<PAGE>
1993
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-2256
EXXON CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 13-5409005
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
225 E. JOHN W. CARPENTER FREEWAY, IRVING, TEXAS 75062-2298
(Address of principal executive offices) (Zip Code)
(214) 444-1000
(Registrant's telephone number, including area code)
----------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -----------------------
<S> <C>
COMMON STOCK, WITHOUT PAR VALUE (1,242,135,165 SHARES
OUTSTANDING AT FEBRUARY 28, 1994) NEW YORK STOCK EXCHANGE
REGISTERED SECURITIES GUARANTEED BY REGISTRANT:
SEARIVER MARITIME, INC.
TWENTY-FIVE YEAR DEBT SECURITIES DUE OCTOBER 1, 2011 NEW YORK STOCK EXCHANGE
EXXON CAPITAL CORPORATION
FIVE YEAR 8 1/4% NOTES DUE OCTOBER 15, 1994 NEW YORK STOCK EXCHANGE
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
The aggregate market value of the voting stock held by non-affiliates of the
registrant on February 28, 1994, based on the closing price on that date of $64
7/8 on the New York Stock Exchange composite tape, was in excess of $80
billion.
DOCUMENTS INCORPORATED BY REFERENCE:
1993 ANNUAL REPORT TO SHAREHOLDERS (PARTS I, II AND IV)
PROXY STATEMENT DATED MARCH 4, 1994 (PART III)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
ITEM 1. BUSINESS.
Exxon Corporation was incorporated in the State of New Jersey in 1882.
Divisions and affiliated companies of Exxon operate in the United States and
more than 80 other countries. Their principal business is energy, involving
exploration for, and production of, crude oil and natural gas, manufacturing of
petroleum products and transportation and sale of crude oil, natural gas and
petroleum products. Exxon Chemical Company, a division of Exxon, is a major
manufacturer and marketer of petrochemicals. Exxon is engaged in exploration
for, and mining and sale of, coal and other minerals. Exxon also has an
interest in electric power generation in Hong Kong. Affiliates of Exxon conduct
extensive research programs in support of these businesses.
The terms corporation, company, Exxon, our, we and its, as used in this
report, sometimes refer not only to Exxon Corporation or to one of its
divisions but collectively to all of the companies affiliated with Exxon
Corporation or to any one or more of them. The shorter terms are used merely
for convenience and simplicity.
The oil industry is highly competitive. There is competition within the
industry and also with other industries in supplying the energy and fuel needs
of commerce, industry and individuals. The corporation competes with other
firms in the sale or purchase of various goods or services in many national and
international markets and employs all methods of competition which are lawful
and appropriate for such purposes.
Exxon Chemical is organized into three business groups, each managed as a
worldwide business with its own manufacturing, marketing and technology
activities. It is a major producer of basic petrochemicals, including olefins
and aromatics, and a leading supplier of specialty rubbers and of additives for
fuels and lubricants. The products manufactured include polyethylene and
polypropylene plastics, plasticizers, specialty resins, specialty and commodity
solvents, fertilizers and performance chemicals for oil field operations.
The operations and earnings of the corporation and its affiliates throughout
the world have been, and may in the future be, affected from time to time in
varying degree by political developments and laws and regulations, such as
forced divestiture of assets; restrictions on production, imports and exports;
price controls; tax increases and retroactive tax claims; expropriations of
property; cancellation of contract rights and environmental regulations. Both
the likelihood of such occurrences and their overall effect upon the
corporation vary greatly from country to country and are not predictable.
In 1993, the corporation spent $1,873 million (of which $641 million were
capital expenditures) on environmental conservation projects and expenses
worldwide, mostly dealing with air and water conservation. Total expenditures
for such activities are expected to be about $2.0 billion in 1994 and 1995
(with capital expenditures in each year representing about 35 percent of the
total).
Operating data and industry segment information for the corporation are
contained on pages F3, F20 and F27 of the accompanying financial section of the
1993 Annual Report to shareholders. Information on oil and gas reserves is
contained on pages F24 and F25 of the accompanying financial section of the
1993 Annual Report to shareholders.*
ITEM 2. PROPERTIES.
Part of the information in response to this item and to the Securities
Exchange Act Industry Guide 2 is contained in the accompanying financial
section of the 1993 Annual Report to shareholders in Note 8, which note appears
on page F13, and on pages F3, and F22 through F27.*
- --------
*Only the data appearing on pages F1 and F3 through F27 of the accompanying
financial section of the 1993 Annual Report to shareholders, incorporated in
this report as Exhibit 13, are deemed to be filed as part of this Annual
Report on Form 10-K as indicated under Items 1, 2, 3, 5, 6, 7 and 8 and on
page 14.
<PAGE>
Information with regard to oil and gas producing activities follows:
1. NET RESERVES OF CRUDE OIL AND NATURAL GAS LIQUIDS (MILLIONS OF BARRELS) AND
NATURAL GAS (BILLIONS OF CUBIC FEET) AT YEAR-END 1993
Estimated proved reserves are shown on pages F24 and F25 of the accompanying
financial section of the 1993 Annual Report to shareholders. No major discovery
or other favorable or adverse event has occurred since December 31, 1993 that
would cause a significant change in the estimated proved reserves as of that
date. The oil sands reserves shown separately for Canada represent synthetic
crude oil expected to be recovered from Imperial Oil Limited's 25 percent
interest in the net reserves set aside for the Syncrude project, as presently
defined by government permit. For information on the standardized measure of
discounted future net cash flows relating to proved oil and gas reserves, see
page F26 of the accompanying financial section of the 1993 Annual Report to
shareholders.
2. ESTIMATES OF TOTAL NET PROVED OIL AND GAS RESERVES FILED WITH OTHER FEDERAL
AGENCIES
During 1993, the company filed proved reserve estimates with the U.S.
Department of Energy on Forms EIA-23 and EIA-28. The information is consistent
with the 1992 Annual Report to shareholders with the exception of EIA-23 which
covered total oil and gas reserves from Exxon-operated properties in the U.S.
and does not include gas plant liquids.
3. AVERAGE SALES PRICES AND PRODUCTION COSTS PER UNIT OF PRODUCTION
Incorporated by reference to page F22 of the accompanying financial section
of the 1993 Annual Report to shareholders. Average sales prices have been
calculated by using sales quantities from our own production as the divisor.
Average production costs have been computed by using net production quantities
for the divisor. The volumes of crude oil and natural gas liquids (NGL)
production used for this computation are shown in the reserves table on page
F24 of the accompanying financial section of the 1993 Annual Report to
shareholders. The net production volumes of natural gas available for sale by
the producing function used in this calculation are shown on page F27 of the
accompanying financial section of the 1993 Annual Report to shareholders. The
volumes of natural gas were converted to oil equivalent barrels based on a
conversion factor of six thousand cubic feet per barrel.
4. GROSS AND NET PRODUCTIVE WELLS
<TABLE>
<CAPTION>
YEAR-END 1993
--------------------------
OIL GAS
------------- ------------
GROSS NET GROSS NET
------ ------ ------ -----
<S> <C> <C> <C> <C>
United States..................................... 22,777 6,906 3,237 1,705
Canada............................................ 7,249 4,001 5,347 2,876
Europe............................................ 2,012 624 998 307
Australia and Far East............................ 1,076 597 421 110
Other............................................. 723 107 11 6
------ ------ ------ -----
Total............................................ 33,837 12,235 10,014 5,004
====== ====== ====== =====
</TABLE>
5. GROSS AND NET DEVELOPED ACREAGE
<TABLE>
<CAPTION>
YEAR-END 1993
-------------
GROSS NET
------ ------
(THOUSANDS OF
ACRES)
<S> <C> <C>
United States.................................................. 5,948 4,152
Canada......................................................... 4,802 2,143
Europe......................................................... 12,695 3,926
Australia and Far East......................................... 5,886 3,008
Other.......................................................... 7,510 1,296
------ ------
Total......................................................... 36,841 14,525
====== ======
</TABLE>
2
<PAGE>
Note: Separate acreage data for oil and gas are not maintained because, in
many instances, both are produced from the same acreage.
6. GROSS AND NET UNDEVELOPED ACREAGE
<TABLE>
<CAPTION>
YEAR-END 1993
--------------
GROSS NET
------- ------
(THOUSANDS OF
ACRES)
<S> <C> <C>
United States................................................. 5,182 3,665
Canada........................................................ 4,695 2,530
Europe........................................................ 20,458 7,788
Australia and Far East........................................ 54,520 21,774
Other......................................................... 53,811 21,336
------- ------
Total........................................................ 138,666 57,093
======= ======
</TABLE>
7. SUMMARY OF ACREAGE TERMS IN KEY AREAS
United States
Oil and gas exploration leases are acquired for varying periods of time,
ranging from one to ten years. Production leases normally remain in effect
until production ceases.
Canada
Exploration permits are granted for varying periods of time with renewals
possible. Production leases are held as long as there is production on the
lease.
Cold Lake oil sands leases were taken for an initial 21-year term in 1968-69
and renewed for a second 21-year term in 1989-1990. Athabasca oil sands leases
were taken for an initial 21-year term in 1958-1961 and renewed for a second
21-year term in 1979-1982.
United Kingdom
Licenses issued prior to 1977 were for an initial period of six years with an
option to extend the license for a further 40 years on no more than half of the
license area. Licenses issued between 1977 and 1979 were for an initial period
of four years, after which one-third of the acreage was required to be
relinquished, followed by a second period of three years, after which an
additional one-third of the acreage was required to be relinquished, with an
option to extend the license for a further 30 years on the remaining one-third
of the acreage. Subsequent licenses are for an initial period of six or seven
years with an option to extend for a total license period of 24 to 36 years on
no more than half the license area.
Netherlands
Onshore: Exploration drilling permits are issued for a period of two to five
years. Production concessions are granted after discoveries have been made,
under conditions which are negotiated with the government. Normally, they are
field-life concessions covering an area defined by hydrocarbon occurrences.
Offshore: Prospecting licenses issued prior to March 1976 were for a 15-year
period, with relinquishment of about 50 percent of the original area required
at the end of ten years. Subsequent licenses are for ten years with
relinquishment of about 50 percent of the original area required after six
years. For commercial discoveries within a prospecting license, a production
license is issued for a 40-year period.
3
<PAGE>
Norway
Licenses issued prior to 1972 were for a total period of 46 years, with
relinquishment of at least one-fourth of the original area required at the end
of the sixth year and another one-fourth at the end of the ninth year.
Subsequent licenses are for a total period of 36 years, with relinquishment of
at least one-half of the original area required at the end of the sixth year.
France
Exploration permits are granted for periods of three to five years, renewable
up to two times accompanied by substantial acreage relinquishments: 50 percent
of the acreage at first renewal; 25 percent of the remaining acreage at second
renewal. Upon discovery of commercial hydrocarbons, a production concession is
granted for up to 50 years, renewable in periods of 25 years each.
Australia
Onshore: Acreage terms are fixed by the individual state and territory
governments. These terms and conditions vary significantly between the states
and territories. Production licenses are generally granted for an initial term
of 21 years, with subsequent renewals, each for 21 years, for the full area.
Offshore: Exploration permits are granted for six years with possible
renewals of five-year periods to a total of 26 years. A 50 percent
relinquishment of remaining area is mandatory at the end of each renewal
period. Production licenses are for 21 years, with renewals of 21 years for the
life of the field.
Malaysia
Exploration and production activities are governed by production sharing
contracts negotiated with the national oil company. These contracts have an
overall term of 20 years with possible extensions to the exploration or
development periods. The exploration period is three years with the possibility
of a two-year extension, after which time areas with no commercial discoveries
must be relinquished. The development period is two years from commercial
discovery, with an option to extend the period for an additional two years and
possibly longer under special circumstances. Areas from which commercial
production has not started by the end of the development period must be
relinquished. The total production period is 15 years from first commercial
lifting, not to exceed the overall term of the contract.
Indonesia
Exxon's operations previously conducted under a contract of work agreement
converted to a production sharing contract in late 1993, with a term of 20
years. Other production sharing contracts in Indonesia have an overall term of
up to 30 years.
Republic of Yemen
Production sharing agreements negotiated with the government entitle Exxon to
participate in exploration operations within a designated area during the
exploration period. In the event of a commercial discovery, the company is
entitled to proceed with development and production operations during the
development period. The length of these periods and other specific terms are
negotiated prior to executing the production sharing agreement. Existing
production operations have a development period extending 20 years from first
commercial declaration made in November 1985.
4
<PAGE>
Egypt
Exploration and production activities are governed by concession agreements
negotiated with the government. These agreements generally permit three
exploration periods, with the first period being three years, and the remaining
two optional periods being two years each. Production operations have an
overall term of 30 years, with an option for a ten-year extension.
Colombia
Prior to 1974, exploration, development and production rights were granted
for up to 30 years through concessions. Since 1974, the association contract
has been the basic form of participation in new acreage. With this form of
contract, exploration rights are granted for up to a maximum of six years.
After a discovery is made, the development period extends for 22 years with
relinquishment of 50 percent at the end of six years, 50 percent of the
retained area after eight years and all remaining area except commercial fields
after ten years.
8. NUMBER OF NET PRODUCTIVE AND DRY WELLS DRILLED
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
A. Net Productive Exploratory Wells Drilled
United States.................................................. 2 5 13
Canada......................................................... 2 3 11
Europe......................................................... 7 11 10
Australia and Far East......................................... 7 16 18
Other.......................................................... 3 2 2
--- --- ---
Total......................................................... 21 37 54
--- --- ---
B. Net Dry Exploratory Wells Drilled
United States.................................................. 12 11 23
Canada......................................................... 1 2 12
Europe......................................................... 6 13 13
Australia and Far East......................................... 6 10 10
Other.......................................................... 1 7 10
--- --- ---
Total......................................................... 26 43 68
--- --- ---
C. Net Productive Development Wells Drilled
United States.................................................. 193 109 224
Canada......................................................... 216 50 24
Europe......................................................... 19 22 28
Australia and Far East......................................... 61 64 58
Other.......................................................... 10 12 12
--- --- ---
Total......................................................... 499 257 346
--- --- ---
D. Net Dry Development Wells Drilled
United States.................................................. 24 17 23
Canada......................................................... 6 -- 2
Europe......................................................... -- -- --
Australia and Far East......................................... 3 3 3
Other.......................................................... 2 3 3
--- --- ---
Total......................................................... 35 23 31
--- --- ---
Total number of net wells drilled.............................. 581 360 499
=== === ===
</TABLE>
5
<PAGE>
9. PRESENT ACTIVITIES
A. Wells Drilling -- Year-End 1993
<TABLE>
<CAPTION>
GROSS NET
----- ---
<S> <C> <C>
United States...................................................... 207 64
Canada............................................................. 14 6
Europe............................................................. 48 13
Australia and Far East............................................. 9 7
Other.............................................................. 5 1
--- ---
Total............................................................. 283 91
=== ===
</TABLE>
B. Review of Principal Ongoing Activities in Key Areas
UNITED STATES
During 1993, exploration activities were coordinated by Exxon Exploration
Company and producing activities by Exxon Company, U.S.A., both divisions of
Exxon Corporation. Some of the more important ongoing activities are:
. Exploration and delineation of additional hydrocarbon resources
continued. At year-end 1993, Exxon's inventory of undeveloped acreage
totaled 3.7 million net acres. Exxon is active in areas onshore,
offshore and in Alaska. A total of 14 net exploration and delineation
wells were completed during 1993.
. During 1993, 171 net development wells were completed within and around
mature fields in the inland lower 48 states.
. Exxon has an interest in over 25 enhanced oil recovery projects in the
lower 48 states which contributed nearly 60 thousand barrels per day of
incremental production in 1993.
. Exxon's net acreage in the Gulf of Mexico at year-end 1993 was 1.4
million acres. A total of 36 net exploratory and development wells were
completed during the year. Production was initiated from the Zinc field
in mid-1993 via a satellite subsea production template to the Alabaster
platform, which started up in 1992. Combined gas production from these
two new fields exceeded 130 million cubic feet per day at year-end. The
Mobile Bay project off Alabama also began production in 1993 and is
currently producing more than 300 million cubic feet of gas per day. Off
California, production from the Santa Ynez Unit expansion began in late
1993. Drilling operations are under way on both new platforms, Harmony
and Heritage.
. Participation in Alaska production and development continued. The first
phase of a second major Prudhoe Bay Unit gas handling expansion project
was started up in late 1993. This additional gas handling capacity will
help slow the natural decline from this giant oil field. Point McIntyre
field also began production in October 1993 with rates exceeding 100
thousand barrels per day by year-end.
CANADA
During 1993, exploration and production activities in Canada were conducted
by the Resources Division of Imperial Oil Limited, which is 69.6 percent owned
by Exxon Corporation. Some of the more important ongoing activities are:
. Commercial bitumen production from Cold Lake averaged 82 thousand
barrels per day during 1993. Initial production began in 1993 from
phases 7 and 8. Phases 9 and 10 will be deferred until there is further
improvement in market conditions.
6
<PAGE>
. The Syncrude plant, 25 percent owned by Imperial and located in northern
Alberta, has completed its 15th year of operations. Gross synthetic
crude production averaged 178 thousand barrels per day in 1993.
OUTSIDE NORTH AMERICA
During 1993, exploration activities were conducted by Exxon Exploration
Company and producing activities by Exxon Company, International, both
divisions of Exxon Corporation. Some of the more important ongoing activities
include:
United Kingdom
Exxon's share of licenses held in United Kingdom waters totaled 1.8 million
net acres at year-end 1993, with 13.6 net exploration and development wells
completed during the year. First production at the Hudson and Strathspey fields
and additional compression at Sole Pit began in 1993. Development of the Nelson
and Galleon fields is proceeding, with start-up currently scheduled in 1994.
Redevelopment of the Brent field is proceeding on schedule. Government approval
has been obtained for the development of Brent South and the Barque Extension,
with first production currently scheduled for 1995.
Netherlands
Exxon's interest in licenses totaled 2.8 million net acres at year-end 1993.
During the year, 10.7 net exploration and development wells were completed.
Onshore operations continued at Groningen, one of the world's largest gas
fields. Offshore, the F3-FB, L12 and L15 fields started up in 1993, and
development is proceeding on three new fields currently expected to start-up in
1994.
Norway
A total of 0.6 million net acres offshore were under license to Exxon at
year-end 1993, and 3.8 net exploration and development wells were completed
during the year. Production was initiated at the Brage, Sleipner East and Loke
Heimdal fields, while the N.E. Frigg field ceased production during 1993.
Projects for development of the Sleipner West, Tordis and the Statfjord
satellite fields are continuing as planned, with first production currently
scheduled for 1994-1997.
France
Exxon holds 1.7 million net acres onshore under license in France. During
1993, 2.0 net exploration and development wells were drilled and completed.
Germany
A total of 4.4 million net acres were held by Exxon in Germany at year-end
1993, with 2.3 net exploration and development wells drilled and completed
during the year.
Australia
Exxon's year-end 1993 acreage holdings totaled 7.6 million net acres onshore
and 2.5 million net acres offshore, with exploration and production activities
underway in both areas. During 1993, 15.5 net exploration and development wells
were completed. Projects are progressing for the offshore development of the
West Tuna and Bream B fields with first production anticipated in 1996.
Onshore, production from new fields in S.W. Queensland began in late 1993.
Exxon's interests in the Jabiru, Challis and Cassini fields in the Timor Sea
were divested in 1993.
7
<PAGE>
Malaysia
Exxon has interests in production sharing contracts covering 4.2 million net
acres offshore peninsular Malaysia. During 1993, a total of 55.3 net
exploration and development wells were completed. Development activity
continued in the Seligi field with the installation of a fourth compression
train and continuation of development drilling. Also in 1993, one additional
platform was installed on the Dulang field.
Indonesia
Exxon acreage holdings totaled 2.5 million net acres onshore and 1.6 million
net acres offshore Indonesia, with exploration and production activities being
undertaken in both areas. A total of 5.5 net exploration and development wells
were completed during 1993.
Thailand
Exxon's net interest acreage in the Khorat concession onshore Thailand
totaled 0.6 million acres at year-end 1993.
Republic of Yemen
Exxon's net interest acreage in the Republic of Yemen production sharing
agreement areas totaled 1.4 million acres onshore at year-end 1993. Facilities
were installed to recover natural gas liquids in the Alif, Asa'ad Al-Kamil and
Al-Raja fields. During 1993, 11.4 net exploration and development wells were
drilled and completed.
Egypt
Exxon is engaged in exploration and production activities in two contract
areas, with net acreage holdings totaling 0.1 million acres.
Colombia
A total of 0.2 million net acres onshore were held by Exxon at year-end 1993,
with 1.3 net exploration and development wells being completed during the year.
One concession in the Provincia field reverted to the Government during 1993.
WORLDWIDE EXPLORATION
Exploration activities were underway during 1993 in several areas in which
Exxon has no established production operations. A total of 25.5 million net
acres were held at year-end 1993, and 3.2 net exploration wells were completed
during the year.
ITEM 3. LEGAL PROCEEDINGS.
On October 1, 1992, the U.S. Environmental Protection Agency ("EPA") issued a
Complaint, Compliance Order, and Opportunity for Hearing to the registrant. The
Complaint alleged that the registrant was late in filing certain financial
assurance letters under the Resource Conservation and Recovery Act and proposed
a civil penalty of $461,050. The registrant has executed a settlement agreement
with the EPA which was approved by the Administrative Law Judge on October 28,
1993. Under the settlement, the registrant paid a civil penalty of $150,000.
8
<PAGE>
Refer to the relevant portions of Note 14 on pages F15 and F16 of the
accompanying financial section of the 1993 Annual Report to shareholders for
further information on legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
----------------
EXECUTIVE OFFICERS OF THE REGISTRANT [pursuant to Instruction 3 to Regulation
S-K, Item 401(b)].
<TABLE>
<CAPTION>
AGE AS OF
MARCH 31,
NAME 1994 TITLE (HELD OFFICE SINCE)
---- --------- -----------------------------------------------
<S> <C> <C>
L. R. Raymond........... 55 Chairman of the Board (1993)
C. R. Sitter............ 63 President (1993)
C. M. Harrison.......... 63 Senior Vice President (1992)
E. J. Hess.............. 60 Senior Vice President (1993)
R. E. Wilhelm........... 53 Senior Vice President (1990)
D. L. Baird, Jr. ....... 49 Secretary (1990)
E. R. Cattarulla........ 62 Vice President -- Public Affairs (1990)
W. B. Cook.............. 58 Vice President and Controller (1994)
R. Dahan................ 52 Vice President (1992)
S. F. Goldmann.......... 49 General Manager -- Corporate Planning (1993)
G. L. Graves............ 55 Vice President -- Environment and Safety (1993)
R. P. Larkins........... 61 Vice President (1990)
H. J. Longwell.......... 52 Vice President (1992)
T. J. McDonagh, M.D..... 62 Vice President -- Medicine and Occupational
Health (1981)
R. B. Nesbitt........... 60 Vice President (1992)
W. D. O'Brien........... 63 Vice President and General Tax Counsel (1989)
C. K. Roberts........... 64 Vice President and General Counsel (1993)
E. A. Robinson.......... 60 Vice President and Treasurer (1983)
D. S. Sanders........... 54 Vice President -- Human Resources (1994)
D. E. Smiley............ 62 Vice President -- Washington Office (1978)
J. L. Thompson.......... 54 Vice President (1991)
T. P. Townsend.......... 57 Vice President -- Investor Relations (1990)
</TABLE>
For at least the past five years, Messrs. Raymond, Sitter, Cattarulla,
McDonagh, O'Brien, Robinson, Smiley and Townsend have been employed as
executives of the registrant.
9
<PAGE>
The following executive officers of the registrant have also served as
executives of the subsidiaries, affiliates or divisions of the registrant shown
opposite their names during the five years preceding December 31, 1993.
