . . . . . . . . . . . . . . 687 682 578 690 706 Refining, marketing and transportation . . . . . . . . . . . 451 685 806 689 617 Chemicals . . . . . . . . . . . . . . 467 370 320 520 582 Other operations . . . . . . . . . . 48 126 60 142 81 Corporate . . . . . . . . . . . . . . 45 46 56 82 89 Total . . . . . . . . . . . . $3,205 $3,346$2,996 $3,931 $3,714 Petroleum exploration expenditures charged to income (included above) United States . . . . . . . . . . $ 113 $ 90$ 140 $ 262 $ 230 Canada . . . . . . . . . . . . . . 117 47 72 73 89 Europe . . . . . . . . . . . . . . 178 151 150 144 99 Other . . . . . . . . . . . . . . 225 241 300 311 275 Total . . . . . . . . . . . . $ 633 $ 529$ 662 $ 790 $ 693 Capital and exploration expenditures in 1994 totaled $3.2 billion, compared with $3.3 billion spent in 1993. Capital and exploration expenditures of $4.2 billion have been approved for 1995, an increase of 31 percent over 1994 spending. It is expected that more than half of the spending will go to upstream projects, with about 60 percent of that amount going to projects outside the United States. Areas outside the United States where Amoco continues to work on major exploration and production projects include Egypt, China, the North Sea, Trinidad and the 34 former Soviet Union. Major new expenditures for 1995 also include higher spending for development of natural gas resources in North America. The balance of capital outlays is anticipated to be used for chemicals, refining, marketing and transportation operations, including a substantial investment in construction of a chemical plant in Malaysia to produce PTA. It is anticipated that the 1995 capital and exploration expenditures budget will be financed primarily by funds generated internally. The planned expenditure level is subject to adjustment as changing economic conditions may indicate. 35 Item 8. Financial Statements and Supplemental Information Index to Financial Statements and Supplemental Information Page Report of Independent Accountants . . . . . . . . . . . . . . . . . . 37 Consolidated Financial Statements: Consolidated Statement of Income . . . . . . . . . . . . . . . . . 38 Consolidated Statement of Financial Position . . . . . . . . . . . 39 Consolidated Statement of Shareholders' Equity . . . . . . . . . . 40 Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . 41 Notes to Consolidated Financial Statements . . . . . . . . . . . . 42 Financial Statement Schedule: Valuation and Qualifying Accounts (Schedule VIII) . . . . . . . 83 Supplemental Information: Quarterly Results and Stock Market Data . . . . . . . . . . . . . 69 Oil and Gas Exploration and Production Activities . . . . . . . . 70 Separate financial statements of subsidiary companies not consolidated, and of 50 percent or less owned companies accounted for by the equity method, have been omitted since, if considered in the aggregate, they would not constitute a significant subsidiary. 36 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Amoco Corporation In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Amoco Corporation and its subsidiaries at December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of Amoco Corporation'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 generally accepted auditing standards which 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, 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. In 1992, Amoco Corporation changed its method of accounting for income taxes and for postretirement benefits other than pensions, as discussed in Notes 15 and 19, respectively, to the financial statements. PRICE WATERHOUSE LLP Chicago, Illinois February 28, 1995 37 AMOCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME Year Ended December 31 1994 1993 1992 (millions of dollars, except per-share amounts) Revenues: Sales and other operating revenues . . . . . . $ 26,048 $25,336 $25,280 Consumer excise taxes . . . . . . . . . . . . . 3,409 2,824 2,738 Other income . . . . . . . . . . . . . . . . . 905 457 201 Total revenues . . . . . . . . . . . . . . . 30,362 28,617 28,219 Costs and expenses: Purchased crude oil, natural gas, petroleum products and merchandise . . . . . . . . . . . 13,558 12,878 12,495 Operating expenses . . . . . . . . . . . . . . 4,743 4,688 5,309 Petroleum exploration expenses, including exploratory dry holes . . . . . . . . . . . . 633 529 662 Selling and administrative expenses . . . . . . 2,227 1,849 2,319 Taxes other than income taxes . . . . . . . . . 4,153 3,648 3,744 Depreciation, depletion, amortization, and retirements and abandonments . . . . . . . . . 2,239 2,193 2,440 Interest expense . . . . . . . . . . . . . . . 318 325 247 Total costs and expenses . . . . . . . . . . 27,871 26,110 27,216 Income before income taxes . . . . . . . . . . 2,491 2,507 1,003 Income taxes . . . . . . . . . . . . . . . . . 702 687 153 Income before the cumulative effects of accounting changes . . . . . . . . . . . . . . 1,789 1,820 850 Cumulative effects of accounting changes . . . -- -- (924) Net income (loss) . . . . . . . . . . . . . . $ 1,789 $ 1,820 $ (74) Income per share before the cumulative effects of accounting changes . . . . . . . . . . . . $ 3.60 $ 3.66 $ 1.71 Cumulative effects of accounting changes . . . -- -- (1.86) Net income (loss) per share . . . . . . . . . . $ 3.60 $ 3.66 $ (.15) (The accompanying notes are an integral part of these statements.) 38 AMOCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION December 31 1994 1993 (millions of dollars) ASSETS Current Assets: Cash . . . . . . . . . . . . . . . . . . . . . . . . $ 166 $ 103 Marketable securities--at cost (all corporate, except $355 on December 31, 1994, and $221 on December 31, 1993, which represent state and municipal securities) . . . . . . . . . . . . . . . . . . . . 1,623 1,114 Accounts and notes receivable (less allowances of $23 on December 31, 1994, and $65 on December 31, 1993) . . . . . . . . . . . . . . . . . . . . . . . 3,180 3,196 Inventories . . . . . . . . . . . . . . . . . . . . 1,042 1,110 Prepaid expenses and income taxes . . . . . . . . . 631 571 6,642 6,094 Investments and other assets: Investments and related advances . . . . . . . . . . 470 318 Long-term receivables and other assets . . . . . . . 661 705 1,131 1,023 Properties--at cost, less accumulated depreciation, depletion and amortization of $24,906 on December 31, 1994, and $23,204 on December 31, 1993 . . . . . . . 21,543 21,369 $ 29,316 $28,486 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term obligations . . . . . . $ 24 $ 53 Short-term obligations . . . . . . . . . . . . . . . 224 1,007 Accounts payable . . . . . . . . . . . . . . . . . . 2,759 2,473 Accrued liabilities . . . . . . . . . . . . . . . . 1,162 974 Taxes payable (including income taxes) . . . . . . . 855 836 5,024 5,343 Long-term debt: Debt . . . . . . . . . . . . . . . . . . . . . . . . 4,387 4,037 Deferred credits and other non-current liabilities: Income taxes . . . . . . . . . . . . . . . . . . . . 2,961 2,995 Other . . . . . . . . . . . . . . . . . . . . . . . 2,547 2,425 5,508 5,420 Minority interest . . . . . . . . . . . . . . . . . . 15 21 Shareholders' equity: Common stock (authorized 800,000,000 shares; issued and outstanding as of December 31, 1994--496,393,067 shares; December 31, 1993--496,401,099 shares) . . 2,166 2,147 Earnings retained and invested in the business . . . 12,223 11,557 Foreign currency translation adjustment . . . . . . (7) (39) Total Shareholders' Equity . . . . . . . . . . . . . 14,382 13,665 $ 29,316 $28,486 (The successful efforts method of accounting is followed for costs incurred in oil and gas producing activities.) (The accompanying notes are an integral part of these statements.) 39 AMOCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY Earnings Retained and Invested Foreign in Currency Common the Translation Stock Business Adjustment Total (millions of dollars, except per-share amounts) Balance on December 31, 1991 . . . $ 2,115 $ 12,035 $ 6 $14,156 Net loss . . . . . . . . . . . . (74) (74) Cash dividends of $2.20 per share (1,091) (1,091) Foreign currency translation adjustment . . . . . . . . . . . (27) (27) Issuances of common stock (net) . 11 (15) (4) Balance on December 31, 1992 . . . 2,126 10,855 (21) 12,960 Net income . . . . . . . . . . . 1,820 1,820 Cash dividends of $2.20 per share (1,092) (1,092) Foreign currency translation adjustment . . . . . . . . . . . (18) (18) Issuances of common stock (net) . 21 (26) (5) Balance on December 31, 1993 . . . 2,147 11,557 (39) 13,665 Net income . . . . . . . . . . . 1,789 1,789 Cash dividends of $2.20 per share (1,092) (1,092) Foreign currency translation adjustment . . . . . . . . . . . 32 32 Issuances of common stock (net) . 19 (31) (12) Balance on December 31, 1994 . . . $ 2,166 $ 12,223 $ (7) $14,382 (The accompanying notes are an integral part of these statements.) 40 AMOCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31 1994 1993 1992 (millions of dollars) Cash flows from operating activities: Net income (loss) . . . . . . . . . . . . . $ 1,789 $ 1,820 $ (74) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, amortization, and retirements and abandonments . . . . . . 2,239 2,193 2,440 (Increase) decrease in receivables . . . . (137) (18) 476 (Increase) decrease in inventories . . . . 68 (89) 130 Increase (decrease) in payables and accrued liabilities . . . . . . . . . . . 492 (371) (788) Deferred taxes and other items . . . . . . (122) (44) (88) Cumulative effects of accounting changes . -- -- 924 Net cash provided by operating activities 4,329 3,491 3,020 Cash flows from investing activities: Capital expenditures . . . . . . . . . . . (2,572) (2,817) (2,334) Proceeds from dispositions of property and other assets . . . . . . . . . . . . . . . 335 594 452 New investments, advances and business acquisitions . . . . . . . . . . . . . . . (91) (200) (126) Proceeds from sales of investments . . . . 176 256 8 Other . . . . . . . . . . . . . . . . . . . (18) (2) 18 Net cash used in investing activities . . . (2,170) (2,169) (1,982) Cash flows from financing activities: New long-term obligations . . . . . . . . . 438 1,313 3,061 Repayment of long-term obligations . . . . (138) (2,286) (3,147) Cash dividends paid . . . . . . . . . . . . (1,092) (1,092) (1,091) Issuances of common stock . . . . . . . . . 29 27 25 Acquisitions of common stock . . . . . . . (41) (32) (29) Increase (decrease) in short-term obligations . . . . . . . . . . . . . . . (783) 677 (152) Net cash used in financing activities . . . (1,587) (1,393) (1,333) Increase (decrease) in cash and marketable securities . . . . . . . . . . . . . . . . . 572 (71) (295) Cash and marketable securities-beginning of year . . . . . . . . . . . . . . . . . . . . 