<PAGE>
1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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, 1994
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
incorporation or organization) Identification Number)
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 (1,241,794,994 SHARES
OUTSTANDING AT FEBRUARY 28, 1995) NEW YORK STOCK EXCHANGE
REGISTERED SECURITIES GUARANTEED BY REGISTRANT:
SEARIVER MARITIME FINANCIAL HOLDINGS, INC.
TWENTY-FIVE YEAR DEBT SECURITIES DUE OCTOBER 1, 2011 NEW YORK STOCK EXCHANGE
EXXON CAPITAL CORPORATION
TWELVE YEAR 6% NOTES DUE JULY 1, 2005 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.
----
The aggregate market value of the voting stock held by non-affiliates of the
registrant on February 28, 1995, based on the closing price on that date of $63
7/8 on the New York Stock Exchange composite tape, was in excess of $79
billion.
DOCUMENTS INCORPORATED BY REFERENCE:
1994 ANNUAL REPORT TO SHAREHOLDERS (PARTS I, II AND IV)
PROXY STATEMENT DATED MARCH 10, 1995 (PART III)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXXON CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
NUMBER
------
PART I
<C> <S> <C>
Item 1. Business..................................................... 1
Item 2. Properties................................................... 1-8
Item 3. Legal Proceedings............................................ 8
Item 4. Submission of Matters to a Vote of Security Holders.......... 9
Executive Officers of the Registrant [pursuant to Instruction 3 to Reg-
ulation S-K, Item 401(b)]............................................. 9
PART II
Item 5. Market for Registrant's Common Stock and Related Shareholder
Matters...................................................... 10
Item 6. Selected Financial Data...................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 10
Item 8. Financial Statements and Supplementary Data.................. 10
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 10
PART III
Item 10. Directors and Executive Officers of the Registrant........... 10
Item 11. Executive Compensation....................................... 10
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 10
Item 13. Certain Relationships and Related Transactions............... 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.......................................................... 11
Signatures............................................................. 12-13
Index to Financial Statements.......................................... 14
Consent of Independent Accountants..................................... 14
Index to Exhibits...................................................... 15
</TABLE>
<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 or market products in the
United States and over 100 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 and chemical industries are highly competitive. There is competition
within the industries and also with other industries in supplying the energy,
fuel and chemical 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 a major producer of basic petrochemicals, including olefins
and aromatics, and a leading supplier of specialty rubbers and of additives for
fuels and lubricants. Other products manufactured include polyethylene and
polypropylene plastics, plasticizers, specialty resins, specialty and commodity
solvents 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 1994, the corporation spent $1,877 million (of which $603 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 $1.9 billion in 1995 and 1996
(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, information on oil and gas reserves is
contained on pages F24 and F25 and information on company-sponsored research
and development activities is contained on page F12 of the accompanying
financial section of the 1994 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 1994 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 1994 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 1994
Estimated proved reserves are shown on pages F24 and F25 of the accompanying
financial section of the 1994 Annual Report to shareholders. No major discovery
or other favorable or adverse event has occurred since December 31, 1994 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 1994 Annual Report to
shareholders.
2. ESTIMATES OF TOTAL NET PROVED OIL AND GAS RESERVES FILED WITH OTHER FEDERAL
AGENCIES
During 1994, 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 1993 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 1994 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 1994 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 1994 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 1994
--------------------------
OIL GAS
------------- ------------
GROSS NET GROSS NET
------ ------ ------ -----
<S> <C> <C> <C> <C>
United States..................................... 19,522 6,889 4,967 2,049
Canada............................................ 6,665 3,909 5,470 2,938
Europe............................................ 1,780 565 1,012 336
Asia-Pacific...................................... 1,166 656 439 118
Other............................................. 743 118 17 6
------ ------ ------ -----
Total............................................ 29,876 12,137 11,905 5,447
====== ====== ====== =====
</TABLE>
5. GROSS AND NET DEVELOPED ACREAGE
<TABLE>
<CAPTION>
YEAR-END 1994
-------------
GROSS NET
------ ------
(THOUSANDS OF
ACRES)
<S> <C> <C>
United States.................................................. 5,377 3,960
Canada......................................................... 4,085 1,906
Europe......................................................... 11,912 3,730
Asia-Pacific................................................... 5,652 2,904
Other.......................................................... 7,290 1,099
------ ------
Total......................................................... 34,316 13,599
====== ======
</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 1994
--------------
GROSS NET
------- ------
(THOUSANDS OF
ACRES)
<S> <C> <C>
United States................................................. 5,261 3,862
Canada........................................................ 4,383 2,492
Europe........................................................ 16,447 6,076
Asia-Pacific.................................................. 51,428 21,943
Other......................................................... 47,361 18,865
------- ------
Total........................................................ 124,880 53,238
======= ======
</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. All undeveloped Athabasca
oil sands leases are currently in their second 21-year term after being renewed
between 1980 and 1987. They may be renewed for a third term of 15 years if the
leaseholder files a development plan with the Alberta regulatory authority. The
regulatory approval received for Syncrude has set the expiry date of the
current production lease at 2025.
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. A new law, effective July 15, 1994, requires a
bidding process prior to granting of an exploration permit. 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 typically
have an overall term of 20 years with possible extensions to the exploration
or development periods. The exploration period is usually 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 typically 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 with 25 percent of the remaining
acreage relinquished at each renewal. 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>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
A. Net Productive Exploratory Wells Drilled
United States................................................. 5 2 5
Canada........................................................ -- 2 3
Europe........................................................ 6 7 11
Asia-Pacific.................................................. 9 7 16
Other......................................................... 3 3 2
--- --- ---
Total........................................................ 23 21 37
--- --- ---
B. Net Dry Exploratory Wells Drilled
United States................................................. 3 12 11
Canada........................................................ 2 1 2
Europe........................................................ 6 6 13
Asia-Pacific.................................................. 7 6 10
Other......................................................... 5 1 7
--- --- ---
Total........................................................ 23 26 43
--- --- ---
C. Net Productive Development Wells Drilled
United States................................................. 188 193 109
Canada........................................................ 143 216 50
Europe........................................................ 25 19 22
Asia-Pacific.................................................. 57 61 64
Other......................................................... 10 10 12
--- --- ---
Total........................................................ 423 499 257
--- --- ---
D. Net Dry Development Wells Drilled
United States................................................. 15 24 17
Canada........................................................ 9 6 --
Europe........................................................ 1 -- --
Asia-Pacific.................................................. -- 3 3
Other......................................................... -- 2 3
--- --- ---
Total........................................................ 25 35 23
--- --- ---
Total number of net wells drilled............................. 494 581 360
=== === ===
</TABLE>
5
<PAGE>
9. PRESENT ACTIVITIES
A. Wells Drilling -- Year-End 1994
<TABLE>
<CAPTION>
GROSS NET
----- ---
<S> <C> <C>
United States...................................................... 80 34
Canada............................................................. 8 4
Europe............................................................. 32 9
Asia-Pacific....................................................... 14 8
Other.............................................................. 6 2
--- ---
Total............................................................. 140 57
=== ===
</TABLE>
B. Review of Principal Ongoing Activities in Key Areas
UNITED STATES
During 1994, 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 significant ongoing activities are:
. Exploration and delineation of additional hydrocarbon resources
continued. At year-end 1994, Exxon's inventory of undeveloped acreage
totaled 3.9 million net acres. Exxon is active in areas onshore and
offshore in the lower 48 states and in Alaska. A total of 8 net
exploration and delineation wells were completed during 1994.
. During 1994, 150 net development wells were completed within and around
mature fields in the inland lower 48 states.
. Exxon's net acreage in the Gulf of Mexico at year-end 1994 was 1.2
million acres. A total of 33 net exploratory and development wells were
completed during the year.
. There were no new major projects which started up in 1994. The Ram-
Powell project was approved which will involve setting a tension-leg
platform (TLP) in approximately 3200 feet of water and drilling 17
initial development wells. Start up is expected in 1997.
. Participation in Alaska production and development continued. The second
phase of a major Prudhoe Bay Unit gas handling expansion project was
started up in September 1994. This additional gas handling capacity will
help slow the natural decline from this giant oil field. At the Point
McIntyre field, water injection and oil production from the second drill
site began in July 1994. Production rates increased to 46 thousand
barrels per day (net) by year-end.
CANADA
During 1994, 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 significant ongoing activities are:
. Commercial bitumen production from Cold Lake averaged 84 thousand
barrels per day during 1994. Plans progressed to expand the steam-
injection, bitumen recovery operations. When complete in 1996, bitumen
production should increase more than 20 thousand barrels per day.
6
<PAGE>
. The Syncrude plant, 25 percent owned by Imperial and located in northern
Alberta, completed its 16th year of operations. Gross synthetic crude
production averaged 190 thousand barrels per day in 1994.
OUTSIDE NORTH AMERICA
During 1994, exploration activities were conducted by Exxon Exploration
Company and producing activities by Exxon Company, International, both
divisions of Exxon Corporation. Some of the more significant ongoing activities
include:
United Kingdom
Exxon's share of licenses held in United Kingdom waters totaled 1.7 million
net acres at year-end 1994, with 19.4 net exploration and development wells
completed during the year. In 1994, first production began at the Nelson,
Galleon and Brent South fields and development of the Pelican and Schooner
fields was approved. Barque Extension field is scheduled to start up in 1995
while redevelopment of the Brent field is proceeding as planned.
Netherlands
Exxon's interest in licenses totaled 2.7 million net acres at year-end 1994.
During the year, 6.0 net exploration and development wells were completed.
Onshore operations continued at Groningen, one of the world's largest gas
fields. Also onshore, the Munnekezijl field started up in 1994, while the
Pernis-West field is expected to start up in 1995.
Norway
A total of 0.3 million net acres offshore were under license to Exxon at
year-end 1994, and 5.0 net exploration and development wells were completed
during the year. Production was initiated at the Tordis and Statfjord East
fields while the Odin field ceased production during 1994. Projects for
development of the Statfjord North and Sleipner West fields are continuing as
planned, with first production currently scheduled for 1995-1996.
France
Exxon holds 0.9 million net acres onshore under license in France. During
1994, 4.6 net exploration and development wells were drilled and completed.
Germany
A total of 3.9 million net acres were held by Exxon in Germany at year-end
1994, with 3.5 net exploration and development wells drilled and completed
during the year.
Australia
Exxon's year-end 1994 acreage holdings totaled 7.7 million net acres onshore
and 2.7 million net acres offshore, with exploration and production activities
underway in both areas. During 1994, 13.5 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.