<TABLE>
<S> <C>
Exxon Chemical Company....... Baird, Nesbitt and Sanders
Exxon Coal and Minerals Com- Larkins
pany.........................
Exxon Company, International. Cook, Dahan, Graves, Hess, Longwell,
Thompson and Wilhelm
Exxon Company, U.S.A......... Goldmann, Harrison, Larkins, Longwell, Roberts
and Sanders
Exxon Exploration Company.... Thompson
</TABLE>
Officers are generally elected by the Board of Directors at its meeting on
the day of each annual election of directors, each such officer to serve until
his or her successor has been elected and qualified.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS.
Incorporated by reference to the quarterly information which appears on page
F21 of the accompanying financial section of the 1993 Annual Report to
shareholders.
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated by reference to page F3 of the accompanying financial section of
the 1993 Annual Report to shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Incorporated by reference to pages F4 through F7 of the accompanying
financial section of the 1993 Annual Report to shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to the Index to Financial Statements on page 14 of this
Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Incorporated by reference to the relevant portions of pages 4 through 7
(excluding the portion of page 7 entitled "Transactions with Management") of
the registrant's definitive proxy statement dated March 4, 1994.
10
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference to the fifth through eighth paragraphs of page 2,
and pages 8 through 11 (excluding the portion of page 11 entitled "Board
Compensation Committee Report on Executive Compensation") of the registrant's
definitive proxy statement dated March 4, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference to the relevant portions of pages 4 through 7
(excluding the portion of page 7 entitled "Transactions with Management") of
the registrant's definitive proxy statement dated March 4, 1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference to the portion of page 7 entitled "Transactions
with Management" of the registrant's definitive proxy statement dated March 4,
1994.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) and (a) (2) Financial Statements:
See Index to Financial Statements and Financial Statement Schedules on
page 14 of this Annual Report on Form 10-K.
(a)(3) Exhibits:
See Index to Exhibits on page 19 of this Annual Report on Form 10-K.
(b)Reports on Form 8-K.
The registrant did not file any reports on Form 8-K during the last
quarter of 1993.
11
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EXXON CORPORATION
/s/ LEE R. RAYMOND
By: _________________________________
(Lee R. Raymond,
Chairman of the Board)
Dated March 11, 1994
----------------
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD E.
GUTMAN, FRANK A. RISCH AND RICHARD A. ROSENBERG, AND EACH OF THEM, HIS OR HER
TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION
AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD, IN
ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS ANNUAL REPORT ON
FORM 10-K, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS
IN CONECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT
OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-
IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS OR HER SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
----------------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<S> <C> <C>
/s/ LEE R. RAYMOND Chairman of the Board March 11, 1994
- ------------------------------------------- (Principal Executive Officer)
(Lee R. Raymond)
/s/ RANDOLPH W. BROMERY Director March 11, 1994
- -------------------------------------------
(Randolph W. Bromery)
/s/ D. WAYNE CALLOWAY Director March 11, 1994
- -------------------------------------------
(D. Wayne Calloway)
/s/ JESS HAY Director March 11, 1994
- -------------------------------------------
(Jess Hay)
/s/ WILLIAM R. HOWELL Director March 11, 1994
- -------------------------------------------
(William R. Howell)
</TABLE>
12
<PAGE>
<TABLE>
<S> <C> <C>
/s/ LORD LAING OF DUNPHAIL Director March 11, 1994
- -------------------------------------------
(Lord Laing of Dunphail)
/s/ PHILIP E. LIPPINCOTT Director March 11, 1994
- -------------------------------------------
(Philip E. Lippincott)
/s/ MARILYN CARLSON NELSON Director March 11, 1994
- -------------------------------------------
(Marilyn Carlson Nelson)
/s/ CHARLES R. SITTER Director March 11, 1994
- -------------------------------------------
(Charles R. Sitter)
/s/ JOHN H. STEELE Director March 11, 1994
- -------------------------------------------
(John H. Steele)
/s/ ROBERT E. WILHELM Director March 11, 1994
- -------------------------------------------
(Robert E. Wilhelm)
/s/ JOSEPH D. WILLIAMS Director March 11, 1994
- -------------------------------------------
(Joseph D. Williams)
/s/ W. B. COOK Controller (Principal March 11, 1994
- ------------------------------------------- Accounting Officer)
(W. B. Cook)
/s/ E. A. ROBINSON Treasurer (Principal March 11, 1994
- ------------------------------------------- Financial Officer)
(E. A. Robinson)
</TABLE>
13
<PAGE>
INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon of
Price Waterhouse dated February 23, 1994, appearing on pages F8 to F20; the
Quarterly Information appearing on page F21; and the Supplemental Information
on Oil and Gas Exploration and Production Activities appearing on pages F22 to
F26 of the accompanying financial section of the 1993 Annual Report to
shareholders are incorporated in this Annual Report on Form 10-K as Exhibit 13.
With the exception of the aforementioned information, no other data appearing
in the accompanying financial section of the 1993 Annual Report to shareholders
is deemed to be filed as part of this Annual Report on Form 10-K under Item 8.
The following Consolidated Financial Statement Schedules should be read in
conjunction with the accompanying financial section of the 1993 Annual Report
to shareholders. Consolidated Financial Statement Schedules not included with
this Annual Report on Form 10-K have been omitted because they are not
applicable or the required information is shown in the consolidated financial
statements or notes thereto.
SUPPLEMENTAL FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Property, Plant and Equipment (Schedule V)................................ 16
Accumulated Depreciation, Depletion and Amortization of Property, Plant
and Equipment (Schedule VI).............................................. 17
Short-term Borrowings (Schedule IX)....................................... 18
Supplementary Income Statement Information (Schedule X)................... 18
</TABLE>
REPORT OF INDEPENDENT ACCOUNTANTS ON
THE SUPPLEMENTAL FINANCIAL INFORMATION
To the Board of Directors of Exxon Corporation
Our audits of the consolidated financial statements referred to in our report
dated February 23, 1994 appearing on page F11 of the accompanying financial
section of the 1993 Annual Report to shareholders of Exxon Corporation (which
report and consolidated financial statements are incorporated as Exhibit 13)
also included an audit of the Supplemental Financial Information listed above.
In our opinion, this Supplemental Financial Information presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
As discussed in note 2 to the consolidated financial statements, the
corporation changed its method of accounting for postretirement benefits other
than pensions and for income taxes in 1992.
Price Waterhouse
Dallas, Texas
February 23, 1994
14
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the following
Prospectuses constituting part of the Registration Statements on:
<TABLE>
<S> <C>
Form S-3 (No. 33-49417) --Exxon Corporation Shareholder Investment Program;
Form S-8 (No. 33-51107) --1993 Incentive Program of Exxon Corporation (together
with 1983 Stock Option and 1988 Long Term Incentive
Plans of Exxon Corporation);
Form S-8 (No. 33-19057) --Thrift Plans of Exxon Corporation and Participating
Affiliated Employers;
Form S-3 (No. 33-48919) --Guaranteed Debt Securities and Warrants to Purchase
Guaranteed Debt Securities of Exxon Capital Corporation;
Form S-3 (No. 33-8922) --Guaranteed Debt Securities of SeaRiver Maritime, Inc.
(formerly Exxon Shipping Company)
</TABLE>
of our report dated February 23, 1994 appearing on page F11 of the accompanying
financial section of the 1993 Annual Report to shareholders of Exxon
Corporation which is incorporated as Exhibit 13 in this Annual Report on Form
10-K. We also consent to the incorporation by reference of our report on the
Supplemental Financial Information, which appears on page 14 of this Annual
Report on Form 10-K.
Price Waterhouse
Dallas, Texas
March 11, 1994
15
<PAGE>
EXXON CORPORATION
PROPERTY, PLANT AND EQUIPMENT (SCHEDULE V)
1993, 1992 AND 1991(1)
(EXPRESSED IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OTHER
BALANCE AT RETIRE- FOREIGN ADDITIONS BALANCE
BEGINNING ADDITIONS MENTS EXCHANGE AND/OR AT CLOSE
CLASSIFICATION OF YEAR AT COST OR SALES EFFECTS (DEDUCTIONS) OF YEAR
- --------------------------------------------------------------------------------------
1993
----
<S> <C> <C> <C> <C> <C> <C>
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $ 62,609 $3,231 $2,444 $ (931) $(334) $ 62,131
Refining and Marketing. 28,166 2,161 1,710 (851) 337 28,103
-------- ------ ------ ------- ----- --------
Total Petroleum and
Natural Gas.......... 90,775 5,392 4,154 (1,782) 3 90,234
Chemicals............... 9,048 542 219 (222) 6 9,155
Other................... 10,915 985 139 (6) (9) 11,746
-------- ------ ------ ------- ----- --------
Total................. $110,738 $6,919 $4,512 $(2,010) -- $111,135
======== ====== ====== ======= ===== ========
<CAPTION>
1992
----
<S> <C> <C> <C> <C> <C> <C>
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $ 64,505 $3,517 $2,209 $(3,927) $ 723 $ 62,609
Refining and Marketing. 28,570 2,169 725 (1,885) 37 28,166
-------- ------ ------ ------- ----- --------
Total Petroleum and
Natural Gas.......... 93,075 5,686 2,934 (5,812) 760 90,775
Chemicals............... 9,041 594 169 (416) (2) 9,048
Other................... 10,324 858 300 (42) 75 10,915
-------- ------ ------ ------- ----- --------
Total................. $112,440 $7,138 $3,403 $(6,270) $ 833(2) $110,738
======== ====== ====== ======= ===== ========
<CAPTION>
1991
----
<S> <C> <C> <C> <C> <C> <C>
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $ 62,188 $3,709 $1,240 $ (252) $ 100 $ 64,505
Refining and Marketing. 27,398 1,926 582 (101) (71) 28,570
-------- ------ ------ ------- ----- --------
Total Petroleum and
Natural Gas.......... 89,586 5,635 1,822 (353) 29 93,075
Chemicals............... 8,594 575 97 (29) (2) 9,041
Other................... 9,419 1,052 121 1 (27) 10,324
-------- ------ ------ ------- ----- --------
Total................. $107,599 $7,262 $2,040 $ (381) -- $112,440
======== ====== ====== ======= ===== ========
</TABLE>
- ---------------------
Notes:
(1) Reference is made to page F11 of the accompanying financial section of the
1993 Annual Report to shareholders for a description of the accounting for
property, plant and equipment.
(2) The total for 1992 reflects the property, plant and equipment gross-up,
effective January 1, 1992, associated with implementation of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
16
<PAGE>
EXXON CORPORATION
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT (SCHEDULE VI)
1993, 1992 AND 1991(1)
(EXPRESSED IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DEDUCTIONS
FOR BALANCE
BALANCE AT ADDITIONS RETIRE- FOREIGN OTHER ADDITIONS AT
BEGINNING CHARGED TO MENTS AND EXCHANGE AND/OR CLOSE
CLASSIFICATION OF YEAR INCOME(2) SALES EFFECTS (DEDUCTIONS)(3) OF YEAR
- -------------------------------------------------------------------------------------------
1993
----
<S> <C> <C> <C> <C> <C> <C>
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $29,729 $2,803 $2,069 $ (381) $(214) $29,868
Refining and Marketing. 12,268 1,088 1,282 (396) 240 11,918
------- ------ ------ ------- ----- -------
Total Petroleum and
Natural Gas.......... 41,997 3,891 3,351 (777) 26 41,786
Chemicals............... 4,033 382 167 (98) (1) 4,149
Other................... 2,909 422 93 -- -- 3,238
------- ------ ------ ------- ----- -------
Total................. $48,939 $4,695 $3,611 $ (875) $ 25 $49,173
======= ====== ====== ======= ===== =======
<CAPTION>
1992
----
<S> <C> <C> <C> <C> <C> <C>
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $29,623 $3,099 $1,509 $(1,632) $ 148 $29,729
Refining and Marketing. 12,397 1,103 466 (732) (34) 12,268
------- ------ ------ ------- ----- -------
Total Petroleum and
Natural Gas.......... 42,020 4,202 1,975 (2,364) 114 41,997
Chemicals............... 3,935 381 109 (170) (4) 4,033
Other................... 2,621 416 203 (11) 86 2,909
------- ------ ------ ------- ----- -------
Total................. $48,576 $4,999 $2,287 $(2,545) $196 $48,939
======= ====== ====== ======= ===== =======
<CAPTION>
1991
----
<S> <C> <C> <C> <C> <C> <C>
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $27,250 $3,007 $ 651 $ (120) $ 137 $29,623
Refining and Marketing. 11,644 1,143 324 (42) (24) 12,397
------- ------ ------ ------- ----- -------
Total Petroleum and
Natural Gas.......... 38,894 4,150 975 (162) 113 42,020
Chemicals............... 3,644 361 60 (9) (1) 3,935
Other................... 2,373 354 20 -- (86) 2,621
------- ------ ------ ------- ----- -------
Total................. $44,911 $4,865 $1,055 $ (171) $ 26 $48,576
======= ====== ====== ======= ===== =======
</TABLE>
- ---------------------
Notes:
(1) Reference is made to page F11 of the accompanying financial section of the
1993 Annual Report to shareholders for a description of the accounting for
depreciation, depletion and amortization.
(2) Depreciation and depletion (page F9 of the accompanying financial section
of the 1993 Annual Report to shareholders) was comprised of:
<TABLE>
<CAPTION>
1993 1992 1991
------ ------ ------
<S> <C> <C> <C>
Additions charged to income, as above............... $4,695 $4,999 $4,865
Amortization of intangibles......................... 64 72 70
Losses (Gains) on retirements....................... 125 (27) (111)
------ ------ ------
$4,884 $5,044 $4,824
====== ====== ======
</TABLE>
(3) Reflects transfers among functions and net charges and reclassifications to
other balance sheet accounts.
17
<PAGE>
EXXON CORPORATION
SHORT-TERM BORROWINGS (SCHEDULE IX)
1993, 1992 AND 1991
(EXPRESSED IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAXIMUM AVERAGE WEIGHTED
BALANCE WEIGHTED AMOUNT AMOUNT AVERAGE
AT AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
CLOSE INTEREST DURING THE DURING THE DURING THE
OF YEAR RATE YEAR(1) YEAR(1) YEAR(2)
- -------------------------------------------------------------------------------
1993
----
<S> <C> <C> <C> <C> <C>
Banks and Bankers....... $1,189 5.6% $1,489 $1,265 6.6%
Holders of Commercial
Paper.................. 1,891 3.3% 2,895 2,472 3.2%
<CAPTION>
1992
----
<S> <C> <C> <C> <C> <C>
Banks and Bankers....... $1,478 6.6% $1,478 $1,078 9.7%
Holders of Commercial
Paper.................. 2,761 3.6% 3,358 2,742 3.6%
<CAPTION>
1991
----
<S> <C> <C> <C> <C> <C>
Banks and Bankers....... $ 795 11.1% $1,585 $1,120 10.4%
Holders of Commercial
Paper.................. 3,267 5.0% 3,790 2,802 6.1%
</TABLE>
- ---------------------
Notes:
(1) Determined from monthly balances.
(2) Represents the ratio of actual interest to average borrowings outstanding.
EXXON CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION (SCHEDULE X)
FOR YEARS 1993, 1992 AND 1991
(EXPRESSED IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CHARGED TO COSTS AND
EXPENSES
-----------------------
DESCRIPTION 1993 1992 1991
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Maintenance and repairs................................ $ 2,753 $ 2,877 $ 2,893
Sales, use, value-added and turnover taxes............. 16,055 17,557 16,899
Specific taxes on petroleum industry................... 1,174 1,305 1,328
</TABLE>
18
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S> <C>
3(i). Registrant's Restated Certificate of Incorporation, as
restated November 1, 1991 (incorporated by reference to
Exhibit 3(a) to the registrant's Annual Report on Form
10-K for 1991).
3(ii). Registrant's By-Laws, as revised to October 27, 1993.
10(iii)(a). Registrant's 1993 Incentive Program (incorporated by
reference to pages 22 through 27 of the registrant's
definitive proxy statement dated March 5, 1993).*
10(iii)(b). Registrant's Plan for Deferral of Nonemployee Director
Compensation and Fees, as amended.*
10(iii)(c). Registrant's Restricted Stock Plan for Nonemployee
Directors.*
10(iii)(d). Supplemental life insurance (incorporated by reference to
Exhibit 10(iii)(d) to the registrant's Annual Report on
Form 10-K for 1992).*
10(iii)(e). Registrant's Short Term Incentive Program.*
12. Computation of ratio of earnings to fixed charges.
13. Financial Section of the registrant's 1993 Annual Report
to shareholders.
21. Subsidiaries of the registrant.
23. Consent of Independent Accountants (contained on page 15
of this Annual Report on Form 10-K).
</TABLE>
- --------
* Compensatory plan or arrangement required to be identified pursuant to Item
14(a)(3) of this Annual Report on Form 10-K.
The registrant has not filed with this report copies of the instruments
defining the rights of holders of long-term debt of the registrant and its
subsidiaries for which consolidated or unconsolidated financial statements are
required to be filed. The registrant agrees to furnish a copy of any such
instrument to the Securities and Exchange Commission upon request.
19
<PAGE>
EXHIBIT 3(II)
EXXON CORPORATION
INCORPORATED IN NEW JERSEY
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
1. Meetings of shareholders may be held on such date and at such time and
place, within or without the State of New Jersey, as may be fixed by the board
of directors and stated in the notice of meeting.
2. The date for each annual meeting of shareholders, fixed as provided in
Section 1 of this Article I, shall be a date not more than thirteen months
after the date on which the last annual meeting of shareholders was held. The
directors shall be elected at the annual meeting of shareholders.
3. Special meetings of the shareholders may be called by the board of
directors, the chairman of the board or the president.
4. Except as otherwise provided by statute, written notice of the date, time,
place and purpose or purposes of every meeting of shareholders shall be given
not less than ten nor more than sixty days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
the meeting. The business transacted at special meetings shall be confined to
the purposes specified in the notice.
5. Unless otherwise provided by statute the holders of shares entitled to
cast a majority of votes at a meeting, present either in person or by proxy,
shall constitute a quorum at such meeting. Less than a quorum may adjourn.
6. For the purpose of determining the shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or allotment of any right, or for the purpose of any other action, the board of
directors may fix in advance a date as the record date for any such
determination of shareholders. Such date shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior
to any other action.
7. The board of directors may, in advance of any shareholders' meeting,
appoint one or more inspectors to act at the meeting or any adjournment
thereof. If inspectors are not so appointed by the board or shall fail to
qualify, the person presiding at a shareholders' meeting may, and at the
request of any shareholder entitled to vote thereat, shall, make such
appointment. In case any person appointed as inspector fails to appear or act,
the vacancy may be filled by appointment made by the board in advance of the
meeting or at the meeting by the person presiding at the meeting. Each
inspector, before entering upon the discharge of the duties of inspector, shall
take and sign an oath faithfully to execute such duties at such meeting with
strict impartiality and according to the best of the inspector's ability.
The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. If there
1
<PAGE>
are three or more inspectors, the act of a majority shall govern. On request of
the person presiding at the meeting or any shareholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them. Any report made by them shall be prima
facie evidence of the facts therein stated, and such report shall be filed with
the minutes of the meeting.
ARTICLE II
BOARD OF DIRECTORS
1. The business and affairs of the corporation shall be managed by its board
of directors consisting of not less than ten nor more than fifteen members, who
shall hold office until the next annual meeting and until their successors
shall have been elected and qualified. The actual number of directors shall be
determined from time to time by resolution of the board. If at any time, except
at the annual meeting, the number of directors shall be increased, the
additional director or directors may be elected by the board, to hold office
until the next annual meeting and until their successors shall have been
elected and qualified.
2. The organization meeting of the board of directors, for the purpose of
organization or otherwise, shall be held without further notice on the day of
the annual meeting of shareholders, at such time and place as shall be fixed
from time to time pursuant to resolution of the board. Other regular meetings
of the board may be held without further notice at such times and places as
shall be fixed from time to time pursuant to resolution of the board. The
chairman of the board, the president, any vice president who is a member of the
board, or the secretary may change the day or hour or place of any single
regular meeting from that determined by the board upon causing that prior
notice of such change be transmitted to all directors.
Special meetings of the board may be called at the direction of the chairman
of the board, of the president or of any vice president who is a member of the
board, or, in the absence of such officers, at the direction of any one of the
directors. Any such meeting shall be held on such date and at such time and
place as may be designated in the notice of the meeting.
Notices required under this section may be transmitted in person, in writing,
or by telephone, telegram, cable or radio, and shall be effective whether or
not actually received, provided they are duly transmitted not less than forty-
eight hours in advance of the meeting. Notice may be waived in writing before
or after a meeting. No notice or waiver need specify the business scheduled for
any board meeting and any business may be transacted at either a regular or
special meeting.
3. Five directors shall constitute a quorum for the transaction of business,
except that any directorship not filled at the annual meeting and any vacancy,
however caused, occurring in the board may be filled by the affirmative vote of
a majority of the remaining directors even though less than a quorum of the
board, or by a sole remaining director. At any meeting of the board, whether or
not a quorum is present, a majority of those present may adjourn the meeting.
Notice of an adjourned meeting need not be given if the time and place are
fixed at the meeting adjourning and if the period of adjournment does not
exceed ten days in any one adjournment.
4. (a) The provisions of this Section 4 of Article II shall be operative
during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or any nuclear or atomic disaster
or from the imminent threat of such an attack or disaster. For the purpose of
this Section 4 of Article II, such an emergency is defined as any period
following (i) an enemy attack on the continental United States or any nuclear
or atomic disaster as a result and during the period of which the means of
communication or travel within the continental United States are disrupted or
made uncertain or unsafe, or (ii) a determination as herein provided that such
an attack
2
<PAGE>
or disaster is imminent or has occurred. The commencement and termination of
the period of any such emergency may be determined by the chairman of the board
or, in the event of the death, absence or disability of the chairman of the
board, by the president, or in the event of the death, absence or disability of
both the chairman of the board and the president, by such person or persons as
the board of directors may from time to time designate, but in the absence of
such specific designation, by the senior vice president who has been designated
pursuant to the authority of Section 6 of Article IV of these by-laws to
exercise the powers and perform the duties of the chairman of the board and the
president. To the extent not inconsistent with the provisions of this Section 4
of Article II, the by-laws in their entirety shall remain in effect during any
such emergency.
(b) Before or during any such emergency, the board may change the head office
or designate several alternative head offices or regional offices, or authorize
the officers to do so, said change to be effective during the emergency.
(c) The officers or other persons designated by title in a list approved by
the board before or during the emergency, all who are known to be alive and
available to act in such order of priority and subject to such conditions and
for such period of time, not longer than reasonably necessary after the
termination of the emergency, as may be provided in the resolution of the board
approving the list, shall, to the extent required to provide a quorum at any
meeting of the board, be deemed and shall have all the powers of directors for
such meeting. Unless so designated, an officer who is not a director shall not
be deemed a director for the foregoing purpose.
(d) Meetings of the board may be called by any officer or director or in the
absence of all officers and directors by any person designated in a list
approved by the board pursuant to subsection (c) of this Section 4. Any such
meeting shall be held on such date and at such time and place as may be
designated in the notice of the meeting. Notice of any such meeting need be
given only to such of the directors as it may be feasible to reach at the time
and such of the persons designated in such list as is considered advisable in
the judgment of the person calling the meeting. Any such notice may be
transmitted in person, in writing, or by telephone, telegram, cable or radio,
or by such other means as may be feasible at the time, shall be effective
whether or not actually received and shall be given at such time in advance of
the meeting as, in the judgment of the person calling the meeting,
circumstances permit.
(e) Three directors shall constitute a quorum for the transaction of
business.
