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1993
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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, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-2256
EXXON CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 13-5409005
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
225 E. JOHN W. CARPENTER FREEWAY, IRVING, TEXAS 75062-2298
(Address of principal executive offices) (Zip Code)
(214) 444-1000
(Registrant's telephone number, including area code)
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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 (1,242,135,165 SHARES
OUTSTANDING AT FEBRUARY 28, 1994) NEW YORK STOCK EXCHANGE
REGISTERED SECURITIES GUARANTEED BY REGISTRANT:
SEARIVER MARITIME, INC.
TWENTY-FIVE YEAR DEBT SECURITIES DUE OCTOBER 1, 2011 NEW YORK STOCK EXCHANGE
EXXON CAPITAL CORPORATION
FIVE YEAR 8 1/4% NOTES DUE OCTOBER 15, 1994 NEW YORK STOCK EXCHANGE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
The aggregate market value of the voting stock held by non-affiliates of the
registrant on February 28, 1994, based on the closing price on that date of $64
7/8 on the New York Stock Exchange composite tape, was in excess of $80
billion.
DOCUMENTS INCORPORATED BY REFERENCE:
1993 ANNUAL REPORT TO SHAREHOLDERS (PARTS I, II AND IV)
PROXY STATEMENT DATED MARCH 4, 1994 (PART III)
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PART I
ITEM 1. BUSINESS.
Exxon Corporation was incorporated in the State of New Jersey in 1882.
Divisions and affiliated companies of Exxon operate in the United States and
more than 80 other countries. Their principal business is energy, involving
exploration for, and production of, crude oil and natural gas, manufacturing of
petroleum products and transportation and sale of crude oil, natural gas and
petroleum products. Exxon Chemical Company, a division of Exxon, is a major
manufacturer and marketer of petrochemicals. Exxon is engaged in exploration
for, and mining and sale of, coal and other minerals. Exxon also has an
interest in electric power generation in Hong Kong. Affiliates of Exxon conduct
extensive research programs in support of these businesses.
The terms corporation, company, Exxon, our, we and its, as used in this
report, sometimes refer not only to Exxon Corporation or to one of its
divisions but collectively to all of the companies affiliated with Exxon
Corporation or to any one or more of them. The shorter terms are used merely
for convenience and simplicity.
The oil industry is highly competitive. There is competition within the
industry and also with other industries in supplying the energy and fuel needs
of commerce, industry and individuals. The corporation competes with other
firms in the sale or purchase of various goods or services in many national and
international markets and employs all methods of competition which are lawful
and appropriate for such purposes.
Exxon Chemical is organized into three business groups, each managed as a
worldwide business with its own manufacturing, marketing and technology
activities. It is a major producer of basic petrochemicals, including olefins
and aromatics, and a leading supplier of specialty rubbers and of additives for
fuels and lubricants. The products manufactured include polyethylene and
polypropylene plastics, plasticizers, specialty resins, specialty and commodity
solvents, fertilizers and performance chemicals for oil field operations.
The operations and earnings of the corporation and its affiliates throughout
the world have been, and may in the future be, affected from time to time in
varying degree by political developments and laws and regulations, such as
forced divestiture of assets; restrictions on production, imports and exports;
price controls; tax increases and retroactive tax claims; expropriations of
property; cancellation of contract rights and environmental regulations. Both
the likelihood of such occurrences and their overall effect upon the
corporation vary greatly from country to country and are not predictable.
In 1993, the corporation spent $1,873 million (of which $641 million were
capital expenditures) on environmental conservation projects and expenses
worldwide, mostly dealing with air and water conservation. Total expenditures
for such activities are expected to be about $2.0 billion in 1994 and 1995
(with capital expenditures in each year representing about 35 percent of the
total).
Operating data and industry segment information for the corporation are
contained on pages F3, F20 and F27 of the accompanying financial section of the
1993 Annual Report to shareholders. Information on oil and gas reserves is
contained on pages F24 and F25 of the accompanying financial section of the
1993 Annual Report to shareholders.*
ITEM 2. PROPERTIES.
Part of the information in response to this item and to the Securities
Exchange Act Industry Guide 2 is contained in the accompanying financial
section of the 1993 Annual Report to shareholders in Note 8, which note appears
on page F13, and on pages F3, and F22 through F27.*
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*Only the data appearing on pages F1 and F3 through F27 of the accompanying
financial section of the 1993 Annual Report to shareholders, incorporated in
this report as Exhibit 13, are deemed to be filed as part of this Annual
Report on Form 10-K as indicated under Items 1, 2, 3, 5, 6, 7 and 8 and on
page 14.
Information with regard to oil and gas producing activities follows:
1. NET RESERVES OF CRUDE OIL AND NATURAL GAS LIQUIDS (MILLIONS OF BARRELS) AND
NATURAL GAS (BILLIONS OF CUBIC FEET) AT YEAR-END 1993
Estimated proved reserves are shown on pages F24 and F25 of the accompanying
financial section of the 1993 Annual Report to shareholders. No major discovery
or other favorable or adverse event has occurred since December 31, 1993 that
would cause a significant change in the estimated proved reserves as of that
date. The oil sands reserves shown separately for Canada represent synthetic
crude oil expected to be recovered from Imperial Oil Limited's 25 percent
interest in the net reserves set aside for the Syncrude project, as presently
defined by government permit. For information on the standardized measure of
discounted future net cash flows relating to proved oil and gas reserves, see
page F26 of the accompanying financial section of the 1993 Annual Report to
shareholders.
