<PAGE>
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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, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-170-2
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
AMOCO EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
AMOCO CORPORATION
200 East Randolph Drive
Chicago, Illinois 60601
Telephone 312-856-6111<PAGE>
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SIGNATURE
The Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMOCO EMPLOYEE SAVINGS PLAN
By State Street Bank and Trust Company,
Plan Trustee and Administrator
Date: June 15, 1994 By: James E. Murphy
James E. Murphy
Vice President, Plan Administrator
2.<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Amoco Corporation
In our opinion, the accompanying statement of financial position and the
related statement of income, expenses, and changes in plan equity present
fairly, in all material respects, the financial position of the Amoco
Employee Savings Plan at December 31, 1993 and December 31, 1992, and the
results of its operations and the changes in its plan equity for the year
ended December 31, 1993, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Amoco
Corporation's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits
of these statements in accordance with generally accepted auditing
standards which 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, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
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 financial position and statement of income, expenses, and
changes in plan equity is presented for purposes of additional analysis
rather than to present the financial position and the income, expenses and
changes in plan equity 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.
PRICE WATERHOUSE
Chicago, Illinois
June 15, 1994
3. <PAGE>
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AMOCO EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL POSITION
Year Ended December 31,
1993 1992
(thousands of dollars)
ASSETS
Investments:
Amoco Stock Fund $ 1,898,020 $ 1,808,637
Cyprus Stock Fund 15,149 20,768
Money Market Fund 418,526 476,263
U.S. Savings Bonds 24,339 21,242
The Balanced Fund 80,530 --
Bond Index Fund 25,202 --
Equity Index Fund 87,618 --
Total Investments 2,549,384 2,326,910
Cash held for disbursements 394 321
Participant loans receivable 136,666 125,861
Total assets $ 2,686,444 $ 2,453,092
LIABILITIES AND PLAN EQUITY
Plan equity $ 2,686,444 $ 2,453,092
Total liabilities and plan equity $ 2,686,444 $ 2,453,092
The accompanying notes are an integral part of these statements.
4.<PAGE>
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AMOCO EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME, EXPENSES, AND CHANGES IN PLAN EQUITY (PAGE 1 OF 2)
For the year ended December 31, 1993
(thousands of dollars)
<TABLE>
<CAPTION>
Amoco Cyprus Money
Stock Stock Market U.S. Savings
Fund Fund Fund Bonds
<S> <C> <C> <C> <C>
Additions of assets attributed to:
Employee contributions $ 78,499$ -- $ 27,608$ 2,307
Employer contributions 80,487 -- -- --
Forfeitures (net) (279) -- 288 (4)
Realized gains (losses) on sales
of investments 57,420 (64) -- (852)
Change in unrealized
appreciation (depreciation) in
fair value of investments 78,631 (3,231) -- 2,186
Interest and dividends 77,601 517 22,076 84
Participant loans (net) 84 (509) (14,708) (465)
Interfund transfers (net) (176,439) (966) 7,340 1,308
Total additions 196,004 (4,253) 42,604 4,564
Deductions of assets attributed to:
Distributions to participants (106,274) (1,364) (100,147) (1,467)
Administrative expenses (347) (2) (194) --
Total deductions (106,621) (1,366) (100,341) (1,467)
Net increase (decrease) in plan
equity during the year 89,383 (5,619) (57,737) 3,097
Net assets available for plan benefits:
Beginning of year 1,808,637 20,768 476,263 21,242
End of year $ 1,898,020$ 15,149 $ 418,526$ 24,339
</TABLE>
5. <PAGE>
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AMOCO EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME, EXPENSES, AND CHANGES IN PLAN EQUITY (PAGE 2 OF 2)
For the year ended December 31, 1993
(thousands of dollars)
<TABLE>
<CAPTION>
Cash
Disbursements
Bond Equity Account and
Balanced Index Index Participant
Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C>
Additions of assets attributed
to:
Employee contributions $ 6,910 $ 2,515 $ 9,419 $ -- $ 127,258
Employer contributions -- -- -- -- 80,487
Forfeitures (net) (2) -- (3) -- --
Realized gains (losses) on
sales of investments 1,324 160 230 -- 58,218
Change in unrealized
appreciation (depreciation) in
fair value of investments 1,366 648 4,298 83,898
Interest and dividends 354 72 352 235 101,291
Participant loans (net) 374 185 659 14,380 --
Interfund transfers (net) 72,085 22,216 74,456 -- --
Total additions 82,411 25,796 89,411 14,615 451,152
Deductions of assets attributed to:
Distributions to participants (1,696) (564) (1,730) (3,587) (216,829)
Administrative expenses (185) (30) (63) (150) (971)
Total deductions (1,881) (594) (1,793) (3,737) (217,800)
Net increase (decrease) in plan
equity during the year 80,530 25,202 87,618 10,878 233,352
Net assets available for plan benefits:
Beginning of year -- -- -- 126,182 2,453,092
End of year $ 80,530 $ 25,202 $ 87,618 $ 137,060 $ 2,686,444
The accompanying notes are an integral part of this statement.
