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1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-2256
EXXON CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 13-5409005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
225 E. JOHN W. CARPENTER FREEWAY, IRVING, TEXAS 75062-2298
(Address of principal executive offices) (Zip Code)
(214) 444-1000
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK, WITHOUT PAR VALUE (1,241,794,994 SHARES
OUTSTANDING AT FEBRUARY 28, 1995) NEW YORK STOCK EXCHANGE
REGISTERED SECURITIES GUARANTEED BY REGISTRANT:
SEARIVER MARITIME FINANCIAL HOLDINGS, INC.
TWENTY-FIVE YEAR DEBT SECURITIES DUE OCTOBER 1, 2011 NEW YORK STOCK EXCHANGE
EXXON CAPITAL CORPORATION
TWELVE YEAR 6% NOTES DUE JULY 1, 2005 NEW YORK STOCK EXCHANGE
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
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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.
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The aggregate market value of the voting stock held by non-affiliates of the
registrant on February 28, 1995, based on the closing price on that date of $63
7/8 on the New York Stock Exchange composite tape, was in excess of $79
billion.
DOCUMENTS INCORPORATED BY REFERENCE:
1994 ANNUAL REPORT TO SHAREHOLDERS (PARTS I, II AND IV)
PROXY STATEMENT DATED MARCH 10, 1995 (PART III)
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EXXON CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
TABLE OF CONTENTS
PAGE
NUMBER
------
PART I
Item 1. Business..................................................... 1
Item 2. Properties................................................... 1-8
Item 3. Legal Proceedings............................................ 8
Item 4. Submission of Matters to a Vote of Security Holders.......... 9
Executive Officers of the Registrant [pursuant to Instruction 3 to Reg-
ulation S-K, Item 401(b)]............................................. 9
PART II
Item 5. Market for Registrant's Common Stock and Related Shareholder
Matters...................................................... 10
Item 6. Selected Financial Data...................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 10
Item 8. Financial Statements and Supplementary Data.................. 10
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 10
PART III
Item 10. Directors and Executive Officers of the Registrant........... 10
Item 11. Executive Compensation....................................... 10
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 10
Item 13. Certain Relationships and Related Transactions............... 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.......................................................... 11
Signatures............................................................. 12-13
Index to Financial Statements.......................................... 14
Consent of Independent Accountants..................................... 14
Index to Exhibits...................................................... 15
PART I
ITEM 1. BUSINESS.
Exxon Corporation was incorporated in the State of New Jersey in 1882.
Divisions and affiliated companies of Exxon operate or market products in the
United States and over 100 other countries. Their principal business is energy,
involving exploration for, and production of, crude oil and natural gas,
manufacturing of petroleum products and transportation and sale of crude oil,
natural gas and petroleum products. Exxon Chemical Company, a division of
Exxon, is a major manufacturer and marketer of petrochemicals. Exxon is engaged
in exploration for, and mining and sale of, coal and other minerals. Exxon also
has an interest in electric power generation in Hong Kong. Affiliates of Exxon
conduct extensive research programs in support of these businesses.
The terms corporation, company, Exxon, our, we and its, as used in this
report, sometimes refer not only to Exxon Corporation or to one of its
divisions but collectively to all of the companies affiliated with Exxon
Corporation or to any one or more of them. The shorter terms are used merely
for convenience and simplicity.
The oil and chemical industries are highly competitive. There is competition
within the industries and also with other industries in supplying the energy,
fuel and chemical needs of commerce, industry and individuals. The corporation
competes with other firms in the sale or purchase of various goods or services
in many national and international markets and employs all methods of
competition which are lawful and appropriate for such purposes.
Exxon Chemical is a major producer of basic petrochemicals, including olefins
and aromatics, and a leading supplier of specialty rubbers and of additives for
fuels and lubricants. Other products manufactured include polyethylene and
polypropylene plastics, plasticizers, specialty resins, specialty and commodity
solvents and performance chemicals for oil field operations.
