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1999
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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, 1999
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 MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 13-5409005
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
5959 LAS COLINAS BOULEVARD, IRVING, TEXAS 75039-2298
(Address of principal executive offices) (Zip Code)
(972) 444-1000
(Registrant's telephone number, including area code)
----------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -----------------------
Common Stock, without par value (3,479,892,054 shares
outstanding at February 29, 2000) New York Stock Exchange
Registered securities guaranteed by Registrant:
SeaRiver Maritime Financial Holdings, Inc.
Twenty-Five Year Debt Securities due October 1, 2011 New York Stock Exchange
Exxon Capital Corporation
Twelve Year 6% Notes due July 1, 2005 New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
-----
The aggregate market value of the voting stock held by non-affiliates of the
registrant on February 29, 2000, based on the closing price on that date of
$75 5/16 on the New York Stock Exchange composite tape, was in excess of $262
billion.
Documents Incorporated by Reference:
1999 Annual Report to Shareholders (Parts I, II and IV)
Proxy Statement for the 2000 Annual Meeting of Shareholders (Part III)
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EXXON MOBIL CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
Page
Number
------
PART I
Item 1. Business..................................................... 1-2
Item 2. Properties................................................... 2-14
Item 3. Legal Proceedings............................................ 14
Item 4. Submission of Matters to a Vote of Security Holders.......... 14
Executive Officers of the Registrant [pursuant to Instruction 3 to Reg-
ulation S-K, Item 401(b)]............................................. 15
PART II
Item 5. Market for Registrant's Common Stock and Related Shareholder
Matters...................................................... 16
Item 6. Selected Financial Data...................................... 16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk... 16
Item 8. Financial Statements and Supplementary Data.................. 17
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 17
PART III
Item 10. Directors and Executive Officers of the Registrant........... 17
Item 11. Executive Compensation....................................... 17
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 17
Item 13. Certain Relationships and Related Transactions............... 17
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.......................................................... 17
Signatures............................................................. 18-20
Index to Financial Statements.......................................... 21
Index to Exhibits...................................................... 22
PART I
Item 1. Business.
Exxon Mobil Corporation ("ExxonMobil"), formerly named Exxon Corporation,
was incorporated in the State of New Jersey in 1882.
On December 1, 1998, Exxon Corporation ("Exxon") and Mobil Corporation
("Mobil") signed an agreement to merge the two companies subject to
shareholder approval, regulatory reviews and other conditions. On November 30,
1999, pursuant to the agreement, a wholly-owned subsidiary of Exxon was merged
with and into Mobil so that Mobil became a wholly-owned subsidiary of Exxon.
At the same time, Exxon changed its name to Exxon Mobil Corporation. Under the
terms of the agreement, approximately 1.0 billion shares of ExxonMobil common
stock were issued in exchange for all the outstanding shares of Mobil common
stock based on an exchange ratio of 1.32015 ExxonMobil shares for each Mobil
share. Each outstanding share of Mobil preferred stock was converted into one
share of a new class of ExxonMobil preferred stock. Following the exchange,
former shareholders of Exxon owned approximately 70 percent of the combined
company and former Mobil shareholders owned approximately 30 percent.
Coincident with the merger, ExxonMobil announced a new organization
structure built on a concept of eleven separate global businesses designed to
allow the company to compete more effectively in a changing worldwide energy
industry: five global upstream businesses--Exploration, Development,
Production, Gas Marketing and Upstream Research, four downstream businesses--
Refining and Supply, Fuels Marketing, Lubricants and Petroleum Specialties,
and Technology, plus a Chemical company and a Coal and Minerals company.
Divisions and affiliated companies of ExxonMobil operate or market products
in the United States and about 200 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. ExxonMobil is a major manufacturer
and marketer of basic petrochemicals, including olefins, aromatics,
polyethylene and polypropylene plastics and a wide variety of specialty
products. ExxonMobil is engaged in exploration for, and mining and sale of
coal, copper and other minerals. ExxonMobil also has interests in electric
power generation facilities. Affiliates of ExxonMobil conduct extensive
research programs in support of these businesses.
Exxon Mobil Corporation has several divisions and hundreds of affiliates,
many with names that include ExxonMobil, Exxon, Esso or Mobil. For convenience
and simplicity, in this report the terms ExxonMobil, Exxon, Esso and Mobil, as
well as the terms corporation, company, our, we and its, are sometimes used as
abbreviated references to specific affiliates or groups of affiliates. The
precise meaning depends on the context in question.
In 1999, the corporation spent $2,052 million (of which $650 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 both 2000 and
2001 (with capital expenditures representing about 25 percent of the total).
Operating data and industry segment information for the corporation are
contained on pages F31, F32, F38 and F39; information on oil and gas reserves
is contained on pages F35 and F36 and information on company-sponsored
research and development activities is contained on page F20 of the
accompanying financial section of the 1999 Annual Report to shareholders.*
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*Only the data appearing on pages F2 and F6 through F39 of the accompanying
financial section of the 1999 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, 7A, 8 and 14
and on page 21.
1
Factors Affecting Future Results
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Competitive Factors: The energy and petrochemical industries are highly
competitive. There is competition within the industries and also with other
industries in supplying the energy, fuel and chemical needs of industry and
individual consumers. 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.
Political Factors: 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 instability and by other
political developments and laws and regulations, such as forced divestiture of
assets; restrictions on production, imports and exports; price controls; tax
increases and retroactive tax claims; expropriation of property; cancellation
of contract rights and environmental regulations. Both the likelihood of such
occurrences and their overall effect upon the corporation vary greatly from
country to country and are not predictable.
Industry and Economic Factors: The operations and earnings of the corporation
and its affiliates throughout the world are also affected by local, regional
and global events or conditions that affect supply and demand for oil, natural
gas, petroleum products, petrochemicals and other ExxonMobil products. These
events or conditions are generally not predictable and include, among other
things, the development of new supply sources; supply disruptions; weather;
international political events; technological advances; changes in
demographics and consumer preferences and the competitiveness of alternative
energy sources or product substitutes.
Project Factors: The advancement, cost and results of particular ExxonMobil
projects also depend on the outcome of negotiations with partners,
governments, suppliers, customers or others; changes in operating conditions
or costs and the occurrence of unforeseen technical difficulties.
Merger-Related Factors: Realization of the benefits of the merger will depend,
among other things, upon management's ability to integrate the businesses of
Exxon and Mobil successfully and on schedule. Future results could also be
affected by the diversion of management's focus and resources from other
strategic opportunities during the merger integration process.