(f) Before or during any such emergency, the board by resolution may (i)
appoint one or more committees in addition to or in substitution for one or
more of those appointed pursuant to the provisions of Article III of these by-
laws to act during such emergency and (ii) take any of the actions listed in
Section 2 of Article III of these by-laws in regard to any committee
established pursuant to (i) of this subsection (f). Each such committee shall
have at least three members, none of whom need be a director. To the extent
provided in such resolution, each such committee shall have and may exercise
all the authority of the board, except that no such committee shall take the
action which Section 1 of Article III of these by-laws prohibits committees of
the board to take.
(g) Before or during any such emergency, the board may provide and from time
to time modify, lines of succession in the event that during such an emergency
any or all officers or agents of the corporation or any or all members of any
committee of the board shall for any reason be rendered incapable of
discharging their duties.
(h) No officer, director or employee acting in accordance with this Section 4
of Article II shall be liable except for willful misconduct. No officer,
director or employee shall be liable for any action taken in good faith in such
an emergency in furtherance of the ordinary business affairs of the corporation
even though not authorized by the by-laws then in effect.
3
<PAGE>
(i) Persons may conclusively rely upon a determination made pursuant to
subsection (a) of this Section 4 that an emergency as therein defined exists
regardless of the correctness of such determination.
5. No contract or other transaction between the corporation and one or more
of its directors or between the corporation and any other corporation, firm or
association of any type or kind in which one or more of its directors are
directors or are otherwise interested, shall be void or voidable solely by
reason of such common directorship or interest, or solely because such director
or directors are present at the meeting of the board or a committee thereof
which authorizes or approves the contract or transaction, or solely because
such director's or directors' votes are counted for such purpose, if (a) the
contract or other transaction is fair and reasonable as to this corporation at
the time it is authorized, approved or ratified, or (b) the fact of the common
directorship or interest is disclosed or known to the board or committee and
the board or committee authorizes, approves or ratifies the contract or
transaction by unanimous written consent, provided at least one director so
consenting is disinterested, or by affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum, or (c) the fact of the common directorship or interest is disclosed or
known to the shareholders and they authorize, approve or ratify the contract or
transaction.
ARTICLE III
COMMITTEES OF THE BOARD
1. The board, by resolution adopted by a majority of the entire board, may
appoint from among its members an executive committee and one or more other
committees, each of which shall have at least three members, except for the
finance committee, if any, which shall have at least two members. To the extent
provided in such resolution, each such committee shall have and may exercise
all the authority of the board, except that no such committee shall (a) make,
alter or repeal any by-law of the corporation; (b) elect any director, or
remove any officer or director; (c) submit to shareholders any action that
requires shareholders' approval; or (d) amend or repeal any resolution
theretofore adopted by the board which by its terms is amendable or repealable
only by the board.
2. The board, by resolution adopted by a majority of the entire board, may
(a) fill any vacancy in any such committee; (b) appoint one or more directors
to serve as alternate members of any such committee, to act in the absence or
disability of members of any such committee with all the powers of such absent
or disabled members; (c) abolish any such committee at its pleasure; (d) remove
any director from membership on such committee at any time, with or without
cause; and (e) establish as a quorum for any such committee less than a
majority of the entire committee, but in no case less than the greater of two
persons or one-third of the entire committee.
3. Actions taken at a meeting of any such committee shall be reported to the
board at its next meeting following such committee meeting; except that, when
the meeting of the board is held within two days after the committee meeting,
such report shall, if not made at the first meeting, be made to the board at
its second meeting following such committee meeting.
ARTICLE IV
OFFICERS
1. The board of directors at the organization meeting on the day of the
annual election of directors shall elect a chairman of the board, a president,
one or more vice presidents as the board may determine, any one or more of whom
may be designated as executive vice president or as senior vice president or in
such special or limiting style as the board may determine, a secretary, a
treasurer, a controller, a general counsel, and a general tax counsel. The
chairman of the board and the president shall each be a director, but the other
officers need not be members of the board.
4
<PAGE>
2. The board of directors may from time to time elect, or authorize an
officer of the corporation to appoint in writing, assistant secretaries,
assistant treasurers, assistant controllers, and such other officers as the
board may designate.
3. All officers of the corporation, as between themselves and the
corporation, shall have such authority and perform such duties in the
management of the corporation as may be provided in these by-laws, or as may be
determined by resolution of the board not inconsistent with these by-laws.
4. The chairman of the board shall be chief executive officer of the
corporation and shall preside at all meetings of shareholders and directors.
Subject to the board of directors, the chairman of the board shall have general
care and supervision of the business and affairs of the corporation. In the
absence of the president, the chairman of the board shall exercise the powers
and perform the duties of the president.
5. The president shall, subject to the board of directors, direct the current
administration of the business and affairs of the corporation. In the absence
of the chairman of the board, the president shall preside at meetings of the
shareholders and directors and exercise the other powers and duties of the
chairman.
6. In the event of the death, absence, or disability of the chairman of the
board and the president, a senior vice president may be designated by the board
to exercise the powers and perform the duties of those offices.
7. The secretary shall give notice of all meetings of the shareholders and of
the board of directors. The secretary shall keep records of the votes at
elections and of all other proceedings of the shareholders and of the board.
The secretary shall have all the authority and perform all the duties normally
incident to the office of secretary and shall perform such additional duties as
may be assigned to the secretary by the board, the chairman of the board or the
president.
The assistant secretaries shall perform such of the duties of the secretary
as may be delegated to them by the secretary.
8. The treasurer shall be the principal financial officer of the corporation.
The treasurer shall have charge and custody of all funds and securities of the
corporation; receive and give receipts for monies paid to the corporation, and
deposit such monies in the corporation's name in such banks or other
depositories as shall be selected for the purpose; and shall cause money to be
paid out as the corporation may require. The treasurer shall have all the
authority and perform all the duties normally incident to the office of
treasurer and shall perform such additional duties as may be assigned to the
treasurer by the board of directors, the chairman of the board or the
president.
The assistant treasurers shall perform such of the duties of the treasurer as
may be delegated to them by the treasurer.
9. The controller shall be the principal accounting and financial control
officer of the corporation. The controller shall be responsible for the system
of financial control of the corporation, including internal audits, the
maintenance of its accounting records, and the preparation of the corporation's
financial statements. The controller shall periodically inform the board of
directors of the corporation's financial results and position. The controller
shall have all the authority and perform all the duties normally incident to
the office of controller and shall perform such additional duties as may be
assigned to the controller by the board of directors, the chairman of the board
or the president.
The assistant controllers shall perform such of the duties of the controller
as may be delegated to them by the controller.
5
<PAGE>
10. The general counsel shall advise the board of directors and officers on
legal matters, except those relating to taxes. The general tax counsel shall
advise the board of directors and officers on legal matters relating to taxes.
Each shall perform such additional duties as may be assigned to either of them
by the board of directors, the chairman of the board or the president.
11. Any vacancy occurring among the officers, however caused, may be filled
by the board of directors except that any vacancy in the office of an assistant
secretary, assistant treasurer or assistant controller appointed by an officer
of the corporation may be filled by the officer, if any, then authorized by the
board to make appointments to such office.
12. Any officer may be removed by the board with or without cause, and any
assistant secretary, assistant treasurer or assistant controller appointed by
an officer of the corporation may be removed with or without cause by the
officer, if any, then authorized by the board to make appointments to such
office.
ARTICLE V
DIVISIONS AND DIVISION OFFICERS
1. The board of directors may from time to time establish one or more
divisions of the corporation and assign to such divisions responsibilities for
such of the corporation's business, operations and affairs as the board may
designate.
2. The board of directors may appoint or authorize an officer of the
corporation to appoint in writing officers of a division. Unless elected or
appointed an officer of the corporation by the board of directors or pursuant
to authority granted by the board, an officer of a division shall not as such
be an officer of the corporation, except that such person shall be an officer
of the corporation for the purposes of executing and delivering documents on
behalf of the corporation or for other specific purposes, if and to the extent
that such person may be authorized to do so by the board of directors. Unless
otherwise provided in the writing appointing an officer of a division, such
person's term of office shall be for one year and until that person's successor
is appointed and qualified. Any officer of a division may be removed with or
without cause by the board of directors or by the officer, if any, of the
corporation then authorized by the board of directors to appoint such officer
of a division.
3. The board of directors may prescribe or authorize an officer of the
corporation or an officer of a division to prescribe in writing the duties and
powers and authority of officers of divisions.
ARTICLE VI
TRANSFER OF SHARES
1. Shares of the corporation shall be transferable on the records of the
corporation in accordance with the provisions of Chapter 8 of the Uniform
Commercial Code (New Jersey Statutes 12A:8-101 et seq.), as amended from time
to time, except as otherwise provided in the New Jersey Business Corporation
Act (New Jersey Statutes 14A:1-1 et seq.).
2. In the case of lost, destroyed or wrongfully taken certificates, transfer
shall be made only after the receipt of a sufficient indemnity bond, if
required by the board of directors, and satisfaction of other reasonable
requirements imposed by the board.
3. The board of directors may from time to time appoint one or more transfer
agents and one or more registrars of transfers. All share certificates shall
bear the signature, which may be a facsimile, of a transfer agent and of a
registrar. The functions of transfer agents and registrars shall conform
6
<PAGE>
to such regulations as the board may from time to time prescribe. The board may
at any time terminate the appointment of any transfer agent or registrar.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
ARTICLE VIII
CORPORATE SEAL
1. The corporate seal is, and until otherwise ordered by the board of
directors shall be, a circle containing the words "EXXON CORPORATION,
INCORPORATED UNDER THE LAWS OF NEW JERSEY" and may be an impression upon paper
or wax or a printed or facsimile reproduction of such impression.
2. The impression of the seal may be made and attested by either the
secretary or an assistant secretary for the authentication of contracts and
other papers requiring the seal.
ARTICLE IX
AMENDMENTS
The board of directors shall have the power to make, alter and repeal the by-
laws of the corporation, but by-laws made by the board may be altered or
repealed, and new by-laws made, by the shareholders.
ARTICLE X
INDEMNIFICATION
1. The corporation shall indemnify to the full extent from time to time
permitted by law any director or former director or officer or former officer
made, or threatened to be made, a party to, or a witness or other participant
in, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, legislative, investigative, or of
any other kind, by reason of the fact that such person is or was a director,
officer, employee or other corporate agent of the corporation or any subsidiary
of the corporation or serves or served any other enterprise at the request of
the corporation (including service as a fiduciary with respect to any employee
benefit plan of the corporation or any subsidiary of the corporation) against
expenses (including attorneys' fees), judgments, fines, penalties, excise taxes
and amounts paid in settlement, actually and reasonably incurred by such person
in connection with such action, suit or proceeding, or any appeal therein. No
indemnification pursuant to this Article X shall be required with respect to
any settlement or other nonadjudicated disposition of any threatened or pending
action or proceeding unless the corporation has given its prior consent to such
settlement or other disposition.
2. As any of the foregoing expenses are incurred, they shall be paid by the
corporation for the director or former director or officer or former officer in
advance of the final disposition of the action, suit or proceeding promptly
upon receipt of an undertaking by or on behalf of such person to repay such
payments if it shall ultimately be determined that such person is not entitled
to be indemnified by the corporation.
7
<PAGE>
3. The foregoing indemnification and advancement of expenses shall not be
deemed exclusive of any other rights to which any person indemnified may be
entitled.
4. The rights provided to any person by this Article X shall be enforceable
against the corporation by such person, who shall be presumed to have relied
upon it in serving or continuing to serve as a director or in any of the other
capacities set forth in this Article X. No elimination of or amendment to this
Article X shall deprive any person of rights hereunder arising out of alleged
or actual occurrences, acts or failures to act occurring prior to notice to
such person of such elimination or amendment. The rights provided to any person
by this Article X shall inure to the benefit of such person's legal
representative.
8
<PAGE>
EXHIBIT 10(III)(B)
EXXON CORPORATION
PLAN FOR DEFERRAL OF NONEMPLOYEE DIRECTOR COMPENSATION AND FEES
(AS AMENDED BY THE BOARD OF DIRECTORS ON JANUARY 28, 1987)
1. PURPOSE:
The purpose of the Exxon Corporation Plan for Deferral of Nonemployee
Director Compensation and Fees (the "Plan") is to provide nonemployee Directors
of Exxon Corporation (the "Corporation") with an opportunity to defer
compensation as a Director.
2. EFFECTIVE DATE OF THE PLAN:
The Plan shall become effective May 15, 1980.
3. PARTICIPANTS:
Any Director of the Corporation who is not, at the time of filing the
election referred to in Section 4, an employee of the Corporation or of an
affiliate of the Corporation is eligible to participate in the Plan.
4. ELECTION TO DEFER COMPENSATION:
(a) TIME OF ELECTION: An election to defer compensation shall be made by a
Director at, or prior to, the time of election to the Board for the
relevant elected term and prior to the right to receive any
compensation for such term. An election shall continue in effect until
the end of the participant's service as a Director or until the end of
the elected term during which the Director gives to the Corporation
written notice of the discontinuance of the election, whichever shall
occur first. Such a notice of discontinuance shall operate
prospectively from its effective date and compensation payable during
any subsequent term of office shall not be deferred, but compensation
theretofore deferred shall continue to be withheld and shall be paid in
accordance with the notice of election pursuant to which it was
withheld.
(b) AMOUNT OF DEFERRAL: A participant may elect to defer receipt of all or
a specified portion of the compensation otherwise thereafter payable to
such participant for serving on the Board of Directors of the
Corporation and attending meetings or Committee meetings thereof.
(c) MANNER OF ELECTING DEFERRAL: A participant shall elect to defer
compensation by giving written notice to the Corporation in the form
attached hereto as Exhibit A or such other form as is approved by the
Board. Such notice shall include:
(1) the percentage or amount of compensation to be deferred,
(2) an election of a lump-sum payment or of a number of annual
installments (not to exceed five) for the payment of the deferred
compensation, and
(3) the date of the lump-sum payment or the first installment payment
(which shall not be earlier than January 15 of the year following
the year in which service as a Director terminates nor later than
January 15 first following the participant's 72nd birthday or such
other date as may be approved by the Board).
5. DEFERRED COMPENSATION ACCOUNT:
For each participant there shall be established a deferred compensation
account ("Account") which will be credited (i) at the time such amount would
otherwise by payable, with the amount of any compensation receipt of which the
participant has elected to defer, and (ii) at the end of each year or initial
or terminal portion of a year, with deemed interest, at an annual rate
equivalent to the weighted average prime lending rate of Citibank N.A. for the
relevant year or portion thereof ("interest equivalents"), upon the average
daily balance in the Account during such year or portion thereof.
1
<PAGE>
6. VALUE OF DEFERRED COMPENSATION ACCOUNT:
The value of each participant's Account shall consist of compensation
deferred and the interest equivalents described in Section 5. All credits to an
Account shall be credited with interest equivalents in relation to the period
from the date credited to the date of withdrawal. For this purpose the date of
withdrawal shall be deemed to be (i) the close of business December 31st of the
year preceding payment or (ii) if payment is made because of death, then the
date of death. As promptly as practicable following the close of each calendar
year a statement will be sent to each participant as to the balance in the
participant's Account as of the end of such year.
7. PAYMENT OF DEFERRED COMPENSATION:
No withdrawal may be made from a participant's Account except as provided in
this Section.
The balance in a participant's Account is payable in cash in the manner
elected as provided in Section 4. If annual installments are elected, the
amount of the first payment shall be a fraction of the balance in the
participant's Account as of December 31st of the year preceding such payment,
the numerator of which is one and the denominator of which is the total number
of installments elected. The amount of each subsequent payment shall be a
fraction of the balance in the participant's Account as of December 31st of the
year preceding each subsequent payment, the numerator of which is one and the
denominator of which is the total number of installments elected minus the
number of installments previously paid.
In the event of a participant's death, the balance in the participant's
Account (including interest equivalents in relation to the elapsed portion of
the year of death) shall be determined as of the date of death and such balance
shall be paid in a single payment to the participant's estate as soon as
reasonably possible thereafter.
8. PARTICIPANT'S RIGHTS UNSECURED:
The right of a participant to receive any unpaid portion of the participant's
Account shall be an unsecured claim against the general assets of the
Corporation.
9. NON-ASSIGNABILITY:
The right of a participant to receive any unpaid portion of the participant's
Account shall not be assigned, transferred, pledged or encumbered or be subject
in any manner to alienation or anticipation.
10. ADMINISTRATION:
The Administrator of the Plan shall be the Secretary of the Corporation. The
Administrator shall have authority to adopt rules and regulations for carrying
out the Plan and to interpret, construe and implement the provisions thereof.
11. AMENDMENT AND TERMINATION:
This Plan may at any time be amended, modified or terminated by the Board of
Directors of the Corporation. No amendment, modification or termination shall,
without the consent of a participant, adversely affect such participant's
rights with respect to amounts accrued in the participant's Account.
2
<PAGE>
EXHIBIT A
EXXON CORPORATION
PLAN FOR DEFERRAL OF NONEMPLOYEE DIRECTOR COMPENSATION AND FEES
ELECTION FORM
TO: CORPORATE SECRETARY
In accordance with the provisions of the Plan for Deferral of Nonemployee
Director Compensation and Fees, I hereby elect to defer future compensation
(excluding expense reimbursements) otherwise payable to me for services as a
Director of Exxon Corporation.
<TABLE>
<S> <C>
Amount of Deferral: % of Board compensation or $
% of committee compensation or $
% of Board meeting fees.
% of committee meeting fees.
</TABLE>
The compensation deferred is to be paid to me in (insert number not to
exceed five) annual installments, the first of which is to commence on (choose
one):
January 15th of the calendar year following the year
in which my services as a Director terminate.
January 15, 19 (a date subsequent to expected
termination but preceding my 73rd birthday).
In the event of my death before receiving the entire balance in my Account,
the unpaid balance shall be paid as soon as reasonably possible to my estate in
a single payment.
This election is subject to the terms of the Exxon Plan for Deferral of
Nonemployee Director Compensation and Fees, adopted to become effective May 15,
1980, and on file with the records of the Corporation.
Date: _______________________________ -------------------------------------
Signature of Director
Received on this day of , 19 on behalf of
Exxon Corporation.
By___________________________________
Secretary
<PAGE>
EXHIBIT 10(III)(C)
EXXON CORPORATION
RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
I. Purpose. The purpose of the Restricted Stock Plan for Nonemployee
Directors is to provide ownership of the Corporation's common stock to
nonemployee members of the Board of Directors in order to improve the
Corporation's ability to attract and retain highly qualified individuals to
serve as directors of the Corporation; to provide competitive remuneration for
Board service; to enhance the breadth of nonemployee director remuneration; and
to strengthen the commonality of interest between directors and shareholders.
II. Effective Date. The effective date of the Plan shall be January 1, 1989,
contingent upon shareholder approval. The Plan shall be submitted to the
shareholders of the Corporation for their approval at the annual meeting of
shareholders to be held in 1989.
III. Definitions. In this Plan, the following definitions apply:
(1) "Award" means a restricted stock award granted under this Plan.
(2) "Board" means Board of Directors of the Corporation.
(3) "Common stock" means Corporation common stock without par value.
(4) "Corporation" means Exxon Corporation, a New Jersey corporation.
(5) "Disability" means a medically determinable physical or mental
impairment which renders a participant substantially unable to function
as a director of the Corporation.
(6) "Nonemployee Director" means any member of the Corporation's Board of
Directors who is not also an employee of the Corporation or of any
affiliate of the Corporation.
(7) "Participant" means each nonemployee director to whom a restricted
stock award is granted under the Plan.
(8) "Plan" means this Exxon Corporation Restricted Stock Plan for
Nonemployee Directors.
(9) "Restricted Period" means the period of time from the date of grant of
an award until the restrictions lapse.
(10) "Restricted Stock" means any share of common stock granted under the
Plan while subject to restrictions.
(11) "Share" means a share of common stock of the Corporation issued and
reacquired by the Corporation or previously authorized but unissued.
IV. Administration. The Board shall administer the Plan. The Chairman of the
Board shall have responsibility to conclusively interpret the provisions of the
Plan and decide all questions of fact arising in its application.
Determinations made with respect to any individual participant shall be made
without participation by that director.
This Plan and all action taken under it shall be governed, as to construction
and administration, by the law of the State of New York.
During the restricted period shares of common stock granted under the Plan
are not subject in whole or in part, to attachment, execution, or levy of any
kind.
V. Eligibility and Awards. Each nonemployee director on the effective date of
the Plan shall be granted an award of one thousand five hundred (1,500) shares
of restricted stock. Each person who becomes a nonemployee director for the
first time after the effective date of the Plan shall be granted an award of
one thousand five hundred (1,500) shares of restricted stock, effective as of
the date such person becomes a nonemployee director.
1
<PAGE>
Commencing with 1990, each incumbent nonemployee director shall be granted an
award as of the beginning of each year of two hundred (200) shares of
restricted stock.
Each award shall be evidenced by a written agreement executed by or on behalf
of the Corporation and the participant.
The Board may at any time discontinue granting awards under the Plan.
VI. Restricted Period. The Restricted Period shall commence on the date an
award is granted and shall expire upon the earlier to occur of the
participant's termination of service on the Board
after reaching the age, as determined by the Board, at which the
participant is no longer eligible to stand for election, or
by reason of disability or death.
Upon recommendation of the Chairman, the Board shall have the right in its
sole and absolute discretion to bring the restricted period to an earlier
expiration with respect to some or all of the restricted stock of any
individual participant.
VII. Terms and Conditions of Restricted Stock. A stock certificate
representing the number of shares of restricted stock granted shall be
registered in the participant's name but shall be held in custody by the
Corporation for the participant's account. Each restricted stock certificate
shall bear a legend giving notice of the restrictions. Each participant must
also endorse in blank and return to the Corporation a stock power for each
restricted stock certificate.
During the restricted period the participant shall not be entitled to
delivery of the certificate and cannot sell, transfer, assign, pledge, or
otherwise encumber or dispose of the restricted stock. Otherwise during the
restricted period the participant shall have all rights and privileges of a
shareholder with respect to the restricted stock, including the rights to vote
the shares and to receive dividends paid (other than in stock). If the
participant has remained a member of the Board for the entire restricted
period, restrictions shall lapse at the end of the restricted period. If the
participant ceases to be a member of the Board prior to the expiration of the
restricted period, all of the shares of restricted stock shall be forfeited and
all right, title, and interest of the participant to such shares shall
terminate without further obligation on the part of the Corporation.
At the expiration of the restricted period, a stock certificate free of all
restrictions for the number of shares of restricted stock registered in the
name of a participant shall be delivered to that participant or that
participant's estate.
VIII. Regulatory Compliance and Listing. The issuance or delivery of any
shares of restricted stock may be postponed by the Corporation for such period
as may be required to comply with any applicable requirements under the Federal
securities laws, any applicable listing requirements of any national securities
exchange, or any requirements under any other law or regulation applicable to
the issuance or delivery of such shares. The Corporation shall not be obligated
to issue or deliver any such shares if the issuance or delivery thereof shall
constitute a violation of any provision of any law or of any regulation of any
governmental authority or any national securities exchange.
IX. Adjustments. Whenever a stock split, stock dividend, or other relevant
change in capitalization occurs:
the number of shares specified to be granted under this Plan upon first
entitlement and annually thereafter shall be appropriately adjusted, and
any new, additional, or different shares or securities issued with respect
to restricted stock previously awarded under the Plan will be delivered to
and held by the Corporation for the participant's account and will be
deemed included within the term restricted stock.
2
<PAGE>
X. Amendment of the Plan. Upon recommendation of the Chairman, the Board can
from time to time amend this Plan or any provision thereof prospectively or
retroactively except that as established in Section V:
the eligibility for awards cannot be changed,
the number of shares that may be granted cannot be increased,
the timing of each award cannot be materially modified, and
the Plan provisions relating to the number of shares granted, the price to
be paid, if any, and the timing of awards may not in any event be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or the
rules thereunder.