The operations and earnings of the corporation and its affiliates throughout
the world have been, and may in the future be, affected from time to time in
varying degree by political developments and laws and regulations, such as
forced divestiture of assets; restrictions on production, imports and exports;
price controls; tax increases and retroactive tax claims; expropriations of
property; cancellation of contract rights and environmental regulations. Both
the likelihood of such occurrences and their overall effect upon the
corporation vary greatly from country to country and are not predictable.
In 1994, the corporation spent $1,877 million (of which $603 million were
capital expenditures) on environmental conservation projects and expenses
worldwide, mostly dealing with air and water conservation. Total expenditures
for such activities are expected to be about $1.9 billion in 1995 and 1996
(with capital expenditures in each year representing about 35 percent of the
total).
Operating data and industry segment information for the corporation are
contained on pages F3, F20 and F27, information on oil and gas reserves is
contained on pages F24 and F25 and information on company-sponsored research
and development activities is contained on page F12 of the accompanying
financial section of the 1994 Annual Report to shareholders.*
ITEM 2. PROPERTIES.
Part of the information in response to this item and to the Securities
Exchange Act Industry Guide 2 is contained in the accompanying financial
section of the 1994 Annual Report to shareholders in Note 8, which note appears
on page F13, and on pages F3, and F22 through F27.*
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*Only the data appearing on pages F1 and F3 through F27 of the accompanying
financial section of the 1994 Annual Report to shareholders, incorporated in
this report as Exhibit 13, are deemed to be filed as part of this Annual
Report on Form 10-K as indicated under Items 1, 2, 3, 5, 6, 7 and 8 and on
page 14.
Information with regard to oil and gas producing activities follows:
1. NET RESERVES OF CRUDE OIL AND NATURAL GAS LIQUIDS (MILLIONS OF BARRELS) AND
NATURAL GAS (BILLIONS OF CUBIC FEET) AT YEAR-END 1994
Estimated proved reserves are shown on pages F24 and F25 of the accompanying
financial section of the 1994 Annual Report to shareholders. No major discovery
or other favorable or adverse event has occurred since December 31, 1994 that
would cause a significant change in the estimated proved reserves as of that
date. The oil sands reserves shown separately for Canada represent synthetic
crude oil expected to be recovered from Imperial Oil Limited's 25 percent
interest in the net reserves set aside for the Syncrude project, as presently
defined by government permit. For information on the standardized measure of
discounted future net cash flows relating to proved oil and gas reserves, see
page F26 of the accompanying financial section of the 1994 Annual Report to
shareholders.
2. ESTIMATES OF TOTAL NET PROVED OIL AND GAS RESERVES FILED WITH OTHER FEDERAL
AGENCIES
During 1994, the company filed proved reserve estimates with the U.S.
Department of Energy on Forms EIA-23 and EIA-28. The information is consistent
with the 1993 Annual Report to shareholders with the exception of EIA-23 which
covered total oil and gas reserves from Exxon-operated properties in the U.S.
and does not include gas plant liquids.
3. AVERAGE SALES PRICES AND PRODUCTION COSTS PER UNIT OF PRODUCTION
Incorporated by reference to page F22 of the accompanying financial section
of the 1994 Annual Report to shareholders. Average sales prices have been
calculated by using sales quantities from our own production as the divisor.
Average production costs have been computed by using net production quantities
for the divisor. The volumes of crude oil and natural gas liquids (NGL)
production used for this computation are shown in the reserves table on page
F24 of the accompanying financial section of the 1994 Annual Report to
shareholders. The net production volumes of natural gas available for sale by
the producing function used in this calculation are shown on page F27 of the
accompanying financial section of the 1994 Annual Report to shareholders. The
volumes of natural gas were converted to oil equivalent barrels based on a
conversion factor of six thousand cubic feet per barrel.
