Document B8OZxwNZX8K1Bk26XdYaYZ3L

-I -----------BEGIN PRIVACY-ENHANCED MESSAGE----------Proc-Type: 2001,MIC-CLEAR Originator-Name: keymasterStown.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObblcJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4S0DbRl+lwaHhiGmeZO80dgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kjlihl93iuSKZXZuL/kOnb5DKPLHNtZYwDyJrFxtG+mOfislUj60Hh8R36+lAZ9 YmZ+Dn3j cCWkhlx8M+rvLA== <IMS-DOCUMENT>0000950131-94-000308.txt : 19940314 <IMS-HEADER>0000950131-94-000308.hdr.sgml : 19940314 ACCESSION NUMBER: 0000950131-94-000308 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL INDEX KEY: STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: STATE OF INCORPORATION: FISCAL YEAR END: . EXXON CORP 0000034088 2911 135409005 NJ 1231 FILING VALUES: FORM TYPE: SEC ACT: SEC FILE NUMBER: FILM NUMBER: 10-K 34 001-02256 94515658 BUSINESS ADDRESS: STREET 1: CITY: STATE: ZIP: BUSINESS PHONE: 225 E JOHN CARPENTER FREEWAY IRVING TX ' 75062-2298 7136560547 MAIL ADDRESS: STREET CITY: STATE: ZIP: 1: P O BOX 4276 HOUSTON TX 77210-4276 FORMER COMPANY: FORMER CONFORMED NAME: DATE OF NAME CHANGE: </IMS-HEADER> <DOCUMENT> <TYPE>10-K <SEQUENCE>1 <DESCRIPTION>FORM 10-K <TEXT> STANDARD OIL CO OF NEW JERSEY 19721123 . <PAGE> 1993 Page 1 of 83 http ://www. sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 2 of 83 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-2256 EXXON CORPORATION (Exact name of registrant as specified in its charter) NEW JERSEY (State or other Jurisdiction of incorporation or organization) 13-5409005 (I.R.S. Employer 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 (1,242,135,165 SHARES OUTSTANDING AT FEBRUARY 28, 1994) NEW YORK STOCK EXCHANGE REGISTERED SECURITIES GUARANTEED BY REGISTRANT: SEARIVER MARITIME, INC. TWENTY-FIVE YEAR DEBT SECURITIES DUE OCTOBER 1, 2011 NEW YORK STOCK EXCHANGE EXXON CAPITAL CORPORATION FIVE YEAR 8 1/4% NOTES DUE OCTOBER 15, 1994 NEW YORK STOCK EXCHANGE </TABLE> Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for-such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X The aggregate market value of the voting stock held by non-affiliates of the registrant on February 28, 1994, based on the closing price on that date of $64 7/8 on the New York Stock Exchange composite tape, was in excess of $80 billion. DOCUMENTS INCORPORATED BY REFERENCE: 1993 ANNUAL REPORT TO SHAREHOLDERS (PARTS I, II AND IV) PROXY STATEMENT DATED MARCH 4, 1994 (PART III) <PAGE> http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 3 of 83 ITEM 1. BUSINESS. PART I Exxon Corporation was incorporated in the State of New Jersey in 1882. Divisions and affiliated companies of Exxon operate in the United States and more than 80 other countries. Their principal business is energy, involving exploration for, and production of, crude oil and natural gas, manufacturing of petroleum products and transportation and sale of crude oil, natural gas and petroleum products. Exxon Chemical Company, a division of Exxon, is a major manufacturer and marketer of petrochemicals. Exxon is engaged in exploration for, and mining and sale of, coal and other minerals. Exxon also has an interest in electric power generation in Hong Kong. Affiliates of Exxon conduct extensive research programs in support of these businesses. The terms corporation, company, Exxon, our, we and its, as used in this report, sometimes refer not only to Exxon Corporation or to one of its divisions but collectively to all of the companies affiliated with Exxon Corporation or to any one or more of them. The shorter terms are used merely for convenience and simplicity. The oil industry is highly competitive. There is competition within the industry and also with other industries in supplying the energy and fuel needs of commerce, industry and individuals. The corporation competes with other firms in the sale or purchase of various goods or services in many national and international markets and employs all methods of competition which are lawful and appropriate for such purposes. Exxon Chemical is organized into three business groups, each managed as a worldwide business with its own manufacturing, marketing and technology activities. It is a major producer of basic petrochemicals, including olefins and aromatics, and a leading supplier of specialty rubbers and of additives for fuels and lubricants. The products manufactured include polyethylene and polypropylene plastics, plasticizers, specialty resins, specialty and commodity solvents, fertilizers and performance chemicals for oil field operations. The operations and earnings of the corporation and-its affiliates throughout the world have been, and may in the future be, affected from time to time in varying degree by political developments and laws and regulations, such as forced divestiture of assets; restrictions on production, imports and exports; price controls; tax increases and retroactive tax claims; expropriations of property; cancellation of contract rights and environmental regulations. Both the likelihood of such occurrences and their overall effect upon the corporation vary greatly from country to country and are not predictable. In 1993, the corporation spent $1,873 million (of which $641 million were capital expenditures) on environmental conservation projects and expenses worldwide, mostly dealing with air and water conservation. Total expenditures for such activities are expected to be about $2.0 billion in 1994 and 1995 (with capital expenditures in each year representing about 35 percent of the total). Operating data and industry segment information for the corporation are contained on pages F3, F20 and F27 of the accompanying financial section of the 1993 Annual Report to shareholders. Information on oil and gas reserves is contained on pages F24 and F25 of the accompanying financial section of the 1993 Annual Report to shareholders.* ITEM 2. PROPERTIES. Part of the information in response to this item and to the Securities Exchange Act Industry Guide 2 is contained in the accompanying financial section of the 1993 Annual Report to shareholders in Note 8, which note appears http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 4 of 83 on page F13, and on pages F3, and F22 through F27.* *Only the data appearing on pages FI and F3 through F27 of the accompanying financial section of the 1993 Annual Report to shareholders, incorporated in this report as Exhibit 13, are deemed to be filed as part of this Annual Report on Form 10-K as indicated under Items 1, 2, 3, 5, 6, 7 and 8 and on page 14. <PAGE> Information with regard to oil and gas producing activities follows: 1. NET RESERVES OF CRUDE OIL AND NATURAL GAS LIQUIDS (MILLIONS OF BARRELS) AND NATURAL GAS (BILLIONS OF CUBIC FEET) AT YEAR-END 1993 Estimated proved reserves are shown on pages F24 and F25 of the accompanying financial section of the 1993 Annual Report to shareholders. No major discovery or other favorable or adverse event has occurred since December 31, 1993 that would cause a significant change in the estimated proved reserves as of that date. The oil sands reserves shown separately for Canada represent synthetic crude oil expected to be recovered from Imperial Oil Limited's 25 percent interest in the net reserves set aside for the Syncrude project, as presently defined by government permit. For information on the standardized measure of discounted future net cash flows relating to proved oil and gas reserves, see page F26 of the accompanying financial section of the 1993 Annual Report to shareholders. 2. ESTIMATES OF TOTAL NET PROVED OIL AND GAS RESERVES FILED WITH OTHER FEDERAL AGENCIES During 1993, the company filed proved reserve estimates with the U.S. Department of Energy on Forms EIA-23 and EIA-28. The information is consistent with the 1992 Annual Report to shareholders with the exception of EIA-23 which covered total oil and gas reserves from Exxon-operated properties in the U.S. and does not include gas plant liquids. 3. AVERAGE SALES PRICES AND PRODUCTION COSTS PER UNIT OF PRODUCTION Incorporated by reference to page F22 of the accompanying financial section of the 1993 Annual Report to shareholders. Average sales prices have been calculated by using sales quantities from our own production as the divisor. Average production costs have been computed by using net production quantities for the divisor. The volumes of crude oil and natural gas liquids (NGL) production used for this computation are shown in the reserves table on page F24 of the accompanying financial section of the 1993 Annual Report to shareholders. The net production volumes of "natural gas available for sale by the producing function used in this calculation are shown on page F27 of the accompanying financial section of the 1993 Annual Report to shareholders. The volumes of natural gas were converted to oil equivalent barrels based on a conversion factor of six thousand cubic feet per barrel. 4. GROSS AND NET PRODUCTIVE WELLS <TABLE> <CAPTION> YEAR-END 1993 OIL GAS <S> United States.............................................. Canada....................................................................... Europe....................................................................... GROSS NET GROSS NET <c> <c> 6,906 4,001 624 <C> 3,237 5,347 998 <C> 1,705 2,876 307 http://www.sec.gov/ArcIiives/edgar/data/34088/000095013 l-94-000308.txt 9/12/2000 Page 5 of 83 Australia and Far East........................................................................... 1,076 Other........................................................................................................................... 723 597 107 421 11 110 6 Total......................................................................................................................... 33,837 12,235 10,014 5,004 </TABLE> 5. GROSS AND NET DEVELOPED ACREAGE <TABLE> <CAPTION> ' YEAR-END 1993 GROSS NET <S> (THOUSANDS OF ACRES) <C> <C> 5,948 4,152 . 4,802 2,143 12,695 3,926 5,886 3,008 7,510 1,296 Total. 36,841 14,525 </TABLE> <PAGE> many instances, both are produced from the same acreage. >ecause. in 6. GROSS AND NET UNDEVELOPED ACREAGE <TABLE> <CAPTION> YEAR-END 1993 GROSS NET <S> United States, Canada.................... Total. (THOUSANDS OF ACRES) <C> <C> 5,182 3, 665 4,695 2,530 20,458 7,788 54,520 21,774 53,811 21,336 138,666 57,093 </TABLE> 7. SUMMARY OF ACREAGE TERMS IN KEY AREAS . United States Oil and gas exploration leases are acquired for varying periods of time, ranging from one to ten years. Production leases normally remain in effect until production ceases. Canada http ://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 6 of 83 Exploration permits are granted for varying periods of time with renewals possible. Production leases are held as long as there is production on the lease. Cold Lake oil sands leases were taken for an initial 21-year term in 1968-69 and renewed for a second 21-year term in 1989-1990. Athabasca oil sands leases were taken for an initial 21-year term in 1958-1961 and renewed for a second 21-year term in 1979-1982. I 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. <PAGE> 3 . Norway Licenses issued prior to 1972 were for a total period of 46 years, with relinquishment of at least one-fourth of the original area required at the end of the sixth year and another one-fourth at "the end of the ninth year. Subsequent licenses are for a total period of 36 years, with relinquishment of at least one-half of the original area required at the end of the sixth year. France Exploration permits are granted for periods of three to five years, renewable up to two times accompanied by substantial acreage relinquishments: 50 percent of the acreage at first renewal; 25 percent of the remaining acreage at second renewal. Upon discovery of commercial hydrocarbons, a production concession is granted for up to 50 years, renewable in periods of 25 years each. Australia Onshore: Acreage terms are fixed by the individual state and territory governments. These terms and conditions vary significantly between the states and territories. Production' licenses are generally granted for an initial term of 21 years, with subsequent renewals, each for 21 years, for the full area. http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 7 of 83 Offshore: Exploration permits are granted for six years with possible renewals of five-year periods to a total of 26 years. A 50 percent relinquishment of remaining area is mandatory at the end of each renewal period. Production licenses are for 21 years, with renewals of 21 years for the life of the field. Malaysia Exploration and production activities are governed by production sharing contracts negotiated with the national oil company. These contracts have an overall term of 20 years with possible extensions to the exploration or development periods. The exploration period is three years with the possibility of a two-year extension, after which time areas with no commercial discoveries must be relinquished. The development period is two years from commercial discovery, with an option to extend the period for an additional two years and possibly longer under special circumstances. Areas from which commercial production has not started by the end of the development period must be relinquished. The total production period is 15 years from first commercial lifting, not to exceed the overall term of the contract. Indonesia Exxon's operations previously conducted under a contract of work agreement converted to a production sharing contract in late 1993, with a term of 20 years. Other production sharing contracts in Indonesia have an overall term of up to 30 years. Republic of Yemen Production sharing agreements negotiated with the government entitle Exxon to participate in exploration operations within a designated area during the exploration period. In the event of a commercial discovery, the company is entitled to proceed with development and production operations during the development period. The length of these periods and other specific terms are negotiated prior to executing the production sharing agreement. Existing production operations have a development period extending 20 years from first commercial declaration made in November 1985. <PAGE> 4 Egypt Exploration and production activities are "governed by concession agreements negotiated with the government. These agreements generally permit three exploration periods, with the first period being three years, and the remaining two optional periods being two years each. Production operations have an overall term of 30 years, with an option for a ten-year extension. Colombia Prior to 1974, exploration, development and production rights were granted for up to 30 years through concessions. Since 1974, the association contract has been the basic form of participation in new acreage. With this form of contract, exploration rights are granted for up to a maximum of six years. After a discovery is made, the development period extends for 22 years with relinquishment of 50 percent at the end of six years, 50 percent of the retained area after eight years and all remaining area except commercial fields after ten years. 8. NUMBER OF NET PRODUCTIVE AND DRY WELLS DRILLED http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 8 of 83 <TABLE> <CAPTION> 1993 1992 1991 <s> A. Net Productive Exploratory Wells Drilled United States.............................................................................................:...................................... Canada............................................................................................................................................................. Europe.............................................................................................. Australia and FarEast................................................................................................................... Other................................................................................................................................................................ <c> 2 2 7 7 3 <c> <c> 5 13 3 11 11 10 16 18 22 Total............................................................................................................................................................. 21 37 54 B. Net Dry Exploratory Wells Drilled United States.................................................................................................... Canada............................................................................................................................................................. Europe......................................................................................................................................................... Australia and FarEast.................................................................................................................. Other............................................................................................................................................................... 12 1 6 6 1 11 23 2 12 13 13 10 10 7 10 Total............................................................................................................................................................. 26 43 68 C. Net Productive Development Wells Drilled United States......................................................................................................................................... Canada.................................................................. Europe............................................................................................................................................................. Australia and FarEast.................................................................................................................. Other............................................................................................................................................................... 193 216 19 61 10 109 50 22 64 12 224 24 28 58 12 Total........................................................................................................................................................... 499 257 346 D. Net Dry Development Wells Drilled United States..................................................... Canada........................................................................................................................................................... Europe.......................................................................................................................... Australia and FarEast................................................................................................ Other................................................................................................................................................................ 24 6 -- 3 2 17 23 --2 ---- 33 33 Total............................................................................................................................................................. 35 23 31 Total number of netwells drilled............................................................................. 581 360 499 </TABLE> <PAGE> 5 9. PRESENT ACTIVITIES . A. Wells Drilling -- Year-End 1993 <TABLE> <CAPTION> '. GROSS NET <S> United States.................................................. Canada........................................................................................................................................................................ Europe................................................. Australia and Far East..............................................................'........................................................... Other........................................................................................................................................................................... <c> 207 14 48 9 5 <c> 64 6 13 7 1 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 9 of 83 Total........................................................................................................................................................................ 283 91 </TABLE> B. Review of Principal Ongoing Activities in Key Areas UNITED STATES During 1993, exploration activities were coordinated by Exxon Exploration Company and producing activities by Exxon Company, U.S.A., both divisions of Exxon Corporation. Some of the more important ongoing activities are: . . Exploration and delineation of additional hydrocarbon resources continued. At year-end 1993, Exxon's inventory of undeveloped acreage totaled 3.7 million net acres. Exxon is active in areas onshore, offshore and in Alaska. A total of 14 net exploration and delineation wells were completed during 1993. . During 1993, 171 net development wells were completed within and around mature fields in the inland lower 48 states. . Exxon has an interest in over 25 enhanced oil recovery projects in the lower 48 states which contributed nearly 60 thousand barrels per day of incremental production in 1993. . Exxon's net acreage in the Gulf of Mexico at year-end 1993 was 1.4 million acres. A total of 36 net exploratory and development wells were completed during the year. Production was initiated from the Zinc field in mid-1993 via a satellite subsea production template to the Alabaster platform, which started up in 1992. Combined gas production from these two new fields exceeded 130 million cubic feet per day at year-end. The Mobile Bay project off Alabama also began production in 1993 and is currently producing more than 300 million cubic feet of gas per day. Off California, production from the Santa Ynez Unit .expansion began in late 1993. Drilling operations are under way on both new platforms. Harmony and Heritage. . Participation in Alaska production and development continued. The first phase of a second major Prudhoe Bay Unit gas handling expansion project was started up in late 1993. This additional gas handling capacity will help slow the natural decline from this giant oil field. Point McIntyre field also began production in October 1993 with rates exceeding 100 thousand barrels per day by year-end. CANADA During 1993, exploration and production activities in Canada were conducted by the Resources Division of Imperial Oil Limited, which is 69.6 percent owned by Exxon Corporation. Some of the more important ongoing activities are: . Commercial bitumen production from Cold Lake averaged 82 thousand barrels per day during 1993. Initial production began in 1993 from phases 7 and 8. Phases 9 and 10 will be deferred until there is further improvement in market conditions. . The Syncrude plant, 25 percent owned by Imperial and located in northern Alberta, has completed its'15th year of operations. Gross synthetic crude production averaged 178 thousand barrels per day in 1993. http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 10 of 83 OUTSIDE NORTH AMERICA During 1993, exploration activities were conducted by Exxon Exploration Company and producing activities by Exxon Company, International, both divisions of Exxon Corporation. Some of the more important ongoing activities include: United Kingdom Exxon's share of licenses held in United Kingdom waters totaled 1.8 million net acres at year-end 1993, with 13.6 net exploration and development wells completed during the year. First production at the Hudson and Strathspey fields and additional compression at Sole Pit began in 1993. Development of the Nelson and Galleon fields is proceeding, with start-up currently scheduled in 1994. Redevelopment of the Brent field is proceeding on schedule. Government approval has been obtained for the development of Brent South and the Barque Extension, with first production currently scheduled for 1995. Netherlands Exxon's interest in licenses totaled 2.8 million net acres at year-end 1993. During the year, 10.7 net exploration and development wells were completed. Onshore operations continued at Groningen, one of the world's largest gas fields. Offshore, the F3-FB, L12 and L15 fields started up in 1993, and development is proceeding on three new fields currently expected to start-up in 1994. ' Norway A total of 0.6 million net acres offshore were under license to Exxon at year-end 1993, and 3.8 net exploration and development wells were completed during the year. Production was initiated at the Brage, Sleipner East and Loke Heimdal fields, while the N.E. Frigg field ceased production during 1993. Projects for development of the Sleipner West, Tordis and the Statfjord satellite fields are continuing as planned, with first production currently scheduled for 1994-1997. France Exxon holds 1.7 million net acres onshore under license in France. During 1993, 2.0 net exploration and development wells were drilled and completed. Germany A total of 4.4 million net acres were held by Exxon in Germany at year-end 1993, with 2.3 net exploration and development wells drilled and completed during the year. Australia Exxon's year-end 1993 acreage holdings totaled 7.6 million net acres onshore and 2.5 million net acres offshore, with exploration and production activities underway in both areas. During 1993, 15.5 net exploration and development wells were completed. Projects are progressing for the offshore development of the West Tuna and Bream B fields with first production anticipated in 1996. Onshore, production from new fields in S.W. Queensland began in late 1993. Exxon's interests in the Jabiru, Challis and Cassini fields in the Timor Sea were divested in 1993. <PAGE> 7 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 11 of 83 Malaysia Exxon has interests in production sharing contracts covering 4.2 million net acres offshore peninsular Malaysia. During 1993, a total of 55.3 net exploration and development wells were completed. Development activity continued in the Seligi field with the installation of a fourth compression train and continuation of development drilling. Also in 1993, one additional platform was installed on the Dulang field. Indonesia Exxon acreage holdings totaled 2.5 million net acres onshore and 1.6 million net acres offshore Indonesia, with exploration and production activities being undertaken in both areas. A total of 5.5 net exploration and development wells were completed during 1993. Thailand Exxon's net interest acreage in the Khorat concession onshore Thailand totaled 0.6 million acres at year-end 1993. Republic of Yemen Exxon's net interest acreage in the Republic of Yemen production sharing agreement areas totaled 1.4 million acres onshore at year-end 1993. Facilities were installed to recover natural gas liquids in the Alif, Asa'ad Al-Kamil and Al-Raja fields. During 1993, 11.4 net exploration and development wells were drilled and completed. Egypt Exxon is engaged in exploration and production activities in two contract areas, with net acreage holdings totaling 0.1 million acres. Colombia A total of 0.2 million net acres onshore were held by Exxon at year-end 1993, with 1.3 net exploration and development wells being completed during the year. One concession in the Provincia field reverted to the Government during 1993. WORLDWIDE EXPLORATION Exploration activities were underway during 1993 in several areas in which Exxon has no established production operations. A total of 25.5 million net acres were held at year-end 1993, and 3.2 net exploration wells were completed during the year. ITEM 3. LEGAL PROCEEDINGS. On October 1, 1992, the U.S. Environmental Protection Agency ("EPA") issued a Complaint, Compliance Order, and Opportunity for Hearing to the registrant. The Complaint alleged that the registrant was late in filing certain financial assurance letters under the Resource Conservation and Recovery Act and proposed a civil penalty of $461,050. The registrant has executed a settlement agreement with the EPA which was approved by the Administrative Law Judge on October 28, 1993. Under the settlement, the registrant paid a civil penalty of $150,000. <PAGE> 8 Refer to the relevant portions of Note 14 on pages F15 and F16 of the accompanying financial section of the 1993 Annual Report to shareholders for http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 further information on legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. Page 12 of 83 EXECUTIVE OFFICERS OF THE REGISTRANT [pursuant to Instruction 3 to Regulation S-K, Item 401 (b)]. <TABLE> <CAPTION> NAME AGE AS OF MARCH 31, 1994 TITLE (HELD OFFICE SINCE) <S> <C> L. R. Raymond.... V". ..... 