<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ ] Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Fee Required)
OR
[X] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(No Fee Required)
For the transition period from
July 1, 1995 through December 31, 1995
Commission File Number 33-26867
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL ACCUMULATION PLAN
FOR NON-REPRESENTED EMPLOYEES)
(Title of the Plan)
LYONDELL PETROCHEMICAL COMPANY
1221 McKinney Street
Suite 1600
Houston, Texas 77010
(Name and address of principal executive
office of the issuer of the securities)
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL ACCUMULATION PLAN
FOR NON-REPRESENTED EMPLOYEES)
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
PAGE
----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available
for Benefits as of December 31,
1995 and June 30, 1995 3
Statement of Changes in Net Assets
Available for Benefits with Fund
Information for the six months
ended December 31, 1995 4
Notes to Financial Statements 6
Supplemental Schedule:
Item 27d - Schedule of Reportable
Transactions for the six months
ended December 31, 1995 14
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Benefits Administrative Committee of the
Lyondell Petrochemical Company 401(k) and Savings Plan :
We have audited the accompanying statements of net assets available for benefits
of the Lyondell Petrochemical Company 401(k) and Savings Plan, formerly the
Lyondell Petrochemical Company Capital Accumulation Plan for Non-Represented
Employees, (the "Plan") as of December 31, 1995 and June 30, 1995, and the
related statement of changes in net assets available for benefits for the six
months ended December 31, 1995. 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 benefits of the Plan as of
December 31, 1995 and June 30, 1995, and the changes in net assets available for
benefits for the six months ended December 31, 1995 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of reportable
transactions is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The fund
information in the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the changes
in net assets available for benefits of each fund. The supplemental schedule
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.
Coopers & Lybrand L.L.P.
Houston, Texas
June 13, 1996
2
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL ACCUMULATION PLAN
FOR NON-REPRESENTED EMPLOYEES)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995 AND JUNE 30, 1995
DECEMBER 31 JUNE 30
1995 1995
-------------- ---------
ASSETS
Investments, at fair value:
Investment in Lyondell Petrochemical
Company Master Trust $108,490,438
Lyondell Petrochemical Company
("Lyondell") common stock
(June 30, 1995 - 1,414,306 shares,
cost $31,632,558) -- $36,241,591
Atlantic Richfield Company ("ARCO")
common stock (June 30, 1995 -
106,873 shares, cost $7,466,571) -- 11,729,312
Money Market Fund -- 10,199,381
Equity Fund
(June 30, 1995 - 64,066 units,
cost $2,624,939) -- 3,627,673
Bond Fund
(June 30, 1995 - 62,064 units,
cost $877,080) -- 1,007,113
------------ -----------
Total investments 108,490,438 62,805,070
Participant loans receivable -- 2,902,000
Other assets -- 294,179
------------ -----------
Net assets available for
benefits $108,490,438 $66,001,249
============ ===========
See notes to financial statements.
3
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL ACCUMULATION
PLAN FOR NON-REPRESENTED EMPLOYEES)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------------------------------
LYONDELL LYONDELL
COMMON COMMON
STOCK - STOCK - ARCO MONEY
DIVIDEND DIVIDEND COMMON MARKET EQUITY BOND
PAYOUT REINVESTMENT STOCK FUND FUND FUND
-------------- -------------- -------------- --------------- ------------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Company
Participant $ 335,597 $ 855,748 $ 910,913
Rollover 3,957,106
-------------------------------------------------------------------------------------------------------
Total 335,597 855,748 4,868,019
--------------------------------------------------------------------------------------------------------
Benefits paid to
participants (383,820) (154,817) $ (83,378) (981,957)
--------------------------------------------------------------------------------------------------------
Investment income (loss):
Lyondell Petrochemical
Company
Master Trust (1,047,837) (847,386) 578,717 1,204,379
Interest income 3,202 $ 2,413 $ 658
--------------------------------------------------------------------------------------------------------
Net investment income
(loss) (1,047,837) (847,386) 578,717 1,207,581
--------------------------------------------------------------------------------------------------------
Participant borrowings (315,397) (448,266) (132,155) (1,988,884)
Participant repayments 268,489 394,551 467,867
---------------------------------------------------------------------------------------------------------