1,217 1,288 1,583 Cash and marketable securities-end of year . $ 1,789 $ 1,217 $ 1,288 (The accompanying notes are an integral part of these statements.) 41 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Accounting Policies Principles of consolidation The operations of all significant subsidiaries in which the Corporation directly or indirectly owns more than 50 percent of the voting stock are included in the consolidated financial statements. The Corporation also consolidates its proportionate share of assets, liabilities and results of operations of oil and gas joint ventures and undivided interest pipeline companies. Investments in other companies in which less than a majority interest is held are generally accounted for by the equity method. Inventories Inventories are carried at the lower of current market value or cost. Cost is determined under the last-in, first-out ("LIFO") method for the majority of inventories of crude oil, petroleum products and chemical products. The costs of remaining inventories are determined on the first-in, first-out ("FIFO") or average cost methods. Costs incurred in oil and gas producing activities The Corporation follows the successful efforts method of accounting. Costs of property acquisitions, successful exploratory wells, all development costs (including CO2 and certain other injected materials in enhanced recovery projects) and support equipment and facilities are capitalized. Unsuccessful exploratory wells are expensed when determined to be non-productive. Production costs, overhead and all exploration costs other than exploratory drilling are charged against income as incurred. Depreciation, depletion and amortization Generally, depreciation of plant and equipment, other than oil and gas facilities, is computed on a straight-line basis over the estimated economic lives of the facilities. Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs and depreciation of tangible lease and well equipment are recognized using the unit-of-production method. The portion of costs of unproved oil and gas properties estimated to be non-productive is amortized over projected holding periods. 42 The estimated costs to dismantle, restore and abandon oil and gas properties are recognized over the properties' productive lives on the unit-of-production method. Retirements Upon normal retirement or replacement of facilities, the gross book value less salvage is charged to accumulated depreciation. Gains or losses from abnormal retirements or sales are credited or charged to income. Maintenance and repairs All maintenance and repair costs are charged against income, while significant improvements are capitalized. Derivative contracts The Corporation periodically enters into futures, swaps, forwards and option contracts to manage its exposure to price fluctuations on hydrocarbon transactions and its exposure to exchange rate fluctuations on its debt denominated in foreign currencies. Recognized gains, losses and cash flows from hedge contracts are reported as components of the related transactions. Translation of foreign currencies The U.S. dollar has been determined to be the appropriate functional currency for essentially all operations except foreign chemical operations. Environmental liabilities The Corporation has provided in its accounts for the reasonably estimable future costs of probable environmental remediation obligations relating to current and past activities, including obligations for previously disposed assets or businesses. In the case of long-lived cleanup projects, the effects of inflation and other factors, such as improved application of known technologies and methodologies, are considered in determining the amount of estimated liabilities. The liability is undiscounted and primarily consists of costs such as site assessment, monitoring, equipment, utilities and soil and ground water treatment and disposal. The estimated environmental remediation obligation has not been reduced for probable recoveries from third parties, which are recorded as assets. 43 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Net Income Per Share Net income per share of common stock is based on the monthly weighted average number of shares outstanding during the year. Note 2. Acquisitions, Dispositions and Special Items In 1994, earnings included benefits of $270 million related to final settlements with the Internal Revenue Service involving crude oil excise taxes ("COET") assessed in the 1980s. Of this amount, $180 million represented interest on the settlements. Earnings also included a gain of $45 million on the sale of certain European oil and gas properties. As a result of the organizational restructuring, a charge of $394 million ($256 million after-tax) was accrued in the second quarter of 1994. Included in selling and administrative expenses were charges of $225 million ($146 million after-tax) related to employee-termination costs directly associated with the severance of approximately 3,800 employees expected to occur by year-end 1995. Of the 3,800 employees, approximately 2,000 represent personnel in accounting, information technology and other related support staff; the remainder are employees associated with business group operations. Approximately 75 percent of the total terminations are professionals, managers and supervisors. In 1994, charges against the accrual relating to the elimination of about 2,000 positions totaled $64 million after tax. As of December 31, 1994, the accrual balance associated with restructuring was $82 million after tax ($126 million before tax), which was considered adequate for all future severances to which the company has committed. Included in operating expenses were charges of $169 million ($110 million after-tax) related to a reduction in carrying value of assets that will be divested. Disposition of these assets, including a hazardous-waste incineration facility that is not yet in commercial production, will not have a material effect on revenues, depreciation or income. In 1993, new investments, advances and business acquisitions totaled $200 million, including the purchase of Phillips Fibers Corporation. Proceeds from dispositions of property and other assets and from sales of investments totaled $850 million, including certain non-strategic properties and investments in Canada for approximately $471 million. Earnings in 1993 included gains of $120 million relating to the Corporation's disposition of 65 percent of the equity investment in a Canadian company, Crestar Energy Inc., in connection with its initial public offering. Also included were gains of $70 million associated with the disposition of certain Canadian properties. Earnings in 1993 included after-tax charges of $170 million associated with the writedown 44 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) of Congo exploration and production operations to current recoverable value. Earnings in 1992 were reduced by after-tax charges of $805 million, as part of a strategic reassessment of business operations. These charges included $473 million for costs of restructuring business units and related charges, including anticipated losses on the disposition of oil and gas properties and other non-strategic assets and investments; $181 million for charges related to work force reductions; and $151 million for other reserves and adjustments. Substantially all of these restructuring efforts have been completed. Earnings were favorably affected by $90 million related to the settlement of natural gas contracts in Sharjah. Also favorably affecting earnings were benefits of $90 million associated with revised estimates of tax obligations and retirement of debt. Note 3. Cash Flow Information The Consolidated Statement of Cash Flows provides information about changes in cash and cash equivalents, including cash in excess of daily requirements that is invested in marketable securities, substantially all of which have a maturity of three months or less when acquired. The effect of foreign currency exchange rate fluctuations on total cash and marketable securities balances was not significant. Net cash provided by operating activities reflects cash payments for interest and income taxes as follows: 1994 1993 1992 (millions of dollars) Interest paid . . . . . . . . . . $ 297 $ 367 $ 550 Income taxes paid . . . . . . . . $ 903 $ 632 $ 974 Note 4. Financial Instruments and Hedging Activities All financial instruments held by the Corporation are for purposes other than trading. All derivatives are either exchange traded or with major financial institutions, and the risk of credit loss is considered remote. A significant portion of Amoco's receivables are from other oil and gas and chemical companies. Although collection of these receivables could be influenced by economic factors affecting these industries, the risk of significant loss is considered remote. The carrying values of receivables, payables, marketable securities and short-term obligations approximate their fair value. The estimated 45 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) fair value of long-term debt outstanding as of December 31, 1994 and 1993 was $4,342 million and $4,264 million, respectively. The estimated fair value of marketable securities and debt were based on quoted market prices for the same or similar issues, or the current rates offered to the Corporation for issues with the same remaining maturities. The Corporation conducts its business primarily in U.S. dollars. Significant exposures to foreign currency exchange risk are reduced through the use of financial instruments, primarily by hedging of foreign currency borrowings. The following table shows the amount of long-term debt, including current portions, denominated in foreign currencies as of December 31, 1994 and 1993, and the face amounts of foreign currency forward and option contracts that have been designated as hedges of that debt: 1994 1993 Long-Term Long-Term Debt Hedge* Debt Hedge* (millions of U.S. dollars) British pound sterling . . . . . . $ 596 $ 909 $ 565 $ 873 Canadian dollar . . . . . . . . . . $ 231 $ 348 $ 77 $ 45 * Includes tax effects. The hedge contracts generally have the same maturities as the related debt. The carrying value and fair value of the forward and option contracts were not material at December 31, 1994 and 1993. The Corporation also enters into futures contracts and forward swaps to manage its exposure to price fluctuation on hydrocarbon transactions. The crude oil futures contracts generally match the pricing of specific purchase transactions to market prices at delivery dates. The net effect of natural gas futures and swaps is to convert specific sales contracts from fixed prices to market prices. Natural gas swap contracts outstanding at December 31, 1994 and 1993 totaled 151 and 24 trillion British thermal units ("Btus"), respectively. Most contracts are for a remaining term of less than one year, while contracts representing 43 trillion Btus of natural gas have terms that extend from one to five years. While these contracts have no carrying value, their fair value, representing the estimated amount that would have been required to terminate the swaps at year-end 1994, was an unfavorable $28 million. 