55 C. R. Sitter............................... 63 C. M. Harrison.......................... 63 E. J. Hess..................................... 60 R. E. Wilhelm............................ 53 D. L. Baird, Jr. ................. 49 E. R. Cattarulla.................. 62 W. B. Cook................................... 58 R. Dahan.......................................... 52 S. F. Goldmann.......................... 49 G. L. Graves............................... 55 R. P. Larkins............................ 61 H. J. Longwell.......................... 52 T. J. McDonagh, M.D............ 62 R. B. Nesbitt............................ W. D. O'Brien........................... C. K. Roberts............................. E. A. Robinson.......................... D. S. Sanders............................ D. E. Smiley............................. J. L. Thompson.......................... T. P. Townsend.......................... </TABLE> 60 63 64 60 54 62 54 57 <C> Chairman of the Board (1993) President (1993) Senior Vice President (1992) Senior Vice President (1993) Senior Vice President (1990) Secretary (1990) Vice President-- Public Affairs (1990) Vice President and Controller (1994) Vice President (1992) General Manager -- Corporate Planning (1993) Vice President -- Environment and Safety (199 Vice President (1990) Vice President (1992) Vice President -- Medicine and Occupational Health (1981) Vice President (1992) Vice President and General Tax Counsel (1989) Vice President and General Counsel (1993) Vice President and Treasurer (1983) Vice President -- Human Resources (1994) Vice President -- Washington Office (1978) Vice President (1991) Vice President -- Investor Relations (1990) For at least the past five years. Messrs. Raymond,-Sitter, Cattarulla, McDonagh, O'Brien, Robinson, Smiley and Town'send have been employed as executives of the registrant. <PAGE> 9 The following executive officers of the registrant have also served as executives of the subsidiaries, affiliates or divisions of the registrant shown opposite their names during the five years preceding December 31, 1993. <TABLE> <S> Exxon Chemical Company................. Exxon Coal and Minerals Com pany .................................................................... Exxon Company, International. Exxon Company, U.S.A....................... <c> Baird, Nesbitt and Sanders Larkins Cook, Dahan, Graves, Hess, Longwell, - Thompson and Wilhelm Goldmann, Harrison, Larkins, Longwell, and Sanders . Roberts http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 13 of 83 Exxon Exploration Company.... Thompson </TABLE> Officers are generally elected by the Board of Directors at its meeting on the day of each annual election of directors, each such officer to serve until his or her successor has been elected and qualified. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS. Incorporated by reference to the quarterly information which appears on page F21 of the accompanying financial section of the 1993 Annual Report to shareholders. ITEM 6. SELECTED FINANCIAL DATA. Incorporated by reference to page F3 of the accompanying financial section of the 1993 Annual Report to shareholders, ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Incorporated by reference to pages F4 through F7 of the accompanying financial section of the 1993 Annual Report to shareholders. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Reference is made to the Index to Financial Statements on page 14 of this Annual Report on Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Incorporated by reference to the relevant portions of pages 4 through 7 (excluding the portion of page 7 entitled "Transactions with Management") of the registrant's definitive proxy statement dated March 4, 1994. <PAGE> 10 " ITEM 11. EXECUTIVE COMPENSATION. Incorporated by reference to the fifth through eighth paragraphs of page 2, and pages 8 through 11 (excluding the portion of page 11 entitled "Board Compensation Committee Report on Executive Compensation") of the registrant's definitive proxy statement dated March 4, 1994. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Incorporated by reference to the relevant portions of pages 4 through 7 (excluding the portion of page 7 entitled "Transactions with Management") of the registrant's definitive proxy statement dated March 4, 1994. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Incorporated by reference to the portion of page 7 entitled "Transactions http://www.sec.gOv/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 14 of 83 with Management" of the registrant's definitive proxy statement dated March 4, 1994. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a)(1) and (a) (2) Financial Statements: See Index to Financial Statements and Financial Statement Schedules on page 14 of this Annual Report on Form 10-K. (a)(3) Exhibits: See Index to Exhibits on page 19 of this Annual Report on Form 10-K. (b)Reports on Form 8-K. The registrant did not file any reports on Form 8-K during the last quarter of 1993. <PAGE> 11 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. EXXON CORPORATION /s/ LEE R. RAYMOND By: ______________________________ (Lee R. Raymond, Chairman of the Board) Dated March 11, 1994 POWER OF ATTORNEY EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD E. GUTMAN, FRANK A. RISCH AND RICHARD A. ROSENBERG, AND EACH OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL "AMENDMENTS TO THIS ANNUAL REPORT ON FORM 10-K, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYSIN-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> /s/ LEE R. RAYMOND <c> Chairman of the Board <c> March 11, http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 15 of 83 (Lee R. Raymond) /s/ RANDOLPH W. BROMERY (Randolph W. Bromery) /s/ D. WAYNE CALLOWAY (D. Wayne Calloway) /s/ JESS HAY (Jess Hay) /s/ WILLIAM R. HOWELL . </TABLE> (William R. Howell) (Principal Executive Officer) Director March 11, Director March 11, Director March 11, Director March 11, <PAGE> _ <TABLE> <S> /s/ LORD LAING OF DUNPHAIL (Lord Laing of Dunphail) /s/ PHILIP E. LIPPINCOTT (Philip E. Lippincott) /s/ MARILYN CARLSON NELSON (Marilyn Carlson Nelson) /s/ CHARLES R. SITTER (Charles R. Sitter) Is/ JOHN H. STEELE (John H. Steele) /s/ ROBERT E. WILHELM (Robert E. Wilhelm) /s/ JOSEPH D. WILLIAMS Director Director Director Director Director Director Director <C> March 11, March 11, March 11, March 11, March 11, March 11, March 11, (Joseph D. Williams) /s/ W. B. COOK (W. B. Cook) Controller (Principal Accounting Officer) March 11, </TABLE> /s/ E. A. ROBINSON (E. A. Robinson) Treasurer (Principal Financial Officer) March 11, <PAGE> 13 INDEX TO FINANCIAL STATEMENTS . The consolidated financial statements, together with the report thereon of Price Waterhouse dated February 23, 1994, appearing on pages F8 to F20; the Quarterly Information appearing on page F21; and the Supplemental Information on Oil and Gas Exploration and Production Activities appearing on pages F22 to F26 of the accompanying financial section of the 1993 Annual Report to shareholders are incorporated in this Annual Report on Form 10-K as Exhibit 13. With the exception of the aforementioned information, no other data appearing http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 16 of 83 in the accompanying financial section of the 1993 Annual Report to shareholders is deemed to be filed as part of this Annual Report on Form 10-K under Item 8. The following Consolidated Financial Statement Schedules should be read in conjunction with the accompanying financial section of the 1993 Annual Report to shareholders. Consolidated Financial Statement Schedules not included with this Annual Report on Form 10-K have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. <TABLE> <CAPTION> SUPPLEMENTAL FINANCIAL INFORMATION PAGE <S> <C> Property, Plant and Equipment (Schedule V)....................................................................................... 16 Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment (Schedule VI)............................................................................................................................. 17 Short-term Borrowings (Schedule IX)......................................,................................................................. 18 Supplementary Income Statement Information (Schedule X)................................................... 18 </TABLE> REPORT OF INDEPENDENT ACCOUNTANTS ON THE SUPPLEMENTAL FINANCIAL INFORMATION To the Board of Directors of Exxon Corporation Our audits of the consolidated financial statements referred to in our report dated February 23, 1994 appearing on page Fll of the accompanying financial section of the 1993 Annual Report to shareholders of-Exxon Corporation (which report and consolidated financial statements are incorporated as Exhibit 13) also included an audit of the Supplemental Financial Information listed above. In our opinion, this Supplemental Financial Information presents fairly, in all material respects,the information set forth therein when read in conjunction with the related consolidated financial statements. As discussed in note 2 to the consolidated financial statements, the corporation changed its method of accounting for postretirement benefits other than pensions and for income taxes in 1992. Price Waterhouse Dallas, Texas February 23, 1994 <PAGE> 14 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> Form S-3 Form S-8 (No. (No. 33-49417) 33-51107) Form S-8 (No. 33-19057) Form S-3 (No. 33-48919) <C> . --Exxon Corporation Shareholder Investment Program; --1993 Incentive Program of Exxon Corporation (together with 1983 Stock Option and 1988 Long Term Incentive Plans of Exxon Corporation); --Thrift Plans of Exxon Corporation and Participating Affiliated Employers; --Guaranteed Debt Securities and Warrants to Purchase Guaranteed Debt Securities of Exxon Capital Corporatic http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 17 of 83 Form S-3 (No. 33-8922) </TABLE> --Guaranteed Debt Securities of SeaRiver Maritime, Inc. (formerly Exxon Shipping Company) of our report dated February 23, 1994 appearing on page Fll of the accompanying financial section of the 1993 Annual Report to shareholders of Exxon Corporation which is incorporated as Exhibit 13 in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report on the Supplemental Financial Information, which appears on page 14 of this Annual Report on Form 10-K. Price Waterhouse Dallas, Texas March 11, 1994 <PAGE> 15 EXXON CORPORATION PROPERTY, PLANT AND EQUIPMENT (SCHEDULE V) 1993, 1992 AND 1991(1) (EXPRESSED IN MILLIONS OF DOLLARS) <TABLE> <CAPTION> CLASSIFICATION BALANCE AT RETIRE- FOREIGN BEGINNING ADDITIONS MENTS EXCHANGE OF YEAR AT COST OR SALES EFFECTS OTHER ADDITIONS AND/OR (DEDUCTIONS) BALAN AT Cl OF YE 1993 <S> <C> Petroleum and Natural Gas: Exploration and Produc- tion................................................ $ 62,609 Refining and Marketing. 28,166 Total Petroleum and Natural Gas.......................... Chemicals........................................ Other................................................. 90,775 9,048 10,915 <C> <C> $3,231 2,161 - 5,392 542 985 $2,444 1,710 4,154 219 139 <C> $ 031) (851) (1,782) (222) (6) <C> $(334) 337 3 6 O) Total............................................. $110,738 $6,919 $4,512 $(2,010) . -- <CAPTION> 1992 <C> $ 62, 28, 90, 9, 11, $111, <S> <C> Petroleum and Natural Gas: Exploration and Produc- tion................................................ $ 64,505 Refining and Marketing. 28,570 <C> $3,517 2,169 <C> <C> .<C> $2,209 $(3,927) 725 (1,885) $ 723 37 <C> $ 62, 28, Total Petroleum and Natural Gas.......................... 93,075 5,686 2,934 (5,812) 760 90, http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 18 of 83 Chemicals...................................... Other................................................... 9,041 10,324 594 858 169 300 (416) (42) (2) 9, 75 10, Total....................................... <CAPTION> 1991 $112,440 $7,138 $3,403 $(6,270) $ 833(2) $110, <S> Petroleum and Natural Gas: Exploration and Produc- tion.................................... Refining and Marketing. <C> $ 62,188 27,398 <C> $3,709 1,926 <C> <C> <C> $1,240 $ 582 (252) (101) $ 100 (71) <C> $ 64, 28, Total Petroleum and Natural Gas.......................... Chemicals....................................... Other................................................... 89,586 8,594 9,419 5,635 575 1,052 1,822 97 121 (353) (29) 1 29 (2) (27) 93, 9, 10, Total............................................ $107,599 $7,262 $2,040 $ (381) -- $112, </TABLE> Notes: (1) Reference is made to page Fll of the accompanying financial section of the 1993 Annual Report to shareholders for a description of the accounting for property, plant and equipment. (2) The total for 1992 reflects the property, plant and equipment gross-up, effective January 1, 1992, associated with implementation of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." <PAGE> - 16 EXXON CORPORATION ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (SCHEDULE VI) 1993, 1992 AND 1991(1) (EXPRESSED IN MILLIONS OF DOLLARS) <TABLE> <CAPTION> CLASSIFICATION - DEDUCTIONS FOR BALANCE AT ADDITIONS RETIRE BEGINNING CHARGED TO MENTS AND OF YEAR INCOME(2) SALES FOREIGN EXCHANGE EFFECTS OTHER ADDITIONS AND/OR (DEDUCTIONS)(3) 1993 <S> <C> Petroleum and Natural Gas: Exploration and Produc tion ................................................ $29,729 Refining and Marketing. 12,268 <C> $2,803 1,088 <C> $2,069 . 1,282 <C> <C> $ (381) (396) $(214) 240 Total Petroleum and http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-00p308.txt 9/12/2000 Page 19 of 83 Natural Gas.......................... Chemicals...................................... Other................................................. 41,997 4,033 2,909 3,891 382 422 3,351 167 93 (777) (98) -- 26 (1) -- Total............................................. $48,939 $4,695 $3,611 $ (875) $ 25 <CAPTION> 1992 <S> Petroleum and Natural Gas: Exploration and Produc. tion.............................................. Refining and Marketing. <C> $29,623 12,397 Total Petroleum and Natural Gas.......... Chemicals........................................ Other................................................... 42,020 3,935 2,621 Total............................... $48,576 <C> $3,099 1,103 4,202 381 416 $4,999 <C> $1,509 466 ---------- -- 1,975 109 203 $2,287 <C> <C> $(1,632) (732) *--------- ---- (2,364) (170) (11) $(2,545) $ 148 (34) 114 (4) 86 $196 <CAPTION> 1991 <S> Petroleum and Natural Gas: Exploration and Produc- tion............................................... Refining and Marketing. <C> $27,250 11,644 <C> $3,007 1,143 <C> $ 651 324 <C> <C> $ (120) (42) $ 137 (24) Total Petroleum and Natural Gas.......... Chemicals....................................... Other................................................... 38,894 3,644 2,373 4,150 361 354 975 60 20 (162) (9) -- 113 (1) (86) 1 </> 1 Total............................................. $44,911 $4,865 $1,055 $ (171) 26 </TABLE> Notes: (1) Reference is made to page Fll of the accompanying financial section of the 1993 Annual Report to shareholders for a description of the accounting for depreciation, depletion and amortization. (2) Depreciation and depletion (page F9 of the accompanying financial section of the 1993 Annual Report to shareholders) was comprised of: <TABLE> <CAPTION> i993 1992 1991 <S> <C> <C> Additions charged to income, as above.... ............................. $4,695 $4,999 Amortization of intangibles..................................... . 72 Losses (Gains) on retirements............................... (27) <C> $4,865 70 (111) $4,884 $5,044 $4,824 </TABLE> (3) Reflects transfers among functions and net-charges and reclassifications to other balance sheet accounts. http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.t5rt 9/12/2000 <PAGE> 17 EXXON CORPORATION SHORT-TERM BORROWINGS (SCHEDULE IX) 1993, 1992 AND 1991 (EXPRESSED IN MILLIONS OF DOLLARS) Page 20 of 83 <TABLE> <CAPTION> . MAXIMUM AVERAGE WEIGHTED BALANCE WEIGHTED AMOUNT AMOUNT AVERAGE AT AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE ... CLOSE INTEREST DURING THE DURING THE DURING THE OF YEAR RATE YEAR(l) YEAR(l) YEAR(2) 1993 <s> <c> Banks and Bankers................. $1,189 Holders of Commercial Paper.......................,...................... 1, 891 <CAPTION> 1992 <c> 5 6% 3 3% <C> $1,489 2,895 <S> Banks and Bankers.... Holders of Commercial Paper........................................ <CAPTION> 1991 <c> <c> <c> $1,478 6.6% $1,478 2,761 3.6% 3,358 <S> Banks and Bankers.... Holders of Commercial Paper.............................. </TABLE> <c> <c> <c> $ 795 11.1% $1,585 3,267 5.0% 3,790 <C> $1,265 2,472 <C> $1,078 2,742 <C> $1,120 2,802 <C> 6.,6% 3.,2% <C> 9.7% 3.6% <C> 10.4% 6.1% Notes: (1) Determined from monthly balances. (2) Represents the ratio of actual interest'to average borrowings outstanding. EXXON CORPORATION SUPPLEMENTARY INCOME STATEMENT INFORMATION (SCHEDULE X) FOR YEARS 1993, 1992 AND 1991 (EXPRESSED IN MILLIONS OF DOLLARS) <TABLE> <CAPTION> <S> DESCRIPTION ' CHARGED TO COSTS AND EXPENSES . 1993 1992 1991 <c> <c> <c> http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 21 of 83 Maintenance and repairs................................................... Sales, use, value-added and turnover taxes Specific taxes on petroleum industry.............. </TABLE> $ 2,753 $ 2,877 $ 2,893 16,055 17,557 16,899 1,174 1,305 1,328 <PAGE> 18 INDEX TO EXHIBITS <TABLE> <C> 3 (i) . 3(ii) . 10(iii) (a) . 10(iii) (b). 10(iii)(c). 10(iii)(d). .10(iii) (e) . 12 13. 21. 23. </TABLE> <S> 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). Registrant's By-Laws, as revised to October 27, 1993. Registrant's 1993 Incentive Program (incorporated by reference to pages 22 through 27 of the registrant's definitive proxy statement dated March 5, 1993).* Registrant's Plan for Deferral of Nonemployee Director Compensation and Fees, as amended.* Registrant's Restricted Stock Plan for Nonemployee Directors.* Supplemental life insurance (incorporated by reference to Exhibit 10 (iii) (d) to the registrant's Annual Report on Form 10-K for 1992).* Registrant's Short Term Incentive Program.* Computation of ratio of earnings to fixed charges. Financial Section of the registrant's 1993 Annual Report to shareholders. Subsidiaries of the registrant. Consent of Independent Accountants (contained on page 15 of this Annual Report on Form 10-K). <C> * 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 required to be filed. The registrant agrees jto furnish a copy of any such instrument to the Securities and Exchange Commission upon request. are </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-3.B <SEQUENCE>2 <DESCRIPTION>BY-LAWS <TEXT> 19 <PAGE> EXXON CORPORATION EXHIBIT 3(11) INCORPORATED IN NEW JERSEY BY-LAWS http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 22 of 83 ARTICLE I MEETINGS OF SHAREHOLDERS 1. Meetings of shareholders may be held on such date and at such time and place, within or without the State of New Jersey, as may be fixed by the board of directors and stated in the notice of meeting. 2. The date for each annual meeting of shareholders, fixed as provided in Section 1 of this Article I, shall be a date not more than thirteen months after the date on which the last annual meeting of shareholders was held. The directors shall be elected at the annual meeting of shareholders. 3. Special meetings of the shareholders may be called by the board of directors, the chairman of the board or the president. 4. Except as otherwise provided by statute, written notice of- the date, time, place and purpose or purposes of every meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting. The business transacted at special meetings shall be confined to the purposes specified in the notice. 5. Unless otherwise provided by statute the holders of shares entitled to cast a majority of votes at a meeting, present either in person or by proxy, shall constitute a quorum at such meeting. Less than a quorum may adjourn. 6. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders entitled to receive payment of any dividend or allotment of any right, or for the purpose of any other action, the board of directors may fix in advance a date as the record date for any such determination of shareholders. Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. 7. The board of directors may, in advance of any shareholders' meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed by the board or shall fail to qualify, the person presiding at a shareholders' meeting may, and at the request of any shareholder entitled to vote thereat, shall, make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the board in advance of the meeting or at the meeting by the person presiding at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute such duties at such meeting with strict impartiality and according to the best of the inspector's ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. If there <PAGE> 1 are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge. http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 23 of 83 question or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and such report shall be filed with the minutes of the meeting. ARTICLE II BOARD OF DIRECTORS 1. The business and affairs of the corporation shall be managed by its board of directors consisting of not less than ten nor more than fifteen members, who shall hold office until the next annual meeting and until their successors shall have been elected and qualified. The actual number of directors shall be determined from time to time by resolution of the board. If at any time, except at the annual meeting, the number of directors shall be increased, the additional director or directors may be elected by the board, to hold office until the next annual meeting and until their successors shall have been elected and qualified. 