4. GROSS AND NET PRODUCTIVE WELLS
YEAR-END 1994
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OIL GAS
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GROSS NET GROSS NET
------ ------ ------ -----
United States..................................... 19,522 6,889 4,967 2,049
Canada............................................ 6,665 3,909 5,470 2,938
Europe............................................ 1,780 565 1,012 336
Asia-Pacific...................................... 1,166 656 439 118
Other............................................. 743 118 17 6
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Total............................................ 29,876 12,137 11,905 5,447
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5. GROSS AND NET DEVELOPED ACREAGE
YEAR-END 1994
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GROSS NET
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(THOUSANDS OF
ACRES)
United States.................................................. 5,377 3,960
Canada......................................................... 4,085 1,906
Europe......................................................... 11,912 3,730
Asia-Pacific................................................... 5,652 2,904
Other.......................................................... 7,290 1,099
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Total......................................................... 34,316 13,599
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2
Note: Separate acreage data for oil and gas are not maintained because, in
many instances, both are produced from the same acreage.
6. GROSS AND NET UNDEVELOPED ACREAGE
YEAR-END 1994
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GROSS NET
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(THOUSANDS OF
ACRES)
United States................................................. 5,261 3,862
Canada........................................................ 4,383 2,492
Europe........................................................ 16,447 6,076
Asia-Pacific.................................................. 51,428 21,943
Other......................................................... 47,361 18,865
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Total........................................................ 124,880 53,238
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7. SUMMARY OF ACREAGE TERMS IN KEY AREAS
United States
Oil and gas exploration leases are acquired for varying periods of time,
ranging from one to ten years. Production leases normally remain in effect
until production ceases.
Canada
Exploration permits are granted for varying periods of time with renewals
possible. Production leases are held as long as there is production on the
lease.
Cold Lake oil sands leases were taken for an initial 21-year term in 1968-69
and renewed for a second 21-year term in 1989-1990. All undeveloped Athabasca
oil sands leases are currently in their second 21-year term after being renewed
between 1980 and 1987. They may be renewed for a third term of 15 years if the
leaseholder files a development plan with the Alberta regulatory authority. The
regulatory approval received for Syncrude has set the expiry date of the
current production lease at 2025.
United Kingdom
Licenses issued prior to 1977 were for an initial period of six years with an
option to extend the license for a further 40 years on no more than half of the
license area. Licenses issued between 1977 and 1979 were for an initial period
of four years, after which one-third of the acreage was required to be
relinquished, followed by a second period of three years, after which an
additional one-third of the acreage was required to be relinquished, with an
option to extend the license for a further 30 years on the remaining one-third
of the acreage. Subsequent licenses are for an initial period of six or seven
years with an option to extend for a total license period of 24 to 36 years on
no more than half the license area.
Netherlands
Onshore: Exploration drilling permits are issued for a period of two to five
years. Production concessions are granted after discoveries have been made,
under conditions which are negotiated with the government. Normally, they are
field-life concessions covering an area defined by hydrocarbon occurrences.
Offshore: Prospecting licenses issued prior to March 1976 were for a 15-year
period, with relinquishment of about 50 percent of the original area required
at the end of ten years. Subsequent licenses are for ten years with
relinquishment of about 50 percent of the original area required after six
years. For commercial discoveries within a prospecting license, a production
license is issued for a 40-year period.
3
Norway
Licenses issued prior to 1972 were for a total period of 46 years, with
relinquishment of at least one-fourth of the original area required at the end
of the sixth year and another one-fourth at the end of the ninth year.
Subsequent licenses are for a total period of 36 years, with relinquishment of
at least one-half of the original area required at the end of the sixth year.
France
Exploration permits are granted for periods of three to five years,
renewable up to two times accompanied by substantial acreage relinquishments:
50 percent of the acreage at first renewal; 25 percent of the remaining
acreage at second renewal. A new law, effective July 15, 1994, requires a
bidding process prior to granting of an exploration permit. Upon discovery of
commercial hydrocarbons, a production concession is granted for up to 50
years, renewable in periods of 25 years each.
Australia
Onshore: Acreage terms are fixed by the individual state and territory
governments. These terms and conditions vary significantly between the states
and territories. Production licenses are generally granted for an initial term
of 21 years, with subsequent renewals, each for 21 years, for the full area.
Offshore: Exploration permits are granted for six years with possible
renewals of five-year periods to a total of 26 years. A 50 percent
relinquishment of remaining area is mandatory at the end of each renewal
period. Production licenses are for 21 years, with renewals of 21 years for
the life of the field.
