SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-170-2
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
AMOCO EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
AMOCO CORPORATION
200 East Randolph Drive
Chicago, Illinois 60601
Telephone 312-856-6111
SIGNATURE
The Plan
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
AMOCO EMPLOYEE SAVINGS PLAN
By State Street Bank and Trust Company,
Plan Trustee and Administrator
Date: June 23, 1997 By David C. Tolve
David C. Tolve
Vice President
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Amoco Corporation
In our opinion, the accompanying statements of net assets
available for benefits (with fund information) and the related
statement of changes in net assets available for benefits (with
fund information) present fairly, in all material respects, t
he net assets available for benefits of the Amoco Employee
Savings Plan at December 31, 1996 and 1995, and the changes in
net assets available for benefits for the year ended December 31,
1996, 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 audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in the supplemental schedules of
reportable transactions in excess of 5% of plan assets and assets
held for investment purposes is presented for purposes of
additional analysis and is not a required part of the basic
financial statements but is additional information required by
the Employee Retirement Income Security Act of 1974 ("ERISA").
The fund information in the statement of net assets available for
benefits (with fund information) and statement of changes in net
assets available for benefits (with fund information) is
presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net
assets available for benefits of each fund. The supplemental
schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements, and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 23, 1997
AMOCO EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
December 31
1996 1995
(thousands of dollars)
Assets
Investments:
Amoco Stock Fund $ 2,117,146 $ 1,996,674
Cyprus Stock Fund -- 10,114
Money Market Fund 880,300 816,710
U.S. Savings Bonds 22,900 23,475
Balanced Fund 175,425 141,331
Bond Index Fund 45,815 40,239
Equity Index Fund 524,835 320,721
Total investments 3,766,421 3,349,264
Cash held for disbursement 2,017 1,424
Participant loans receivable 134,878 132,913
Total assets 3,903,316 3,483,601
Liabilities -- --
Net assets available for benefits $ 3,903,316 $ 3,483,601
The accompanying notes are an integral part of these statements.
AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 1 OF 3)
For the year ended December 31, 1996
(thousands of dollars)
Amoco Cyprus Money
Stock Stock Market
Fund Fund Fund
Additions of assets attributed to:
Employee contributions $ 69,144 $ -- $ 36,455
Employer contributions 80,085 -- --
Forfeitures (net) (467) -- 514
Realized gains on
sales of investments 29,874 (729) --
Change in unrealized
appreciation in fair
value of investments 232,016 -- --
Interest and dividends 84,604 151 40,801
Participant loans (net) 6,459 (33) (10,471)
Interfund transfers (net) (252,591) (9,133) 112,154
Total additions 249,124 (9,744) 179,453
Deductions of assets attributed to:
Distributions to participants (128,496) (370) (115,771)
Administrative expenses (156) -- (92)
Total deductions (128,652) (370) (115,863)
Net increase (decrease) in plan
assets during the year 120,472 (10,114) 63,590
Net assets available for
plan benefits:
Beginning of year 1,996,674 10,114 816,710
End of year $2,117,146 $ -- $880,300
The accompanying notes are an integral part of these statements.
AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 2 OF 3)
For the year ended December 31, 1996
(thousands of dollars)
U.S. Bond Equity
Savings Index Index
Bonds Fund Fund
Additions of assets attributed to:
Employee contributions $ 1,394 $ 2,185 $ 19,224
Employer contributions -- -- --
Forfeitures (net) (3) (2) (33)
Realized gains on
sales of investments -- (73) 7,829
Change in unrealized
appreciation in fair
value of investments -- 1,401 74,463
Interest and dividends 1,324 79 846
Participant loans (net) (313) 248 (4,346)
Interfund transfers (net) (1,285) 4,667 128,333
Total additions 1,117 8,505 226,316
Deductions of assets attributed to:
Distributions to participants (1,692) (2,855) (22,053)
Administrative expenses -- (74) (149)
Total deductions (1,692) (2,929) (22,202)
Net increase (decrease) in plan
assets during the year (575) 5,576 204,114
Net assets available for
plan benefits:
Beginning of year 23,475 40,239 320,721
End of year $22,900 $45,815 $524,835
The accompanying notes are an integral part of these statements.
AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 3 OF 3)
For the year ended December 31, 1996
(thousands of dollars)
Cash
Disbursement
Account and
Balanced Participant
Fund Loans Total
Additions of assets attributed to:
Employee contributions $ 7,421 $ -- $ 135,823
Employer contributions -- -- 80,085
Forfeitures (net) (9) -- --
Realized gains on
sales of investments 2,583 -- 39,484
Change in unrealized
appreciation in fair
value of investments 14,662 -- 322,542
Interest and dividends 1,206 592 129,603
Participant loans (net) 242 8,214 --
Interfund transfers (net) 17,855 -- --
Total additions 43,960 8,806 707,537
Deductions of assets attributed to:
Distributions to participants (9,304) (6,248) (286,789)
Administrative expenses (562) -- (1,033)
Total deductions (9,866) (6,248) (287,822)
Net increase (decrease) in plan
assets during the year 34,094 2,558 419,715
Net assets available for
plan benefits:
Beginning of year 141,331 134,337 3,483,601
End of year $175,425 $ 136,895 $3,903,316
The accompanying notes are an integral part of these statements.
AMOCO EMPLOYEE SAVINGS PLAN
_______________________
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
Amoco Corporation (the "Company") established the Amoco
Employee Savings Plan (the "Plan") effective July 1, 1955. The
Plan was amended and restated effective July 1, 1996. The Plan
includes all approved companies of the controlled group of
corporations included in the consolidated Federal income tax
return of the Company. The purpose of the Plan is to encourage
employees in the regular savings of a part of their earnings and
to assist them in accumulating additional security for their
retirement. The Plan provides that both employee and Company
contributions will be held in a trust by an independent trustee
for the benefit of participating employees. State Street Bank and
Trust Company ("State Street Bank") is the Trustee and Plan
Administrator of the Plan. The Company reserves the right to make
any changes to or terminate the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Under the Plan, participating employees may contribute up to
a certain percentage of their qualified pay on a pre-tax and/or
after-tax basis. A specified portion of the employee
contribution, up to a maximum of 6 percent, is matched by the
Company in the form of contributions to the Amoco Stock Fund.
There were 28,977 participants of the various companies in
the Plan at December 31, 1996, of which 26,203 were current
employees. Participants are fully vested in their participant
contribution accounts. Vesting in Company contribution accounts
is dependent upon specific criteria as described in the Plan
document. Forfeited Company contributions are used to reduce
matching Company contributions or to offset administrative
expenses of the Plan.
All reasonable and necessary Plan administrative expenses
are paid out of the Plan trust or paid by the Company. Generally,
fees and expenses related to investment management of each fund
are paid out of the respective funds. As a result, the returns
on those investments are net of the fees and expenses of the
managers of those funds and certain other brokerage commissions
and other fees and expenses incurred in connection with those
investment elections. Fees and expenses associated with U.S.
Savings Bonds are paid as costs and expenses of the Plan.
Participating Company contributions are invested by the
Trustee in the Amoco Stock Fund. Each participating employee may
direct that any or all cash consisting of his contributions and
income credited to his accounts shall be invested or held by the
Trustee in one or more of the following investment funds: Amoco
Stock Fund, Money Market Fund, U.S. Savings Bonds, Balanced Fund,
Bond Index Fund, or Equity Index Fund.
NOTES TO FINANCIAL STATEMENTS (continued)
Amoco Stock Fund
Most Amoco Stock Fund contributions are used by the Trustee
to purchase shares of Company common stock. The balance is held
as cash or can be used to purchase short-term investments and
other public and private debt, equity, and derivative securities
(including options and futures contracts). There were no
investments in derivative securities during the year ended
December 31, 1996. The Trustee, as directed by the fund manager,
makes purchases and sales of securities on the open market, in
privately negotiated transactions or otherwise. From time to time
the Plan also borrows funds as necessary, through available lines
of credit totaling $200 million, from one or more financial
institutions on a short-term basis at market rates to provide
sufficient liquidity to the Amoco Stock Fund. The assets of the
Amoco Stock Fund are used as security for such loans. During the
year there were borrowings on the lines of credit resulting in
interest of approximately $14,000, which has been included in
administrative expense of the Plan. There were no borrowings on
these lines of credit as of December 31, 1996.
The percentage of assets of the Amoco Stock Fund in
investments other than Company common stock under normal
circumstances is less than 5 percent. However, this figure may
change as transactions are made and may be substantially higher
or lower at a given time. The percentage of assets of the Amoco
Stock Fund in investments other than Company common stock,
primarily consisting of cash equivalents, at year-end December
31, 1996 was 2 percent.