Net loan activity (46,908) (53,715) (132,155) (1,521,017)
---------------------------------------------------------------------------------------------------------
Amounts transferred from
Lyondell Petrochemical
Company Savings Plan for
Non-Represented
Employees 1,477,273 3,536,642 4,320,858 7,439,796
Other transfers from
(to) LCR Plans (59,941) 31,909 (55,994) (27,236)
Transfers between
investment options 7,728,753 1,696,676 (545,064) (1,301,794) (3,630,086) (1,007,771)
--------------------------------------------------------------------------------------------------------
Net increase (decrease) 8,003,117 5,065,057 4,082,984 9,683,392 (3,627,673) (1,007,113)
Net assets available for
benefits:
Beginning of period 4,170,045 9,983,232 11,729,312 10,493,560 3,627,673 1,007,113
--------------------------------------------------------------------------------------------------------
End of period $12,173,162 $15,048,289 $15,812,296 $20,176,952 $ -- $ --
========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
SSGA IDS
INTERMEDIATE NEW
BOND DIMENSIONS
FUND FUND
-------------- --------------
<S> <C> <C>
Contributions:
Company
Participant $ 197,305 $ 927,615
Rollover 1,333,971 4,211,014
--------------------------
Total 1,531,276 5,138,629
--------------------------
Benefits paid to
participants (21,171) (49,337)
--------------------------
Investment income (loss):
Lyondell Petrochemical
Company
Master Trust 128,117 1,081,891
Interest income
--------------------------
Net investment income
(loss) 128,117 1,081,891
--------------------------
Participant borrowings (186,029) (572,796)
Participant repayments 22,772 122,452
--------------------------
Net loan activity (163,257) (450,344)
--------------------------
Amounts transferred from
Lyondell Petrochemical
Company Savings Plan for
Non-Represented Employees 533,805 2,067,179
Other transfers from
(to) LCR Plans (1,130) 9,816
Transfers between
investment options 683,793 4,226,760
---------------------------
Net increase (decrease) 2,691,433 12,024,594
Net assets available for
benefits:
Beginning of period
--------------------------
End of period $2,691,433 $12,024,594
==========================
</TABLE>
(Continued on next page)
4
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED NON-PART.
----------------------------------------------------------------- DIRECTED
DODGE & SEVEN --------------
COX SEAS PBHG EUROPACIFIC LYONDELL
BALANCED S&P 500 GROWTH GROWTH PARTICIPANT COM. STOCK PLAN
FUND FUND FUND FUND LOANS DIV. PAYOUT TOTAL
---------- ---------- ------------ ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Company $ 2,666,951 $ 2,666,951
Participant $ 33,219 $ 29,923 $ 94,544 $ 28,747 3,413,611
Rollover 38,443 41,783 74,436 54,353 9,711,106
-----------------------------------------------------------------------------------------------
Total 71,662 71,706 168,980 83,100 2,666,951 15,791,668
-----------------------------------------------------------------------------------------------
Benefits paid to participants (2,016) (1,067) (1,318) (1,609) $ (40,229) (141,390) (1,862,109)
-----------------------------------------------------------------------------------------------
Investment income (loss):
Lyondell Petrochemical Company
Master Trust 24,303 30,215 223,347 7,586 189,393 (1,981,289) (408,564)
Interest income 6,273
-----------------------------------------------------------------------------------------------
Net investment income (loss) 24,303 30,215 223,347 7,586 189,393 (1,981,289) (402,291)
-----------------------------------------------------------------------------------------------
Participant borrowings (16,300) (25,139) (32,216) (5,480) 3,814,298 (91,636) --
Participant repayments 9,168 6,683 21,435 2,587 (1,318,943) 2,939 --
-----------------------------------------------------------------------------------------------
Net loan activity (7,132) (18,456) (10,781) (2,893) 2,495,355 (88,697) --
-----------------------------------------------------------------------------------------------
Amounts transferred from Lyondell
Petrochemical Company Savings Plan
for Non-Represented Employees 1,956,651 7,732,293 29,064,497
Other transfers from (to) LCR Plans (102,576)
Transfers between investment options 691,337 565,145 2,429,810 422,886 (11,960,445) --
----------------------------------------------------------------------------------------------
Net increase (decrease) 778,154 647,543 2,810,038 509,070 4,601,170 (3,772,577) 42,489,189
Net assets available for benefits:
Beginning of period 2,902,000 22,088,314 66,001,249
----------------------------------------------------------------------------------------------
End of period $778,154 $647,543 $2,810,038 $509,070 $ 7,503,170 $ 18,315,737 $108,490,438
==============================================================================================
</TABLE>
See notes to financial statements.
