<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
(Full title of the Plan)
BP Amoco p.l.c.
BRITANNIC HOUSE
1 FINSBURY CIRCUS
LONDON EC2M 7BA, ENGLAND
(Name of the issuer of the securities held pursuant to
the Plan and the address of its principal executive office)
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
TABLE OF CONTENTS
Page
Report of Independent Auditors 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits as
of December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 1998 and 1997 3
Notes to Financial Statements 4
Signature 22
Exhibit 23 - Consent of Independent Auditors 24
<PAGE>
Report of Independent Auditors
Plan Administrator
The BP America Partnership Savings Plan
Cleveland, Ohio
We have audited the accompanying statements of net assets
available for plan benefits of The BP America Partnership Savings
Plan as of December 31, 1998 and 1997, and the related statements
of changes in net assets available for plan benefits for the
years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan at December 31, 1998 and
1997, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
June 18, 1999
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997
($ in thousands)
December 31,
1998 1997
Value of Interest in Master Trust (Note J) $ 13,924 $ 11,990
Net Assets Available for Plan Benefits $ 13,924 $ 11,990
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1998 and 1997
($ in thousands)
Year Ended
December 31,
1998 1997
Changes in Value of Interest in Master Trust (Note J):
Additions:
Contributions:
Employer Contributions $ 550 $ 528
Participant Contributions 1,437 1,397
Investment Income 719 870
Net Realized and Unrealized Gain on Investments 1,163 863
Total Additions 3,869 3,658
Deductions:
Participant Withdrawals (1,784) (1,567)
Total Deductions (1,784) (1,567)
Transfer (To) From Other Plans (151) 1
Increase 1,934 2,092
Net Assets Available for Plan Benefits at
Beginning of Year 11,990 9,898
Net Assets Available for Plan Benefits at
End of Year $ 13,924 $ 11,990
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE A - DESCRIPTION OF PLAN
The following description of The BP America Partnership Savings Plan
(the Plan) provides only general information. Participants should
refer to the Plan document for a more complete description of the
Plan's provisions.
General Provisions. BP Amoco p.l.c. was created on December 31, 1998
by the merger of Amoco Corporation and The British Petroleum Company
p.l.c. (BP). Following this merger, BP was renamed BP Amoco p.l.c. (BP
Amoco). BP America Inc. (the Company) is an indirect wholly owned
subsidiary of BP Amoco. The merger did not change the vesting or
benefit provisions which were applicable to the participants prior to
the merger. The Plan became effective April 1, 1988.
The Plan is a defined contribution plan, which is subject to and
complies with the Employee Retirement Income Security Act of 1974, as
amended (ERISA). Plan assets are held in a trust under the terms and
provisions of the Savings Plan Master Trust Agreement between the
Company and Bankers Trust Company (the Trustee). The Company is the
Plan sponsor and an officer of the Company serves as Plan
Administrator. Metropolitan Life Insurance Company is the Plan record-
keeper. Effective February 1, 1999, Fidelity Management Trust Company
will become the Plan's trustee and Fidelity Investments Institutional
Services Company, Inc. will become the Plan's record-keeper.
The Company may amend or terminate the Plan at any time. Upon any
termination of the Plan, the participating employees are 100 percent
vested in both their own and the Company's matching contributions
included in the employees' accounts at the time of termination.
Eligibility. Employees of the ProCare division and Managers and
Assistant Managers of Company-operated service stations are eligible
to participate in the Plan. Employees become eligible to participate
after (i) attaining age 21, and (ii) the completion of a twelve-month
period, ending on their first anniversary of employment or any
subsequent plan year, in which they have completed 1,000 or more hours
of service in accordance with the requirements of ERISA. Fee-for-
service workers and independent contractors are ineligible to
participate in the Plan.
4
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE A - DESCRIPTION OF PLAN (continued)
Contributions. Participants may contribute to the Plan on a before-
tax basis or an after-tax basis up to 16% of base pay, subject to
legal restrictions. Participants may elect any of the following
investment funds: (i) BP ADS Fund, (ii) Vanguard Windsor Fund,
(iii) Vanguard Growth and Income Fund, (iv) Income Fund, (v)
INVESCO Total Return Fund, (vi) Fidelity Blue Chip Growth Fund, (vii)
J. P. Morgan Institutional International Equity Fund, (viii) Vanguard
Small-Cap Index Fund, and (ix) Vanguard/Wellesley Income Fund.
