AMOCO CO
10-Q, 1995-05-12
PETROLEUM REFINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


   (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1995 or         

   ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934

     For the transition period from            to           

   Commission file number 1-8888

                                  AMOCO COMPANY                    
             (Exact name of registrant as specified in its charter)

                     DELAWARE                                 36-3353184     
        (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)

                                 312-856-6111                           
     (Registrant's telephone number, including area code)

                                    NOT APPLICABLE                           
     (Former name, former address, and former fiscal year, if changed since  
     last report)


   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 (or for such  shorter period that
   the  registrant  was required  to  file such  reports), and  (2)  has been
   subject to such filing requirements for the past 90 days.
              Yes    X        No       

   Number of shares outstanding as of March 31, 1995--100.                

   Registrant meets the conditions set forth in General  Instructions H(1)(a)
   and   (b)  of Form  10-Q and is  therefore filing  this form  with reduced
   disclosure format.





                                       1.<PAGE>
<PAGE>
                         PART I--FINANCIAL INFORMATION
                              
   Item 1.  Financial Statements

   Condensed Consolidated Statement of Income
   (millions of dollars)
                                                  Three Months  
                                                     Ended    
                                                    March 31,    
                                                 1995       1994  
                                                                             
                                                                             
      
   Revenues:                                                                 
     Sales and other operating
       revenues..............................  $ 5,809    $ 5,251 
     Consumer excise taxes...................      808        799 
     Other income............................      122         86 
       Total revenues........................    6,739      6,136 

   Costs and Expenses:
     Purchased crude oil, natural gas,
       petroleum products and merchandise....    3,023      2,583 
     Operating expenses......................    1,001      1,006
     Petroleum exploration expenses,
       including exploratory dry
       holes.................................       99        105   
     Selling and administrative
       expenses..............................      434        445 
     Taxes other than income taxes...........      977        972 
     Depreciation, depletion,
       amortization, and retirements
       and abandonments......................      450        459 
     Interest expense:
       Affiliates............................      123          - 
       Other.................................       42         34 
         Total costs and expenses............    6,149      5,604 

   Income before income taxes................      590        532 

   Income taxes..............................      144        155 

   Net income................................  $   446    $   377 







                                       2.<PAGE>
<PAGE>
   Condensed Consolidated Statement of Financial Position
   (millions of dollars)

                                                   March 31,      Dec. 31,
                                                     1995           1994  
                                                                             
                                ASSETS
   Current Assets: 
     Cash......................................    $   110        $   134
     Marketable securities--at cost............      1,181          1,104 
     Accounts and notes receivable (less
       allowances of $18 at March 31, 1995,
       and $19 at December 31, 1994)...........      2,683          2,763 
     Inventories...............................        840            836 
     Prepaid expenses and income taxes.........        575            562 
       Total current assets....................      5,389          5,399 

   Investments and Other Assets:
     Affiliates................................        796            171
     Other.....................................      1,008            914
                                                     1,804          1,085
   Properties--at cost, less accumulated
     depreciation, depletion and amortization
     of $21,895 at March 31, 1995, and
     $21,882 at December 31, 1994 (The
     successful efforts method of accounting is
     followed for costs incurred in oil and gas
     producing activities).....................     18,076         18,065 
       Total assets............................    $25,269        $24,549 

            LIABILITIES AND SHAREHOLDER'S EQUITY
   Current Liabilities:        
     Current portion of long-term obligations..    $    24        $    24 
     Short-term obligations....................        208            112 
     Accounts payable..........................      1,918          2,217 
     Accrued liabilities.......................      1,072          1,124 
     Taxes payable (including income taxes)....        446            665 
       Total current liabilities...............      3,668          4,142 

   Long-Term Debt:
     Affiliates................................      4,715          4,104
     Other debt................................      2,128          2,086
                                                     6,843          6,190
   Deferred Credits and Other Non-Current
     Liabilities:
     Income taxes..............................      2,484          2,413 
     Other.....................................      2,168          2,171 
                                                     4,652          4,584 
   Minority interest...........................          6              5
   Shareholder's Equity........................     10,100          9,628 
       Total liabilities and shareholder's 
         equity................................    $25,269        $24,549 

                                       3.<PAGE>
<PAGE>
   Condensed Consolidated Statement of Cash Flows
   (millions of dollars)
                                                          Three Months Ended
                                                              March 31,    
                                                           1995       1994 
                                                                             
                                                          
   Cash Flows From Operating Activities: 
     Net income.......................................    $  446     $  377 
       Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation, depletion, amortization, and
          retirements and abandonments................       450        459 
        Other.........................................      (543)      (308)
         Net cash provided by operating activities....       353        528 