2. The organization meeting of the board of directors, for the purpose of organization or otherwise, shall be held without further notice on the day of the annual meeting of shareholders, at such time and place as-shall be fixed from time to time pursuant to resolution of the board. Other regular meetings of the board may be held without further notice at such times and places as shall be fixed from time to time pursuant to resolution of the board. The chairman of the board, the president, any vice president who is a member of the board, or the secretary may change the day or hour or place of any single regular meeting from that determined by the board upon causing that prior notice of such change be transmitted to all directors. Special meetings of the board may be called at the direction of the chairman of the board, of the president or of any vice president who is a member of the board, or, in the absence of such officers, at the direction of any one of the directors. Any such meeting shall be held on such date and at such time and place as may be designated in the notice of the meeting. Notices required under this section may be transmitted in person, in writing, or by telephone, telegram, cable or radio, and shall be effective whether or not actually received, provided they are duly transmitted not less than fortyeight hours in advance of the meeting. Notice may be waived in writing before or after a meeting. No notice or waiver need specify the business scheduled for any board meeting and any business may be transacted at either a regular or special meeting. 3. Five directors shall constitute a quorum for the transaction of business, except that any directorship not filled at the annual meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the board, or by a sole remaining director. At any meeting of the board, whether or not a quorum is present, a majority of those present may adjourn the meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment. 4. (a) The provisions of this Section 4 of Article II shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster or from the imminent threat of such an attack or disaster. For the purpose of this Section 4 of Article II, such an emergency is defined as any period following (i) an enemy attack on the continental United States or any nuclear or atomic disaster as a result and during the period of which the means of communication or travel within the continental United States are disrupted or made uncertain or unsafe, or (ii) a determination as herein provided that such an attack http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 24 of 83 <PAGE> 2 or disaster is imminent or has occurred. The commencement and termination of the period of any such emergency may be determined by the chairman of the board or, in the event of the death, absence or disability of the chairman of the board, by the president, or in the event of the death, absence or disability of both the chairman of the board and the president, by such person or persons as the board of directors may from time to time designate, but in the absence of such specific designation, by the senior vice president who has been designated pursuant to the authority of Section 6 of Article IV of these by-laws to exercise the powers and perform the duties of the chairman of the board and the president. To the extent not inconsistent with the provisions of this Section 4 of Article II, the by-laws in their entirety shall remain in effect during any such emergency. (b) Before or duririg any such emergency, the board may change- the head office or designate several alternative head offices or regional offices, or authorize the officers to do so, said change to be effective during the emergency. (c) The officers or other persons designated by title in a list approved by the board before or during the emergency, all who are known to be alive and available to act in such order of priority and subject to such conditions and for such period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the resolution of the board approving the list, shall, to the extent required to.provide a quorum at any meeting of the board, be deemed and shall have all the powers of directors for such meeting. Unless so designated, an officer who is not a director shall not be deemed a director for the foregoing purpose. (d) Meetings of the board may be called by any officer or director or in the absence of all officers and directors by any person designated in a list approved by the board pursuant to subsection (c) of this Section 4. Any such meeting shall be held on such date and at such time and place as may be designated in the notice of the meeting. Notice of any such meeting need be given only to such of the directors as it may be feasible to reach at the time and such of the persons designated in such list as is considered advisable in the judgment of the person calling the meeting. Any such notice may be transmitted in person, in writing, or by telephone, telegram, cable or radio, or by such other means as may be feasible at the time, shall be effective whether or not actually received and shall be given at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit. (e) Three directors shall constitute a quorum for the transaction of business. (f) Before or during any such emergency, the board by resolution may (i) appoint one or more committees in addition to or in substitution for one or more of those appointed pursuant to the provisions of Article III of these by laws to act during such emergency and (ii) take any of the actions listed in Section 2 of Article III of these by-laws in regard to any committee established pursuant to (i) of this subsection (f). Each such committee shall have at least three members, none of whom need be a director. To-the extent provided in such resolution, each such committee shall have and may exercise all the authority of the board, except that no such committee shall take the action which Section 1 of Article III of these by-laws prohibits committees of the board to take. (g) Before or during any 'such'emergency, the board may provide and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation or any or all members of any http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-0003 08.txt 9/12/2000 Page 25 of 83 committee of the board shall for any reason be rendered incapable of discharging their duties. (h) No officer, director or employee acting in accordance with this Section 4 of Article II shall be liable except for willful misconduct. No officer, director or employee shall be liable for any action taken in good faith in such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the by-laws then in effect. <PAGE> 3 . (i) Persons may conclusively rely upon a determination made pursuant to subsection (a) of this Section 4 that an emergency as therein defined exists regardless of the correctness of such determination. 5. No contract or qther transaction between the corporation and one or more of its directors or between the corporation and any other corporation, firm or association of any type or kind in which one or more of its directors are directors or are otherwise interested, shall be void or voidable solely by reason of such common directorship or interest, or solely because such director or directors are present at the meeting of the board or a committee thereof which authorizes or approves the contract or transaction, or solely because such director's or directors' votes are counted for such purpose, if (a) the contract or other transaction is fair and reasonable as to this corporation at the time it is authorized, approved or ratified, or (b) the fact of the common directorship or interest is disclosed or known to the board or committee and the board or committee authorizes, approves or ratifies the contract or transaction by unanimous written consent, provided at least one director so consenting is disinterested, or by affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, or (c) the fact of the common directorship or interest is disclosed or known to the shareholders and they authorize, approve or ratify the contract or transaction. ' ARTICLE III COMMITTEES OF THE BOARD 1. The board, by resolution adopted by a majority of the entire board, may appoint from among its members an executive committee and one or more other committees, each of which shall have at least three members, except for the finance committee, if any, which shall have at least two members. To the extent provided in such resolution, each such committee shall have and may exercise all the authority of the board, except that no such committee shall (a) make, alter or repeal any by-law of the corporation; (b) elect any director, or remove any officer or director; (c) submit to shareholders any action that requires shareholders' approval; or (d) amend or repeal any resolution theretofore adopted by the board which by its terms is amendable or repealable only by the board. 2. The board, by resolution adopted by a majority of the entire board, may (a) fill any vacancy in any such committee; (b) appoint one or more directors to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members; (c) abolish any such committee at its pleasure; (d) remove any director from membership on such committee at any time, with or without cause; and (e) establish as a quorum for any such committee less than a majority of the entire committee, but in no case less than the greater of two persons or one-third of the entire committee. . 3. Actions taken at a meeting of any such committee shall be reported to the http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 26 of 83 board at its next meeting following such committee meeting; except that, when the meeting of the board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the board at its second meeting following such committee meeting. ARTICLE IV OFFICERS 1. The board of directors at the organization meeting on the day of the annual election of directors shall elect a chairman of the board, a president, one or more vice presidents as the board may determine, any one or more of whom may be designated as executive vice president or as senior vice president or in such special or limiting style as the board may determine, a secretary, a treasurer, a controller, a general counsel, and a general tax counsel. The chairman of the board and the president shall each be a director, but the other officers need not be members of the board. <PAGE> 4 2. The board of directors may from time to time elect, or authorize an officer of the corporation to appoint in writing, assistant secretaries, assistant treasurers, assistant controllers, and such other officers as the board may designate. 3. All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in these by-laws, or as may be determined by resolution of the board not inconsistent with these by-laws. 4. The chairman of the board shall be chief executive officer of the corporation and shall preside at all meetings of shareholders and directors. Subject to the board of directors, the chairman of the board shall have general care and supervision of the business and affairs of the corporation. In the absence of the president, the chairman of the board shall exercise the powers and perform the duties of the president. . 5. The president shall, subject to the board of directors, direct the current, administration of the business and affairs of the corporation. In the absence of the chairman of the board, the president shall preside at meetings of the shareholders and directors and exercise the other powers and duties of the chairman. 6. In the event of the death, absence, or disability of the chairman of the board and the president, a senior vice president may be designated by the board to exercise the powers and perform the duties of those offices. 7. The secretary shall give notice of all meetings of the shareholders and of the board of directors. The secretary shall keep records of the votes at elections and of all other proceedings of the shareholders and of the board. The secretary shall have all the authority and perform all the duties normally incident to the office of secretary and shall perform such additional duties as may be assigned to the secretary by the board, the chairman of the board or the president. The assistant secretaries shall perform such of the duties of the secretary as may be delegated to them by the secretary. 8. The treasurer shall be the principal financial officer of the corporation. The treasurer shall have charge' and custody of all funds and securities of the corporation; receive and give receipts for monies paid to the corporation, and deposit such monies in the corporation's name in such banks or other http://wvmsec.gov/ArcWves/edgar/daW34088/000095013 l-94-000308.txt 9/12/2000 Page 27 of 83 depositories as shall be selected for the purpose; and shall cause money to be paid out as the corporation may require. The treasurer shall have all the authority and perform all the duties normally incident to the office of treasurer and shall perform such additional duties as may be assigned to the treasurer by the board of directors, the chairman of the board or the president. The assistant treasurers shall perform such of the duties of the treasurer as may be delegated to them by the treasurer. 9. The controller shall be the principal accounting and financial control officer of the corporation. The controller shall be responsible for the system of financial control of the corporation, including internal audits, the maintenance of its accounting records, and the preparation of the corporation's financial statements. The controller shall periodically inform the board of directors of the corporation's financial results and position. The controller shall have all the authority and perform all the duties normally incident to the office of controller and shall perform such additional duties as may be assigned to the controller by the board of directors, the chairman of the board or the president. The assistant controllers shall perform such of the duties of the controller as may be delegated to them by the controller. <PAGE> 5 10. The general counsel shall advise the board of directors and officers on legal matters, except those relating to taxes. The general tax counsel shall advise the board of directors and officers on legal matters relating to taxes. Each shall perform such additional duties as may be assigned to either of them by the board of directors, the chairman of the board or the president. 11. Any vacancy occurring among the officers, however caused, may be filled by the board of directors except that any vacancy in the office of an assistant secretary, assistant treasurer or assistant controller appointed by an officer of the corporation may be filled by the officer, if any, then authorized by the board to make appointments to such office. ' 12. Any officer may be removed by the board with or without cause, and any assistant secretary, assistant treasurer or assistant controller appointed by an officer of the corporation may be removed with or without cause by the officer, if any, then authorized by the board to make appointments to such office. ARTICLE V DIVISIONS AND DIVISION OFFICERS 1. The board of directors may from time to time establish one or-.more divisions of the corporation and assign to such divisions responsibilities for such of the corporation's business, operations and affairs as the board may designate. 2. The board of directors may appoint or authorize an officer of the corporation to appoint in writing officers of a division. Unless elected or appointed an officer of the corporation by the board of directors or pursuant to authority granted by the board, an officer of a division shall not as such be an officer of the corporation, except that such person shall be an officer of the corporation for the purposes of executing and delivering documents on behalf of the corporation or for other specific purposes, if and to the extent that such person may be authorized to do so by the board of directors. Unless otherwise provided in the writing appointing an officer of a division, such http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 28 of 83 person's term of office shall be for one year and until that person's successor is appointed and qualified. Any officer of a division may be removed with or without cause by the board of directors or by the officer, if any, of the corporation then authorized by the board of directors to appoint such officer of a division. 3. The board of directors may prescribe or authorize an officer of the corporation or an officer of a division to prescribe in writing the duties and powers and authority of officers of divisions. ARTICLE VI TRANSFER OF SHARES 1. Shares of the corporation shall be transferable on the records of the corporation in accordance with the provisions of Chapter 8 of the Uniform Commercial Code {New Jersey Statutes 12A: 8-101 et seq.), as amended from time to time, except as otherwise provided in the New Jersey Business Corporation Act (New Jersey Statutes 14A:1-1 et seq.). 2. In the case of lost, destroyed or wrongfully taken certificates, transfer shall be made only after the receipt of a sufficient indemnity bond, if required by the board of directors, and satisfaction of other reasonable requirements imposed by the board. 3. The board of directors may from time to time appoint one or more transfer agents and one or more registrars of transfers. All share certificates shall bear the signature, which may be a facsimile, of a transfer agent and of a registrar. The functions of transfer agents and registrars shall conform <PAGE> 6 to such regulations as the board may from time to time prescribe. The board may at any time terminate the appointment of any transfer agent or registrar. ARTICLE VII FISCAL YEAR The fiscal year of the corporation shall be the calendar year. ARTICLE VIII CORPORATE SEAL 1. The corporate seal is, and until otherwise ordered by the board of directors shall be, a circle containing the words "EXXON CORPORATION, INCORPORATED UNDER THE LAWS OF NEW JERSEY" and may be an impression upon paper or wax or a printed or facsimile reproduction of such impression. . 2. The impression of the seal may be made and attested by either the secretary or an assistant secretary for the authentication of contracts and other papers requiring the seal. ARTICLE IX AMENDMENTS The board of directors shall have the power to make, alter and repeal the by laws of the corporation, but by-laws made by the board may be altered or repealed, and new by-laws made, by the shareholders. http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 29 of 83 ARTICLE X INDEMNIFICATION 1. The corporation shall indemnify to the full extent from time to time permitted by law any director or former director or officer or former officer made, or threatened to be made, a party to, or a witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, legislative, investigative, or of any other kind, by reason of the fact that such person is or was a director, officer, employee or other corporate agent of the corporation or any subsidiary of the corporation or serves or served any other enterprise at the request of the corporation (including service as a fiduciary with respect to any employee benefit plan of the corporation or any subsidiary of the corporation) against expenses (including attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, or any appeal therein. No indemnification pursuant to this Article X shall be required with respect to any settlement or other nonadjudicated disposition of any threatened or pending action or proceeding unless the corporation has given its prior consent to such settlement or other disposition. - 2. As any of the foregoing expenses are incurred, they shall be paid by the corporation for the director or former director or officer or former officer in advance of the final disposition of the action, suit or proceeding promptly upon receipt of an undertaking by or on behalf of such person to repay such payments if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. <PAGE> 7 3. The foregoing indemnification and advancement of expenses shall not be deemed exclusive of any other rights to which any person indemnified may be entitled. 4. The rights provided to any person by this Article X shall be enforceable against the corporation by such person, who shall be presumed to have relied upon it in serving or continuing to serve as a director or in any of the other capacities set forth in this Article X. No elimination of or amendment to this Article X shall deprive any person of rights hereunder arising out of alleged or actual occurrences, acts or failures to act occurring prior to notice to such person of such elimination or amendment. The rights provided to any person by this Article X shall inure to the benefit of such person's legal representative. ~ 8 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-10.B ' <SEQUENCE>3 <DESCRIPTION>DEFERRAL PLAN OF NONEMPLOYEE DIRECTOR COMPENSATION <TEXT> <PAGE> EXHIBIT 10(111)(B) EXXON CORPORATION PLAN FOR DEFERRAL OF NONEMPLOYEE DIRECTOR COMPENSATION AND FEES http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 30 of 83 (AS AMENDED BY THE BOARD OF DIRECTORS ON JANUARY 28, 1987) 1. PURPOSE: The purpose of the Exxon Corporation Plan for Deferral of Nonemployee Director Compensation and Fees (the "Plan") is to provide nonemployee Directors of Exxon Corporation (the "Corporation") with an opportunity to defer compensation as a Director. 2. EFFECTIVE DATE OF THE PLAN: The Plan shall become effective May 15, 1980. 3. PARTICIPANTS: Any Director of the Corporation who is not, at the time of filing the election referred to in Section 4, an employee of the Corporation or of an affiliate of.the Corporation is eligible to participate in the Plan. 4. ELECTION TO DEFER COMPENSATION: (a) TIME OF ELECTION: An election to defer compensation shall be made by a Director at, or prior to, the time of election to the Board for the relevant elected term and prior to the right to receive any compensation for such term. An election shall continue in effect until the end of the participant's service as a Director or until the end of the elected term during which the Director gives to the Corporation written notice of the discontinuance of the election, whichever shall occur first. Such a notice of discontinuance shall operate prospectively from its effective date and compensation payable during any subsequent term of office shall not be deferred, but compensation theretofore deferred shall continue to be withheld and shall be paid in accordance with the notice of election pursuant to which it was withheld. - (b) AMOUNT OF DEFERRAL: A participant may elect to defer receipt of all or a specified portion of the compensation otherwise thereafter payable to such participant for serving on the Board of Directors of the Corporation and attending meetings or Committee meetings thereof. (c) MANNER OF ELECTING DEFERRAL: A participant shall elect to defer compensation by giving written notice to the Corporation in the form attached hereto as Exhibit A or such other form as is approved by the Board. Such notice shall include: (1) the percentage or amount of compensation to be deferred, (2) an election of a lump-sum payment or of a number of annual installments (not to exceed five) for the payment of the deferred compensation, and . (3) the date of the lump-sum payment or the first installment payment (which shall not be earlier than January 15 of the year following the year in which service as a Director terminates nor later than January 15 first following the participant's 72nd birthday or such other date as may be approved by the Board). 