5
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
GENERAL - The Lyondell Petrochemical Company Capital Accumulation Plan for Non-
Represented Employees is a defined contribution plan for employees and deferred
vested former employees of Lyondell Petrochemical Company (the "Company" or
"Lyondell"). Effective as of July 1, 1995, the Plan was amended and its name
was changed to "Lyondell Petrochemical Company 401(k) and Savings Plan" (the
"Plan"). Also effective as of July 1, 1995, the Lyondell Petrochemical Company
Savings Plan for Non-Represented Employees ("Savings Plan") was merged into the
Plan and the assets of the Savings Plan were transferred into the Plan.
CONTRIBUTIONS - Effective July 1, 1995, participants are allowed to contribute
from 1% to 14% of their base pay to the Plan through pre-tax payroll deductions
("Elective Deferrals") and from 1% to 10% of their base pay through after-tax
payroll deductions ("Savings Contributions"). Also effective July 1, 1995, the
Company makes matching contributions to the participant's account at the rate of
160% of the Elective Deferrals up to a maximum Company contribution of 8% of the
participant's base salary. Prior to July 1, 1995, participants were allowed to
contribute from 1% to 12% of their base pay and the Company made matching
contributions to the participant's account at the rate of 150% of the
participant's contribution up to a maximum Company contribution of 6% of the
participant's base salary. All contributions and earnings thereon are fully
vested and nonforfeitable. All earnings are allocated to individual participant
accounts on the basis of the units held in the investment fund. Participants
should refer to the Plan document for a complete description of the Plan.
INVESTMENT ELECTION - Prior to July 1, 1995, participant contributions and
earnings thereon were invested in the following alternatives or any combination
thereof in accordance with the option or options selected by each participant:
common stock of the Company, units of the Equity Fund, units of the Bond Fund or
units of the Money Market Fund. When investing in common stock of the Company,
the participant may designate that the common stock be held either in the
Lyondell Common Stock - Dividend Payout Fund (the "ESOP") portion of the Plan
(an employee stock ownership plan under Section 4975(e)(7) of the Internal
Revenue Code) or in the Lyondell Common Stock - Dividend Reinvestment Fund (the
"non-ESOP stock fund"). Dividends on common stock held in the non-ESOP stock
fund are reinvested in the common stock of the Company and held in the
participant's plan account. Dividends on common stock held in the ESOP are
reinvested in the Money Market Fund and are payable to the participant annually
as allowed by the Plan. All Company contributions are made in the form of common
stock of the Company or cash to be used to purchase common stock of the Company
and are invested in the ESOP and may not be transferred to other investment
options. As of July 1, 1995, the Money Market Fund, Equity Fund and Bond Fund
options were replaced by the following investment options: units of the State
Street Short-Term Investment Fund (the "Money Market Fund"), units of the SSGA
Intermediate Bond Fund, units of the IDS New Dimensions Fund, units of the Dodge
& Cox Balanced Fund, units of the Seven Seas S&P 500 Fund, units of the PBHG
Growth Fund and units of the Europacific Growth Fund. All of these funds are
held within the Lyondell Petrochemical Company Master Trust (the "Trust"). A
brief description of each fund follows:
Money Market Fund - Contributions to this fund are primarily invested in
commercial paper, certificates of deposit, bankers' acceptances, repurchase
agreements and other high quality money market investments. Each
participant earns interest based on the blended rate of the various interest
rates for all securities held in the fund.
SSGA Intermediate Bond Fund - Contributions to this fund are primarily
invested in intermediate-term U.S. Treasury or Agency bonds, high quality
investment-grade corporate bonds and "A"-rated or better asset backed
investments. Each participant earns a return based on interest paid on the
bonds and increases and decreases in the market value of the bonds.