                                                                
   Cash Flows From Investing Activities: 
     Capital expenditures.............................      (434)      (414)
     Proceeds from dispositions of property and
       other assets...................................        39         59
     Other............................................       (35)        (8)
         Net cash used in investing activities........      (430)      (363)


   Cash Flows From Financing Activities: 
     New long-term obligations........................        48         65 
     Repayment of long-term obligations...............       (14)       (15)
     Increase (decrease) in short-term obligations....        96       (249)
         Net cash used in financing activities........       130       (199)
                                                                

   Increase (decrease) in Cash & Marketable Securities        53        (34)
   Cash and Marketable Securities-Beginning of
     Period...........................................     1,238        582 
   Cash and Marketable Securities-End of Period.......    $1,291     $  548 














                                       4.<PAGE>
<PAGE>
   Basis of Financial Statement Preparation

   Amoco  Company (the  "Company")  is a  wholly  owned subsidiary  of  Amoco
   Corporation, an Indiana corporation ("Amoco"),  and is the holding company
   for  substantially  all petroleum  and  chemical  operations except  Amoco
   Canada  Petroleum Company  Ltd.  ("Amoco Canada").   Amoco  guarantees the
   outstanding public debt obligations of the Company.

   The condensed financial statements contained herein are unaudited and have
   been prepared from the books and records  of the Company.  In the  opinion
   of   management,  the   financial  statements  reflect   all  adjustments,
   consisting  of only  normal recurring  adjustments, necessary  for  a fair
   statement of the results for the interim periods.  The condensed financial
   statements  have been prepared in accordance with the instructions to Form
   10-Q  and, therefore, do  not include all information  and notes necessary
   for  a complete presentation of  results of operations, financial position
   and  cash   flows  in   conformity  with  generally   accepted  accounting
   principles.  

   Item 2.  Management's Narrative Analysis of Results of Operations

   Results of Operations

   The Company  earned  $446 million  for  the first  three months  of  1995,
   compared with  $377  million for  the first  three months  of  1994.   The
   increase  in earnings  reflects strong  chemical earnings,  resulting from
   higher  volumes and  margins  in major  product  lines.   Exploration  and
   production earnings improved primarily reflecting higher crude oil prices,
   which  in the  United States  averaged about $3.70  per barrel  above last
   year's level.   Partly offsetting  were lower petroleum  products earnings
   attributable to lower refined product margins.   

   Sales  and other  operating revenues  totaled $5.8  billion for  the first
   three months of 1995, 11 percent higher than the $5.3  billion reported in
   the  corresponding 1994 period.  Chemical revenues were higher as a result
   of  improved volumes and  prices for major  product lines.   Crude oil and
   refined product revenues  were up 21 percent and 8  percent, respectively,
   primarily  reflecting higher prices.  Partly offsetting were lower natural
   gas revenues, down 15 percent due to lower prices.

   Purchases of  crude oil, natural  gas, petroleum products  and merchandise
   totaled $3 billion for the  first three months of 1995, 17  percent higher
   than 1994's first three months, primarily attributable to higher crude oil
   and refined  product purchase prices  and volumes, and  increased chemical
   purchases.

   Operating  expenses  totaled $1  billion  for the  first quarter  of 1995,
   slightly below the corresponding 1994 period, reflecting lower oil and gas
   production  costs offset  by  increased activity  in  chemical operations.
   Petroleum exploration expenses of $99 million in the first three months of
   1995  were 5  percent  below the  corresponding prior-year  period, mainly
   attributable  to  lower   dry  hole   costs  overseas.       Selling   and

                                       5.<PAGE>
<PAGE>
   administrative expenses of $434 million for the first three months of 1995
   were  below the 1994 first-quarter expenses, primarily resulting from cost
   savings  from  restructuring  efforts,  partially  offset  by  unfavorable
   currency effects.

   Interest expense was $131 million higher during the first  three months of
   1995  compared with  the like  1994 period, primarily  due to  interest on
   intercompany  notes from  affiliates.   The  higher  interest expense with
   affiliates reflects the 1994 transfer of  95 percent ownership  of certain 
   European chemical operations to Amoco Corporation.

   Outlook

   The Company and the oil industry will continue to be affected by the price
   volatility of  crude oil  and natural  gas.   Also affecting  chemical and
   petroleum  products  activities  are crude  oil  prices  and  the  overall
   industry  product  supply  and  demand  balance.    The  Company's  future
   performance is expected to be impacted by its new organizational structure
   and associated savings, ongoing cost reduction programs, the divestment of
   marginal  properties   and  underperforming  assets,  application  of  new
   technologies and new governmental regulation.  Amoco's exploration efforts
   will continue to target those areas that offer the most  potential.  Amoco
   will also  pursue areas that capitalize on its  natural gas resources, and
   continue to develop its international chemical business.