Participant contributions are remitted semi-monthly to the Trustee and
are credited to the participant's account. Participants may change
the percentage they contribute and the investment direction of their
contributions throughout the year.
The Company contributes quarterly to the Plan an amount equal to fifty
percent of each participant's contribution up to 6% of base pay.
Company contributions are made in investments which follow the
participant investment direction.
Forfeitures of employer contributions by participants who withdrew
from the Plan before vesting amounted to $26,643 in 1998 and $13,281
in 1997. The Plan uses forfeitures to pay certain administrative
expenses and to reduce future Company contributions.
Investment Transfers. Participants may elect to sell any portion of
their investment fund(s) and reinvest the proceeds in one or more of
the other available investment alternatives. There are no
restrictions on the number of transactions a participant may authorize
during the Plan year.
Vesting. For employees electing to participate in the Plan prior to
July 1, 1991, vesting in the Company contributions occurs after the
earlier of 4 years of Plan participation or 5 years of continuous
employment with the Company. For employees joining the Plan on or
after July 1, 1991, vesting generally occurs after 5 years of
continuous employment with the Company. Employees automatically are
fully vested at death, at age 65, if declared mentally incompetent, or
if permanently and totally disabled. Employees hired before January 1,
1993, are always completely vested in all earnings pertaining to their
account, including those on the Company match. However, employees
hired after December 31, 1992, who terminate prior to vesting, forfeit
the Company match as well as earnings thereon.
Loans. The Plan does not provide for loans to participants.
5
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE A - DESCRIPTION OF PLAN (concluded)
Withdrawals. Active Plan participants may receive, for any reason, in-
service withdrawals of their after-tax contributions, associated
earnings and, if they are vested, all related Company contributions
and earnings thereon. Withdrawals of before-tax contributions and the
pre-1988 earnings thereon, are generally available only for
participants if at least 59 1/2, if totally and permanently disabled
or in the case of approved financial hardship. Withdrawals may be
received in cash or in kind, except hardship withdrawals and
withdrawals from the J.P. Morgan Institutional International Equity
Fund which can only be paid in cash.
Retirement and Termination of Employment. Upon termination of active
participation by reason of retirement or other termination of
employment, distribution of the vested account balance may generally
be made at the participant's election in one of the following forms:
a) immediate or postponed lump sum, or
b) monthly installment payments
NOTE B - PLAN AMENDMENTS
During 1997, two new investment funds were made available to Plan
participants and two funds were renamed. Additionally, the Plan was
amended to clarify the calculation of matching contributions and the
restoration of account balances upon reemployment.
NOTE C - ACCOUNTING POLICIES
General. The financial statements of the Plan are prepared on the
accrual basis of accounting in accordance with generally accepted
accounting principles (GAAP).
Use of Estimates. The preparation of financial statements in
conformity with GAAP requires the Company to make estimates and
assumptions that affect the reported amount of net assets. Actual
results could differ from the estimates and assumptions used.
6
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE C - ACCOUNTING POLICIES (concluded)
Investment Valuation. Investments are valued at quoted market prices,
if available. Investments in guaranteed investment contracts, owned by
the Master Trust, including the Plan's share of such contracts held in
the Income Fund, are valued at fair value because the contracts are
not fully benefit responsive as there is a severe penalty for early
withdrawal. Investments in managed portfolios, collateralized mortgage
obligations, and other government obligations held in the Income Fund
are carried at market value, adjusted to reflect, if applicable,
amounts that would become due or payable under agreements with
financial institutions should the underlying securities be sold prior
to maturity. Other investments for which no quoted market prices are
available are valued at fair value as determined by the Bankers Trust
Company based on the advice of its investment consultants. Realized
gains or losses on security transactions are determined on the trade
date by the difference between proceeds received and average cost of
the investment. Premiums and discounts are amortized over the life of
the securities.
Plan Expenses. Administrative expenses are primarily paid by the
Company; investment processing fees are paid by affected participants
from Plan assets.
NOTE D - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
($ in thousands)
December 31, 1998
<S> <C>
Net assets available for plan benefits per the financial statements $13,924
Amounts allocated to withdrawing participants (40)
Net assets available for plan benefits per the Form 5500 $13,884
</TABLE>
The following is a reconciliation of participant withdrawals per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1998
<S> <C>
Participant withdrawals per the financial statements $1,784
Amounts allocated to withdrawing participants 40
Participant withdrawals per the Form 5500 $1,824
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31 but not yet paid as of that date.