Market Risk Factors: See also page F9 and F10 of the accompanying financial
section of the 1999 Annual Report to shareholders for discussion of the impact
of market risks, inflation and other uncertainties.
Projections, estimates and descriptions of ExxonMobil's plans and objectives
included or incorporated in Items 1, 2, 7 and 7A of this report are forward-
looking statements. Actual project completion dates, production rates, capital
expenditures, costs and business plans could differ materially due to, among
other things, the factors discussed above and elsewhere in this report.
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 1999 Annual Report to shareholders in Note 11, which note
appears on page F22, and on pages F33 through F37 and F39.
Information with regard to oil and gas producing activities follows:
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1. Net Reserves of Crude Oil and Natural Gas Liquids (millions of barrels) and
Natural Gas (billions of cubic feet) at Year-End 1999
Estimated proved reserves are shown on pages F35 and F36 of the accompanying
financial section of the 1999 Annual Report to shareholders. No major
discovery or other favorable or adverse event
2
has occurred since December 31, 1999, that would cause a significant change in
the estimated proved reserves as of that date. For information on the
standardized measure of discounted future net cash flows relating to proved
oil and gas reserves, see page F37 of the accompanying financial section of
the 1999 Annual Report to shareholders.
2. Estimates of Total Net Proved Oil and Gas Reserves Filed with Other Federal
Agencies
During 1999, Exxon and Mobil filed proved reserves estimates with the U.S.
Department of Energy on Forms EIA-23 and EIA-28. The information is consistent
with the Exxon and Mobil 1998 Annual Reports to shareholders with the
exception of EIA-23 which covered total oil and gas reserves from Exxon- and
Mobil-operated properties in the United States and does not include gas plant
liquids. The differences between the oil reserves and gas reserves reported on
EIA-23 and those reported in the 1998 Annual Reports exceed five percent.
3. Average Sales Prices and Production Costs per Unit of Production
Incorporated by reference to page F33 of the accompanying financial section
of the 1999 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
F35 of the accompanying financial section of the 1999 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 F39 of the
accompanying financial section of the 1999 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
Year-End 1999
--------------------------
Oil Gas
------------- ------------
Gross Net Gross Net
------ ------ ------ -----
United States..................................... 37,880 13,708 10,047 4,624
Canada............................................ 7,320 5,164 4,763 2,388
Europe............................................ 1,859 621 1,362 505
Asia-Pacific...................................... 1,440 541 684 261
Other............................................. 1,216 254 117 36
------ ------ ------ -----
Total............................................ 49,715 20,288 16,973 7,814
====== ====== ====== =====
5. Gross and Net Developed Acreage
Year-End 1999
--------------------
Gross Net
--------- ------
(Thousands of acres)
United States.......................................... 9,168 5,894
Canada................................................. 4,619 2,429
Europe................................................. 13,364 5,190
Asia-Pacific........................................... 3,823 1,487
Other.................................................. 10,161 2,198
-------- ------
Total................................................. 41,135 17,198
======== ======
Note: Separate acreage data for oil and gas are not maintained because, in
many instances, both are produced from the same acreage.
3
6. Gross and Net Undeveloped Acreage
Year-End 1999
---------------------
Gross Net
--------- ---------
(Thousands of acres)
United States.......................................... 11,895 7,780
Canada................................................. 22,308 11,401
Europe................................................. 23,903 8,268
Asia-Pacific........................................... 61,829 33,955
Other.................................................. 125,283 61,147
---------- ----------
Total................................................. 245,218 122,551
========== ==========
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. Producing leases normally remain in effect
until production ceases. In some instances, a "fee interest" is acquired where
both the surface and the underlying mineral interests are owned outright.
CANADA
Exploration permits are granted for varying periods of time with renewals
possible. Production leases are held as long as there is production on the
lease. The majority of Cold Lake leases were taken for an initial 21-year term
in 1968-1969 and renewed for a second 21-year term in 1989-1990. The
exploration acreage in Eastern Canada is currently held by work commitments of
various amounts.
EUROPE
France
Exploration permits are granted for periods of three to five years,
renewable up to two times accompanied by substantial acreage relinquishments:
50 percent of the acreage at first renewal; 25 percent of the remaining
acreage at second renewal. A 1994 law requires a bidding process prior to
granting of an exploration permit. Upon discovery of commercial hydrocarbons,
a production concession is granted for up to 50 years, renewable in periods of
25 years each.
Germany
Exploration concessions are granted for an initial period of five years with
possible extensions of up to three years at a time for an indefinite period.
Extensions are subject to specific, minimum work commitments. Production
licenses are held as long as there is production on the license.
Netherlands
Onshore: Exploration drilling permits are issued for a period of two to five
years. Permits issued after 1996 are issued for a period of time necessary to
perform the activities for which the permit is issued. Production concessions
are granted after discoveries have been made, under conditions that 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 are for a 15-year
period, with relinquishment of about 50 percent of the original area required
at the end of ten years. Current licenses are for a period of time necessary
to perform the activities for which the permit is issued. For commercial
discoveries within a prospecting license, a production license is issued for a
40-year period.
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
4
of the ninth year. Licenses issued between 1972 and 1997 were 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. Licenses issued after July 1, 1997
are for a total period of 40 years, with a possible extension to 60 years, and
with relinquishment of at least one-half of the original area required at the
end of the initial period of six years.
United Kingdom
Acreage terms are fixed by the government but are periodically changed. For
example, the regulations governing licenses issued between 1996 and 1998
provide for an initial term of three years with possible extensions of six,
fifteen and twenty-four years for a license period of forty-five more years.
After the second extension, the license must be surrendered in part. From 1999
onward, the initial term is four years, which may be continued for another
three years. After possible surrender of acreage, the license may continue for
thirty more years.
ASIA-PACIFIC
Australia
Onshore: Acreage terms are fixed by the individual state and territory
governments. These terms and conditions vary significantly between the various
states and territories. Exploration permits are normally granted for an
initial period of between two to six years, that term being provided by
legislation in some states and territories and being fixed by the Minister in
others. Renewal periods vary but are available, as of right in some
jurisdictions and at the Minister's discretion in others, with mandatory
relinquishment applying in some states and territories. Production licenses in
South Australia are granted for an initial term of 21 years, with subsequent
renewals, each for 21 years, for the full area. Production licenses in
Queensland are granted for varying periods consistent with expected field
lives, with renewals on a similar basis.