Malaysia
Exxon has interests in production sharing contracts covering 4.2 million net
acres offshore Peninsular Malaysia. During 1994, a total of 58.5 net
exploration and development wells were
7
<PAGE>
completed. Development activity continued in the Seligi field with the
continuation of development drilling. Also, additional compression facilities
were installed at the Jerneh field with commissioning expected in 1995.
Development drilling was initiated on the Guntong D and Tabu B platforms.
Indonesia
Exxon acreage holdings totaled 2.4 million net acres onshore and 0.5 million
net acres offshore Indonesia, with exploration and production activities being
undertaken in both areas. A total of 0.5 net exploration and development wells
were completed during 1994.
Thailand
Exxon's net interest acreage in the Khorat concession onshore Thailand
totaled 0.1 million acres at year-end 1994.
Republic of Yemen
Exxon's net interest acreage in the Republic of Yemen production sharing
agreement areas totaled 0.9 million acres onshore at year-end 1994. During
1994, 7.7 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 with 5.0 net
exploration and development wells completed during 1994.
Colombia
A total of 0.2 million net acres onshore were held by Exxon at year-end 1994,
with 1.3 net exploration and development wells being completed during the year.
WORLDWIDE EXPLORATION
Exploration activities were underway during 1994 in several areas in which
Exxon has no established production operations. A total of 25.9 million net
acres were held at year-end 1994, and 3.5 net exploration wells were completed
during the year.
ITEM 3. LEGAL PROCEEDINGS.
As reported in the registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, the U.S. Environmental Protection Agency ("EPA") has
issued a notice to Exxon Chemical Company alleging violation of certain new
source performance standards under the Clean Air Act applicable to a volatile
organic compound storage tank. In December 1994, the EPA proposed a penalty of
$144,000.
The registrant believes that the EPA and the U.S. Department of Justice are
contemplating bringing a proceeding against the registrant to recover penalties
for alleged violations of the Clean Air Act, the Clean Water Act and the
Resource Conservation and Recovery Act at the registrant's Baton Rouge
Refinery.
Refer to the relevant portions of Note 18 on page F18 of the accompanying
financial section of the 1994 Annual Report to shareholders for further
information on legal proceedings.
8
<PAGE>
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 1995 TITLE (HELD OFFICE SINCE)
---- --------- -----------------------------------------------
<S> <C> <C>
L. R. Raymond........... 56 Chairman of the Board (1993)
C. R. Sitter............ 64 President (1993)
E. J. Hess.............. 61 Senior Vice President (1993)
H. J. Longwell.......... 53 Senior Vice President (1995)
R. E. Wilhelm........... 54 Senior Vice President (1990)
A. W. Atkiss............ 55 Vice President -- Public Affairs (1995)
A. L. Condray........... 52 Vice President (1995)
W. B. Cook.............. 59 Vice President and Controller (1994)
R. Dahan................ 53 Vice President (1992)
S. F. Goldmann.......... 50 General Manager -- Corporate Planning (1993)
G. L. Graves............ 56 Vice President -- Environment and Safety (1993)
C. W. Matthews, Jr. .... 50 Vice President and General Counsel (1995)
T. J. McDonagh, M.D..... 63 Vice President -- Medicine and Occupational
Health (1981)
R. B. Nesbitt........... 61 Vice President (1992)
E. A. Robinson.......... 61 Vice President and Treasurer (1983)
C. D. Roxburgh.......... 56 Vice President (1995)
D. S. Sanders........... 55 Vice President -- Human Resources (1994)
D. E. Smiley............ 63 Vice President -- Washington Office (1978)
P. E. Sullivan.......... 51 Vice President and General Tax Counsel (1995)
J. L. Thompson.......... 55 Vice President (1991)
T. P. Townsend.......... 58 Vice President -- Investor Relations (1990)
and Secretary (1995)
</TABLE>
For at least the past five years, Messrs. Raymond, Sitter, Hess, Wilhelm,
McDonagh, Robinson, Smiley and Townsend have been employed as executives of the
registrant.
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, 1994.
<TABLE>
<S> <C>
Exxon Chemical Company................ Nesbitt and Sanders
Exxon Coal and Minerals Company....... Roxburgh
Exxon Company, International.......... Atkiss, Cook, Dahan, Graves, Longwell,
Roxburgh and Thompson
Exxon Company, U.S.A.................. Condray, Goldmann, Longwell, Matthews,
Sanders and Sullivan
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.
9
<PAGE>
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 1994 Annual Report to
shareholders.
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated by reference to page F3 of the accompanying financial section of
the 1994 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 1994 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 8
(excluding the portion of page 8 entitled "Transactions with Management") of
the registrant's definitive proxy statement dated March 10, 1995.
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference to the fourth through seventh paragraphs of page 2,
and pages 9 through 12 (excluding the portion of page 12 entitled "Board
Compensation Committee Report on Executive Compensation") of the registrant's
definitive proxy statement dated March 10, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference to the relevant portions of pages 4 through 8
(excluding the portion of page 8 entitled "Transactions with Management" and
"Section 16(a) Reports") of the registrant's definitive proxy statement dated
March 10, 1995.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference to the portion of page 8 entitled "Transactions
with Management" of the registrant's definitive proxy statement dated March 10,
1995.
10
<PAGE>
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 on page 14 of this Annual Report on
Form 10-K.
(a) (3) Exhibits:
See Index to Exhibits on page 15 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 1994.
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
By: /s/ LEE R. RAYMOND
----------------------------------
(Lee R. Raymond,
Chairman of the Board)
Dated March 10, 1995
----------------
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS JAMES I.
ALCOCK, RICHARD E. GUTMAN AND FRANK A. RISCH, 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 10, 1995
- ------------------------------------------- (Principal Executive Officer)
(Lee R. Raymond)
/s/ RANDOLPH W. BROMERY Director March 10, 1995
- -------------------------------------------
(Randolph W. Bromery)
/s/ D. WAYNE CALLOWAY Director March 10, 1995
- -------------------------------------------
(D. Wayne Calloway)
/s/ JESS HAY Director March 10, 1995
- -------------------------------------------
(Jess Hay)
</TABLE>
12
<PAGE>
<TABLE>
<S> <C> <C>
/s/ JAMES R. HOUGHTON Director March 10, 1995
- -------------------------------------------
(James R. Houghton)
/s/ WILLIAM R. HOWELL Director March 10, 1995
- -------------------------------------------
(William R. Howell)
/s/ PHILIP E. LIPPINCOTT Director March 10, 1995
- -------------------------------------------
(Philip E. Lippincott)
/s/ MARILYN CARLSON NELSON Director March 10, 1995
- -------------------------------------------
(Marilyn Carlson Nelson)
/s/ CHARLES R. SITTER Director March 10, 1995
- -------------------------------------------
(Charles R. Sitter)
/s/ JOHN H. STEELE Director March 10, 1995
- -------------------------------------------
(John H. Steele)
/s/ ROBERT E. WILHELM Director March 10, 1995
- -------------------------------------------
(Robert E. Wilhelm)
/s/ JOSEPH D. WILLIAMS Director March 10, 1995
- -------------------------------------------
(Joseph D. Williams)
/s/ W. BRUCE COOK Controller (Principal March 10, 1995
- ------------------------------------------- Accounting Officer)
(W. Bruce Cook)
/s/ EDGAR A. ROBINSON Treasurer (Principal March 10, 1995
- ------------------------------------------- Financial Officer)
(Edgar A. Robinson)
</TABLE>
13
<PAGE>
INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon of
Price Waterhouse LLP dated February 22, 1995, 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 1994 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 1994 Annual Report to shareholders
is deemed to be filed as part of this Annual Report on Form 10-K under Item 8.
Consolidated Financial Statement Schedules have been omitted because they are
not applicable or the required information is shown in the consolidated
financial statements or notes thereto.
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
Financial Holdings, Inc. (formerly Exxon Shipping
Company)
</TABLE>
of our report dated February 22, 1995 appearing on page F11 of the accompanying
financial section of the 1994 Annual Report to shareholders of Exxon
Corporation which is incorporated as Exhibit 13 in this Annual Report on Form
10-K.
Price Waterhouse LLP
Dallas, Texas
March 10, 1995
14
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
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
(incorporated by reference to Exhibit 3(ii) to the
registrant's Annual Report on Form 10-K for 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 (incorporated by
reference to Exhibit 10(iii)(b) to the registrant's
Annual Report on Form 10-K for 1993).*
10(iii)(c). Registrant's Restricted Stock Plan for Nonemployee
Directors, as amended.*
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 (incorporated by
reference to Exhibit 10(iii)(e) to the registrant's
Annual Report on Form 10-K for 1993).*
12. Computation of ratio of earnings to fixed charges.
13. Pages F1 and F3 through F27 of the Financial Section of
the registrant's 1994 Annual Report to shareholders.
21. Subsidiaries of the registrant.
23. Consent of Independent Accountants (contained on page 14
of this Annual Report on Form 10-K).
27. Financial Data Schedule (included only in the electronic
filing of this document).
</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.
15
<PAGE>
EXHIBIT 10(iii)(c)
EXXON CORPORATION
RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS
(As amended through October 26, 1994)
I. Purpose. The purpose of the Restricted Stock Plan of 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.
1
<PAGE>
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.
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.
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
2
<PAGE>
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.