5. DEFERRED COMPENSATION ACCOUNT: For each participant there shall be established a deferred compensation account ("Account") which will be credited (i) at the time such amount would otherwise by payable, with the amount of any compensation receipt of which the participant has elected to defer, and (ii) at the end of each year or initial http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 31 of 83 or terminal portion of a year, with deemed interest, at an annual rate equivalent to the weighted average prime lending rate of Citibank N.A. for the relevant year or portion thereof ("interest equivalents"), upon the average daily balance in the Account during such year or portion thereof. <PAGE> 1 6. VALUE OF DEFERRED COMPENSATION ACCOUNT: The value of each participant's Account shall consist of compensation deferred and the interest equivalents described in Section 5. All credits to an Account shall be credited with interest equivalents in relation to the period from the date credited to the date of withdrawal. For this purpose the date of withdrawal shall be deemed to be (i) the close of business December 31st of the year preceding payment or (ii) if payment is made because of death, then the date of death. As promptly as practicable following the close of each calendar year a statement will, be sent to each participant as to the balance in the participant's Account as of the end of such year. 7. PAYMENT OF DEFERRED COMPENSATION: ~ No withdrawal may be made from a participant's Account except as provided in this Section. The balance in a participant's Account is payable in cash in the manner elected as provided in Section 4. If annual installments are elected, the amount of the first payment shall be a fraction of the balance in the participant's Account as of December 31st of the year preceding such payment, the numerator of which is one and the denominator of which is the total number of installments elected. The amount of each subsequent payment shall be a fraction of the balance in the participant's Account as of December 31st of the year preceding each subsequent payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid. In the event of a participant's death, the balance in the participant's Account (including interest equivalents in relation to the elapsed portion of the year of death) shall be determined as of the date of death and such balance shall be paid in a single payment to the participant's estate as soon as reasonably possible thereafter. 8. PARTICIPANT'S RIGHTS UNSECURED: The right of a participant to receive any unpaid portion of the participant's Account shall be an unsecured claim against the general assets of the Corporation. 9. NON-ASSIGNABILITY: The right of a participant to receive any unpaid portion of the participant's Account shall not be assigned, transferred, pledged or encumbered or be subject in any manner to alienation or anticipation. 10. ADMINISTRATION: The Administrator of the Plan shall be the Secretary of the Corporation. The Administrator shall have authority to adopt rules and regulations for carrying out the Plan and to interpret, construe and implement the provisions thereof. 11. AMENDMENT AND TERMINATION: . This Plan may at any time be amended, modified or terminated by the Board of http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 32 of 83 Directors of the Corporation. No amendment, modification or termination shall, without the consent of a participant, adversely affect such participant's rights with respect to amounts accrued in the participant's Account. <PAGE> 2 EXHIBIT A EXXON CORPORATION PLAN FOR DEFERRAL OF NONEMPLOYEE DIRECTOR COMPENSATION AND FEES ELECTION FORM TO: CORPORATE SECRETARY In accordance with, the provisions of the Plan for Deferral of Nonemployee Director Compensation and Fees, I hereby elect to defer future compensation (excluding expense reimbursements) otherwise payable to me for services as a Director of Exxon Corporation. - <TABLE> <S> Amount of Deferral: </TABLE> <C> % of Board compensation or $ % of committee compensation or $ % of Board meeting fees. % of committee meeting fees. The compensation deferred is to be paid to me in (insert number not to exceed five) annual installments, the first of which is to commence on (choose one) : January 15th of the calendar year following the year in which my services as a Director terminate. January 15, 19 (a date subsequent to expected termination but preceding my 73rd birthday). In the event of my death before receiving the entire balance in my Account, the unpaid balance shall be paid as soon as reasonably possible to my estate in a single payment. This election is subject to the terms of the Exxon Plan for Deferral of Nonemployee Director Compensation and Fees, adopted to become effective May 15, 1980, and on file with the records of the Corporation. Date: ------------------------------------------------------------------------ -------------------------------------------------------------------------------------Signature of Director Received on this Exxon Corporation. day of , 19 on behalf of By_____________________________________________________ Secretary . </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-10.C <SEQUENCE>4 <DESCRIPTION>RESTRICTED STOCK PLAN http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 33 of 83 <TEXT> <PAGE> EXHIBIT 10(III)(C) EXXON CORPORATION RESTRICTED STOCK PLAN FOR NONEMPLOYEE DIRECTORS I. Purpose. The purpose of the Restricted Stock Plan for Nonemployee Directors is to provide ownership of the Corporation's common stock to nonemployee members of the Board of Directors in order to improve the Corporation's ability to attract and retain highly qualified individuals to serve as directors of the Corporation; to provide competitive remuneration for Board service; to enhance the breadth of nonemployee director remuneration; and to strengthen the commonality of interest between directors and shareholders. II. Effective Date. The effective date of the Plan shall be January 1, 1989, contingent upon shareholder approval. The Plan shall be submitted to the shareholders of the Corporation for their approval at the annual meeting of shareholders to be held in 1989. III. Definitions. In this Plan, the following definitions apply: (1) "Award" means a restricted stock award granted under this Plan. (2) "Board" means Board of Directors of the Corporation. (3) "Common stock" means Corporation common stock without par value. (4) "Corporation" means Exxon Corporation, a New Jersey corporation. (5) "Disability"-means a medically determinable physical or mental impairment which renders a participant substantially unable to function as a director of the Corporation. (6) "Nonemployee Director" means any member of the Corporation's Board of Directors who is not also an employee of the Corporation or of any affiliate of the Corporation. (7) "Participant" means each nonemployee director to whom a restricted stock award is granted under the Plan. (8) "Plan" means this Exxon Corporation Restricted Stock Plan for Nonemployee Directors. (9) "Restricted Period" means the period of time from the date of grant of an award until the restrictions lapse. (10) "Restricted Stock" means any share of common stock granted under the Plan while subject to restrictions. (11) "Share" means a share of common stock of the Corporation issued and reacquired by the Corporation or previously authorized but unissued. IV. Administration. The Board shall administer the Plan. The Chairman of the Board shall have responsibility to conclusively interpret the provisions of the Plan and decide all questions of fact arising in its application. Determinations made with respect to any individual participant shall be made without participation by that director. -_ This Plan and all action taken under it shall be governed, as to construction http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 34 of 83 and administration, by the law of the State of New York. During the restricted period shares of common stock granted under the Plan are not subject in whole or in part, to attachment, execution, or levy of any kind. V. Eligibility and Awards. Each nonemployee director on the effective date of the Plan shall be granted an award of one thousand five hundred (1,500) shares of restricted stock. Each person who becomes a nonemployee director for the first time after the effective date of the Plan shall be granted an award of one thousand five hundred (1,500) shares of restricted stock, effective as of the date such person becomes a nonemployee director. . <PAGE> 1 Commencing with 1990, each incumbent nonemployee director shall be granted an award as of the beginning of each year of two hundred (200) shares of restricted stock. Each award shall be evidenced by a written agreement executed by or on behalf of the Corporation and the participant. The Board may at any time discontinue granting awards under the Plan. VI. Restricted Period. The Restricted Period shall commence on the date an award is granted and shall expire upon the earlier to occur of the participant's termination of service on the Board after reaching the age, as determined by the Board, at which the participant is no longer eligible to stand for election, or by reason of disability or death. Upon recommendation of the Chairman, the Board shall have the right in its sole and absolute discretion to bring the restricted period to an earlier expiration with respect to some or all of the restricted stock of any individual participant. VII. Terms and Conditions of Restricted Stock. A stock certificate representing the number of shares of restricted stock granted shall be registered in the participant's name but shall be held in custody by the Corporation for the participant's account. Each restricted stock certificate shall bear a legend giving notice of the restrictions. Each participant must also endorse in blank and return to the Corporation a stock power for each restricted stock certificate. During the restricted period the participant shall not be entitled to delivery of the certificate and cannot sell, transfer, assign, pledge, or otherwise encumber or dispose of the restricted stock. Otherwise during the restricted period the participant shall have all rights and privileges of a shareholder with respect to the restricted stock, including the rights to vote the shares and to receive dividends paid (other than in stock). If the participant has remained a member of the Board for the entire restricted period, restrictions shall lapse at the end of the restricted period. If the participant ceases to be a member of the Board prior to the expiration of the restricted period, all of the shares of restricted stock shall be forfeited and all right, title, and interest of the participant to such shares shall terminate without further obligation on the part of the Corporation. At the expiration of the restricted period, a stock certificate free of all restrictions for the number of shares of restricted stock registered in the name of a participant shall be delivered to that participant or that http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 35 of 83 participant's estate. VIII. Regulatory Compliance and Listing. The issuance or delivery of any shares of restricted stock may be postponed by the Corporation for such period as may be required to comply with any applicable requirements under the Federal securities laws, any applicable listing requirements of any national securities exchange, or any requirements under any other law or regulation applicable to the issuance or delivery of such shares. The Corporation shall not be obligated to issue or deliver any such shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. IX. Adjustments. Whenever a stock split, stock dividend, or other relevant change in capitalization occurs: the number of shares specified to be granted under this Plan upon first entitlement and annually thereafter shall be appropriately adjusted, and any new, additional, or different shares or securities issued with respect to restricted stock previously awarded under the Plan will be delivered to and held by the Corporation for the participant's account and will be deemed included within the term restricted stock. <PAGE> 2 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 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-10.E <SEQUENCE>5 <DESCRIPTION>SHORT TERM INCENTIVE PROGRAM <TEXT> <PAGE> EXHIBIT 10(III)(E) EXXON CORPORATION SHORT TERM INCENTIVE PROGRAM I. PURPOSE. The Short Term Incentive Program is intended to help maintain and develop strong management through incentive awards to key employees of the Corporation and certain of its affiliates for recognition of efforts and accomplishments which contribute materially to the success of the Corporation's http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 36 of 83 business interests. II. DEFINITIONS. In this Program, except where the context otherwise indicates, the following definitions apply: (1) "Affiliate" means any corporation, partnership, or other entity in which the Corporation, directly or indirectly, owns a 50 percent or greater equity interest. (2) "Award" means a bonus, bonus unit, or other incentive award under this Program. (3) "Board" means the Board of Directors of the Corporation. (4) "Board Compensation Committee," hereinafter sometimes called the "BCC," means the committee of the Board so designated. (5) "Bonus" means, an award granted under this Program which' may be payable in cash or other consideration as specified by the grant. (6) "Bonus unit" means an award granted under this Program to receive from the Corporation an amount of cash or other consideration not to exceed the maximum settlement value and based upon a measurement for valuation as specified by the grant. The term bonus unit includes, but is not limited to, earnings bonus units. ' (7) "By the grant" means by the action of the granting authority at the time of the grant of an award hereunder, or at the time of an amendment of the grant, as the case may be. (8) "Corporation" means Exxon Corporation, a New.Jersey corporation. (9) "Designated beneficiary" means the person designated by the grantee of an award hereunder to be entitled, on the death of the grantee, to any remaining rights arising out of such award. Such designation must be made in writing and in accordance with such regulations as the granting authority may establish. (10) "Detrimental activity" means activity that is determined in individual cases, by the appropriate authority pursuant to Section III, to be detrimental to the interests of the Corporation'or any affiliate. (11) "Earnings bonus unit," hereinafter sometimes called an "EBU," means a bonus unit granting the right to receive from the Corporation at the settlement date specified by the grant, or at a later payment date so specified, an amount of cash equal to the Corporation's cumulative consolidated earnings per share as reflected in its quarterly earnings statements as initially published commencing with earnings for the first full quarter following the date of grant to and including the last full quarter preceding the date of settlement, but the amount of such.'settlement shall not exceed the maximum settlement value specified by the grant. (12) "Eligible employee" means an employee who is a director or officer, or in a managerial, professional, or other key position as determined by the granting authority. (13) "Employee" means a regular employee of the Corporation or one of its affiliates. (14) "Grantee" means a recipient of an award under this Program. (15) "Granting authority" means the Board or the appropriate committee acting under delegation of authority from the Board. http://www.sec.gov/Archives/edgar/data/34088/0000950131 -94-000308.txt 9/12/2000 Page 37 of 83 <PAGE> l (16) "Reporting person" means a person subject to the reporting requirements of Section 16 with respect to equity securities of the Corporation. (17) "Section 16" means Section 16 of the Securities Exchange Act of 1934, together with the rules and interpretations thereunder, as in effect from time to time. (18) "Terminate" means cease to be an employee, except by death, but a change of employment from the Corporation or one affiliate to another affiliate or to the Corporation shall not be considered a termination. (19) "Terminate normally" for an employee participating in this Program means terminate (a) at normal retirement time for that employee, (b) as a result of that employee's becoming incapacitated, or (c) with written approval of the granting authority or its express delegate given in the context of recognition that all or a specified portion of the outstanding awards to that employee will not expire or be forfeited or annulled because of such termination and, in each such case, without being terminated for cause. (20) "Year" means calendar year. III. ADMINISTRATION. (1) Subject to the provisions of this Section and Section IV, the Board shall administer this Program, shall conclusively interpret its provisions, and shall decide all questions of fact arising in its application. The Board may delegate its authority pursuant to any provision of this Program to a committee which, except in the case of the BCC, need not be a committee of the Board. In addition, except insofar as this Program applies to persons with respect to which the Board has delegated the authority to make awards to the BCC, determinations and interpretations in individual cases can be made by, or at the direction of, the Chairman of the Board. (2) The Board and any committee having authority to act under this Program can act by regulation, by making individual determinations, or by both. The Chairman of the Board and persons designated by him can act under this Program only by making individual determinations. (3) All determinations and interpretations pursuant to the provisions of this Program shall be binding and conclusive upon the individual employees involved and all persons claiming under them. (4) It is intended that this Program shall not be subject to the provisions of Section 16 and that awards granted hereunder shall not be considered equity securities of the Corporation within the meaning of Section 16. Accordingly, no award under this Program shall be payable in any equity security of the Corporation. In the event an award to a reporting person under this Program should be deemed to be an equity security of the Corporation within the meaning of Section 16, such award may, to the extent permitted by law and deemed advisable by the granting authority, be amended so as not to constitute http://www.sec.gOv/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 38 of 83 such an equity security or be annulled. Each award to a reporting person under this Program shall be deemed issued subject to the foregoing qualification. (5) An award under this Program is not transferable prior to payment or settlement except, as provided in the award, by will or the laws of descent and distribution, and is not subject, in whole or in part, to attachment, execution, or levy of any kind. The designation by a grantee of a designated beneficiary shall not constitute a transfer. (6) The grantee's designated beneficiary or, if there is no designated beneficiary, the grantee's personal representative shall be entitled to any remaining rights with respect to an award granted under this Program existing after the grantee dies. <PAGE> 2 (7) Except as otherwise provided herein, a particular form of award may be granted to an eligible employee either alone or in addition to other awards hereunder. The provisions of particular forms of award need not be the same with respect to each recipient. (8) This Program and all action taken under it shall be governed by the laws of the State of New York. IV. ANNUAL CEILING. In respect to each year under the Program, the BCC shall, pursuant to authority delegated by the Board, establish a ceiling on the aggregate dollar amount that can be awarded hereunder. With respect to bonuses granted in a particular year under the Program, the sum of: (1) the aggregate amount of bonuses in cash, and (2) the aggregate maximum settlement value of bonuses in any form of bonus unit shall' not exceed such ceiling. The BCC may revise the ceiling as it deems appropriate. V. TERM. The term of this Program begins on November 1, 1993 and shall continue until terminated by the Board. VI. BONUSES GRANTABLE. A bonus is grantable in respect of any year to any eligible employee during such year if, should it be granted, the aggregate amount of the bonuses granted in respect of that year will not exceed the ceiling established from time to time by the BCC. In this connection, each bonus granted ceases to be effectively granted to the extent that the grant is annulled. No award may be granted to a member of the BCC. VII. FORM OF BONUS. Subject to Section III (4), a grantable bonus can be granted to any eligible employee in respect of any year either wholly in cash, bonus units, or other consideration, or partly in two or more such forms. VIII. SETTLEMENT OF BONUSES. Each grant shall specify the time.and method of settlement as determined by the granting authority, provided that no such determination shall authorize settlement to be made later than the tenth anniversary of the grantee's date of termination. Each grant, any portion of which is granted in bonus units, shall specify as the regular method of settlement for that portion a settlement date, which may be accelerated to an earlier time as specified by the grant, provided, however, whether or not the settlement date has been accelerated, payment of cash to the grantee to complete such settlement may be postponed, by the grant, so long as such http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 39 of 83 payment is not postponed beyond the tenth anniversary of the grantee's date of termination. The granting authority, by amendment of the grant prior to payment or delivery, can modify any method of settlement for any bonus or portion thereof, provided that the settlement of any bonus shall be completed by the payment of any cash not later than the tenth anniversary of the grantee's date of termination. IX. INSTALLMENTS PAYABLE AFTER DEATH. If any bonus or installment thereof is payable after the grantee dies, it shall be payable ' (1) to the grantee's designated beneficiary or, if there is no designated beneficiary, to the grantee's personal representative, and (2) either in the form specified by the grant or otherwise, as may be determined in the individual case by the appropriate authority pursuant to Section III. X. INTEREST EQUIVALENTS. With respect to the relevant portion of a bonus granted in cash for delivery more than six months after the date of grant, there shall be credited to the grantee an amount equivalent to interest (which may be compounded) as specified by the grant with respect to the period beginning at the date of grant and ending on the date as specified by the grant. The rate of interest, if any, credited to the grantee shall be determined from time to time by the BCC. <PAGE> 3 With respect to the relevant portion of a bonus granted in bonus units the payment of cash in settlement of which is postponed more than six months after the settlement date, there shall be credited to the grantee an amount equivalent to interest (which may be compounded) as specified by the grant. The rate of interest, if any, credited to the grantee shall be determined from time to time by the BCC. . Such credits for interest equivalents shall not be included in any computation made for purposes of any ceiling established by the BCC pursuant to Section IV. When a bonus in cash is paid, any interest equivalents so credited on the cash shall be paid. When a bonus in units is paid, any interest equivalents so credited on the units shall be paid. XI. ANNULMENT OF GRANT. The grant of any bonus or portion thereof is provisional until cash or other consideration is paid in settlement thereof, except to the extent the granting authority shall have declared the bonus to be vested and nonforfeitable. If, while the grant is provisional, (1) the grantee terminates but does not terminate normally, or (2) the grantee is determined to have engaged in detrimental activity, the grant shall be annulled at the time of termination, or the date such activity is determined to be detrimental, as the case may be. XII. AMENDMENTS TO THIS PROGRAM. The Board can from time to time amend or terminate this Program, or any provision hereof. XIII. AMENDMENTS TO AWARDS. The appropriate authority may amend any outstanding award under this Program to incorporate any terms that could then be incorporated in a new award under this Program. XIV. WITHHOLDING TAXES. The Corporation shall have the right to deduct from any cash payment made under this Program any federal; state or local income or http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 40 of 83 other taxes required by law to be withheld with respect to such payment. In the case of a payment under this Program other than cash, the grantee will pay to the Corporation such amount of cash as may be requested by the Corporation for purpose of satisfying any liability for such withholding taxes. XV. GRANT OF AWARDS TO EMPLOYEES WHO ARE FOREIGN NATIONALS. Without amending this Program, but subject to the limitations specified in Section III (4), the granting authority can grant, amend, administer, annul, or terminate awards to eligible employees who are foreign nationals on such terms and conditions different from those specified in this Program as may in the judgment of the granting authority be necessary or desirable to foster and promote achievement of the purposes of this Program. 