<PAGE>
1998
----------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
March 17, 1999
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
[No Fee Required]
For the fiscal year ended December 31, 1998 Commission file number 1--1196
[LOGO OF ARCO]
Atlantic Richfield Company
(Exact name of registrant as specified in its charter)
Delaware 23-0371610
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
515 South Flower Street, Los Angeles, California 90071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 486-3511
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which registered
------------------- -------------------------------
<S> <C>
Common Stock ($2.50 par value) New York Stock Exchange
Pacific Exchange, Inc.
Elektronische Borse Schweiz EBS
London Stock Exchange
$3.00 Cumulative Convertible Preference New York Stock Exchange
Stock ($1 par value) Pacific Exchange, Inc.
$2.80 Cumulative Convertible Preference New York Stock Exchange
Stock ($1 par value) Pacific Exchange, Inc.
Twenty year 10 7/8% Debentures Due July
15, 2005 New York Stock Exchange
Thirty year 9 7/8% Debentures Due March
1, 2016 New York Stock Exchange
Twenty-five year 9 1/8% Debentures Due
March 1, 2011 New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
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 .
--- ---
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
---
The aggregate market value of the voting stock held by nonaffiliates of the
registrant on December 31, 1998, based on the closing price on the New York
Stock Exchange composite tape on that date, was $21,221,156,300.
Number of shares of Common Stock, $2.50 par value, outstanding as of December
31, 1998: 321,315,367.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement, which will be filed
with the Securities and Exchange Commission within 120 days after December 31,
1998 are incorporated by reference under Part III.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused the amendment to this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ATLANTIC RICHFIELD COMPANY
By *Michael E. Wiley
___________________________________
Michael E. Wiley
President and Chief
Operating Officer
March 16, 1999
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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*Mike R. Bowlin Chairman of the Board and March 16, 1999
____________________________________ Chief Executive Officer
Mike R. Bowlin
*Marie L. Knowles Executive Vice President and March 16, 1999
____________________________________ Chief Financial Officer
Marie L. Knowles
Principal financial officer
*Frank D. Boren Director March 16, 1999
____________________________________
Frank D. Boren
*John Gavin Director March 16, 1999
____________________________________
John Gavin
*Kent Kresa Director March 16, 1999
____________________________________
Kent Kresa
</TABLE>
70
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*David T. McLaughlin Director March 16, 1999
____________________________________
David T. McLaughlin
*John B. Slaughter Director March 16, 1999
____________________________________
John B. Slaughter
*Gary L. Tooker Director March 16, 1999
____________________________________
Gary L. Tooker
*Henry Wendt Director March 16, 1999
____________________________________
Henry Wendt
*Gayle E. Wilson Director March 16, 1999
____________________________________
Gayle E. Wilson
/s/ Allan L. Comstock Vice President and March 16, 1999
____________________________________ Controller
Allan L. Comstock
Principal accounting officer
</TABLE>
*By: /s/ Allan L. Comstock
____________________________
Allan L. Comstock
(Attorney-in-Fact)
71
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the following registration
statements of Atlantic Richfield Company: Registration Statement on Form S-3
(No. 333-71293), Registration Statement on Form S-8 (No. 333-33151),
Registration Statement on Form S-8 (No. 33-43830), Registration Statement on
Form S-8 (No. 33-21558), Registration Statement on Form S-8 (No. 333-33153),
Registration Statement on Form S-8 (No. 333-26901), Post-Effective Amendment
No. 4 to Registration Statement on Form S-8 (No. 33-21160), Post-Effective
Amendment No. 4 to Registration Statement on Form S-8 (No. 33-23639),
Registration Statement on Form S-8 (No. 333-26901), Post-Effective Amendment
No. 4 to Registration Statement on Form S-8 (No. 33-21162), Post-Effective
Amendment No. 4 to Registration Statement on Form S-8 (No. 33-21553), Post-
Effective Amendment No. 4 to Registration Statement on Form S-8 (No. 33-23640),
Registration Statement on Form S-8 (No. 333-26901), Post-Effective Amendment
No. 4 to Registration Statement on Form S-8 (No. 33-21552), and Registration
Statement on Form S-8 (No. 333-33245), of our report dated February 12, 1999,
on our audits of the consolidated financial statements and financial statement
schedule of Atlantic Richfield Company as of December 31, 1998 and 1997 and for
each of the three years in the period ended December 31, 1998, which report is
included in this Annual Report on Form 10-K/A.
PricewaterhouseCoopers LLP
Los Angeles, California
March 16, 1999