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 12
EXXON CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1994 1993 1992 1991 1990
------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
Income before cumulative effect of
accounting changes.................. $5,100 $5,280 $4,810 $ 5,600 $ 5,010
Excess/(shortfall) of dividends over
earnings of affiliates owned less
than 50% accounted for by the equity
method.............................. (20) (24) (28) (75) 16
Provision for income taxes(1)........ 3,025 3,113 2,811 3,304 3,482
Capitalized interest................. (306) (291) (287) (256) (134)
Minority interests in earnings of
consolidated subsidiaries........... 231 246 229 150 250
------ ------ ------ ------- -------
8,030 8,324 7,535 8,723 8,624
------ ------ ------ ------- -------
Fixed Charges:(1)
Interest expense--borrowings........ 530 533 580 711 1,139
Capitalized interest................ 405 374 364 331 210
Rental expense representative of in-
terest factor...................... 401 387 382 391 355
Dividends on preferred stock........ 3 7 29 27 36
------ ------ ------ ------- -------
1,339 1,301 1,355 1,460 1,740
------ ------ ------ ------- -------
Total adjusted earnings available for
payment of fixed charges............ $9,369 $9,625 $8,890 $10,183 $10,364
====== ====== ====== ======= =======
Number of times fixed charges are
earned.............................. 7.0 7.4 6.6 7.0 6.0
</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
Page
- --------------------------------------------------------------------------------
Business Profile......(NOT INCLUDED IN ELECTRONIC FILING).................. 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.............................................. F13
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. Fair Value of Financial Instruments................................... F15
14. Interest Rate Swap, Currency Exchange and Commodity Contracts......... F15
15. Annuity Benefits...................................................... F15
16. Other Postretirement Benefits......................................... F16
17. Incentive Program..................................................... F17
18. Litigation and Other Contingencies.................................... F18
19. Income, Excise and Other Taxes........................................ F19
20. Distribution of Earnings and Assets................................... F20
Quarterly Information...................................................... F21
Supplemental Information on Oil and Gas Exploration and
Production Activities...................................................F22-F26
Operating Summary.......................................................... F27
<PAGE>
FINANCIAL SUMMARY F3
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
- --------------------------------------------------------------------------------------------------------------------------------
(millions of dollars, except per share amounts)
<S> <C> <C> <C> <C> <C>
Sales and other operating revenue
Petroleum and natural gas $100,409 98,808 104,282 103,752 104,102
Chemicals 9,544 8,641 9,131 9,171 9,591
Other and eliminations 2,175 2,083 2,259 2,145 2,101
-------- ------- ------- ------- -------
Total sales and other operating revenue 112,128 109,532 115,672 115,068 115,794
Earnings from equity interests and other revenue 1,776 1,679 1,434 1,424 1,146
-------- ------- ------- ------- -------
Revenue $113,904 111,211 117,106 116,492 116,940
======== ======= ======= ======= =======
Earnings
Petroleum and natural gas
Exploration and production $ 2,782 3,313 3,374 3,128 4,038
Refining and marketing 1,389 2,015 1,574 2,555 1,315
-------- ------- ------- ------- -------
Total petroleum and natural gas 4,171 5,328 4,948 5,683 5,353
Chemicals 954 411 451 512 522
Other operations 409 138 254 224 244
Corporate and financing (434) (597) (843) (819) (1,109)
-------- ------- ------- ------- -------
Earnings before cumulative effect of accounting changes 5,100 5,280 4,810 5,600 5,010
Cumulative effect of accounting changes - - (40) - -
-------- ------- ------- ------- -------
Net income $ 5,100 5,280 4,770 5,600 5,010
======== ======= ======= ======= =======
Net income per common share $ 4.07 4.21 3.79 4.45 3.96
-- before cumulative effect of accounting changes $ 4.07 4.21 3.82 4.45 3.96
Cash dividends per common share $ 2.91 2.88 2.83 2.68 2.47
Net income to average shareholders' equity (percent) 14.1 15.4 13.9 16.5 15.8
Net income to total revenue (percent) 4.5 4.7 4.1 4.8 4.3
Working capital $ (3,033) (3,731) (3,239) (3,842) (5,689)
Ratio of current assets to current liabilities 0.84 0.80 0.84 0.82 0.76
Total additions to property, plant and equipment $ 6,568 6,919 7,138 7,262 6,474
Property, plant and equipment, less allowances $ 63,425 61,962 61,799 63,864 62,688
Total assets $ 87,862 84,145 85,030 87,560 87,707
Exploration expenses, including dry holes $ 666 648 808 914 957
Research and development costs $ 558 593 624 679 637
Long-term debt $ 8,831 8,506 8,637 8,582 7,687
Total debt $ 12,689 12,615 13,424 13,042 13,777
Fixed charge coverage ratio 7.0 7.4 6.6 7.0 6.0
Debt to capital (percent) 24.3 25.3 26.8 25.6 27.7
Shareholders' equity at year-end $ 37,415 34,792 33,776 34,927 33,055
Shareholders' equity per common share $ 30.13 28.02 27.20 28.12 26.54
Average number of common shares outstanding (millions) 1,242 1,242 1,242 1,244 1,248
Number of registered shareholders at year-end (thousands) 608 622 629 616 639
Wages, salaries and employee benefits $ 5,881 5,916 5,985 6,081 5,881
Number of employees at year-end (thousands) 86 91 95 101 104
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS F4
REVIEW OF 1994 RESULTS
Net income of $5,100 million in 1994 compared with $5,280 million in 1993.
Liquids production, refinery throughput and sales of natural gas, petroleum
products, chemicals, coal and copper were all above levels achieved in 1993.
Chemicals earnings more than doubled from a year ago and minerals moved into a
substantial net profit position. Results in 1994 included $489 million from
asset sales and tax related special credits ($423 million for the fourth
quarter), while 1993 included $676 million of such credits ($113 million for
the fourth quarter).
Revenue for 1994 totaled $114 billion, up 2 percent from 1993, and the
cost of crude and product purchases increased 1 percent.
The combined total of operating costs (including operating, selling,
general, administrative, exploration, depreciation and depletion expenses) was
2 percent higher than 1993 as a result of growth in production and sales
volumes and a general weakening of the U.S. dollar. Worldwide unit operating
costs in 1994 were lower. Interest expense in 1994 was 14 percent higher than
in 1993 reflecting higher interest rates.
Exploration and Production
As a result of a decline in worldwide crude prices in 1994, Exxon's average
crude realization was down by more than $1.30 per barrel from 1993. Worldwide
liquids production of 1,709 kbd (thousand barrels per day) was up from 1,667
kbd in 1993, principally as a result of record production from the North Sea
and increased production from new developments in the U.S. Despite unseasonably
warm temperatures in both the U.S. and Europe during the fourth quarter,
worldwide natural gas production in 1994 of 5,978 mcfd (million cubic feet per
day) rose by 153 mcfd versus 1993, with the growth coming mainly from new
developments in the U.S. and Malaysia. Earnings from U.S. exploration and
production operations were $852 million, compared with $935 million in 1993.
Outside the U.S., earnings from exploration and production operations were
$1,930 million, versus $2,378 million in 1993. This reduction was due primarily
to lower crude prices, lower European gas sales, foreign exchange effects and
lower special credits from asset sales and tax rate changes.
Refining and Marketing
Refining and marketing earnings were lower in 1994 than in 1993 due to much
weaker industry refining margins and a significant increase in scheduled
refining maintenance activities. However, Exxon's worldwide petroleum product
sales of 5,028 kbd were up from 4,925 kbd in 1993, with increases in clean
product sales in most major markets. Also, earnings benefited from record sales
and earnings in the lubes and specialties product lines. U.S. refining and
marketing earnings were $243 million, compared with $465 million in 1993.
Earnings from refining and marketing operations outside the U.S. were $1,146
million, versus $1,550 million in 1993.
Chemicals
Earnings from worldwide chemical operations totaled $954 million, more than
double the earnings level of 1993, as the recovery in the worldwide chemical
industry gained momentum throughout the year. Industry margins, driven by
increased demand and tight industry supplies, were up sharply. In 1994, Exxon
achieved record sales volumes of 13,192 thousand metric tons, up 5 percent
versus the prior year.
Other Operations
Earnings from other operating segments totaled $409 million, up from $138
million in 1993. Power earnings increased reflecting returns on a higher asset
base. Coal production increased, copper production was at a record level and
copper prices were much improved. Results also included significant credits
from asset sales.
Corporate and Financing
Corporate and financing charges of $434 million in 1994 compared with $597
million in 1993 as tax related credits in 1994 exceeded similar credits in 1993.
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.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS F5
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 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 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.
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 one of the potentially
responsible parties by the U.S. Environmental Protection Agency. The
involvement of other financially responsible companies at these multi-party
sites mitigates Exxon's actual joint and several liability exposure. At
present, no individual site is expected to have losses material to Exxon's
operations, financial condition or liquidity.
At the end of 1994, accumulated site restoration and environmental
provisions amounted to $2.5 billion, including charges made against income of
$160 million in 1994, $331 million in 1993 and $256 million in 1992. 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 RESULTS OF
OPERATIONS F6
In 1994, the corporation spent $1,877 million (of which $603 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 $1.9 billion in 1995 and 1996
(with capital expenditures in each year representing about 35 percent of the
total).
TAXES
Income, excise and other taxes and duties totaled $36.3 billion in 1994, an
increase of $2.1 billion, or 6 percent. Income tax expense, both current and
deferred, was $2.7 billion compared to $2.8 billion in 1993, reflecting lower
pre-tax income in 1994. The effective income tax rate stayed the same at 38.5
percent. Excise taxes and other taxes and duties were $2.2 billion higher
reflecting increased sales and higher tax rates during 1994.
Income, excise and other taxes and duties totaled $34.2 billion in
1993, a decline of $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.
LIQUIDITY AND CAPITAL RESOURCES
In 1994, cash provided by operating activities totaled $9.9 billion, down
$1.7 billion from 1993. Major sources of funds were net income of $5.1 billion
and non-cash provisions of $5.0 billion for depreciation and depletion.
Cash used in investing activities totaled $5.4 billion, down from $6.1
billion in 1993, as a result of lower additions to property, plant and
equipment and increased proceeds from asset dispositions.
Cash used in financing activities was $4.2 billion. Dividend payments
on common shares were increased from $2.88 per share to $2.91 per share and
totaled $3.7 billion, a payout of 71 percent.
Net working capital increased by $0.7 billion to a negative $3.0
billion, with a $0.3 billion reduction in short-term debt a primary factor.
Consolidated debt increased $0.1 billion to $12.7 billion. Shareholders' equity
increased by $2.6 billion to $37.4 billion, resulting in a decline in the ratio
of debt to capital to 24 percent in 1994 compared to 25 percent in 1993.
As discussed in note 14 to the consolidated financial statements, the
corporation's financial derivative activities are limited to simple risk
management strategies. The corporation does not trade in financial derivatives
nor does it use financial derivatives with leveraged features. The
corporation's derivative activities pose no material credit or market risks to
Exxon's operations, financial condition or liquidity.
As discussed in note 18 to the consolidated financial statements, a
number of lawsuits, including class actions, have been brought in various
courts against Exxon Corporation and certain of its subsidiaries relating to
the accidental release of crude oil from the grounding of the tanker Exxon
Valdez in 1989. During 1994, a Federal District Court jury in Anchorage,
Alaska, returned compensatory and punitive damage verdicts in the civil
litigation resulting from the grounding. The District Court has denied the
corporation's motions to overturn or reduce the punitive verdict, and the
corporation plans to appeal this verdict following entry of a final judgment by
the District Court. The corporation believes that this $5 billion verdict is
unjustified and should be set aside or substantially reduced by appellate
courts. The compensatory award is subject to a number of adjustments by the
District Court, and is subject to appeal. Since it is impossible to estimate
what the ultimate earnings impact will be, no charge was taken in 1994 related
to these verdicts.