3
<PAGE>
EXHIBIT 10(III)(E)
EXXON CORPORATION
SHORT TERM INCENTIVE PROGRAM
I. PURPOSE. The Short Term Incentive Program is intended to help maintain and
develop strong management through incentive awards to key employees of the
Corporation and certain of its affiliates for recognition of efforts and
accomplishments which contribute materially to the success of the Corporation's
business interests.
II. DEFINITIONS. In this Program, except where the context otherwise
indicates, the following definitions apply:
(1) "Affiliate" means any corporation, partnership, or other entity in
which the Corporation, directly or indirectly, owns a 50 percent or greater
equity interest.
(2) "Award" means a bonus, bonus unit, or other incentive award under
this Program.
(3) "Board" means the Board of Directors of the Corporation.
(4) "Board Compensation Committee," hereinafter sometimes called the
"BCC," means the committee of the Board so designated.
(5) "Bonus" means an award granted under this Program which may be
payable in cash or other consideration as specified by the grant.
(6) "Bonus unit" means an award granted under this Program to receive
from the Corporation an amount of cash or other consideration not to exceed
the maximum settlement value and based upon a measurement for valuation as
specified by the grant. The term bonus unit includes, but is not limited
to, earnings bonus units.
(7) "By the grant" means by the action of the granting authority at the
time of the grant of an award hereunder, or at the time of an amendment of
the grant, as the case may be.
(8) "Corporation" means Exxon Corporation, a New Jersey corporation.
(9) "Designated beneficiary" means the person designated by the grantee
of an award hereunder to be entitled, on the death of the grantee, to any
remaining rights arising out of such award. Such designation must be made
in writing and in accordance with such regulations as the granting
authority may establish.
(10) "Detrimental activity" means activity that is determined in
individual cases, by the appropriate authority pursuant to Section III, to
be detrimental to the interests of the Corporation or any affiliate.
(11) "Earnings bonus unit," hereinafter sometimes called an "EBU," means
a bonus unit granting the right to receive from the Corporation at the
settlement date specified by the grant, or at a later payment date so
specified, an amount of cash equal to the Corporation's cumulative
consolidated earnings per share as reflected in its quarterly earnings
statements as initially published commencing with earnings for the first
full quarter following the date of grant to and including the last full
quarter preceding the date of settlement, but the amount of such settlement
shall not exceed the maximum settlement value specified by the grant.
(12) "Eligible employee" means an employee who is a director or officer,
or in a managerial, professional, or other key position as determined by
the granting authority.
(13) "Employee" means a regular employee of the Corporation or one of its
affiliates.
(14) "Grantee" means a recipient of an award under this Program.
(15) "Granting authority" means the Board or the appropriate committee
acting under delegation of authority from the Board.
1
<PAGE>
(16) "Reporting person" means a person subject to the reporting
requirements of Section 16 with respect to equity securities of the
Corporation.
(17) "Section 16" means Section 16 of the Securities Exchange Act of
1934, together with the rules and interpretations thereunder, as in effect
from time to time.
(18) "Terminate" means cease to be an employee, except by death, but a
change of employment from the Corporation or one affiliate to another
affiliate or to the Corporation shall not be considered a termination.
(19) "Terminate normally" for an employee participating in this Program
means terminate
(a) at normal retirement time for that employee,
(b) as a result of that employee's becoming incapacitated, or
(c) with written approval of the granting authority or its express
delegate given in the context of recognition that all or a
specified portion of the outstanding awards to that employee will
not expire or be forfeited or annulled because of such termination
and, in each such case, without being terminated for cause.
(20) "Year" means calendar year.
III. ADMINISTRATION.
(1) Subject to the provisions of this Section and Section IV, the Board
shall administer this Program, shall conclusively interpret its provisions,
and shall decide all questions of fact arising in its application. The
Board may delegate its authority pursuant to any provision of this Program
to a committee which, except in the case of the BCC, need not be a
committee of the Board. In addition, except insofar as this Program applies
to persons with respect to which the Board has delegated the authority to
make awards to the BCC, determinations and interpretations in individual
cases can be made by, or at the direction of, the Chairman of the Board.
(2) The Board and any committee having authority to act under this
Program can act by regulation, by making individual determinations, or by
both. The Chairman of the Board and persons designated by him can act under
this Program only by making individual determinations.
(3) All determinations and interpretations pursuant to the provisions of
this Program shall be binding and conclusive upon the individual employees
involved and all persons claiming under them.
(4) It is intended that this Program shall not be subject to the
provisions of Section 16 and that awards granted hereunder shall not be
considered equity securities of the Corporation within the meaning of
Section 16. Accordingly, no award under this Program shall be payable in
any equity security of the Corporation.
In the event an award to a reporting person under this Program should be
deemed to be an equity security of the Corporation within the meaning of
Section 16, such award may, to the extent permitted by law and deemed
advisable by the granting authority, be amended so as not to constitute
such an equity security or be annulled. Each award to a reporting person
under this Program shall be deemed issued subject to the foregoing
qualification.
(5) An award under this Program is not transferable prior to payment or
settlement except, as provided in the award, by will or the laws of descent
and distribution, and is not subject, in whole or in part, to attachment,
execution, or levy of any kind. The designation by a grantee of a
designated beneficiary shall not constitute a transfer.
(6) The grantee's designated beneficiary or, if there is no designated
beneficiary, the grantee's personal representative shall be entitled to any
remaining rights with respect to an award granted under this Program
existing after the grantee dies.
2
<PAGE>
(7) Except as otherwise provided herein, a particular form of award may
be granted to an eligible employee either alone or in addition to other
awards hereunder. The provisions of particular forms of award need not be
the same with respect to each recipient.
(8) This Program and all action taken under it shall be governed by the
laws of the State of New York.
IV. ANNUAL CEILING. In respect to each year under the Program, the BCC shall,
pursuant to authority delegated by the Board, establish a ceiling on the
aggregate dollar amount that can be awarded hereunder. With respect to bonuses
granted in a particular year under the Program, the sum of:
(1) the aggregate amount of bonuses in cash, and
(2) the aggregate maximum settlement value of bonuses in any form of
bonus unit shall not exceed such ceiling.
The BCC may revise the ceiling as it deems appropriate.
V. TERM. The term of this Program begins on November 1, 1993 and shall
continue until terminated by the Board.
VI. BONUSES GRANTABLE. A bonus is grantable in respect of any year to any
eligible employee during such year if, should it be granted, the aggregate
amount of the bonuses granted in respect of that year will not exceed the
ceiling established from time to time by the BCC. In this connection, each
bonus granted ceases to be effectively granted to the extent that the grant is
annulled.
No award may be granted to a member of the BCC.
VII. FORM OF BONUS. Subject to Section III(4), a grantable bonus can be
granted to any eligible employee in respect of any year either wholly in cash,
bonus units, or other consideration, or partly in two or more such forms.
VIII. SETTLEMENT OF BONUSES. Each grant shall specify the time and method of
settlement as determined by the granting authority, provided that no such
determination shall authorize settlement to be made later than the tenth
anniversary of the grantee's date of termination. Each grant, any portion of
which is granted in bonus units, shall specify as the regular method of
settlement for that portion a settlement date, which may be accelerated to an
earlier time as specified by the grant, provided, however, whether or not the
settlement date has been accelerated, payment of cash to the grantee to
complete such settlement may be postponed, by the grant, so long as such
payment is not postponed beyond the tenth anniversary of the grantee's date of
termination. The granting authority, by amendment of the grant prior to payment
or delivery, can modify any method of settlement for any bonus or portion
thereof, provided that the settlement of any bonus shall be completed by the
payment of any cash not later than the tenth anniversary of the grantee's date
of termination.
IX. INSTALLMENTS PAYABLE AFTER DEATH. If any bonus or installment thereof is
payable after the grantee dies, it shall be payable
(1) to the grantee's designated beneficiary or, if there is no designated
beneficiary, to the grantee's personal representative, and
(2) either in the form specified by the grant or otherwise, as may be
determined in the individual case by the appropriate authority pursuant to
Section III.
X. INTEREST EQUIVALENTS. With respect to the relevant portion of a bonus
granted in cash for delivery more than six months after the date of grant,
there shall be credited to the grantee an amount equivalent to interest (which
may be compounded) as specified by the grant with respect to the period
beginning at the date of grant and ending on the date as specified by the
grant. The rate of interest, if any, credited to the grantee shall be
determined from time to time by the BCC.
3
<PAGE>
With respect to the relevant portion of a bonus granted in bonus units the
payment of cash in settlement of which is postponed more than six months after
the settlement date, there shall be credited to the grantee an amount
equivalent to interest (which may be compounded) as specified by the grant. The
rate of interest, if any, credited to the grantee shall be determined from time
to time by the BCC.
Such credits for interest equivalents shall not be included in any
computation made for purposes of any ceiling established by the BCC pursuant to
Section IV.
When a bonus in cash is paid, any interest equivalents so credited on the
cash shall be paid. When a bonus in units is paid, any interest equivalents so
credited on the units shall be paid.
XI. ANNULMENT OF GRANT. The grant of any bonus or portion thereof is
provisional until cash or other consideration is paid in settlement thereof,
except to the extent the granting authority shall have declared the bonus to be
vested and nonforfeitable. If, while the grant is provisional,
(1) the grantee terminates but does not terminate normally, or
(2) the grantee is determined to have engaged in detrimental activity,
the grant shall be annulled at the time of termination, or the date such
activity is determined to be detrimental, as the case may be.
XII. AMENDMENTS TO THIS PROGRAM. The Board can from time to time amend or
terminate this Program, or any provision hereof.
XIII. AMENDMENTS TO AWARDS. The appropriate authority may amend any
outstanding award under this Program to incorporate any terms that could then
be incorporated in a new award under this Program.
XIV. WITHHOLDING TAXES. The Corporation shall have the right to deduct from
any cash payment made under this Program any federal, state or local income or
other taxes required by law to be withheld with respect to such payment. In the
case of a payment under this Program other than cash, the grantee will pay to
the Corporation such amount of cash as may be requested by the Corporation for
purpose of satisfying any liability for such withholding taxes.
XV. GRANT OF AWARDS TO EMPLOYEES WHO ARE FOREIGN NATIONALS. Without amending
this Program, but subject to the limitations specified in Section III(4), the
granting authority can grant, amend, administer, annul, or terminate awards to
eligible employees who are foreign nationals on such terms and conditions
different from those specified in this Program as may in the judgment of the
granting authority be necessary or desirable to foster and promote achievement
of the purposes of this Program.
4
<PAGE>
EXHIBIT 12
EXXON CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1993 1992 1991 1990 1989
------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
Income before cumulative effect of
accounting
changes............................. $5,280 $4,810 $ 5,600 $ 5,010 $2,975
Excess/(shortfall) of dividends over
earnings of affiliates owned less
than 50% accounted for by the equity
method.............................. (24) (28) (75) 16 (68)
Provision for income taxes(1)........ 3,113 2,811 3,304 3,482 2,239
Capitalized interest................. (291) (287) (256) (134) (43)
Dividends on preferred stock......... -- -- -- -- (34)
Minority interests in earnings of
consolidated subsidiaries........... 246 229 150 250 261
------ ------ ------- ------- ------
8,324 7,535 8,723 8,624 5,330
------ ------ ------- ------- ------
Fixed Charges:(1)
Interest expense--borrowings........ 533 580 711 1,139 1,287
Capitalized interest................ 374 364 331 210 113
Rental expense representative of in-
terest factor...................... 387 382 391 355 317
Dividends on preferred stock........ 7 29 27 36 94
------ ------ ------- ------- ------
1,301 1,355 1,460 1,740 1,811
------ ------ ------- ------- ------
Total adjusted earnings available for
payment of fixed charges............ $9,625 $8,890 $10,183 $10,364 $7,141
====== ====== ======= ======= ======
Number of times fixed charges are
earned.............................. 7.4 6.6 7.0 6.0 3.9
</TABLE>
- ---------------------
Note:
(1) The provision for income taxes and the fixed charges include Exxon
Corporation's share of non-consolidated companies 50% owned.
1
<PAGE>
EXHIBIT 13
FINANCIAL SECTION F1
<TABLE>
<CAPTION>
Page
- ------------------------------------------------------------------------------
<S> <C>
Business Profile...................................................... F2
Financial Review
Financial Summary................................................... F3
Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. F4-F7
Consolidated Financial Statements
Balance Sheet....................................................... F8
Statement of Income................................................. F9
Statement of Shareholders' Equity................................... F9
Statement of Cash Flows............................................. F10
Report of Independent Accountants..................................... F11
Notes to Consolidated Financial Statements............................ F11-F20
1. Summary of Accounting Policies................................... F11
2. Accounting Changes............................................... F12
3. Miscellaneous Financial Information.............................. F12
4. Cash Flow Information............................................ F12
5. Additional Working Capital Data.................................. F12
6. Investments and Advances......................................... F12
7. Equity Company Information....................................... F13
8. Investment in Property, Plant and Equipment...................... F13
9. Leased Facilities................................................ F14
10. Capital.......................................................... F14
11. Leveraged Employee Stock Ownership Plan.......................... F14
12. Long-Term Debt................................................... F14
13. Interest Rate Swap and Currency Exchange Contracts............... F15
14. Litigation and Other Contingencies............................... F15
15. Other Postretirement Benefits.................................... F16
16. Annuity Benefits................................................. F17
17. Incentive Program................................................ F18
18. Income, Excise and Other Taxes................................... F19
19. Distribution of Earnings and Assets.............................. F20
Quarterly Information................................................. F21
Supplemental Information on Oil and Gas Exploration and Production
Activities........................................................... F22-F26
Operating Summary..................................................... F27
</TABLE>
<PAGE>
BUSINESS PROFILE F2
<TABLE>
<CAPTION>
Return on Capital and
Earnings After Average Capital Average Capital Exploration
Income Taxes Employed Employed Expenditures
--------------------------------------------------------------------------------
Financial 1993 1992 1993 1992 1993 1992 1993 1992
- ----------------------------------------------------------------------------------------------------------------------------
(millions of dollars) (percent) (millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Petroleum and natural gas
Exploration and production
United States $ 935 763 11,098 11,455 8.4 6.7 $1,391 1,658
Non-U.S. 2,378 2,611 10,974 10,884 21.7 24.0 3,182 3,541
------ ----- ------ ------ ------ -----
Total 3,313 3,374 22,072 22,339 15.0 15.1 4,573 5,199
------ ----- ------ ------ ------ -----
Refining and marketing
United States 465 157 3,322 3,354 14.0 4.7 503 456
Non-U.S. 1,550 1,417 11,075 11,408 14.0 12.4 1,747 1,735
------ ----- ------ ------ ------ -----
Total 2,015 1,574 14,397 14,762 14.0 10.7 2,250 2,191
------ ----- ------ ------ ------ -----
Total petroleum and natural gas 5,328 4,948 36,469 37,101 14.6 13.3 6,823 7,390
------ ----- ------ ------ ------ -----
Chemicals
United States 267 272 2,926 2,861 9.1 9.5 411 341
Non-U.S. 144 179 3,520 3,570 4.1 5.0 169 320
------ ----- ------ ------ ------ -----
Total 411 451 6,446 6,431 6.4 7.0 580 661
Other operations 138 254 4,778 4,863 2.9 5.2 727 685
Corporate and financing (597) (843) (236) (524) - - 37 22
------ ----- ------ ------ ------ -----
Earnings before cumulative effect of
accounting changes 5,280 4,810 47,457 47,871 12.0 11.1 8,167 8,758
Cumulative effect of accounting changes - (40) - - - - - -
------ ----- ------ ------ ------ -----
Net income/Total $5,280 4,770 47,457 47,871 12.0 11.0 $8,167 8,758
====== ===== ====== ====== ==== ==== ====== =====
</TABLE>
<TABLE>
<CAPTION>
Operating 1993 1992
- ------------------------------------------------------------------
(thousands of barrels daily)
<S> <C> <C>
Net liquids production
United States 553 591
Non-U.S. 1,001 997
Proportional interest in production of
non-consolidated interests 69 72
Oil sands production--Canada 44 45
----- -----
Total 1,667 1,705
(millions of cubic feet daily)
Natural gas production available for sale
United States 1,764 1,607
Non-U.S. 2,002 2,008
Proportional interest in production of
non-consolidated interests 2,059 2,046
----- -----
Total 5,825 5,661
1993 1992
- ------------------------------------------------------------------
(thousands of barrels daily)
Petroleum product sales
United States 1,152 1,203
Non-U.S. 3,773 3,706
----- -----
Total 4,925 4,909
(thousands of barrels daily)
Refinery crude oil runs
United States 841 911
Non-U.S. 2,428 2,392
----- -----
Total 3,269 3,303
(millions of metric tons)
Coal production
United States 26 26
Non-U.S. 10 11
----- -----
Total 36 37
(thousands of metric tons)
Minerals production
Copper 183 133
Zinc 29 31
</TABLE>
<PAGE>
FINANCIAL SUMMARY F3
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------
(millions of dollars, except per share amounts)
<S> <C> <C> <C> <C> <C>
Sales and other operating revenue
Petroleum and natural gas $ 98,808 104,282 103,752 104,102 83,934
Chemicals 8,641 9,131 9,171 9,591 9,210
Other and eliminations 2,083 2,259 2,145 2,101 2,029
-------- ------- ------- ------- ------
Total sales and other operating revenue 109,532 115,672 115,068 115,794 95,173
Earnings from equity interests and other
revenue 1,679 1,434 1,424 1,146 1,112
-------- ------- ------- ------- ------
Revenue $111,211 117,106 116,492 116,940 96,285
======== ======= ======= ======= ======
Earnings
Petroleum and natural gas
Exploration and production $ 3,313 3,374 3,128 4,038 3,058
Refining and marketing 2,015 1,574 2,555 1,315 1,098
-------- ------- ------- ------- ------
Total petroleum and natural gas 5,328 4,948 5,683 5,353 4,156
Chemicals 411 451 512 522 1,082
Other operations 138 254 224 244 290
Corporate and financing (597) (843) (819) (1,109) (873)
Valdez provision - - - - (1,680)
-------- ------- ------- ------- ------
Earnings before cumulative effect of
accounting changes 5,280 4,810 5,600 5,010 2,975
Cumulative effect of accounting changes - (40) - - 535
-------- ------- ------- ------- ------
Net income $ 5,280 4,770 5,600 5,010 3,510
======== ======= ======= ======= ======
Net income per common share $ 4.21 3.79 4.45 3.96 2.74
- before cumulative effect of accounting
changes $ 4.21 3.82 4.45 3.96 2.32
Cash dividends per common share $ 2.88 2.83 2.68 2.47 2.30
Net income to average shareholders' equity
(percent) 15.4 13.9 16.5 15.8 11.3
Net income to total revenue (percent) 4.7 4.1 4.8 4.3 3.6
Working capital $ (3,731) (3,239) (3,842) (5,689) (5,408)
Ratio of current assets to current liabilities 0.80 0.84 0.82 0.76 0.75
Total additions to property, plant and
equipment $ 6,919 7,138 7,262 6,474 12,002
Property, plant and equipment, less allowances $ 61,962 61,799 63,864 62,688 60,425
Total assets $ 84,145 85,030 87,560 87,707 83,219
Exploration expenses, including dry holes $ 648 808 914 957 872
Research and development costs $ 593 624 679 637 592
Long-term debt $ 8,506 8,637 8,582 7,687 9,275
Total debt $ 12,615 13,424 13,042 13,777 16,032
Fixed charge coverage ratio 7.4 6.6 7.0 6.0 3.9
Debt to capital (percent) 25.3 26.8 25.6 27.7 32.6
Shareholders' equity at year-end $ 34,792 33,776 34,927 33,055 30,244
Shareholders' equity per common share $ 28.02 27.20 28.12 26.54 24.19
Average number of common shares outstanding
(millions) 1,242 1,242 1,244 1,248 1,264
Number of registered shareholders at year-end
(thousands) 622 629 616 639 671
Wages, salaries and employee benefits $ 5,916 5,985 6,081 5,881 5,131
Number of employees at year-end (thousands) 91 95 101 104 104
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND F4
RESULTS OF OPERATIONS
REVIEW OF 1993 RESULTS
Net income of $5,280 million in 1993 was up 11 percent from $4,770 million
earned in 1992. Improved petroleum product margins and lower operating expenses
more than offset the decline in crude prices. Net income in 1993 included
credits of $676 million ($113 million for the fourth quarter) from asset
dispositions, tax rate changes, and other special items, while the prior year
included $331 million of such credits ($18 million for the fourth quarter).
Both revenues and purchase costs declined 5 percent reflecting the weakness
in crude and product prices.
The combined total of operating costs (including operating, selling,
general, administrative, exploration, depreciation, and depletion expenses)
declined by over $750 million, excluding the effects of the stronger U.S.
dollar, reflecting ongoing efficiency initiatives.
Interest expense was 13 percent lower than in 1992 generally as a result of
lower interest rates and the favorable effects of foreign exchange.
EXPLORATION AND PRODUCTION
As a result of the decline in worldwide crude prices in 1993, Exxon's average
crude realization was down more than $1.70 per barrel from 1992. Natural gas
realizations were stronger in North America and weaker in Europe, the latter
affected by the strengthening of the U.S. dollar. Earnings from U.S. exploration
and production operations were $935 million, up $172 million from 1992. Lower
operating expenses and improvements in U.S. natural gas prices together with
increases in U.S. gas production and asset dispositions were key factors.
Earnings from exploration and production operations outside the U.S. were $2,378
million in 1993, compared with $2,611 million in the prior year.
Worldwide crude production of 1,667 kbd (thousands of barrels per day) in
1993 compared with 1,705 kbd in 1992, as normal field declines and property
divestments in North America offset increased production from operations outside
North America, primarily the North Sea. Natural gas production of 5,825 mcfd
(millions of cubic feet daily) was up 164 mcfd from 1992 largely due to improved
market conditions in North America and production from new developments in the
U.S. and Malaysia.
REFINING AND MARKETING
Improved petroleum product margins during 1993 were a major factor in the
increase in worldwide refining and marketing earnings. In 1993, refining and
marketing earnings benefited from lower operating expenses, particularly in
North America, as a result of ongoing efficiency improvements. Earnings from
U.S. refining and marketing operations recovered sharply from 1992, totaling
$465 million versus $157 million last year. Earnings from refining and marketing
operations outside the U.S. were $1,550 million, up from $1,417 million the year
before. Total petroleum product sales volumes of 4,925 kbd compared with 4,909
kbd in 1992.
CHEMICALS
Earnings from worldwide chemical operations totaled $411 million in 1993,
compared with $451 million earned in 1992. Margins in 1993 were lower on average
than in the previous year, primarily as a result of excess industry capacity and
weak market conditions. This was partially offset by lower operating expenses.
OTHER OPERATIONS
Other operations earned $138 million in 1993, compared with $254 million in
1992. The decline reflects lower coal and copper prices which more than offset
the benefits of lower operating expenses and higher copper production.
CORPORATE AND FINANCING
Corporate and financing charges were $597 million in 1993, down from $843
million in 1992. Financing costs in 1993 benefited from lower interest rates,
lower debt-related foreign exchange losses and one-time tax credits.
REVIEW OF 1992 RESULTS
For 1992, Exxon's earnings totaled $4,770 million. Three-fourths of the
corporation's earnings came from sources outside the U.S. Earnings were down 15
percent from the record 1991 earnings level, when results benefited from
unusually favorable market conditions in refining and marketing early in that
year. In 1992, worldwide natural gas production and petroleum product sales were
higher than the previous year, and both chemical sales and copper production
were at record levels. Liquids production in 1992 was approximately in line with
1991 levels. Operating expenses were lower than 1991 reflecting the effect of
ongoing efficiency initiatives. The net effect of write-offs, gains on asset
sales and other special items on the year-to-year comparison was minor;
approximately $300 million, after tax, of net non-recurring gains were realized
in both 1992 and 1991.