Offshore: Within the three nautical mile limit offshore acreage terms are
governed by state authorities. For areas beyond that limit, the duration of a
tenement is fixed by federal legislation. The conditions applying to those
tenements arise from both legislation and the additional conditions imposed by
the Joint Authority, which is a body constituted by the federal minister and
the relevant state or territory minister. Exploration permits are granted for
six years with possible renewals of five year periods. A fifty percent
relinquishment of remaining area is mandatory at the end of each period.
Retention leases are granted for periods of five years and can be subject to
review at any time during the term, if the Joint Authority considers that the
resource might have become commercial. Retention leases can be renewed for
five year periods subject to the applicant establishing that recovery is still
not commercially viable but is likely to become so within 15 years. Production
licenses granted prior to September 1, 1998 were initially for 21 years, with
a further renewal of 21 years and thereafter at the discretion of the Joint
Authority. Production licenses granted after September 1, 1998 are granted for
an indefinite period, effectively the life of the field. If no operations for
the recovery of petroleum have been carried on for five years, the production
license may be terminated.
Indonesia
Exploration and production activities are governed by production sharing
contracts negotiated with the national oil company. The more recent contracts
have an overall term of 30 years with possible extensions in some contracts.
The initial exploration period is from six to ten years.
Malaysia
Exploration and production activities are governed by production sharing
contracts negotiated with the national oil company. The more recent contracts
have an overall term of 24 to 37 years with
5
possible extensions to the exploration or development periods. The exploration
period is five to seven years with the possibility of extensions, after which
time areas with no commercial discoveries must be relinquished. The
development period is four to five years from commercial discovery, with the
possibility of extensions under special circumstances. Areas from which
commercial production has not started by the end of the development period
must be relinquished if no extension is granted. The total production period
is 15 to 25 years from first commercial lifting, not to exceed the overall
term of the current contract.
Papua New Guinea
Exploration permits are granted for an initial term of six years with
renewals of five years. A 50 percent relinquishment is mandatory at the end of
the first term. Production licenses are granted for an initial 25-year period.
Renewals of up to 20 years may be granted at the Minister's discretion.
Petroleum retention licenses are granted for five-year terms, renewable twice
for a maximum retention time of 15 years.
Thailand
The company's concessions and the Petroleum Act of 1972 allow production for
30 years (through 2021) with a possible ten-year extension at terms generally
prevalent at the time.
OTHER COUNTRIES
Angola
Exploration and production activities are governed by production sharing
agreements negotiated with the national oil company. The exploration period
generally consists of four years and an optional phase of two years with no
relinquishment requirement after the first phase. The production period (which
includes development) is for 25 years.
Argentina
Production licenses are typically for 30 years (20 years with one 10-year
extension), preceded by two exploration phases of two years each, with a one
year extension available for each exploration phase.
Azerbaijan
The Production Sharing Agreement (PSA) between the Azerbaijan International
Operating Company (AIOC) and the Republic of Azerbaijan for the development of
the Megastructure is established for an initial period of 30 years starting
from the PSA effective date in 1994.
Other exploration and production activities are governed by production
sharing agreements negotiated with the national oil company. The exploration
period consists of three or four years with the possibility of a two-year
extension or three-year extension. The production period, which includes
development, is for 25 years or 35 years with the possibility of one or more
five-year extensions.
Equatorial Guinea
Exploration and production activities are governed by production sharing
contracts negotiated with the state Ministry of Mines and Energy. The
exploration term is for 10 to 15 years with limited relinquishments in the
absence of commercial discoveries. The production period for crude is 30 years
while the production period for gas is 50 years.
6
Kazakhstan
Onshore: Exploration and production activities are governed by a joint-
venture agreement negotiated with the Republic of Kazakhstan. Existing
production operations have a 40-year production period that commenced in 1993.
Offshore: Exploration and production activities are governed by a production
sharing agreement negotiated with the Republic of Kazakhstan. The exploration
period consists of six years with the possibility of a two-year extension. The
production period, which includes development, is for 20 years with the
possibility of two 10-year extensions.
Nigeria
Exploration licenses are no longer granted in Nigeria.
Exploration and production activities in the deepwater offshore areas are
typically governed by production sharing contracts (PSCs) with either the
national oil company or by joint ventures. The terms of the contracts are
generally 30 years, including a 10-year exploration period (six-year initial
exploration phase plus a four-year optional period) with no required
relinquishment after the initial phase and a 20-year production period that
may be extended. Some exploration activities are carried out in deepwater by
joint ventures with indigenous companies holding interests in an oil
prospecting license (OPL). OPLs in deepwater offshore areas are valid for 10
years and are non-renewable, while in all other areas the licenses are for
five years and also are non-renewable. Demonstrating a commercial discovery is
the basis for conversion of an OPL to an oil mining license (OML).
OMLs granted prior to the 1969 Petroleum Act, (i.e. under the Mineral Oils
Act 1914, repealed by the 1969 Petroleum Act) were for 30 years onshore and 40
years in offshore areas and are renewable upon 12 months written notice, for
further periods of 30 and 40 years, respectively.
OMLs granted under the 1969 Petroleum Act have a maximum term of 20 years
without distinction for on- or offshore location and are renewable, upon 12
months written notice, for another period of 20 years. However, all such OMLs
are also subject to a mandatory 50 percent relinquishment, after the first 10
years of their duration.
In all cases, renewal of OMLs is almost certain if lessee satisfies three
conditions, namely, lessee: i) gives the requisite notice within the minimum
stipulated period; ii) has paid up to date all rentals, royalties and fees and
iii) has fulfilled all lessee's obligations under the OML.
Qatar
The Government of Qatar grants to LNG projects offshore concessions within
Qatar's North field to permit the economic development and production of
sufficient gas to satisfy the LNG sales obligations of these projects.
Republic of Yemen
Production sharing agreements (PSAs) negotiated with the government entitle
the company to participate in exploration operations within a designated area
during the exploration period. In the event of a commercial oil 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 for the Marib PSA and
June 1995 for the Jannah PSA).
7
Venezuela
Exploration and production activities are governed by contracts negotiated
with the national oil company. Exploration activity is covered by risk/profit
sharing contracts where exploration blocks were awarded for 35 years.
Production licenses are awarded for 20 years under production service
agreements.