7
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE E - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company
by letter dated February 5, 1996, that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (the Code) and that the
Trust is tax exempt under Section 501(a) of the Code. The Plan has
been amended since receiving the determination letter. However, the
Plan administrator and the Company's tax counsel believe the Plan
continues to meet the applicable tax qualification requirements of
the Code.
NOTE F - INCOME FUND
The Income Fund (formerly the Fixed Income Fund) invests primarily
with managed portfolio companies and insurance companies in contracts
where the repayment of principal and payment of interest at a fixed
rate for a fixed period of time are backed by the financial strength
of such financial institutions. The Plan intends to hold these
contracts to maturity. The Income Fund does not purchase on margin or
leverage investments, which limits potential losses to the investments
themselves. The Income Fund also invests in U.S. Government-backed
agency obligations or in contracts backed by such obligations.
The managed portfolio companies invest in mortgage-backed obligations,
money market instruments, corporate bonds, assets-backed securities,
private placement bonds, fixed income securities, non-convertible
preferred stock, futures and options, government notes and bonds, and
foreign corporate and government bonds. The investment contracts
contain investment-type concentration guidelines and quality
guidelines based on the market value of the portfolio.
The Plan's relative interest in the contracts with managed portfolio
companies and insurance companies represents the maximum potential
credit losses from concentrations of credit risk associated with its
investment in the Income Fund.
In order to assure the realization of the carrying amount of
collateralized mortgage obligations, should the securities be sold
prior to maturity, the Income Fund enters into agreements with
financial institutions, under the terms of which, in certain
situations, upon the sale of the securities, the Income Fund would
receive the carrying amount of the securities with any difference
between such carrying amount and the sales proceeds charged or
credited to the account of the financial institution. At December 31,
1998 and 1997, the Plan's relative interest in amounts that would be
received by the Income Fund from such financial institutions amounted
to $110,000 and $330,000, respectively.
8
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE F - INCOME FUND (continued)
Certain other employee benefit plans of the Company participate in the
Income Fund. Each plan's relative interest in the Income Fund and the
related income and administrative expense is determined on a basis
proportionate to each plan's past contributions adjusted to reflect
distributions, transfers and prior investment earnings. The Plan's
share of the Income Fund was 0.5% at December 31, 1998 and 0.5% at
December 31, 1997.
Participants' accounts earn a blended rate, or weighted average, of
all of the investments held in the Income Fund. Identified below are
the Income Fund investments as of December 31, 1998 and 1997:
9
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
<TABLE>
NOTE F - INCOME FUND (continued)
<CAPTION>
Effective Annual % of Income Fund
Interest Rate Net Assets Maturity
(Net of Expenses) at 12/31/98 Date
<S> <C> <C> <C>
Managed Portfolio:
Pacific Investment Management Co. 7.02 28 (1)
J P Morgan Investment Management Co. 7.02 18 (2)
STW 6.42 12 (1)
Loomis Sayles 8.45 20 (1)
78
Guaranteed Investment Contracts:
Aetna Life Insurance Co. 9.48 4 6/15/99
Monumental Life Insurance Co. 6.75 2 12/15/01
John Hancock Mutual Life Insurance Co. 8.36 3 6/30/99
New York Life Insurance Co. 9.48 2 11/28/99
Prudential Insurance Co. 9.70 3 12/15/99
14
Collateralized Mortgage Obligations:
Federal Home Loan Mortgage Corp. (1393 C) 6.00 - (3)
Federal Home Loan Mortgage Corp. (1423 C) 6.60 1 (3)
Federal Home Loan Mortgage Corp. (1494 PE) 5.70 1 (3)
Federal National Mortgage Association (197 A) 6.50 - (3)
2
Other Government Obligations:
Federal Home Loan Mortgage Corp. 7.67 1 5/24/99
Federal Home Loan Mortgage Corp. 7.69 1 6/16/99
Federal National Mortgage Association 8.06 1 6/21/99
Federal National Mortgage Association 7.39 - 5/22/01
3
Interest Bearing Cash:
B T Pyramid Directed Cash Fund 3
100
<FN>
<F1>
(1) Requires 30 day notice to terminate.