46 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) In the normal course of business, the Corporation has entered into contracts for the purchase of transportation capacity, materials and services over terms of up to 20 years. The remaining minimum payments required under these contracts at December 31, 1994, totaled $709 million. At December 31, 1994, contingent liabilities of the Corporation included guarantees of $54 million on outstanding loans of others. The Corporation also has entered into various pipeline throughput and deficiency contracts with affiliated companies. These agreements supported an estimated $7 million of affiliated company borrowings at December 31, 1994. The fair value of these commitments is immaterial. Note 5. Inventories Inventories at December 31, 1994 and 1993, are shown in the following table: December 31 1994 1993 (millions of dollars) Crude oil and petroleum products . . . . . . . $ 349 $ 415 Chemical products . . . . . . . . . . . . . . . 375 377 Other products and merchandise . . . . . . . . 24 21 Materials and supplies . . . . . . . . . . . . 294 297 Total . . . . . . . . . . . . . . . . . . . . $ 1,042 $ 1,110 During the year ended December 31, 1993, the Corporation reduced certain inventory quantities which were valued at lower LIFO costs prevailing in prior years. The effect of this reduction was to increase net income by approximately $50 million. The similar effect in 1994 was not material. Inventories carried under the LIFO method represented approximately 51 percent of total year-end inventory carrying values in 1994 and 47 percent in 1993. It is estimated that inventories would have been approximately $1,100 million higher than reported on December 31, 1994, and approximately $900 million higher on December 31, 1993, if the quantities valued on the LIFO basis were instead valued on the FIFO basis. 47 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Note 6. Property, Plant and Equipment Investment in properties at December 31, 1994 and 1993, detailed by industry segment, was as follows: December 31 1994 1993 Gross Net Net (millions of dollars) Exploration and production: United States . . . . . . . . . . $ 15,559 $ 6,957 $ 6,935 Non-U.S. . . . . . . . . . . . . 13,771 5,037 5,008 Refining, marketing and transportation . . . . . . . . . . 9,940 5,654 5,797 Chemicals . . . . . . . . . . . . . 5,727 2,956 2,668 Other operations . . . . . . . . . 752 534 546 Corporate . . . . . . . . . . . . . 700 405 415 Total . . . . . . . . . . . . . $ 46,449 $ 21,543 $ 21,369 Note 7. Short-Term Obligations Amoco's short-term obligations consist of notes payable and commercial paper. Notes payable as of December 31, 1994, totaled $7 million at an average annual interest rate of 5.7 percent, compared with $71 million at an average annual interest rate of 3.2 percent at year-end 1993. Commercial paper borrowings at December 31, 1994, were $217 million at an average annual interest rate of 5.9 percent compared with $936 million at an average annual interest rate of 3.4 percent as of December 31, 1993. Bank lines of credit available to support commercial paper borrowings of the Corporation amounted to $490 million at both December 31, 1994 and 1993. All of these were supported by commitment fees. The Corporation also maintains compensating balances with a number of banks for various purposes. Such arrangements do not legally restrict withdrawal or usage of available cash funds. In the aggregate, they are not material in relation to total liquid assets. Note 8. Accounts Payable Accounts payable at December 31, 1994 and 1993, included liabilities in the amount of $306 million and $304 million, respectively, for checks 48 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) issued in excess of related bank balances but not yet presented for collection. Note 9. Long-Term Debt Amoco's long-term debt resides principally with two Amoco subsidiaries--Amoco Company and Amoco Canada. Amoco Company functions as the principal holding company for substantially all of Amoco's petroleum and chemical operations, except Canadian petroleum operations and selected other activities. 49 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The components of long-term debt and year-end rates are summarized as follows: December 31 1994 1993 (millions of dollars) Amoco Company 8 5/8% Debentures due 2016 . . . . . . . . . . . $ 52 $ 102 9 3/4% Debentures due 2016 . . . . . . . . . . . 58 78 9 7/8% Debentures due 2016 . . . . . . . . . . . 25 25 Environmental and other industrial development obligations . . . . . . . . . . . . . . . . . . . 649 619 U.K. Loans-6.7% Sterling(1) . . . . . . . . . . . 596 565 -5.6% U.S. dollar(1) . . . . . . . . . 195 195 Other indebtedness . . . . . . . . . . . . . . . 535 435 Subtotal . . . . . . . . . . . . . . . . . . . 2,110 2,019 Less current maturities . . . . . . . . . . . . . 24 52 Total Amoco Company . . . . . . . . . . . . . . 2,086 1,967 Amoco Canada 6 3/4% Debentures due 2005 . . . . . . . . . . . 299 299 7 1/4% Notes due 2002 . . . . . . . . . . . . . . 299 299 6 3/4% Debentures due 2023 . . . . . . . . . . . 296 296 7.95% Debentures due 2022 . . . . . . . . . . . . 296 296 7 1/4% Notes due 2002 . . . . . . . . . . . . . . 254 254 7 3/8% Subordinated Exchangeable Debentures (SEDs) due 2013(2) . . . . . . . . . . . . . . . . 458 457 Other . . . . . . . . . . . . . . . . . . . . . . 35 36 Subtotal . . . . . . . . . . . . . . . . . . . 1,937 1,937 Less current maturities . . . . . . . . . . . . . -- -- Total Amoco Canada . . . . . . . . . . . . . . 1,937 1,937 Other subsidiaries (less current maturities) . . . 364 133 Total long-term debt . . . . . . . . . . . . . . . $ 4,387 $ 4,037 (1)Weighted average interest rate at December 31, 1994. (2)The SEDs are exchangeable for Amoco common stock at $52.50 per share. Amoco Corporation guarantees the outstanding public debt obligations of Amoco Company. Amoco Corporation and Amoco Company guarantee the notes and debentures of Amoco Canada, except for the SEDs. AmProp Inc., a real estate subsidiary, had long-term debt secured by real estate assets, totaling $61 million at year-end 1994, and $88 million at year-end 1993, which is not guaranteed by Amoco Corporation or Amoco Company. 50 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Annual maturities of total long-term debt during the next five years, including the portion classified as current, are $24 million in 1995, $720 million in 1996, $211 million in 1997, $247 million in 1998 and $134 million in 1999. Note 10. Capital Stock There were 800,000,000 shares of common stock without par value authorized at December 31, 1994. Details concerning share transactions are shown below: 1994 1993 1992 Shares Amount Shares Amount Shares Amount (thous) (mil) (thous) (mil) (thous) (mil) Net shares on Jan. 1 . . . . . 496,401 $ 2,147 496,303 $ 2,126 496,335 $ 2,115 Stock repurchases (771) (10) (686) (6) (733) (14) Sales and distributions under employee benefit plans, etc. . . . . . . 763 29 784 27 701 25 Net shares outstanding on December 31 . . . 496,393 $ 2,166 496,401 $ 2,147 496,303 $ 2,126 In addition, there are 50 million shares of voting preferred stock and 50 million shares of non-voting preferred stock authorized. As of December 31, 1994, none of the preferred stock had been issued. Note 11. Leases The Corporation leases various types of properties, including service stations, tankers, buildings, railcars and other facilities, some of which are subleased to others, through operating leases. Some of the leases and subleases provide for contingent rentals based on refined product throughput. 51 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Summarized below as of December 31, 1994, are future minimum rentals payable and related sublease rental income for operating leases. Rentals Rental Payable Income (millions of dollars) 1995 . . . . . . . . . . . . . . . . $ 191 $ 167 1996 . . . . . . . . . . . . . . . . 163 100 1997 . . . . . . . . . . . . . . . . 146 45 1998 . . . . . . . . . . . . . . . . 135 7 1999 . . . . . . . . . . . . . . . . 126 4 After 1999 . . . . . . . . . . . . . 487 28 Total minimum rentals . . . . . . . $ 1,248 $ 351 Rental expense and related rental income applicable to operating leases for the three years ended December 31, 1994, are summarized below: 1994 1993 1992 (millions of dollars) Minimum rental expense . . . . . . . . . . $ 252 $ 229 $ 253 Contingent rental expense . . . . . . . . . 19 16 23 Total . . . . . . . . . . . . . . . . . . 271 245 276 Less--Related rental income . . . . . . . . 172 84 85 Net rental expense . . . . . . . . . . . $ 99 $ 161 $ 191 Note 12. Foreign Currency A foreign currency gain of $24 million was reflected in income in 1994, compared with gains of $47 million and $129 million for 1993 and 1992, respectively. In addition, a net translation gain of $32 million in 1994, and net translation losses of $18 million and $27 million for 1993 and 1992, respectively, were reflected in the foreign currency translation adjustment account in shareholders' equity. 52 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Note 13. Interest Expense The Corporation capitalizes interest cost related to the financing of major projects under development. All other interest is expensed as incurred. The components of interest expense are summarized in the following table: 1994 1993 1992 (millions of dollars) Short-term obligations . . . . . . . . $ 19 $ 14 $ 13 Long-term obligations . . . . . . . . . 269 285 320 Total external financing . . . . . . 288 299 333 Other interest expense . . . . . . . . 30 39 (67) 318 338 266 Less--capitalized interest . . . . . . -- 13 19 Net interest expense . . . . . . . . $ 318 $ 325 $ 247 Note 14. Research and Development Expenses Research and development costs are expensed as incurred and amounted to $255 million in 1994, $292 million in 1993 and $300 million in 1992. 53 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Note 15. Taxes Effective January 1, 1992, the Corporation adopted SFAS No. 109. The cumulative effect was to increase deferred income tax liabilities as of January 1, 1992, and reduce net income by $68 million ($.14 per share). Also, 1992 net income before the cumulative effect was $215 million ($.43 per share) greater than it would have been under the previous method. The aggregate federal and foreign deferred income tax balance represents the tax effect of the following items at December 31: 1994 1993 (millions of dollars) Tax credit and loss carryforwards . . . . . . $ 912 $ 630 Exploration costs . . . . . . . . . . . . . . 