Malaysia
Exploration and production activities are governed by production sharing
contracts negotiated with the national oil company. These contracts typically
have an overall term of 20 years with possible extensions to the exploration
or development periods. The exploration period is usually three years with the
possibility of a two-year extension, after which time areas with no commercial
discoveries must be relinquished. The development period is two years from
commercial discovery, with an option to extend the period for an additional
two years and possibly longer under special circumstances. Areas from which
commercial production has not started by the end of the development period
must be relinquished. The total production period is typically 15 years from
first commercial lifting, not to exceed the overall term of the contract.
Indonesia
Exxon's operations previously conducted under a contract of work agreement
converted to a production sharing contract in late 1993, with a term of 20
years. Other production sharing contracts in Indonesia have an overall term of
up to 30 years.
Republic of Yemen
Production sharing agreements negotiated with the government entitle Exxon
to participate in exploration operations within a designated area during the
exploration period. In the event of a commercial discovery, the company is
entitled to proceed with development and production operations during the
development period. The length of these periods and other specific terms are
negotiated prior to executing the production sharing agreement. Existing
production operations have a development period extending 20 years from first
commercial declaration made in November 1985.
4
Egypt
Exploration and production activities are governed by concession agreements
negotiated with the government. These agreements generally permit three
exploration periods, with the first period being three years, and the remaining
two optional periods being two years each with 25 percent of the remaining
acreage relinquished at each renewal. Production operations have an overall
term of 30 years, with an option for a ten-year extension.
Colombia
Prior to 1974, exploration, development and production rights were granted
for up to 30 years through concessions. Since 1974, the association contract
has been the basic form of participation in new acreage. With this form of
contract, exploration rights are granted for up to a maximum of six years.
After a discovery is made, the development period extends for 22 years with
relinquishment of 50 percent at the end of six years, 50 percent of the
retained area after eight years and all remaining area except commercial fields
after ten years.
8. NUMBER OF NET PRODUCTIVE AND DRY WELLS DRILLED
1994 1993 1992
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A. Net Productive Exploratory Wells Drilled
United States................................................. 5 2 5
Canada........................................................ -- 2 3
Europe........................................................ 6 7 11
Asia-Pacific.................................................. 9 7 16
Other......................................................... 3 3 2
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Total........................................................ 23 21 37
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B. Net Dry Exploratory Wells Drilled
United States................................................. 3 12 11
Canada........................................................ 2 1 2
Europe........................................................ 6 6 13
Asia-Pacific.................................................. 7 6 10
Other......................................................... 5 1 7
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Total........................................................ 23 26 43
--- --- ---
C. Net Productive Development Wells Drilled
United States................................................. 188 193 109
Canada........................................................ 143 216 50
Europe........................................................ 25 19 22
Asia-Pacific.................................................. 57 61 64
Other......................................................... 10 10 12
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Total........................................................ 423 499 257
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D. Net Dry Development Wells Drilled
United States................................................. 15 24 17
Canada........................................................ 9 6 --
Europe........................................................ 1 -- --
Asia-Pacific.................................................. -- 3 3
Other......................................................... -- 2 3
--- --- ---
Total........................................................ 25 35 23
--- --- ---
Total number of net wells drilled............................. 494 581 360
=== === ===
5
9. PRESENT ACTIVITIES
A. Wells Drilling -- Year-End 1994
GROSS NET
----- ---
United States...................................................... 80 34
Canada............................................................. 8 4
Europe............................................................. 32 9
Asia-Pacific....................................................... 14 8
Other.............................................................. 6 2
--- ---
Total............................................................. 140 57
=== ===
B. Review of Principal Ongoing Activities in Key Areas
UNITED STATES
During 1994, exploration activities were coordinated by Exxon Exploration
Company and producing activities by Exxon Company, U.S.A., both divisions of
Exxon Corporation. Some of the more significant ongoing activities are:
. Exploration and delineation of additional hydrocarbon resources
continued. At year-end 1994, Exxon's inventory of undeveloped acreage
totaled 3.9 million net acres. Exxon is active in areas onshore and
offshore in the lower 48 states and in Alaska. A total of 8 net
exploration and delineation wells were completed during 1994.