<F2>
(2) Requires 60 day notice to terminate.
<F3>
(3) Sold in January, 1999.
</FN>
</TABLE>
10
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE F - INCOME FUND (concluded)
<TABLE>
<CAPTION>
Effective Annual % of Income Fund
Interest Rate Net Assets Maturity
(Net of Expenses) at 12/31/97 Date
<S> <C> <C> <C>
Managed Portfolio:
Pacific Investment Management Co. 7.64 16 (1)
J P Morgan Investment Management Co. 7.94 17 (2)
STW 6.30 10 (1)
Loomis Sayles 8.16 15 (1)
58
Guaranteed Investment Contracts:
Aetna Life Insurance Co. 9.48 8 6/15/99
Commonwealth Life Insurance Co. 6.75 2 12/15/01
John Hancock Mutual Life Insurance Co. 8.36 2 6/30/99
Massachusetts Mutual Life Insurance Co. 9.65 4 7/14/98
New York Life Insurance Co. 9.48 5 11/28/99
Prudential Insurance Co. 9.70 6 12/15/99
27
Collateralized Mortgage Obligations:
Federal Home Loan Mortgage Corp. (1206 F) 6.05 1 9/15/98
Federal Home Loan Mortgage Corp. (1195 DZ) 6.63 1 10/15/98
Federal Home Loan Mortgage Corp. (1213 G) 5.96 1 11/15/98
Federal Home Loan Mortgage Corp. (1393 C) 5.39 1 6/15/99
Federal Home Loan Mortgage Corp. (1423 C) 6.81 1 9/15/99
Federal Home Loan Mortgage Corp. (1494 PE) 5.99 1 11/15/99
Federal National Mortgage Association (197 A) 7.36 1 2/25/02
7
Other Government Obligations:
Federal Home Loan Mortgage Corp. 7.25 1 6/8/98
Federal Home Loan Mortgage Corp. 7.63 1 5/24/99
Federal National Mortgage Association 7.62 1 6/16/99
Federal National Mortgage Association 8.04 1 6/21/99
Federal Home Loan Mortgage Corp. 7.39 1 5/22/01
5
Interest Bearing Cash:
B T Pyramid Directed Cash Fund 3
100
<FN>
<F1>
(1) Requires 30 day notice to terminate.
<F2>
(2) Requires 60 day notice to terminate.
</FN>
</TABLE>
11
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE G - VANGUARD SMALL-CAP INDEX FUND
Effective July 1, 1997, the Vanguard Small-Cap Index Fund (formerly
the Vanguard Index Trust/Small Capitalization Stock Fund) became
available to participants. The Vanguard Small-Cap Index Fund attempts
to provide investment results that parallel the performance of the
unmanaged Russell 2000 Small Stock Index, from a portfolio of small
capitalization common stocks.
NOTE H - VANGUARD/WELLESLEY INCOME FUND
Effective July 1, 1997, the Vanguard/Wellesley Income Fund became
available to participants. The Vanguard/Wellesley Income Fund seeks
to provide as much current income as is consistent with reasonable
risk with the potential for moderate growth of capital by investing in
bonds and dividend-paying common stocks.
NOTE I - VANGUARD GROWTH AND INCOME FUND
Effective July 1, 1997, the Vanguard Quantitative Mutual Fund was
renamed the Vanguard Growth and Income Fund.
NOTE J - MASTER TRUST
For the years ended December 31, 1998 and 1997, Bankers Trust Company
held all investment assets of the Plan in the Master Trust with the
assets of other plans of the Company. The beneficial interest of the
Plans in the Master Trust is adjusted monthly to reflect the effect of
income collected and accrued, realized and unrealized gains and
losses, contributions and withdrawals, and all other transactions
during each month. The Master Trust constitutes a single investment
account as defined in the master trust reporting and disclosure rules
and regulations of the Department of Labor.