   Restructuring

   In  July  1994,  Amoco   Corporation  announced  that  its  organizational
   structure was being changed into 17 business groups with a shared services
   organization  providing  support  services.     In  conjunction  with  the
   restructuring,  an after-tax  charge of  $256 million  was accrued  in the
   second quarter of 1994 by Amoco.   Selling and administrative expenses for
   that  period included  charges  of $225  million ($146  million after-tax)
   related  to employee-termination  costs associated  with the  severance of
   approximately 3,800 employees  expected to occur by year-end 1995.   Since
   July  of last year,  charges against Amoco's accrual  totaled $115 million
   ($75 million  after-tax).  As of  March 31, 1995, the  accrual balance for
   Amoco associated with restructuring  was $110 million ($71 million  after-
   tax),  which was considered  adequate for all future  severances and other
   related activities  to which  Amoco has  committed.   Amoco  Corporation's
   first-quarter 1995  earnings reflected before-tax savings of approximately
   $100  million in  employment  costs and  other  costs resulting  from  the
   Corporation's restructuring effort.

   Amoco's  second-quarter 1994  accrual also  included charges  in operating
   expenses 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, will not have a
   material effect on revenues, depreciation or income.

   Additional restructuring costs totaling approximately $200 million  after-
   tax are  expected to be incurred by Amoco through 1996, representing costs

                                       6.<PAGE>
<PAGE>
   for system redesign, relocations, work force consolidation and development
   of new processes in support of the restructuring. Costs incurred by Amoco,
   primarily  for system development and redesign, totaled $17 million after-
   tax in the first quarter of 1995.

   Liquidity and Capital Resources

   Cash flows from operating activities amounted to $353 million in the first
   three  months of 1995  compared with $528  million in the  comparable 1994
   period.  Working capital totaled $1,721 million at March 31, 1995, up from
   $1,257 million  at  year-end 1994.   Consequently,  the Company's  current
   ratio increased to 1.47 to 1 at March 31, 1995, from 1.30 to 1 at year-end
   1994.   As a matter of  policy, the Company practices  asset and liability
   management techniques that are designed to minimize its investment in non-
   cash  working capital.    This does  not  impair operating  capability  or
   flexibility  since the  Company has  ready access  to both  short-term and
   long-term debt markets.

   The  Company's ratio  of debt  to debt-plus-equity  on outstanding  public
   obligations was 18.9 percent at March 31, 1995, compared with 18.8 percent
   at year-end  1994.   Including debt  with affiliates,  the ratio  was 41.2
   percent at March  31, 1995, and 39.6 percent at year-end  1994.  The ratio
   of earnings to fixed charges on outstanding public obligations was 13.8 to
   1 for 1995's first three months compared with 20.4 to 1 for the year ended
   December 31, 1994.

   The  Company  believes its  strong  financial position  will permit  it to
   finance  business  needs  and  opportunities in  an  orderly  manner.   To
   maintain flexibility,  a shelf registration statement for  $500 million in
   debt   securities  remains  on  file  with  the  Securities  and  Exchange
   Commission to permit ready access to capital markets.

   Capital and  exploration expenditures totaled  $533 million for  the first
   three months  of 1995 compared to  the $519 million spent  during the same
   period of 1994.

   The  Company has  provided in  its accounts  for the  reasonably estimable
   future costs of probable environmental remediation obligations relating to
   various  oil and gas operations, refining and marketing sites and chemical
   locations,  including multiparty sites at which the Company and certain of
   its subsidiaries  have been identified as  potentially responsible parties
   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 environmental 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 have  a significant effect on  the results of
   operations in  any one  period, they  are not expected  to be  material in
   relation to  the Company's  liquidity or consolidated  financial position.
   In total, the  accrued liability represents a reasonable best  estimate of
   the Company's remediation liability.



                                       7.<PAGE>
<PAGE>
                           PART II--OTHER INFORMATION

   Item 1.  Legal Proceedings
   Reference is made to the description of legal proceedings in  Part I, Item
   3 of the Company's 1994 Annual Report on Form 10-K.

   With  respect to  the contest  of the  Internal Revenue  Service statutory
   Notice  of Deficiency,  trial on  the matter was  held in  April 1995.   A
   decision is not expected until 1996.

   Eleven proceedings  instituted by governmental authorities  are pending or
   known   to  be  contemplated  against  the  Company  and  certain  of  its
   subsidiaries under federal,  state or  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  the Company's liquidity,  consolidated
   financial position or  results of operations.  The Company  estimates that
   in  the aggregate the  monetary sanctions reasonably likely  to be imposed
   from these proceedings amount to approximately $5.4 million.