6
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
IDS New Dimensions Fund - Contributions to this fund are primarily invested
in stocks of medium to large companies operating in areas where economic and
technological changes are occurring. Each participant receives a return
based on the increase or decrease in the market value of the stocks held,
plus dividends and interest income.
Dodge & Cox Balanced Fund - Contributions to this fund are primarily
invested in a diversified portfolio of stocks and investment grade bonds.
Each participant earns a return based on reinvestment of dividends and the
increase or decrease in the value of the stocks and bonds in the fund.
Seven Seas S&P 500 Fund - Contributions to this fund are primarily invested
in stocks of large companies in the U.S. Each participant earns a return
based on the increase or decrease in the market value of the stocks held,
plus dividends and interest income.
PBHG Growth Fund - Contributions to this fund are primarily invested in
stocks of small companies in the U.S. Each participant earns a return based
on the increase or decrease in the market value of the stocks held, plus
dividend and interest income.
Europacific Growth Fund - Contributions to this fund are primarily invested
in stocks of companies based outside the U.S. Each participant earns a
return based on the increase or decrease in the market value of the stocks
held, dividend and interest income and changes in the values of foreign
currencies (as compared to the value of the U.S. dollar).
Employees of Atlantic Richfield Company ("ARCO") who became employees of the
Company had their assets attributable to their participation in the ARCO Capital
Accumulation Plan II (which assets included ARCO common stock) transferred to
the Plan. ARCO common stock may be held or sold within the Plan; however, no new
purchases of ARCO common stock may be made except upon reinvestment of dividends
from the shares of common stock.
WITHDRAWALS AND BORROWINGS - If a participant terminates employment, for any
reason, the participant's account balance will be distributed upon attainment of
age 65 or anytime the participant makes application to receive the funds prior
to age 65. If the participant's account balance is less than $3,500, the
participant's account balance will be distributed as soon as practicable.
The Plan permits withdrawals of Elective Deferrals under certain hardship
conditions as defined by the Plan and granted by the Benefits Administrative
Committee. Savings Contributions may be withdrawn in total or partial amounts
as defined by the Plan.
Withdrawals are made in a lump sum cash payment, although a participant may
elect to receive Lyondell or ARCO common stock to the extent assets are held in
the form of such stock. Distributions upon retirement or termination are
generally in Lyondell or ARCO common stock, to the extent assets are held in the
form of such stock, and in cash to the extent invested in any other investment
funds maintained under the Plan.
The Plan provides for employees to borrow up to 50% of their account balance, as
defined by the Plan and subject to a minimum and maximum borrowing level. The
interest rate currently charged for loans is a fixed rate equal to the average
prime rate reported in The Wall Street Journal as of the last business day of
the month preceding the date the loan application is received by the Plan.
Interest rates range from 6 % to 9.5 %. A loan may be taken by participants for
a period from one to five years. Repaid principal and interest are credited to
investment funds according to the current investment elections of the
participant. The loans, which are carried at their face amount, are
collateralized by the balance in the participant's account.
7
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
PLAN ADMINISTRATION - The Plan is administered by the Company's Benefits
Administrative Committee. The assets of the Plan are maintained in the Trust
under the custody of State Street Bank and Trust Company (the "Trustee"). The
Trustee makes payments as authorized by the Plan. The Trustee has also been
appointed investment manager to the Money Market Fund, the SSGA Intermediate
Bond Fund and the stock funds. Other investment options are managed by their
respective fund investment managers. Administrative expenses are paid by the
Company.
TERMINATION PROVISION - Although it has not expressed any intent to do so, the
Company has the right to terminate the Plan at any time subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). In
the event of Plan termination, all participants will be fully vested in their
accounts and all assets of the Plan will continue to be held for distribution to
participants as provided in the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared using
the accrual method of accounting.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan's management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
3. TAX STATUS
The Plan is a qualified plan under Sections 401(a) and (k) of the Internal
Revenue Code of 1986, as amended ("Code") and is a qualified employee stock
ownership plan under Section 4975(e)(7) of the Code. The Plan has received a
favorable determination letter from the Internal Revenue Service ("IRS").