</TABLE>
6.<PAGE>
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AMOCO EMPLOYEE SAVINGS PLAN
_______________________
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
Amoco Corporation established the Employee Savings Plan of Amoco
Corporation and Participating Companies (the "Savings Plan") effective
July 1, 1955. The Savings Plan was amended from time to time and was
amended in its entirety and restated effective October 1, 1991. The
Savings Plan is now known as the Amoco Employee Savings Plan (the
"Plan"). The Plan includes all approved companies of the controlled
group of corporations included in the consolidated Federal income tax
return of Amoco Corporation (the "Company"). The purpose of the Plan is
to encourage employees in the regular savings of a part of their earnings
and to assist them in accumulating additional security for their
retirement. The Plan provides that both employee and Company
contributions will be held in a trust by an independent trustee for the
benefit of participating employees. State Street Bank and Trust Company
("State Street Bank") is the Trustee of the Plan and replaced the Company
as Plan Administrator, effective October 1, 1991. The Company reserves
the right to make any changes to or terminate the Plan.
Under the Plan, participating employees may contribute up to a
certain percentage of their qualified pay on a pre-tax and/or after-tax
basis. A specified portion of the employee contribution up to a maximum
6 percent, is matched by the Company, in the form of contributions to the
Amoco Stock Fund.
There were 32,250 participants of the various companies in the Plan
at December 31, 1993, of which 30,422 were current employees.
Participants are fully vested in their contributed accounts. Vesting in
Company contributed accounts is dependent upon specific criteria as
described in the Plan document. Forfeited Company contributions are used
to decrease the Company contributions and pay administrative expenses of
the Plan.
All reasonable and necessary Plan administrative expenses are paid
out of the Plan trust or paid by the Company. Generally, fees and
expenses related to investment management of each fund are paid out of
the respective funds. As a result, the returns on those investments are
net of the fees and expenses of the managers of those funds and certain
other brokerage commissions and other fees and expenses incurred in
connection with those investment elections. Fees and expenses
associated with U.S. Savings Bonds are paid as costs and expenses of the
Plan.
Effective February 1, 1993, the Plan was amended to add three new
investment options: the Balanced Fund, the Bond Index Fund, and the
Equity
7.<PAGE>
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NOTES TO FINANCIAL STATEMENTS (continued)
Index Fund. The contributions made by participating companies are
invested by the Trustee in the Amoco Stock Fund. Apart from the
participating Company contributions, each participating employee may
direct that any or all cash consisting of his contributions and income
credited to his accounts shall be invested or held by the Trustee in one
or more of the following elections: Amoco Stock Fund, Money Market Fund,
U.S. Savings Bonds, Balanced Fund, Bond Index Fund, or Equity Index Fund.
Amoco Stock Fund
Most Amoco Stock Fund money is used by the Trustee to purchase
shares of Company common stock. The balance is held as cash or is used
to purchase short-term investments and other public and private debt,
equity, and derivative securities (including options and futures
contracts). The Trustee, as directed by the fund manager, makes
purchases and sales of securities on the open market, in privately
negotiated transactions or otherwise.