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
this issue and several other issues, notably a settlement of gas lifting
imbalances in the common border area between the Netherlands and Germany, is
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 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 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.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS F7
CAPITAL AND EXPLORATION EXPENDITURES
Capital and exploration expenditures in 1994 were $7.8 billion compared to
$8.2 billion in 1993.
Exploration and production spending totaled $4.0 billion in 1994, down
12 percent from $4.6 billion in 1993, reflecting the completion of major
projects in the Gulf of Mexico, offshore California and Alaska.
Capital investments in refining and marketing and chemicals totaled
$2.2 billion and $0.6 billion, respectively, essentially the same as in 1993.
Investments in Hong Kong Power increased 33 percent in 1994 to $0.6
billion, as construction activity continued at the Black Point power station
project.
Capital and exploration expenditures in the U.S. totaled $2.0 billion
in 1994, down $0.4 billion on the completion in 1993 of several major
production projects. Spending outside the U.S. of $5.8 billion was essentially
the same as in 1993. Total capital and exploration expenditures in 1995 should
exceed the 1994 level as Exxon maintains its focus on profitable growth
opportunities.
Firm commitments related to capital projects underway at year-end 1994
totaled approximately $2.4 billion, with the largest single commitment being
$0.9 billion associated with the Hong Kong Power Black Point project. Similar
commitments were $3.3 billion at the end of 1993. 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
1994 1993
- ---------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 1,157 $ 983
Other marketable securities 618 669
Notes and accounts receivable, less estimated doubtful amounts 8,073 6,860
Inventories
Crude oil, products and merchandise 4,717 4,616
Materials and supplies 824 856
Prepaid taxes and expenses 1,071 875
------- -------
Total current assets 16,460 14,859
Investments and advances 5,394 4,790
Property, plant and equipment, at cost, less accumulated depreciation and depletion 63,425 61,962
Other assets, including intangibles, net 2,583 2,534
------- -------
Total assets $87,862 $84,145
======= =======
Liabilities
Current liabilities
Notes and loans payable $ 3,858 $ 4,109
Accounts payable and accrued liabilities 13,391 12,122
Income taxes payable 2,244 2,359
------- -------
Total current liabilities 19,493 18,590
Long-term debt 8,831 8,506
Annuity reserves and accrued liabilities 7,792 8,153
Deferred income tax liabilities 11,435 10,939
Deferred credits 728 770
Equity of minority and preferred shareholders in affiliated companies 2,168 2,395
------- -------
Total liabilities 50,447 49,353
Shareholders' Equity
Preferred stock without par value (authorized 200 million shares) 554 668
Guaranteed LESOP obligation (613) (716)
Common stock without par value (authorized 2 billion shares, 1,813 million issued) 2,822 2,822
Earnings reinvested 50,821 49,365
Cumulative foreign exchange translation adjustment 848 (370)
Common stock held in treasury, at cost (571 million shares in 1994 and 1993) (17,017) (16,977)
------- -------
Total shareholders' equity 37,415 34,792
------- -------
Total liabilities and shareholders' equity $87,862 $84,145
======= =======
</TABLE>
The information on pages F11 through F20 is an integral part of these
statements.
<PAGE>
CONSOLIDATED STATEMENT OF INCOME F9
<TABLE>
<CAPTION>
1994 1993 1992
- -----------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C>
Revenue
Sales and other operating revenue, including excise taxes $112,128 $109,532 $115,672
Earnings from equity interests and other revenue, including
$112 million in 1992 from gain on sale of non-U.S. investment 1,776 1,679 1,434
-------- -------- --------
Total revenue 113,904 111,211 117,106
-------- -------- --------
Costs and other deductions
Crude oil and product purchases 46,430 46,124 48,552
Operating expenses 12,128 12,111 12,927
Selling, general and administrative expenses 7,226 7,009 7,432
Depreciation and depletion 5,015 4,884 5,044
Exploration expenses, including dry holes 666 648 808
Interest expense 773 681 784
Excise taxes 12,445 11,707 12,512
Other taxes and duties 21,184 19,745 21,513
Income applicable to minority and preferred interests 233 250 247
-------- -------- --------
Total costs and other deductions 106,100 103,159 109,819
-------- -------- --------
Income before income taxes 7,804 8,052 7,287
Income taxes 2,704 2,772 2,477
-------- -------- --------
Income before cumulative effect of accounting changes 5,100 5,280 4,810
Cumulative effect of accounting changes - - (40)
-------- -------- --------
Net income $ 5,100 $ 5,280 $ 4,770
-------- -------- --------
Per common share - income before cumulative effect of accounting
changes (dollars) $ 4.07 $ 4.21 $ 3.82
- cumulative effect of accounting changes (dollars) - - $ (0.03)
- net income (dollars) $ 4.07 $ 4.21 $ 3.79
=====================================================================================================
</TABLE>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
1994 1993 1992
---------------------------------------------------------------
Shares Dollars Shares Dollars Shares Dollars
- --------------------------------------------------------------------------------------------------------------------------------
(millions)
<S> <C> <C> <C> <C> <C> <C>
Preferred stock outstanding at end of year 9 $ 554 11 $ 668 13 $ 770
----- ----- -----
Guaranteed LESOP obligation (613) (716) (818)
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 49,365 47,697 46,483
Net income for year 5,100 5,280 4,770
Dividends - common and preferred shares (3,644) (3,612) (3,556)
-------- -------- --------
At end of year 50,821 49,365 47,697
-------- -------- --------
Cumulative foreign exchange translation adjustment
At beginning of year (370) 192 2,443
Change during the year 1,218 (562) (2,251)
-------- -------- --------
At end of year 848 (370) 192
-------- -------- --------
Common stock held in treasury, at cost
At beginning of year (571) (16,977) (571) (16,887) (571) (16,774)
Acquisitions (4) (220) (5) (323) (6) (358)
Dispositions 4 180 5 233 6 245
----- -------- ----- -------- ----- --------
At end of year (571) (17,017) (571) (16,977) (571) (16,887)
----- -------- ----- -------- ----- --------
Shareholders' equity at end of year $ 37,415 $ 34,792 $ 33,776
======== ======== ========
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>
1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C>
Cash flows from operating activities
Net income
Accruing to Exxon shareholders $ 5,100 $ 5,280 $ 4,770
Accruing to minority and preferred interests 233 250 247
Adjustments for non-cash transactions
Depreciation and depletion 5,015 4,884 5,044
Deferred income tax charges/(credits) 260 64 (1,285)
Annuity and accrued liability provisions (662) 255 1,34
Dividends received which were less than equity in current earnings of equity companies (3) (9) (33)
Changes in operational working capital, excluding cash and debt
Reduction/(increase) - Notes and accounts receivable (923) 965 (136)
- Inventories 180 156 (71)
- Prepaid taxes and expenses (111) (4) 96
Increase/(reduction) - Accounts and other payables 565 (93) (212)
All other items - net 197 (245) (149)
------- ------- -------
Net cash provided by operating activities 9,851 11,503 9,611
------- ------- -------
Cash flows from investing activities
Additions to property, plant and equipment (6,643) (6,956) (7,225)
Sales of subsidiaries and property, plant and equipment 1,359 1,095 982
Additional investments and advances (309) (331) (363)
Sales of investments and collection of advances 158 168 134
Additions to other marketable securities (1,341) (1,323) (1,079)
Sales of other marketable securities 1,354 1,246 518
------- ------- -------
Net cash used in investing activities (5,422) (6,101) (7,033)
------- ------- -------
Net cash generation before financing activities 4,429 5,402 2,578
------- ------- -------
Cash flows from financing activities
Additions to long-term debt 1,221 1,635 1,190
Reductions in long-term debt (377) (313) (513)
Additions to short-term debt 330 249 271
Reductions in short-term debt (1,205) (1,168) (481)
Changes in debt with less than 90 day maturity 5 (1,112) 272
Cash dividends to Exxon shareholders (3,659) (3,630) (3,575)
Cash dividends to minority interests (420) (249) (257)
Additions to minority interests and sales/(redemptions) of affiliate preferred stock 25 (500) 180
Common stock acquired (220) (323) (358)
Common stock sold 66 131 148
------- ------- -------
Net cash used in financing activities (4,234) (5,280) (3,123)
------- ------- -------
Effects of exchange rate changes on cash (21) (37) (53)
------- ------- -------
Increase/(decrease) in cash and cash equivalents 174 85 (598)
Cash and cash equivalents at beginning of year 983 898 1,496
------- ------- -------
Cash and cash equivalents at end of year $ 1,157 $ 983 $ 898
======= ======= =======
</TABLE>
The information on pages F11 through F20 is an integral part of these
statements.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS F11
Price Waterhouse LLP Dallas, Texas
February 22, 1995
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, 1994 and 1993,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1994, 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. Interest rate swap agreements are used to modify the
interest rates on certain debt obligations. The interest differentials to be
paid or received under such swaps are recognized over the life of the
agreements as adjustments to interest expense. Currency exchange contracts are
used to reduce the risk of adverse foreign currency movements related to
certain foreign currency debt obligations. The gains or losses arising from
currency exchange contracts offset foreign exchange gains or losses on the
underlying assets or liabilities and are recognized as offsetting adjustments
to the carrying amounts. Commodity swap and futures contracts are used to
mitigate the risk of unfavorable price movements on certain crude and petroleum
product purchases and sales. Gains or losses on these contracts are recognized
as adjustments to purchase costs or to sales revenue.
Investments in marketable debt securities are expected to be held to
maturity and are stated at amortized cost.
The fair value of financial instruments is determined by reference to
various market data and other valuation techniques as appropriate.
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
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F12
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 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 $270 million at the end
of 1994 and $92 million at the end of 1993.
Research and development costs totaled $558 million in 1994, $593
million in 1993 and $624 million in 1992.
Net income included aggregate foreign exchange transaction losses of
$30 million in 1994, gains of $61 million in 1993 and losses of $118 million in
1992.
In 1994, 1993 and 1992, net income included gains of $8 million, $86
million and $10 million, respectively, attributable to the combined effects of
LIFO inventory accumulations and draw-downs. The aggregate replacement cost of
inventories was estimated to exceed their LIFO carrying values by $2,430
million and $2,109 million at December 31, 1994 and 1993, 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: 1994 - $839 million; 1993 - $742
million; 1992 - $829 million. Cash payments for income taxes were: 1994 -
$2,548 million; 1993 - $2,470 million; 1992 - $2,715 million.