Revenue for 1992 totaled $117 billion, up slightly from 1991, as the impact
of higher sales volumes was offset by lower average realizations.
The value of crude and product purchases increased 4 percent reflecting
higher prices and volumes.
The combined total of operating costs (including operating, selling,
general, administrative, exploration, depreciation, and depletion expenses) was
approximately 3 percent lower than in 1991, mainly due to the effects of
downsizing and efficiency steps.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND F5
RESULTS OF OPERATIONS
Interest expense declined 3 percent, reflecting lower interest rates
prevailing in 1992, partly offset by adverse foreign exchange effects.
During 1992 two new accounting standards were adopted effective January 1,
Statement of Financial Accounting Standards No. 106 and No. 109. Statement No.
106, related to postretirement benefits other than pensions, resulted in an
after-tax charge to income of $800 million while Statement No. 109, related to
income taxes, resulted in a $760 million credit. Adoption of these standards did
not have a material effect on 1992 earnings. The corporation's liquidity and
cash flow were not affected by these accounting changes.
EXPLORATION AND PRODUCTION
Earnings from U.S. exploration and production operations were $763 million, up
$135 million from 1991, primarily due to lower operating expenses and a stronger
natural gas market. Average natural gas prices were up 10 percent, and crude oil
realizations were up slightly. Natural gas production declined 48 mcfd to 1,607
mcfd. Liquids production declined 28 kbd to 591 kbd.
Earnings in 1992 from exploration and production operations outside the U.S.
totaled $2,611 million compared with $2,500 million a year ago. Higher
production volumes in 1992 and lower operating expenses offset the effect of
lower crude oil and natural gas realizations. Increased production in the North
Sea helped raise total liquids production by 18 kbd to 1,114 kbd. Natural gas
production increased 212 mcfd to 4,054 mcfd, primarily as a result of the start-
up of new production in the Far East and increased sales in Europe.
Worldwide exploration expenses before-tax declined $106 million due to a
combination of efficiency steps and lower activity.
REFINING AND MARKETING
Earnings from U.S. refining and marketing totaled $157 million compared to $514
million in 1991, while earnings from refining and marketing operations outside
the U.S. were $1,417 million, down from $2,041 million the previous year.
Worldwide operating expenses were lower in 1992, and product sales volumes rose
40 kbd to 4,909 kbd. However, earnings from most geographic sources declined in
1992, as industry margins were significantly lower than the unusually high
levels of early 1991.
CHEMICALS
Earnings from chemical operations totaled $451 million in 1992, down from $512
million earned in 1991. Sales volumes rose 8 percent, partially offsetting the
effect of lower margins. U.S. chemical operations earned $272 million compared
with $336 million in 1991, while operations outside the U.S. earned $179 million
compared with $176 million in 1991.
OTHER OPERATIONS
Other operations, principally related to coal, minerals and power generation,
earned $254 million compared with $224 million in 1991, primarily reflecting
improved results in the corporation's Hong Kong power business.
CORPORATE AND FINANCING
Corporate and financing charges were up slightly from 1991 due to non-cash
foreign exchange losses.
IMPACT OF INFLATION AND CHANGING PRICES
The general rate of inflation in most major countries of operation has been
relatively low in recent years and the associated impact on operating costs has
been countered by cost reductions from efficiency and productivity improvements.
In the past, crude oil and product prices have fluctuated widely in response
to changing market forces. The impacts of these price fluctuations on earnings
from exploration and production operations, refining and marketing operations
and chemical operations have been varied, tending at times to be offsetting. In
the aggregate, and before the effects of unrelated one-time items, earnings and
cash flows from operations have remained within a reasonably narrow range.
SITE RESTORATION AND OTHER ENVIRONMENTAL COSTS
Over the years the corporation has accrued provisions for estimated site
restoration costs to be incurred at the end of the operating life of certain of
its facilities and properties. In addition, the corporation accrues provisions
for environmental liabilities in the many countries in which it does business
when it is probable that obligations have been incurred and the amounts can be
reasonably estimated. This policy applies to assets or businesses currently
owned or previously disposed. The corporation has accrued provisions for
probable environmental remediation obligations at various sites, including
multi-party sites where Exxon has been identified as a potential responsible
party by the U.S. Environmental Protection Agency. The involvement of other
financially responsible companies mitigates Exxon's joint and several liability
exposure at many of these sites. At present, no individual site is expected to
have losses material to Exxon's operations, financial conditions or liquidity.
At the end of 1993, accumulated site restoration and environmental
provisions amounted to $2.5 billion, including charges made against income of
$331 million in 1993, $256 million in 1992 and $532 million in 1991. Exxon
believes that any cost in excess of the amounts already provided for in the
financial statements would not have a materially adverse effect upon the
corporation's operations, financial condition or liquidity.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND F6
RESULTS OF OPERATIONS
In 1993, the corporation spent $1,873 million (of which $641 million were
capital expenditures) on environmental conservation projects and expenses
worldwide, mostly dealing with air and water conservation. Total expenditures
for such activities are expected to be about $2.0 billion in 1994 and 1995 (with
capital expenditures in each year representing about 35 percent of the total).
TAXES
Provision for income, excise and other taxes and duties in 1993 declined $2.3
billion, or 6 percent. Income tax expense, both current and deferred, was $2.8
billion compared to $2.5 billion in 1992, reflecting higher pre-tax income in
1993. The effective income tax rate stayed about constant at 38.5 percent.
Excise taxes and other taxes and duties were $2.6 billion lower reflecting the
stronger dollar during 1993.
Provision for income, excise and other taxes and duties in 1992 increased
$0.5 billion, or 2 percent. Income tax expense, both current and deferred, was
$2.5 billion compared to $2.9 billion in 1991, reflecting lower pre-tax income
in 1992. The effective income tax rate remained constant at 38 percent. Excise
taxes and other taxes and duties rose $0.9 billion. The major factor in this
increase was higher tax rates imposed by several European governments.
Prior to the adoption of SFAS No. 109 in 1992, the corporation applied the
liability method prescribed by SFAS No. 96.
LIQUIDITY AND CAPITAL RESOURCES
In 1993, cash provided by operating activities totaled $11.5 billion, up $1.9
billion from 1992. Major sources of funds were net income of $5.3 billion and
non-cash provisions of $4.9 billion for depreciation and depletion.
Cash used in investing activities totaled $6.1 billion, down from $7.0
billion in 1992. Changes to short-term marketable securities caused $0.5
billion of the year to year decrease.
Cash used in financing activities was $5.3 billion. Dividend payments on
common shares were increased from $2.83 per share to $2.88 per share and totaled
$3.6 billion, a payout of 68 percent.
Net working capital decreased by $0.5 billion to a negative $3.7 billion,
with a $1.2 billion reduction in accounts receivable being the largest single
factor.
Consolidated debt decreased $0.8 billion to $12.6 billion, resulting in a 25
percent ratio of debt to capital compared to 27 percent in 1992.
As discussed in note 14 to the consolidated financial statements, a number
of lawsuits, including class actions, relating to the Valdez accident have been
brought against the corporation and certain of its subsidiaries. The cost to
the corporation from these lawsuits is not possible to predict; however, it is
believed the final outcome will not have a materially adverse effect upon the
corporation's operations, financial condition or liquidity.
The U.S. Tax Court has decided the issue with respect to the pricing of
crude oil purchased from Saudi Arabia for the years 1979 to 1981 in favor of the
corporation. This decision is subject to appeal. Ultimate resolution of
several other issues, notably a settlement of gas lifting imbalances in the
common border area between the Netherlands and Germany, are not expected to have
a materially adverse effect upon the corporation's operations, financial
condition or liquidity.
There are no events or uncertainties known to management beyond those
already included in reported financial information that would necessarily
indicate a material change in future operating results or future financial
condition.
The corporation maintained its strong financial position and flexibility to
meet future financial needs. Although the corporation issues long-term debt
from time to time and maintains a revolving commercial paper program, internally
generated funds cover the majority of its financial requirements.
In 1992, cash provided by operating activities totaled $9.6 billion, down
$1.3 billion from 1991. Major sources of funds were net income of $4.8 billion
and non-cash provisions of $5.0 billion for depreciation and depletion.
Cash used in investing activities totaled $7.0 billion, up from $6.2 billion
in 1991. Additions to short-term marketable securities caused $0.5 billion of
the increase.
Cash used in financing activities was $3.1 billion. Dividend payments on
common shares were increased from $2.68 per share to $2.83 per share and totaled
$3.5 billion, a payout of 75 percent.
Net working capital increased by $0.6 billion to a negative $3.2 billion,
with a $1.1 billion reduction in trade payables being the largest single factor.
Consolidated debt rose $0.4 billion to $13.4 billion, resulting in a 27
percent ratio of debt to capital compared to 26 percent in 1991.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND F7
RESULTS OF OPERATIONS
CAPITAL AND EXPLORATION EXPENDITURES
Capital and exploration expenditures for the year 1993 totaled $8.2 billion,
down from $8.8 billion in 1992 mainly due to foreign exchange effects.
Total expenditures in 1993 on exploration and production activities were
$4.6 billion. This was down from $5.2 billion spent in 1992 and reflected
foreign exchange effects and completion of several major projects in the U.S.
and Europe. Investments in refining and marketing totaled $2.3 billion in 1993,
up from $2.2 billion in 1992, and reflected refining expansion in the Far East.
Chemical capital expenditures were $0.6 billion in 1993, down from $0.7
billion in 1992, due to completion of several projects in Europe. Investments
in Hong Kong Power were $0.5 billion in 1993, up from $0.2 billion in 1992, and
reflected continuing construction activity at the Black Point power station
project.
Capital and exploration expenditures in the U.S. totaled $2.4 billion in
1993 compared to outlays of $5.8 billion outside the U.S. Expenditures in 1994
are expected to be approximately in line with 1993 and reflect a similar
geographic distribution.
Firm commitments related to capital projects underway at year-end 1993
totaled approximately $3.3 billion, with the largest single commitment being
$1.3 billion associated with the Hong Kong Black Point power project. Similar
commitments were $1.9 billion at the end of 1992. The corporation expects to
fund the majority of these commitments through internally generated funds.
<PAGE>
CONSOLIDATED BALANCE SHEET F8
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
1993 1992
- ----------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 983 $ 898
Other marketable securities 669 617
Notes and accounts receivable, less
estimated doubtful amounts 6,860 8,079
Inventories
Crude oil, products and merchandise 4,616 4,897
Materials and supplies 856 910
Prepaid taxes and expenses 875 1,023
-------- --------
Total current assets 14,859 16,424
Investments and advances 4,790 4,606
Property, plant and equipment, at cost,
less accumulated depreciation and
depletion 61,962 61,799
Other assets, including intangibles, net 2,534 2,201
-------- --------
Total assets $ 84,145 $ 85,030
======== ========
Liabilities
Current liabilities
Notes and loans payable $ 4,109 $ 4,787
Accounts payable and accrued liabilities 12,122 12,645
Income taxes payable 2,359 2,231
-------- --------
Total current liabilities 18,590 19,663
Long-term debt 8,506 8,637
Annuity reserves and accrued liabilities 8,153 8,097
Deferred income tax liabilities 10,939 11,135
Deferred credits 770 747
Equity of minority and preferred
shareholders in affiliated companies 2,395 2,975
-------- --------
Total liabilities 49,353 51,254
Shareholders' Equity
Preferred stock without par value
(authorized 200 million shares, 16
million issued) 668 770
Guaranteed LESOP obligation (716) (818)
Common stock without par value
(authorized 2 billion shares, 1,813
million issued) 2,822 2,822
Earnings reinvested 49,365 47,697
Cumulative foreign exchange translation
adjustment (370) 192
Common stock held in treasury, at cost
(571 million shares in 1993, 571
million shares in 1992) (16,977) (16,887)
-------- --------
Total shareholders' equity 34,792 33,776
-------- --------
Total liabilities and shareholders'
equity $ 84,145 $ 85,030
======== ========
</TABLE>
The information on pages F11 through F20 is an integral part of these
statements.
<PAGE>
EXXON CORPORATION
CONSOLIDATED STATEMENT OF INCOME F9
<TABLE>
<CAPTION>
1993 1992 1991
- -----------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C>
Revenue
Sales and other operating revenue,
including excise taxes $109,532 $115,672 $115,068
Earnings from equity interests and
other revenue, including $112 million
in 1992 from gain on sale of non-U.S.
investment 1,679 1,434 1,424
-------- -------- --------
Total revenue 111,211 117,106 116,492
-------- -------- --------
Costs and other deductions
Crude oil and product purchases 46,124 48,552 46,847
Operating expenses 12,111 12,927 13,487
Selling, general and administrative
expenses 7,009 7,432 7,881
Depreciation and depletion 4,884 5,044 4,824
Exploration expenses, including dry
holes 648 808 914
Interest expense 681 784 810
Excise taxes 11,707 12,512 12,221
Other taxes and duties 19,745 21,513 20,823
Income applicable to minority and
preferred interests 250 247 167
-------- -------- --------
Total costs and other deductions 103,159 109,819 107,974
-------- -------- --------
Income before income taxes 8,052 7,287 8,518
Income taxes 2,772 2,477 2,918
-------- -------- --------
Income before cumulative effect of
accounting changes 5,280 4,810 5,600
Cumulative effect of accounting changes - (40) -
-------- -------- --------
Net income $ 5,280 $ 4,770 $ 5,600
======== ======== ========
Per common share - income before
cumulative effect of
accounting changes
(dollars) $ 4.21 $ 3.82 $ 4.45
- cumulative effect of
accounting changes
(dollars) - $ (0.03) -
- net income (dollars) $ 4.21 $ 3.79 $ 4.45
</TABLE>
===============================================================================
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
1993 1992 1991
--------------------------------------------------------------
Shares Dollars Shares Dollars Shares Dollars
- ------------------------------------------------------------------------------------------------------------
(millions)
<S> <C> <C> <C> <C> <C> <C>
Preferred stock outstanding at end of
year 11 $ 668 13 $ 770 14 $ 867
===== ===== =====
Guaranteed LESOP obligation (716) (818) (914)
Common stock issued at end of year 1,813 2,822 1,813 2,822 1,813 2,822
Earnings reinvested
At beginning of year 47,697 46,483 44,286
Net income for year 5,280 4,770 5,600
Dividends - common and preferred shares (3,612) (3,556) (3,403)
-------- -------- --------
At end of year 49,365 47,697 46,483
-------- -------- --------
Cumulative foreign exchange translation
adjustment
At beginning of year 192 2,443 2,426
Change during the year (562) (2,251) 17
-------- -------- --------
At end of year (370) 192 2,443
-------- -------- --------
Common stock held in treasury, at cost
At beginning of year (571) (16,887) (571) (16,774) (568) (16,509)
Acquisitions (5) (323) (6) (358) (8) (466)
Dispositions 5 233 6 245 5 201
----- -------- ----- -------- ----- --------
At end of year (571) (16,977) (571) (16,887) (571) (16,774)
----- -------- ----- -------- ----- --------
Shareholders' equity at end of year $ 34,792 $ 33,776 $ 34,927
======== ======== ========
Common shares outstanding at end of year 1,242 1,242 1,242
===== ===== =====
</TABLE>
The information on pages F11 through F20 is an integral part of these
statements.
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS F10
<TABLE>
<CAPTION>
1993 1992 1991
- --------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C>
Cash flows from operating activities
Net income
Accruing to Exxon shareholders $ 5,280 $ 4,770 $ 5,600
Accruing to minority and preferred
interests 250 247 167
Adjustments for non-cash transactions
Depreciation and depletion 4,884 5,044 4,824
Deferred income tax charges/(credits) 64 (1,285) (43)
Annuity and accrued liability provisions 255 1,340 385
Dividends received which were less than
equity in current earnings of equity
companies (9) (33) (151)
Changes in operational working capital,
excluding cash and debt
Reduction/(increase)- Notes and accounts
receivable 965 (136) 1,003
- Inventories 156 (71) 263
- Prepaid taxes and
expenses (4) 96 62
Increase/(reduction)- Accounts and
other payables (93) (212) (1,463)
All other items - net (245) (149) 295
------- ------- -------
Net cash provided by operating
activities 11,503 9,611 10,942
------- ------- -------
Cash flows from investing activities
Additions to property, plant and
equipment (6,956) (7,225) (7,324)
Sales of subsidiaries and property,
plant and equipment 1,095 982 1,052
Additional investments and advances (331) (363) (251)
Sales of investments and collection of
advances 168 134 348
Additions to other marketable securities (1,323) (1,079) (279)
Sales of other marketable securities 1,246 518 234
------- ------- -------
Net cash used in investing activities (6,101) (7,033) (6,220)
------- ------- -------
Net cash generation before financing
activities 5,402 2,578 4,722
------- ------- -------
Cash flows from financing activities
Additions to long-term debt 1,635 1,190 1,445
Reductions in long-term debt (313) (513) (402)
Additions to short-term debt 249 271 349
Reductions in short-term debt (1,168) (481) (1,005)
Changes in debt with less than 90 day
maturity (1,112) 272 (1,024)
Cash dividends to Exxon shareholders (3,630) (3,575) (3,403)
Cash dividends to minority interests (249) (257) (242)
Additions to minority interests and
sales/(redemptions) of affiliate
preferred stock (500) 180 78
Common stock acquired (323) (358) (466)
Common stock sold 131 148 113
------- ------- -------
Net cash used in financing activities (5,280) (3,123) (4,557)
------- ------- -------
Effects of exchange rate changes on cash (37) (53) (1)
------- ------- -------
Increase/(decrease) in cash and cash
equivalents 85 (598) 164
Cash and cash equivalents at beginning
of year 898 1,496 1,332
------- ------- -------
Cash and cash equivalents at end of year $ 983 $ 898 $ 1,496
======= ======= =======
</TABLE>
The information on pages F11 through F20 is an integral part of these
statements.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS F11
Price Waterhouse Dallas, Texas
February 23, 1994
To the Shareholders of Exxon Corporation
In our opinion, the consolidated financial statements appearing on pages F8
through F20 present fairly, in all material respects, the financial position of
Exxon Corporation and its subsidiary companies at December 31, 1993 and 1992,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1993, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the 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.
As discussed in note 2 to the consolidated financial statements, the
Corporation changed its method of accounting for postretirement benefits other
than pensions and for income taxes in 1992.
/s/ Price Waterhouse
- -------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements and the supporting and
supplemental material are the responsibility of the management of Exxon
Corporation.
Accounting principles underlying the financial statements are generally
accepted in the United States.
1. SUMMARY OF ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include
the accounts of those significant subsidiaries owned directly or indirectly more
than 50 percent.
Amounts representing the corporation's percentage interest in the underlying
net assets of less than majority-owned companies in which a significant equity
ownership interest is held are included in "Investments and advances." The
corporation's share of the net income of these companies is included in the
consolidated statement of income caption "Earnings from equity interests and
other revenue."
Investments in all other companies, none of which is significant, are
included in "Investments and advances" at cost or less. Dividends from these
companies are included in income as received.
FINANCIAL INSTRUMENTS. The fair value of financial instruments is
determined by reference to various market data and other valuation techniques as
appropriate. Unless otherwise disclosed, the fair values of financial
instruments approximate their recorded values. Marketable securities are stated
at the lower of cost or market value.
INVENTORIES. Crude oil, products and merchandise inventories are carried at
the lower of current market value or cost (generally determined under the
last-in, first-out method-LIFO). Costs include applicable purchase costs and
operating expenses, but not general and administrative expenses or research and
development costs. Inventories of materials and supplies are valued at cost or
less.
PROPERTY, PLANT AND EQUIPMENT. Depreciation, depletion and amortization, based
on cost less estimated salvage value of the asset, are primarily determined
under either the unit of production method or the straight-line method. Unit of
production rates are based on oil, gas and other mineral reserves estimated to
be recoverable from existing facilities. The straight-line method of
depreciation is based on estimated asset service life taking obsolescence into
consideration.
Maintenance and repairs are expensed as incurred. Major renewals and
improvements are capitalized, and the assets replaced are retired.
The corporation's exploration and production activities are accounted for
under the "successful efforts" method. Under this method, costs of productive
wells and development dry holes, both tangible and intangible, as well as
productive acreage are capitalized and amortized on the unit of production
method. Costs of that portion of undeveloped acreage likely to be unproductive,
based largely on historical experience, are amortized over the period of
exploration. Other exploratory expenditures, including geophysical costs, other
dry hole costs and annual lease rentals, are expensed as incurred.
ENVIRONMENTAL CONSERVATION AND SITE RESTORATION COSTS. Expenditures for
environmental conservation are expensed or capitalized in accordance with
generally accepted accounting principles. Liabilities for these expenditures
are recorded when it is probable that obligations have been
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F12
incurred and the amounts can be reasonably estimated. These liabilities are not
reduced by possible recoveries from third parties and projected cash
expenditures are not discounted.
Site restoration costs that may be incurred by the corporation at the end of
the operating life of certain of its facilities and properties are reserved
ratably over the asset's productive life.
FOREIGN CURRENCY TRANSLATION. The "functional currency" for translating the
accounts of the majority of refining, marketing and chemical operations outside
the U.S. is the local currency. Local currency is also used for exploration
and production operations that are relatively self-contained and integrated
within a particular country, such as in Australia, Canada, the United Kingdom,
Norway and Continental Europe. The U.S. dollar is used for operations in
highly inflationary economies and for some exploration and production
operations, primarily in Malaysia and the Middle East.
2. ACCOUNTING CHANGES
Statement of Financial Accounting Standards No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and No. 109 "Accounting for Income
Taxes" were implemented in 1992. The cumulative effect of these accounting
changes on years prior to 1992 is as follows:
<TABLE>
<CAPTION>
(millions of dollars)
- ----------------------------------------------------------------
<S> <C>
SFAS No. 106 (net of $408 million
income tax effect) $(800)
SFAS No. 109 760
-----
Net charge $ (40)
=====
</TABLE>
The cumulative effect per share was $(0.64) and $0.61 for SFAS No. 106 and
No. 109, respectively, resulting in a net charge of $(0.03).
Neither standard had a material effect on 1992 income before the cumulative
effect of the accounting changes.
3. MISCELLANEOUS FINANCIAL INFORMATION
Cash and cash equivalents included time deposits of $92 million at the end of
1993 and $144 million at the end of 1992.
Research and development costs totaled $593 million in 1993, $624 million in
1992 and $679 million in 1991.
Aggregate foreign exchange transaction gains included in determining net
income totaled $61 million in 1993. Results for 1992 and 1991 included losses
of $118 million and gains of $60 million, respectively.
In 1993, 1992 and 1991, net income included gains of $86 million, $10
million and $32 million, respectively, attributable to the combined effects of
LIFO inventory accumulations and drawdowns. The aggregate replacement cost of
inventories was estimated to exceed their LIFO carrying values by $2,109 million
and $3,431 million at December 31, 1993 and 1992, respectively.
4. CASH FLOW INFORMATION
The consolidated statement of cash flows provides information about changes in
cash and cash equivalents. All short-term marketable securities, with original
maturities of three months or less, that are readily convertible to known
amounts of cash and are so near maturity that they present insignificant risk of
changes in value because of changes in interest rates, are classified as cash
equivalents.
Cash payments for interest were: 1993 - $742 million; 1992 - $829 million;
1991 - $1,112 million. Cash payments for income taxes were: 1993 - $2,470
million; 1992 - $2,715 million; 1991 - $2,905 million.