The percentage of assets of the Amoco Stock Fund in investments
other than Company common stock under normal circumstances is about 5
percent. However, this figure may change as transactions are made and
may be substantially higher or lower at a given time. The percentage of
assets of the Amoco Stock Fund in investments other than Company common
stock, primarily consisting of cash equivalents, at year-end December 31,
1993, was 5 percent.
Shares of common stock held in the fund and dividends and other
distributions on common stock are not specifically allocated to
participant accounts. Instead, each participant's investment in the
Amoco Stock Fund is based on the proportion of his investment in the fund
to all Plan participants. Participants' balances in the Amoco Stock Fund
are denominated in "units." The value of a unit upon the establishment
of the Amoco Stock Fund at October 1, 1991 was $10.00. The value of a
unit fluctuates in response to various factors including, without
limitation, the price of and dividends paid on common stock, earnings and
losses on other investments in the fund and the mix of assets in the fund
among Amoco common stock and other investments. At December 31, 1993,
there were 169,047,312 units in the fund at a unit value of $11.22. The
manager of the Amoco Stock Fund is State Street Bank.
Cyprus Stock Fund
Almost all of the Cyprus Stock Fund is comprised of shares of Cyprus
AMAX Minerals Company ("Cyprus") common stock. For liquidity purposes, a
portion of the fund is kept as cash or placed in short-term investments.
Shares of Cyprus common stock and other Cyprus securities are not
allocated to participants' accounts; instead, their balances in the
Cyprus Stock Fund
8.<PAGE>
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NOTES TO FINANCIAL STATEMENTS (continued)
are denominated in units. The value of a unit upon establishment of the
Cyprus Stock Fund at October 1, 1991 was $5.00. The value of a unit
fluctuates in response to various factors including, without limitation,
the price of and dividends paid on Cyprus securities, earnings and losses
on other investments in the fund and the mix of assets in the fund. At
December 31, 1993, there were 2,315,002 units in the fund at a unit value
of $6.54. The manager of the Cyprus Stock Fund is State Street Bank.
Current contributions cannot be allocated to this fund. Participants may
elect, however, to liquidate their investment in the Cyprus Stock Fund.
Money Market Fund
Amounts invested in the Money Market Fund are in the Institutional
Cash Management Fund for Directed Accounts (the "Cash Management Fund")
established in 1984, under the First National Bank of Chicago Group Trust
for Pensions and Profit Sharing Trusts. The exclusive investment of the
Cash Management Fund is in the Brinson Trust Company Collective
Investment Trust for Pension and Profit Sharing Trusts (the "Brinson
Collective Trust"). The types of investments the Brinson Collective
Trust may invest in include U.S. Treasury obligations, commercial paper,
bank deposits, certificates of deposit, bonds, debentures, publicly
available money market funds, loan participation and other obligations;
provided that no more than 20 percent of the value of the Brinson
Collective Trust may be invested in longer-term investments. As of
December 31, 1993, the fund was invested primarily in cash equivalents.
The manager of the Money Market Fund is Brinson Partners, Inc. of
Chicago. The fund manager is responsible for the selection of securities
to be purchased for the Money Market Fund.
U.S. Savings Bonds
Participant contributions in U.S. Savings Bonds are invested by the
Trustee in the most recent offering issued by the U.S. Treasury.
Contributions are held in participants' accounts until they are invested
in U.S. Savings Bonds.
Balanced Fund
The Balanced Fund is a diversified fund which offers investors a
mixture of stocks and bonds. The fund is balanced by an exposure to the
equity markets of approximately 60 percent and an exposure to the fixed
income markets of approximately 40 percent. The equity component
includes exposure to both the domestic and foreign markets. For
additional liquidity, a portion of the Balanced Fund is invested in State
Street's Short Term Investment Fund composed of various short-term
financial instruments. State Street Global Advisors Inc., a subsidiary
of State Street Bank, is the investment manager of the Balanced Fund.
9.<PAGE>
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NOTES TO FINANCIAL STATEMENTS (continued)
Bond Index Fund
The Bond Index Fund is invested primarily in Bankers Trust's
commingled BT Pyramid Broad Market Fixed Income Index Fund ("BT Broad
Market Fund"). The BT Broad Market Fund is part of the BT Pyramid Trust
of Bankers Trust Company, of which Bankers Trust Company is the trustee.