5. Additional Working Capital Data
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
1994 1993
- --------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
Notes and accounts receivable
Trade, less reserves of $75 million and $89 million $ 6,292 $ 5,427
Other, less reserves of $31 million and $29 million 1,781 1,433
------- -------
$ 8,073 $ 6,860
======= =======
Notes and loans payable
Bank loans $ 1,175 $ 1,189
Commercial paper 2,025 1,891
Long-term debt due within one year 624 1,003
Other 34 26
------- -------
$ 3,858 $ 4,109
======= =======
Accounts payable and accrued liabilities
Trade payables $ 7,466 $ 6,910
Obligations to equity companies 803 767
Accrued taxes other than income taxes 2,760 2,369
Other 2,362 2,076
------- -------
$13,391 $12,122
======= =======
</TABLE>
On December 31, 1994, unused credit lines for short-term financing totaled
approximately $6.5 billion. Of this total, $4.7 billion support commercial
paper programs under terms negotiated when drawn. The weighted average interest
rate on short-term borrowings outstanding at December 31, 1994 and 1993 was 6.3
percent and 4.2 percent, respectively.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F13
6. Investments and Advances
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
1994 1993
- --------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
In less than majority-owned companies
Carried at equity in underlying assets
Investments $3,623 $3,205
Advances 448 408
------ ------
4,071 3,613
Carried at cost or less 158 148
------ ------
4,229 3,761
Long-term receivables and miscellaneous investments at cost
or less 1,165 1,029
------ ------
Total $5,394 $4,790
====== ======
</TABLE>
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). 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>
1994 1993 1992
-------------------------------------------------------
Exxon Exxon Exxon
Total share Total share Total share
- --------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C>
Total revenues
Percent of revenues from companies included in the Exxon
consolidation was 18% in 1994, 18% in 1993 and 17% in 1992 $26,078 $8,535 $25,295 $8,118 $25,628 $8,269
------- ------ ------- ------ ------- ------
Income before income taxes $ 3,099 $1,396 $ 3,255 $1,441 $ 3,067 $1,398
Less: Related income taxes (1,101) (487) (1,237) (528) (1,055) (463)
------- ------ ------- ------ ------- ------
Net income $ 1,998 $ 909 $ 2,018 $ 913 $ 2,012 $ 935
======= ====== ======= ====== ======= ======
Current assets $ 9,692 $3,254 $ 8,800 $2,892 $ 8,447 $2,802
Property, plant and equipment, less accumulated depreciation 13,230 5,380 11,930 4,877 11,689 4,834
Other long-term assets 3,219 1,127 2,981 1,059 2,880 1,045
------- ------ ------- ------ ------- ------
Total assets 26,141 9,761 23,711 8,828 23,016 8,681
------- ------ ------- ------ ------- ------
Short-term debt 1,343 390 1,657 480 1,544 442
Other current liabilities 7,368 2,651 6,588 2,388 6,491 2,399
Long-term debt 2,543 817 2,279 756 2,513 848
Other long-term liabilities 4,274 1,832 3,709 1,591 3,431 1,500
Advances from shareholders 881 448 819 408 915 459
------- ------ ------- ------ ------- ------
Net assets $ 9,732 $3,623 $ 8,659 $3,205 $ 8,122 $3,033
======= ====== ======= ====== ======= ======
</TABLE>
8. Investment in Property, Plant and Equipment
<TABLE>
<CAPTION>
Dec. 31, 1994 Dec. 31, 1993
-------------------------------------------------------
Cost Net Cost Net
- --------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C>
Petroleum and natural gas
Exploration and production $ 64,483 $32,177 $ 62,131 $32,263
Refining and marketing 30,389 17,422 28,103 16,185
-------- ------- -------- -------
Total petroleum and natural gas 94,872 49,599 90,234 48,448
Chemicals 9,124 4,892 9,155 5,006
Other 12,330 8,934 11,746 8,508
-------- ------- -------- -------
Total $116,326 $63,425 $111,135 $61,962
======== ======= ======== =======
</TABLE>
Accumulated depreciation and depletion totaled $52,901 million at the end of
1994 and $49,173 million at the end of 1993. Interest capitalized in 1994, 1993
and 1992 was $405 million, $374 million and $364 million, respectively.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F14
9. Leased Facilities
At December 31, 1994, the corporation and its consolidated subsidiaries held
non-cancelable operating charters and leases covering drilling equipment,
tankers, service stations and other properties with minimum lease commitments
as follows:
<TABLE>
<CAPTION>
Minimum Related
commitment rental income
- --------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
1995 $ 652 $ 39
1996 493 31
1997 382 21
1998 263 14
1999 206 13
2000 and beyond 1,058 102
</TABLE>
Net rental expenditures for 1994, 1993 and 1992 totaled $1,173 million,
$1,130 million and $1,108 million, respectively, after being reduced by related
rental income of $147 million, $134 million and $120 million, respectively.
Minimum rental expenditures totaled $1,239 million in 1994, $1,184 million in
1993 and $1,141 million in 1992.
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 1994, 1993 and 1992.
Dividends paid per common share were $2.91 in 1994, $2.88 in 1993 and
$2.83 in 1992.
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 1994, 1.8 million
shares of preferred stock, totaling $114 million, were converted to common
stock and allocated. In 1993, 1.7 million shares of preferred stock, totaling
$102 million, were converted and allocated. In 1992, 1.6 million shares of
preferred stock, totaling $97 million, were converted and allocated. Preferred
dividends of $46 million, $54 million and $61 million were paid during 1994,
1993 and 1992, respectively, and covered interest payments on the notes. The
1994, 1993 and 1992 principal payments were made from employer contributions
and dividends reinvested within the LESOP trust and payments, if any, by Exxon
as guarantor.
Accounting for the plan follows the principles which were in effect in
1989 when the plan was established. The amount of compensation expense recorded
by the corporation for contributions to the plan was $80 million in 1994, $70
million in 1993 and $71 million in 1992. The LESOP trust held 9.0 million and
10.9 million shares of preferred stock, and 18.3 million and 16.5 million
shares of common stock at the end of 1994 and 1993, respectively.
12. Long-Term Debt
At December 31, 1994, long-term debt consisted of $7,766 million due in U.S.
dollars and $1,065 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 $624 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, 1995, in millions of dollars, are: 1996 - $1,236; 1997
- - $642; 1998 - $576; 1999 - $922. Certain of the borrowings described may from
time to time be assigned to other Exxon affiliates. At December 31, 1994, the
corporation had $2.1 billion in unused long-term credit lines.
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. The corporation
redeemed $31 million and $382 million of the foregoing debt in 1994 and 1993,
respectively. 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 1994 was $97 million.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F15
Summarized long-term borrowings at year-end 1994 and 1993 were as
follows:
<TABLE>
<CAPTION>
Dec. 31 Dec. 31
1994 1993
- --------------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
Exxon Capital Corporation
8.0% Guaranteed notes due 1995 $ - $ 250
7.875% Guaranteed notes due 1996 250 250
7.75% Guaranteed notes due 1996 250 249
4.5% Guaranteed notes due 1996 243 235
7.875% Guaranteed notes due 1997 250 249
8.0% Guaranteed notes due 1998 249 249
6.5% Guaranteed notes due 1999 249 249
8.25% Guaranteed notes due 1999 200 200
7.45% Guaranteed notes due 2001 250 250
6.625% Guaranteed notes due 2002 250 250
6.15% Guaranteed notes due 2003 250 250
Guaranteed zero coupon notes due 2004
- Face value ($1,146) net of unamortized
discount 387 346
6.0% Guaranteed notes due 2005 250 250
6.125% Guaranteed notes due 2008 250 250
SeaRiver Maritime Financial Holdings, Inc.
Guaranteed debt securities due 1997-2011 150 150
Guaranteed deferred interest debentures
due 2012
- Face value ($771) net of unamortized
discount 424 380
Exxon Energy Limited
8.5% British pound loans due 1996-2002 70 317
8.3% Hong Kong dollar loan due 1996-2008 192 -
Floating rate term loan due 1999-2006 228 -
6.87% notes due 2003 173 173
Imperial Oil Limited
9.875% Canadian dollar notes due 1999 172 237
8.3% notes due 2001 199 199
Variable rate notes due 2004 1,000 1,000
8.75% notes due 2019 219 219
Industrial revenue bonds due 2012-2033 871 840
Guaranteed LESOP notes due 1996-1999 509 606
Other U.S. dollar obligations 665 424
Other foreign currency obligations 558 348
Capitalized lease obligations* 73 86
------ ------
Total long-term debt $8,831 $8,506
====== ======
</TABLE>
*At an average imputed interest rate of 9.8% in 1994 and 9.3% in 1993.
13. Fair Value of Financial Instruments
The fair value of financial instruments is determined by reference to
various market data and other valuation techniques as appropriate. Long-term
debt is the only category of financial instruments whose fair value has
differed materially from the recorded book value. The estimated fair value of
total long-term debt, including capitalized lease obligations, at December 31,
1994 and 1993 was $8.9 billion and $9.5 billion, respectively, and compared to
recorded book values of $8.8 billion and $8.5 billion.
14. Interest Rate Swap, Currency Exchange and Commodity Contracts
The corporation uses certain financial derivative instruments in its risk
management activities. Derivative instruments are matched to existing assets,
liabilities or transactions with the objective of mitigating the impact of
adverse movements in interest rates, currency exchange rates or commodity
prices. These instruments normally equal the amount of the underlying assets,
liabilities or transactions and are held to maturity. The corporation does not
hold or issue financial derivative instruments for trading purposes nor does it
use financial derivatives with leveraged features. Instruments are either
exchange-traded or are with counterparties of high credit standing. As a result
of the above factors, the corporation's exposure to market and credit risks
from financial derivative instruments is considered to be negligible.
Interest rate swap agreements are used to adjust the ratio of fixed and
floating rates in the corporation's debt portfolio. Interest rate swap
agreements, maturing 1995-1999, had an aggregate notional principal amount of
$604 million and $705 million at year-end 1994 and 1993, respectively. Currency
exchange contracts are used to reduce the risk of adverse foreign currency
movements related to certain foreign currency debt obligations. Currency
exchange contracts, maturing 1995-2005, totaled $2,998 million at year-end 1994
and $3,041 million at year-end 1993. In each year, over $2 billion of these
amounts were contracts in which affiliates held positions which were
effectively offsetting. Excluding these, the remaining currency exchange
contracts totaled $789 million and $874 million at year-end 1994 and 1993,
respectively.
The corporation makes limited use of commodity swap and futures
contracts of short duration to mitigate the risk of unfavorable price movements
on certain crude and petroleum product purchases and sales. These contracts had
an aggregate notional amount of $37 million at year-end 1994 and will mature
during 1995.