. During 1994, 150 net development wells were completed within and around
mature fields in the inland lower 48 states.
. Exxon's net acreage in the Gulf of Mexico at year-end 1994 was 1.2
million acres. A total of 33 net exploratory and development wells were
completed during the year.
. There were no new major projects which started up in 1994. The Ram-
Powell project was approved which will involve setting a tension-leg
platform (TLP) in approximately 3200 feet of water and drilling 17
initial development wells. Start up is expected in 1997.
. Participation in Alaska production and development continued. The second
phase of a major Prudhoe Bay Unit gas handling expansion project was
started up in September 1994. This additional gas handling capacity will
help slow the natural decline from this giant oil field. At the Point
McIntyre field, water injection and oil production from the second drill
site began in July 1994. Production rates increased to 46 thousand
barrels per day (net) by year-end.
CANADA
During 1994, exploration and production activities in Canada were conducted
by the Resources Division of Imperial Oil Limited, which is 69.6 percent owned
by Exxon Corporation. Some of the more significant ongoing activities are:
. Commercial bitumen production from Cold Lake averaged 84 thousand
barrels per day during 1994. Plans progressed to expand the steam-
injection, bitumen recovery operations. When complete in 1996, bitumen
production should increase more than 20 thousand barrels per day.
6
. The Syncrude plant, 25 percent owned by Imperial and located in northern
Alberta, completed its 16th year of operations. Gross synthetic crude
production averaged 190 thousand barrels per day in 1994.
OUTSIDE NORTH AMERICA
During 1994, exploration activities were conducted by Exxon Exploration
Company and producing activities by Exxon Company, International, both
divisions of Exxon Corporation. Some of the more significant ongoing activities
include:
United Kingdom
Exxon's share of licenses held in United Kingdom waters totaled 1.7 million
net acres at year-end 1994, with 19.4 net exploration and development wells
completed during the year. In 1994, first production began at the Nelson,
Galleon and Brent South fields and development of the Pelican and Schooner
fields was approved. Barque Extension field is scheduled to start up in 1995
while redevelopment of the Brent field is proceeding as planned.
Netherlands
Exxon's interest in licenses totaled 2.7 million net acres at year-end 1994.
During the year, 6.0 net exploration and development wells were completed.
Onshore operations continued at Groningen, one of the world's largest gas
fields. Also onshore, the Munnekezijl field started up in 1994, while the
Pernis-West field is expected to start up in 1995.
Norway
A total of 0.3 million net acres offshore were under license to Exxon at
year-end 1994, and 5.0 net exploration and development wells were completed
during the year. Production was initiated at the Tordis and Statfjord East
fields while the Odin field ceased production during 1994. Projects for
development of the Statfjord North and Sleipner West fields are continuing as
planned, with first production currently scheduled for 1995-1996.
France
Exxon holds 0.9 million net acres onshore under license in France. During
1994, 4.6 net exploration and development wells were drilled and completed.
Germany
A total of 3.9 million net acres were held by Exxon in Germany at year-end
1994, with 3.5 net exploration and development wells drilled and completed
during the year.
Australia
Exxon's year-end 1994 acreage holdings totaled 7.7 million net acres onshore
and 2.7 million net acres offshore, with exploration and production activities
underway in both areas. During 1994, 13.5 net exploration and development wells
were completed. Projects are progressing for the offshore development of the
West Tuna and Bream B fields with first production anticipated in 1996.
Malaysia
Exxon has interests in production sharing contracts covering 4.2 million net
acres offshore Peninsular Malaysia. During 1994, a total of 58.5 net
exploration and development wells were
7
completed. Development activity continued in the Seligi field with the
continuation of development drilling. Also, additional compression facilities
were installed at the Jerneh field with commissioning expected in 1995.
Development drilling was initiated on the Guntong D and Tabu B platforms.