5. ADDITIONAL WORKING CAPITAL DATA
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
1993 1992
- ----------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
Notes and accounts receivable
Trade, less reserves of $89 million and
$116 million $ 5,427 $ 6,392
Other, less reserves of $29 million and
$29 million 1,433 1,687
------- -------
$ 6,860 $ 8,079
======= =======
Notes and loans payable
Bank loans $ 1,189 $ 1,478
Commercial paper 1,891 2,761
Long-term debt due within one year 1,003 511
Other 26 37
------- -------
$ 4,109 $ 4,787
======= =======
Accounts payable and accrued liabilities
Trade payables $ 6,910 $ 7,100
Obligations to equity companies 767 823
Accrued taxes other than income taxes 2,369 2,478
Other 2,076 2,244
------- -------
$12,122 $12,645
======= =======
</TABLE>
On December 31, 1993, unused credit lines for short-term financing totaled
approximately $6.4 billion. Of this total, $4.4 billion support commercial paper
programs under terms negotiated when drawn.
6. INVESTMENTS AND ADVANCES
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
1993 1992
- ----------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
In less than majority-owned companies
Carried at equity in underlying assets
Investments $ 3,205 $ 3,033
Advances 408 459
------- -------
3,613 3,492
Carried at cost or less 148 136
------- -------
3,761 3,628
Long-term receivables and miscellaneous
investments at cost or less 1,029 978
------- -------
Total $ 4,790 $ 4,606
======= =======
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F13
7. EQUITY COMPANY INFORMATION
The summarized financial information below includes those less than
majority-owned companies for which Exxon's share of net income is included in
consolidated net income (see note 1, page F11). These companies are primarily
engaged in natural gas production and distribution in the Netherlands and
Germany, refining and marketing operations in Japan and several chemical
operations.
<TABLE>
<CAPTION>
1993 1992 1991
-----------------------------------------------------------
Exxon Exxon Exxon
Total share Total share Total share
- --------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C>
Total revenues
Includes sales to companies in the
Exxon consolidation which amounted
to 18% in 1993, 17% in 1992 and
16% in 1991 $25,295 $8,118 $25,628 $8,269 $25,584 $8,250
------- ------ ------- ------ ------- ------
Income before income taxes $ 3,255 $1,441 $ 3,067 $1,398 $ 3,551 $1,608
Less: Related income taxes (1,237) (528) (1,055) (463) (1,339) (579)
------- ------ ------- ------ ------- ------
Net income $ 2,018 $ 913 $ 2,012 $ 935 $ 2,212 $1,029
======= ====== ======= ====== ======= ======
Current assets $ 8,800 $2,892 $ 8,447 $2,802 $ 9,220 $3,014
Property, plant and equipment, less
accumulated depreciation 11,930 4,877 11,689 4,834 11,812 4,896
Other long-term assets 2,981 1,059 2,880 1,045 3,175 1,075
------- ------ ------- ------ ------- ------
Total assets 23,711 8,828 23,016 8,681 24,207 8,985
------- ------ ------- ------ ------- ------
Short-term debt 1,657 480 1,544 442 2,082 589
Other current liabilities 6,588 2,388 6,491 2,399 7,044 2,650
Long-term debt 2,279 756 2,513 848 2,703 927
Other long-term liabilities 3,709 1,591 3,431 1,500 3,612 1,559
Advances from shareholders 819 408 915 459 454 227
------- ------ ------- ------ ------- ------
Net assets $ 8,659 $3,205 $ 8,122 $3,033 $ 8,312 $3,033
======= ====== ======= ====== ======= ======
</TABLE>
8. INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
Dec. 31, 1993 Dec. 31, 1992
-----------------------------------------
Cost Net Cost Net
- ---------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C>
Petroleum and natural gas
Exploration and production $ 62,131 $32,263 $ 62,609 $32,880
Refining and marketing 28,103 16,185 28,166 15,898
-------- ------- -------- -------
Total petroleum and
natural gas 90,234 48,448 90,775 48,778
Chemicals 9,155 5,006 9,048 5,015
Other 11,746 8,508 10,915 8,006
-------- ------- -------- -------
Total $111,135 $61,962 $110,738 $61,799
======== ======= ======== =======
</TABLE>
Accumulated depreciation and depletion totaled $49,173 million at the end of
1993 and $48,939 million at the end of 1992. Interest capitalized in 1993, 1992
and 1991 was $374 million, $364 million and $331 million, respectively.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F14
9. LEASED FACILITIES
At December 31, 1993, the corporation and its consolidated subsidiaries held
non-cancelable operating charters and leases covering drilling equipment,
tankers, service stations and other properties for which minimum lease
commitments were as follows:
<TABLE>
<CAPTION>
Minimum Related
commitment rental income
- ----------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
1994 $679 $ 31
1995 504 28
1996 373 24
1997 282 19
1998 207 15
1999 and beyond 925 150
</TABLE>
Net rental expenditures for 1993, 1992 and 1991 totaled $1,130 million,
$1,108 million and $1,133 million, respectively, after being reduced by related
rental income of $134 million, $120 million and $117 million, respectively.
Minimum rental expenditures totaled $1,184 million in 1993, $1,141 million in
1992 and $1,185 million in 1991.
10. CAPITAL
In 1989, the corporation sold 16.3 million shares of a new issue of convertible
Class A Preferred Stock to its leveraged employee stock ownership plan (LESOP)
trust for $61.50 per share. The proceeds of the issuance were used by the
corporation for general corporate purposes. The corporation recorded a
"Guaranteed LESOP Obligation" of $1,000 million as debt and as a reduction in
shareholders' equity, representing company-guaranteed borrowings by the LESOP
trust to purchase the preferred stock. As the debt is repaid, the Guaranteed
LESOP Obligation will be extinguished. The stock can be converted into common
stock at the lower of common stock market value or $61.50. Dividends are
cumulative and payable in an amount per share equal to $4.68 per annum.
Dividends paid per preferred share were $4.68 in 1993, 1992 and 1991.
Dividends paid per common share were $2.88 in 1993, $2.83 in 1992 and $2.68
in 1991.
Earnings per common share are based on net income less preferred stock
dividends and the weighted average number of outstanding common shares during
each year, adjusted for stock splits.
11. LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN (LESOP)
In 1989, the corporation's employee stock ownership plan trustee borrowed $1,000
million, under the terms of notes guaranteed by the corporation, maturing
between 1990 and 1999. The principal due on the notes increases from $75 million
in 1990 to $125 million in 1999. As further described in note 10, the LESOP
trustee used the proceeds of the borrowing to purchase shares of convertible
Class A Preferred Stock.
Employees eligible to participate in the corporation's thrift plan may elect
to participate in the LESOP. Corporation contributions to the plan, plus
dividends, are used to make principal and interest payments on the notes. As
contributions and dividends are credited, shares of preferred stock are
proportionately converted into common stock, with no cash flow impact to the
corporation, and allocated to participants' accounts. During 1993, 1.7 million
shares of preferred stock, totaling $102 million, were converted to common stock
and allocated. In 1992, 1.6 million shares of preferred stock, totaling $97
million, were converted and allocated. In 1991, 1.4 million shares of preferred
stock, totaling $88 million, were converted and allocated. Preferred dividends
of $54 million, $61 million and $69 million were paid during 1993, 1992 and
1991, respectively, and covered interest payments on the notes. The 1993, 1992
and 1991 principal payments were made from employer contributions and dividends
reinvested within the LESOP trust and payments by Exxon as guarantor.
12. LONG-TERM DEBT
At December 31, 1993, long-term debt consisted of $7,518 million due in U.S.
dollars and $988 million representing the U.S. dollar equivalent at year-end
exchange rates of amounts payable in foreign currencies. These amounts exclude
that portion of long-term debt, totaling $1,003 million, which matures within
one year and is included in current liabilities. The amounts of long-term debt
maturing, together with sinking fund payments required, in each of the four
years after December 31, 1994, in millions of dollars, are: 1995 - $568; 1996 -
$1,062; 1997 - $534; 1998 - $547. Certain of the borrowings described may from
time to time be assigned to other Exxon affiliates. During 1993, the
corporation took on $2.6 billion in long-term credit lines of which $2.5 billion
was unused at year-end.
In 1982, debt totaling $515 million was removed from the balance sheet as a
result of the deposit of U.S. government securities in irrevocable trusts. In
1987, the corporation placed additional government securities in the trusts,
enabling removal of $240 million from the balance sheet. In 1993, the
corporation redeemed $382 million of the foregoing debt. The government
securities remained in the related trusts after the redemption, and the
corporation's beneficial interest in those trusts was sold. The balance of
outstanding defeased debt at year-end 1993 was $288 million.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F15
Summarized long-term borrowings at year-end 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
1993 1992
- --------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
EXXON CORPORATION
Floating rate pollution-control revenue
bonds due 2012-2027 $ 331 $ 258
LESOP notes 606 728
EXXON PIPELINE COMPANY
5.5% Marine terminal revenue bonds due
2007 - 159
Variable rate marine terminal revenue
bonds due 2033 173 -
EXXON SAN JOAQUIN PRODUCTION COMPANY
Variable rate loan due 1994-2008 - 347
EXXON CAPITAL CORPORATION
4.5% Guaranteed notes due 1996 235 230
8.0% Guaranteed notes due 1995 250 250
8.25% Guaranteed notes due 1994 - 200
8.25% Guaranteed notes due 1999 200 200
7.75% Guaranteed notes due 1996 249 249
7.875% Guaranteed notes due 1996 250 250
7.875% Guaranteed notes due 1997 249 249
8.0% Guaranteed notes due 1998 249 249
6.0% Guaranteed notes due 2005 250 -
6.125% Guaranteed notes due 2008 250 -
6.15% Guranteed notes due 2003 250 -
Zero coupon notes due 2004
- Face value ($1,146) net of
unamortized discount 346 310
8.5% Guaranteed notes due 1994 - 263
7.45% Guaranteed notes due 2001 250 250
6.5% Guaranteed notes due 1999 249 249
6.625% Guaranteed notes due 2002 250 249
SEARIVER MARITIME, INC.
Deferred interest debentures due 2012
- Face value ($771) net of unamortized
discount 380 341
Guaranteed debt securities due 1997-2011 150 150
EXXON ENERGY LIMITED
8.5% British pound loans due 1995-2002 317 388
6.87% Guaranteed notes due 2003 173 -
IMPERIAL OIL LIMITED
Variable rate U.S. dollar notes due 2004 1,000 1,100
8.75% U.S. dollar notes due 2019 219 218
9.875% Canadian dollar notes due 1999 237 242
8.3% U.S. dollar notes due 2001 199 199
Capitalized lease obligations* 86 151
Other U.S. dollar obligations 760 936
Other foreign currency obligations 348 222
------ ------
Total long-term debt $8,506 $8,637
====== ======
</TABLE>
*At an average imputed interest rate of 9.3% in 1993 and 11.5% in 1992.
The estimated fair value of total long-term debt, including capitalized
lease obligations, at December 31, 1993 and 1992 was $9.5 billion and $9.3
billion, respectively.
13. INTEREST RATE SWAP AND CURRENCY EXCHANGE CONTRACTS
At December 31, 1993 and 1992, the corporation had various interest rate swap
and currency exchange contracts outstanding with financial institutions of high
credit standing. Interest rate swap agreements, maturing 1994-1999, had
aggregate notional principal amounts of $705 million and $924 million at year-
end 1993 and 1992, respectively. Currency exchange contracts, maturing 1994-
2005, totaled $857 million at year-end 1993 and $1,547 million at year-end 1992.
The corporation's exposure to credit and market risks from the above
instruments is considered to be negligible.
14. LITIGATION AND OTHER CONTINGENCIES
A number of lawsuits, including class actions, have been brought in various
courts against Exxon Corporation and certain of its subsidiaries relating to the
release of crude oil from the tanker Exxon Valdez in 1989. Most of these
lawsuits seek unspecified compensatory and punitive damages; several lawsuits
seek damages in varying specified amounts. Certain of the lawsuits seek
injunctive relief. The claims of many individuals have been dismissed or
settled. Most of the remaining actions are scheduled for trial in federal court
commencing May 2, 1994. Other actions will likely be tried in state court later
in 1994. The cost to the corporation from these lawsuits is not possible to
predict; however, it is believed that the final outcome will not have a
materially adverse effect upon the corporation's operations or financial
condition.
German and Dutch affiliated companies are the concessionaires of a natural
gas field subject to a treaty between the governments of Germany and the
Netherlands under which the gas reserves in an undefined border or common area
are to be shared equally. Entitlement to the reserves is determined by
calculating the amounts of gas which can be recovered from this area. Based on
the final reserve determination, the German affiliate has lifted more gas than
its entitlement. Arbitration proceedings, as provided in the agreements, have
commenced to determine the manner of resolving the imbalance in liftings between
the German and Dutch affiliated companies. Financial effects to the corporation
related to resolution of this imbalance would be influenced by different tax
regimes and ownership interests. The net impact of the ultimate outcome is not
expected to have a materially adverse effect upon the corporation's operations
or financial condition.
The U.S. Tax Court has decided the issue with respect to the pricing of
crude oil purchased from Saudi Arabia for the years 1979 to 1981 in favor of the
corporation. This decision is subject to appeal. Certain other issues for the
years 1979-1982 remain pending before the Tax Court. The ultimate resolution of
these issues is not expected to have a materially adverse effect upon the
corporation's operations or financial condition.
Claims for substantial amounts have been made against Exxon and certain of
its consolidated subsidiaries in other pending lawsuits, the outcome of which is
not expected to
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F16
have a materially adverse effect upon the corporation's operations or financial
condition.
The corporation and certain of its consolidated subsidiaries were
contingently liable at December 31, 1993 for $1,120 million, primarily relating
to guarantees for notes, loans and performance under contracts. This includes
$753 million representing guarantees of non-U.S. excise taxes and customs duties
of other companies, entered into as a normal business practice, under reciprocal
arrangements. Not included in this figure are guarantees by consolidated
affiliates of $955 million, representing Exxon's share of obligations of certain
equity companies.
Additionally, the corporation and its affiliates have numerous long-term
sales and purchase commitments in their various business activities, all of
which are expected to be fulfilled with no adverse consequences material to the
corporation's operations or financial condition.
The operations and earnings of the corporation and its affiliates throughout
the world have been, and may in the future be, affected from time to time in
varying degree by political developments and laws and regulations, such as
forced divestiture of assets; restrictions on production, imports and exports;
price controls; tax increases and retroactive tax claims; expropriation of
property; cancellation of contract rights and environmental regulations. Both
the likelihood of such occurrences and their overall effect upon the corporation
vary greatly from country to country and are not predictable.
- --------------------------------------------------------------------------------
15. OTHER POSTRETIREMENT BENEFITS
The corporation and several of its affiliates make contributions toward the cost
of providing certain health care and life insurance benefits to retirees, their
beneficiaries and covered dependents. The corporation determines the level of
its contributions to these plans annually; no commitments have been made
regarding the level of such contributions in the future. Corporation
contributions in 1991 were expensed as paid ($109 million). The accrual method
of accounting for these benefits was adopted January 1, 1992 in accordance with
the provisions of Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions."
The accumulated postretirement benefit obligation is based on the existing
level of the corporation's contribution toward these plans. Plan assets include
investments in equity and fixed income securities.
<TABLE>
<CAPTION>
1993 1992
------------------------------ ------------------------------
Other postretirement benefits expense Total Health Life/Other Total Health Life/Other
- -----------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C>
Service cost $ 22 $ 10 $ 12 $ 21 $ 10 $ 11
Interest cost 127 49 78 125 49 76
Actual (gains) on plan assets (36) - (36) (25) - (25)
Deferral of actual versus assumed return on plan assets 11 - 11 7 - 7
Amortization of actuarial loss 1 1 - - - -
------ ---- ------ ------ ---- -----
Net expense $ 125 $ 60 $ 65 $ 128 $ 59 $ 69
====== ==== ====== ====== ==== =====
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dec. 31, 1993 Dec. 31, 1992
------------------------------ ------------------------------
Other postretirement benefit plans status Total Health Life/Other Total Health Life/Other
- -----------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C>
Accumulated postretirement benefit obligation
Retirees $1,326 $457 $ 869 $1,160 $453 $ 707
Fully eligible participants 114 41 73 142 62 80
Other active participants 355 140 215 250 91 159
------ ---- ------ ------ ---- -----
1,795 638 1,157 1,552 606 946
Funded assets (market values) (289) - (289) (260) - (260)
Unrecognized prior service costs (21) (21) - (15) (15) -
Unrecognized net gain/(loss) (194) (35) (159) 28 10 18
------ ---- ------ ------ ---- -----
Book reserves $1,291 $582 $ 709 $1,305 $601 $ 704
====== ==== ====== ====== ==== =====
Assumptions in accumulated postretirement
benefit obligation and expense (percent)
Discount rate 7.25 8.5
Long-term rate of compensation increase 5.00 5.0
Long-term annual rate of return on funded assets 10.00 10.0
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F17
16. ANNUITY BENEFITS
Exxon and many of its affiliates have defined benefit retirement plans which
cover substantially all of their employees. Plan benefits are generally based
on years of service and employees' compensation during their last years of
employment.
Assets are contributed to trustees and insurance companies to provide
benefits for many of Exxon's retirement plans, including the Exxon Annuity Plan,
Exxon's principal U.S. plan. All U.S. plans which are subject to funding
requirements meet federal government funding standards. Certain smaller U.S.
plans, and a number of non-U.S. plans, are not funded because of local tax
conventions and regulatory practices which do not encourage funding. Book
reserves have been established for these plans to provide for future benefit
payments.
The discount rate used in calculating the year-end pension liability for
financial reporting purposes is based on the year-end rate of interest on high
quality bonds, as required by current accounting standards. This discount rate
reflects the rate at which pension benefits could be effectively settled, either
by matching the liability with a bond portfolio or buying annuities from an
insurance company. Interest rates dropped significantly in many countries in
1993, and the resultant lower discount rates have increased the actuarial
present value of the benefit obligation from the previous year. While assets
and book reserves for U.S. and non-U.S. plans are less than projected benefit
obligations when measured on this settlement basis, they are greater than
benefits that have been accumulated through the end of 1993.
In contrast to the discount rate, which is limited to current bond interest
rates, the assumed rate of return on funded assets is based on anticipated
long-term investment performance. The majority of pension assets, for both U.S.
and non-U.S. plans, are invested in equities that have historically had returns
which exceeded bond interest rates. In the U.S., the expected long-term rate of
return for funded assets is 10 percent, and the average actual return over the
past 10 years was over 12 percent. This expected long-term rate of return is
utilized in reporting to appropriate federal government authorities. On this
basis, the Exxon Annuity Plan is fully funded.
<TABLE>
<CAPTION>
U.S. Plans Non-U.S. Plans
------------------------- ------------------------
Annuity plans net pension cost/(credit) 1993 1992 1991 1993 1992 1991
- ----------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C>
Cost of benefits earned by employees during the year $ 111 $ 108 $ 90 $ 144 $ 152 $ 141
Interest accrual on benefits earned in prior years 350 352 358 482 515 490
Actual (gains) on plan assets (463) (150) (685) (742) (258) (439)
Deferral of actual versus assumed return on assets 146 (203) 370 437 (73) 117
Amortization of actuarial (gains)/losses and prior service cost (35) (51) (55) 52 16 9
Net pension enhancement and curtailment/settlement expense (13) (8) (12) 6 11 40
----- ----- ------ ----- ----- -----
Net pension cost for the year $ 96 $ 48 $ 66 $ 379 $ 363 $ 358
===== ===== ===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
U.S. Plans Non-U.S. Plans
-------------------- --------------------
Dec. 31 Dec. 31 Dec. 31 Dec. 31
Annuity plans status 1993 1992 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligations
Benefits based on service to date and present pay levels
Vested $3,749 $3,405 $5,418 $4,538
Non-vested 438 306 220 198
------ ------ ------ ------
Total accumulated benefit obligation 4,187 3,711 5,638 4,736
Additional benefits related to projected pay increases 901 637 921 907
------ ------ ------ ------
Total projected benefit obligation 5,088 4,348 6,559 5,643
------ ------ ------ ------
Funded assets (market values) 3,512 3,386 3,997 3,494
Book reserves 1,215 1,241 1,941 1,865
------ ------ ------ ------
Total funded assets and book reserves 4,727 4,627 5,938 5,359
------ ------ ------ ------
Assets and reserves in excess of/(less than) proj. benefit obligation $ (361) $ 279 $ (621) $ (284)
Consisting of:
Unrecognized net gain at transition $ 374 $ 438 $ 37 $ 45
Unrecognized net actuarial (loss) since transition (635) (49) (457) (11)
Unrecognized prior service costs incurred since transition (100) (110) (201) (318)
Assets and reserves in excess of accumulated benefit obligation $ 540 $ 916 $ 300 $ 623
Assumptions in projected benefit obligation and expense (percent)
Discount rate 7.25 8.5 5.0- 9.0 6.0-10.0
Long-term rate of compensation increase 5.00 5.0 4.0- 9.0 4.0- 9.0
Long-term annual rate of return on funded assets 10.00 10.0 6.0-10.0 6.0-11.0
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F18
17. INCENTIVE PROGRAM
The 1993 Incentive Program provides for grants of stock options, stock
appreciation rights (SARs), restricted stock and other forms of award. Awards
may be granted over the 10-year period ending April 28, 2003 to eligible
employees of the corporation and those affiliates at least 50 percent owned. The
number of shares of stock which may be awarded each year under the 1993
Incentive Program may not exceed seven tenths of one percent (0.7%) of the total
number of shares of common stock of the corporation outstanding on December 31
of the preceding year. If the total number of shares effectively granted in any
year is less than the maximum number of shares allowable, the balance may be
carried over to the following year. Outstanding awards are subject to certain
forfeiture provisions contained in the program or award instrument.
As under earlier programs, options and SARs may be granted at prices not
less than 100 percent of market value on the date of grant. Options and SARs
thus far granted are exercisable after one year of continuous employment
following the date of grant. Options for 35,063,227 and 32,519,469 common
shares were outstanding at December 31, 1993 and 1992 respectively. Of those
options, 8,274,872 and 10,238,925 at December 31, 1993 and 1992, respectively,
included SARs. In anticipation of settlement of SARs at market value of the
shares covered by the options to which they are attached, $23 million was
credited to earnings in 1993, $26 million was credited in 1992 and $29 million
was charged in 1991. Exercise of either a related option or a related SAR
cancels the other to the extent exercised. No SARs were granted in 1993.
Changes that occurred during 1993 in options outstanding are summarized
below:
<TABLE>
<CAPTION>
1993 Program 1988 Program 1983 Program
- ---------------------------------------------------------------------
(number of common shares)
<S> <C> <C> <C>
Outstanding at
December 31, 1992 - 25,965,192 6,554,277
Granted at $63.56
average per share 5,965,350 - -
Less: Exercised at $38.87
average per share - 1,311,839 1,960,803
Expired - 148,950 -
--------- ---------- ---------
Outstanding at
December 31, 1993 5,965,350 24,504,403 4,593,474
========= ========== =========
Options exercisable at
December 31, 1993 - 24,504,403 4,593,474
========= ========== =========
</TABLE>
Shares available for granting at the beginning of 1993 were 1,700,050 and
2,681,576 at the end of 1993. The weighted average option price per common
share of the options outstanding at December 31, 1993 under the 1993 Incentive
Program and earlier programs was $52.36.
The effect on net income per common share from the assumed exercise of stock
options outstanding at year-end 1993, 1992 or 1991 would be insignificant.
At December 31, 1993 and 1992, respectively, 139,250 and 159,750 shares of
restricted common stock were outstanding.
<PAGE>
F19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. INCOME, EXCISE AND OTHER TAXES
<TABLE>
<CAPTION>
1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------------
United Non- United Non- United Non-
States U.S. Total States U.S. Total States U.S. Total
---------------------------- --------------------------- ---------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income taxes
Federal or non-U.S.