15. Annuity Benefits
Exxon and most 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. All U.S. plans that 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.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F16
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 rose in many countries in 1994, and the
resultant higher discount rates have decreased the actuarial present value of
the benefit obligation from the previous year. When measured on this basis, the
assets and book reserves of the U.S. plans are greater than the projected
benefit obligation at the end of 1994. While assets and book reserves for
non-U.S. plans are less than the projected benefit obligation, they are greater
than the accumulated benefit obligation through the end of 1994.
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 12 percent. This expected
long-term rate of return is utilized in reporting to appropriate federal
government authorities. On this basis, all of Exxon's funded plans in the U.S.
are fully funded.
<TABLE>
<CAPTION>
U.S. Plans Non-U.S. Plans
----------------------- ----------------------
Annuity plans net pension cost/(credit) 1994 1993 1992 1994 1993 1992
- --------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C>
Cost of benefits earned by employees during the year $146 $111 $108 $163 $144 $152
Interest accrual on benefits earned in prior years 354 350 352 483 482 515
Actual (gain)/loss on plan assets (44) (463) (150) 76 (742) (258)
Deferral of actual versus assumed return on assets (286) 146 (203) (423) 437 (73)
Amortization of actuarial (gain)/loss and prior service cost 10 (35) (51) 67 52 16
Net pension enhancement and curtailment/settlement expense 9 (13) (8) 35 6 11
---- ---- ---- ---- ---- ----
Net pension cost for the year $189 $ 96 $ 48 $401 $379 $363
==== ==== ==== ==== ==== ====
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
U.S. Plans Non-U.S. Plans
-------------------- --------------------
Dec. 31 Dec. 31 Dec. 31 Dec. 31
Annuity plans status 1994 1993 1994 1993
- ------------------------------------------------------------------------------------------------------------------------------
(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 $3,357 $3,749 $5,080 $5,418
Non-vested 378 438 243 220
------ ------ ------ ------
Total accumulated benefit obligation 3,735 4,187 5,323 5,638
Additional benefits related to projected pay increases 647 901 738 921
------ ------ ------ ------
Total projected benefit obligation 4,382 5,088 6,061 6,559
------ ------ ------ ------
Funded assets (market values) 3,298 3,512 3,980 3,997
Book reserves 1,098 1,215 2,015 1,941
------ ------ ------ ------
Total funded assets and book reserves 4,396 4,727 5,995 5,938
------ ------ ------ ------
Assets and reserves in excess of/(less than) projected benefit obligation $ 14 $ (361) $ (66) $ (621)
Consisting of:
Unrecognized net gain at transition $ 312 $ 374 $ 26 $ 37
Unrecognized net actuarial gain/(loss) since transition (186) (635) 194 (457)
Unrecognized prior service costs incurred since transition (112) (100) (286) (201)
Assets and reserves in excess of accumulated benefit obligation $ 661 $ 540 $ 672 $ 300
Assumptions in projected benefit obligation and expense (percent)
Discount rate 8.75 7.25 5.0-10.0 5.0- 9.0
Long-term rate of compensation increase 5.00 5.00 3.0- 7.0 4.0- 9.0
Long-term annual rate of return on funded assets 10.00 10.00 5.0-10.0 6.0-10.0
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
16. 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.
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.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F17
<TABLE>
<CAPTION>
1994 1993 1992
------------------------- ------------------------- -----------------------
Other postretirement benefits expense Total Health Life/Other Total Health Life/Other Total Health Life/Other
- -----------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Service cost $ 27 $ 12 $ 15 $ 22 $ 10 $ 12 $ 21 $ 10 $ 11
Interest cost 128 45 83 127 49 78 125 49 76
Actual (gain)/loss on plan assets - - - (36) - (36) (25) - (25)
Deferral of actual versus assumed return on assets (28) - (28) 11 - 11 7 - 7
Amortization of actuarial loss 14 4 10 1 1 - - - -
----- ----- ----- ----- ----- ----- ----- ----- -----
Net expense $ 141 $ 61 $ 80 $ 125 $ 60 $ 65 $ 128 $ 59 $ 69
===== ===== ===== ===== ===== ===== ===== ===== =====
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Dec. 31, 1994 Dec. 31, 1993
----------------------- -----------------------
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 $1,211 $408 $ 803 $1,326 $457 $ 869
Fully eligible participants 96 35 61 114 41 73
Other active participants 262 109 153 355 140 215
------ ---- ------ ------ ---- ------
1,569 552 1,017 1,795 638 1,157
Funded assets (market values) (286) - (286) (289) - (289)
Unrecognized prior service costs (27) (27) - (21) (21) -
Unrecognized net gain/(loss) 33 34 (1) (194) (35) (159)
------ ---- ------ ------ ---- ------
Book reserves $1,289 $559 $ 730 $1,291 $582 $ 709
====== ==== ====== ====== ==== ======
Assumptions in accumulated postretirement
benefit obligation and expense (percent)
Discount rate 8.75 7.25
Long-term rate of compensation increase 5.00 5.00
Long-term annual rate of return on funded assets 10.00 10.00
</TABLE>
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 39,035,102 and 35,063,227 common
shares were outstanding at December 31, 1994 and 1993, respectively. Of those
options, 7,306,949 and 8,274,872 at December 31, 1994 and 1993, respectively,
included SARs. In anticipation of settlement of SARs at market value of the
shares covered by the options to which they are attached, $4 million, $23
million and $26 million was credited to earnings in 1994, 1993 and 1992,
respectively. Exercise of either a related option or a related SAR cancels the
other to the extent exercised. No SARs were granted in 1994.
Changes that occurred during 1994 in options outstanding are summarized
below:
<TABLE>
<CAPTION>
1993 1988 1983
Program Program Program
- -------------------------------------------------------------------------
(number of common shares)
<S> <C> <C> <C>
Outstanding at
December 31, 1993 5,965,350 24,504,403 4,593,474
Granted at $60.50
average per share 5,779,725 - -
Less: Exercised at $38.85
average per share - 597,805 1,015,345
Expired/Canceled 148,450 43,250 3,000
---------- ---------- ---------
Outstanding at
December 31, 1994 11,596,625 23,863,348 3,575,129
========== ========== =========
Options exercisable at
December 31, 1994 5,851,750 23,863,348 3,575,129
========== ========== =========
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F18
Shares available for granting at the beginning of 1994 were 11,373,736
and 5,601,259 at the end of 1994. The weighted average option price per common
share of the options outstanding at December 31, 1994 under the 1993 Incentive
Program and earlier programs was $54.08.
The effect on net income per common share from the assumed exercise of
stock options outstanding at year-end 1994, 1993 or 1992 would be insignificant.
At December 31, 1994 and 1993, respectively, 164,500 and 139,250 shares
of restricted common stock were outstanding.
18. 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 accidental 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. The claims of many
individuals have been dismissed or settled.
A civil trial in the United States District Court for the District of
Alaska commenced on May 2, 1994 on punitive damage claims made by a class
composed of all persons and entities seeking punitive damages from the
corporation as a result of the Exxon Valdez grounding. On September 16, 1994,
the jury returned a verdict awarding the class punitive damages of $5 billion.
The District Court has denied the corporation's motions to overturn or reduce
this verdict, and the corporation plans to appeal this verdict following entry
of a final judgment by the District Court. The corporation believes that this
verdict is unjustified and should be set aside or substantially reduced by
appellate courts.
With respect to the remaining compensatory damage claims against the
corporation arising from the grounding, many of these claims have been or will
be addressed in the same federal civil trial, which is still ongoing. On August
11, 1994, the jury returned a verdict finding that fisher plaintiffs were
damaged in the amount of $286.8 million. This award is subject to a number of
adjustments by the District Court, including a reduction to reflect payments
already made by the corporation to many of these plaintiffs, and is subject to
appeal. A later phase of the trial will be a separate proceeding or series of
proceedings to deal with certain claims for compensatory damages not addressed
or settled in prior phases. The timing and scope of this later phase have yet
to be determined. At present, the specified claims in this later phase total
approximately $200 million, which the corporation believes is far in excess of
their value. There are a number of additional cases pending in federal and in
state court in Alaska where the compensatory damages claimed have not been
fully specified.
The ultimate cost to the corporation from the lawsuits arising from the
Exxon Valdez grounding is not possible to predict and may not be resolved for a
number of years.
