<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Fee Required)
For the fiscal year ended December 31, 1996
OR
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(No Fee Required)
Commission File Number 33-26867
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
(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
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995 3
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended December 31, 1996 4
Notes to Financial Statements 6
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 (the "Plan") as of
December 31, 1996 and 1995, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. 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 fund information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is 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 20, 1997
2
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
-------- ---------
<S> <C> <C>
ASSETS
Investments, at fair value:
Investment in Lyondell Petrochemical Company Master Trust $130,720,057 $108,490,438
------------ ------------
Net assets available for benefits $130,720,057 $108,490,438
============ ============
</TABLE>
See notes to financial statements.
3
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the year ended December 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------------
LYONDELL LYONDELL
COMMON COMMON SSGA IDS
STOCK - STOCK - ARCO MONEY INTERMEDIATE NEW
DIVIDEND DIVIDEND COMMON MARKET BOND DIMENSIONS
PAYOUT REINVESTMENT STOCK FUND FUND FUND
------------ ------------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Company $ - - $ - - $ - - $ - - $ - - $ - -
Participant 575,926 1,251,271 - - 1,775,051 317,648 1,837,656
Rollover 44,466 37,817 - - 1,470,390 319,949 1,127,916
-------------------------------------------------------------------------------------
Total 620,392 1,289,088 - - 3,245,441 637,597 2,965,572
-------------------------------------------------------------------------------------
Benefits paid to participants (774,844) (370,925) (591,606) (3,951,991) (103,003) (507,528)
-------------------------------------------------------------------------------------
Investment income (loss) -
Lyondell Petrochemical Company
Master Trust 717,559 1,469,419 3,155,583 2,414,694 107,688 3,461,038
-------------------------------------------------------------------------------------
Participant borrowings (287,532) (637,028) (202,167) (2,658,289) (239,636) (1,129,458)
Participant repayments 562,305 767,716 787 1,337,141 116,540 529,351
-------------------------------------------------------------------------------------
Net loan activity 274,773 130,688 (201,380) (1,321,148) (123,096) (600,107)
-------------------------------------------------------------------------------------
Transfers from (to) LCR Plans (31,353) 62,513 95,332 286,762 34,785 34,460
Transfers between investment options (872,639) (1,618,240) (5,813,902) 1,802,415 (398,857) 367,919
-------------------------------------------------------------------------------------
Net transfer activity (903,992) (1,555,727) (5,718,570) 2,089,177 (364,072) 402,379
-------------------------------------------------------------------------------------
Net increase (decrease) (66,112) 962,543 (3,355,973) 2,476,173 155,114 5,721,354
Net assets available for benefits:
Beginning of year 12,173,162 15,048,289 15,812,296 20,176,952 2,691,433 12,024,594
-------------------------------------------------------------------------------------
End of year $12,107,050 $16,010,832 $12,456,323 $22,653,125 $2,846,547 $17,745,948
=====================================================================================
</TABLE>
(Continued on next page)
4
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
For the year ended December 31, 1996
<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 $ -- $ - - $ - - $ - - $ - - $ 5,625,628 $ 5,625,628
Participant 218,144 286,859 810,190 193,532 - - - - 7,266,277
Rollover 517,223 209,883 472,091 108,681 - - - - 4,308,416
----------------------------------------------------------------------------------- ------------
Total 735,367 496,742 1,282,281 302,213 - - 5,625,628 17,200,321
----------------------------------------------------------------------------------- ------------
Benefits paid to
Participants (104,983) (162,387) (280,630) (18,634) (267,704) (658,540) (7,792,775)
----------------------------------------------------------------------------------- ------------
Investment income
(loss) - Lyondell
Petrochemical
Company
Master Trust 274,041 422,930 357,940 233,231 683,152 (1,047,617) 12,249,658
----------------------------------------------------------------------------------- ------------
Participant borrowings (123,171) (143,809) (482,061) (117,863) 6,162,214 (141,200) - -
Participant repayments 115,574 95,827 303,096 63,328 (3,954,746) 63,081 - -
----------------------------------------------------------------------------------- ------------
Net loan activity (7,597) (47,982) (178,965) (54,535) 2,207,468 (78,119) - -
----------------------------------------------------------------------------------- ------------
Transfers from (to)
LCR Plans (16,443) 53,322 15,920 3,714 33,403 - - 572,415
Transfers between
investment options 807,183 1,673,705 3,759,143 832,159 - - (538,886) - -
------------------------------------------------------------------------------------ ------------
Net transfer
activity 790,740 1,727,027 3,775,063 835,873 33,403 (538,886) 572,415
----------------------------------------------------------------------------------- ------------
Net increase
(decrease) 1,687,568 2,436,330 4,955,689 1,298,148 2,656,319 3,302,466 22,229,619
Net assets available
for benefits:
Beginning of year 778,154 647,543 2,810,038 509,070 7,503,170 18,315,737 108,490,438
---------------------------------------------------------------------------------- -------------
End of year $2,465,722 $3,083,873 $7,765,727 $1,807,218 $10,159,489 $21,618,203 $130,720,057
================================================================================== =============
</TABLE>
See notes to financial statements.