Strategic association agreements (such as the Cerro Negro project) are
limited to those projects that require vertical integration. Licenses are
awarded for 35 years. Negotiations by the parties require Venezuelan
congressional approval.
8. Number of Net Productive and Dry Wells Drilled
1999 1998 1997
---- ---- ----
A. Net Productive Exploratory Wells Drilled
United States................................................ 16 23 22
Canada....................................................... 4 18 32
Europe....................................................... 7 8 11
Asia-Pacific................................................. 4 19 10
Other........................................................ 9 14 5
--- ----- -----
Total....................................................... 40 82 80
--- ----- -----
B. Net Dry Exploratory Wells Drilled
United States................................................ 11 20 8
Canada....................................................... 2 9 10
Europe....................................................... 5 11 13
Asia-Pacific................................................. 10 15 5
Other........................................................ 3 9 10
--- ----- -----
Total....................................................... 31 64 46
--- ----- -----
C. Net Productive Development Wells Drilled
United States................................................ 419 629 457
Canada....................................................... 308 149 603
Europe....................................................... 51 54 41
Asia-Pacific................................................. 47 69 72
Other........................................................ 42 32 46
--- ----- -----
Total....................................................... 867 933 1,219
--- ----- -----
D. Net Dry Development Wells Drilled
United States................................................ 16 21 22
Canada....................................................... 12 8 22
Europe....................................................... 2 4 2
Asia-Pacific................................................. -- 3 3
Other........................................................ 1 2 1
--- ----- -----
Total....................................................... 31 38 50
--- ----- -----
Total number of net wells drilled............................ 969 1,117 1,395
=== ===== =====
9. Present Activities
A. Wells Drilling -- Year-End 1999
Gross Net
----- ---
United States....................................................... 77 33
Canada.............................................................. 14 13
Europe.............................................................. 24 8
Asia-Pacific........................................................ 7 3
Other............................................................... 27 10
--- ---
Total............................................................. 149 67
=== ===
8
B. Review of Principal Ongoing Activities in Key Areas
During the first 11 months of 1999, in the United States and outside North
America, Exxon's activities were conducted, either directly or through
affiliated companies, for exploration by Exxon Exploration Company, for
selected development activities by Exxon Upstream Development Company and for
producing and other development activities by Exxon Company, U.S.A. and Exxon
Company, International. In Canada, Exxon's exploration and production
activities were conducted by the Resources Division of Imperial Oil Limited,
which is 69.6 percent owned by ExxonMobil.
During this same period, Mobil conducted exploration, development and
production activities in the United States, Canada and worldwide through its
various subsidiaries and affiliated companies, including Aera Energy L.L.C.
("Aera"), a joint venture with Shell Oil Company in California.
Effective December 1, 1999, after the merger of Exxon and Mobil described in
Item 1 was completed, ExxonMobil's activities were conducted, either directly
or through affiliated companies, for exploration by ExxonMobil Exploration
Company, for selected development activities by ExxonMobil Development Company
and for producing and other development activities by ExxonMobil Production
Company. Activities conducted by Imperial Oil Limited and Aera remained the
same.
Some of the more significant ongoing activities are:
UNITED STATES
Exploration and delineation of additional hydrocarbon resources continued.
At year-end 1999, ExxonMobil's inventory of undeveloped acreage totaled 7.8
million net acres. ExxonMobil was active in areas onshore and offshore in the
lower 48 states and in Alaska. A total of 27.0 net exploration and delineation
wells were completed during 1999.
During 1999, 381.9 net development wells were completed within and around
mature fields in the inland lower 48 states.
Participation in Alaska production and development continued and a total of
12.1 net development wells were drilled in 1999.
ExxonMobil's net acreage in the Gulf of Mexico at year-end 1999 was 3.8
million acres. A total of 39.4 net exploration and development wells were
completed during the year and development continued on several Gulf of Mexico
projects in 1999.
. The Genesis field, located in 2,600 feet water depth, began producing in
January 1999 from a deep draft caisson vessel (DDCV). The Ursa field,
located in 3,900 feet water depth, began producing in March 1999 from a
tension leg platform (TLP). In November 1999, production commenced from
the Chinook field.
. The ExxonMobil-operated Hoover and Diana fields will be jointly
developed using a DDCV located in 4,800 feet of water over the Hoover
field. Construction and development drilling activities continued in
1999, with a planned start-up of mid-year 2000.
. The Nile field, located in 3,500 feet water depth, is a subsea satellite
development utilizing nearby existing platform facilities. Detailed
engineering is underway, with planned production start-up in mid-2001.
. The ExxonMobil-operated Mica field, located in 4,500 feet water depth,
is a subsea satellite development utilizing existing platform
facilities. Detailed engineering and construction are underway, with
planned production start-up in mid-2001.
9
. The ExxonMobil-operated Marshall and Madison fields, located in 4,800
feet water depth, are proposed subsea satellite developments using the
Hoover-Diana DDCV facility. Detailed engineering is ongoing, with
planned production start-up in 2002.
CANADA
Gross commercial heavy oil production from Cold Lake averaged 132 thousand
barrels per day during 1999. At year end, government approval was received for
the next 30 thousand barrel per day expansion. The Sable Offshore Energy
Project commenced production in December 1999. Terra Nova is on track for
start-up in the first half of 2001.
EUROPE
France
ExxonMobil's net acreage at year-end 1999 was 0.9 million net acres, with
0.5 net exploration and development wells completed during the year.
Germany
A total of 3.9 million acres were held by ExxonMobil in Germany at year-end,
with 7.5 net exploration and development wells drilled and completed during
the year. The offshore A6/B4 project commenced development, with start-up
expected in 2000.
Netherlands
ExxonMobil's interest in licenses totaled 2.8 million net acres at year-end
1999. During 1999, 8.0 net exploration and development wells were drilled.
During 1999 the D15-FA/FB offshore gas field and the onshore Norg-Zuid and
Appelscha fields started up along with the Gaag-II gas plant. The second phase
of the Rotterdam oil field development also started up. Construction is in
progress on the new onshore gas field Saaksum East.
Norway
ExxonMobil's net interest in licenses at year-end 1999 totaled 1.7 million
acres, all offshore. ExxonMobil participated in 13.6 net exploration and
development well completions in 1999.
Production was initiated on four developments: Balder, Jotun, Aasgard and
Oseberg East. Field development projects for Snorre B, Sygna, Ringhorne and
Grane fields are in progress.