A small portion of the Bond Index Fund is held in money market and other
short-term instruments and U.S. Treasury futures contracts for liquidity
purposes. The investment manager of the Bond Index Fund is Bankers Trust
Company.
Equity Index Fund
The Equity Index Fund is invested primarily in the BT Pyramid Equity
Index Fund. The BT Pyramid Equity Index Fund is part of the BT Pyramid
Trust of Bankers Trust Company. A small portion of the Equity Index Fund
is invested in short-term investments and derivative instruments, such as
S&P's 500 futures contracts, for liquidity purposes. The Equity Index
Fund is managed by Bankers Trust Company.
During 1993, participants in the Plan were limited in the amount
they could transfer per month from the existing investment options to the
new investment options for a six-month period, February through July
1993, to insure overall liquidity and the prompt processing of
transactions. During the transition period to the new investment
options, the maximum amount a Plan participant could transfer once per
month from the existing investment options (Amoco Stock Fund, Cyprus
Stock Fund, Money Market Fund, and U.S. Savings Bonds) to the new
investment options (Balanced Fund, Bond Index Fund, and Equity Index
Fund) was the greater of 10 percent of existing investment options of a
participant's accounts or up to $5,000 in total existing investment
options of a participant's accounts. There was no restriction on the
amount of funds which could be transferred among existing investment
options, among the new investment options or from new investment options
to the existing investment options.
2. Summary of Significant Accounting Policies:
Common stock of the Company and of Cyprus are valued at the closing
market price on the New York Stock Exchange. Common stock of other
companies included in the Amoco Stock Fund and common stock of equities
in other funds are also valued at market prices. Series "E" and "EE"
Bonds are valued at the current redemption value prescribed by U.S.
Treasury Department regulations. Interests in the Money Market Fund are
valued at cost, which approximates market value. Realized gains and
losses are recognized upon the disposition of investments by comparing
the proceeds, or market value, to the average cost (see Note 5).
10.<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
3. Investments:
The composition of various savings plan funds as of December 31,
1993 and 1992 was as follows:
Year Ended December 31,
1993 1992
(thousands of dollars)
Amoco Stock Fund
Amoco Corporation common stock, at market
value; 33,989,004 shares and 27,450,823
shares, respectively (cost -- $1,533,749
and $1,111,893 respectively) $1,797,169 $1,338,228
Other security investments, composed of
common stock of integrated oil companies
at market value (cost $428,197, at December
31, 1992) -- 425,712
Cash equivalents 102,235 34,173
Interest, dividends, and other receivables (1,384) 10,524
Total 1,898,020 1,808,637
Cyprus Stock Fund
Cyprus common stock, at market
value; 569,245 shares and 611,345 shares,
respectively (cost -- $6,765 and
$3,245, respectively) 14,729 19,257
Cash equivalents 419 939
Interest and other receivables 1 572
Total 15,149 20,768
Money Market Fund
Cash equivalents 417,092 474,000
Interest and other receivables 1,434 2,263
Total 418,526 476,263
U.S. Savings Bonds
Series "E" Bonds, $25 denomination, at
redemption value; 392 units and 395
units, respectively (cost -- $7 and
$7, respectively) 44 83
Series "EE" Bonds, $50-$100 denomination,
at redemption value; 835,636 units and
745,072 units, respectively (cost --
$20,962 and $18,751, respectively) 24,117 21,037
Cash equivalents 178 122
Total 24,339 21,242
11.<PAGE>
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NOTES TO FINANCIAL STATEMENTS (continued)
3. Investments (continued)
Year Ended December 31,
1993 1992
(thousands of dollars)
Balanced Fund
S&P 500 with futures, at market value;
447,306 units (cost -- $29,378) 31,111 --
Daily Bond Market Fund, at market value;
1,875,045 units (cost -- $21,072) 21,496 --
EAFE Daily, at market value; 1,493,778
units (cost--$15,248) 14,724 --
Midcap Index Fund at market value;
182,281 units (cost -- $3,027) 3,254 --
Short-Term Investment Fund 9,552 --
Interest, dividends, and other receivables 393 --
Total 80,530 --
Bond Index Fund
BT Broad Market Fund, at market value;