4 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-12 <SEQUENCE>6 ' <DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS <TEXT> <PAGE> EXHIBIT 12 EXXON CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (MILLIONS OF DOLLARS) <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, 1993 1992 1991 1990 1989 <S> Income before cumulative effect of accounting changes.............................................................................. Excess/(shortfall) of dividends over earnings of affiliates owned less than 50% accounted for by the equity method.................................................................................. Provision for income taxes(1).................... Capitalized interest............................................. Dividends on preferred stock....................... Minority interests in earnings of consolidated subsidiaries............................ <C> <C> <C> <C> <C> $5,280 $4,810 $ 5,600 $ 5,010 $2,975 (24) 3,113 (291) -- (28) 2,811 (287) -- 246 229 (75) 3,304 (256) -- 150 16 3,482 (134) -- (68) 2,239 (43) (34) 250 261 8,324 7,535 8,723 8,624 5,330 Fixed Charges:(1) Interest expense--borrowings.................... Capitalized interest........................................... Rental expense representative of in terest factor........................................................... Dividends on preferred stock.................... 533 374 387 7 580 364 382 29 711 . 1,139 331 210 391 27 355 36 1,287 113 317 94 Total adjusted earnings available for 1,301 - 1,355 1,460 1,740 1,811 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 41 of 83 payment of fixed charges $9,625 $8,890 $10,183 $10,364 $7,141 Number of times fixed charges are earned.............................................................................. </TABLE> 7.4 6.6 7.0 6.0 3.9 Note: (1) The provision for income taxes and the fixed charges include Exxon Corporation's share of non-consolidated companies 50% owned. </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-13 <SEQUENCE>7 <DESCRIPTION>FINANCIAL SECTION <TEXT> 1 <PAGE> EXHIBIT 13 FINANCIAL SECTION FI <TABLE> <CAPTION> Page <S> <C> Business Profile..................................................................................................................................................... F2 Financial Review ' Financial Summary......................................................................................................................................... F3 Management's Discussion and Analysis of Financial Condition and Results of Operations............................................................................................................................ F4-F7 Consolidated Financial Statements Balance Sheet................ F8 Statement of Income.................................................................................................................................. F9 Statement of Shareholders' Equity............................................................................................... F9 Statement of Cash Flows........................................................................................................................... F10 Report of Independent Accountants.............................................................................. Fll Notes to Consolidated Financial Statements........................................................................ F11-F20 1. Summary of Accounting Policies............................................... Fll 2. Accounting Changes......................................................7........................................................................ F12 3. Miscellaneous Financial Information................................................................................. F12 4. Cash Flow Information..................................................................................................................... F12 5. Additional Working Capital Data........................................................................................... F12 6. Investments and Advances................................................................................................................ F12 7. Equity Company Information............................................................................................; . . . F13 8. Investment in Property, Plant and Equipment........................................................... F13 9. Leased Facilities................................................................................................................................ F14 10. Capital................................................................................................................................................................ F14 11. Leveraged Employee Stock Ownership Plan................... ;. . ....................................... F14 12. Long-Term Debt............................................................................................................................................ F14 13. Interest Rate Swap and Currency Exchange Contracts........................................ F15 14. Litigation and Other Contingencies.................................................................. F15 15. Other Postretirement Benefits............................................... F16 16. Annuity Benefits....................................... F17 17. Incentive Program............................................................................................................................. F18 18. Income, Excise and Other Taxes.............................. F19 19. Distribution of Earnings and Assets................................................................................. F20 Quarterly Information...................................................................................... F21 http://www.sec.gov/Archives/edgar/data/34088/000095013 l-94-000308.txt 9/12/2000 Page 42 of 83 Supplemental Information on Oil and Gas Exploration and Production Activities................................................................................................................................................................ Operating Summary.................................................................................................................................................. </TABLE> F22-F26 F27 <PAGE> ' BUSINESS PROFILE F2 <TABLE> <CAPTION> Financial Earnings After Income Taxes 1993 1992 Average Capital Empl oyed 1993 1992 <s> Petroleum and natural gas Exploration and production United States Non-U.S. Total <c> (millions of dollars) <C> <c> <C> $ 935 2,378 3,313 ` 763 2,611 3,374 11,098 10,974 22,072 11,455 10,884 22,339 Refining and marketing United States Non-U.S. 465 1,550 157 1,417 3,322 11,075 3,354 11,408 Total Total petroleum and natural gas Chemicals United States Non-U.S. Total Other operations Corporate and financing Earnings before cumulative effect of accounting changes Cumulative effect of accounting changes Net income/Total </TABLE> 2,015 5,328 267 144 411 138 (597) ' 5,280 - $5,280 1,574 ' 14,397 4,948 36,469 14,762 37,101 272 179 451 254 (843) 2,926 3,520 6,446 4,778 (236) 2,861 3,570 6,431 4,863 (524] 4,810 (40) 4,770 47,457 47,457 47,871 - 47,871 <TABLE> <CAPTION> Operating 1993 1992 (thousands of barrels daily) <S> <c> <C> Net liquids production United States 553 591 Non-U.S. 1,001 997 Proportional interest in ' production of . non-consolidated interests 69 72 Oil sands production--Canada 44 45 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 43 of 83 Total 1,667 1,705 (millions of cubic feet daily) Natural gas production available for sale United States 1,764 1,607 Non-U.S. 2,002 2,008 Proportional interest in production of non-consolidated interests 2,059 2,046 Total 5,825 5,661 1993 1992 Petroleum product sales United States Non-U.S. (thousands of barrels daily) 1,152 3,773 1,203 3,706 Total 4,925 4,909 ' Refinery crude oil runs United States Non-U.S. (thousands of barrels daily) 841 2,428 911 2,392 Total 3,269 3,303 Coal production United States Non-U.S. (millions of metric tons) 26 26 10 11 Total 36 37 Minerals production Copper Zinc </TABLE> (thousands of metric tons) 183 29 133 31 <PAGE> FINANCIAL SUMMARY F3 <TABLE> <CAPTION> <S> Sales and other operating revenue Petroleum and natural gas Chemicals Other and eliminations Total sales and other operating revenue Earnings from equity interests and other revenue . 1993 1992 1991 <c> (millions of dollars, exce <C> <C> $ 98,808 8,641 2,083 104,282 9,131 2,259 103,75 9,17 2,14 109,532 1,679 115,672 1,434 115,06 1,42 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 44 of 83 Revenue $111,211 117,106 116,49 Earnings Petroleum and natural gas Exploration and production Refining and marketing $ 3,313 2,015 3,374 1,574 3,12 2,55 Total petroleum and natural gas Chemicals Other operations Corporate and financing Valdez provision 5,328 411 138 (597) 4,948 451 254 (843) 5,68 51 22 (81 Earnings before cumulative effect of accounting changes Cumulative effect of accounting changes Net income . Net income per common share - before cumulative effect of accounting changes Cash dividends per common share Net income to average shareholders' equity (percent) Net income to total revenue (percent) 5,280 $ 5,280 $ 4.21 $ 4.21 $ 2.88 15.4 4.7 4,810 (40) 4,770 3.79 3.82 2.83 . 13.9 4.1 5, 6C 5, 6C 4.4 4.4 2.6 16. 4. Working capital Ratio of current assets to current liabilities $ (3,731) 0.80 (3,239) 0.84 (3,84 0.8 Total additions to property, plant and equipment Property, plant and equipment, less allowances Total assets Exploration expenses, including dry holes Research and development costs Long-term debt Total debt Fixed charge coverage ratio Debt to capital (percent) Shareholders' equity at year-end ' Shareholders' equity per common share Average number of common shares outstanding (millions) Number of registered shareholders at year-end (thousands) $ 6,919 $ 61,962 $ 84,145 $ 648 $ 593 $ 8,506 $ 12,615 7.4 25.3 $ 34,792 $ 28.02 1,242 622 7,138 61,799 85,030 808 624 8,637 13,424 6.6 26.8 33,776 27.20 1,242 : 629 7,26 63,86 87,56 91 67 8,58 13,04 7. 25. 34,92 28.1 1,24 61 Wages, salaries and employee benefits Number of employees at year-end (thousands) </TABLE> $ 5,916 91 5,985 95 6,08 1C <PAGE> MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS F4 REVIEW OF 1993 RESULTS '- -. Net income of $5,280 million in 1993 was up 11 percent from $4,770 million http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 45 of 83 earned in 1992. Improved petroleum product margins and lower operating expenses more than offset the decline in crude prices. Net income in 1993 included credits of $676 million ($113 million for the fourth quarter) from asset dispositions, tax rate changes, and other special items, while the prior year included $331 million of such credits ($18 million for the fourth quarter). Both revenues and purchase costs declined 5 percent reflecting the weakness in crude and product prices. The combined total of operating costs (including operating, selling, general, administrative, exploration, depreciation, and depletion expenses) declined by over $750 million, excluding the effects of the stronger U.S. dollar, reflecting ongoing efficiency initiatives. Interest expense was 13 percent lower than in 1992 generally as a result of lower interest rates and the favorable effects of foreign exchange. EXPLORATION AND PRODUCTION As a result of the decline in worldwide crude prices in 1993, Exxon's average crude realization was_ down more than $1.70 per barrel from 1992-. Natural gas realizations were stronger in North America and weaker in Europe, the latter affected by the strengthening of the U.S. dollar. Earnings from U.S. exploration and production operations were $935 million, up $172 million from 1992. Lower operating expenses and improvements in U.S. natural gas prices together with increases in U.S. gas production and asset dispositions were key factors. Earnings from exploration and production operations outside the U.S. were $2,378 million in 1993, compared with $2,611 million in the prior year. Worldwide crude production of 1,667 kbd (thousands of barrels per day) in 1993 compared with 1,705 kbd in 1992, as normal field declines and property divestments in North America offset increased production from operations outside North America, primarily the North Sea. Natural gas production of 5,825 mcfd (millions of cubic feet daily) was up 164 mcfd from 1992 largely due to improved market conditions in North America and production from new developments in the U.S. and Malaysia. REFINING AND MARKETING Improved petroleum product margins during 1993 were a major factor in the increase in worldwide refining and marketing earnings. In 1993, refining and marketing earnings benefited from lower operating expenses, particularly in North America, as a result of ongoing efficiency improvements. Earnings from U.S. refining and marketing operations recovered sharply from 1992, totaling $465 million versus $157 million last year. Earnings'from refining and marketing operations outside the U.S. were $1,550 million, up from $1,417 million the year before. Total petroleum product sales volumes of 4,925 kbd compared with 4,909 kbd in 1992. CHEMICALS Earnings from worldwide chemical operations totaled $411 million in 1993, compared with $451 million earned in 1992. Margins in 1993 were lower on average than in the previous year, primarily as a result of excess industry capacity and weak market conditions. This was partially offset by lower operating expenses. OTHER OPERATIONS Other operations earned $138 million in 1993, compared with $254-million in 1992. The decline reflects lower coal and copper prices which more than offset the benefits of lower operating expenses and higher copper production. CORPORATE AND FINANCING Corporate and financing charges" were $597 million in 1993, down from $843 million in 1992. Financing costs in 1993 benefited from lower interest rates, lower debt-related foreign exchange losses and one-time tax credits. http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 46 of 83 REVIEW OF 1992 RESULTS For 1992, Exxon's earnings totaled $4,770 million. Three-fourths of the corporation's earnings came from sources outside the U.S. Earnings were down 15 percent from the record 1991 earnings level, when results benefited from unusually favorable market conditions in refining and marketing early in that year. In 1992, worldwide natural gas production and petroleum product sales were higher than the previous year, and both chemical sales and copper production were at record levels. Liquids production in 1992 was approximately in line with 1991 levels. Operating expenses were lower than 1991 reflecting the effect of ongoing efficiency initiatives. The net effect of write-offs, gains on asset sales and other special items on the year-to-year comparison was minor; approximately $300 million, after tax, of net non-recurring gains were realized in both 1992 and 1991. Revenue for 1992 totaled $117 billion, up slightly from 1991, as the impact of higher sales volumes was offset by lower average realizations. The value of crude and product purchases increased 4 percent reflecting higher prices and volumes. The combined total of operating costs (including operating, selling, general, administrative, exploration, depreciation, and depletion expenses) was approximately 3 percent lower than in 1991, mainly due to the effects of downsizing and efficiency steps. <PAGE> MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS F5 Interest expense declined 3 percent, reflecting lower interest rates prevailing in 1992, partly offset by adverse foreign exchange effects. During 1992 two new accounting standards were adopted effective January 1, Statement of Financial Accounting Standards No. 106 and No. 109. Statement No. 106, related to postretirement benefits other than pensions, resulted in an after-tax charge to income of $800 million while Statement No. 109, related to income taxes, resulted in a $760 million credit. Adoption of these standards did not have a material effect on 1992 earnings. The corporation's liquidity and cash flow were not affected by these accounting changes. EXPLORATION AND PRODUCTION Earnings from U.S. exploration and production operations were $763 million, up $135 million from 1991, primarily due to lower operating expenses and a stronger natural gas market. Average natural gas prices were up 10 percent, and crude oil realizations were up slightly. Natural gas production declined 48 mcfd to 1,607 mcfd. Liquids production declined 28 kbd to"591 kbd. Earnings in 1992 from exploration and production operations outside the U.S. totaled $2,611 million compared with $2,500 million a year ago. Higher production volumes in 1992 and lower operating expenses offset the effect of lower crude oil and natural gas realizations. Increased production in the North Sea helped raise total liquids production by 18 kbd to 1,114 kbd. Natural gas production increased 212 mcfd to 4,054 mcfd, primarily as a result of the start up of new production in the Far East and increased sales in Europe. Worldwide exploration expenses before-tax declined $106 million due to a combination of efficiency steps and lower activity. REFINING AND MARKETING Earnings from U.S. refining and marketing totaled $157 million compared to $514 million in 1991, while earnings from refining and marketing operations outside the U.S. were $1,417 million, down from $2,041 million the previous year. Worldwide operating expenses were lower in 1992,. and product sales volumes rose 40 kbd to 4,909 kbd. However, earnings from most geographic sources declined in 1992, as industry margins were significantly lower than the unusually high http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 47 of 83 levels of early 1991. CHEMICALS Earnings from chemical operations totaled $451 million in 1992, down from $512 million earned in 1991. Sales volumes rose 8 percent, partially offsetting the effect of lower margins. U.S. chemical operations earned $272 million compared with $336 million in 1991, while operations outside the U.S. earned $179 million compared with $176 million in 1991. OTHER OPERATIONS Other operations, principally related to coal, minerals and power generation, earned $254 million compared with $224 million in 1991, primarily reflecting improved results in the corporation's Hong Kong power business. CORPORATE AND FINANCING Corporate and financing charges were up slightly from 1991 due to non-cash foreign exchange losses. IMPACT OF INFLATION AND CHANGING PRICES The general rate of inflation in most major countries of operation has been relatively low in recent years and the associated impact on operating costs has been countered by cost reductions from efficiency and productivity improvements. In the past, crude oil and product prices have fluctuated widely in response to changing market forces. The impacts of these price fluctuations on earnings from exploration and production operations, refining and marketing operations and chemical operations have been varied, tending at,times to be offsetting. In the aggregate, and before the effects of unrelated one-time items, earnings and cash flows from operations have remained within a reasonably narrow range. SITE RESTORATION AND OTHER ENVIRONMENTAL COSTS Over the years the corporation has accrued provisions for estimated site restoration costs to be incurred at the end of the operating life of certain of its facilities and properties. In addition, the corporation accrues provisions for environmental liabilities in the many countries in which it does business when it is probable that obligations have been incurred and the amounts can be reasonably estimated. This policy applies to assets or businesses currently owned or previously disposed. The corporation has accrued provisions for probable environmental remediation obligations at various sites, including multi-party sites where Exxon has been identified as a potential responsible party by the U.S. Environmental Protection Agency. The involvement of other financially responsible companies mitigates Exxon's joint and several liability exposure at many of these sites. At present, no individual site is expected to have losses material to Exxon's operations, financial conditions or liquidity. At the end of 1993, accumulated site restoration and environmental provisions amounted to $2.5 billion, including charges made against income of $331 million in 1993, $256 million in 1992 and $532 million in 1991. Exxon believes that any cost in excess of the amounts already provided for in the financial statements would not have a materially adverse effect upon the corporation's operations, financial condition or liquidity. <PAGE> MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . F6 In 1993, the corporation spent $1,873 million (of which $641 million were capital expenditures) on environmental conservation projects and expenses worldwide, mostly dealing with air and water conservation. Total expenditures http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 48 of 83 for such activities are expected to be about $2.0 billion in 1994 and 1995 (with capital expenditures in each year representing about 35 percent of the total). TAXES Provision for income, excise and other taxes and duties in 1993 declined $2.3 billion, or 6 percent. Income tax expense, both current and deferred, was $2.8 billion compared to $2.5 billion in 1992, reflecting higher pre-tax income in 1993. The effective income tax rate stayed about constant at 38.5 percent. Excise taxes and other taxes and duties were $2.6 billion lower reflecting the stronger dollar during 1993. Provision for income, excise and other taxes and duties in 1992 increased $0.5 billion, or 2 percent. Income tax expense, both current and deferred, was $2.5 billion compared to $2.9 billion in 1991, reflecting lower pre-tax income in 1992. The effective income tax rate remained constant at 38 percent. Excise taxes and other taxes and duties rose $0.9 billion. The major factor in this increase was higher tax rates imposed by several European governments. Prior to,the adoption of SFAS No. 109 in 1992, the corporation applied the liability method prescribed by SFAS No. 96. LIQUIDITY AND CAPITAL RESOURCES ' In 1993, cash provided by operating activities totaled $11.5 billion, up $1.9 billion from 1992. Major sources of funds were net income of $5.3 billion and non-cash provisions of $4.9 billion for depreciation and depletion. Cash used in investing activities totaled $6.1 billion, down from $7.0 billion in 1992. Changes to short-term marketable securities caused $0.5 billion of the year to year decrease. Cash used in financing activities was $5.3 billion. Dividend payments on common shares were increased from $2.83 per share to $2.88 per share and totaled $3.6 billion, a payout of 68 percent. Net working capital decreased by $0.5 billion to a negative $3.7 billion, with a $1.2 billion reduction in accounts receivable being the largest single factor. Consolidated debt decreased $0.8 billion to $12.6 billion, resulting in a 25 percent ratio of debt to capital compared to 27 percent in 1992. As discussed in note 14 to the consolidated financial statements, a number of lawsuits, including class actions, relating to the Valdez accident have been brought against the corporation and certain of its subsidiaries. The cost to the corporation from these lawsuits is not possible to predict; however, it is believed the final outcome will not have a materially adverse effect upon the corporation's operations, financial condition or liquidity. The U.S. Tax Court has decided the issue with respect to the pricing of crude oil purchased from Saudi Arabia for the years 1979 to 1981 in favor of the corporation. This decision is subject to appeal. Ultimate resolution of several other issues, notably a settlement of gas lifting imbalances in the common border area between the Netherlands and Germany, are not expected to have a materially adverse effect upon the corporation's operations, financial condition or liquidity. There are no events or uncertainties known to management beyond those already included in reported financial information that would necessarily indicate a material change in future operating results or future financial condition. The corporation maintained its strong financial position and flexibility to meet future financial needs. Although the corporation issues long-term debt from time to time and maintains a revolving commercial paper program, internally generated funds cover the majority of its financial requirements. In 1992, cash provided by operating activities totaled $9.6 billion, down $1.3 billion