Indonesia
Exxon acreage holdings totaled 2.4 million net acres onshore and 0.5 million
net acres offshore Indonesia, with exploration and production activities being
undertaken in both areas. A total of 0.5 net exploration and development wells
were completed during 1994.
Thailand
Exxon's net interest acreage in the Khorat concession onshore Thailand
totaled 0.1 million acres at year-end 1994.
Republic of Yemen
Exxon's net interest acreage in the Republic of Yemen production sharing
agreement areas totaled 0.9 million acres onshore at year-end 1994. During
1994, 7.7 net exploration and development wells were drilled and completed.
Egypt
Exxon is engaged in exploration and production activities in two contract
areas, with net acreage holdings totaling 0.1 million acres with 5.0 net
exploration and development wells completed during 1994.
Colombia
A total of 0.2 million net acres onshore were held by Exxon at year-end 1994,
with 1.3 net exploration and development wells being completed during the year.
WORLDWIDE EXPLORATION
Exploration activities were underway during 1994 in several areas in which
Exxon has no established production operations. A total of 25.9 million net
acres were held at year-end 1994, and 3.5 net exploration wells were completed
during the year.
ITEM 3. LEGAL PROCEEDINGS.
As reported in the registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, the U.S. Environmental Protection Agency ("EPA") has
issued a notice to Exxon Chemical Company alleging violation of certain new
source performance standards under the Clean Air Act applicable to a volatile
organic compound storage tank. In December 1994, the EPA proposed a penalty of
$144,000.
The registrant believes that the EPA and the U.S. Department of Justice are
contemplating bringing a proceeding against the registrant to recover penalties
for alleged violations of the Clean Air Act, the Clean Water Act and the
Resource Conservation and Recovery Act at the registrant's Baton Rouge
Refinery.
Refer to the relevant portions of Note 18 on page F18 of the accompanying
financial section of the 1994 Annual Report to shareholders for further
information on legal proceedings.
8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
----------------
EXECUTIVE OFFICERS OF THE REGISTRANT [pursuant to Instruction 3 to Regulation
S-K, Item 401(b)].
AGE AS OF
MARCH 31,
NAME 1995 TITLE (HELD OFFICE SINCE)
---- --------- -----------------------------------------------
L. R. Raymond........... 56 Chairman of the Board (1993)
C. R. Sitter............ 64 President (1993)
E. J. Hess.............. 61 Senior Vice President (1993)
H. J. Longwell.......... 53 Senior Vice President (1995)
R. E. Wilhelm........... 54 Senior Vice President (1990)
A. W. Atkiss............ 55 Vice President -- Public Affairs (1995)
A. L. Condray........... 52 Vice President (1995)
W. B. Cook.............. 59 Vice President and Controller (1994)
R. Dahan................ 53 Vice President (1992)
S. F. Goldmann.......... 50 General Manager -- Corporate Planning (1993)
G. L. Graves............ 56 Vice President -- Environment and Safety (1993)
C. W. Matthews, Jr. .... 50 Vice President and General Counsel (1995)
T. J. McDonagh, M.D..... 63 Vice President -- Medicine and Occupational
Health (1981)
R. B. Nesbitt........... 61 Vice President (1992)
E. A. Robinson.......... 61 Vice President and Treasurer (1983)
C. D. Roxburgh.......... 56 Vice President (1995)
D. S. Sanders........... 55 Vice President -- Human Resources (1994)
D. E. Smiley............ 63 Vice President -- Washington Office (1978)
P. E. Sullivan.......... 51 Vice President and General Tax Counsel (1995)
J. L. Thompson.......... 55 Vice President (1991)
T. P. Townsend.......... 58 Vice President -- Investor Relations (1990)
and Secretary (1995)
For at least the past five years, Messrs. Raymond, Sitter, Hess, Wilhelm,
McDonagh, Robinson, Smiley and Townsend have been employed as executives of the
registrant.
The following executive officers of the registrant have also served as
executives of the subsidiaries, affiliates or divisions of the registrant shown
opposite their names during the five years preceding December 31, 1994.