Current $ 622 $ 1,941 $ 2,563 $ 642 $ 2,166 $ 2,808 $ 689 $ 2,262 $ 2,951
Deferred - net 73 50 123 (143) (279) (422) (142) 2 (140)
U.S. tax on non-U.S.
operations (16) - (16) 15 - 15 11 - 11
------ ------- ------- ------ ------- ------- ------ ------- -------
679 1,991 2,670 514 1,887 2,401 558 2,264 2,822
State 102 - 102 76 - 76 96 - 96
------ ------- ------- ------ ------- ------- ------ ------- -------
Total income tax expense 781 1,991 2,772 590 1,887 2,477 654 2,264 2,918
Excise taxes 2,179 9,528 11,707 2,351 10,161 12,512 2,546 9,675 12,221
Other taxes and duties 987 18,758 19,745 1,019 20,494 21,513 1,047 19,776 20,823
------ ------- ------- ------ ------- ------- ------ ------- -------
Total $3,947 $30,277 $34,224 $3,960 $32,542 $36,502 $4,247 $31,715 $35,962
====== ======= ======= ====== ======= ======= ====== ======= =======
</TABLE>
The above provisions for deferred income taxes include net credits for the
effect of changes in tax law provisions and rates of $146 million in 1993, $153
million in 1992 and $164 million in 1991. Income taxes of $109 million in 1993
and $210 million in 1992, respectively, were credited directly to shareholders'
equity.
- ------------------------------------------------------------------------------
The reconciliation between income tax expense and a theoretical U.S. tax
computed by applying a rate of 35 percent for 1993 and 34 percent for 1992 and
1991, is as follows:
<TABLE>
<CAPTION>
1993 1992 1991
- -------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C>
Earnings before Federal and non-U.S.
income taxes
United States $1,893 $1,158 $1,554
Non-U.S. 6,057 6,053 6,868
------ ------ ------
Total $7,950 $7,211 $8,422
------ ------ ------
Theoretical tax $2,783 $2,452 $2,863
Effect of equity method accounting (320) (318) (350)
Adjustment for non-U.S. taxes in excess
of theoretical U.S. tax 191 147 279
U.S. tax on non-U.S. operations (16) 15 11
Other U.S. 32 105 19
------ ------ ------
Federal and non-U.S. income tax expense $2,670 $2,401 $2,822
====== ====== ======
Total effective tax rate 38.5% 37.9% 38.4%
</TABLE>
The effective income tax rate includes state income taxes and the
corporation's share of income taxes of equity companies. Equity company taxes
totaled $528 million in 1993, $463 million in 1992 and $579 million in 1991,
essentially all outside the U.S.
Deferred income taxes reflect the impact of temporary differences between
the amount of assets and liabilities recognized for financial reporting purposes
and such amounts recognized for tax purposes.
Deferred tax liabilities (assets) are comprised of the following at December
31:
<TABLE>
<CAPTION>
Tax effects of temporary differences for: 1993 1992
- -------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
Depreciation $ 8,526 $ 8,758
Intangible development costs 3,287 3,380
Capitalized interest 850 756
Other liabilities 1,089 1,130
------- -------
Total deferred tax liabilities 13,752 14,024
------- -------
Pension and other postretirement benefits (1,074) (1,097)
Site restoration reserves (787) (850)
Tax loss carryforwards (702) (576)
Other assets (1,116) (1,217)
------- -------
Total deferred tax assets (3,679) (3,740)
------- -------
Asset valuation allowances 480 421
------- -------
Net deferred tax liabilities $10,553 $10,705
======= =======
</TABLE>
The corporation had $8.1 billion of indefinitely reinvested, undistributed
earnings from subsidiary companies outside the U.S. Unrecognized deferred taxes
on remittance of these funds are not expected to be material.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F20
19. DISTRIBUTION OF EARNINGS AND ASSETS
<TABLE>
<CAPTION>
Segment 1993 1992 1991
- ----------------------------------------------------------------------------------------------------------------------------
Corporate Corporate Corporate
Petroleum Chemicals total Petroleum Chemicals total Petroleum Chemicals total
--------- --------- --------- --------- --------- --------- --------- --------- ---------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales and operating
revenue
Non-affiliated $ 98,808 $ 8,641 $109,532 $104,282 $ 9,131 $115,672 $103,752 $ 9,171 $115,068
Intersegment 2,411 1,383 - 2,817 1,497 - 2,786 1,532 -
-------- ------- -------- -------- ------- -------- -------- ------- --------
Total $101,219 $10,024 $109,532 $107,099 $10,628 $115,672 $106,538 $10,703 $115,068
======== ======= ======== ======== ======= ======== ======== ======= ========
Operating profit $ 7,445 $ 638 $ 8,390 $ 6,538 $ 660 $ 7,655 $ 7,745 $ 672 $ 8,820
Add/(deduct):
Income taxes (2,938) (207) (3,156) (2,403) (205) (2,666) (3,025) (195) (3,260)
Minority interests (136) (8) (302) (169) 4 (310) (80) 3 (216)
Earnings of equity
companies 957 (12) 945 982 (8) 974 1,043 32 1,075
Corporate and
financing - - (597) - - (843) - - (819)
-------- ------- -------- -------- ------- -------- -------- ------- --------
Earnings before
accounting changes 5,328 411 5,280 4,948 451 4,810 5,683 512 5,600
Cumulative effect of
accounting changes - - - - - (40) - - -
-------- ------- -------- -------- ------- -------- -------- ------- --------
Earnings $ 5,328 $ 411 $ 5,280 $ 4,948 $ 451 $ 4,770 $ 5,683 $ 512 $ 5,600
======== ======= ======== ======== ======= ======== ======== ======= ========
Identifiable assets $ 64,336 $ 8,478 $ 84,145 $ 65,650 $ 8,597 $ 85,030 $ 68,705 $ 8,630 $ 87,560
Depreciation and
depletion 4,033 408 4,884 4,182 415 5,044 4,084 382 4,824
Additions to plant 5,392 542 6,919 5,686 594 7,138 5,635 575 7,262
</TABLE>
<TABLE>
<CAPTION>
Geographic Sales and other operating revenue Earnings Identifiable assets
- ---------------------------------------------------------------------------------------------------------
Non-affiliated Interarea Total
--------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C>
1993 Petroleum and chemicals
United States $ 22,285 $ 741 $ 23,026 $1,667 $25,369
Other Western Hemisphere 17,098 416 17,514 317 11,541
Eastern Hemisphere 68,069 2,095 70,164 3,755 35,904
Other/eliminations 2,080 (3,252) (1,172) (459) 11,331
-------- -------- -------- ------ -------
Corporate total $109,532 - $109,532 $5,280 $84,145
======== ======== ======== ====== =======
1992 Petroleum and chemicals
United States $ 24,028 $ 906 $ 24,934 $1,192 $26,042
Other Western Hemisphere 17,810 310 18,120 275 12,632
Eastern Hemisphere 71,578 3,403 74,981 3,932 35,573
Other/eliminations 2,256 (4,619) (2,363) (629) 10,783
-------- -------- -------- ------ -------
Corporate total $115,672 - $115,672 $4,770 $85,030
======== ======== ======== ====== =======
1991 Petroleum and chemicals
United States $ 25,175 $ 744 $ 25,919 $1,478 $26,217
Other Western Hemisphere 18,206 216 18,422 150 14,491
Eastern Hemisphere 69,542 2,835 72,377 4,567 36,627
Other/eliminations 2,145 (3,795) (1,650) (595) 10,225
-------- -------- -------- ------ -------
Corporate total $115,068 - $115,068 $5,600 $87,560
======== ======== ======== ====== =======
</TABLE>
Transfers between business activities or areas are at estimated market
prices.
<PAGE>
QUARTERLY INFORMATION F21
<TABLE>
<CAPTION>
1993 1992
------------------------------------------- -------------------------------------------
First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Year Quarter Quarter Quarter Quarter Year
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(thousands of barrels daily)
Volumes
Production of crude oil
and natural gas liquids 1,676 1,649 1,620 1,725 1,667 1,762 1,675 1,665 1,716 1,705
Refinery crude oil runs 3,182 3,296 3,321 3,277 3,269 3,355 3,232 3,227 3,398 3,303
Petroleum product sales 4,870 4,831 4,923 5,075 4,925 4,925 4,761 4,900 5,046 4,909
(millions of cubic feet daily)
Natural gas production
available for sale 7,090 4,678 4,619 6,930 5,825 6,927 4,835 4,416 6,472 5,661
(millions of dollars)
Summarized financial data
Sales and other operating
revenue $26,897 27,604 27,380 27,651 109,532 $27,434 27,536 30,431 30,271 115,672
Gross profit* $10,798 11,459 11,521 12,635 46,413 $12,056 11,512 13,051 12,530 49,149
Net income as reported $ 1,185 1,235 1,360 1,500 5,280 $ 1,350 955 1,135 1,400 4,840
Effect of adopting
accounting changes - - - - - $ (15) (25) 10 - (30)
Cumulative effect of
accounting changes - - - - - $ (40) - - - (40)
Net income as restated $ 1,185 1,235 1,360 1,500 5,280 $ 1,295 930 1,145 1,400 4,770
(dollars per share)
Per share data
Net income per common
share as reported $ 0.94 0.98 1.09 1.20 4.21 $ 1.07 0.76 0.90 1.12 3.85
Effect of adopting
accounting changes - - - - - $ (0.01) (0.03) 0.01 - (0.03)
Cumulative effect of
accounting changes - - - - - $ (0.03) - - - (0.03)
Net income per common
share as restated $ 0.94 0.98 1.09 1.20 4.21 $ 1.03 0.73 0.91 1.12 3.79
Dividends per common share $ 0.72 0.72 0.72 0.72 2.88 $ 0.67 0.72 0.72 0.72 2.83
Dividends per preferred share $ 1.17 1.17 1.17 1.17 4.68 $ 1.17 1.17 1.17 1.17 4.68
Common Stock prices
High $66.750 69.000 66.750 66.375 69.000 $61.250 64.250 65.500 64.125 65.500
Low $57.750 63.250 63.375 61.000 57.750 $53.750 54.250 61.000 58.125 53.750
</TABLE>
The price range of Exxon Common Stock is based on the composite tape of the
several U.S. exchanges where Exxon Common Stock is traded. The principal
market where Exxon Common Stock (XON) is traded is the New York Stock Exchange,
although the stock is traded on most major exchanges in the United States, as
well as on the London, Tokyo and other foreign exchanges.
At January 31, 1994, there were 620,467 holders of record of Exxon Common
Stock.
On January 26, 1994, the corporation declared a $0.72 dividend per common
share, payable March 10, 1994.
*Gross profit equals sales and other operating revenue less estimated costs
associated with products sold.
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION
ACTIVITIES F22
<TABLE>
<CAPTION>
Consolidated Subsidiaries
------------------------------------------------------ Non-
United Australia Consolidated Total
Results of Operations States Canada Europe and Far East Other Total Interests Worldwide
- ----------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1993 - Revenue
Sales to third parties $1,275 $ 346 $2,336 $1,655 $ 106 $ 5,718 $2,167 $ 7,885
Transfers 2,829 712 1,063 876 166 5,646 326 5,972
------ ------ ------ ------ ------ ------- ------ -------
4,104 1,058 3,399 2,531 272 11,364 2,493 13,857
Production costs excluding taxes 1,204 430 1,114 412 64 3,224 369 3,593
Exploration expenses 132 41 250 81 144 648 77 725
Depreciation and depletion 1,196 480 700 404 136 2,916 196 3,112
Taxes other than income 479 21 60 532 2 1,094 809 1,903
Related income tax 459 19 435 378 38 1,329 438 1,767
------ ------ ------ ------ ------ ------- ------ -------
Results of producing activities 634 67 840 724 (112) 2,153 604 2,757
Other earnings* 296 (35) 194 26 45 526 30 556
------ ------ ------ ------ ------ ------- ------ -------
Total earnings $ 930 $ 32 $1,034 $ 750 $ (67) $ 2,679 $ 634 $ 3,313
====== ====== ====== ====== ====== ======= ====== =======
1992 - Revenue
Sales to third parties $ 993 $ 335 $2,735 $2,019 $ 171 $ 6,253 $2,363 $ 8,616
Transfers 3,338 885 1,067 869 243 6,402 384 6,786
------ ------ ------ ------ ------ ------- ------ -------
4,331 1,220 3,802 2,888 414 12,655 2,747 15,402
Production costs excluding taxes 1,251 429 1,330 426 77 3,513 404 3,917
Exploration expenses 183 58 379 93 96 809 83 892
Depreciation and depletion 1,401 551 702 419 131 3,204 293 3,497
Taxes other than income 474 17 76 635 2 1,204 896 2,100
Related income tax 350 38 448 542 43 1,421 443 1,864
------ ------ ------ ------ ------ ------- ------ -------
Results of producing activities 672 127 867 773 65 2,504 628 3,132
Other earnings* 86 (27) 179 (40) (5) 193 49 242
------ ------ ------ ------ ------ ------- ------ -------
Total earnings $ 758 $ 100 $1,046 $ 733 $ 60 $ 2,697 $ 677 $ 3,374
====== ====== ====== ====== ====== ======= ====== =======
1991 - Revenue
Sales to third parties $ 955 $ 309 $2,457 $2,051 $ 206 $5,978 $2,533 $ 8,511
Transfers 3,405 1,007 1,198 760 219 6,589 398 6,987
------ ------ ------ ------ ------ ------- ------ -------
4,360 1,316 3,655 2,811 425 12,567 2,931 15,498
Production costs excluding taxes 1,388 628 1,272 399 64 3,751 406 4,157
Exploration expenses 335 77 292 94 114 912 99 1,011
Depreciation and depletion 1,466 607 665 392 124 3,254 237 3,491
Taxes other than income 513 17 74 694 3 1,301 1,010 2,311
Related income tax 243 35 534 478 98 1,388 498 1,886
------ ------ ------ ------ ------ ------- ------ -------
Results of producing activities 415 (48) 818 754 22 1,961 681 2,642
Other earnings* 216 114 95 15 17 457 29 486
------ ------ ------ ------ ------ ------- ------ -------
Total earnings $ 631 $ 66 $ 913 $ 769 $ 39 $2,418 $ 710 $ 3,128
====== ====== ====== ====== ====== ======= ====== =======
Average sales prices and production costs per unit of production
- ---------------------------------------------------------------------------------------------------------------------------
During 1993
Average sales prices
Crude oil and NGL, per barrel $13.19 $11.71 $16.68 $18.19 $16.04 $15.07 $16.07 $15.12
Natural gas, per thousand cubic feet 2.11 1.33 2.49 1.21 0.95 1.98 2.78 2.26
Average production costs, per barrel*** 3.90 4.45 5.30 2.52 3.72 4.05 2.45 3.80
During 1992
Average sales prices
Crude oil and NGL, per barrel** $14.59 $13.17 $19.22 $21.08 $18.48 $17.01 $17.93 $17.05
Natural gas, per thousand cubic feet** 1.84 1.22 2.86 1.54 0.66 2.02 3.04 2.39
Average production costs, per barrel*** 3.98 4.23 6.49 2.73 3.08 4.38 2.67 4.11
During 1991
Average sales prices
Crude oil and NGL, per barrel** $14.52 $13.40 $19.86 $21.34 $17.32 $17.03 $18.02 $17.07
Natural gas, per thousand cubic feet** 1.61 1.20 2.99 1.76 0.71 1.97 3.35 2.47
Average production costs, per barrel*** 4.25 5.80 6.69 2.78 2.32 4.71 2.73 4.40
</TABLE>
*Earnings related to transportation of oil and gas, sale of third party
purchases, oil sands operations and technical services agreements, and
reduced by minority interests
**1992 and 1991 realizations have been restated for comparability
***Natural gas included by conversion to crude oil equivalent; production costs
exclude all taxes, 1992 and 1991 have been restated for comparability
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION F23
AND PRODUCTION ACTIVITIES
OIL AND GAS EXPLORATION AND PRODUCTION COSTS
The amounts shown for net capitalized costs of consolidated subsidiaries are
$3,117 million less at year-end 1993 and $3,426 million less at year-end 1992
than the amounts reported as investments in property, plant and equipment for
exploration and production in note 8, page F13. This is due to the exclusion
from capitalized costs of certain transportation and research assets and assets
relating to the oil sands operations, and to inclusion of accumulated provisions
for site restoration costs, all as required in Statement of Financial Accounting
Standards No. 19.
The amounts reported as costs incurred include both capitalized costs and
costs charged to expense during the year. Total worldwide costs incurred in
1993 were $4,123 million, down $511 million from 1992, due primarily to lower
development costs. 1992 costs were $4,634 million, down $199 million from 1991,
due primarily to lower exploration costs.
<TABLE>
<CAPTION>
Consolidated Subsidiaries
---------------------------------------------------------
Non-
United Australia Consolidated Total
Capitalized costs States Canada Europe and Far East Other Total Interests Worldwide
- ----------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1993
Property (acreage) costs
- Proved $ 3,576 $3,438 $ 22 $ 495 $ 687 $ 8,218 $ 6 $ 8,224
- Unproved 561 150 45 248 59 1,063 18 1,081
------- ------ ------- ------ ------ ------- ------ -------
Total property costs 4,137 3,588 67 743 746 9,281 24 9,305
Producing assets 22,514 3,778 13,375 5,356 1,038 46,061 2,427 48,488
Support facilities 371 79 372 505 33 1,360 125 1,485
Incomplete construction 340 130 1,578 760 77 2,885 136 3,021
------- ------ ------- ------ ------ ------- ------ -------
Total capitalized costs 27,362 7,575 15,392 7,364 1,894 59,587 2,712 62,299
Accumulated depreciation and
depletion 14,463 2,855 8,081 3,910 1,132 30,441 1,866 32,307
------- ------ ------- ------ ------ ------- ------ -------
Net capitalized costs $12,899 $4,720 $ 7,311 $3,454 $ 762 $29,146 $ 846 $29,992
======= ====== ======= ====== ====== ======= ====== =======
As of December 31, 1992
Property (acreage) costs
- Proved $ 3,603 $3,688 $ 23 $ 550 $ 689 $ 8,553 $ 5 $ 8,558
- Unproved 638 224 44 329 14 1,249 13 1,262
------- ------ ------- ------ ------ ------- ------ -------
Total property costs 4,241 3,912 67 879 703 9,802 18 9,820
Producing assets 20,750 4,116 12,354 4,984 1,052 43,256 2,546 45,802
Support facilities 382 58 364 495 31 1,330 133 1,463
Incomplete construction 2,175 48 2,153 621 131 5,128 130 5,258
------- ------ ------- ------ ------ ------- ------ -------
Total capitalized costs 27,548 8,134 14,938 6,979 1,917 59,516 2,827 62,343
Accumulated depreciation and
depletion 14,472 2,859 7,880 3,687 1,164 30,062 1,879 31,941
------- ------ ------- ------ ------ ------- ------ -------
Net capitalized costs $13,076 $5,275 $ 7,058 $3,292 $ 753 $29,454 $ 948 $30,402
======= ====== ======= ====== ====== ======= ====== =======
Costs incurred in property acquisitions, exploration and development activities
- ----------------------------------------------------------------------------------------------------------------------
During 1993
Property acquisition costs
- Proved $ 3 $ 10 - - - $ 13 $ 1 $ 14
- Unproved 12 - $ 2 $ 8 $ 45 67 - 67
Exploration costs 150 41 284 110 176 761 113 874
Development costs 1,001 207 1,213 576 68 3,065 103 3,168
------ ------ ------- ------ ------ ------- - ------ -------
Total $1,166 $ 258 $ 1,499 $ 694 $ 289 $ 3,906 $ 217 $ 4,123
====== ====== ======= ====== ====== ======= ====== =======
During 1992
Property acquisition costs
- Proved $ 27 $ 7 - $ 1 - $ 35 $ 2 $ 37
- Unproved 9 4 $ 1 - $ 21 35 8 43
Exploration costs 178 49 395 131 102 855 112 967
Development costs 1,209 121 1,453 516 98 3,397 190 3,587
------ ------ ------- ------ ------ ------- ------ -------
Total $1,423 $ 181 $ 1,849 $ 648 $ 221 $ 4,322 $ 312 $ 4,634
====== ====== ======= ====== ====== ======= ====== =======
During 1991
Property acquisition costs
- Proved $ 3 $ 4 - $ 1 $ 2 $ 10 - $ 10
- Unproved 95 10 $ 1 6 - 112 - 112
Exploration costs 381 89 371 141 99 1,081 $ 118 1,199
Development costs 1,355 196 1,201 488 85 3,325 187 3,512
------ ------ ------- ------ ------ ------- ------- -------
Total $1,834 $ 299 $ 1,573 $ 636 $ 186 $ 4,528 $ 305 $ 4,833
====== ====== ======= ====== ====== ======= ======= =======
</TABLE>
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION F24
AND PRODUCTION ACTIVITIES
OIL AND GAS RESERVES
The following information describes changes during the years and balances of
proved oil and gas reserves at year-end 1991, 1992 and 1993.
The definitions used are in accordance with applicable Securities and
Exchange Commission regulations.
Proved reserves are the estimated quantities of oil and gas which geological
and engineering data demonstrate with reasonable certainty to be recoverable in
future years from known reservoirs under existing economic and operating
conditions. In some cases, substantial new investments in additional wells and
related facilities will be required to recover these proved reserves.
Proved reserves include 100 percent of each majority-owned affiliate's
participation in proved reserves and Exxon's ownership percentage of the proved
reserves of equity companies, but exclude royalties and quantities due others
when produced. Gas reserves exclude the gaseous equivalent of liquids expected
to be removed from the gas on leases, at field facilities and at gas processing
plants. These liquids are included in net proved reserves of crude oil and
natural gas liquids.
<TABLE>
<CAPTION>
Consolidated Subsidiaries
----------------------------------------------------
Non-
United Australia Consolidated Total
Crude Oil and Natural Gas Liquids States Canada Europe and Far East Other Total Interests Worldwide
- --------------------------------------------------------------------------------------------------------------------------------
(millions of barrels)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net proved developed and undeveloped reserves
January 1, 1991 2,437 1,447 1,499 819 129 6,331 522 6,853
Revisions 208 (12) 69 155 12 432 2 434
Purchases - - - - - - - -
Sales (4) (26) - - - (30) - (30)
Improved recovery 17 - - - - 17 - 17
Extensions and discoveries 16 1 15 7 10 49 1 50
Production (226) (87) (128) (120) (23) (584) (27) (611)
----- ----- ----- ---- --- ----- --- -----
December 31, 1991 2,448 1,323 1,455 861 128 6,215 498 6,713
Revisions 47 (10) 51 52 (7) 133 (8) 125
Purchases - 1 1 - - 2 - 2
Sales (11) (17) - - - (28) - (28)
Improved recovery 5 - 89 - - 94 - 94
Extensions and discoveries 120 5 21 31 1 178 1 179
Production (216) (81) (139) (122) (22) (580) (27) (607)
----- ----- ----- ---- --- ----- --- -----
December 31, 1992 2,393 1,221 1,478 822 100 6,014 464 6,478
Revisions 116 2 43 92 5 258 51 309
Purchases 10 4 - - - 14 - 14
Sales (20) (18) - (2) - (40) - (40)
Improved recovery 16 3 - - 1 20 - 20
Extensions and discoveries 11 - 28 19 2 60 2 62
Production (202) (77) (149) (123) (17) (568) (25) (593)
----- ----- ----- ---- --- ----- --- -----
December 31, 1993 2,324 1,135 1,400 808 91 5,758 492 6,250
- --------------------------------------------------------------------------------------------------------------------------------
Oil sands reserves
At December 31, 1991 - 283 - - - 283 - 283
At December 31, 1992 - 327 - - - 327 - 327
At December 31, 1993 - 314 - - - 314 - 314
Worldwide net proved developed and undeveloped
reserves (including oil sands)
At December 31, 1991 2,448 1,606 1,455 861 128 6,498 498 6,996
At December 31, 1992 2,393 1,548 1,478 822 100 6,341 464 6,805
At December 31, 1993 2,324 1,449 1,400 808 91 6,072 492 6,564
================================================================================================================================
Developed reserves, included above
(excluding oil sands)
At December 31, 1991 2,010 736 834 609 94 4,283 459 4,742
At December 31, 1992 1,865 625 853 619 73 4,035 434 4,469
At December 31, 1993 1,821 524 859 624 81 3,909 458 4,367
</TABLE>
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION F25
AND PRODUCTION ACTIVITIES
Net proved developed reserves are those volumes which are expected to be
recovered through existing wells with existing equipment and operating methods.