5
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
GENERAL - The Lyondell Petrochemical Company 401(k) and Savings Plan (the
"Plan") is a defined contribution plan for employees and deferred vested former
employees of Lyondell Petrochemical Company (the "Company" or "Lyondell").
CONTRIBUTIONS - Participants are allowed to contribute from 1 percent to 14
percent of their base pay to the Plan through pre-tax payroll deductions
("Elective Deferrals") and from 1 percent to 10 percent of their base pay
through after-tax payroll deductions ("Savings Contributions"). The Company
makes matching contributions to the participant's account at the rate of 160
percent of the Elective Deferrals up to a maximum Company contribution of 8
percent 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 - Participant contributions and earnings thereon are
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 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.
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 earns a return based
on the increase or decrease in the market value of the stocks held, plus
dividend 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 the increase or decrease in the
value of the stocks and bonds held, plus dividend and interest income.
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 dividend and interest income.
6
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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).
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.
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 ARCO 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 percent 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 Benefits Administrative Committee. Interest rates on loans outstanding at
December 31, 1996 and 1995 range from 6 percent to 9.5 percent. A loan may be
taken by participants for a period from one to five years. Repaid principal and
interest are added to investment funds according to the current investment
elections of the participant. The loans are carried at their face amount.
7
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
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 Lyondell and ARCO common 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 the Plan's financial statements in
conformity with generally accepted accounting principles requires the Plan's
management to make significant estimates and assumptions that affect the
reported amounts of net assets available for benefits at the date of the
financial statements and the changes in net assets available for benefits during
the reporting period and, when applicable, disclosures of contingent assets and
liabilities at the date of the financial statements. 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 dated March 6, 1997 from the Internal Revenue
Service ("IRS"). Accordingly, no provision is made for federal income taxes.
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 ownership interests 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. All other
investment funds are valued at net asset value as of the last business day of
the periods presented, which is the fair value of all securities held plus
accruals for dividend income and interest income. The fund value per unit is
determined by dividing the net asset value of the fund by number of units
outstanding. Short-term and certain other investments are valued at cost which
approximates fair value. 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 are computed on a first-in,
first-out basis. Dividend income is accrued on the ex-dividend date and interest
income is accrued as earned. The Trust presents
8
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
the net appreciation or depreciation in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation or
depreciation on those investments.
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 recorded in each
investment fund.