304 286 Postretirement benefits . . . . . . . . . . . 516 503 Environmental costs . . . . . . . . . . . . . 387 380 Other . . . . . . . . . . . . . . . . . . . . 578 507 Gross deferred tax assets . . . . . . . . . . 2,697 2,306 Deferred tax asset valuation allowance . . . (720) (573) Net deferred tax assets . . . . . . . . . . . $ 1,977 $ 1,733 Accelerated depreciation . . . . . . . . . . $ 3,403 $ 3,367 Intangible drilling costs . . . . . . . . . . 707 679 Other . . . . . . . . . . . . . . . . . . . . 340 289 Deferred tax liabilities . . . . . . . . . . $ 4,450 $ 4,335 The increase in the deferred tax asset valuation allowance primarily reflects an increase in foreign tax credit carryforwards for which realization is considered unlikely. 54 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The provision for income taxes is composed of: 1994 1993 1992 (millions of dollars) Federal--current . . . . . . . . . . . $ 392 $ 104 $ 326 --deferred . . . . . . . . . . . (74) 162 (366) Foreign--current . . . . . . . . . . . 422 479 533 --deferred . . . . . . . . . . . (47) (77) (370) State and local . . . . . . . . . . . . 9 19 30 $ 702 $ 687 $ 153 The following is a reconciliation between the provision for income taxes and income taxes determined by applying the federal statutory rate to income before income taxes: 1994 1993 1992 Percent Percent Percent of of of Amount Pre-Tax Amount Pre-Tax Amount Pre-Tax (millions) Income (millions) Income (millions) Income Pretax income: U.S. source . . . . . $ 1,738 $ 1,553 $ 613 Foreign source . . . 753 954 390 $ 2,491 $ 2,507 $ 1,003 Theoretical U.S. income tax . . . . . . . . . . $ 872 35.0 $ 878 35.0 $ 341 34.0 Increase (reduction) due to: Foreign taxes at rates in excess of U.S. rate 120 4.8 92 3.7 125 12.4 Effect of foreign currency gains/losses . (9) (.3) (24) (1.0) (133) (13.2) Tax credits . . . . . (174) (7.0) (185) (7.4) (127) (12.7) Tax-rate changes . . . -- -- 53 2.1 39 3.9 Prior-year adjustments (68) (2.7) (125) (5.0) (119) (11.9) All other (net) . . . . (39) (1.6) (2) -- 27 2.7 $ 702 28.2 $ 687 27.4 $ 153 15.2 55 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Taxes other than income taxes include: 1994 1993 1992 (millions of dollars) Consumer excise taxes . . . . . . . . . . . . . $ 3,409 $ 2,824 $ 2,738 Production and severance taxes United States . . . . . . . . . . . . . . . . 112 128 121 Foreign . . . . . . . . . . . . . . . . . . . 73 110 363 Property taxes . . . . . . . . . . . . . . . . 289 315 287 Social Security, corporation and other taxes . 270 271 235 $ 4,153 $ 3,648 $ 3,744 Undistributed earnings of certain foreign subsidiaries and joint-venture companies aggregated $499 million on December 31, 1994, which, under existing law, will not be subject to U.S. tax until distributed as dividends. Since the earnings have been or are intended to be indefinitely reinvested in foreign operations, no provision has been made for any U.S. taxes that may be applicable thereto. Furthermore, any taxes paid to foreign governments on those earnings may be used in whole or in part, as credits against the U.S. tax on any dividends distributed from such earnings. It is not practicable to estimate the amount of unrecognized deferred U.S. taxes on these undistributed earnings. Note 16. Stock Option Plans The Corporation's stock option plans approved by shareholders provide for the granting of options with or without stock appreciation rights ("SARs") to key, managerial and other eligible employees to buy Corporation common stock at not less than 100 percent of the fair market value at the date of grant. Such options may be incentive stock options to the extent provided in the Internal Revenue Code. Options granted under the plans prior to 1994 normally extend for 10 years and generally become exercisable two years after the date of the grant. Options granted in 1994 become exercisable 50 percent one year after the date of grant and 100 percent two years after the date of grant. Options with SARs permit holders to surrender exercisable options in exchange for payment determined by the amount by which the market value of the shares on the dates the rights are exercised exceeds the grant price. No options were granted with SARs in 1994. Such payments can be made in shares, cash or a combination at the discretion of the administering committee. 56 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Option plan transactions in 1993 and 1994 are summarized in the following table: Thousands Price Range of Shares Per Share Options outstanding on Jan. 1, 1993 . . . . 9,259 $25.03 - 54.88 Granted . . . . . . . . . . . . . . 2,199 $53.69 - 57.44 Exercised . . . . . . . . . . . . . (615) $25.03 - 54.13 Surrendered or terminated . . . . . (172) $44.06 - 57.44 Canceled upon exercise of SARs . . (112) $25.03 - 52.44 Options outstanding on Dec. 31, 1993 . . . 10,559 $28.25 - 57.44 Granted . . . . . . . . . . . . . . 2,295 $55.06 - 57.88 Exercised . . . . . . . . . . . . . (684) $28.25 - 54.13 Surrendered or terminated . . . . . (454) $44.06 - 57.44 Canceled upon exercise of SARs . . (121) $28.25 - 42.50 Options outstanding on Dec. 31, 1994 . . . 11,595 $29.81 - 57.88 Of the total options outstanding on December 31, 1994, 499,140 were with SARs. Stock options for 7,537,234 shares were exercisable at year-end 1994. No options may be granted under the current plan after December 31, 2001. The Corporation's restricted stock grant plans provide for the awarding of shares of Corporation common stock to selected employees of Amoco and its participating subsidiaries, including officers and directors. Shares issued under the plans may not be sold or otherwise transferred for a minimum period as established at the time of the grant. The shares generally are subject to forfeiture if the recipient's employment terminates during the specified period unless such termination is due to death, total disability or involuntary retirement. Shares issued have dividend and voting rights identical to other outstanding shares of the Corporation's common stock. During 1994, 57,735 shares were issued under the current plans. No restricted shares may be issued under the current plan after December 31, 2001. Note 17. Employee Compensation Programs Management incentive compensation plans approved by shareholders provide for the granting of awards to key, managerial and other eligible executives of the Corporation and certain subsidiaries. Amounts charged against earnings in anticipation of awards to be made later were $15 million in 1994, $10 million in 1993 and $8 million in 1992. Awards made in 1994, 1993 and 1992 amounted to $21 million, $13 million and $16 million, respectively. 57 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The Amoco Performance Share Plan, which became effective in 1992, allocates Amoco stock to eligible employees when the Corporation's total return to shareholders meets or exceeds the average return achieved by a select group of competitors. In 1994, the return on Amoco stock, based on the average return for the past three years, was above the competitor three-year average. As a result, employees earned stock equal to 3.5 percent of compensation. No contributions were made on behalf of employees in 1993 as the return on Amoco common stock was below the competitor average. In 1992 the return on Amoco stock was above the competitor average, resulting in employees earning stock equal to 4.4 percent of compensation. The amounts charged to expense in 1994 and 1992 were $59 million and $77 million, respectively. Note 18. Retirement Plans The Corporation and its subsidiaries have a number of defined benefit pension plans covering most employees. Plan benefits are generally based on employees' years of service and average final compensation. Essentially all of the cost of these plans is borne by the Corporation. The Corporation makes contributions to the plans in amounts that are intended to provide for the cost of pension benefits over the service lives of employees. 58 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The funded status of the plans as of December 31 for 1994 and 1993 was as follows: Plans for which Assets Benefits Exceed Exceeds Benefits Assets (millions of dollars) 1994 Fair value of plan assets, principally equity and fixed-income securities . . . . . . . . . . . . . . . . . . $ 2,253 $ 73 Actuarial present value of benefit obligations: Accumulated benefit obligation* . . . . . . . . . . . . . 2,191 186 Additional benefits based on estimated future salary levels . . . . . . . . . . . . . . . . . . . . . . . . . 390 57 Projected benefit obligation ("PBO") . . . . . . . . . . 2,581 243 Plan assets under PBO . . . . . . . . . . . . . . . . . . . (328) (170) Unrecognized net (gains) losses at transition . . . . . . . (58) 8 Other unrecognized net losses . . . . . . . . . . . . . . . 351 53 Unrecognized prior service cost . . . . . . . . . . . . . . 57 8 Net pension cost prepaid (accrued) . . . . . . . . . . . . $ 22 $ (101) 1993 Fair value of plan assets, principally equity and fixed-income securities . . . . . . . . . . . . . . . . . . $ 2,432 $ 216 Actuarial present value of benefit obligations: Accumulated benefit obligation* . . . . . . . . . . . . . 2,213 347 Additional benefits based on estimated future salary levels . . . . . . . . . . . . . . . . . . . . . . . . . 479 111 Projected benefit obligation ("PBO") . . . . . . . . . . 2,692 458 Plan assets under PBO . . . . . . . . . . . . . . . . . . . (260) (242) Unrecognized net gains at transition . . . . . . . . . . . (57) (1) Other unrecognized net losses . . . . . . . . . . . . . . . 301 144 Unrecognized prior service cost . . . . . . . . . . . . . . 79 13 Net pension cost prepaid (accrued) . . . . . . . . . . . . $ 63 $ (86) * Accumulated benefits totaling $266 million and $192 million were non- vested at December 31, 1994 and 1993, respectively. 59 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The actuarial assumptions used for the Corporation's principal pension plans for 1994 and 1993 were as follows: 1994 1993 Discount rate for service and interest cost . . . . . . 7.0% 7.5% Discount rate for the projected benefit obligation . . 8.5% 7.0% Rate of compensation increase for the projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . 5.0% 5.0% Long-term rate of return on assets . . . . . . . . . . 10.0% 10.0% The components of net pension cost for the past three years were as follows: 1994 1993 1992 (millions of dollars) Service cost--benefits earned during the period . . . . . . . . . . . . . . . . . $ 113 $ 102 $ 114 Interest cost on projected benefit obligation . . . . . . . . . . . . . . . 