Exxon Chemical Company................ Nesbitt and Sanders
Exxon Coal and Minerals Company....... Roxburgh
Exxon Company, International.......... Atkiss, Cook, Dahan, Graves, Longwell,
Roxburgh and Thompson
Exxon Company, U.S.A.................. Condray, Goldmann, Longwell, Matthews,
Sanders and Sullivan
Exxon Exploration Company............. Thompson
Officers are generally elected by the Board of Directors at its meeting on
the day of each annual election of directors, each such officer to serve until
his or her successor has been elected and qualified.
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS.
Incorporated by reference to the quarterly information which appears on page
F21 of the accompanying financial section of the 1994 Annual Report to
shareholders.
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated by reference to page F3 of the accompanying financial section of
the 1994 Annual Report to shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Incorporated by reference to pages F4 through F7 of the accompanying
financial section of the 1994 Annual Report to shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to the Index to Financial Statements on page 14 of this
Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Incorporated by reference to the relevant portions of pages 4 through 8
(excluding the portion of page 8 entitled "Transactions with Management") of
the registrant's definitive proxy statement dated March 10, 1995.
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference to the fourth through seventh paragraphs of page 2,
and pages 9 through 12 (excluding the portion of page 12 entitled "Board
Compensation Committee Report on Executive Compensation") of the registrant's
definitive proxy statement dated March 10, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference to the relevant portions of pages 4 through 8
(excluding the portion of page 8 entitled "Transactions with Management" and
"Section 16(a) Reports") of the registrant's definitive proxy statement dated
March 10, 1995.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference to the portion of page 8 entitled "Transactions
with Management" of the registrant's definitive proxy statement dated March 10,
1995.
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) and (a) (2) Financial Statements:
See Index to Financial Statements on page 14 of this Annual Report on
Form 10-K.
(a) (3) Exhibits:
See Index to Exhibits on page 15 of this Annual Report on Form 10-K.
(b) Reports on Form 8-K.
The registrant did not file any reports on Form 8-K during the last
quarter of 1994.
11
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EXXON CORPORATION
By: /s/ LEE R. RAYMOND
----------------------------------
(Lee R. Raymond,
Chairman of the Board)
Dated March 10, 1995
----------------
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS JAMES I.
ALCOCK, RICHARD E. GUTMAN AND FRANK A. RISCH, AND EACH OF THEM, HIS OR HER TRUE
AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD, IN ANY
AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS ANNUAL REPORT ON
FORM 10-K, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS
IN CONECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT
OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-
IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS OR HER SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
----------------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
/s/ LEE R. RAYMOND Chairman of the Board March 10, 1995
- ------------------------------------------- (Principal Executive Officer)
(Lee R. Raymond)
/s/ RANDOLPH W. BROMERY Director March 10, 1995
- -------------------------------------------
(Randolph W. Bromery)
/s/ D. WAYNE CALLOWAY Director March 10, 1995
- -------------------------------------------
(D. Wayne Calloway)
/s/ JESS HAY Director March 10, 1995
- -------------------------------------------
(Jess Hay)
12
/s/ JAMES R. HOUGHTON Director March 10, 1995
- -------------------------------------------
(James R. Houghton)
/s/ WILLIAM R. HOWELL Director March 10, 1995
- -------------------------------------------
(William R. Howell)
/s/ PHILIP E. LIPPINCOTT Director March 10, 1995
- -------------------------------------------
(Philip E. Lippincott)
/s/ MARILYN CARLSON NELSON Director March 10, 1995
- -------------------------------------------
(Marilyn Carlson Nelson)
/s/ CHARLES R. SITTER Director March 10, 1995
- -------------------------------------------
(Charles R. Sitter)
/s/ JOHN H. STEELE Director March 10, 1995
- -------------------------------------------
(John H. Steele)
/s/ ROBERT E. WILHELM Director March 10, 1995
- -------------------------------------------
(Robert E. Wilhelm)
/s/ JOSEPH D. WILLIAMS Director March 10, 1995
- -------------------------------------------
(Joseph D. Williams)
/s/ W. BRUCE COOK Controller (Principal March 10, 1995
- ------------------------------------------- Accounting Officer)
(W. Bruce Cook)
/s/ EDGAR A. ROBINSON Treasurer (Principal March 10, 1995
- ------------------------------------------- Financial Officer)
(Edgar A. Robinson)
13
INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon of
Price Waterhouse LLP dated February 22, 1995, appearing on pages F8 to F20; the
Quarterly Information appearing on page F21; and the Supplemental Information
on Oil and Gas Exploration and Production Activities appearing on pages F22 to
F26 of the accompanying financial section of the 1994 Annual Report to
shareholders are incorporated in this Annual Report on Form 10-K as Exhibit 13.