Accordingly, no provision is made for federal income taxes. Subsequent Plan
amendments are not included in the IRS's ruling. The Company believes that the
Plan, as presently amended, will continue to qualify under applicable provisions
of the Code. The Plan as amended was submitted to the IRS on June 30, 1995 for
a favorable determination letter.
4. LYONDELL PETROCHEMICAL COMPANY MASTER TRUST
The Trust was established in July 1995 for certain participating benefit plans
of the Company and LYONDELL-CITGO Refining Company Ltd. ("LCR"), a Texas limited
liability company which is related to the Company, and is administered by the
Benefits Administrative Committees of the Company and LCR. The investments are
directed by outside investment managers and the Trustee.
Investments of the Trust consist of an ownership interest in various investment
funds and equity securities of Lyondell and ARCO. Assets of the Trust are
valued by the Trustee based on the value established by the Trustee or the
outside investment managers for the various investment funds. Investments in
Lyondell and ARCO common stock are valued at fair value based on quoted market
prices in an active market as of the last business day of the periods presented.
Net asset value is the fair value of all securities plus accruals for dividend
income and interest income. The value per unit by fund is determined by
dividing the net asset value of the fund by number of units
8
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
outstanding. Purchases and sales of securities are accounted for on a trade date
basis (the date the order to buy or sell is executed). Gains or losses on the
sale or distribution of securities is computed on a first-in-first-out basis.
Dividend income is accrued on the ex-dividend date and interest income is
accrued as earned.
Participating plans do not own specific securities or other assets in the Trust,
but have an ownership interest in each selected fund within the Trust which is
valued daily. Contributions to, withdrawals from and transfers between
investment options in the Trust by the participants are charged or credited, as
the case may be, to each investment fund.
Net assets of the Trust as of December 31, 1995 are as follows:
Assets:
Cash $ 10,083
Investments, at fair value:
Lyondell common stock 74,453,390
ARCO common stock 41,515,524
Money Market Fund 59,075,745
SSGA Intermediate Bond Fund 4,588,848
IDS New Dimensions Fund 21,459,069
Dodge & Cox Balanced Fund 761,230
Seven Seas S&P 500 Fund 2,083,081
PBHG Growth Fund 6,428,854
Europacific Growth Fund 1,083,832
SSGA Lifesolutions Growth Fund 857,801
SSGA Lifesolutions Income & Growth
Fund 321,497
SSGA Lifesolutions Balanced Growth
Fund 679,526
Participant loans receivable 18,526,928
Interest and dividends receivable 1,256,979
Receivable for investments sold 111,696
Other assets 1,741,613
------------
Total assets 234,955,696
Liabilities:
Payable for investments purchased 91,700
Other liabilities 462,780
------------
Net assets $234,401,216
============
9
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Changes in net assets of the Trust for the six months ended December 31, 1995
are presented below. The fund information is presented for purposes of
additional analysis rather than to present the changes in net assets of each
fund.