221 204 221 Actual loss (gain) on assets . . . . . . 53 (302) (141) Less--unrecognized (loss) gain . . . . . (311) 50 (124) Recognized gain on assets . . . . . . . . (258) (252) (265) Curtailment loss (gain) . . . . . . . . . 21 -- (51) Amortization of unrecognized amounts . . 22 1 11 Net pension cost . . . . . . . . . . . . $ 119 $ 55 $ 30 Most employees are also eligible to participate in defined contribution plans by contributing a portion of their compensation. The Corporation matches contributions up to specified percentages of each employee's compensation. Matching contributions charged to income were $99 million in 1994, $96 million in 1993 and $100 million in 1992. Note 19. Other Postretirement Benefits The Corporation and its subsidiaries provide certain health care and life insurance benefits for retired employees. Substantially all of the Corporation's domestic employees and employees in certain foreign countries are provided these benefits through insurance companies whose premiums are based on benefits paid during the year. Effective January 1, 1992, the Corporation adopted SFAS No. 106, which requires that the cost of such benefits be recognized during employees' years of active service. The cumulative effect of the accounting change relating to benefits attributable to years of service prior to 1992 was to reduce 60 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 1992 net income by $856 million ($1.72 per share). In addition, the effect of adopting SFAS No. 106 in 1992 was to reduce net income by $64 million ($.13 per share). During 1992, the Corporation approved plan amendments which reduced the accumulated obligation by $270 million, which is being amortized prospectively. The status of the Corporation's unfunded plans as of December 31 for 1994 and 1993 was as follows: 1994 1993 (millions of dollars) Accumulated benefit obligation Retirees . . . . . . . . . . . . . . . . . . . . . $ 603 $ 668 Fully eligible active plan participants . . . . . 156 116 Other active plan participants . . . . . . . . . . 281 475 Total . . . . . . . . . . . . . . . . . . . . . . 1,040 1,259 Unrecognized net gains (losses) . . . . . . . . . . . 240 (56) Unrecognized prior service gains . . . . . . . . . . 215 247 Accrued postretirement benefit cost . . . . . . . . . $ 1,495 $ 1,450 The actuarial assumptions used for the Corporation's principal postretirement benefit plans for 1994 and 1993 were as follows: 1994 1993 Discount rate for service and interest cost . . . . . 7.0% 8.0% Discount rate for the accumulated benefit obligation 8.5% 7.0% Rate of compensation increase for the accumulated benefit obligation . . . . . . . . . . . . . . . . . 5.0% 5.0% Assumed current year health care cost trend rate --retirees under 65 . . . . . . . . . . . . . . . 11.1% 12.0% --Medicare eligible retirees . . . . . . . . . . . 8.5% 9.0% Assumed ultimate trend rate . . . . . . . . . . . . . 5.0% 5.0% Year ultimate health care cost rate will be achieved 2002 2002 Effect of 1% increase in health care cost trend rates (millions) --annual aggregate service and interest costs . . $ 18 $ 17 --accumulated postretirement benefit obligation . $ 93 $144 61 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The components of net postretirement benefit costs for the past three years were as follows: 1994 1993 1992 (millions of dollars) Service cost--benefits earned during the period . . . . . . . . . . . . . . . . . $ 34 $ 32 $ 44 Interest cost on accumulated benefit obligation . . . . . . . . . . . . . . . 89 97 105 Amortization and other . . . . . . . . . (33) (22) (10) Net postretirement benefit cost . . . . . $ 90 $ 107 $ 139 Note 20. Litigation The Internal Revenue Service ("IRS") has challenged the application of certain foreign income taxes as credits against the Corporation's U.S. taxes that otherwise would have been payable for the years 1980 through 1989. On June 18, 1992, the IRS issued a statutory Notice of Deficiency for additional taxes in the amount of $466 million, plus interest, relating to 1980 through 1982. The Corporation has filed a petition in the U.S. Tax Court contesting the IRS statutory Notice of Deficiency. Trial on the matter is scheduled to commence in April 1995. A comparable adjustment of foreign tax credits for each year has been proposed for the years 1983 through 1989 based upon subsequent IRS audits. Similar challenges could arise relating to years subsequent to 1989. The Corporation believes that the foreign income taxes have been reflected properly in its U.S. federal tax returns. The Corporation is confident that it will prevail in the litigation. Consequently, this dispute is not expected to have a material adverse effect on liquidity, results of operations, or the consolidated financial position of the Corporation. Note 21. Other Contingencies Amoco is subject to federal, state and local environmental laws and regulations. Amoco is currently participating in the cleanup of numerous sites pursuant to such laws and regulations. The reasonably estimable future costs of probable environmental obligations, including Amoco's probable costs for obligations for which Amoco is jointly and severally liable, and for assets or businesses that were previously disposed, have been provided for in the Corporation's results of operations. These estimated costs represent the amount of expenditures expected to be incurred in the future to remediate sites with known environmental obligations. The accrued liability represents a reasonable best estimate of Amoco's remediation liability. As the scope of the obligations 62 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) becomes better defined, there may be changes in the estimated future costs, which could result in charges against the company's future results of operations. The ultimate amount of any such future costs, and the range within which such costs can be expected to fall, cannot be determined. Although the costs could be significant, they are not expected to have a material effect on Amoco's liquidity or consolidated financial position. Note 22. Summarized Financial Data--Amoco Company The Corporation's principal subsidiary, Amoco Company, is the holding company for substantially all petroleum and chemical operating subsidiaries except Amoco Canada. Amoco guarantees the outstanding public debt obligations of Amoco Company. Summarized financial data for Amoco Company are presented as follows: 1994 1993 1992 (millions of dollars) For the years ended December 31: Revenues (including excise taxes) . . . . $ 27,841 $ 25,930 $ 25,698 Operating profit . . . . . . . . . . . . $ 2,470 $ 2,595 $ 1,760 Net income(1) . . . . . . . . . . . . . . $ 1,878 $ 1,803 $ 1,226 At December 31: Current assets . . . . . . . . . . . . . $ 5,399 $ 4,383 $ 4,644 Total assets . . . . . . . . . . . . . . $ 24,549 $ 23,513 $ 23,645 Current liabilities . . . . . . . . . . . $ 4,142 $ 3,976 $ 3,949 Long-term obligations(2) . . . . . . . . $ 6,190 $ 1,967 $ 2,811 Deferred credits . . . . . . . . . . . . $ 4,584 $ 4,441 $ 4,257 Minority interest . . . . . . . . . . . . $ 5 $ -- $ -- Shareholder's equity(2) . . . . . . . . . $ 9,628 $ 13,129 $ 12,628 (1) Excludes cumulative effects of accounting changes of $(702) million in 1992. (2) Change reflects dividends in 1994 to Amoco Corporation of intercompany notes receivable from subsidiaries. Annual maturities of long-term debt during the next five years, including the portion classified as current, are $24 million in 1995, $658 million in 1996, $187 million in 1997, $247 million in 1998 and $134 million in 1999. Note 23. Segment and Geographic Data The Corporation operates in several industry segments. Petroleum operations include exploration and production ("E&P") and refining, 63 AMOCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) marketing and transportation ("RM&T") segments. The E&P segment is engaged in exploring for, developing and producing crude oil and natural gas and extraction of natural gas liquids ("NGL"). The RM&T segment is responsible for petroleum refining operations, the marketing of all refined petroleum products and the transportation and wholesale marketing of NGL and domestic natural gas. This segment also encompasses transportation of crude oil to refineries via marine vessels and pipelines and associated supply and trading activities. The chemical segment manufactures and sells various petroleum-based chemical products. Other operations include investments in technology companies, offshore contract drilling, real estate interests, and other activities. Intersegment and intergeographic sales are accounted for at prices that approximate arm's-length market prices. Operating profits include all revenues and expenses of the reportable segment, except for income taxes and equity in earnings of unconsolidated companies. Income taxes are generally assigned to the operations that give rise to the tax effects. Identifiable assets are those used in the operations of each segment or area, including intersegment or intergeographic receivables. Corporate assets consist primarily of cash, marketable securities and the unamortized cost of purchased tax benefits. Intersegment and intergeographic sales and receivables are eliminated in determining consolidated revenue and identifiable asset totals. Information by Industry Segment and Geographic Area is summarized in the tables on pages 65 to 68. 64 Statement of Information by Industry Segment (millions of dollars) Petroleum Operations Exploration Refining, and Marketing and Chemical Production Transportation Operations Year 1994 Revenues other than intersegment sales . . . . . . . . . . . . . $ 2,568 $ 22,555 $ 4,593 Intersegment sales . . . . . . 3,892 976 69 Total revenues . . . . . . . $ 6,460 $ 23,531 $ 4,662 Operating profit . . . . . . . $ 1,585 $ 591 $ 684 Equity in earnings of others . 4 31 98 General corporate amounts . . . Interest expense . . . . . . . Income taxes . . . . . . . . . (602) (204) (244) Net income . . . . . . . . . $ 987 $ 418 $ 538 Depreciation and related charges $ 1,531 $ 444 $ 195 Capital expenditures . . . . . $ 1,561 $ 451 $ 467 Identifiable assets . . . . . . $ 13,390 $ 7,881 $ 4,375 Equity investments and related advances . . . . . . . . . . . $ 34 $ 32 $ 351 Other Consol- Operations Corporate idated* Year 1994 Revenues other than intersegment sales . . . . . . . . . . . . . $ 144 $ 30,362 Intersegment sales . . . . . . -- -- Total revenues . . . . . . . $ 144 $ 30,362 Operating profit . . . . . . . $ (248) $ 2,612 Equity in earnings of others . -- 133 General corporate amounts . . . $ 64 64 Interest expense . . . . . . . (318) (318) Income taxes . . . . . . . . . 