from 1991. Major sources of funds were net income of $4.8 billion and non-cash provisions of $5.0 billion for depreciation and depletion. Cash used in investing activities totaled $7..0 billion, up from $6.2 billion in 1991. Additions to short-term marketable securities caused $0.5 billion of the increase. http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 49 of 83 Cash used in financing activities was $3.1 billion. Dividend payments on common shares were increased from $2.68 per share to $2.83 per share and totaled $3.5 billion, a payout of 75 percent. Net working capital increased by $0.6 billion to a negative $3.2 billion, with a $1.1 billion reduction in trade payables being the largest single factor. Consolidated debt rose $0.4 billion to $13.4 billion, resulting in a 27 percent ratio of debt to capital compared to 26 percent in 1991. <PAGE> MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS F7 CAPITAL AND EXPLORATION EXPENDITURES Capital and exploration expenditures for the year 1993 totaled $8.2 billion, down from $8.8 billion in 1992 mainly due to foreign exchange effects. Total expenditures in 1993 on exploration and production activities were $4.6 billion. This was down from $5.2 billion spent in 1992 and reflected foreign exchange effects and completion of several major projects in the U.S. and Europe. Investments in refining and marketing totaled $2.3 billion in 1993, up from $2.2 billion in 1992, and reflected refining expansion in the Far East. Chemical capital expenditures were $0.6 billion in 1993, down from $0.7 billion in 1992, due to completion of several projects in Europe. Investments in Hong Kong Power were $0.5 billion in 1993, up from $0.2 billion in 1992, and reflected continuing construction activity at the Black Point power station project. Capital and exploration expenditures in the U.S..totaled $2.4 billion in 1993 compared to outlays of $5.8 billion outside the U.S. Expenditures in 1994 are expected to be approximately in line with 1993 and reflect a similar geographic distribution. Firm commitments related to capital projects underway at year-end 1993 totaled approximately $3.3 billion, with the largest single commitment being $1.3 billion associated with the Hong Kong Black Point power project. Similar commitments were $1.9 billion at the end of 1992. The corporation expects to fund the majority of these commitments through internally generated funds. <PAGE> CONSOLIDATED BALANCE SHEET <TABLE> <CAPTION> _ <s> Assets Current assets Cash and cash equivalents Other marketable securities Notes and accounts receivable, less estimated doubtful amounts Inventories Crude oil, products and merchandise Materials and supplies Prepaid taxes and expenses F8 Dec. 31 1993 Dec. 31 1992 (millions of dollars) <C> <C> $ 983 669 6,860 4,616 856 875 $ ' 898 617 8,079 4,897 910 1,023 Total current assets Investments and advances " Property, plant and equipment, at cost, less accumulated depreciation and 14,859 16,424 4,790 4, 606 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 depletion Other assets, including intangibles, net Total assets Liabilities Current liabilities Notes and loans payable Accounts payable and accrued liabilities Income taxes payable Total current liabilities Long-term debt Annuity reserves and accrued liabilities Deferred income tax liabilities Deferred credits Equity of minority and preferred shareholders in affiliated companies Total liabilities Shareholders' Equity Preferred stock without par value (authorized 200 million shares, 16 million issued) Guaranteed LESOP obligation Common stock without par value (authorized 2 billion shares, 1,813 million issued) Earnings reinvested Cumulative foreign exchange translation adjustment Common stock held in treasury, at cost (571 million shares in 1993, 571 million shares in 1992) Total shareholders1 equity Total liabilities and shareholders1 equity </TABLE> Page 50 of 83 61,962 2,534 61,799 2,201 $ 84,145 $ 85,030 $ 4,109 12,122 2,359 $ 4,787 12,645 2,231 18,590 8,506 8,153 10,939 770 ' 2,395 19,663 8,637 8,097 11,135 747 2,975 49,353 51,254 668 (716) 2,822 49,365 (370) (16,977) 34,792 770 (818) 2,822 47,697 192 (16,887) 33,776 $ 84,145 $ 85,030 The information on pages Fll through F20 is an integral part of these statements. <PAGE> CONSOLIDATED STATEMENT OF INCOME EXXON CORPORATION F9 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 51 of 83 <TABLE> <CAPTION> <s> Revenue Sales and other operating revenue. including excise taxes Earnings from equity interests and other revenue, including $112 million in 1992 from gain on sale of non-U.S. investment Total revenue ... 1993 1992 1991 (millions of dollars) <C> <C> <C> $109,532 $115,672 $115,068 1,679 111,211 1,434 117,106 1,424 116,492 Costs and other deductions Crude oil and product purchases Operating expenses Selling, general and administrative expenses Depreciation and depletion Exploration expenses, including dry holes Interest expense Excise taxes Other taxes and duties Income applicable to minority and preferred interests 46,124 12,111 7,009 4,884 648 681 11,707 19,745 250 Total costs and other deductions 103,159 Income before income taxes Income taxes 8,052 2,772 Income before cumulative effect of accounting changes Cumulative effect of accounting changes 5,280 Net income . $ 5,280 Per common share - income before cumulative effect of accounting changes (dollars) - cumulative effect of accounting changes (dollars) - net income (dollars) </TABLE> $ 4.21 $ 4.21 48,552 12,927 7,432 5,044 808 784 12,512 21,513 247 109,819 7,287 2,477 46,847 13,487 7,881 4,824 914 810 12,221 20,823 167 107,974 8,518 2,918 4,810 (40) $ 4,770 5,600 - $ 5,600 $ 3.82 $ 4.45 $ (0,03) $ 3.79 - $ 4.45 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY <TABLE> <CAPTION> ' . 1993 1992 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 52 of 83 <s> Preferred stock outstanding at end of year Guaranteed LESOP obligation Common stock issued at end of year Earnings reinvested At beginning of year Net income for year Dividends - common and preferred shares At end of year Cumulative foreign exchange translation adjustment . At beginning of year Change during the year At end of year Common stock held in treasury, at cost At beginning of year Acquisitions Dispositions At end of year Shareholders' equity at end of year Common shares outstanding at end of year </TABLE> Shares <C> 11 1,813 Dollars <C> $ 668 (716) 2,822 47,697 5,280 (3,612) 49,365 Shares Dolla (millions) <c> <C> 13 $ 1,813 ( 2, 46, 4, (3, 47, ' 192 (562) (370) 2, (2, (571) (5) 5 (571) 1,242 (16,887) (323) 233 (16,977) $ 34,792 (571) (6) 6 (571) 1,242 (16, ( (16, $ 33, The information on pages Fll through F20 is an integral part of these statements. <PAGE> CONSOLIDATED STATEMENT OF CASH FLOWS F10 <TABLE> <CAPTION> <S> Cash flows from operating activities Net income Accruing to Exxon shareholders Accruing to minority and preferred interests Adjustments for non-cash transactions Depreciation and depletion ' Deferred income tax charges/(credits) Annuity and accrued liability provisions . ' 1993 : ' 1992 1991 <c> (millions of dollars) <C> <C> $ 5,280 250 4,884 64 255 $ 4,.770 247 5, 044 <1, 285) 1, 340 $ 5, 6C 16 4,82 (4 38 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308 .txt 9/12/2000 Page 53 of 83 Dividends received which were less than equity in current earnings of equity companies Changes in operational working capital, excluding cash and debt Reduction/(increase)- Notes and accounts receivable - Inventories - Prepaid taxes and expenses Increase/(reduction)- Accounts and other payables All other items - net (9) 965 156 (4) (93) (245) (33) (15 (136) (71) 96 (212) (149) 1,0C 26 6 (1,46 29 Net cash provided by operating activities 11,503 9,611 10,94 Cash flows from investing activities Additions to property, plant and equipment Sales of subsidiaries and property, plant and equipment Additional investments and advances Sales of investments and collection of advances Additions to other marketable securities Sales of other marketable securities (6,956) 1,095 (331) 168 (1,323) 1,246 (7,225) 982 (363) 134 (1,079) 518 (7,32 1,05 (25 34 (27 23 Net cash used in investing activities . (6,101) (7,033) (6,22 Net cash generation before financing activities 5,402 2,578 4,72 Cash flows from financing activities Additions to long-term debt Reductions in long-term debt Additions to short-term debt Reductions in short-term debt Changes in debt with less than 90 day maturity Cash dividends to Exxon shareholders Cash dividends to minority interests Additions to minority interests and sales/(redemptions) of affiliate preferred stock Common stock acquired Common stock sold Net cash used in financing activities 1,635 (313) 249 (1,168) (1,112) (3,630) (249) 1,190 (513) 271 (481) 272 (3,575) (257) (500) (323) 131 ' 180 (358) 148 (5,280) (3,123) 1,44 (4 C 34 (1,0C (1,02 (3, 4C (24 7 (46 11 (4,55 Effects of exchange rate changes on cash Increase/(decrease) in cash and cash equivalents . (37) 85 (53) (598) ( 16 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year </TABLE> Page 54 of 83 898 1,496 1,33 $ 983 $ 898 $ 1,49 The information on pages Fll through F20 is an integral part of these statements. <PAGE> REPORT OF INDEPENDENT ACCOUNTANTS Fll Price Waterhouse ... Dallas, Texas February 23, 1994 To the Shareholders of Exxon Corporation ' In our opinion, the consolidated financial statements appearing on pages F8 through F20 present fairly, in all material respects, the financial position of Exxon Corporation and its subsidiary companies at December 31, 1993 and 1992, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Corporation's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As discussed in note 2 to the consolidated financial statements, the Corporation changed its method of accounting for postretirement benefits other than pensions and for income taxes in 1992. /s/ Price Waterhouse NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements and the supporting and supplemental material are the responsibility of the management of Exxon Corporation. ' Accounting principles underlying the financial statements are generally accepted in the United States. ' 1. SUMMARY OF ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the accounts of those significant subsidiaries owned directly or indirectly more than 50 percent. Amounts representing the corporation's percentage interest in the underlying net assets of less than majority-owned companies in which a significant equity ownership interest is held are included in "Investments and advances." The corporation's share of the net income of these companies is included in the consolidated statement of income caption "Earnings from equity interests and' http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 55 of 83 other revenue." Investments in all other companies, none of which is significant, are included in "Investments and advances" at cost or less. Dividends from these companies are included in income as received. . FINANCIAL INSTRUMENTS. The fair value of financial instruments is determined by reference to various market data and other valuation techniques as appropriate. Unless otherwise disclosed, the fair values of financial instruments approximate their recorded values. Marketable securities are stated at the lower of cost or market value. INVENTORIES. Crude oil, products and merchandise inventories are carried at the lower of current market value or cost (generally determined under the last-in, first-out method-LIFO). Costs include applicable purchase costs and operating expenses, but not general and administrative expenses or research and development costs. Inventories of materials and supplies are valued at cost or less. PROPERTY, PLANT AND EQUIPMENT. Depreciation, depletion and amortization, based on cost less estimated salvage value of the asset, are primarily determined under either the unit of production method or the straight-line method. Unit of production rates are based on oil, gas and other mineral reserves estimated to be recoverable from existing facilities. The straight-line method of depreciation is based on estimated asset service life taking obsolescence into consideration. Maintenance and repairs are expensed as incurred. Major renewals and improvements are capitalized, and the assets replaced are retired. The corporation's exploration and production activities are accounted for under the "successful efforts" method. Under this method, costs of productive wells and development dry holes, both tangible and intangible, as well as productive acreage are capitalized and amortized on the unit of production method. Costs of that portion of undeveloped acreage likely to be unproductive, based largely on historical experience, are amortized over the period of exploration. Other-exploratory expenditures, including geophysical costs, other dry hole costs and annual lease rentals, are expensed as incurred. ENVIRONMENTAL CONSERVATION AND SITE RESTORATION COSTS. Expenditures for environmental conservation are expensed or capitalized in accordance with generally accepted accounting principles. Liabilities for these expenditures are recorded when it is probable that obligations have been <PAGE> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ' F12 incurred and the amounts can be reasonably estimated. These liabilities are not reduced by possible recoveries from third parties and projected cash expenditures are not discounted. . Site restoration costs that may be incurred by the corporation at the end of the operating life of certain of its facilities and properties are reserved ratably over the asset's productive life. FOREIGN CURRENCY TRANSLATION. The "functional currency" for translating the accounts of the majority of refining, marketing and chemical operations outside the U.S. is the local currency. Local currency is also used for exploration and production operations that are relatively self-contained andintegrated 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 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 56 of 83 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> <s> SFAS No. 106 (net of $408 million income tax effect) SFAS No. 109 (millions of dollars) <c> $(800) 760 Net charge $ (40) </TABLE> The cumulative effect per share was $(0.64) and $0.61 for SFAS No. 106 and No. 109, respectively, resulting in a net charge of $(0.03). Neither standard had a material effect on 1992 income before the cumulative effect of the accounting changes. 3. MISCELLANEOUS FINANCIAL INFORMATION Cash and cash equivalents included time deposits of $92 million at the end of 1993 and $144 million at the end of 1992. Research and development costs totaled $593 million in 1993, $624 million in 1992 and $679 million in 1991. Aggregate foreign exchange transaction gains included in determining net income totaled $61 million in 1993. Results for 1992 and 1991 included losses of $118 million and gains of $60 million, respectively. In 1993, 1992 and 1991, net income included gains of $86 million, $10 million and $32 million, respectively, attributable to the combined effects of LIFO inventory accumulations and drawdowns. The aggregate replacement cost of inventories was estimated to exceed their LIFO carrying values by $2,109 million and $3,431 million at December 31, 1993 and 1992, respectively. 4. CASH FLOW INFORMATION The consolidated statement of cash flows provides information about changes in cash and cash equivalents. All short-term marketable securities, with original maturities of three months or less, that are readily convertible to known amounts of cash and are so near maturity that they present insignificant risk of changes in value because of changes in interest rates, are classified as cash equivalents. Cash payments for interest were: 1993 - $742 million; 1992 - $829 million; 1991 - $1,112 million. Cash payments for income taxes were: 1993 - $2,470 million; 1992 - $2,715 million; 1991 - $2,905 million. 5. ADDITIONAL WORKING CAPITAL DATA <TABLE> <CAPTION> Dec. 31 1993 Dec. 31 . 1992 <s> Notes and accounts receivable Trade, less reserves of $89 million and $116 million Other, less reserves of $29 million and (millions of dollars) <c> <c> $ 5,427- $ 6,392 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 57 of 83 $29 million 1,433 1,687 Notes and loans payable Bank loans Commercial paper Long-term debt due within one year Other $ 6,860 $ 8,079 $ 1,189 1,891 1,003 26 $ 1,478 2,761 511 37 $ 4,109 $ 4,787 Accounts payable and accrued liabilities Trade payables Obligations to equity companies Accrued taxes other than income taxes Other > $ 6,910 767 2,369 2,076 $12,122 $ 7,100 823 2,478 2,244 $12,645 </TABLE> On December 31, 1993, unused credit lines for short-term financing totaled approximately $6.4 billion. Of this total, $4.4 billion support commercial paper programs under terms negotiated when drawn. 6. INVESTMENTS AND ADVANCES <TABLE> <CAETION> Dec. 31 1993 Dec. 31 1992 <s> In less than majority-owned companies Carried at equity in underlying assets Investments Advances (millions of dollars) <C> <C> $ 3,205 408 $ 3,033 459 Carried at cost or less 3,613 148 3,492 136 Long-term receivables and miscellaneous investments at cost or less 3,761 1,029 3,628 978 Total </TABLE> <PAGE> $ 4,790 $ 4,606 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F13 7. EQUITY COMPANY INFORMATION The summarized financial information below includes those less than majority-owned companies for which Exxon's share of net income is included in consolidated net income (see note 1, page Fll). 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. http://www.sec.gov/Arcliives/edgar/data/3408 8/0000950131-94-0003 08 .txt 9/12/2000 Page 58 of 83 <TABLE> <CAPTION> <s> Total revenues Includes sales to companies in the Exxon consolidation which amounted to 18% in 1993, 17% in 1992 and 16% in 1991 Income before income taxes Less: Related income taxes Net income Current assets Property, plant and equipment, accumulated depreciation Other long-term assets less Total assets Short-term debt Other current liabilities Long-term debt Other long-term liabilities Advances from shareholders Net assets - </TABLE> 1993 Total Exxon share <C> <c> 1992 Total Exxon share (millions of dollar <C> <C> $25,295 $ 3,255 (1,237) $ 2,018 $ 8,800 11,930 2,981 23,711 1,657 6,588 2,279 3,709 819 $ 8,659 $8,118 $1,441 (528) $ 913 $2,892 4,877 1,059 8,828 480 2,388 756 1,591 408 $3,205 $25,628 $ 3,067 (1,055) $ 2,012 $ 8,447 11,689 2,880 23,016 1,544 6,491 2,513 3,431 915 $ 8,122 $8,269 $1,398 (463 $ 935 $2,802 4,834 1,045 8,681 442 2,399 848 1, 50C 459 $3,033 8. INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT <TABLE> <CAPTION> <s> Petroleum and natural gas Exploration and production Refining and marketing Total petroleum and natural gas Chemicals Other Total - </TABLE> Dec. 31 , 1993 Dec. 31 , 1992 Cost Net Cost Net <c> (millions of dollars) <c> <C> <C> $ 62,131 28,103 $32,263 16,185 $ 62,609 28,166 $32,880 15,898 90,234 9,155 11,746 $111,135 48,448 5,006 8,508 $61,962 90,775 9,048 10,915 $110,738 48,778 5,015 8,006 $61,799 http://www.sec.gOv/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 59 of 83 Accumulated depreciation and depletion totaled $49,173 million at the end of 1993 and $48,939 million at the end of 1992. Interest capitalized in 1993, 1992 and 1991 was $374 million, $364 million and $331 million, respectively. <PAGE> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F14 9. LEASED FACILITIES At December 31, 1993, the corporation and its consolidated subsidiaries held non-cancelable operating charters and leases covering drilling equipment, tankers, service stations and other properties for which minimum lease commitments were as follows: <TABLE> <CAPTION> _ Minimum commitment Related rental income <s> 1994 1995 1996 1997 1998 1999 and beyond </TABLE> (millions <c> $679 504 373 282 207 925 of dollars) <C> $ 31 28 24 19 15 150 Net rental expenditures for 1993, 1992 and 1991 totaled $1,130 million, $1,108 million and $1,133 million, respectively, after being reduced by related rental income of $134 million, $120 million and $117'million, respectively. Minimum rental expenditures totaled $1,184 million in 1993, $1,141 million in 1992 and $1,185 million in 1991. 10. CAPITAL In 1989, the corporation sold 16.3 million shares of a new issue of convertible Class A Preferred Stock to its leveraged employee stock ownership plan (LESOP) trust for $61.50 per share. The proceeds of the issuance were used by the corporation for general corporate purposes. The corporation recorded a "Guaranteed LESOP Obligation" of $1,000 million as debt and as a reduction in shareholders' equity, representing company-g'uaranteed borrowings by the LESOP trust to purchase the preferred stock. As the debt is repaid, the Guaranteed LESOP Obligation will be extinguished. The stock can be converted into common stock at the lower of common stock market value or $61.50. Dividends are cumulative and payable in an amount per share equal to $4.68 per annum. Dividends paid per preferred share were $4.68 in 1993, 1992 and 1991. Dividends paid per common share were $2.88 in 1993, $2.83 in 1992 and $2.68 in 1991. Earnings per common share are based on net income less preferred stock dividends and the weighted average number of outstanding common shares during each year, adjusted for stock splits. . 11. LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN (LESOP) In 1989, the corporation's employee stock ownership plan trustee borrowed $1,000 million, under the terms of notes guaranteed by the corporation, maturing between 1990 and 1999. The principal due on the notes increases from $75 million in 1990 to $125 million in 1999. As further described in note 10, the LESOP trustee used the proceeds of the borrowing to purchase shares of convertible http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 60 of 83 Class A Preferred Stock. Employees eligible to participate in the corporation's thrift plan may elect to participate in the LESOP. Corporation contributions to the plan, plus dividends, are used to make principal and interest payments on the notes. As contributions and dividends are credited, shares of preferred stock are proportionately converted into common stock, with no`cash flow impact to the corporation, and allocated to participants' accounts. During 1993, 1.7 million shares of preferred stock, totaling $102 million, were converted to common stock and allocated. In 1992, 1.6 million shares of preferred stock, totaling $97 million, were converted and allocated. In 1991, 1.4 million shares of preferred stock, totaling $88 million, were converted and allocated. Preferred dividends of $54 million, $61 million and $69 million were paid during 1993, 1992 and 1991, respectively, and covered interest payments on the notes. The 1993, 1992 and 1991 principal payments were made from employer contributions and dividends reinvested within the LESOP trust and payments by Exxon as guarantor. 12. LONG-TERM DEBT . At December 31, i'993, long-term debt consisted of $7,518 million due in U.S. dollars and $988 million representing the U.S. dollar equivalent at year-end exchange rates of amounts payable in foreign currencies. These amounts exclude that portion of long-term debt, totaling $1,003 million, which matures within one year and is included in current liabilities. The amounts of long-term debt maturing, together with sinking fund payments required, in each of the four years after December 31, 1994, in millions of dollars, are: 1995 - $568; 1996 $1,062; 1997 - $534; 1998 - $547. Certain of the borrowings described may from time to time be assigned to other Exxon affiliates. During 1993, the corporation took on $2.6 billion in long-term credit lines of which $2.5 billion was unused at year-end. In 1982, debt totaling $515 million was removed from the balance sheet as a result of the deposit of U.S. government securities in irrevocable trusts. In 1987, the corporation placed additional government securities in the trusts, enabling removal of $240 million from the balance sheet. In 1993, the corporation redeemed $382 million of the foregoing debt. The government securities remained in the related trusts after the redemption, and the corporation's beneficial interest in those trusts was sold. The balance of outstanding defeased debt at year-end 1993 was $288 million. <PAGE> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F15 Summarized long-term borrowings at year-end 1993 and 1992 were as follows: <TABLE> <CAPTION> Dec. 31 1993 Dec. 31 1992 <s> EXXON CORPORATION Floating rate pollution-control revenue bonds due 2012-2027 LESOP notes (millions of dollars) <C> <C> $ 331 606 $ 258 728 EXXON PIPELINE COMPANY 5.5% Marine terminal revenue bonds due 2007 Variable rate marine terminal revenue bonds due 2033 173 159 EXXON SAN JOAQUIN PRODUCTION COMPANY Variable rate loan due 1994-2008 347 http://www.sec.gov/Archives/edgar/data/34088/000095013 l-94-000308.txt 9/12/2000 Page 61 of 83 EXXON CAPITAL CORPORATION 4.5% Guaranteed notes due 1996 8.0% Guaranteed notes due 1995 8.25% Guaranteed notes due 1994 8.25% Guaranteed notes due 1999 7.75% Guaranteed notes due 1996 7.875% Guaranteed notes due 1996 7.875% Guaranteed notes due 1997 8.0% Guaranteed notes due 1998 6.0% Guaranteed notes due 2005 6.125% Guaranteed notes due 2008 6.15% Guranteed notes due 2003 Zero coupon notes due 2004 - Face value ($1,146) net of unamortized discount 8.5% Guaranteed notes due 1994 7.45% Guaranteed notes due 2001 6.5% Guaranteed notes due 1999 6.625% Guaranteed notes due 2002 235 250 - 200 249 250 249 249 250 250 250 346 - 250 249 250 230 250 200 200 249 250 249 249 - 310 263 250 249 249 SEARIVER MARITIME, INC. Deferred interest debentures due 2012 - Face value ($771) net of unamortized discount Guaranteed debt securities due 1997-2011 380 150 341 150 EXXON ENERGY LIMITED 8.5% British pound loans due 1995-2002 6.87% Guaranteed notes due 2003 317 173 388 - IMPERIAL OIL LIMITED Variable rate U.S. dollar notes due 2004 8.75% U.S. dollar notes due 2019 9.875% Canadian dollar notes due 1999 8.3% U.S. dollar notes due 2001 1, 000 219 237 199 1/ 100 218 242 199 Capitalized lease obligations* Other U.S. dollar obligations Other foreign currency obligations 86 760 348 151 936 222 Total long-term debt $8, 506 $8, 637 </TABLE> *At an average imputed interest rate of 9.3% ini 1993 and 11.5% The estimated fair value of total long-term debt, including capitalized lease obligations, at December 31, 1993 and 1992 was $9.5 billion and $9.3 billion, respectively. 