As of December 31, 1998 and 1997, the Plan's percentage interests in
the Master Trust were 0.7% and 0.6%, respectively. The net assets of
the Master Trust as of December 31, 1998 and 1997, and changes in net
assets of the Master Trust for the years then ended, are as follows:
12
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - MASTER TRUST (continued)
<TABLE>
Statement of Net Assets Available for Plan Benefits as of December 31, 1998
($ in thousands)
<CAPTION>
Vanguard
----------------------------------------
Growth & Small-Cap Total Blue Chip
BP ADS Windsor Income Index Wellesley Return Growth
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT IN SECURITIES OF AFFILIATED COMPANY:
BP Amoco p.l.c. ordinary shares -- 3,538,829 shares
of American Depositary Shares (BP ADS);
market value of $90.75 per ADS $321,149
INVESTMENT IN SECURITIES OF UNAFFILIATED ISSUERS:
Vanguard Windsor Fund -- 18,943,556 shares;
market value of $15.57 per share $294,951
Vanguard Growth & Income Fund -- 6,949,547 shares;
market value of $30.76 per share $213,768
Vanguard Small-Cap Index Fund -- 468,647 shares;
market value of $21.20 per share $ 9,935
Vanguard/Wellesley Income Fund -- 398,534 shares;
market value of $22.12 per share $8,816
INVESCO Total Return Fund -- 1,153,630 shares;
market value of $31.36 per share $36,178
Fidelity Blue Chip Growth Fund -- 1,798,273 shares;
market value of $50.39 per share $90,615
J.P. Morgan Institutional International Equity Fund --
1,238,244 shares; market value of $11.87 per share
Income Fund
LOANS TO PLAN PARTICIPANTS
OTHER NET TRUST ASSETS:
Other assets 2,487 521 638 34 27 350 396
Dividends and interest receivable 2,367 571 430 182 43 83 219
Contributions receivable 4,546 50 47 1 5 16
Operating payables (2,269) (429) (876) (53) (66) (158) (604)
TOTAL $328,280 $295,664 $214,007 $10,098 $8,821 $36,458 $90,642
THE BP AMERICA PARTNERSHIP SAVINGS PLAN:
Participating interest $4,060 $281 $3,524 $70 $72 $306 $812
Percentage of Master Trust 1.2% 0.1% 1.6% 0.7% 0.8% 0.9% 0.9%
</TABLE>
13
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - MASTER TRUST (continued)
<TABLE>
Statement of Net Assets Available for Plan Benefits as of December 31, 1998 (concluded)
($ in thousands)
<CAPTION>
J.P. Loan
Morgan Income Fund Total Cost
<S> <C> <C> <C> <C> <C>
INVESTMENT IN SECURITIES OF AFFILIATED COMPANY:
BP Amoco p.l.c. ordinary shares -- 3,538,829 shares
of American Depositary Shares (BP ADS);
market value of $90.75 per ADS $ 321,149 $ 218,906
INVESTMENT IN SECURITIES OF UNAFFILIATED ISSUERS:
Vanguard Windsor Fund -- 18,943,556 shares;
market value of $15.57 per share 294,951 289,066
Vanguard Growth & Income Fund -- 6,949,547 shares;
market value of $30.76 per share 213,768 158,153
Vanguard Small-Cap Index Fund -- 468,647 shares;
market value of $21.20 per share 9,935 10,818
Vanguard/Wellesley Income Fund -- 398,534 shares;
market value of $22.12 per share 8,816 8,926
INVESCO Total Return Fund -- 1,153,630 shares;
market value of $31.36 per share 36,178 29,592
Fidelity Blue Chip Growth Fund -- 1,798,273 shares;
market value of $50.39 per share 90,615 69,883
J.P. Morgan Institutional International Equity Fund --
1,238,244 shares; market value of $11.87 per share $14,698 14,698 14,142
Income Fund $1,024,793 1,024,793 1,024,793
LOANS TO PLAN PARTICIPANTS $14,322 14,322 14,322
OTHER NET TRUST ASSETS:
Other assets 78 10 4,541 4,538
Dividends and interest receivable 9 7,899 11,803 11,803
Contributions receivable 2 143 4,810 4,810
Operating payables (80) (5,762) (10,297) (10,297)
TOTAL $14,707 $1,027,083 $14,322 $2,040,082 $1,849,455
THE BP AMERICA PARTNERSHIP SAVINGS PLAN:
Participating interest $131 $4,668 $0 $13,924 $11,816
Percentage of Master Trust 0.9% 0.5% 0.0% 0.7% 0.6%
</TABLE>
14
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - MASTER TRUST (continued)
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1998
($ in thousands)
<CAPTION>
Vanguard
----------------------------------------------------
Growth & Small-Cap Total Blue Chip
BP ADS Windsor Income Index Wellesley Return Growth
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions and loan activity:
Employer contributions $ 18,559 $ 329 $ 258 $ 2 $ 4 $ 20 $ 58
Participant contributions 4,531 7,677 5,795 521 293 1,650 3,373
Loans to participants
Loan reinvestments 848 1,797 1,060 61 35 265 558
Investment income 10,616 26,373 10,813 789 730 1,834 3,198
Interest income on participant loans
Net realized and unrealized gains
(losses) on investments 45,758 (24,925) 29,861 (1,219) (43) 2,633 17,126
Total additions 80,312 11,251 47,787 154 1,019 6,402 24,313
DEDUCTIONS:
Participant withdrawals (14,821) (20,666) (9,767) (490) (128) (1,696) (2,350)
Loan payouts to participants (1,096) (1,096) (663) (28) (17) (127) (260)
Loan repayments
Total deductions (15,917) (21,762) (10,430) (518) (145) (1,823) (2,610)
TRANSFER TO OTHER PLANS (2,459) (15,358) (10,134) (201) (348) (519) (2,850)
NET TRANSFER BETWEEN FUNDS (39,915) (46,648) 20,410 2,573 4,726 (219) 23,673
INCREASE (DECREASE) 22,021 (72,517) 47,633 2,008 5,252 3,841 42,526
Net Assets Available for Plan
Benefits at Beginning of Year 306,259 368,181 166,374 8,090 3,569 32,617 48,116
Net Assets Available for Plan
Benefits at End of Year $328,280 $295,664 $214,007 $10,098 $ 8,821 $36,458 $90,642
</TABLE>
15
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - MASTER TRUST (continued)
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1998 (concluded)
($ in thousands)
<CAPTION>
U.S.
J.P. Savings Loan (a)
Morgan Bond Income Fund Total BPA PSP
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions and loan activity:
Employer contributions $ 11 $ 1 $ 702 $19,944 $ 550
Participant contributions 967 4 26,999 51,810 1,437
Loans to participants $ 5,839 5,839
Loan reinvestments 118 1 3,662 8,405
Investment income 433 75,815 130,601 719
Interest income on participant loans 1,298 1,298
Net realized and unrealized gains
(losses) on investments 1,214 11 797 71,213 1,163
Total additions 2,743 17 107,975 7,137 289,110 3,869
DEDUCTIONS:
Participant withdrawals (411) (1) (76,436) (877) (127,643) (1,784)
Loan payouts to participants (42) (2,510) (5,839)
Loan repayments (8,404) (8,404)
Total deductions (453) (1) (78,946) (9,281) (141,886) (1,784)
TRANSFER TO OTHER PLANS (193) (32,721) (64,783) (151)
NET TRANSFER BETWEEN FUNDS (773) (134) 36,307
INCREASE (DECREASE) 1,324 (118) 32,615 (2,144) 82,441 1,934
Net Assets Available for Plan
Benefits at Beginning of Year 13,383 118 994,468 16,466 1,957,641 11,990
Net Assets Available for Plan
Benefits at End of Year $14,707 $ 0 $1,027,083 $14,322 $2,040,082 $13,924
<FN>
<F1>
(a) The BP America Partnership Savings Plan participating interest.