93 255 (702) Net income . . . . . . . . . $ (155) $ 1 $ 1,789 Depreciation and related charges $ 32 $ 37 $ 2,239 Capital expenditures . . . . . $ 48 $ 45 $ 2,572 Identifiable assets . . . . . . $ 586 $ 2,678 $ 28,896 Equity investments and related advances . . . . . . . . . . . $ 3 420 Total assets . . . . . . . . $ 29,316 * After elimination of intersegment transactions. 65 Statement of Information by Industry Segment (millions of dollars) Petroleum Operations Exploration Refining, and Marketing and Chemical Production Transportation Operations Year 1993 Revenues other than intersegment sales . . . . . . . . . . . . . $ 2,631 $ 22,021 $ 3,699 Intersegment sales . . . . . . 4,057 893 74 Total revenues . . . . . . . $ 6,688 $ 22,914 $ 3,773 Operating profit . . . . . . . $ 1,563 $ 1,237 $ 321 Equity in earnings of others . -- 30 60 General corporate amounts . . . Interest expense . . . . . . . Income taxes . . . . . . . . . (568) (441) (141) Net income . . . . . . . . . $ 995 $ 826 $ 240 Depreciation and related charges $ 1,518 $ 419 $ 182 Capital expenditures . . . . . $ 1,590 $ 685 $ 370 Identifiable assets . . . . . . $ 13,822 $ 8,108 $ 3,938 Equity investments and related advances . . . . . . . . . . . $ 31 $ 32 $ 234 Other Consol- Operations Corporate idated* Year 1993 Revenues other than intersegment sales . . . . . . . . . . . . . $ 166 $ 28,617 Intersegment sales . . . . . . 24 -- Total revenues . . . . . . . $ 190 $ 28,617 Operating profit . . . . . . . $ (75) $ 3,046 Equity in earnings of others . (1) 89 General corporate amounts . . . $ (303) (303) Interest expense . . . . . . . (325) (325) Income taxes . . . . . . . . . 31 432 (687) Net income . . . . . . . . . $ (45) $ (196) $ 1,820 Depreciation and related charges $ 30 $ 44 $ 2,193 Capital expenditures . . . . . $ 126 $ 46 $ 2,817 Identifiable assets . . . . . . $ 633 $ 2,051 $ 28,185 Equity investments and related advances . . . . . . . . . . . $ 4 301 Total assets . . . . . . . . $ 28,486 * After elimination of intersegment transactions. 66 Statement of Information by Industry Segment (millions of dollars) Petroleum Operations Exploration Refining, and Marketing and Chemical Production Transportation Operations Year 1992 Revenues other than intersegment sales . . . . . . . . . . . . . $ 2,812 $ 21,282 $ 3,807 Intersegment sales . . . . . . 4,165 981 113 Total revenues . . . . . . . $ 6,977 $ 22,263 $ 3,920 Operating profit . . . . . . . $ 1,149 $ 664 $ (174) Equity in earnings of others . (2) 25 31 General corporate amounts . . . Interest expense . . . . . . . Income taxes . . . . . . . . . (276) (227) 49 Net income (loss) . . . . . . $ 871 $ 462 $ (94) Depreciation and related charges $ 1,751 $ 390 $ 189 Capital expenditures . . . . . $ 1,092 $ 806 $ 320 Identifiable assets . . . . . . $ 13,909 $ 8,135 $ 3,592 Equity investments and related advances . . . . . . . . . . . $ 85 $ 26 $ 188 Other Consol- Operations Corporate idated* Year 1992 Revenues other than intersegment sales . . . . . . . . . . . . . $ 155 $ 28,219 Intersegment sales . . . . . . 48 -- Total revenues . . . . . . . $ 203 $ 28,219 Operating profit . . . . . . . $ (225) $ 1,414 Equity in earnings of others . (9) 45 General corporate amounts . . . $ (209) (209) Interest expense . . . . . . . (247) (247) Income taxes . . . . . . . . . 55 246 (153) Cumulative effects of accounting changes . . . . . . . . . (924) Net income (loss) . . . . . . $ (179) $ (210) $ (74) Depreciation and related charges $ 61 $ 49 $ 2,440 Capital expenditures . . . . . $ 60 $ 56 $ 2,334 Identifiable assets . . . . . . $ 633 $ 2,199 $ 27,951 Equity investments and related advances . . . . . . . . . . . $ 203 502 Total assets . . . . . . . . $ 28,453 *After elimination of intersegment transactions. 67 Statement of Information by Geographic Area Consol- United idated (millions of dollars) States Canada Europe Other Corporate (1) Year 1994 Revenues other than intergeographic sales . $24,003 $ 2,555 $ 1,403 $ 1,899 $ 30,362 Intergeographic sales . 711 706 24 473 -- Total revenues . . . $24,714 $ 3,261 $ 1,427 $ 2,372 30,362 Operating profit . . . $ 1,836 $ 349 $ 47 $ 380 $ 2,612 Net income . . . . . . $ 1,393 $ 203 $ 4 $ 188 $ 1 $ 1,789 Capital expenditures . $ 1,537 $ 340 $ 126 $ 524 $ 45 $ 2,572 Identifiable assets . . $18,074 $ 3,566 $ 2,469 $ 2,123 $ 2,678 $ 28,896 Equity investments and related advances . $ 36 $ 33 $ 4 $ 347 420 Total assets . . . . $ 29,316 Equity in earnings of others . . . . . . . $ 30 $ 4 $ -- $ 99 $ 133 Year 1993 Revenues other than intergeographic sales . $22,777 $ 2,664 $ 1,051 $ 2,025 $ 28,617 Intergeographic sales . 562 749 38 462 -- Total revenues . . . $23,339 $ 3,413 $ 1,089 $ 2,487 $ 28,617 Operating profit . . . $ 2,200 $ 607 $ (80) $ 319 $ 3,046 Net income . . . . . . $ 1,589 $ 451 $ (104) $ 80 $ (196) $ 1,820 Capital expenditures . $ 1,624 $ 294 $ 362 $ 491 $ 46 $ 2,817 Identifiable assets . . $18,226 $ 3,703 $ 2,371 $ 2,118 $ 2,051 $ 28,185 Equity investments and related advances . $ 39 $ 28 $ 3 $ 231 301 Total assets . . . . $ 28,486 Equity in earnings of others . . . . . . . $ 26 $ 1 $ (2) $ 64 $ 89 Year 1992 Revenues other than intergeographic sales . $22,051 $ 2,442 $ 1,180 $ 2,383 $ 28,219 Intergeographic sales . 586 $ 780 $ 15 $ 698 $ -- Total revenues . . . $22,637 $ 3,222 $ 1,195 $ 3,081 $ 28,219 Operating profit . . . $ 1,144 $ (225)$ 12 $ 483 $ 1,414 Net income (loss) . . . $ 909 $ 33 $ (107) $ 225 $ (210) $ (74)(2) Capital expenditures . $ 1,399 $ 128 $ 469 $ 282 $ 56 $ 2,334 Identifiable assets . . $17,768 $ 3,811 $ 2,340 $ 2,252 $ 2,199 $ 27,951 Equity investments and related advances . . . $ 36 $ 82 $ 3 $ 381 502 Total assets . . . . $ 28,453 Equity in earnings of others . . . . . . . . $ 23 $ (2)$ (10) $ 34 $ 45 (1) After elimination of intergeographic transactions. (2) Includes cumulative effects of accounting changes of $(924) million in 1992. 68 AMOCO CORPORATION AND SUBSIDIARIES SUPPLEMENTAL INFORMATION 1. Quarterly Results and Stock Market Data Net Common Stock Income Cash Price Ranges(2) Operating Net (Loss) Dividends Profit Income Per Per High Low Revenues (Loss) (Loss)(1) Share Share (millions of dollars, except per-share amounts) 1994 First quarter . $ 6,765 $ 634 $ 398 $ .80 $ .55 $ 56 1/8 $ 50 7/8 Second quarter 8,035 558 410 .83 .55 60 51 1/8 Third quarter . 7,780 751 445 .89 .55 61 1/4 56 3/4 Fourth quarter 7,782 669 536 1.08 .55 64 1/8 57 1/2 1993 First quarter . 6,943 509 229 .46 .55 58 1/2 48 1/8 Second quarter 7,225 811 487 .98 .55 59 1/4 53 5/8 Third quarter . 7,072 817 520 1.05 .55 58 3/8 52 3/8 Fourth quarter 7,377 909 584 1.17 .55 59 51 1/2 (1) Fourth-quarter 1994 earnings included a $45 million gain associated with the disposition of certain European oil and gas properties, and tax adjustments benefiting corporate operations of $33 million. Results for the third quarter of 1994 included environmental charges of $32 million. Net income for the second quarter of 1994 included restructuring charges of $256 million. Second-quarter 1994 results also included benefits of $270 million relating to final settlements with the IRS involving crude oil excise taxes in the 1980s. Results for the fourth quarter of 1993 included a gain of $120 million associated with the disposition of a portion of an equity investment in a Canadian company. Net income in the third quarter of 1993 included a gain of $70 million associated with the disposition of certain non- strategic Canadian properties. First-quarter results included charges of $170 million related to the writedown of Congo exploration and production operations to current recoverable value and tax benefits of $56 million resulting from disposition of certain operations. (2) The common stock price range is that on the New York Stock Exchange. Amoco's common stock is also traded on the Chicago, Pacific, Toronto and four Swiss stock exchanges. 69 2. Oil and Gas Exploration and Production Activities Supplemental information about oil and gas exploration and production activities is reported in compliance with SFAS No. 69, "Disclosures about Oil and Gas Producing Activities." Results of Operations for Oil and Gas Producing Activities United (millions of dollars) States Canada Europe Other Worldwide 1994 Oil and gas production revenues: From consolidated subsidiaries . . . . . . . $ 2,497 $ 323 $ 2 $ 877 $ 3,699 From unaffiliated entities 460 412 668 603 2,143 Other revenues . . . . . . . 263 186 100 69 618 Total revenues . . . . . . 3,220 921 770 1,549 6,460 Production costs: Taxes other than income . 242 17 21 65 345 Other production costs . . 788 265 278 401 1,732 Exploration expenses . . . . 113 117 178 225 633 Depreciation, depletion and amortization expense . . . 629 261 215 340 1,445 Other related costs . . . . . 412 27 130 151 720 Total costs . . . . . . . . 2,184 687 822 1,182 4,875 Operating profit . . . . . . 1,036 234 (52) 367 1,585 Income tax expense . . . . . 188 113 11 290 602 Results of operations . . . $ 848 $ 121 $ (63) $ 77 $ 983 1993 Oil and gas production revenues: From consolidated subsidiaries . . . . . . . $ 2,572 $ 385 $ 12 $ 1,078 $ 4,047 From unaffiliated entities 742 411 492 442 2,087 Other revenues . . . . . . . 137 322 42 53 554 Total revenues . . . . . . 3,451 1,118 546 1,573 6,688 Production costs: Taxes other than income . . 297 13 17 102 429 Other production costs . . 875 276 209 380 1,740 Exploration expenses . . . . 90 47 151 241 529 Depreciation, depletion and amortization expense . . . . 693 293 165 327 1,478 Other related costs . . . . . 495 61 95 298 949 Total costs . . . . . . . . 2,450 690 637 1,348 5,125 Operating profit . . . . . . 1,001 428 (91) 225 1,563 Income tax expense . . . . . 189 91 9 279 568 Results of operations . . . $ 812 $ 337 $ (100) $ (54) $ 995 Certain data for 1993 have been reclassified. 70 United (millions of dollars) States Canada Europe Other Worldwide Year 1992 Oil and gas production revenues: From consolidated subsidiaries . . . . . . . $ 2,366 $ 476 $ -- $ 1,259 $ 4,101 From unaffiliated entities 904 348 586 822 2,660 Other revenues . . . . . . . 65 71 26 54 216 Total revenues . . . . . . 3,335 895 612 2,135 6,977 Production costs: Taxes other than income . . 271 15 21 351 658 Other production costs . . 934 358 225 382 1,899 Exploration expenses . . . . 140 72 150 300 662 Depreciation, depletion and amortization expense . . . . 703 347 206 401 1,657 Other related costs . . . . . 286 506 18 142 952 Total costs . . . . . . . . 2,334 1,298 620 1,576 5,828 Operating profit . . . . . . 1,001 (403) (8) 559 1,149 Income tax expense . . . . . 