Net assets of the Trust are as follows:
<TABLE>
<CAPTION>
December 31
-------------------------------------------
1996 1995
------------------- -------------------
<S> <C> <C>
Assets:
Cash $ 138,320 $ 10,083
Investments, at fair value:
Lyondell common stock 71,376,712 74,453,390
ARCO common stock 36,708,065 41,515,524
Money Market Fund 65,684,452 59,075,745
SSGA Intermediate Bond Fund 5,177,011 4,588,848
IDS New Dimensions Fund 35,655,477 21,459,069
Dodge & Cox Balanced Fund 2,463,558 761,230
Seven Seas S&P 500 Fund 7,334,273 2,083,081
PBHG Growth Fund 19,541,967 6,428,854
Europacific Growth Fund 3,976,444 1,083,832
SSGA Lifesolutions Growth Fund 1,782,076 857,801
SSGA Lifesolutions Income & Growth Fund 648,012 321,497
SSGA Lifesolutions Balanced Growth Fund 2,321,101 679,526
Participant loans receivable, at cost 22,556,488 18,526,928
Interest and dividends receivable 296,481 1,256,979
Receivable for investments sold - - 111,696
Other assets 107,754 1,741,613
------------ ------------
Total assets 275,768,191 234,955,696
Liabilities:
Payable for investments purchased - - 91,700
Other liabilities 118,199 462,780
------------ ------------
Net assets $275,649,992 $234,401,216
============= ============
</TABLE>
9
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Changes in net assets of the Trust with fund information for the year ended
December 31, 1996 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
REINVESTMENT PAYOUT STOCK Fund Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ - - $ 5,643,976 $ - - $ 2,226,994 $ 182,544
Participant 1,243,606 684,361 - - 4,618,567 553,784
Rollover 37,817 42,499 - - 1,529,081 320,390
--------------------------------------------------------------------------
Total 1,281,423 6,370,836 - - 8,374,642 1,056,718
--------------------------------------------------------------------------
Investment income:
Dividends on common stock 1,476,679 1,155,944 1,758,333 - - - -
Interest income 46,355 40,652 34,372 3,352,695 - -
Net appreciation (depreciation) in
the fair value of investments 1,590,059 (351,950) 7,037,854 - - 200,107
--------------------------------------------------------------------------
Net investment income 3,113,093 844,646 8,830,559 3,352,695 200,107
--------------------------------------------------------------------------
Benefits paid to participants (1,767,727) (1,454,017) (1,704,841) (6,267,458) (355,820)
--------------------------------------------------------------------------
Participant borrowings (677,367) (428,732) (234,181) (5,905,785) (359,843)
Participant repayments 767,716 625,386 787 4,249,954 270,643
--------------------------------------------------------------------------
Net loan activity 90,349 196,654 (233,394) (1,655,831) (89,200)
--------------------------------------------------------------------------
Transfers between investment options (9,090,801) (2,721,823) (11,857,567) 2,162,198 (221,154)
--------------------------------------------------------------------------
Net increase (decrease) (6,373,663) 3,236,296 (4,965,243) 5,966,246 590,651
Net assets available for benefits:
Beginning of year 45,567,945 30,488,959 42,384,242 57,848,004 4,681,672
--------------------------------------------------------------------------
End of year $39,194,282 $33,725,255 $ 37,418,999 $63,814,250 $5,272,323
==========================================================================
</TABLE>
(Continued on next page)
10
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
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 $ 851,241 $ - - $ 197,186 $ 518,315 $ 68,685
Participant 3,015,668 218,144 600,672 1,600,581 312,139
Rollover 1,234,721 533,889 218,409 536,054 139,550
-----------------------------------------------------------------------
Total 5,101,630 752,033 1,016,267 2,654,950 520,374
-----------------------------------------------------------------------
Investment income:
Dividends on common stock 1,354,334 102,964 387,554 - - 181,115
Interest income - - - - - - - - - -
Net appreciation (depreciation) in
the fair value of investments 5,234,366 171,077 640,521 839,938 321,320
-----------------------------------------------------------------------
Net investment income 6,588,700 274,041 1,028,075 839,938 502,435
-----------------------------------------------------------------------
Benefits paid to participants (1,137,568) (104,983) (268,906) (501,084) (73,186)
-----------------------------------------------------------------------
Participant borrowings (2,078,570) (123,171) (422,257) (1,047,795) (192,924)
Participant repayments 1,262,596 115,574 300,364 859,084 124,331
-----------------------------------------------------------------------
Net loan activity (815,974) (7,597) (121,893) (188,711) (68,593)
-----------------------------------------------------------------------
Transfers between investment options 3,075,195 774,074 3,533,628 10,599,282 1,978,335
-----------------------------------------------------------------------