</FN>
</TABLE>
16
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - MASTER TRUST (continued)
<TABLE>
Statement of Net Assets Available for Plan Benefits as of December 31, 1997
($ in thousands)
<CAPTION>
Vanguard
-----------------------------------------
Growth & Small-Cap Total Blue Chip
BP ADS Windsor Income Index Wellesley Return Growth
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT IN SECURITIES OF AFFILIATED COMPANY:
BP Amoco p.l.c. ordinary shares -- 3,740,768 shares
of American Depositary Shares (BP ADS);
market value of $79.688 per ADR (a) $298,094
INVESTMENT IN SECURITIES OF UNAFFILIATED ISSUERS:
Vanguard Windsor Fund -- 21,661,253 shares;
market value of $16.98 per share $367,808
Vanguard Growth & Income Fund -- 6,344,249 shares;
market value of $26.19 per share $166,156
Vanguard Small-Cap Index Fund -- 340,266 shares;
market value of $23.75 per share $8,081
Vanguard/Wellesley Income Fund -- 163,231 shares;
market value of $21.86 per share $3,568
INVESCO Total Return Fund -- 1,117,725 shares;
market value of $29.09 per share $32,515
Fidelity Blue Chip Growth Fund -- 1,216,112 shares;
market value of $39.46 per share $47,988
J.P. Morgan Institutional International Equity Fund--
1,235,259 shares; market value of $10.77 per share
U. S. Savings Bond Fund
Income Fund
LOANS TO PLAN PARTICIPANTS
OTHER NET TRUST ASSETS:
Other assets 824 698 981 148 82 274 394
Dividends and interest receivable 3,692 189 89 6 0 82 87
Contributions receivable 4,344 106 67 0 1 5 9
Operating payables (695) (620) (919) (145) (82) (259) (362)
TOTAL $306,259 $368,181 $166,374 $8,090 $3,569 $32,617 $48,116
THE BP AMERICA PARTNERSHIP SAVINGS PLAN:
Participating interest $3,564 $301 $2,934 $1 $1 $260 $477
Percentage of Master Trust 1.2% 0.1% 1.8% 0.0% 0.0% 0.8% 1.0%
<FN>
<F1>
(a) On December 31, 1998, The British Petroleum Company p.l.c. was renamed BP Amoco p.l.c.
</FN>
</TABLE>
17
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - MASTER TRUST (continued)
<TABLE>
Statement of Net Assets Available for Plan Benefits as of December 31, 1997 (concluded)
($ in thousands)
<CAPTION>
U.S.
J.P. Savings Loan
Morgan Bond Income Fund Total Cost
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT IN SECURITIES OF AFFILIATED COMPANY:
BP Amoco p.l.c. ordinary shares -- 3,740,768 shares
of American Depositary Shares (BP ADS);
market value of $79.688 per ADR (a) $ 298,094 $ 197,144
INVESTMENT IN SECURITIES OF UNAFFILIATED ISSUERS:
Vanguard Windsor Fund -- 21,661,253 shares;
market value of $16.98 per share 367,808 327,323
Vanguard Growth & Income Fund -- 6,344,249 shares;
market value of $26.19 per share 166,156 128,619
Vanguard Small-Cap Index Fund -- 340,266 shares;
market value of $23.75 per share 8,081 8,264
Vanguard/Wellesley Income Fund -- 163,231 shares;
market value of $21.86 per share 3,568 3,612
INVESCO Total Return Fund -- 1,117,725 shares;
market value of $29.09 per share 32,515 26,496
Fidelity Blue Chip Growth Fund -- 1,216,112 shares;
market value of $39.46 per share 47,988 41,026
J.P. Morgan Institutional International Equity Fund --
1,235,259 shares; market value of $10.77 per share $13,304 13,304 13,930
U. S. Savings Bond Fund $ 67 67 67
Income Fund $993,233 993,233 993,233
LOANS TO PLAN PARTICIPANTS $16,466 16,466 16,466
OTHER NET TRUST ASSETS:
Other assets 152 50 446 4,049 4,049
Dividends and interest receivable 5 6,207 10,357 10,357
Contributions receivable 2 1 203 4,738 4,738
Operating payables (80) (5,621) (8,783) (8,783)
TOTAL $13,383 $118 $994,468 $16,466 $1,957,641 $1,766,541
THE BP AMERICA PARTNERSHIP SAVINGS PLAN:
Participating interest $85 $0 $4,367 $0 $11,990 $10,742
Percentage of Master Trust 0.6% 0.0% 0.5% 0.0% 0.6% 0.6%
<FN>
<F1>
(a) On December 31, 1998, The British Petroleum Company p.l.c. was renamed BP Amoco p.l.c.