United Kingdom
During the year ExxonMobil acquired interests in three new blocks. Net
acreage was approximately 3.5 million acres at year-end, all offshore. A total
of 34.0 net exploration and development wells were completed during the year.
There were successful start-ups of the Ketch, Corvette, Buckland, Bell,
Jupiter II and Gannet G fields. Several major projects were underway,
including Shearwater, Elgin/Franklin, Triton and Cook.
ASIA-PACIFIC
Australia
ExxonMobil's net year-end 1999 acreage holdings in Australia totaled 10.4
million acres. ExxonMobil drilled a total of 22.9 net exploration and
development wells in Australia in 1999. Production commenced at the Blackback
field in 1999.
10
Indonesia
Deliveries of natural gas from the North Sumatra Offshore "A" field
commenced in mid-1999. This gas will supplement other local fields to supply
gas for Pertamina's P.T. Arun LNG plant. Net acreage was 9.1 million acres at
year-end. ExxonMobil participated in 16.5 net exploration and development well
completions in 1999.
Malaysia
ExxonMobil has interests in production sharing contracts covering 5.8
million net acres offshore Malaysia. During the year, a total of 17.6 net
exploration and development wells were completed. Development drilling was
successfully completed at Seligi-F and Bekok-A/B platforms, respectively.
Currently, Tapis-E development drilling is ongoing.
Papua New Guinea
At year-end 1999, ExxonMobil's acreage totaled 3.9 million net acres, with
1.8 net exploration and development wells completed during the year.
Thailand
ExxonMobil's net acreage in the Khorat concession totaled 15 thousand net
acres at year-end, with 1.6 net exploration and development wells completed
during the year.
OTHER COUNTRIES
Angola
Development has commenced on Girassol field in Block 17. Development
planning is underway for ExxonMobil-operated discoveries in Block 15 and other
Block 17 fields. ExxonMobil's net year-end 1999 acreage holdings totaled 4.3
million acres and 3.2 net exploration and development wells were completed
during the year.
Argentina
ExxonMobil's net acreage totaled 1.3 million acres at year-end, with 4.1 net
exploration and development wells completed during the year.
Azerbaijan
At year-end 1999, ExxonMobil's net acreage totaled 0.2 million acres, all of
which are located in the Caspian Sea offshore of Azerbaijan. Drilling is
continuing, with six gross wells (0.5 net) drilled and completed in 1999.
Construction was also completed on the Western Route pipeline.
Equatorial Guinea
ExxonMobil's net acreage totaled 0.7 million acres at year-end, with 3.6
exploration and development wells completed during the year. Construction is
in progress on the Jade development with start-up planned in 2000.
Kazakhstan
Construction has started on the Caspian Pipeline Consortium (CPC) pipeline
which will be dedicated to transport of Tengiz oil production to the Black
Sea. The pipeline will displace the high
11
cost rail and barge transportation now being used. ExxonMobil's net acreage
totaled 0.4 million acres at year-end, with 0.8 net exploration and
development wells completed during the year.
Nigeria
ExxonMobil's net acreage totaled 1.4 million acres at year-end, with 13.5
net exploration and development wells completed during the year. Development
activities continue offshore deepwater Nigeria Block 212 at Bonga. A deepwater
production sharing contract (PSC) decree was issued by the Nigerian Government
in 1999 to legislate PSC fiscal provisions.
Qatar
Development activities continued on two major liquefied natural gas (LNG)
projects in Qatar, Ras Laffan Liquefied Natural Gas Company, Ltd. (RasGas) and
Qatar Liquefied Gas Company, Ltd. (Qatargas). RasGas commenced operations in
1999 following completion of its first LNG train. RasGas has a long-term
contract with Korea Gas Corporation for supply of 4.8 MTA (million metric tons
per year) of LNG. Train 2 is currently under construction with start-up
planned in 2000. RasGas also concluded a 7.5 MTA long-term sales and purchase
agreement with Petronet LNG Limited of India. Initial deliveries to Petronet
are scheduled to begin in 2003. Qatargas delivered its 200th LNG cargo during
1999 since start-up in 1996. Qatargas has long-term contracts to supply 6 MTA
of LNG to gas and electric utilities in Japan. Progress continued on
negotiations and marketing activities in 1999 on the Enhanced Gas Utilization
project to produce natural gas from Qatar's North Field for supply to domestic
and regional industries.
Republic of Yemen
ExxonMobil's net acreage in the Republic of Yemen production sharing areas
totaled 0.9 million acres onshore at year-end. During the year, 5.5 net
exploration and development wells were drilled and completed.
Venezuela
The Cerro Negro heavy oil project began production in November 1999.
Construction activities on the Upgrader Facility at the Jose Industrial
Complex are on schedule for a 2001 start-up. ExxonMobil's net acreage totaled
0.5 million acres at year-end with 19.0 net exploration and development wells
completed during the year.
WORLDWIDE EXPLORATION
Exploration activities were underway in several areas in which ExxonMobil
has no established production operations. A total of 60 million net acres were
held at year-end, and 3.0 net exploration wells were completed during the
year.
Information with regard to mining activities follows:
- - - - - - - - - - - - - - - - -----------------------------------------------------
Syncrude Operations
Syncrude is a joint-venture established to recover shallow deposits of tar
sands using open-pit mining methods, to extract the crude bitumen, and to
produce a high-quality, light (32 degree API), sweet, synthetic crude oil. The
Syncrude operation, located near Fort McMurray, Alberta, Canada, exploits a
portion of the Athabasca Oil Sands Deposit. The location is readily accessible
by public road. The produced synthetic crude oil is shipped from the Syncrude
site to Edmonton in the Alberta Oil Sands Pipeline owned by the Alberta Energy
Company. Since startup in 1978, Syncrude has produced
12
over one billion barrels of synthetic crude oil. Imperial Oil Limited is the
owner of a 25 percent interest in the joint-venture. Exxon Mobil Corporation
has a 69.6 percent interest in Imperial Oil Limited.
Operating License and Leases
Syncrude has an operating license issued by the Province of Alberta which is
effective until 2035. This license permits Syncrude to mine tar sands and
produce synthetic crude oil from approved development areas on tar sands
leases. Syncrude holds eight tar sands leases covering 255,458 acres in the
Athabasca Oil Sands Deposit. Issued by the Province of Alberta, leases are
automatically renewable as long as tar sands operations are ongoing or the
leases are part of an approved development plan. Syncrude leases 17, 22, 10,
12, 34 (containing proven reserves) and 31 (containing no proven reserves)
have development plans approved by the Alberta Energy and Utilities Board.