   The Company has  various other suits and  claims pending against  it among
   which  are several class actions for substantial monetary damages which in
   the Company'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, the Company 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 2.  Changes in Securities
   Not applicable.

   Item 3.  Defaults upon Senior Securities
   Not applicable.

   Item 4.  Submission of Matters to a Vote of Security Holders
   Not applicable.













                                       8.<PAGE>
<PAGE>
   Item 5.  Other Information
   Amoco  Argentina  Oil  Company   ("Amoco  Argentina")  is  a  wholly-owned
   subsidiary of Amoco International  Petroleum Company, which is an indirect
   wholly-owned subsidiary of Amoco  Company.  Summarized financial  data for
   Amoco Argentina are shown below.
                                                    Three Months
                                                   Ended March 31, 
                                                   1995        1994
                                               (millions of dollars)
   Revenues...............................       $   61      $   42
   Net income.............................       $   24      $   18


                                                March 31,   Dec. 31,
                                                   1995        1994
                                               (millions of dollars)     
   Current assets.........................       $  108      $   97
   Total assets...........................       $  379      $  349
   Current liabilities....................       $   58      $   58
   Non-current liabilities................       $  106      $  100
   Shareholder's equity...................       $  215      $  191



   Item 6.  Exhibits and Reports on Form 8-K
   (a)  Exhibits

                                                               Sequentially
        Exhibit                                                   Numbered
        Number                                                      Page     

          12     Statement Setting Forth Computation of Ratio          
                 of Earnings to Fixed Charges.                         

          27     Financial Data Schedule.

   (b)  A current report on Form 8-K dated April 5, 1995, 
        was filed, to incorporate by reference summarized 
        financial data for Amoco Argentina Oil Company,
        included in Note 22 of Amoco Corporation's 
        Consolidated Financial Statements.










                                      9.<PAGE>
<PAGE>
                                   Signature

   Pursuant to the requirements 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.


                                                        Amoco Company
                                                         (Registrant)


   Date: May 12, 1995

                                              J. R. Reid                   
                                              J. R. Reid    
                                              Vice President and Controller
                                              (Duly Authorized and Chief
                                               Accounting Officer)




























                                      10.<PAGE>
<PAGE>
<PAGE>
                                                              EXHIBIT 12
                                  AMOCO COMPANY

                 STATEMENT SETTING FORTH COMPUTATION OF RATIO OF
                            EARNINGS TO FIXED CHARGES
                       (millions of dollars, except ratios)

                           Three Months
                              Ended             Year  Ended December 31,     
                             Mar. 31,
                               1995    1994   1993   1992   1991   1990 

  Determination of Income:
    Consolidated earnings
     before income taxes
     and  minority interest.. $  590  $2,688 $2,427 $1,823 $2,093 $3,456 
    Fixed charges expensed by
     consolidated  companies.     47     140    193    238    231    266 
    Adjustments for certain
     companies accounted for
     by the  equity method...     (1)      7      9     18     12     24 

    Adjusted earnings plus
     fixed charges..........  $  636  $2,835 $2,629 $2,079 $2,336 $3,746 


  Determination of Fixed Charges:
    Consolidated interest on
     indebtedness (including
     interest capitalized)..  $   36  $  127 $  162 $  219 $  216 $  232 
    Consolidated rental
     expense representative
     of an interest factor..       8       7     31     20     22     30 
    Adjustments for certain
     companies accounted for
     by the equity method...       2       5      6     12     17     15 

    Total  fixed charges....  $   46  $  139 $  199 $  251 $  255 $  277 

  Ratio of earnings to
     fixed charges..........    13.8*   20.4*  13.2    8.3    9.2   13.5 

  *  Based on outstanding public debt obligations.  Including debt with        
     affiliates, the ratio would have been  4.5 as of March 31, 1995, and
     13.0 as of December 31, 1994.<PAGE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Income and the Condensed Consolidated
Statement of Financial Position and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000766916
<NAME> AMOCO COMPANY
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                             110
<SECURITIES>                                      1181
<RECEIVABLES>                                     2701
<ALLOWANCES>                                        18
<INVENTORY>                                        840
<CURRENT-ASSETS>                                  5389
<PP&E>                                           39971
<DEPRECIATION>                                   21895
<TOTAL-ASSETS>                                   25269
<CURRENT-LIABILITIES>                             3668
<BONDS>                                           2128
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                       10100
<TOTAL-LIABILITY-AND-EQUITY>                     25269
<SALES>                                           5809
<TOTAL-REVENUES>                                  6739
<CGS>                                             4123
<TOTAL-COSTS>                                     4123
<OTHER-EXPENSES>                                  1427
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 165
<INCOME-PRETAX>                                    590
<INCOME-TAX>                                       144
<INCOME-CONTINUING>                                446
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       446
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>
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<PAGE>
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