With the exception of the aforementioned information, no other data appearing
in the accompanying financial section of the 1994 Annual Report to shareholders
is deemed to be filed as part of this Annual Report on Form 10-K under Item 8.
Consolidated Financial Statement Schedules have been omitted because they are
not applicable or the required information is shown in the consolidated
financial statements or notes thereto.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the following
Prospectuses constituting part of the Registration Statements on:
Form S-3 (No. 33-49417) --Exxon Corporation Shareholder Investment Program;
Form S-8 (No. 33-51107) --1993 Incentive Program of Exxon Corporation (together
with 1983 Stock Option and 1988 Long Term Incentive
Plans of Exxon Corporation);
Form S-8 (No. 33-19057) --Thrift Plans of Exxon Corporation and Participating
Affiliated Employers;
Form S-3 (No. 33-48919) --Guaranteed Debt Securities and Warrants to Purchase
Guaranteed Debt Securities of Exxon Capital Corporation;
Form S-3 (No. 33-8922) --Guaranteed Debt Securities of SeaRiver Maritime
Financial Holdings, Inc. (formerly Exxon Shipping
Company)
of our report dated February 22, 1995 appearing on page F11 of the accompanying
financial section of the 1994 Annual Report to shareholders of Exxon
Corporation which is incorporated as Exhibit 13 in this Annual Report on Form
10-K.
Price Waterhouse LLP
Dallas, Texas
March 10, 1995
14
INDEX TO EXHIBITS
3(i). Registrant's Restated Certificate of Incorporation, as
restated November 1, 1991 (incorporated by reference to
Exhibit 3(a) to the registrant's Annual Report on Form
10-K for 1991).
3(ii). Registrant's By-Laws, as revised to October 27, 1993
(incorporated by reference to Exhibit 3(ii) to the
registrant's Annual Report on Form 10-K for 1993).
10(iii)(a). Registrant's 1993 Incentive Program (incorporated by
reference to pages 22 through 27 of the registrant's
definitive proxy statement dated March 5, 1993).*
10(iii)(b). Registrant's Plan for Deferral of Nonemployee Director
Compensation and Fees, as amended (incorporated by
reference to Exhibit 10(iii)(b) to the registrant's
Annual Report on Form 10-K for 1993).*
10(iii)(c). Registrant's Restricted Stock Plan for Nonemployee
Directors, as amended.*
10(iii)(d). Supplemental life insurance (incorporated by reference to
Exhibit 10(iii)(d) to the registrant's Annual Report on
Form 10-K for 1992).*
10(iii)(e). Registrant's Short Term Incentive Program (incorporated by
reference to Exhibit 10(iii)(e) to the registrant's
Annual Report on Form 10-K for 1993).*
12. Computation of ratio of earnings to fixed charges.
13. Pages F1 and F3 through F27 of the Financial Section of
the registrant's 1994 Annual Report to shareholders.
21. Subsidiaries of the registrant.
23. Consent of Independent Accountants (contained on page 14
of this Annual Report on Form 10-K).
27. Financial Data Schedule (included only in the electronic
filing of this document).
- --------
* Compensatory plan or arrangement required to be identified pursuant to Item
14(a)(3) of this Annual Report on Form 10-K.
The registrant has not filed with this report copies of the instruments
defining the rights of holders of long-term debt of the registrant and its
subsidiaries for which consolidated or unconsolidated financial statements are
required to be filed. The registrant agrees to furnish a copy of any such
instrument to the Securities and Exchange Commission upon request.
15