Undeveloped reserves are those volumes which are expected to be recovered as a
result of future investments to drill new wells, to recomplete existing wells
and/or to install facilities to collect and deliver the production from existing
and future wells.
Reserves attributable to certain oil and gas discoveries were not considered
proved as of year-end 1993 due to geological, technological or economic
uncertainties and therefore are not included in the tabulation.
Crude oil and natural gas liquids and natural gas production quantities
shown are the net volumes withdrawn from Exxon's oil and gas reserves. The
natural gas quantities differ from the quantities of gas delivered for sale by
the producing function as reported on page F27 due to volumes consumed or flared
and inventory changes. Such quantities amounted to approximately 231 billion
cubic feet in 1991, 203 billion cubic feet in 1992 and 213 billion cubic feet in
1993.
<TABLE>
<CAPTION>
Consolidated Subsidiaries
-----------------------------------------------------------
Non-
United Australia Consolidated Total
Natural Gas States Canada Europe and Far East Other Total Interests Worldwide
- -----------------------------------------------------------------------------------------------------------------------------
(billions of cubic feet)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net proved developed and undeveloped
reserves
January 1, 1991 9,542 3,828 6,562 4,851 141 24,924 17,975 42,899
Revisions 1,041 (18) 48 617 (30) 1,658 62 1,720
Purchases - - - - - - - -
Sales (30) (251) - - - (281) - (281)
Improved recovery 2 - - - - 2 - 2
Extensions and discoveries 282 38 262 52 - 634 62 696
Production (682) (201) (417) (175) (28) (1,503) (734) (2,237)
------ ----- ----- ----- --- ------ ------ ------
December 31, 1991 10,155 3,396 6,455 5,345 83 25,434 17,365 42,799
Revisions 149 (350) 207 (378) (43) (415) (133) (548)
Purchases - - - - - - - -
Sales (50) (227) - - - (277) - (277)
Improved recovery 24 1 465 - - 490 - 490
Extensions and discoveries 103 - 564 379 4 1,050 174 1,224
Production (649) (169) (440) (236) (23) (1,517) (758) (2,275)
------ ----- ----- ----- --- ------ ------ ------
December 31, 1992 9,732 2,651 7,251 5,110 21 24,765 16,648 41,413
Revisions 131 13 253 601 100 1,098 230 1,328
Purchases 54 39 - - - 93 - 93
Sales (57) (90) - (1) - (148) - (148)
Improved recovery 17 4 - - - 21 - 21
Extensions and discoveries 350 76 258 886 - 1,570 313 1,883
Production (697) (188) (413) (276) (9) (1,583) (756) (2,339)
------ ----- ----- ----- --- ------ ------ ------
December 31, 1993 9,530 2,505 7,349 6,320 112 25,816 16,435 42,251
- -----------------------------------------------------------------------------------------------------------------------------
Worldwide net proved developed and
undeveloped reserves
At December 31, 1991 10,155 3,396 6,455 5,345 83 25,434 17,365 42,799
At December 31, 1992 9,732 2,651 7,251 5,110 21 24,765 16,648 41,413
At December 31, 1993 9,530 2,505 7,349 6,320 112 25,816 16,435 42,251
=============================================================================================================================
Developed reserves, included above
At December 31, 1991 7,816 2,959 4,018 2,895 74 17,762 8,779 26,541
At December 31, 1992 7,632 2,252 3,836 3,315 16 17,051 8,421 25,472
At December 31, 1993 7,935 2,022 4,098 4,009 112 18,176 8,067 26,243
</TABLE>
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION F26
AND PRODUCTION ACTIVITIES
STANDARDIZED MEASURE OF DISCOUNTED FUTURE CASH FLOWS
As required by the Financial Accounting Standards Board, the standardized
measure of discounted future net cash flows is computed by applying year-end
prices and costs, and a discount factor of 10 percent, to net proved reserves.
The corporation believes that the standardized measure is not meaningful and may
be misleading.
<TABLE>
<CAPTION>
Consolidated Subsidiaries
--------------------------------------------------------------
Non-
United Australia Consolidated Total
States Canada Europe and Far East Other Total Interests* Worldwide
- -----------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1991
Future cash inflows from sales of oil
and gas $44,929 $15,782 $44,202 $22,836 $2,141 $129,890 $60,690 $190,580
Future production and development costs 27,046 9,414 24,373 12,277 982 74,092 33,885 107,977
Future income tax expenses 4,967 2,595 8,528 3,999 543 20,632 11,033 31,665
------- ------- ------- ------- ------ -------- ------- --------
Future net cash flows 12,916 3,773 11,301 6,560 616 35,166 15,772 50,938
Effect of discounting net cash flows
at 10% 7,348 2,036 4,788 2,876 163 17,211 10,452 27,663
------- ------- ------- ------- ------ -------- ------- --------
Discounted future net cash flows $ 5,568 $ 1,737 $ 6,513 $ 3,684 $ 453 $ 17,955 $ 5,320 $ 23,275
======= ======= ======= ======= ====== ======== ======= ========
As of December 31, 1992
Future cash inflows from sales of oil
and gas $48,897 $15,496 $41,248 $19,680 $1,814 $127,135 $54,722 $181,857
Future production and development costs 24,681 7,704 19,965 10,941 781 64,072 28,056 92,128
Future income tax expenses 7,334 3,183 7,987 3,464 476 22,444 10,995 33,439
------- ------- ------- ------- ------ -------- ------- --------
Future net cash flows 16,882 4,609 13,296 5,275 557 40,619 15,671 56,290
Effect of discounting net cash flows
at 10% 8,175 2,351 5,767 2,157 157 18,607 9,738 28,345
------- ------- ------- ------- ------ -------- ------- --------
Discounted future net cash flows $ 8,707 $ 2,258 $ 7,529 $ 3,118 $ 400 $ 22,012 $ 5,933 $ 27,945
======= ======= ======= ======= ====== ======== ======= ========
As of December 31, 1993
Future cash inflows from sales of oil
and gas $38,261 $11,816 $33,639 $18,190 $1,234 $103,140 $49,276 $152,416
Future production and development costs 19,980 6,677 18,295 11,287 593 56,832 25,954 82,786
Future income tax expenses 4,566 2,016 5,467 2,515 345 14,909 9,098 24,007
------- ------- ------- ------- ------ -------- ------- --------
Future net cash flows 13,715 3,123 9,877 4,388 296 31,399 14,224 45,623
Effect of discounting net cash flows
at 10% 6,695 1,552 4,387 1,951 79 14,664 9,098 23,762
------- ------- ------- ------- ------ -------- ------- --------
Discounted future net cash flows $ 7,020 $ 1,571 $ 5,490 $ 2,437 $ 217 $ 16,735 $ 5,126 $ 21,861
======= ======= ======= ======= ====== ======== ======= ========
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CHANGE IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING
TO PROVED OIL AND GAS RESERVES
Consolidated Subsidiaries 1993 1992 1991
- ---------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C>
Value of reserves added during the year due to extensions, discoveries, improved recovery
and net purchases less related costs $ 527 $ 1,452 $ 586
Changes in value of previous-year reserves due to:
Sales and transfers of oil and gas produced during the year, net of production (lifting) costs (6,975) (7,765) (7,696)
Development costs incurred during the year 2,947 3,305 3,306
Net change in prices, lifting and development costs (10,229) 5,185 (29,877)
Revisions of previous reserves estimates 1,137 580 2,516
Accretion of discount 2,817 2,588 4,417
Net change in income taxes 4,499 (1,288) 13,041
-------- ------- --------
Total change in the standardized measure during the year $ (5,277) $ 4,057 $(13,707)
======== ======= ========
</TABLE>
*1992 and 1991 future cash inflows and future production and development
costs for non-consolidated interests have been restated for comparability
<PAGE>
OPERATING SUMMARY F27
<TABLE>
<CAPTION>
1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983
- --------------------------------------------------------------------------------------------------------------------------------
(thousands of barrels daily)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Production of crude oil and natural gas
liquids
Net production
United States 553 591 619 640 693 760 756 761 768 778 781
Canada 210 223 237 260 269 206 188 164 116 93 90
Europe 408 381 349 298 338 429 441 458 417 412 370
Australia and Far East 337 334 329 315 309 326 326 304 330 310 267
Other 46 59 65 89 92 85 35 27 21 20 19
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total consolidated subsidiaries 1,554 1,588 1,599 1,602 1,701 1,806 1,746 1,714 1,652 1,613 1,527
Proportional interest in production of
non-consolidated interests 69 72 75 71 66 75 55 50 39 44 57
Oil sands production - Canada 44 45 41 39 37 38 34 32 29 21 23
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 1,667 1,705 1,715 1,712 1,804 1,919 1,835 1,796 1,720 1,678 1,607
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Refinery crude oil runs
United States 841 911 937 868 999 968 1,026 1,080 1,054 1,021 958
Canada 408 391 432 489 487 350 351 332 344 365 378
Europe 1,389 1,387 1,401 1,327 1,257 1,200 1,116 1,112 1,003 1,111 1,135
Australia and Far East 515 507 464 498 463 430 397 415 399 424 449
Other 116 107 99 94 93 94 91 93 103 299 346
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 3,269 3,303 3,333 3,276 3,299 3,042 2,981 3,032 2,903 3,220 3,266
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Petroleum product sales
Aviation fuels 379 376 372 382 382 344 338 317 326 312 316
Gasoline, naphthas 1,818 1,822 1,821 1,742 1,708 1,572 1,488 1,461 1,423 1,404 1,369
Home heating oils, kerosene, diesel oils 1,569 1,557 1,561 1,491 1,498 1,424 1,344 1,365 1,367 1,372 1,302
Heavy fuels 558 546 535 543 507 466 419 463 561 709 705
Specialty products 601 608 580 597 625 590 539 519 489 478 475
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total 4,925 4,909 4,869 4,755 4,720 4,396 4,128 4,125 4,166 4,275 4,167
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
United States 1,152 1,203 1,210 1,109 1,147 1,113 1,057 1,106 1,123 1,149 1,146
Canada 517 513 527 597 625 433 430 396 404 407 393
Europe 1,872 1,847 1,863 1,796 1,718 1,680 1,634 1,636 1,629 1,684 1,566
Other 1,384 1,346 1,269 1,253 1,230 1,170 1,007 987 1,010 1,035 1,062
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 4,925 4,909 4,869 4,755 4,720 4,396 4,128 4,125 4,166 4,275 4,167
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
(millions of cubic feet daily)
Natural gas production available for
sale
Net production
United States 1,764 1,607 1,655 1,778 1,827 1,805 1,698 1,919 2,085 2,485 2,345
Canada 328 326 355 397 389 189 128 142 141 168 181
Europe 1,009 1,071 1,033 977 1,068 1,225 1,179 1,058 1,086 1,069 851
Australia and Far East 659 557 391 349 356 314 289 246 231 215 225
Other 6 54 66 64 59 59 62 55 70 70 70
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total consolidated subsidiaries 3,766 3,615 3,500 3,565 3,699 3,592 3,356 3,420 3,613 4,007 3,672
Proportional interest in production of
non-consolidated interests 2,059 2,046 1,997 1,753 1,686 1,600 1,871 1,909 2,048 1,911 1,956
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 5,825 5,661 5,497 5,318 5,385 5,192 5,227 5,329 5,661 5,918 5,628
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
(millions of deadweight tons, daily average)
Tanker capacity, owned and chartered 6.5 7.1 7.2 8.4 8.8 9.0 9.2 10.2 12.7 13.5 15.8
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
</TABLE>
Operating statistics include 100 percent of operations of majority-owned
subsidiaries; for other companies, gas, crude production and petroleum product
sales include Exxon's ownership percentage, and crude runs include quantities
processed for Exxon. Net production excludes royalties and quantities due others
when produced, whether payment is made in kind or cash.
<PAGE>
DIRECTORS, OFFICERS, REGIONAL AND OPERATING ORGANIZATIONS F28
DIRECTORS
- -------------------------------------------------------------------------------
Randolph W. Bromery......President, Springfield College, Springfield,
Massachusetts; Commonwealth Professor, Emeritus,
University of Massachusetts at Amherst; President,
Geoscience Engineering Corporation [geological and
geophysical services]
D. Wayne Calloway........Chairman of the Board and Chief Executive Officer,
PepsiCo, Inc. [beverages, snack foods, and restaurants]
Jess Hay.................Chairman of the Board and Chief Executive Officer,
Lomas Financial Corporation [mortgage banking and other
financial services]
William R. Howell........Chairman of the Board and Chief Executive Officer, J.C.
Penney Company, Inc. [department stores and catalog
chain]
Lord Laing of Dunphail...Life President, United Biscuits (Holdings) plc [food
and confectionary products]
Philip E. Lippincott.....Chairman and Chief Executive Officer, Scott Paper
Company [sanitary paper, printing and publishing
papers, and forestry operations]
Marilyn Carlson Nelson...Director and Vice Chairman, Carlson Holdings Inc.
[travel, hotels, restaurants, and marketing services]
Lee R. Raymond...........Chairman of the Board and Chief Executive Officer
Charles R. Sitter........President
John H. Steele...........President Emeritus, Corporation of Woods Hole
Oceanographic Institution
Robert E. Wilhelm........Senior Vice President
Joseph D. Williams.......Retired Chairman of the Board and Chief Executive
Officer, Warner-Lambert Company [pharmaceuticals and
consumer health products]
STANDING COMMITTEES OF THE BOARD
- -------------------------------------------------------------------------------
Audit Committee..........D.W. Calloway (Chairman), W.R. Howell, Lord Laing of
Dunphail, M.C. Nelson, J.D. Williams
Board Advisory Committee
on Contributions.........C.R. Sitter (Chairman), J. Hay, P.E. Lippincott, M.C.
Nelson, R.E. Wilhelm
Board Compensation
Committee................W.R. Howell (Chairman), P.E. Lippincott (Vice
Chairman), D.W. Calloway, J. Hay
Nominating Committee.....R.W. Bromery (Chairman), Lord Laing of Dunphail, P.E.
Lippincott, M.C. Nelson, J.H. Steele, J.D. Williams
Public Issues Committee..J.D. Williams (Chairman), R.W. Bromery (Vice Chairman),
Lord Laing of Dunphail, C.R. Sitter, J.H. Steele, R.E.
Wilhelm
Executive Committee......L.R. Raymond (Chairman), C.R. Sitter (Vice Chairman),
R.W. Bromery, J. Hay, W.R. Howell
Finance Committee........L.R. Raymond (Chairman), C.R. Sitter (Vice Chairman)
EXECUTIVE OFFICERS
- -------------------------------------------------------------------------------
L.R. Raymond.............Chairman of the Board and Chief Executive Officer
C.R. Sitter..............President
C.M. Harrison............Senior Vice President
E.J. Hess................Senior Vice President
R.E. Wilhelm.............Senior Vice President
D.L. Baird, Jr...........Secretary
E.R. Cattarulla..........Vice President--Public Affairs
W.B. Cook................Vice President and Controller
R. Dahan.................Vice President
S.F. Goldmann............General Manager--Corporate Planning
G.L. Graves..............Vice President--Environment and Safety
R.P. Larkins.............Vice President
H.J. Longwell............Vice President
T.J. McDonagh, M.D. .....Vice President--Medicine and Occupational Health
R.B. Nesbitt.............Vice President
W.D. O'Brien.............Vice President and General Tax Counsel
C.K. Roberts.............Vice President and General Counsel
E.A. Robinson............Vice President and Treasurer
D.S. Sanders.............Vice President--Human Resources
D.E. Smiley..............Vice President--Washington Office
J.L. Thompson............Vice President
T.P. Townsend............Vice President--Investor Relations
CHIEF EXECUTIVES, REGIONAL AND OPERATING ORGANIZATIONS
- -------------------------------------------------------------------------------
DIVISIONS OF EXXON CORPORATION
R. Dahan.................President, Exxon Company, International
R.P. Larkins.............President, Exxon Coal and Minerals Company
H.J. Longwell............President, Exxon Company, U.S.A.
R.B. Nesbitt.............President, Exxon Chemical Company
J.L. Thompson............President, Exxon Exploration Company
AFFILIATED COMPANIES
C.M. Eidt, Jr. ..........President, Exxon Research and Engineering Company
D. Mendell, III..........President, Exxon Production Research Company
R.B. Peterson............Chairman of the Board, Imperial Oil Limited
<PAGE>
EXHIBIT 21
Subsidiaries of the Registrant (1), (2) and (3)
AT DECEMBER 31, 1993
<TABLE>
<CAPTION>
PERCENTAGE OF
VOTING SECURITIES
OWNED BY
IMMEDIATE STATE OR COUNTRY OF
PARENT(S) ORGANIZATION
----------------- --------------------
<S> <C> <C>
Ancon Insurance Company, Inc............ 100 Vermont
Esso Aktiengesellschaft................. 100 Germany
BRIGITTA Erdgas und Erdoel GmbH, Hanno-
ver(4)(5)............................. 50 Germany
Elwerath Erdgas und Erdoel GmbH, Hanno-
ver(4)(5)............................. 50 Germany
Esso Australia Resources Ltd............ 100 Delaware
Delhi Petroleum Pty. Ltd............... 100 Australia
Esso Australia Ltd..................... 100 Australia
Exxon Coal Australia Limited........... 100 Australia
Esso Eastern Inc........................ 100 Delaware
Esso Malaysia Berhad................... 65 Malaysia
Esso Production Malaysia Inc........... 100 Delaware
Esso Sekiyu Kabushiki Kaisha........... 100 Japan
Esso Singapore Private Limited......... 100 Singapore
Esso Standard Thailand Ltd............. 87.5 Thailand
Exxon Energy Limited................... 100 Hong Kong
General Sekiyu K.K.(5)(6).............. 49 Japan
P. T. Stanvac Indonesia(4)(5).......... 50 Indonesia
Tonen Kabushiki Kaisha(5).............. 25 Japan
Esso Exploration and Production Norway
A/S.................................... 100 Norway
Esso Holding Company Holland Inc........ 100 Delaware
Esso Holding B.V....................... 100 Netherlands/Delaware
Esso N.V./S.A......................... 100 Belgium/Delaware
Esso Nederland B.V..................... 100 Netherlands
N. V. Nederlandse Gasunie(5)........... 25 Netherlands
Nederlandse Aardolie Maatschappij
B.V.(4)(5)............................ 50 Netherlands
Esso Holding Company U.K. Inc........... 100 Delaware
Esso UK plc............................ 100 England
Esso Exploration and Production UK
Limited.............................. 100 England
Esso Petroleum Company, Limited....... 100 England
Exxon Chemical Limited................. 100 England
Exxon Chemical Olefins Inc............. 100 Delaware
Esso Italiana S.p.A.(7)................. 100 Italy
Esso Norge a.s.......................... 100 Norway
Esso Sociedad Anonima Petrolera Argenti-
na..................................... 100 Argentina
Esso Societe Anonyme Francaise.......... 81.548 France
Esso Standard Oil S. A. Limited......... 100 Bahamas
Exxon Asset Management Company.......... 75.5 Delaware
Exxon Chemical Asset Management Partner-
ship(8)................................ 100 Delaware
Exxon Mobile Bay Partnership(9)........ 100 Delaware
Exxon Coal USA, Inc..................... 100 Delaware
Exxon Minerals International Inc........ 100 Delaware
Compania Minera Disputada de Las Condes
S.A................................... 99.9217 Chile
Exxon Overseas Corporation.............. 100 Delaware
Exxon Chemical Arabia Inc.............. 100 Delaware
Al-Jubail Petrochemical Company(4)(5). 50 Saudi Arabia
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
VOTING SECURITIES
OWNED BY
IMMEDIATE STATE OR COUNTRY OF
PARENT(S) ORGANIZATION
----------------- -------------------
<S> <C> <C>
Exxon Overseas Investment Corporation... 100 Delaware
Exxon Financial Services Company Limit-
ed.................................... 100 Bahamas
Esso International Shipping (Bahamas)
Co. Limited(10)...................... 100 Bahamas
Mediterranean Standard Oil Co........... 100 Delaware
Esso Trading Company of Abu Dhabi...... 100 Delaware
Exxon Pipeline Company................... 100 Delaware
Exxon Rio Holding Inc.................... 100 Delaware
Esso Brasileira de Petroleo
Limitada(11)........................... 100 Brazil
Exxon San Joaquin Production Company..... 100 Louisiana
Exxon Supply Company..................... 100 Delaware
Exxon Trading Asia Pacific Private Limit-
ed...................................... 100 Singapore
Exxon Trading Company International...... 100 Delaware
Exxon Yemen Inc.......................... 100 Delaware
Friendswood Development Company.......... 100 Arizona
Imperial Oil Limited..................... 69.6 Canada
International Colombia Resources Corpora-
tion(12)................................ 100 Delaware
SeaRiver Maritime, Inc. ................. 100 Delaware
Societe Francaise EXXON CHEMICAL......... 98.637 France
Exxon Chemical Polymeres SNC(13)........ 100 France
</TABLE>
- ---------------------
NOTES:
(1) For purposes of this list, if the registrant owns directly or indirectly
approximately 50 percent of the voting securities of any person and
approximately 50 percent of the voting securities of such person is owned
directly or indirectly by another interest, or if the registrant includes
its share of net income of any other unconsolidated person in consolidated
net income, such person is deemed to be a subsidiary.
(2) With respect to certain companies, shares in names of nominees and
qualifying shares in names of directors are included in the above
percentages.
(3) The names of other subsidiaries have been omitted from the above list
since considered in the aggregate, they would not constitute a significant
subsidiary.
(4) The registrant owns directly or indirectly approximately 50 percent of the
securities of this person and approximately 50 percent of the voting
securities of this person is owned directly or indirectly by another
single interest.
(5) The investment in this unconsolidated person is represented by the
registrant's percentage interest in the underlying net assets of such
person.
(6) Dual ownership; of the 49%, 47.468% is owned by Esso Eastern Inc. and
1.532% by Esso Sekiyu Kabushiki Kaisha.
(7) Dual ownership; of the 100%, 99% is owned by Exxon Corporation and 1% by
Exxon Overseas Corporation.
(8) Dual ownership; of the 100%, 69.8% is owned by Exxon Corporation and 30.2%
is owned by Exxon Asset Management Company.
(9) Dual ownership; of the 100%, 57% is owned by Exxon Chemical Asset
Management Partnership and 43% is owned by Exxon Corporation.
(10) Dual ownership; of the 100%, 99.6% is owned by Exxon Financial Services
Company Limited and .4% by Esso Eastern Inc.
(11) Dual ownership; of the 100%, 90% is owned by Exxon Rio Holding Inc. and
10% by Exxon Sao Paulo Holding Inc.
(12) Dual ownership; of the 100%, 55% is owned by Exxon Corporation and 45% by
Esso Holding Company Holland Inc.
(13) Dual ownership; of the 100%, 98% is owned by Societe Francaise EXXON
CHEMICALS and 2% by Societe Paris-Niel.
2