Net increase (decrease) 12,811,983 1,687,568 5,187,171 13,404,375 2,859,365
Net assets available for benefits:
Beginning of year 22,805,852 778,154 2,123,920 6,139,712 1,119,106
-----------------------------------------------------------------------
End of year $35,617,835 $2,465,722 $7,311,091 $19,544,087 $3,978,471
=======================================================================
</TABLE>
(Continued on next page)
11
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
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 $ 107,710 $ 40,701 $ 114,602 $ - - $ 9,951,954
Participant 179,021 54,168 156,306 - - 13,237,017
Rollover 6,002 6,005 - - - - 4,604,417
------------------------------------------------------------- ------------
Total 292,733 100,874 270,908 - - 27,793,388
------------------------------------------------------------ ------------
Investment income:
Dividends on common stock - - - - - - - - 6,416,923
Interest income - - - - - - 1,118,040 4,592,114
Net appreciation (depreciation) in
the fair value of investments 221,544 56,460 244,646 - - 16,205,942
------------------------------------------------------------ ------------
Net investment income 221,544 56,460 244,646 1,118,040 27,214,979
------------------------------------------------------------ ------------
Benefits paid to participants (19,236) (11,113) (93,652) - - (13,759,591)
------------------------------------------------------------ ------------
Participant borrowings (113,301) (22,616) (67,337) 11,673,879 - -
Participant repayments 95,973 40,279 132,923 (8,845,610) - -
------------------------------------------------------------ ------------
Net loan activity (17,328) 17,663 65,586 2,828,269 - -
------------------------------------------------------------ ------------
Transfers between investment options 450,652 162,631 1,155,350 - - - -
------------------------------------------------------------ ------------
Net increase (decrease) 928,365 326,515 1,642,838 3,946,309 41,248,776
Net assets available for benefits:
Beginning of year 853,711 321,497 678,263 18,610,179 234,401,216
------------------------------------------------------------ ------------
End of year $1,782,076 $648,012 $2,321,101 $22,556,488 $275,649,992
============================================================ ============
</TABLE>
12
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
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>
DECEMBER 31, 1996 SEPTEMBER 30, 1996
------------------------------------- -------------------------------------
NO. OF UNITS UNIT VALUE NO. OF UNITS UNIT VALUE
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Money Market Fund 2,107,986 $10.75 2,016,943 $10.60
SSGA Intermediate Bond Fund 259,529 10.97 255,684 10.70
IDS New Dimensions Fund 1,317,173 13.47 1,376,018 12.85
Dodge & Cox Balanced Fund 204,075 12.08 199,439 11.90
Seven Seas S&P 500 Fund 234,598 13.15 199,645 12.15
PBHG Growth Fund 610,252 12.73 621,097 13.67
Europacific Growth Fund 147,446 12.26 135,328 11.51
</TABLE>
<TABLE>
<CAPTION>
JUNE 30, 1996 MARCH 31, 1996
------------------------------------- -------------------------------------
NO. OF UNITS UNIT VALUE NO. OF UNITS UNIT VALUE
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Money Market Fund 2,316,512 $10.47 3,190,639 $10.35
SSGA Intermediate Bond Fund 265,699 10.52 276,579 10.46
IDS New Dimensions Fund 1,371,501 12.15 1,328,214 11.41
Dodge & Cox Balanced Fund 213,682 11.09 182,962 10.85
Seven Seas S&P 500 Fund 216,620 11.78 203,545 11.29
PBHG Growth Fund 622,897 13.33 511,173 12.26
Europacific Growth Fund 140,106 11.32 127,886 10.85
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995
-------------------------------------
NO. OF UNITS UNIT VALUE
---------------- ----------------
<S> <C> <C>
Money Market Fund 1,976,656 $10.21
SSGA Intermediate Bond Fund 255,239 10.54
IDS New Dimensions Fund 1,111,186 10.82
Dodge & Cox Balanced Fund 73,891 10.53
Seven Seas S&P 500 Fund 60,220 10.75
PBHG Growth Fund 242,347 11.60
Europacific Growth Fund 49,249 10.34
</TABLE>
13
<PAGE>
LYONDELL PETROCHEMICAL COMPANY 401(K) AND SAVINGS PLAN
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: /s/ RICHARD W. PARK
------------------------------------
RICHARD W. PARK
Chairman, Benefits Administrative Committee
Date: June 26, 1997
14
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED PAGE
NO. EXHIBIT WHERE LOCATED
- ------- ------- -------------
23 Consent of Coopers & Lybrand L.L.P. 16
15
<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, (the
"Plan"), Post-Effective Amendment No. 4 to Registration Statement on Form S-8
(No. 33-26867) of our report dated June 20, 1997, on our audits of the
statements of net assets available for benefits of the Plan as of December 31,
1996 and 1995 and the related statement of changes in net assets available for
benefits for the year ended December 31, 1996, which report is included in this
Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Houston, Texas
June 26, 1997
16