Shares of common stock held in the fund and dividends and
other distributions on common stock are not specifically
allocated to participant accounts. Instead, each participant's
investment in the Amoco Stock Fund is based on the proportion of
his or her investment in the fund to that of all Plan
participants. Participants' balances in the Amoco Stock Fund are
denominated in "units." The value of a unit upon the
establishment of the Amoco Stock Fund at October 1, 1991 was
$10.00. The value of a unit fluctuates in response to various
factors including, without limitation, the price of and dividends
paid on common stock, earnings and losses on other investments in
the fund and the mix of assets in the fund among Amoco common
stock and other investments. At December 31, 1996 there were
112,099,526 units in the fund at a unit value of $18.88. The
manager of the Amoco Stock Fund is State Street Global Advisors,
the investment management unit of State Street Bank.
Cyprus Stock Fund
This fund ceased to be an investment option effective July
1, 1996. All participant investments remaining in the Cyprus
Stock Fund after the close of business on June 28, 1996 were
liquidated and invested in the Money Market Fund.
Money Market Fund
Amounts invested in the Money Market Fund are held in the
U.S. Cash Management Fund for Directed Trusts ("Cash
Management Fund")
NOTES TO FINANCIAL STATEMENTS (continued)
of the Brinson Trust Company Collective Investment Trust for
Pension and Profit Sharing Trusts (the "Brinson Collective
Trust"). The types of investments the Brinson Collective Trust
may invest in include U.S. Treasury obligations, commercial
paper, bank deposits, certificates of deposit, bonds, debentures,
publicly available money market funds, loan participation and
other obligations; provided that no more than 20 percent of the
value of the Brinson Collective Trust may be invested in longer-
term investments. As of December 31, 1996, the fund was invested
primarily in cash equivalents. The manager of the Money Market
Fund is Brinson Partners, Inc. of Chicago. The fund manager is
responsible for the selection of securities to be purchased for
the Money Market Fund.
U.S. Savings Bonds
Participant contributions in U.S. Savings Bonds are invested
by the Trustee in the most recent offering issued by the U.S.
Treasury. Contributions are held in participants' accounts until
they are invested in U.S. Savings Bonds.
Balanced Fund
The Balanced Fund is a diversified fund which offers
investors a mixture of stocks and bonds. The fund is balanced by
an exposure to the equity markets of approximately 60 percent and
an exposure to the fixed income markets of approximately 40
percent. The equity component includes exposure to both the
domestic and international markets. For additional liquidity, a
portion of the Balanced Fund is invested in State Street Bank's
Short- Term Investment Fund composed of various short-term
financial instruments. A small portion of the Balanced Fund is
held in derivative instruments to manage its currency and market
exposures. State Street Global Advisors Inc., a subsidiary of
State Street Bank, is the investment manager of the Balanced
Fund. At December 31, 1996 there were 16,332,982 units in the
fund at a unit value of $10.74.
Bond Index Fund
The Bond Index Fund is invested primarily in Bankers Trust
Company's commingled BT Pyramid Broad Market Index Fund ("BT
Broad Market Fund"). The BT Broad Market Fund is part of the BT
Pyramid Trust of Bankers Trust Company, of which Bankers Trust
Company is the trustee. A small portion of the Bond Index Fund
may be held in money market and other short-term instruments
and U.S. Treasury futures contracts for liquidity purposes.
The investment manager of the Bond Index Fund is Bankers Trust
Company. At December 31, 1996 there were 9,006,736 units in the
fund with a unit value of $5.08.
Equity Index Fund
The Equity Index Fund is invested primarily in the BT
Pyramid Equity Index Fund. The BT Pyramid Equity Index Fund is
part of the BT Pyramid Trust of Bankers Trust Company. A small
portion of the Equity Index Fund is invested in short-term
investments and derivative instruments, such as the S&P 500
futures contracts, for liquidity
NOTES TO FINANCIAL STATEMENTS (continued)
purposes. The Equity Index Fund is managed by Bankers Trust
Company. At December 31, 1996 there were 18,899,313 units in the
fund at a unit value of $27.77.
2. Summary of Significant Accounting Policies:
Method of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires estimates and
assumptions that affect certain reported amounts. Actual results
may differ in some cases from the estimates.
Investment Valuation
Common stock of the Company is valued at the closing market
price on the New York Stock Exchange. Common stock in other
funds is also valued at market prices. Series "EE" Bonds are
valued at the current redemption value prescribed by U.S.