<TABLE>
<CAPTION>
LYONDELL LYONDELL
COMMON COMMON SSGA
STOCK - STOCK - ARCO MONEY INTERMEDIATE
DIVIDEND DIVIDEND COMMON MARKET BOND
REINVEST PAYOUT STOCK FUND FUND
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 2,666,951 $ 1,394,328 $ 111,238
Participant $ 855,769 335,597 2,763,814 348,102
Rollover 3,954,145 1,372,884
Other 59,078 179,798 152,240 4,822
--------------------------------------------------------------------------
Total 914,847 3,182,346 8,264,527 1,837,046
--------------------------------------------------------------------------
Investment income (loss):
Dividends on common stock 895,207 599,127 $ 1,123,395
Earnings on other investments 34,471 21,692 31,740 1,706,897
Net appreciation (depreciation) in
the fair value of investments (4,553,517) (3,066,444) 392,053 225,851
--------------------------------------------------------------------------
Net investment income (loss) (3,623,839) (2,445,625) 1,547,188 1,706,897 225,851
--------------------------------------------------------------------------
Benefits paid to participants (920,220) (525,211) (766,349) (2,219,895) (36,792)
--------------------------------------------------------------------------
Participant loan activity:
Borrowings (624,841) (397,153) (380,753) (5,991,262) (388,539)
Repayments 338,538 238,630 1,741,433 92,045
--------------------------------------------------------------------------
Net loan activity (286,303) (158,523) (380,753) (4,249,829) (296,494)
--------------------------------------------------------------------------
Amounts transferred from
Lyondell and LCR Plans 54,495,022 29,820,607 43,490,415 59,316,478 3,340,835
Transfers between investment options (5,011,562) 615,365 (1,506,259) (4,970,174) (388,774)
--------------------------------------------------------------------------
Net assets, December 31, 1995 $45,567,945 $30,488,959 $42,384,242 $57,848,004 $4,681,672
==========================================================================
</TABLE>
(Continued on next page)
10
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
IDS DODGE SEVEN
NEW & COX SEAS PBHG EUROPACIFIC
DIMENSIONS BALANCED S&P 500 GROWTH GROWTH
FUND FUND FUND FUND FUND
------------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 436,438 $ 28,199 $ 64,847 $ 10,518
Participant 1,545,966 $ 33,219 71,562 190,419 42,006
Rollover 4,232,695 38,442 68,215 113,348 54,353
Other 27,071
--------------------------------------------------------------------
Total 6,242,170 71,661 167,976 368,614 106,877
--------------------------------------------------------------------
Investment income (loss):
Dividends on common stock 969,987 21,977 57,245 25,035
Earnings on other investments
Net appreciation (depreciation) in
the fair value of investments 1,258,033 2,327 42,139 472,060 (2,477)
--------------------------------------------------------------------
Net investment income (loss) 2,228,020 24,304 99,384 472,060 22,558
--------------------------------------------------------------------
Benefits paid to participants (287,849) (2,016) (11,530) (8,972) (2,130)
--------------------------------------------------------------------
Participant loan activity:
Borrowings (1,041,376) (16,300) (43,179) (91,337) (12,852)
Repayments 448,014 9,169 38,433 62,765 8,849
--------------------------------------------------------------------
Net loan activity (593,362) (7,131) (4,746) (28,572) (4,003)
--------------------------------------------------------------------
Amounts transferred from
Lyondell and LCR Plans 14,506,564
Transfers between investment options 710,309 691,336 1,872,836 5,336,582 995,804
--------------------------------------------------------------------
Net assets, December 31, 1995 $22,805,852 $778,154 $2,123,920 $6,139,712 $1,119,106
====================================================================
</TABLE>
(Continued on next page)
11
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
SSGA SSGA SSGA
LIFESOLUTIONS LIFESOLUTIONS LIFESOLUTIONS
GROWTH INCOME & BALANCED PARTICIPANT TRUST
FUND GROWTH FUND GROWTH FUND LOANS TOTAL
-------------- -------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 29,533 $ 7,365 $ 23,273 $ 4,772,690
Participant 41,655 9,791 29,884 6,267,793
Rollover 2,099 9,836,181
Other 423,000
----------------------------------------------------------------------------
Total 71,188 17,156 55,256 21,299,664
----------------------------------------------------------------------------
Investment income (loss):
Dividends on common stock 3,691,973
Earnings on other investments 1,794,800
Net appreciation (depreciation) in
the fair value of investments 22,790 10,322 21,489 (5,175,374)
----------------------------------------------------------------------------
Net investment income (loss) 22,790 10,322 21,489 311,399
----------------------------------------------------------------------------