Syncrude is filing development plans for the remaining two leases (containing
no proven reserves) in order to continue them. There were no known previous
commercial operations on these leases prior to the start-up of operations in
1978.
Operations, Plant and Equipment
Operations at Syncrude involve three main processes: open pit mining,
extraction of crude bitumen and upgrading of crude bitumen into synthetic
crude oil. In the Base mine (lease 17), the mining and transportation system
uses draglines, bucketwheel reclaimers and belt conveyors. In the North mine
(leases 17 and 22) and in the Aurora mine (leases 10, 12 and 34), a truck,
shovel and hydrotransport system is used. Production from the Aurora mine is
scheduled to begin in 2000. The extraction plant, which separates crude
bitumen from sand, processes approximately 480,000 tons of tar sands a day,
producing more than 90 million barrels of crude bitumen a year. This
represents recovery of 91 percent of the crude bitumen contained in the tar
sands.
Crude bitumen extracted from tar sands is refined to a marketable
hydrocarbon product through a combination of carbon removal in large, high-
temperature, fluid-coking vessels and by hydrogen addition in high-
temperature, high-pressure, hydrocracking vessels. These processes remove
carbon and sulfur and reformulate the crude into a low viscosity, high-quality
synthetic crude oil product. In 1999 this upgrading process yielded 0.839
barrels of synthetic crude oil per barrel of crude bitumen. Since startup in
1978, the capacity of each of the two fluid cokers has been increased from
72,900 to 114,000 barrels of crude bitumen per day and the hydrocracker
capacity has been increased from 40,000 to 55,000 barrels per day. About two
thirds of the synthetic crude oil is processed by Edmonton area refineries and
the remaining one third is pipelined to refineries in eastern Canada and the
mid-western United States. Electricity is provided to Syncrude by a 270
megawatt electricity generating plant located at the Syncrude site. The
generating plant is owned by a third party. Imperial Oil Limited's 25 percent
share of net investment in plant, property and equipment, including surface
mining facilities, transportation equipment and upgrading facilities is $660
million.
Synthetic Crude Oil Reserves
The crude bitumen is contained within the unconsolidated sands of the
McMurray Formation. Ore bodies are buried beneath 50 to 150 feet of
overburden, have bitumen grades ranging from 4 to 14 weight percent and ore
thickness of 120 to 160 feet. Estimates of synthetic crude oil reserves are
based on detailed geological and engineering assessments of in-place crude
bitumen volume, the mining plan, historical extraction recovery and upgrading
yield factors, installed plant operating capacity and operating approval
limits. The in-place volume, depth and grade are established through extensive
and closely spaced core drilling. Proven reserves include the operating Base
and North mines and the Aurora mine. In accordance with the approved mining
plan, there are an estimated 3,680 million tons of extractable tar sands in
the Base and North mines, with an average bitumen grade of 10.4 weight
percent. In addition, at the Aurora mine, there are an estimated 1,655 million
tons of extractable tar
13
sands at an average bitumen grade of 11.3 weight percent. After deducting
royalties payable to the Province of Alberta, Imperial Oil Limited estimates
its 25 percent net share of proven reserves is equivalent to 577 million
barrels of synthetic crude oil.
ExxonMobil Share of Net Proven Syncrude Reserves(1)
Synthetic Crude Oil
-------------------------------
Base Mine and
North Mine Aurora Mine Total
------------- ----------- -----
(millions of barrels)
January 1, 1999................................. 407 190 597
Revision of previous estimate................... -- -- --
Production...................................... (20) -- (20)
--- --- ---
December 31, 1999............................... 387 190 577
=== === ===
- - - - - - - - - - - - - - - - --------
(1) Net reserves are the company's share of reserves after deducting royalties
payable to the Province of Alberta.
Syncrude Operating Statistics (total operation)
1999 1998 1997 1996 1995
----- ----- ----- ----- -----
Operating Statistics
Overburden removed (millions of cubic yards)(1).. 83.8 79.9 47.0 44.9 60.0
Strip Ratio (volume of overburden to volume of
tar sands)(1)................................... 1.04 1.07 0.62 0.61 0.89
Tar sands mined (million of tons)................ 178.7 165.9 166.7 163.7 164.4
Average bitumen grade (weight percent)........... 10.8 10.7 10.6 10.4 10.4
----- ----- ----- ----- -----
Crude bitumen in mined tar sands (millions of
tons)........................................... 19.3 17.8 17.7 17.0 17.1
Average extraction recovery (percent)............ 91.4 91.6 91.0 90.0 90.3
----- ----- ----- ----- -----
Crude bitumen production (millions of
barrels)(2)..................................... 99.6 92.1 90.3 86.4 87.4
Average upgrading yield (percent)................ 83.9 84.6 84.5 84.2 84.3
----- ----- ----- ----- -----
Gross synthetic crude oil produced (millions of
barrels)........................................ 83.6 77.9 76.3 72.9 73.5
ExxonMobil net share (millions of barrels)(3).... 20 19 17 15 16
- - - - - - - - - - - - - - - - --------
(1) Includes pre-stripping of mine areas.
(2) Crude bitumen production = crude bitumen in mined tar sands x average
extraction recovery x 5.65 bbls/ton bitumen.
(3) Reflects ExxonMobil's 25% interest in production less applicable royalties
payable to the Province of Alberta.
Item 3. Legal Proceedings.
On October 29, 1999, a previously-reported matter, involving allegations by
the Pennsylvania Department of Environmental Protection (the "PDEP") that
Mobil Oil Corporation had violated the Pennsylvania Tank Act by knowingly
delivering products into unregistered tanks, was settled. The PDEP had sought
penalties of up to $295,000; the matter was settled with the payment of a
$90,000 penalty.
Refer to the relevant portions of Note 19 on page F29 of the accompanying
financial section of the 1999 Annual Report to shareholders for additional
information on legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
----------------
14
Executive Officers of the Registrant [pursuant to Instruction 3 to Regulation
S-K, Item 401(b)].