Treasury Department regulations. Interests in the Money Market
Fund are valued at cost, which approximates market value.
Realized gains and losses are recognized upon the disposition of
investments by comparing the proceeds, or market value, to the
average cost (see Note 5).
NOTES TO FINANCIAL STATEMENTS (continued)
3. Investments:
The composition of various savings plan funds as of December
31, 1996 and 1995 was as follows:
December 31
1996 1995
(thousands of dollars)
Amoco Stock Fund
Amoco Corporation common stock, at
market value; 25,845,217 shares
and 27,269,216 shares, respectively
(cost -- $1,510,953 and $1,420,835,
respectively) $2,080,540 $1,959,975
Cash equivalents 37,238 31,162
Interest, dividends, and other
receivables (payables) (632) 5,537
Total 2,117,146 1,996,674
Cyprus Stock Fund
Cyprus common stock, at market value;
year-end 1995, 376,981 shares
(cost $4,713) -- 9,849
Cash equivalents -- 289
Interest and other payables -- (24)
Total -- 10,114
Money Market Fund
Cash equivalents 873,480 807,636
Interest and other receivables 6,820 9,074
Total 880,300 816,710
U.S. Savings Bonds
Series "E" Bonds, $25 denomination,
at redemption value; year-end 1995,
392 units (cost $7) -- 49
Series "EE" Bonds, $50-$100
denomination, at redemption value;
720,681 units and 761,063 units,
respectively (cost -- $18,091 and
$19,119, respectively) 22,826 23,334
Cash equivalents 74 92
Total 22,900 23,475
NOTES TO FINANCIAL STATEMENTS (continued)
3. Investments: (continued)
December 31
1996 1995
(thousands of dollars)
Balanced Fund
S&P 500 Index Fund with Futures,
at market value; 567,449 and
610,099 units, respectively (cost --
$48,750 and $46,125, respectively) 67,756 59,217
Daily Bond Market Fund, at market
value; 3,713,230 and 3,033,207
units, respectively (cost --
$45,904 and $35,609, respectively) 51,012 40,154
Daily EAFE Fund, at market
value; 2,330,026 and 1,775,541 units
respectively (cost -- $26,614 and
$19,176, respectively) 29,328 21,076
S&P Midcap Index Fund, at market value;
296,012 and 376,606 units,
respectively (cost -- $6,549 and
$7,150, respectively) 7,961 8,493
Short-Term Investment Fund 19,362 11,900
Interest, dividends, and other
receivables (payables) 6 491
Total 175,425 141,331
Bond Index Fund
BT Broad Market Fund, at market
value; 24,629,576 and 22,409,600
units, respectively (cost --
$41,429 and $35,895, respectively) 45,163 39,646
Liquid Asset/Bond Index Fund, at
market value; 565,414 and 372,929
units, respectively (cost -- $565
and $373, respectively) 565 373
Interest, dividends, and other
receivables (payables) 87 220
Total 45,815 40,239
Equity Index Fund
BT Pyramid Equity Index Fund, at
market value; 297,329 and 229,243
units, respectively (cost --
$389,847 and $262,045, respectively) 505,403 316,578
Liquid Asset Mutual Fund, at
market value; 18,997,795 and 481,444
units, respectively (cost -- $18,998
and $481, respectively) 18,998 481
Interest, dividends, and other
receivables (payables) 434 3,662
Total 524,835 320,721
Total Investments $3,766,421 $3,349,264
NOTES TO FINANCIAL STATEMENTS (continued)
4. Participant Loans:
Participants are eligible to borrow from their account
balances in the Plan. Loans are made in the form of cash and the
amount may not exceed the lesser of 50 percent of the market
value of the total vested accounts or $50,000 less the highest
loan balance outstanding during the preceding twelve months. The
participant must execute a promissory note to take out a loan.
Interest rates are fixed for the duration of the loan and charged
on the unpaid balance. The interest rate charged is the prime
rate as reported by the Wall Street Journal on the next to the
last business day of the month preceding the month the
participant applies for the loan. Repayment of loan principal
and interest is generally made by payroll deductions and credited
to the participant's accounts.