Benefits paid to participants (9,566) (14,426) (4,804,956)
----------------------------------------------------------------------------
Participant loan activity:
Borrowings (39,101) (194) (14,353) $ 9,041,240 --
Repayments 38,331 6,936 33,106 (3,056,249) --
----------------------------------------------------------------------------
Net loan activity (770) 6,742 18,753 5,984,991 --
----------------------------------------------------------------------------
Amounts transferred from
Lyondell and LCR Plans 12,625,188 217,595,109
Transfers between investment options 770,069 287,277 597,191 --
----------------------------------------------------------------------------
Net assets, December 31, 1995 $853,711 $321,497 $678,263 $18,610,179 $234,401,216
============================================================================
</TABLE>
12
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. VALUATION OF FUND UNITS
The total number of units held within each fund and their respective values are
as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1995 DECEMBER 31, 1995
------------------------ ------------------------
NO. OF UNITS UNIT VALUE NO. OF UNITS UNIT VALUE
------------ ---------- ------------ ----------
<S> <C> <C> <C> <C>
Money Market Fund 2,207,232 $10.06 1,976,656 $10.21
SSGA Intermediate Bond Fund 260,686 10.19 255,239 10.54
IDS New Dimensions Fund 934,985 10.35 1,111,186 10.82
Dodge & Cox Balanced Fund 24,756 10.11 73,891 10.53
Seven Seas S&P 500 Fund 16,627 10.29 60,220 10.75
PBHG Growth Fund 148,301 10.52 242,347 11.60
Europacific Growth Fund 39,481 10.19 49,249 10.34
</TABLE>
6. 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>
DECEMBER 31 JUNE 30
1995 1995
------------ ----------
<S> <C> <C>
Net assets available for benefits per
the financial statements $108,490,438 $66,001,249
Amounts allocated to withdrawing
participants (386,700)
------------ -----------
Net assets available for benefits per
the Form 5500 $108,490,438 $65,614,549
============ ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the six months ended December 31,
1995.
<TABLE>
<CAPTION>
<S> <C> <C>
Benefits paid to participants per the
financial statements $1,862,109
Less: Amounts allocated to withdrawing
participants at June 30, 1995 (386,700)
Amounts transferred from the Savings
Plan per the financial statements $29,064,497
Amounts transferred from the Savings
Plan per the Form 5500 29,024,380
-----------
Difference in amounts transferred (40,117)
----------
Benefits paid to participants per the
Form 5500 $1,435,292
==========
</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 June
30, 1995 but not yet paid as of that date.
* * * * *
13
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN FOR NON-REPRESENTED EMPLOYEES)
SUPPLEMENTAL SCHEDULE
EIN: 76-0395303, P/N 066
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
(A) IDENTITY OF (B) DESCRIPTION (C) PURCHASE (D) SELLING (E) LEASE (F) EXPENSE (G) COST OF (H) CURRENT (I) NET
PARTY INVOLVED OF ASSET (INCLUDE PRICE PRICE RENTAL INCURRED ASSET VALUE OF GAIN OR
INTEREST RATE AND WITH ASSET ON (LOSS)
MATURITY IN CASE TRANSACTION TRANSACTION
OF A LOAN) DATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Single Transactions:
Money Market Fund Cash and cash
equivalents $10,199,381 N/A N/A $10,199,381 $10,199,381 --
with variable
interest rates
Equity Fund Par value $15.33 $ 3,627,673 N/A N/A $ 2,624,939 $ 3,627,673 $1,002,734
Series of
Transactions:
None
</TABLE>
14
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(FORMERLY THE LYONDELL PETROCHEMICAL COMPANY CAPITAL
ACCUMULATION PLAN NON-REPRESENTED EMPLOYEES)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
LYONDELL PETROCHEMICAL COMPANY
401(K) AND SAVINGS PLAN
By: RICHARD W. PARK
---------------------------------
RICHARD W. PARK
Chairman, Benefits Administrative
Committee
Date: June 26, 1996
15
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED PAGE
NO. EXHIBIT WHERE LOCATED
- ------- ------ -------------
23 Consent of Coopers & Lybrand L.L.P. 17
16
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the following registration
statement of the Lyondell Petrochemical Company 401(k) and Savings Plan,
formerly the Lyondell Petrochemical Company Capital Accumulation Plan for Non-
Represented Employees, (the "Plan"), Post-Effective Amendment No. 4 to
Registration Statement on Form S-8 (No. 33-26867) of our report dated June 13,
1996, on our audits of the statements of net assets available for benefits of
the Plan as of December 31, 1995 and June 30, 1995, the related statement of
changes in net assets available for benefits for the six months ended December
31, 1995 and the supplemental schedule for the six months ended December 31,
1995, which report is included in this Transition Report on Form 11-K.
Coopers & Lybrand L.L.P.
Houston, Texas
June 26, 1996
17