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 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, 1994 for $1,204 million, primarily relating
to guarantees for notes, loans and performance under contracts. This includes
$858 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 $966 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.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F19
19. Income, Excise and Other Taxes
<TABLE>
<CAPTION>
1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------------
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 $ 380 $ 2,036 $ 2,416 $ 622 $ 1,941 $ 2,563 $ 642 $ 2,166 $ 2,808
Deferred - net 153 93 246 73 50 123 (143) (279) (422)
U.S. tax on non-U.S. operations (8) - (8) (16) - (16) 15 - 15
------ ------- ------- ------ ------- ------- ------ ------- -------
525 2,129 2,654 679 1,991 2,670 514 1,887 2,401
State 50 - 50 102 - 102 76 - 76
------ ------- ------- ------ ------- ------- ------ ------- -------
Total income tax expense 575 2,129 2,704 781 1,991 2,772 590 1,887 2,477
Excise taxes 2,266 10,179 12,445 2,179 9,528 11,707 2,351 10,161 12,512
Other taxes and duties 874 20,310 21,184 987 18,758 19,745 1,019 20,494 21,513
------ ------- ------- ------ ------- ------- ------ ------- -------
Total $3,715 $32,618 $36,333 $3,947 $30,277 $34,224 $3,960 $32,542 $36,502
====== ======= ======= ====== ======= ======= ====== ======= =======
</TABLE>
The above provisions for deferred income taxes include net credits for the
effect of changes in tax law provisions and rates of $43 million in 1994, $146
million in 1993 and $153 million in 1992. Income taxes of $(10) million in 1994,
$109 million in 1993 and $210 million in 1992, respectively, were
(charged)/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 1994 and 1993 and 34 percent for
1992, is as follows:
<TABLE>
<CAPTION>
1994 1993 1992
- --------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C>
Earnings before Federal and
non-U.S. income taxes
United States $1,924 $1,893 $1,158
Non-U.S. 5,830 6,057 6,053
------ ------ ------
Total $7,754 $7,950 $7,211
------ ------ ------
Theoretical tax $2,714 $2,783 $2,452
Effect of equity method accounting (318) (320) (318)
Adjustment for non-U.S. taxes in
excess of theoretical U.S. tax 407 191 147
U.S. tax on non-U.S. operations (8) (16) 15
Other U.S. (141) 32 105
------ ------ ------
Federal and non-U.S. income tax
expense $2,654 $2,670 $2,401
====== ====== ======
Total effective tax rate 38.5% 38.5% 37.9%
</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 $487 million in 1994, $528 million in 1993 and $463 million in 1992,
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: 1994 1993
- --------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C>
Depreciation $ 8,944 $ 8,526
Intangible development costs 3,116 3,287
Capitalized interest 944 850
Other liabilities 1,250 1,089
------- -------
Total deferred tax liabilities 14,254 13,752
------- -------
Pension and other postretirement
benefits (1,032) (1,074)
Site restoration reserves (787) (787)
Tax loss carryforwards (598) (702)
Other assets (1,089) (1,116)
------- -------
Total deferred tax assets (3,506) (3,679)
------- -------
Asset valuation allowances 293 480
------- -------
Net deferred tax liabilities $11,041 $10,553
======= =======
</TABLE>
The corporation had $8.2 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
20. Distribution of Earnings and Assets
<TABLE>
<CAPTION>
Segment 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------
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 $100,409 $ 9,544 $112,128 $ 98,808 $ 8,641 $109,532 $104,282 $ 9,131 $115,672
Intersegment 2,327 1,419 - 2,411 1,383 - 2,817 1,497 -
-------- ------- -------- -------- ------- -------- -------- ------- --------
Total $102,736 $10,963 $112,128 $101,219 $10,024 $109,532 $107,099 $10,628 $115,672
======== ======= ======== ======== ======= ======== ======== ======= ========
Operating profit $ 5,935 $ 1,262 $ 7,897 $ 7,445 $ 638 $ 8,390 $ 6,538 $ 660 $ 7,655
Add/(deduct):
Income taxes (2,538) (344) (2,992) (2,938) (207) (3,156) (2,403) (205) (2,666)
Minority interests (119) (7) (307) (136) (8) (302) (169) 4 (310)
Earnings of equity
companies 893 43 936 957 (12) 945 982 (8) 974
Corporate and
financing - - (434) - - (597) - - (843)
-------- ------- -------- -------- ------- -------- -------- ------- --------
Earnings before
accounting changes 4,171 954 5,100 5,328 411 5,280 4,948 451 4,810
Cumulative effect of
accounting changes - - - - - - - - (40)
-------- ------- -------- -------- ------- -------- -------- ------- --------
Earnings $ 4,171 $ 954 $ 5,100 $ 5,328 $ 411 $ 5,280 $ 4,948 $ 451 $ 4,770
======== ======= ======== ======== ======= ======== ======== ======= ========
Identifiable assets $ 67,017 $ 8,778 $ 87,862 $ 64,336 $ 8,478 $ 84,145 $ 65,650 $ 8,597 $ 85,030
Depreciation and
depletion 4,178 399 5,015 4,033 408 4,884 4,182 415 5,044
Additions to plant 4,884 473 6,568 5,392 542 6,919 5,686 594 7,138
</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>
1994 Petroleum and chemicals
United States $ 22,651 $ 834 $ 23,485 $1,560 $24,926
Other Western Hemisphere 16,875 500 17,375 370 10,693
Eastern Hemisphere 70,429 1,868 72,297 3,195 40,176
Other/eliminations 2,173 (3,202) (1,029) (25) 12,067
-------- ------- -------- ------ -------
Corporate total $112,128 - $112,128 $5,100 $87,862
======== ======= ======== ====== =======
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
======== ======= ======== ====== =======
</TABLE>
Transfers between business activities or areas are at estimated market prices.
<PAGE>
QUARTERLY INFORMATION F21
<TABLE>
<CAPTION>
1994 1993
------------------------------------------ -----------------------------------------
First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Year Quarter Quarter Quarter Quarter Year
- -----------------------------------------------------------------------------------------------------------------------------------
(thousands of barrels daily)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Volumes
Production of crude oil
and natural gas liquids 1,742 1,694 1,666 1,734 1,709 1,676 1,649 1,620 1,725 1,667
Refinery crude oil runs 3,342 3,385 3,456 3,463 3,412 3,182 3,296 3,321 3,277 3,269
Petroleum product sales 4,961 4,940 5,039 5,170 5,028 4,870 4,831 4,923 5,075 4,925
<CAPTION>
(millions of cubic feet daily)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Natural gas production
available for sale 7,277 5,364 4,632 6,659 5,978 7,090 4,678 4,619 6,930 5,825
<CAPTION>
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Summarized financial data
Sales and other operating
revenue $25,624 27,102 29,237 30,165 112,128 $26,897 27,604 27,380 27,651 109,532
Gross profit* $11,010 11,237 12,596 13,712 48,555 $10,798 11,459 11,521 12,635 46,413
Net income $ 1,160 885 1,155 1,900 5,100 $ 1,185 1,235 1,360 1,500 5,280
<CAPTION>
(dollars per share)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share data
Net income per common
share $ 0.92 0.70 0.92 1.53 4.07 $ 0.94 0.98 1.09 1.20 4.21
Dividends per common share $ 0.72 0.72 0.72 0.75 2.91 $ 0.72 0.72 0.72 0.72 2.88
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 $67.375 63.625 60.625 63.250 67.375 $66.750 69.000 66.750 66.375 69.000
Low $61.500 56.125 56.500 56.250 56.125 $57.750 63.250 63.375 61.000 57.750
</TABLE>
*Gross profit equals sales and other operating revenue less estimated costs
associated with products sold.
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, 1995, there were 606,579 holders of record of Exxon Common
Stock.
On January 25, 1995, the corporation declared a $0.75 dividend per common
share, payable March 10, 1995.
<PAGE>
F22
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES
<TABLE>
<CAPTION>
Consolidated Subsidiaries
-------------------------------------------------------
Non-
United Consolidated Total
Results of Operations States Canada Europe Asia-Pacific Other Total Interests Worldwide
- ---------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1994 - Revenue
Sales to third parties $1,365 $ 351 $2,093 $ 1,623 $ 115 $ 5,547 $1,944 $ 7,491
Transfers 2,581 651 1,430 704 135 5,501 300 5,801
------ ------ ------ ------ ------ ------- ------ -------
3,946 1,002 3,523 2,327 250 11,048 2,244 13,292
Production costs excluding taxes 1,228 397 1,192 411 84 3,312 347 3,659
Exploration expenses 134 34 209 106 183 666 86 752
Depreciation and depletion 1,158 412 919 457 132 3,078 210 3,288
Taxes other than income 393 20 83 358 2 856 620 1,476
Related income tax 344 74 572 344 32 1,366 415 1,781
------ ------ ------ ------ ------ ------- ------ -------
Results of producing activities 689 65 548 651 (183) 1,770 566 2,336
Other earnings* 158 (2) 214 24 10 404 42 446
------ ------ ------ ------ ------ ------- ------ -------
Total earnings $ 847 $ 63 $ 762 $ 675 $ (173) $ 2,174 $ 608 $ 2,782
====== ====== ====== ====== ====== ======= ====== =======
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
====== ====== ====== ====== ====== ======= ====== =======
<CAPTION>
Average sales prices and production costs per unit of production
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
During 1994
Average sales prices
Crude oil and NGL, per barrel $12.00 $11.48 $15.07 $16.53 $15.28 $13.83 $15.26 $13.88
Natural gas, per thousand cubic feet 1.92 1.37 2.51 1.32 1.64 1.91 2.85 2.20
Average production costs, per barrel** 3.74 4.31 5.10 2.47 5.12 3.96 2.60 3.77
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
</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
**Natural gas included by conversion to crude oil equivalent; production costs
exclude all taxes
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION F23
ACTIVITIES
Oil and Gas Exploration and Production Costs
The amounts shown for net capitalized costs of consolidated subsidiaries are
$3,223 million less at year-end 1994 and $3,117 million less at year-end 1993
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
1994 were $3,711 million, down $412 million from 1993, due primarily to lower
development costs. 1993 costs were $4,123 million, down $511 million from 1992,
due primarily to lower development costs.
<TABLE>
<CAPTION>
Consolidated Subsidiaries
---------------------------------------------------------
Non-
United Consolidated Total
Capitalized costs States Canada Europe Asia-Pacific Other Total Interests Worldwide
- ----------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1994
Property (acreage) costs - Proved $ 3,495 $ 3,067 $ 46 $ 596 $ 686 $ 7,890 $ 5 $ 7,895
- Unproved 435 108 65 250 69 927 20 947
------- ------- ------- ------ ------ ------- ------- -------
Total property costs 3,930 3,175 111 846 755 8,817 25 8,842
Producing assets 22,519 3,612 15,625 5,975 1,057 48,788 2,688 51,476
Support facilities 369 106 406 571 36 1,488 109 1,597
Incomplete construction 317 6 1,625 921 106 2,975 156 3,131
------- ------- ------- ------ ------ ------- ------- -------
Total capitalized costs 27,135 6,899 17,767 8,313 1,954 62,068 2,978 65,046
Accumulated depreciation and depletion 14,846 2,943 9,480 4,604 1,241 33,114 2,159 35,273
------- ------- ------- ------ ------ ------- ------- -------
Net capitalized costs $12,289 $ 3,956 $ 8,287 $3,709 $ 713 $28,954 $ 819 $29,773
======= ======= ======= ====== ====== ======= ======= =======
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
======= ======= ======= ====== ====== ======= ======= =======
<CAPTION>
Costs incurred in property acquisitions, exploration and development activities
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
During 1994
Property acquisition costs - Proved - $ 11 - $ 2 - $ 13 - $ 13
- Unproved $ 8 13 $ 21 - $ 23 65 - 65
Exploration costs 168 35 234 127 201 765 $ 101 866
Development costs 663 113 1,279 554 49 2,658 109 2,767
------- ------- ------- ------ ------ ------- ------- -------
Total $ 839 $ 172 $ 1,534 $ 683 $ 273 $ 3,501 $ 210 $ 3,711
======= ======= ======= ====== ====== ======= ======= =======
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
======= ======= ======= ====== ====== ======= ======= =======
</TABLE>
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION
ACTIVITIES F24
Oil and Gas Reserves
The following information describes changes during the years and balances of
proved oil and gas reserves at year-end 1992, 1993 and 1994.