16,250,679 units (cost -- $24,337) 24,990 --
Liquid Asset Fund, at market value;
554,858 units (cost -- $554) 554 --
Interest, dividends, and other receivables (342) --
Total 25,202 --
Equity Index Fund
BT Pyramid Equity Index Fund, at market
value; 87,418 units (cost -- $82,185) 86,426 --
Liquid Asset Fund, at market value;
37,303 units (cost -- $37) 37 --
Interest, dividends, and other receivables 1,155 --
Total 87,618 --
Total investments $2,549,384 $2,326,910
12.<PAGE>
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NOTES TO FINANCIAL STATEMENTS (continued)
4. Participant Loans:
Participants are eligible to borrow from their account balances in
the Plan. Loans are made in the form of cash and the amount may not
exceed the lesser of 50 percent of the market value of the total vested
accounts or $50,000 less the highest loan balance outstanding during the
preceding twelve months. The participant must execute a promissory note
to take out a loan. Interest rates are fixed for the duration of the
loan and charged on the unpaid balance. The interest rate charged is the
prime rate as reported by the Wall Street Journal on the next to the last
business day of the month preceding the month the participant applies for
the loan. Repayment of loan principal and interest is generally made by
payroll deductions and credited to the participant's accounts.
5. Sales, Redemptions, and Distributions of Securities:
The aggregate of income realized from sales, redemptions, and
distributions of securities in participants' accounts for the year ended
December 31, 1993, was as follows:
Average Gains(Losses)
Securities Proceeds Cost Realized
(thousands of dollars)
Amoco Stock Fund $ 1,083,511 $ 1,026,091 $ 57,420
Cyprus Stock Fund 6,029 6,093 (64)
U.S. Savings Bonds 7,110 7,962 (852)
Balanced Fund 45,055 43,731 1,324
Bond Index Fund 6,758 6,598 160
Equity Index Fund 5,764 5,534 230
Total $ 1,154,227 $ 1,096,009 $ 58,218
Average cost is calculated as the weighted average of the fair value
of the disposed securities at the beginning of the year or acquisition
cost if acquired during the year.
6. Taxes:
The Company believes that the Plan qualifies under section 401(a) of
the Internal Revenue Code of 1986, as amended (the "Code") and that the
related Trust is exempt from Federal income taxes under section 501(a) of
the Code. The Company intends during 1994 to request a ruling from the
Internal Revenue Service that the Plan and Trust, as amended as of the
date of such request, qualify under sections 401(a) and 501(a) of the
Code, respectively. The Company reserves the right to make any amendment
necessary to maintain the qualification of the Plan and Trust.
13.<PAGE>
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NOTES TO FINANCIAL STATEMENTS (continued)
Under present Federal income tax laws, it is expected that a
participant will not be subject to income taxes on amounts contributed by
the Company or on income accrued to the participant account until part or
all of the participant account is withdrawn or distributed. Gains and
losses on the sale of securities within a participant account are not
reportable for income tax purposes unless withdrawn.
7. Unrealized Appreciation on Investments:
Unrealized appreciation on investments held, expressed in thousands
of dollars, amounted to $83,898 during 1993. This amount has been
reflected in the statement of income, expenses, and changes in plan
equity for the period. Such amounts were computed in a manner similar to
that discussed in Note 5 for computing realized income from sales,
redemptions and distributions to securities.
8. Withdrawals and Forfeitures:
Distributions to participants are reported at market value at the
date of distribution. For the year ended December 31, 1993, the balance
of participants' accounts withdrawn, expressed in thousands of dollars,
totaled $217,117. Disbursements in cash or securities in settlement of
such accounts amounted to $216,829. The difference of $288 represented
the total amount of participating company distributions forfeited during
that period.
14.<PAGE>
EXHIBIT 23
AMOCO EMPLOYEE SAVINGS PLAN
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-52579, 33-66170 and 33-42950) of the
Amoco Employee Savings Plan of our report dated June 15, 1994 appearing
on page 3 of this Form 11-K.
PRICE WATERHOUSE
Chicago, Illinois
June 22, 1994<PAGE>