223 (324) 95 282 276 Results of operations . . . $ 778 $ (79) $ (103) $ 277 $ 873 Oil and gas production revenues reflect the market prices of net production sold or transferred, with appropriate adjustments for royalties, net profits interest and other contractual provisions. Other revenues in 1994 include the U.S. COET settlement; other revenues in 1993 include Canadian gains on dispositions of properties and investments. Taxes other than income include production and severance taxes and property taxes. Other production costs are lifting costs incurred to operate and maintain productive wells and related equipment, including such costs as operating labor, repairs and maintenance, materials, supplies and fuel consumed. Also included are operating costs of field natural gas liquids plants, because the Corporation includes the operations of these plants in the exploration and production segment. Production costs include related administrative expenses and depreciation applicable to support equipment associated with production activities. Exploration expenses include the costs of geological and geophysical activity, carrying and retaining undeveloped properties and drilling exploratory wells determined to be non-productive. Depreciation, depletion and amortization expense relates to capitalized costs incurred in acquisition, exploration and development activities and does not include depreciation applicable to support equipment. Included in other related costs are significant, non-recurring items and purchases of natural gas for field natural gas liquids plants. Significant, non- recurring items include $102 million for restructuring in 1994; $210 million for the writedown of Congo operations to current recoverable value and U.S. environmental charges of $96 million in 1993; and restructuring charges of $566 million in 1992. Income taxes are generally assigned to the operations that give rise to the tax effects. Results of operations do not include interest expense and general corporate amounts nor their associated tax effects. 71 Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves The standardized measure of discounted future net cash flows relating to proved oil and gas reserves is prescribed by SFAS No. 69. The statement requires measurement of future net cash flows through assignment of a monetary value to proved reserve quantities and changes therein using a standardized formula. The amounts shown are based on prices and costs at the end of each period, legislated tax rates and a 10 percent annual discount factor. Because the calculation assumes static economic and political conditions and requires extensive judgment in estimating the timing of production, the resultant future net cash flows are not necessarily indicative of the fair market value of estimated proved reserves, but provide a reference point that may assist the user in projecting future cash flows. Summarized below is the standardized measure of discounted future net cash flows relating to proved oil and gas reserves at December 31, 1994, 1993 and 1992. United (millions of dollars) States Canada Europe Other Worldwide December 31, 1994 Future cash inflows . . . . . $ 33,605 $ 8,135 $ 6,736 $ 10,951 $ 59,427 Future development and production costs . . . . . . 16,922 3,686 3,939 4,207 28,754 Future income taxes . . . . . 3,999 1,471 950 2,776 9,196 Future net cash flows . . . . 12,684 2,978 1,847 3,968 21,477 Ten percent annual discount . 7,189 1,324 538 1,435 10,486 Discounted net cash flows . . $ 5,495 $ 1,654 $ 1,309 $ 2,533 $ 10,991 December 31, 1993 Future cash inflows . . . . . $ 35,403 $ 7,948 $ 5,826 $ 8,242 $ 57,419 Future development and production costs . . . . . . 17,639 3,605 3,091 4,084 28,419 Future income taxes . . . . . 4,235 1,566 1,012 1,620 8,433 Future net cash flows . . . . 13,529 2,777 1,723 2,538 20,567 Ten percent annual discount . 7,714 1,259 589 961 10,523 Discounted net cash flows . . $ 5,815 $ 1,518 $ 1,134 $ 1,577 $ 10,044 December 31, 1992 Future cash inflows . . . . . $ 43,134 $ 9,786 $ 6,574 $ 9,109 $ 68,603 Future development and production costs . . . . . . 17,541 4,872 3,442 3,751 29,606 Future income taxes . . . . . 6,837 1,828 1,371 2,217 12,253 Future net cash flows . . . . 18,756 3,086 1,761 3,141 26,744 Ten percent annual discount . 10,829 1,459 695 1,091 14,074 Discounted net cash flows . . $ 7,927 $ 1,627 $ 1,066 $ 2,050 $ 12,670 Future cash inflows are computed by applying the year-end prices of oil and gas to proved reserve quantities as reported in the tables under 72 the heading "Estimated Proved Reserves." Future price changes are considered only to the extent provided by contractual arrangements. Future development and production costs are estimated expenditures to develop and produce the proved reserves based on year-end costs and assuming continuation of existing economic conditions. Future income taxes are calculated by applying appropriate statutory tax rates to future pre-tax net cash flows from proved oil and gas reserves less recovery of the tax basis of proved properties, and adjustments for permanent differences. Statement of Changes in Standardized Measure of Discounted Future Net Cash Flows The following table details the changes in the standardized measure of discounted future net cash flows for the three years ended December 31, 1994: 1994 1993 1992 (millions of dollars) Balance at January 1 . . . . . . . . . . . . . . . $10,044 $12,670 $ 11,830 Changes resulting from: Sales and transfers of oil and gas produced, net of production costs . . . . . . . . . . . . . . . (3,765) (3,965) (4,204) Net changes in prices, and development and production costs . . . . . . . . . . . . . . . . 1,059 (3,966) 1,872 Current-year expenditures for development . . . . 1,499 1,594 1,318 Extensions, discoveries, and improved recovery, less related costs . . . . . . . . . . . . . . . 1,128 758 593 Sales of reserves in place . . . . . . . . . . . (45) (235) (332) Revisions of previous quantity estimates . . . . 303 488 (182) Accretion of discount . . . . . . . . . . . . . . 1,331 1,798 1,702 Net change in income taxes . . . . . . . . . . . (253) 1,861 (178) Other . . . . . . . . . . . . . . . . . . . . . . (310) (959) 251 Balance at December 31 . . . . . . . . . . . . . . $10,991 $10,044 $ 12,670 Certain data for 1993 have been reclassified. The price of crude oil has fluctuated over the past several years, and price changes have had significant effects on the computed future cash flows over the period shown. Because the price of crude oil is likely to remain volatile in the future, price changes can be expected to continue to significantly affect the standardized measure of future net cash flows. 73 Estimated Proved Reserves Net proved reserves of crude oil (including condensate), natural gas liquids ("NGL") and natural gas at the beginning and end of 1994, 1993 and 1992, with the detail of changes during those years, are presented below. Reported quantities include reserves in which the Corporation holds an economic interest under production-sharing and other types of operating agreements with foreign governments. The estimates were prepared by Corporation engineers and are based on current technology and economic conditions. The Corporation considers such estimates to be reasonable and consistent with current knowledge of the characteristics and extent of proved production. These estimates include only those amounts considered to be proved reserves and do not include additional amounts that may result from extensions of currently proved areas, or amounts that may result from new discoveries in the future, or from application of secondary or tertiary recovery processes not yet determined to be commercial. Proved developed reserves are those reserves that are expected to be recovered through existing wells with existing equipment and operating methods. 74 Crude Oil and NGL Reserves United States Canada Europe Other Worldwide Crude Crude Crude Crude Oil, Crude (millions of barrels) Oil NGL Oil NGL Oil NGL NGL Oil NGL Proved reserves: December 31, 1991 . . 960 471 267 55 171 14 508 1,898 548 Revisions of previous estimates (15) 11 14 (1) 23 (1) (6) 16 9 Improved recovery applications . . . 2 -- 3 -- 8 1 2 15 1 Extensions, discoveries and other additions . . 2 2 1 -- 3 -- 22 26 4 Purchases of reserves in place . 3 -- 43 6 -- -- -- 46 6 Sales of reserves in place . . . . . . . (3) -- (53) (9) (1) -- (2) (59) (9) Production . . . . (84) (23)(*) (29) (4) (19) (1) (91) (221) (30) December 31, 1992 . . 865 461 246 47 185 13 433 1,721 529 Revisions of previous estimates 14 3 8 1 6 1 35 63 5 Improved recovery applications . . . 6 2 1 -- 14 1 34 55 3 Extensions, discoveries and other additions . . 5 2 19 1 4 -- 77 103 5 Purchases of reserves in place . 1 1 12 2 -- -- 2 14 4 Sales of reserves in place . . . . . . . (3) (1) (35) (4) -- -- -- (38) (5) Production . . . . (75) (25)(*) (26) (5) (18) -- (87) (204) (32) December 31, 1993 . . 813 443 225 42 191 15 494 1,714 509 Revisions of previous estimates (20) 18 (2) 2 7 (1) 27 13 18 Improved recovery applications . . . 16 3 6 -- 4 -- 30 56 3 Extensions, discoveries and other additions . . 48 6 36 2 6 2 49 139 10 Purchases of reserves in place . 5 -- 4 -- -- -- -- 9 -- Sales of reserves in place . . . . . . . (5) (1) (3) -- (7) (1) (22) (37) (2) Production . . . . (71) (22)(*) (21) (5) (24) (1) (83) (198) (29) December 31, 1994 . . 786 447 245 41 177 14 495 1,696 509 Proved developed reserves: December 31, 1991 . . 930 423 252 50 114 11 434 1,723 491 December 31, 1992 . . 839 413 236 43 123 9 384 1,574 473 December 31, 1993 . . 789 396 205 39 154 12 381 1,521 455 December 31, 1994 . . 727 404 198 38 150 10 387 1,455 459 75 Natural Gas Reserves United (billions of cubic feet) States Canada Europe Other Worldwide Proved reserves: December 31, 1991 . . . . . . . . . . 11,649 4,269 1,156 1,626 18,700 Revisions of previous estimates . . 506 (8) 77 (15) 560 Improved recovery applications . . -- -- 6 -- 6 Extensions, discoveries and other additions . . . . . . . . . . . . . 354 134 7 46 541 Purchases of reserves in place . . 2 377 131 -- 510 Sales of reserves in place . . . . (50) (965) (36) -- (1,051) Production . . . . . . . . . . . . (845) (288) (98) (183) (1,414) December 31, 1992 . . . . . . . . . . 11,616 3,519 1,243 1,474 17,852 Revisions of previous estimates . . 812 (25) 81 68 936 Improved recovery applications . . 1 -- 6 -- 7 Extensions, discoveries and other additions . . . . . . . . . . . . . 160 112 22 247 541 Purchases of reserves in place . . 76 86 9 52 223 Sales of reserves in place . . . . (31) (391) -- -- (422) Production . . . . . . . . . . . . (867) (332) (95) (193) (1,487) December 31, 1993 . . . . . . . . . . 11,767 2,969 1,266 1,648 17,650 Revisions of previous estimates . . 220 91 14 159 484 Improved recovery applications . . 1 1 2 -- 4 Extensions, discoveries and other additions . . . . . . . . . . . . . 555 288 236 778 1,857 Purchases of reserves in place . . 