13. INTEREST RATE SWAP AND CURRENCY EXCHANGE CONTRACTS ' At December 31, 1993 and 1992, the corporation had various interest rate swap and currency exchange contracts outstanding with financial institutions of high credit standing. Interest rate swap agreements, maturing 1994-1999, had aggregate notional principal amounts of $705 million and $924 million at yearend 1993 and 1992, respectively. Currency exchange contracts, maturing 1994 2005, totaled $857 million at year-end 1993 and $1,547 million at year-end 1992. The corporation's exposure to credit and market risks from the above instruments is considered to be negligible. 14. LITIGATION AND OTHER CONTINGENCIES http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 62 of 83 A number of lawsuits, including class actions, have been brought in various courts against Exxon Corporation and certain of its subsidiaries relating to the release of crude oil from the tanker Exxon Valdez in 1989. Most of these lawsuits seek unspecified compensatory and punitive damages; several lawsuits seek damages in varying specified amounts. Certain of the lawsuits seek injunctive relief. The claims of many individuals have been dismissed or settled. Most of the remaining actions are scheduled for trial in federal court commencing May 2, 1994. Other actions will likely be tried in state court later in 1994. The cost to the corporation from these lawsuits is not possible to predict; however, it is believed that the final outcome will not have a materially adverse effect upon the corporation's operations or financial condition. German and Dutch affiliated companies are the concessionaires of a natural gas field subject to a treaty between the governments of Germany and the Netherlands under which the gas reserves in an undefined border or common area are to be shared equally. Entitlement to the reserves is determined by calculating the amounts of gas which can be recovered from this area. Based on the final reserve determination, the German affiliate has lifted more gas than its entitlement. Arbitration proceedings, as provided in the agreements, have commenced to determine the manner of resolving the imbalance in liftings between the German and Dutch affiliated companies. Financial effects to the corporation related to resolution of this imbalance would be influenced by different tax regimes and ownership interests. The net impact of the ultimate outcome is not expected to have a materially adverse effect upon the corporation's operations or financial condition. The U.S. Tax Court has decided the issue with respect to the pricing of crude oil purchased from Saudi Arabia for the years 1979 to 1981 in favor of the corporation. This decision is subject to appeal. Certain other issues for the years 1979-1982 remain pending before the Tax Court. The ultimate resolution of these issues is not expected to have a materially adverse effect upon the corporation's operations or financial condition. Claims for substantial amounts have been made against Exxon and certain of its consolidated subsidiaries in other pending lawsuits, the outcome of which is not expected to <PAGE> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F16 have a materially adverse effect upon the corporation's operations or financial condition. The corporation and certain of its consolidated subsidiaries were contingently liable at December 31, 1993 for $1,120 million, primarily relating to guarantees for notes, loans and performance under contracts. This includes $753 million representing guarantees of non-U.S. excise taxes and customs duties of other companies, entered into as a normal business practice, under reciprocal arrangements. Not included in this figure are guarantees by consolidated affiliates of $955 million, representing Exxon's share of obligations of certain equity companies. Additionally, the corporation and its affiliates have numerous long-term sales and purchase commitments in their various business activities, all of which are expected to be fulfilled with no adverse consequences material to the corporation's operations or financial condition. The operations and earnings of the corporation and its affiliates throughout the world have been, and may in the future be, affected from time to time in varying degree by political' developments and laws and regulations, such as forced divestiture of assets; restrictions on production, imports and exports; price controls; tax increases and retroactive tax claims; expropriation of http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 63 of 83 property; cancellation of contract rights and environmental regulations. Both the likelihood of such occurrences and their overall effect upon the corporation vary greatly from country to country and are not predictable. 15. OTHER POSTRETIREMENT BENEFITS The corporation and several of its affiliates make contributions toward the cost of providing certain health care and life insurance benefits to retirees, their beneficiaries and covered dependents. The corporation determines the level of its contributions to these plans annually; no commitments have been made regarding the level of such contributions in the future. Corporation contributions in 1991 were expensed as paid ($109 million). The accrual method of accounting for these benefits was adopted January 1, 1992 in accordance with the provisions of Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." The accumulated postretirement benefit obligation is based on the existing level of the corporation's contribution toward these plans. Plan assets include investments in equity and fixed income securities. <TABLE> <CAPTION> Other postretirement benefits expense . 1993 Total Health Li <S> Service cost Interest cost Actual (gains) on plan assets Deferral of actual versus assumed return on plan assets Amortization of actuarial loss Net expense </TABLE> <C> $ 22 127 (36) 11 1 $ 125 <C> $ 10 49 - - 1 $ 60 (ir < <TABLE> <CAPTI0N> Other postretirement benefit plans status <S> Accumulated postretirement benefit Retirees Fully eligible participants Other active participants obligation Funded assets (market values) Unrecognized prior service costs Unrecognized net gain/(loss) Book reserves Assumptions in accumulated postretirement Total Dec. 31, 1993 Health <C> $1,326 114 355 1,795 (289) (21) (194) $1,291 <C> $457 41 140 638 - (21) (35) $582 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 benefit obligation and expense (percent) Discount rate Long-term rate of compensation increase Long-term annual rate of return on funded assets </TABLE> <PAGE> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page 64 of 83 7.25 5.00 10.00 F17 16. ANNUITY BENEFITS Exxon and many of its affiliates have defined benefit retirement plans which cover substantially all of their employees. Plan benefits are generally based on years of service a.nd employees' compensation during their last years of employment. Assets are contributed to trustees and insurance companies to provide benefits for many of Exxon's retirement plans, including the Exxon Annuity Plan, Exxon's principal U.S. plan. All U.S. plans which are subject to funding requirements meet federal government funding standards. Certain smaller U.S. plans, and a number of non-U.S. plans, are not funded because of local tax conventions and regulatory practices which do not encourage funding. Book reserves have been established for these plans to provide for future benefit payments. The discount rate used in calculating the year-end pension liability for financial reporting purposes is based on the year-end rate of interest on high quality bonds, as required by current accounting standards. This discount rate reflects the rate at which pension benefits could be effectively settled, either by matching the liability with a bond portfolio or buying annuities from an insurance company. Interest rates dropped significantly in many countries in 1993, and the resultant lower discount rates have increased the actuarial present value of the benefit obligation from the previous year. While assets and book reserves for U.S. and non-U.S. plans are less than projected benefit obligations when measured on this settlement basis, they are greater than benefits that have been accumulated through the end of 1993. In contrast to the discount rate, which is limited to current bond interest rates, the assumed rate of return on funded assets is based on anticipated long-term investment performance. The majority of pension assets, for both U.S. and non-U.S. plans, are invested in equities that have historically had returns which exceeded bond interest rates. In the U.S., the expected long-term rate of return for funded assets is 10 percent, and the average actual return over the past 10 years was over 12 percent. This expected long-term rate of return is utilized in reporting to appropriate federal government authorities. On this basis, the Exxon Annuity Plan is fully funded. <TABLE> <CAPTION> U.S. Plan Annuity plans net pension cost/(credit) 1993 1992 <S> Cost of benefits earned by employees during the year Interest accrual on benefits earned in prior years Actual (gains) on plan assets Deferral of actual versus assumed return on assets . Amortization of actuarial (gains)/losses and prior service cost Net pension enhancement and curtailment/settlement expense <C> $ 111 350 (463) 146 (35) (13) <C> $ 108 352 (150) (203) (51) (8) http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Net pension cost for the year </TABLE> <TABLE> <CAPTION> ' Page 65 of 83 $ 96 $ 48 Annuity plans status De <S> Actuarial present value of benefit obligations Benefits based on service to date and present pay levels Vested . ... Non-vested <C $ Total accumulated benefit obligation Additional benefits related to projected pay increases " Total projected benefit obligation Funded assets (market values) Book reserves Total funded assets and book reserves Assets and reserves in excess of/(less than) proj. benefit obligation Consisting of: Unrecognized net gain at transition Unrecognized net actuarial (loss) since transition Unrecognized prior service costs incurred since transition Assets and reserves in excess of accumulated benefit obligation Assumptions in projected benefit obligation and expense (percent) Discount rate Long-term rate of compensation increase Long-term annual rate of return on funded assets </TABLE> <PAGE> $ $ $ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FI8 17. INCENTIVE PROGRAM The 1993 Incentive Program provides for grants of stock options, stock appreciation rights (SARs), restricted stock and other forms of award. Awards may be granted over the 10-year period ending April 28, 2003 to eligible employees of the corporation and those affiliates at least 50 percent owned. The number of shares of stock which may be awarded each year under the 1993 Incentive Program may not exceed seven tenths of one percent (0.7%) of the total number of shares of common stock of the corporation outstanding on December 31 of the preceding year. If the total number of shares effectively-granted in any year is less than the maximum number of shares allowable, the balance may be carried over to the following year. Outstanding awards are subject to certain forfeiture provisions contained in the program or award instrument. As under earlier programs, options and SARs may be granted at prices not less than 100 percent of market value on the date of grant. Options and SARs thus far granted are exercisable after one year .of continuous employment following the date of grant. Options for 35,063,227 and 32,519,469 common shares were outstanding at December 31, 1993 and 1992 respectively. Of those http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 66 of 83 options, 8,274,872 and 10,238,925 at December 31, 1993 and 1992, respectively, included SARs. In anticipation of settlement of SARs at market value of the shares covered by the options to which they are attached, $23 million was credited to earnings in 1993, $26 million was credited in 1992 and $29 million was charged in 1991. Exercise of either a related option or a related SAR cancels the other to the extent exercised. No SARs were granted in 1993. Changes that occurred during 1993 in options outstanding are summarized below: <TABLE> <CAPTION> 1993 Program 1988 Program 1983 Program <S> Outstanding at December 31, 1992 Granted at $63.56 average per share Less: Exercised at $38.87 average per share Expired <c> (number of common shares) <C> <C> -- 25,965,192 6,554,277 5,965,350 -- - 1,311,839 1,960,803 148,950 - Outstanding at December 31, 1993 5,965,350 24,504,403 4,593,474 Options exercisable at December 31, 1993 - 24,504,403 4,593,474 </TABLE> Shares available for granting at the beginning of 1993 were 1,700,050 and 2,681,576 at the end of 1993. The weighted average option price per common share of the options outstanding at December 31, 1993 under the 1993 Incentive Program and earlier programs was $52.36. The effect on net income per common share from the assumed exercise of stock options outstanding at year-end 1993, 1992 or 1991 would be insignificant. At December 31, 1993 and 1992, respectively, 139,250 and 159,750 shares of restricted common stock were outstanding. <PAGE> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. INCOME, EXCISE AND OTHER TAXES F19 <TABLE> <CAPTION> <S> Income taxes Federal or non-U.S. Current Deferred - net U.S. tax on non-U.S. operations United States 1993 NonU.S. <C> <C> Total <c;> 1992 United States NonU.S. (millions of dollars) <C> <C> < $ 622 73 (16) $ 1,941 50 - $ 2,563 123 (16) $ 642 (143) 15 $ 2,166 (279) - $ http://www.sec.gov/Archives/edgar/data/34088/000095013 l-94-000308.txt 9/12/2000 Page 67 of 83 State 679 102 Total income tax expense Excise taxes Other taxes and duties 781 2,179 987 Total $3,947 </TABLE> 1,991 " 1,991 9,528 18,758 $30,277 2,670 102 2,772 11,707 19,745 $34,224 514 76 590 2,351 1,019 $3,960 1,887 - 1,887 10,161 20,494 $32,542 The above provisions for deferred income taxes include net credits for the effect of changes in tax law provisions and rates of $146 million in 1993, $153 million in 1992 and $164 million in 1991. Income taxes of $109 million in 1993 and $210 million in 1992, respectively, were credited directly to shareholders' equity. $ The reconciliation between income tax expense and a theoretical U.S. tax computed by applying a rate of 35 percent for 1993 and 34 percent for 1992 and 1991, is as follows: <TABLE> <CAPTION> ' 1993 1992 1991 <S> Earnings before Federal and non-U.S. income taxes United States Non-U.S. Total Theoretical tax Effect of equity method accounting Adjustment for non-U.S. taxes in excess of theoretical U.S. tax U.S. tax on non-U.S. operations Other U.S. Federal and non-U.S. income tax expense Total effective tax rate </TABLE> (millions of dollars) <C> <C> <C> $1,893 6,057 $7,950 $2,783 (320) 191 (16) 32 _ $2,670 38.5% $1,158 6,053 $7,211 $2,452 (318) 147 15 105 $2,401 37.9% $1,554 6,868 $8,422 $2,863 (350) 279 11 19 $2,822 38.4% The effective income tax rate includes state income taxes and the corporation's share of income taxes of equity companies. Equity company taxes totaled $528 million in 1993, $463 million in 1992 and $579 million in 1991, essentially all outside the U.S. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. Deferred tax liabilities (assets) are comprised of the following at December 31: <TABLE> <CAPTION> ' http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 68 of 83 Tax effects of temporary differences for: <s> Depreciation Intangible development costs Capitalized interest Other liabilities Total deferred tax liabilities 1993 1992 (millions of dollars) <C> <c> $ 8,526 $ 8,758 3,287 3,380 850 756 1,089 1,130 13,752 14,024 Pension and other postretirement benefits Site restoration reserves Tax loss carryforwards Other assets Total deferred tax..assets (1,074) (787) (702) (1,116) (3,679)' (1,097) (850) (576) (1,217) (3,740) Asset valuation allowances Net deferred tax liabilities </TABLE> 480 $10,553 421 $10,705 The corporation had $8.1 billion of indefinitely reinvested, undistributed earnings from subsidiary companies outside the U.S. Unrecognized deferred taxes on remittance of these funds are not expected to be material. <PAGE> NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F20 19. DISTRIBUTION OF EARNINGS AND ASSETS <TABLE> <CAPTION> Segment 1993 1992 Petroleum <S> Sales and operating revenue Non-affiliated Intersegment <c> $ 98,808 2,411 Total $101,219 Chemicals <C> $ 8,641 1,383 $10,024 Corporate total Petroleum Chemicals Cor t <c> (millions of dollars) <C> <c> <C> $109,532 - $109,532 $104,282 2,817 $107,099 $ 9,131 1,497 $10,628 $11 $11 Operating profit Add/(deduct): Income taxes $ 7,445 (2,938) Minority interests (136) Earnings of equity companies Corporate and financing 957 - $ 638 (207) (8) (12) - $ 8,390 $ 6,538 (3,156) (2,403) (302) (169) 945 (597) 982 - $ 660 (205) 4 $ ( (8) - http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 69 of 83 Earnings before accounting changes Cumulative effect of accounting changes 5,328 - Earnings $ 5,328 Identifiable assets Depreciation and depletion Additions to plant </TABLE> $ 64,336 4,033 5,392 <TABLE> <CAPTION> Geographic <S> 1993 Petroleum and chemicals United States Other Western Hemisphere Eastern Hemisphere Other/eliminations Corporate total 1992 Petroleum and chemicals United States Other Western Hemisphere Eastern Hemisphere Other/eliminations Corporate total 411 - $ 411 $ 8,478 408 542 5,280 - $ 5,280 $ 84,145 4,884 6,919 4,948 " $ 4,948 $ 65,650 4,182 5,686 451 - $ 451 $ 8,597 415 594 Sales and other operating revenue Earning Non-affiliated Interarea Total <C> (millions of dollars) <C> <C> <C> $ 22,285 17,098 68,069 2,080 $ 741 416 2,095 (3,252) $ 23,026 17,514 70,164 (1,172) $1,66 31 3,75 (45 $109,532 - $109,532 $5,28 $ 24,028 17,810 71,578 2,256 $115,672 $ 906 310 3,403 (4,619) $ 24,934 18,120 74,981 (2,363) $115,672 $1,1S 27 3,93 (62 $4,77 1991 Petroleum and chemicals United States Other Western Hemisphere Eastern Hemisphere Other/eliminations Corporate total </TABLE> $ 25,175 18,206 69,542 2,145 $115,068 $ 744 216 2,835 (3,795) - $ 25,919 18,422 72,377 (1,650) $115,068 $1,47 15 4,56 (59 $5, 6C Transfers between business activities or areas are at estimated market prices. - <PAGE> QUARTERLY INFORMATION F21 <TABLE> <CAPTION> 1993 . <S> First Quarter <c> Second Quarter Third Quarter Fourth Quarter Year Firs Quart <c> <c> <c> <c> <c> (thousands of barre http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 \.0 Page 70 of 83 Volumes Production of crude oil and natural gas liquids Refinery crude oil runs Petroleum product sales 1,676 3,182 4,870 1,649 3,296 4,831 1,620 3,321 4,923 1,725 3,277 5,075 1,667 3,269 4,925 1,7 3,3 4,9 Natural gas production available for sale 7,090 4,678 4,619 (millions of cubic f 6,930 5,825 6,9 Summarized financial data Sales and other operating revenue Gross profit* Net income as reported Effect of adopting accounting changes Cumulative effect of " accounting changes Net income as restated (millions of dc $26,897 $10,798 $ 1,185 _ _ $ 1,185 27,604 11,459 1,235 _ _ 1,235 27,380 11,521 1,360 _ __ 1,360 27,651 12,635 1,500 109,532 46,413 5,280 1> 500 _ 5,280 $27,4 $12,C $ 1,3 $( $( $ 1,2 Per share data Net income per common share as reported $ 0.94 Effect of adopting accounting changes __ Cumulative effect of accounting changes -- Net income per common share as restated $ 0.94 Dividends per common share $ 0.72 Dividends per preferred share $ 1.17 Common Stock prices High ' Low </TABLE> $66,750 $57,750 0.98 0.98 0.72 1.17 69.000 63.250 1.09 -- _ 1.09 0.72 1.17 66.750 63.375 1.20 __ _ 1.20 0.72 1.17 66.375 61.000 (dollars: per 4.21 _ _ 4.21 2.88 4.68 $ 1. $ (0. $ (0. $ 1. $ 0. $ 1. 69.000 57.750 $61.2 $53.7 The price range of Exxon Common Stock is based on the composite tape of the several U.S. exchanges where Exxon Common Stock is traded. The principal market where Exxon Common Stock (XON) is traded is the New York Stock Exchange, although the stock is traded on most major exchanges in the United States, as well as on the London, Tokyo and other foreign exchanges. At January 31, 1994, there were 620,467 holders of record of Exxon Common Stock. On January 26, 1994, the corporation declared a $0.72 dividend per common share, payable March 10, 1994. *Gross profit equals sales and other operating revenue less estimated costs associated with products sold. <PAGE> SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES F22 <TABLE> <CAPTION> . Consolidated Subsidiari http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 71 of 83 Results of Operations United States Canada Europe Australia and Far East <S> 1993 - Revenue Sales to third parties Transfers <C> <c> $1,275 $ 346 2,829 712 <C> (millions <C> $2,336 1,063 $1,655 876 Production costs excluding taxes Exploration expenses Depreciation and depletion . Taxes other than income Related income tax 4,104 1,204 132 1,196 479 459 1,058 430 41 480 21 19 3,399 1,114 250 700 60 435 2,531 412 81 404 532 . 378 Results of producing activities Other,earnings* 634 296 67 (35) 840 194 724 26 Total earnings $ 930 $ 32 $1,034 $ 750 1992 - Revenue Sales to third parties Transfers $ 993 $ 335 3,338 885 $2,735 1,067 $2,019 869 Production costs excluding taxes Exploration expenses Depreciation and depletion Taxes other than income Related income tax 4,331 1,251 183 1,401 474 350 1,220 429 58 551 17 38 3,802 1,330 379 702 76 448 2,888 426 93 419 635 542 Results of producing activities Other earnings* 672 86 127 (27) 867 179 773 (40) Total earnings $ 758 $ 100 $1,046 $ 733 1991 - Revenue Sales to third parties Transfers $ 955 3,405 $ 309 1,007 $2,457 1,198 $2,051 760 Production costs excluding taxes Exploration expenses Depreciation and depletion Taxes other than income Related income tax 4,360 1,388 335 ~ 1,466 513 243 1,316 628 77 607 17 35 3,655 1,272 292 665 74 534 2,811 399 94 392 694 478 Results of producing activities Other earnings* 415 216 (48) 114 818 95 754 15 Total earnings $ 631 $ 66 $ 913 $ 769 Average sales prices and production costs per unit of production During 1993 Average sales prices Crude oil and NGL, per barrel Natural gas, per thousand cubic feet Average production costs, per barrel*** During 1992 ' ' Average sales prices Crude oil and NGL, per barrel** $13.19 2.11 3.90 $11.71 1.33 4.45 $16.68 2.49 5.30 $14.59 $13.17 $19.22 $18.19 1.21 2.52 $21.08 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.t5ct 9/12/2000 Page 72 of 83 Natural gas, per thousand cubic feet** Average production costs, per barrel*** During 1991 Average sales prices Crude oil and NGL, per barrel** Natural gas, per thousand cubic feet** Average production costs, per barrel*** </TABLE> 1.84 3.98 1.22 4.23 2.86 6.49 $14.52 1.61 4.25 $13.40 1.20 5.80 $19.86 2.99 6.69 1.54 2.73 $21.34 1.76 2.78 *Earnings related to transportation of oil and gas. sale of third party purchases, oil sands operations and technical services agreements, and reduced by minority interests . **1992 and 1991 realizations have been restated for comparability ***Natural gas included by conversion to crude oil equivalent; production costs exclude all taxes, 1992 and 1991 have been restated for comparability <PAGE> ' SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES ' F23 OIL AND GAS EXPLORATION AND PRODUCTION COSTS The amounts shown for net capitalized costs of consolidated subsidiaries are $3,117 million less at year-end 1993 and $3,426 million less at year-end 1992 than the amounts reported as investments in property, plant and equipment for exploration and production in note 8, page F13. This is due to the exclusion from capitalized costs of certain transportation and research assets and assets relating to the oil sands operations, and to inclusion of accumulated provisions for site restoration costs, all as required in Statement of Financial Accounting Standards No. 19. The amounts reported as costs incurred include both capitalized costs and costs charged to expense during the year. Total worldwide costs incurred in 1993 were $4,123 million, down $511 million from 1992, due primarily to lower development costs. 