</FN>
</TABLE>
18
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - MASTER TRUST (continued)
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1997
($ in thousands)
<CAPTION>
Vanguard
-----------------------------------------
Growth & Small-Cap Total Blue Chip
BP ADS Windsor Income Index Wellesley Return Growth
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions and loan activity:
Employer contributions $17,669 $ 402 $ 265 $ 1 $ 20 $ 40
Participant contributions 3,552 7,811 5,024 $ 102 38 1,438 2,737
Loans to participants
Loan reinvestments 770 1,990 1,020 17 4 299 428
Investment income 9,306 58,584 20,190 410 266 1,378 2,297
Interest income on participant loans
Net realized and unrealized gains
(losses) on investments 29,957 7,182 22,764 63 49 4,931 7,097
Total additions 61,254 75,969 49,263 592 358 8,066 12,599
DEDUCTIONS:
Participant withdrawals (13,012) (14,927) (6,784) (21) (18) (898) (1,474)
Loan payouts to participants (1,098) (1,620) (926) (1) (16) (191) (240)
Loan repayments
Total deductions (14,110) (16,547) (7,710) (22) (34) (1,089) (1,714)
TRANSFER TO OTHER PLANS (1,920) (3,878) (1,745) (215)
NET TRANSFER BETWEEN FUNDS 33,216 10,085 6,837 7,520 3,245 1,690 5,285
INCREASE (DECREASE) 78,440 65,629 46,645 8,090 3,569 8,452 16,170
Net Assets Available for Plan
Benefits at Beginning of Year 227,819 302,552 119,729 24,165 31,946
Net Assets Available for Plan
Benefits at End of Year $306,259 $368,181 $166,374 $8,090 $ 3,569 $32,617 $ 48,116
</TABLE>
19
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE J - MASTER TRUST (concluded)
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1997 (concluded)
($ in thousands)
<CAPTION>
U.S.
J.P. Savings Loan (a)
Morgan Bond Income Fund Total BPA PSP
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions and loan activity:
Employer contributions $ 8 $ 4 $ 855 $ 19,264 $ 528
Participant contributions 931 5 27,741 49,379 1,397
Loans to participants $ 7,611 7,611
Loan reinvestments 141 1 4,561 9,231
Investment income 830 1 78,258 171,520 870
Interest income on participant loans 1,442 1,442
Net realized and unrealized gains
(losses) on investments (686) 11 (2,345) 69,023 863
Total additions 1,224 22 109,070 9,053 327,470 3,658
DEDUCTIONS:
Participant withdrawals (392) (59) (78,659) (1,469) (117,713) (1,567)
Loan payouts to participants (82) (1) (3,436) (7,611)
Loan repayments (9,231) (9,231)
Total deductions (474) (60) (82,095) (10,700) (134,555) (1,567)
TRANSFER (TO) FROM OTHER PLANS (5,700) (369) (13,827) 1
NET TRANSFER BETWEEN FUNDS (7) (20) (67,851)
INCREASE (DECREASE) 743 (58) (46,576) (2,016) 179,088 2,092
Net Assets Available for Plan
Benefits at Beginning of Yea 12,640 176 1,041,044 18,482 1,778,553 9,898
Net Assets Available for Plan
Benefits at End of Year $13,383 $ 118 $ 994,468 $ 16,466 $1,957,641 $ 11,990
<FN>
<F1>
(a) The BP America Partnership Savings Plan participating interest.
</FN>
</TABLE>
20
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Notes to Financial Statements
December 31, 1998
NOTE K - YEAR 2000 (UNAUDITED)
The Year 2000 issue, which stems from computer programs written using two
digits rather than four to define the applicable year, could result in
processing faults on the change of the century, producing a wide range of
consequences.
The Plan relies on some Company systems for certain aspects of its operation.
The Company has conducted a risk-based review of its computer systems and
computer-controlled processes to identify those which could be affected and
developed an implementation plan to test and remediate the faults. The Company
is replacing or repairing the affected systems, in close collaboration with
system suppliers. All business-critical work is due to be completed by
June, 1999.
The Company and the Plan are also exposed, to an unquantifiable degree, to
the failure of third party service providers to deal with their Year 2000
exposures; the Company is taking all practical steps to mitigate the effect.
21
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
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.
The BP America Partnership Savings Plan
Date June 18, 1999 /s/ Robert F. Shockey
by: Robert F. Shockey
Manager, Compensation & Benefits
22
<PAGE>
THE BP AMERICA PARTNERSHIP SAVINGS PLAN
Exhibits
Exhibit No. Description
23 Consent of Independent Auditors
23
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-79399 and No. 333-9020) pertaining to The BP America Partnership
Savings Plan of BP Amoco p.l.c. of our report dated June 18, 1999, with respect
to the financial statements of The BP America Partnership Savings Plan included
in this Annual Report (Form 11-K) for the year ended December 31, 1998.
ERNST & YOUNG LLP
Cleveland, Ohio
June 18, 1999
24