117 7 -- -- 124 Sales of reserves in place . . . . (39) (45) (9) -- (93) Production . . . . . . . . . . . . (893) (289) (121) (202) (1,505) December 31, 1994 . . . . . . . . . . 11,728 3,022 1,388 2,383 18,521 Proved developed reserves: December 31, 1991 . . . . . . . . . . 10,892 3,507 621 606 15,626 December 31, 1992 . . . . . . . . . . 10,876 2,916 645 454 14,891 December 31, 1993 . . . . . . . . . . 11,019 2,556 1,062 618 15,255 December 31, 1994 . . . . . . . . . . 10,829 2,643 1,028 1,038 15,538 *Excludes non-leasehold NGL production attributable to processing plant ownership of approximately 10 million barrels for each of 1992, 1993 and 1994. 76 Capitalized Costs The following table summarizes capitalized costs for oil and gas exploration and production activities, and the related accumulated depreciation, depletion and amortization. United (millions of dollars) States Canada Europe Other Worldwide December 31, 1994 Unproved properties: Gross assets . . . . . . . . . $ 365 $ 224 $ 114 $ 170 $ 873 Accumulated amortization . . . 113 91 12 -- 216 Net assets . . . . . . . . . 252 133 102 170 657 Proved properties: Gross assets . . . . . . . . . 14,574 3,906 2,804 6,029 27,313 Accumulated depreciation, depletion, etc. . . . . . . . . 8,168 2,076 1,443 4,781 16,468 Net assets . . . . . . . . . 6,406 1,830 1,361 1,248 10,845 Support equipment and facilities: Gross assets . . . . . . . . . 620 75 106 343 1,144 Accumulated depreciation . . . 321 32 64 235 652 Net assets . . . . . . . . . 299 43 42 108 492 Net capitalized costs . . . . . . $ 6,957 $ 2,006 $ 1,505 $ 1,526 $11,994 December 31, 1993 Unproved properties: Gross assets . . . . . . . . . $ 320 $ 120 $ 163 $ 96 $ 699 Accumulated amortization . . . 133 61 -- -- 194 Net assets . . . . . . . . . 187 59 163 96 505 Proved properties: Gross assets . . . . . . . . . 14,099 3,736 2,515 5,796 26,146 Accumulated depreciation, depletion, etc. . . . . . . . . 7,699 1,896 1,230 4,463 15,288 Net assets . . . . . . . . . 6,400 1,840 1,285 1,333 10,858 Support equipment and facilities: Gross assets . . . . . . . . . 638 74 118 364 1,194 Accumulated depreciation . . . 290 28 63 233 614 Net assets . . . . . . . . . 348 46 55 131 580 Net capitalized costs . . . . . . $ 6,935 $ 1,945 $ 1,503 $ 1,560 $11,943 77 Costs Incurred Property acquisition costs include costs incurred to purchase, lease or otherwise acquire oil and gas properties. Exploration costs include the costs of geological and geophysical activity, carrying and retaining undeveloped properties and drilling and equipping exploratory wells. Development costs include the costs of drilling and equipping development wells, CO2 and certain other injected materials for enhanced recovery projects and facilities to extract, treat and gather and store oil and gas. Exploration and development costs include administrative expenses and depreciation applicable to support equipment associated with these activities. Costs incurred summarized below include both amounts expensed and capitalized. United (millions of dollars) States Canada Europe Other Worldwide 1994 Property acquisition: Proved . . . . . . . . $ 52 $ 11 $ 9 $ 1 $ 73 Unproved . . . . . . . 50 51 3 2 106 Exploration . . . . . . . 245 116 185 291 837 Development . . . . . . . 614 246 193 446 1,499 Total . . . . . . . $ 961 $ 424 $ 390 $ 740 $ 2,515 1993 Property acquisition: Proved . . . . . . . . $ 11 $ 11 $ 36 $ 23 $ 81 Unproved . . . . . . . 4 23 54 20 101 Exploration . . . . . . . 133 64 149 229 575 Development . . . . . . . 657 234 276 427 1,594 Total . . . . . . . $ 805 $ 332 $ 515 $ 699 $ 2,351 1992 Property acquisition: Proved . . . . . . . . $ 2 $ 2 $ -- $ -- $ 4 Unproved . . . . . . . 14 8 3 5 30 Exploration . . . . . . . 151 35 139 311 636 Development . . . . . . . 479 116 381 342 1,318 Total . . . . . . . $ 646 $ 161 $ 523 $ 658 $ 1,988 78 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Part III Item 10. Directors and Executive Officers of the Registrant The information required by this item with respect to directors is incorporated by reference to pages 3-10 of Amoco's Proxy Statement dated March 13, 1995. Also, see heading "Executive Officers of the Registrant" on page 19 of this Form 10-K. Item 11. Executive Compensation The information required by this item is incorporated by reference to pages 11-19 of Amoco's Proxy Statement dated March 13, 1995. Information related to the Board Compensation and Organization Committee Report on Executive Compensation and the Cumulative Total Shareholder Return Five-Year Comparison graph are identified separately therein and are not incorporated herein. Item 12. Security Ownership of Certain Beneficial Owners and Management The information required by this item is incorporated by reference to pages 3, 10, 13 and 14 of Amoco's Proxy Statement dated March 13, 1995. Item 13. Certain Relationships and Related Transactions The information required by this item is incorporated by reference to page 10 of Amoco's Proxy Statement dated March 13, 1995. Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1. and 2. Financial Statements and Schedules See Index to Financial Statements and Supplemental Information on page 36. Schedules not included in this Form 10-K have been omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto. 79 3. Exhibits See Index to Exhibits on page 84. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter ended December 31, 1994. 80 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, and State of Illinois, on the 21st day of March, 1995. AMOCO CORPORATION (Registrant) JOHN L. CARL John L. Carl Executive Vice President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 21, 1995. Signatures Titles Chairman of the Board, President, H. LAURANCE FULLER * and Director H. Laurance Fuller (Principal Executive Officer) Executive Vice President and Chief JOHN L. CARL* Financial Officer John L. Carl (Principal Financial Officer) J. R. REID Vice President and Controller J. R. Reid (Principal Accounting Officer) L. D. THOMAS* Vice Chairman and Director L. D. Thomas PATRICK J. EARLY* Vice Chairman and Director Patrick J. Early DONALD R. BEALL* Director Donald R. Beall 81 Signatures Titles RUTH BLOCK* Director Ruth Block JOHN H. BRYAN* John H. Bryan Director ERROLL B. DAVIS, JR.* Director Erroll B. Davis, Jr. RICHARD FERRIS* Director Richard Ferris F. A. MALJERS* Director F. A. Maljers* ROBERT H. MALOTT* Director Robert H. Malott W. E. MASSEY* Director W. E. Massey MARTHA R. SEGER* Director Martha R. Seger MICHAEL WILSON* Michael Wilson Director RICHARD D. WOOD* Director Richard D. Wood *By JOHN L. CARL Individually and as Attorney-in-Fact John L. Carl 82 SCHEDULE VIII AMOCO CORPORATION VALUATION AND QUALIFYING ACCOUNTS(1) For the Year Ended December 31, (millions of dollars) Additions Balance Charged at to costs Charged Balance Description beginning and to other Deductions at end of year expenses accounts (2) of year 1994 Allowance for doubtful notes and accounts receivable . . . . . $ 65 $ 27 $ -- $ 69 $ 23 1993 Allowance for doubtful notes and accounts receivable . . . . . 87 26 -- 48 65 1992 Allowance for doubtful notes and accounts receivable . . . . . 101 70 -- 84 87 (1) Reserves were deducted from the assets to which they apply in the Consolidated Statement of Financial Position. (2) Accounts written off less recoveries and other adjustments. 83 AMOCO CORPORATION INDEX TO EXHIBITS Sequentially Exhibit Numbered Number Exhibit Page 3(a) --The Amended Articles of Incorporation of the registrant are incorporated herein by reference to Exhibit 3(a) to the registrants's Quarterly Report on Form 10-Q for the quarter ended March 31, 1985. -- 3(b) --By-laws of the registrant as amended December 20, 1994, included herein. 4 --The registrant will provide to the Securities and Exchange Commission upon request copies of instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries. -- 9 --None. -- 10(a) --The 1981 Management Incentive Program of Amoco Corporation and its Participating Subsidiaries, as amended through November 29, 1983, is incorporated herein by reference to Exhibit 10(a) to the registrant's Annual Report on Form 10-K for the year ended December 31, 1983. -- 10(b) --Omitted. -- 10(c) --The 1986 Management Incentive Program of Amoco Corporation and its Participating Subsidiaries, as amended through April 25, 1989, is incorporated herein by reference to Exhibit 10(c) to the registrant's Annual Report on Form 10-K for the year ended December 31, 1989. Amendments to the 1986 Management Incentive Program are incorporated herein by reference to pages 9-16 of Amoco's Proxy Statement dated March 15, 1991. -- 10(d) --Amendments to the 1981 Management Incentive Program are incorporated herein by reference to pages 22-37 of Amoco's Proxy Statement dated March 14, 1986. -- 10(e) --The 1991 Incentive Program of Amoco Corporation and its Participating Subsidiaries is incorporated herein by reference to Exhibit 10(e) to the registrant's Annual Report on Form 10-K for the year ended December 31, 1991. -- 10(f) --Restricted Stock Plan for Non-Employee Directors and Retainer Stock Plan for Non-Employee Directors are incorporated herein by reference to pages 20 through 26 of the registrant's Proxy Statement dated March 16, 1989. -- 84 Sequentially Exhibit Numbered Number Exhibit Page 10(g) --Amoco Employee Savings Plan as amended and restated, effective November 29, 1994, is incorporated herein by reference to Exhibit 10(g) to the registrant's Form S-8 Registration Statement filed March 14, 1995 (No. 33-58063). -- 10(h) --Deferral and Restoration Plans not included herein are incorporated by reference to Exhibit 10(h) to the registrant's Annual Report on Forms 10-K for the years ended December 31, 1992 and 1993. --Amoco Performance Share Restoration Plan; --Deferral Savings Restoration Plan of Amoco Corporation and Participating Companies; --ERISA Savings Restoration Plan of Amoco Corporation and Participating Companies; --Amoco Corporation Deferred Directors Fee Plan; --Bonus Deferral Plan for 1991 Incentive Program and Form of Bonus Deferral Election; --Performance Unit Deferral Plan and Form of Performance Unit Plan Payout Deferral Election; --ERISA Retirement Restoration Plan of Amoco Corporation and Participating Companies; and --Deferral Retirement Restoration Plan of Amoco Corporation and Participating Companies. 11 --None required. -- 12 --Statement Setting Forth Computation of Ratio of Earnings to Fixed Charges for the five years ended December 31, 1994. 13 --None. -- 16 --None. -- 18 --None. -- 21 --Subsidiaries of the registrant. 22 --None. -- 23 --Consent of Price Waterhouse. 24 --Powers of Attorney are incorporated herein by reference to Exhibit 24 to the registrant's Form S-8 Registration Statement filed March 14, 1995 (No. 33-58063). -- 27 --Financial Data Schedule for the year ended December 31, 1994. 28 --None. -- 85