1992 costs were $4,634 million, down $199 million from 1991, due primarily to lower exploration costs. <TABLE> <CAPTION> Consolidated Subsidiaries Capitalized costs <S> As of December 31, 1993 Property (acreage) costs - Proved - Unproved Total property costs Producing assets Support facilities Incomplete construction Total capitalized costs Accumulated depreciation and depletion United States <C> $ 3,576 561 4,137 22,514 371 340 27,362 14,463 Canada <c> $3,438 150 3,588 3,778 79 130 7,575 2,855 Europe Australia and Far East Other <C> (millions of dollars) <C> <C> $ 22 45 67 13,375 372 1,578 15,392 8,081 $ 495 248 743 5,356 505 760 7,364 3,910 $ 687 59 746 1,038 33 77 1,894 1,132 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 73 of 83 Net capitalized costs As of December 31, 1992 Property (acreage) costs - Proved - Unproved Total property costs Producing assets Support facilities Incomplete construction - Total capitalized costs Accumulated depreciation and depletion Net capitalized costs $12,899 $4,720 $ 3,603 638 4,241 20,750 382 2,175 27,548 14,472 $13,076 $3,688 224 3,912 4,116 58 48 8,134 2,859 $5,275 $ 7,311 $ 23 44 67 12,354 364 2,153 14,938 7,880 $ 7,058 $3,454 $ 550 329 879 4,984 495 621 6,979 3,687 $3,292 $ 762 $ 689 14 703 1,,052 31 131 1, 917 1, 164 $ 753 Costs incurred in property acquisitions, exploration and development activities During 1993 Property acquisition costs - Proved - Unproved Exploration costs Development costs - $3 12 150 1,001 $ 10 41 207 '$2 284 1,213 $8 110 576 $ 45 176 68 Total $1,166 $ 258 $ 1,499 $ 694 $ 289 During 1992 Property acquisition costs - Proved - Unproved Exploration costs Development costs $ 27 9 178 1,209 $7 4 49 121 $1 395 1,453 $1 131 516 $' 21 102 98 Total $1,423 $ 181 $ 1,849 $ 648 $ 221 During 1991 Property acquisition costs - Proved - Unproved Exploration costs Development costs $3 95 381 1,355 $4 10 89 196 $1 371 1,201 $1 6 141 488 $2 - 99 85 Total </TABLE> <PAGE> $1,834 $ 299 $ 1,573 $ 636 $ 186 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 1991, 1992 and 1993. The definitions used are in accordance with applicable Securities and Exchange Commission regulations'. . Proved reserves are the estimated quantities of oil and gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 74 of 83 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 Subsic Crude Oil and Natural. Gas Liquids United States Canada Europe Austr and Fa <s> Net proved developed and undeveloped reserves January 1, 1991 Revisions Purchases Sales Improved recovery Extensions and discoveries Production <C> 2,437 208 - (4) 17 16 (226) <C> <C> (mill <c> 1,447 (12) - (26) 1 (87) 1,499 69 - 15 (128) 81 15 - (12 December 31, 1991 Revisions Purchases Sales Improved recovery Extensions.and discoveries Production 2,448 47 - (11) 5 120 (216) 1,323 (10) 1 (17) 5 (81) 1,455 51 1 - 89 21 (139) 86 e; - - - 3 (12 December 31, 1992 Revisions Purchases Sales Improved recovery Extensions and discoveries Production 2,393 116 1,221 2 1,478 43 82 g 10 4 - - (20) (18) - t 16 3 - - 11 - 28 i ~ (202) (77) (149) (12 December 31, 1993 2,324 Oil sands reserves At December 31, 1991 At December 31, 1992 At December 31, 1993 Worldwide net proved developed and undeveloped reserves (including oil sands) At December 31, 1991 At December 31, 1992 At December 31, 1993 - 2,448 2,393 2,324 Developed reserves, included above (excluding oil sands) At December 31, 1991 ' At December 31, 1992 At December 31, 1993 . 2,010 1,865 1,821 1,135 1,400 283 327 314 - 1,606 1,548 1,449 1,455 1,478 1,400 736 625 524 834 853 859 8C - 86 82 8C 6C 61 62 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 75 of 83 </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 1993 due to geological, technological or economic uncertainties and therefore are not included in the tabulation. Crude oil and natural gas liquids and natural gas production quantities shown are the net volumes withdrawn from Exxon's oil and gas reserves. The natural gas quantities differ from the quantities of gas delivered for sale by the producing function as reported on page F27 due to volumes consumed or flared and inventory changes. Such quantities amounted to approximately 231 billion cubic feet in 1991, 203 billion cubic feet in 1992 and 213 billion cubic feet in 1993. <TABLE> <CAPTION> Consolidated Subsidiarie Natural Gas <s> Net proved developed and undeveloped reserves ` January 1, 1991 Revisions Purchases Sales Improved recovery Extensions and discoveries Production December 31, 1991 Revisions Purchases Sales Improved recovery Extensions and discoveries Production December 31, 1992 Revisions Purchases Sales Improved recovery Extensions and discoveries Production December 31, 1993 Worldwide net proved developed and undeveloped reserves United States Canada <c> <c> Europe Austral! and Far Ea (billions of cub <c> <c> 9,542 1,041 (30) 2 282 (682) 10,155 " 149 (50) 24 103 (649) 9,732 131 54 (57) 17 350 (697) 9,530 3,828 (18) (251) 38 (201) 6,562 48 262 (417) 3,396 (350) 6,455 207 (227) 1 (169) - 465 564 - (440) 2,651 13 39 (90) 4 76 (188) 7,251 253 - .- - 258 (413) 2,505 7,349 4,851 617 -- - 52 (175) 5,345 (378) -- 379 (236) 5,110 601 - (1) 886 (276) 6,320 http://www.sec.gov/ArcMves/edgar/daW34088/000095013 l-94-000308.txt 9/12/2000 Page 76 of 83 At December 31, At December 31, At December 31, 1991 1992 1993 10,155 9,732 9,530 3,396 2,651 2,505 6,455 7,251 7,349 5,345 5,110 6,320 Developed reserves , included above At December 31, 1991 At December 31, 1992 At December 31, 1993 </TABLE> <PAGE> 7,816 7,632 7,935 2,959 2,252 2,022 4,018 3,836 4,098 2,895 3,315 4, 009 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 Subsidi United States <S> As of December 31, 1991 Future cash inflows from sales of oil and gas ' Future production and development costs Future income tax expenses Future net cash flows Effect of discounting net cash flows at 10% Discounted future net cash flows As of December 31, 1992 Future cash inflows from sales of oil and gas Future production and development costs Future income tax expenses Future net cash flows Effect of discounting net cash flows at 10% Discounted future net cash flows As of December 31, 1993 Future cash inflows from sales of oil and gas Future production and development costs Future income tax expenses Future net cash flows <C> $44,929 27,046 4,967 12,916 7,348 $ 5,568 $48,897 24,681 7,334 16,882 8,175 $ 8,707 $38,261 19,980 4,566 13,715 Canada <c> Europe <C> Austral and Far (million <c> $15,782 9,414 2,595 3,773 2,036 $ 1,737 $44,202 24,373 8,528 11,301 4,788 $ 6,513 $22,83 12,27 3,99 6,56 2,87 $ 3,68 $15,496 7,704 3,183 $41,248 19,965 7,987 4,609 13,296 2,351 5,767 $ 2,258 $ 7,529 $19,68 10,94 3,46 5,27 2,15 $ 3,11 $11,816 6,677 2,016 3,123 $33,639 18,295 5,467 9,877 $18,19 11,28 2,51 4,38 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 77 of 83 Effect of discounting net cash flows at 10% Discounted future net cash flows </TABLE> <TABLE> <CAPTION> 6,695 $ 7,020 1,552 $ 1,571 4,387 $ 5,490 1,95 $ 2,43 CHANGE IN STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVES Consolidated Subsidiaries <S> Value of reserves added during the year due to extensions, discoveries, improved re and net purchases less related costs Changes in value of previous-year reserves due to: Sales and transfers of oil and gas produced during the year, net of production (1 Development costs incurred during the year " Net change in prices, lifting and development costs Revisions of previous reserves estimates Accretion of discount Net change in income taxes Total change in the standardized measure during the year </TABLE> *1992 and 1991 future cash inflows and future production and development costs for non-consolidated interests have been restated for comparability <PAGE> OPERATING SUMMARY - F27 <TABLE> <CAPTION> 1993 1992 1991 1990 1989 <s> Production of crude oil and natural gas liquids Net production United States Canada Europe Australia and Far East Other <C> <C> <C> (thousands of <c> <c> ~ 553 210 408 337 46 591 223 381 334 59 619 237 349 329 65 640 260 298 315 89 693 269 338 309 92 Total consolidated subsidiaries Proportional interest in production of non-consolidated interests Oil sands production - Canada 1,554 69 44 1,588 72 45 1,599 75 41 1,602 71 39 1,701 66 37 Worldwide 1,667 1,705 1,715 1,712 1,804 Refinery crude oil runs United States Canada Europe Australia and Far East Other ' ' 841 408 1,389. 515 116 911 391 1,387 507 107 937 432 1,401 464 99 868 489 1,327 498 94 999 487 1,257 463 93 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 78 of 83 Worldwide 3,269 Petroleum product sales Aviation fuels Gasoline, naphthas Home heating oils, kerosene. Heavy fuels Specialty products 379 1,818 diesel oils 1,569 558 601 Total 4,925 United States Canada Europe Other 1,152 517 1,872 1,384 Worldwide . ... 4,925 3,303 376 1,822 1,557 546 608 4,909 1,203 513 1,847 1,346 4,909 3,333 372 1,821 1,561 535 580 4,869 1,210 527 1,863 1,269 4,869 3,276 382 1,742 1,491 543 597 4,755 1,109 597 1,796 1,253 4,755 3,299 382 1,708 1,498 507 625 4,720 1,147 625 1,718 1,230 4,720 Natural gas production available for sale Net production United States Canada Europe Australia and Far East Other Total consolidated subsidiaries Proportional interest in production of non-consolidated interests Worldwide 1,764 328 1,009 659 6 3,766 2,059 5,825 1,607 326 1,071 557 54 3, 615 2,046 5,661 1,655 355 1,033 391 66 3,500 1,997 5,497 (millions of c 1,778 397 977 349 64 3,565 1,753 5,318 1,827 389 1,068 356 59 3,699 1,686 5,385 Tanker capacity, owned and chartered </TABLE> 6.5 n ii - ii j ii * II N> a> II ii oo |i 1! II rH II II r~ II II II (millions of deadwei 8.4 Operating statistics include 100 percent of operations of majority-owned subsidiaries; for other companies, gas, crude production and petroleum product sales include Exxon's ownership percentage, and crude runs include quantities processed for Exxon. Net production excludes royalties and quantities due others when produced, whether payment is made in kind or cash. <PAGE> DIRECTORS, OFFICERS, REGIONAL AND OPERATING ORGANIZATIONS F28 DIRECTORS Randolph W. Bromery...... President, Springfield College, Springfield, Massachusetts; Commonwealth Professor, Emeritus, University of Massachusetts at Amherst; President, Geoscience Engineering Corporation [geological and geophysical services] D. Wayne Calloway.........................Chairman of the Board and Chief Executive Officer, PepsiCo, Inc. [beverages, snack foods, and restaurants] http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 79 of 83 Jess Hay.........................................................Chairman of the Board and Chief Executive Officer, Lomas Financial Corporation [mortgage banking and other financial services] William R. Howell.........................Chairman of the Board and Chief Executive Officer, J.C. Penney Company, Inc. [department stores and catalog chain] Lord Laing of Dunphail...Life President, United Biscuits (Holdings) pic [food and confectionary products] Philip E. Lippincott..............Chairman and Chief Executive Officer, Scott Paper Company [sanitary paper, printing and publishing papers, and forestry operations] Marilyn Carlson Nelson...Director and Vice Chairman, Carlson Holdings Inc. [travel, hotels, restaurants, and marketing services] Lee R. Raymond...................................Chairman of the Board and Chief Executive Officer Charles R. Sitter....................President " John H. Steele....................................President Emeritus, Corporation of Woods Hole Oceanographic Institution Robert E. Wilhelm.........................Senior Vice President Joseph D, Williams......................Retired Chairman of the Board and Chief Executive Officer, Warner-Lambert Company [pharmaceuticals and consumer health products] STANDING COMMITTEES OF THE BOARD . Audit Committee...'......................D.W. Calloway (Chairman), W.R. Howell, Lord Laing of Dunphail, M.C. Nelson, J.D. Williams Board Advisory Committee on Contributions.............................C.R. Sitter (Chairman), J. Hay, P.E. Lippincott, M.C. Nelson, R.E. Wilhelm Board Compensation Committee.....................................................W.R. Howell (Chairman), P.E. Lippincott Chairman), D.W. Calloway, J. Hay (Vice Nominating Committee...............R.W. Bromery (Chairman), Lord Laing of Dunphail, P.E. Lippincott, M.C. Nelson, J.H. Steele, J.D. Williams Public Issues Committee..J.D. Williams (Chairman), R.W. Bromery (Vice Chairman), Lord Laing of Dunphail, C.R. Sitter, J.H. Steele, R.E. Wilhelm Executive Committee..................L.R. Raymond (Chairman), C.R. Sitter (Vice Chairman), R.W. Bromery, J. Hay, W.R. Howell Finance Committee.........................L.R. Raymond (Chairman), C.R. Sitter (Vice Chairman) EXECUTIVE OFFICERS L.R. Raymond...........................................Chairman of the Board and Chief Executive Officer C.R. Sitter............................................President http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 80 of 83 C. M. Harrison......................................Senior Vice President E.J. Hess.......................................... SeniorVicePresident R.E. Wilhelm.............................. SeniorVicePresident D. L. Baird, Jr............................Secretary E. R. Cattarulla.............................Vice President--Public Affairs W.B. Cook................................................Vice President and Controller R. Dahan..........................................................Vice President S. F. Goldmann....................................General Manager--Corporate Planning G. L. Graves................................ .. .Vice President--Environment and Safety R.P. Larkins...........................................Vice President H. J. Longwell........................................Vice President T. J. McDonagh, M.D..................Vice President--Medicine and Occupational Health R.B. Nesbitt.............................................Vice President W.D. O'Brien.............................................Vice President and General Tax Counsel C. K. Roberts......................................Vice President and General Counsel E.A. Robinson.........................................Vice President and Treasurer D. S. Sanders...............:....................Vice President--Human Resources D.E. Smiley...............................................Vice President--Washington Office J.L. Thompson........................................Vice President ' T.P. Townsend.......................................Vice President--Investor Relations CHIEF EXECUTIVES, REGIONAL AND OPERATING ORGANIZATIONS DIVISIONS OF EXXON CORPORATION R. Dahan........................................................President, Exxon Company, International R.P. Larkins................................President, Exxon Coal and Minerals Company H.J. Longwell........................................President, Exxon Company, U.S.A. R.B. Nesbitt............................................President, Exxon Chemical Company J.L. Thompson..................................President, Exxon Exploration Company AFFILIATED COMPANIES C. M. Eidt, Jr....................................President, Exxon Research and Engineering Company D. Mendell, III................................President, Exxon Production Research Company R.B. Peterson.......................................Chairman o : the Board, Imperial Oil Limited http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-0003 08.txt 9/12/2000 Page 81 of 83 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-21 <SEQUENCE>8 <DES CRIPTION>SUBSIDIARIES <TEXT> <PAGE> EXHIBIT 21 Subsidiaries of the Registrant (1), (2) and (3) AT DECEMBER 31, 1993 <TABLE> <CAPTION> , ,,,, PERCENTAGE OF VOTING SECURITIES OWNED BY IMMEDIATE STATE OR COUNTRY OF PARENT(S) ORGANIZATION <S> Ancon Insurance Company, Inc....................................... Esso Aktiengesellschaft........................................................ BRIGITTA Erdgas und Erdoel GmbH, Hannover(4) (5).................................................................................................. Elwerath Erdgas und Erdoel GmbH, Hanno ver (4) (5).................................................................................................. Esso Australia Resources Ltd. . ................................ Delhi Petroleum Pty. Ltd................................................. Esso Australia Ltd...................................................................... Exxon Coal Australia Limited................................... Esso Eastern Inc................................................................................. Esso Malaysia Berhad.................................. Esso Production Malaysia Inc................................... Esso Sekiyu Kabushiki Kaisha..................... Esso Singapore Private Limited............................ Esso Standard Thailand Ltd.......................................... Exxon Energy Limited............................................................... General Sekiyu K.K.(5) (6).............................................. P. T. Stanvac Indonesia (4) (5)................................ Tonen Kabushiki Kaisha (5)......................................... Esso Exploration and Production Norway A/S.......................................................................................................................... Esso Holding Company Holland Inc......................... Esso Holding B.V............................................................................. Esso N.V./S.A.................................................................................... Esso Nederland B.V...................................................................... N. V. Nederlandse Gasunie(5)................................... Nederlandse Aardolie Maatschappij B.V. (4) (5).............................................................................................. Esso Holding Company U.K. Inc................................... Esso UK pic............................................................................................... Esso Exploration and Production UK Limited..................................................................................................... Esso Petroleum Company, Limited..................... Exxon Chemical Limited........................................................ Exxon Chemical Olefins Inc..-.............................. Esso Italiana S.p.A. (7)........................................................ Esso Norge a.s........................................................................................ <C> 100 100 50 50 100 100 100 100 100 65 100 100 100 87.5 100 49 50 ~ 25 100 100 100 100 100 25 50 100 100 100 100 100 10.0 100 100 <C> Vermont Germany Germany Germany Delaware Australia Australia Australia Delaware Malaysia Delaware Japan Singapore Thailand Hong Kong Japan Indonesia Japan Norway Delaware Netherlands/Delawa re Belgium/Delaware Netherlands Netherlands Netherlands Delaware England England England England Delaware Italy Norway http ://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 82 of 83 Esso Sociedad Anonima Petrolera Argenti na ................................................................................................................ Esso Societe Anonyme Francaise................................ Esso Standard Oil S. A. Limited............................ Exxon Asset Management Company................................ Exxon Chemical Asset Management Partner ship (8) . ....................................................................................................... Exxon Mobile Bay Partnership(9)......................... Exxon Coal USA, Inc.................................................................... Exxon Minerals International Inc......................... Compania Minera Disputada de Las Condes S.A....................................................................................................................... Exxon Overseas Corporation................................... Exxon Chemical Arabia Inc.............................................. Al-Jubail Petrochemical Company(4)(5). </TABLE> <PAGE> . ... 1 100 81.548 100 75.5 100 100 100 100 99.9217 100 100 50 Argentina France Bahamas Delaware Delaware Delaware Delaware Delaware Chile Delaware Delaware Saudi Arabia <TABLE> <CAPTION> PERCENTAGE OF VOTING SECURITIES OWNED BY IMMEDIATE PARENT(S) STATE OR COUNTRY OF ORGANIZATION <S> Exxon Overseas Investment Corporation... Exxon Financial Services Company Limit ed.......................................................................................................................... Esso International Shipping (Bahamas) Co. Limited(10).......................................................................... Mediterranean Standard Oil Co................................... Esso Trading Company of Abu Dhabi.................. Exxon Pipeline Company............................................................... Exxon Rio Holding Inc................................................................ Esso Brasileira de Petroleo Limitada(ll)........................................................................................... Exxon San Joaquin Production Company............... Exxon Supply Company...................................................................... Exxon Trading Asia Pacific Private Limit ed................................................................................................................................. Exxon Trading Company International.................. Exxon Yemen Inc........................................................................................ Friendswood Development Company................................ Imperial Oil Limited...................................................................... International Colombia Resources Corpora tion (12) ............................................................................................................ SeaRiver Maritime, Inc............................................................... Societe Francaise EXXON CHEMICAL............................ Exxon Chemical Polymeres SNC(13)......................... </TABLE> <C> 100 100 100 100 100 100 100 100 100 100 100 100 100 ' 100 69.6 100 100 98.637 100 <c> Delaware Bahamas Bahamas Delaware Delaware Delaware Delaware Brazil Louisiana Delaware Singapore Delaware Delaware Arizona Canada Delaware Delaware France France 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 http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000 Page 83 of 83 qualifying shares in names of directors are included in the above percentages. (3) The names of other subsidiaries have been omitted from the above list since considered in the aggregate, they would not constitute a significant subsidiary. (4) The registrant owns directly or indirectly approximately 50 percent of the securities of this person and approximately 50 percent of the voting securities of this person is owned directly or indirectly by another single interest. (5) The investment in this unconsolidated person is represented by the registrant's percentage interest in the underlying net assets of such person. (6) Dual ownership; of the 49%, 47.468% is owned by Esso Eastern Inc. and 1.532% by Esso Sekiyu Kabushiki Kaisha. (7) Dual ownership; of the 100%, 99% is owned by Exxon Corporation and 1% by Exxon Overseas Corporation. (8) Dual ownership; of the 100%, 69.8% is owned by Exxon Corporation and 30.2% is owned by Exxon Asset Management Company. * (9) Dual ownership; of the 100%, 57% is owned by Exxon Chemical Asset Management Partnership and 43% is owned by Exxon Corporation. (10) Dual ownership; of the 100%, 99.6% is owned by Exxon Financial Services Company Limited and .4% by Esso Eastern Inc. (11) Dual ownership; of the 100%, 90% is owned by Exxon Rio Holding Inc. and 10% by Exxon Sao Paulo Holding Inc. (12) Dual ownership; of the 100%, 55% is owned by Exxon Corporation and 45% by Esso Holding Company Holland Inc. (13) Dual ownership; of the 100%, 98% is owned by Societe Francaise EXXON CHEMICALS and 2% by Societe Paris-Niel. </TEXT> </DOCUMENT> 2 </IMS-DOCUMENT> --------------END PRIVACY-ENHANCED MESSAGE-------------- http://www.sec.gov/Archives/edgar/data/34088/0000950131-94-000308.txt 9/12/2000