5. Sales, Redemptions, and Distributions of Securities:
The aggregate of income realized from sales, redemptions,
and distributions of securities in participants' accounts for the
year ended December 31, 1996 was as follows:
Average Gains/(Losses)
Securities Proceeds Cost Realized
(thousands of dollars)
Amoco Stock Fund $ 981,811 $ 951,937 $ 29,874
Cyprus Stock Fund 9,191 9,920 (729)
Bond Index Fund 18,543 18,616 (73)
Equity Index Fund 110,942 103,113 7,829
Balanced Fund 55,999 53,416 2,583
Total $1,176,486 $1,137,002 $ 39,484
Average cost is calculated as the weighted average of the
fair value of the disposed securities at the beginning of the
year or acquisition cost if acquired during the year.
6. Taxes:
In August 1995 the Company received a ruling from the
Internal Revenue Service that the Plan qualifies under section
401(a) of the Internal Revenue Code. The Company reserves the
right to make any amendment necessary to maintain the
qualification of the Plan and Trust.
The Plan has been amended subsequent to August 1995 and the
Plan Administrator and Trustee believe that the Plan is being
operated in compliance with applicable requirements of the
Internal Revenue Code.
NOTES TO FINANCIAL STATEMENTS (continued)
7. Unrealized Appreciation on Investments:
Unrealized appreciation on investments held, expressed in
thousands of dollars, amounted to $322,542 during 1996. This
amount has been reflected in the statement of changes in net
assets available for benefits (with fund information) for the
period. Such amounts were computed in a manner similar to that
discussed in Note 5 for computing realized income from sales,
redemptions and distributions to securities.
8. Withdrawals and Forfeitures:
Distributions to participants are reported at market value
at the date of distribution. For the year ended December 31,
1996, the balance of participants' accounts withdrawn, expressed
in thousands of dollars, totaled $287,303. Disbursements in cash
or securities in settlement of such accounts amounted to
$286,789. The difference of $514 represented the total amount of
participating Company contributions forfeited during that period.
AMOCO SAVINGS PLAN
FORM 5500 FOR PLAN YEAR 1996
Line 27a -- Schedule of Assets Held for Investment Purposes
(b) (c) (d) (e)
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF ASSETS RATE COST VALUE
(thousands of dollars)
* Amoco Corporation Amoco Corporation Common Stock $1,510,953 $2,080,540
U.S. Government U.S. Govt. Series EE - Bonds $ 18,091 $ 22,826
Bankers Trust Company BT Pyramid Broad Market Index Fund $ 41,429 $ 45,163
Bankers Trust Company Liquid Asset/Bond Index Fund $ 565 $ 565
Bankers Trust Company BT Pyramid Equity Index Fund $ 389,847 $ 505,403
Bankers Trust Company Liquid Asset Mutual Fund $ 18,998 $ 18,998
* State Street Bank and
Trust Company Daily Bond Market Fund $ 45,904 $ 51,012
* State Street Bank and
Trust Company Daily EAFE Fund $ 26,614 $ 29,328
* State Street Bank and
Trust Company S&P 500 Index Fund with Futures $ 48,750 $ 67,756
* State Street Bank and
Trust Company S&P Midcap Index Fund $ 6,549 $ 7,961
Brinson Trust Company U.S. Cash Management Fund $ 873,480 $ 873,480
* State Street Bank and
Trust Company Short-Term Investment Fund $ 56,674 $ 56,674
* Participant Loans 8.25% - -0- $ 134,878
8.5%
* Party in Interest Transactions
AMOCO EMPLOYEE SAVINGS PLAN
FORM 5500 FOR PLAN YEAR 1996
Line 27d -- Schedule of Reportable Transactions, In Excess of 5% of Plan Assets
Number Value of Cost of Gain/Loss on
of
Transactions Transactions Transactions Transactions
Identity of Description of Pur- Pur-
Party Involved Assets chases Sales Purchases Sales Purchases Sales chases Sales
(thousands of dollars)
Amoco Corporation Common Stock 222 $ 840,486 $ 840,486 N/A
378 $981,811 $750,374 $231,437
Brinson Trust U.S. Cash 126 $ 829,707 $ 829,707 N/A
Company Management Fund 136 $763,863 $763,863 N/A
State Street Bank Short-Term 356 $1,005,191 $1,005,191 N/A
& Trust Company Investment Fund 472 $991,960 $991,960 N/A
Bankers Trust BT Pyramid Equity 98 $ 217,475 $ 217,475 N/A
Company Index Fund 66 $110,942 $ 91,115 $ 19,827
Bankers Trust Liquid Asset Fund 842 $ 354,980 $ 354,980 N/A
Company 523 $336,271 $336,271 N/A