Age as of
March 30,
Name 2000 Title (Held Office Since)
---- --------- ------------------------------------------------
L. R. Raymond.... 61 Chairman of the Board (1993)
L. A. Noto....... 61 Vice Chairman of the Board (1999)
R. Dahan......... 58 Senior Vice President (1995)
H. J. Longwell... 58 Senior Vice President (1995)
E. A. Renna...... 55 Senior Vice President (1999)
H. R. Cramer..... 49 Vice President (1999)
M. E. Foster..... 57 President, ExxonMobil Development Company (1999)
D. D. Humphreys.. 52 Vice President and Controller (1997)
K. T. Koonce..... 61 Vice President (1999)
C. W. Matthews... 55 Vice President and General Counsel (1995)
S. R. McGill..... 57 Vice President (1998)
J. T. McMillan... 63 Vice President (1997)
S. D. Pryor...... 50 Vice President (1999)
F. A. Risch...... 57 Vice President and Treasurer (1999)
D. S. Sanders.... 60 Vice President (1999)
J. S. Simon...... 56 Vice President (1999)
P. E. Sullivan... 56 Vice President and General Tax Counsel (1995)
J. L. Thompson... 60 Vice President (1991)
T. P. Townsend... 63 Vice President -- Investor Relations (1990)
and Secretary (1995)
For at least the past five years, Messrs. Longwell, Matthews, Raymond, Risch,
Sullivan, Thompson and Townsend have been employed as executives of the
registrant. Mr. Raymond also holds the title of president.
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, 1999.
Esso Italiana S.p.A. ............................... Simon
Esso Malaysia Berhad................................ Foster and Humphreys
Esso Production Malaysia Inc. ...................... Foster and Humphreys
Exxon Chemical Company.............................. Sanders
Exxon Coal and Minerals Company..................... McMillan
Exxon Company, International........................ Dahan, McGill and Simon
Exxon Company, U.S.A................................ Foster and McMillan
Exxon Upstream Development Company.................. Foster
Exxon Ventures (CIS) Inc. .......................... Koonce
ExxonMobil Chemical Company......................... Sanders
ExxonMobil Coal and Minerals Company................ McMillian
ExxonMobil Fuels Marketing Company.................. Cramer
ExxonMobil Gas Marketing Company.................... McGill
ExxonMobil Lubricants & Petroleum Specialties
Company............................................ Pryor
ExxonMobil Production Company....................... Koonce
ExxonMobil Refining & Supply Company................ Simon
Mobil Asia Pacific Pty. Ltd. ....................... Pryor
Mobil Chemical Company.............................. Pryor
Mobil Corporation................................... Cramer, Noto and Renna
Mobil Europe and Central Asia Limited............... Cramer
Mobil Europe Limited................................ Cramer
Mobil Oil Corporation............................... Pryor and Renna
Mobil South, Inc. .................................. Cramer
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.
15
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
F38 of the accompanying financial section of the 1999 Annual Report to
shareholders.
In accordance with the registrant's 1997 Nonemployee Director Restricted
Stock Plan, each newly elected nonemployee director (4 persons) was granted
4,000 shares of restricted stock on November 30, 1999, and each incumbent
nonemployee director (13 persons) was granted 600 shares of restricted stock
on January 1, 2000. These grants are exempt from registration under bonus
stock interpretations such as the "no-action" letter to Pacific Telesis Group
(June 30, 1992).
Item 6. Selected Financial Data.
Years Ended December 31,
---------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(millions of dollars, except per share amounts)
Sales and other operating
revenue, including excise taxes. $182,529 $165,627 $197,735 $210,038 $195,200
Net income
Before cumulative effect of
accounting change............. $ 7,910 $ 8,144 $ 11,732 $ 10,474 $ 8,846
Cumulative effect of accounting
change........................ $ -- $ (70) $ -- $ -- $ --
-------- -------- -------- -------- --------
Net income..................... $ 7,910 $ 8,074 $ 11,732 $ 10,474 $ 8,846
Net income per common share......
Before cumulative effect of
accounting change............. $ 2.28 $ 2.33 $ 3.32 $ 2.95 $ 2.48
Cumulative effect of accounting
change........................ $ -- $ (0.02) $ -- $ -- $ --
-------- -------- -------- -------- --------
Net income..................... $ 2.28 $ 2.31 $ 3.32 $ 2.95 $ 2.48
Net income per common share -
assuming dilution...............
Before cumulative effect of
accounting change............. $ 2.25 $ 2.30 $ 3.28 $ 2.91 $ 2.46
Cumulative effect of accounting
change........................ $ -- $ (0.02) $ -- $ -- $ --
-------- -------- -------- -------- --------
Net income..................... $ 2.25 $ 2.28 $ 3.28 $ 2.91 $ 2.46
Cash dividends per common share . $ 1.687 $ 1.666 $ 1.619 $ 1.538 $ 1.463
Total assets..................... $144,521 $139,335 $143,751 $146,939 $139,100
Long-term debt................... $ 8,402 $ 8,532 $ 10,868 $ 11,986 $ 12,853
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Incorporated by reference to pages F6 through F12 of the accompanying
financial section of the 1999 Annual Report to shareholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Incorporated by reference to the section entitled "Market Risks, Inflation
and Other Uncertainties" beginning on page F9 excluding the part entitled
"Inflation and Other Uncertainties" and to the tenth paragraph of the section
entitled "Liquidity and Capital Resources" on page F11 of the accompanying
financial section of the 1999 Annual Report to shareholders. All statements
other than historical information incorporated in this Item 7A are forward
looking statements. The actual impact of future market changes could differ
materially due to, among other things, factors discussed in this report.
16
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Index to Financial Statements on page 21 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 sections entitled "Board of Directors
Proposal: Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" of the registrant's definitive proxy statement for the
2000 annual meeting of shareholders (the "2000 Proxy Statement").
Item 11. Executive Compensation.
Incorporated by reference to the section entitled "Director Compensation"
and the section entitled "Executive Compensation Tables" of the registrant's
2000 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Incorporated by reference to the section entitled "Director and Executive
Officer Stock Ownership" of the registrant's 2000 Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) (1) and (a) (2) Financial Statements:
See Index to Financial Statements on page 21 of this Annual Report on
Form 10-K.
(a) (3) Exhibits:
See Index to Exhibits on page 22 of this Annual Report on Form 10-K.
(b) Reports on Form 8-K.
On December 1, 1999, the registrant filed a Current Report on Form 8-K
reporting under Item 2 (Acquisition or Disposition of Assets) and Item
5 (Other Events) the consummation of the merger between Exxon
Corporation and Mobil Corporation.