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 Asia- Consolidated Total
Crude Oil and Natural Gas Liquids States Canada Europe Pacific Other Total Interests Worldwide
- -----------------------------------------------------------------------------------------------------------------------------
(millions of barrels)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net proved developed and undeveloped reserves
January 1, 1992 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
Revisions 129 (2) 32 31 5 195 5 200
Purchases 4 4 1 - - 9 - 9
Sales (14) (5) - - - (19) - (19)
Improved recovery 53 107 12 3 - 175 - 175
Extensions and discoveries 34 3 67 34 - 138 2 140
Production (206) (74) (171) (117) (16) (584) (23) (607)
----- ----- ----- ---- ---- ----- ---- -----
December 31, 1994 2,324 1,168 1,341 759 80 5,672 476 6,148
- ----------------------------------------------------------------------------------------------------------------------------
Oil sands reserves
At December 31, 1992 - 327 - - - 327 - 327
At December 31, 1993 - 314 - - - 314 - 314
At December 31, 1994 - 448 - - - 448 - 448
Worldwide net proved developed and
undeveloped reserves (including oil sands)
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
At December 31, 1994 2,324 1,616 1,341 759 80 6,120 476 6,596
- ----------------------------------------------------------------------------------------------------------------------------
Developed reserves, included above
(excluding oil sands)
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
At December 31, 1994 1,945 571 841 561 72 3,990 437 4,427
</TABLE>
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION
ACTIVITIES F25
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 1994 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 203
billion cubic feet in 1992, 213 billion cubic feet in 1993 and 200 billion
cubic feet in 1994.
<TABLE>
<CAPTION>
Consolidated Subsidiaries
-----------------------------------------------------------
Non-
United Consolidated Total
Natural Gas States Canada Europe Asia-Pacific 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, 1992 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
Revisions 405 (60) 262 (188) 1 420 753 1,173
Purchases - 4 - - - 4 - 4
Sales (25) (61) (16) - - (102) - (102)
Improved recovery 17 59 36 2 - 114 25 139
Extensions and discoveries 398 17 265 74 - 754 391 1,145
Production (787) (162) (427) (334) (9) (1,719) (663) (2,382)
------ ----- ----- ----- --- ------ ------ ------
December 31, 1994 9,538 2,302 7,469 5,874 104 25,287 16,941 42,228
- ------------------------------------------------------------------------------------------------------------------------------------
Worldwide net proved developed and
undeveloped reserves
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
At December 31, 1994 9,538 2,302 7,469 5,874 104 25,287 16,941 42,228
- ------------------------------------------------------------------------------------------------------------------------------------
Developed reserves, included above
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
At December 31, 1994 8,120 1,861 4,451 3,628 103 18,163 7,588 25,751
</TABLE>
<PAGE>
SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION
ACTIVITIES F26
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 Consolidated Total
States Canada Europe Asia-Pacific Other Total Interests Worldwide
- ------------------------------------------------------------------------------------------------------------------------------------
(millions of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
======= ======= ======= ======= ====== ======== ======= ========
As of December 31, 1994
Future cash inflows from sales of oil and gas $41,430 $15,646 $37,265 $18,974 $1,201 $114,516 $53,163 $167,679
Future production and development costs 21,095 6,579 19,175 10,966 485 58,300 23,611 81,911
Future income tax expenses 6,143 3,713 7,033 2,911 325 20,125 11,938 32,063
------- ------- ------- ------- ------ -------- ------- --------
Future net cash flows 14,192 5,354 11,057 5,097 391 36,091 17,614 53,705
Effect of discounting net cash flows at 10% 6,883 2,668 4,525 2,276 100 16,452 11,251 27,703
------- ------- ------- ------- ------ -------- ------- --------
Discounted future net cash flows $ 7,309 $ 2,686 $ 6,532 $ 2,821 $ 291 $ 19,639 $ 6,363 $ 26,002
======= ======= ======= ======= ====== ======== ======= ========
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Change in Standardized Measure of Discounted Future Net Cash Flows Relating to
Proved Oil and Gas Reserves
<TABLE>
<CAPTION>
Consolidated Subsidiaries 1994 1993 1992
- --------------------------------------------------------------------------------------------------------------
(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 $ 1,245 $ 527 $ 1,452
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 (7,219) (6,975) (7,765)
Development costs incurred during the year 2,629 2,947 3,305
Net change in prices, lifting and development costs 6,340 (10,229) 5,185
Revisions of previous reserves estimates 1,307 1,137 580
Accretion of discount 1,969 2,817 2,588
Net change in income taxes (3,367) 4,499 (1,288)
------- -------- -------
Total change in the standardized measure during the year $ 2,904 $ (5,277) $ 4,057
======= ======== =======
</TABLE>
<PAGE>
OPERATING SUMMARY F27
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984
- ------------------------------------------------------------------------------------------------------------------------------------
(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 562 553 591 619 640 693 760 756 761 768 778
Canada 251 254 268 278 302 312 249 222 196 145 114
Europe 484 423 396 363 313 351 444 456 473 431 426
Asia-Pacific 325 347 346 342 331 328 345 338 313 337 315
Other Non-U.S. 87 90 104 113 126 120 121 63 53 39 45
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 1,709 1,667 1,705 1,715 1,712 1,804 1,919 1,835 1,796 1,720 1,678
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
(millions of cubic feet daily)
Natural gas production available for sale
Net production
United States 2,021 1,764 1,607 1,655 1,778 1,827 1,805 1,698 1,919 2,085 2,485
Canada 286 328 326 355 413 417 209 147 142 141 168
Europe 2,842 3,049 3,097 3,010 2,694 2,707 2,787 3,012 2,946 3,114 2,960
Asia-Pacific 827 678 577 411 369 376 332 308 267 250 235
Other Non-U.S. 2 6 54 66 64 58 59 62 55 71 70
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 5,978 5,825 5,661 5,497 5,318 5,385 5,192 5,227 5,329 5,661 5,918
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
(thousands of barrels daily)
Refinery crude oil runs
United States 931 841 911 937 868 999 968 1,026 1,080 1,054 1,021
Canada 422 408 391 432 489 487 350 351 332 344 365
Europe 1,425 1,389 1,387 1,401 1,327 1,257 1,200 1,116 1,112 1,003 1,111
Asia-Pacific 521 515 507 464 498 463 430 397 415 399 424
Other Non-U.S. 113 116 107 99 94 93 94 91 93 103 299
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 3,412 3,269 3,303 3,333 3,276 3,299 3,042 2,981 3,032 2,903 3,220
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Petroleum product sales
United States 1,196 1,152 1,203 1,210 1,109 1,147 1,113 1,057 1,106 1,123 1,149
Canada 520 517 513 527 597 625 433 430 396 404 407
Latin America 426 422 411 391 384 383 386 388 380 377 400
Europe 1,898 1,872 1,847 1,863 1,796 1,718 1,680 1,634 1,636 1,629 1,684
Asia-Pacific and other Eastern Hemisphere 988 962 935 878 869 847 784 619 607 633 635
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 5,028 4,925 4,909 4,869 4,755 4,720 4,396 4,128 4,125 4,166 4,275
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Aviation fuels 403 379 376 372 382 382 344 338 317 326 312
Gasoline, naphthas 1,849 1,818 1,822 1,821 1,742 1,708 1,572 1,488 1,461 1,423 1,404
Heating oils, kerosene, diesel oils 1,644 1,569 1,557 1,561 1,491 1,498 1,424 1,344 1,365 1,367 1,372
Heavy fuels 530 558 546 535 543 507 466 419 463 561 709
Specialty petroleum products 602 601 608 580 597 625 590 539 519 489 478
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Worldwide 5,028 4,925 4,909 4,869 4,755 4,720 4,396 4,128 4,125 4,166 4,275
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
(millions of metric tons)
Coal production 36 36 37 39 40 36 32 30 27 26 23
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
(thousands of metric tons)
Copper production 191 183 133 108 112 119 134 101 79 77 67
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== =====
</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>
EXHIBIT 21
Subsidiaries of the Registrant (1), (2) and (3)
AT DECEMBER 31, 1994
<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 Austria Aktiengesellschaft......... 100 Austria
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
AS..................................... 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
Exxon Chemical Holland Inc. ........... 100 Delaware
Exxon Chemical Holland 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 AS .......................... 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
Esso (Switzerland)...................... 100 Switzerland
Exxon Asset Management Company.......... 75.5 Delaware
Exxon Chemical Asset Management Partner-
ship(8)................................ 100 Delaware
Exxon Mobile Bay Partnership(9)........ 100 Delaware
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF
VOTING SECURITIES
OWNED BY
IMMEDIATE STATE OR COUNTRY OF
PARENT(S) ORGANIZATION
----------------- -------------------
<S> <C> <C>
Exxon Coal USA, Inc...................... 100 Delaware
Exxon Equity Holding Company............. 100 Delaware
Exxon Minerals International Inc......... 100 Delaware
Compania Minera Disputada de Las Condes
S.A. .................................. 99.9466 Chile
Exxon Overseas Corporation............... 100 Delaware
Exxon Chemical Arabia Inc............... 100 Delaware
Al-Jubail Petrochemical Company(4)(5).. 50 Saudi Arabia
Exxon Overseas Investment Corporation... 100 Delaware
Exxon Financial Services Company Limit-
ed.................................... 100 Bahamas
Petroleum Shipping Ltd.(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 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 Financial Holdings
Inc. ................................... 100 Delaware
SeaRiver Maritime, Inc. ................ 100 Delaware
Societe Francaise EXXON CHEMICAL......... 99.359 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.
2
<PAGE>
(9) Dual ownership; of the 100%, 81.4% is owned by Exxon Chemical Asset
Management Partnership and 18.6% 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.
3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Exxon's
consolidated balance sheet at December 31, 1994, and Exxon's consolidated
statement of income for the year 1994, that are contained in Exxon's 1994 Annual
Report on Form 10-K. The schedule is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,157
<SECURITIES> 618
<RECEIVABLES> 6,367
<ALLOWANCES> 106
<INVENTORY> 5,541
<CURRENT-ASSETS> 16,460
<PP&E> 116,326
<DEPRECIATION> 52,901
<TOTAL-ASSETS> 87,862
<CURRENT-LIABILITIES> 19,493
<BONDS> 8,831
<COMMON> 2,822
0
554
<OTHER-SE> 34,039
<TOTAL-LIABILITY-AND-EQUITY> 87,862
<SALES> 112,128
<TOTAL-REVENUES> 113,904
<CGS> 46,430
<TOTAL-COSTS> 46,430
<OTHER-EXPENSES> 17,809
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 773
<INCOME-PRETAX> 7,804
<INCOME-TAX> 2,704
<INCOME-CONTINUING> 5,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,100
<EPS-PRIMARY> 4.07
<EPS-DILUTED> 0
</TABLE>