On February 11, 2000, the registrant filed an amendment of its Current
Report on Form 8-K filed on December 1, 1999, to include financial
statements of businesses acquired and pro forma financial information
in accordance with Item 7.
17
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 MOBIL CORPORATION
By: /s/ LEE R. RAYMOND
----------------------------------
(Lee R. Raymond,
Chairman of the Board)
Dated March 23, 2000
----------------
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Richard
E. Gutman, Paul A. Hanson and Brian A. Maher, 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 connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ LEE R. RAYMOND Chairman of the Board March 23, 2000
______________________________________ (Principal Executive Officer)
(Lee R. Raymond)
/s/ LUCIO A. NOTO Vice Chairman of the Board March 23, 2000
______________________________________
(Lucio A. Noto)
/s/ MICHAEL J. BOSKIN Director March 23, 2000
______________________________________
(Michael J. Boskin)
18
/s/ RENE DAHAN Director March 23, 2000
______________________________________
(Rene Dahan)
/s/ WILLIAM T. ESREY Director March 23, 2000
______________________________________
(William T. Esrey)
/s/ DONALD V. FITES Director March 23, 2000
______________________________________
(Donald V. Fites)
/s/ JESS HAY Director March 23, 2000
______________________________________
(Jess Hay)
/s/ CHARLES A. HEIMBOLD, JR. Director March 23, 2000
______________________________________
(Charles A. Heimbold, Jr.)
/s/ JAMES R. HOUGHTON Director March 23, 2000
______________________________________
(James R. Houghton)
/s/ WILLIAM R. HOWELL Director March 23, 2000
______________________________________
(William R. Howell)
/s/ HELENE L. KAPLAN Director March 23, 2000
______________________________________
(Helene L. Kaplan)
/s/ REATHA CLARK KING Director March 23, 2000
______________________________________
(Reatha Clark King)
/s/ PHILIP E. LIPPINCOTT Director March 23, 2000
______________________________________
(Philip E. Lippincott)
/s/ HARRY J. LONGWELL Director March 23, 2000
______________________________________
(Harry J. Longwell)
19
/s/ J. RICHARD MUNRO Director March 23, 2000
______________________________________
(J. Richard Munro)
/s/ MARILYN CARLSON NELSON Director March 23, 2000
______________________________________
(Marilyn Carlson Nelson)
/s/ EUGENE A. RENNA Director March 23, 2000
______________________________________
(Eugene A. Renna)
/s/ WALTER V. SHIPLEY Director March 23, 2000
______________________________________
(Walter V. Shipley)
/s/ DONALD D. HUMPHREYS Controller (Principal March 23, 2000
______________________________________ Accounting Officer)
(Donald D. Humphreys)
/s/ FRANK A. RISCH Treasurer (Principal March 23, 2000
______________________________________ Financial Officer)
(Frank A. Risch)
20
INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated February 23, 2000, appearing on pages F13 to
F32; the Quarterly Information appearing on page F38 and the Supplemental
Information on Oil and Gas Exploration and Production Activities appearing on
pages F33 to F37 of the accompanying financial section of the 1999 Annual
Report to shareholders are incorporated in this Annual Report on Form 10-K as
Exhibit 13. With the exception of the aforementioned information, no other
data appearing in the accompanying financial section of the 1999 Annual Report
to shareholders is deemed to be filed as part of this Annual Report on Form
10-K under Item 8. Consolidated Financial Statement Schedules have been
omitted because they are not applicable or the required information is shown
in the consolidated financial statements or notes thereto.
21
INDEX TO EXHIBITS
3(i). Restated Certificate of Incorporation, as restated
November 30, 1999.
3(ii). By-Laws, as revised to November 30, 1999.
10(iii)(a). 1993 Incentive Program, as amended.*
10(iii)(b). Plan for Deferral of Nonemployee Director Compensation and
Fees, as amended (incorporated by reference to Exhibit
10(iii)(b) to the registrant's Annual Report on Form 10-K
for 1998).*
10(iii)(c). Restricted Stock Plan for Nonemployee Directors, as
amended (incorporated by reference to Exhibit 10(iii)(c)
to the registrant's Annual Report on Form 10-K for
1996).*
10(iii)(d). ExxonMobil Executive Life Insurance and Death Benefit
Plan.*
10(iii)(e). Short Term Incentive Program, as amended.*
10(iii)(f). 1997 Nonemployee Director Restricted Stock Plan
(incorporated by reference to Exhibit 10(iii)(f) to the
registrant's Annual Report on Form 10-K for 1996).*
10(iii)(g). 1995 Mobil Incentive Compensation and Stock Ownership Plan
(incorporated by reference to the Definitive Proxy
Statement of Mobil Corporation filed March 20, 1995).*
10(iii)(h). Mobil Oil Corporation's Executive Life Insurance Program
(incorporated by reference to Exhibit 10.4 to the Annual
Report on Form 10-K of Mobil Corporation filed March 31,
1999).*
10(iii)(i). Supplemental Employees Savings Plan of Mobil Oil
Corporation (incorporated by reference to Exhibit 10.5 to
the Annual Report on Form 10-K of Mobil Corporation filed
March 31, 1999).*
12. Computation of ratio of earnings to fixed charges.
13. Pages F2 and F6 through F39 of the Financial Section of
the registrant's 1999 Annual Report to shareholders.
21. Subsidiaries of the registrant.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
27.1 Financial Data Schedule (included only in the electronic
filing of this document).
27.2 Restated Financial Data Schedules (included only in the
electronic filing of this document. Restated 1997 and
1998 annual periods to reflect accounting for the merger
of Exxon and Mobil as a pooling of interests).
27.3 Restated Financial Data Schedules (included only in the
electronic filing of this document. Restated 1999 interim
periods to reflect accounting for the merger of Exxon and
Mobil as a pooling of interests).
27.4 Restated Financial Data Schedules (included only in the
electronic filing of this document. Restated 1998 interim
periods to reflect accounting for the merger of Exxon and
Mobil as a pooling of interests).
99. Report of Ernst & Young LLP, Independent Auditors.
- - - - - - - - - - - - - - - - --------
* Compensatory plan or arrangement required to be identified pursuant to Item
14(a)(3) of this Annual Report on Form 10-K.
The registrant has not filed with this report copies of the instruments
defining the rights of holders of long-term debt of the registrant and its
subsidiaries for which consolidated or unconsolidated financial statements are
required to be filed. The registrant agrees to furnish a copy of any such
instrument to the Securities and Exchange Commission upon request.
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