2. ESTIMATES OF TOTAL NET PROVED OIL AND GAS RESERVES FILED WITH OTHER FEDERAL
AGENCIES
During 1993, the company filed proved reserve estimates with the U.S.
Department of Energy on Forms EIA-23 and EIA-28. The information is consistent
with the 1992 Annual Report to shareholders with the exception of EIA-23 which
covered total oil and gas reserves from Exxon-operated properties in the U.S.
and does not include gas plant liquids.
3. AVERAGE SALES PRICES AND PRODUCTION COSTS PER UNIT OF PRODUCTION
Incorporated by reference to page F22 of the accompanying financial section
of the 1993 Annual Report to shareholders. Average sales prices have been
calculated by using sales quantities from our own production as the divisor.
Average production costs have been computed by using net production quantities
for the divisor. The volumes of crude oil and natural gas liquids (NGL)
production used for this computation are shown in the reserves table on page
F24 of the accompanying financial section of the 1993 Annual Report to
shareholders. The net production volumes of natural gas available for sale by
the producing function used in this calculation are shown on page F27 of the
accompanying financial section of the 1993 Annual Report to shareholders. The
volumes of natural gas were converted to oil equivalent barrels based on a
conversion factor of six thousand cubic feet per barrel.
4. GROSS AND NET PRODUCTIVE WELLS
YEAR-END 1993
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OIL GAS
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GROSS NET GROSS NET
------ ------ ------ -----
United States..................................... 22,777 6,906 3,237 1,705
Canada............................................ 7,249 4,001 5,347 2,876
Europe............................................ 2,012 624 998 307
Australia and Far East............................ 1,076 597 421 110
Other............................................. 723 107 11 6
------ ------ ------ -----
Total............................................ 33,837 12,235 10,014 5,004
====== ====== ====== =====
5. GROSS AND NET DEVELOPED ACREAGE
YEAR-END 1993
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GROSS NET
------ ------
(THOUSANDS OF
ACRES)
United States.................................................. 5,948 4,152
Canada......................................................... 4,802 2,143
Europe......................................................... 12,695 3,926
Australia and Far East......................................... 5,886 3,008
Other.......................................................... 7,510 1,296
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Total......................................................... 36,841 14,525
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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 1993
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GROSS NET
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(THOUSANDS OF
ACRES)
United States................................................. 5,182 3,665
Canada........................................................ 4,695 2,530
Europe........................................................ 20,458 7,788
Australia and Far East........................................ 54,520 21,774
Other......................................................... 53,811 21,336
------- ------
Total........................................................ 138,666 57,093
======= ======
7. SUMMARY OF ACREAGE TERMS IN KEY AREAS
United States
Oil and gas exploration leases are acquired for varying periods of time,
ranging from one to ten years. Production leases normally remain in effect
until production ceases.
Canada
Exploration permits are granted for varying periods of time with renewals
possible. Production leases are held as long as there is production on the
lease.
Cold Lake oil sands leases were taken for an initial 21-year term in 1968-69
and renewed for a second 21-year term in 1989-1990. Athabasca oil sands leases
were taken for an initial 21-year term in 1958-1961 and renewed for a second
21-year term in 1979-1982.
United Kingdom
Licenses issued prior to 1977 were for an initial period of six years with an
option to extend the license for a further 40 years on no more than half of the
license area. Licenses issued between 1977 and 1979 were for an initial period
of four years, after which one-third of the acreage was required to be
relinquished, followed by a second period of three years, after which an
additional one-third of the acreage was required to be relinquished, with an
option to extend the license for a further 30 years on the remaining one-third
of the acreage. Subsequent licenses are for an initial period of six or seven
years with an option to extend for a total license period of 24 to 36 years on
no more than half the license area.
Netherlands
Onshore: Exploration drilling permits are issued for a period of two to five
years. Production concessions are granted after discoveries have been made,
under conditions which are negotiated with the government. Normally, they are
field-life concessions covering an area defined by hydrocarbon occurrences.
Offshore: Prospecting licenses issued prior to March 1976 were for a 15-year
period, with relinquishment of about 50 percent of the original area required
at the end of ten years. Subsequent licenses are for ten years with
relinquishment of about 50 percent of the original area required after six
years. For commercial discoveries within a prospecting license, a production
license is issued for a 40-year period.
3
Norway
Licenses issued prior to 1972 were for a total period of 46 years, with
relinquishment of at least one-fourth of the original area required at the end
of the sixth year and another one-fourth at the end of the ninth year.
Subsequent licenses are for a total period of 36 years, with relinquishment of
at least one-half of the original area required at the end of the sixth year.
France
Exploration permits are granted for periods of three to five years, renewable
up to two times accompanied by substantial acreage relinquishments: 50 percent
of the acreage at first renewal; 25 percent of the remaining acreage at second
renewal. Upon discovery of commercial hydrocarbons, a production concession is
granted for up to 50 years, renewable in periods of 25 years each.
Australia
Onshore: Acreage terms are fixed by the individual state and territory
governments. These terms and conditions vary significantly between the states
and territories. Production licenses are generally granted for an initial term
of 21 years, with subsequent renewals, each for 21 years, for the full area.
Offshore: Exploration permits are granted for six years with possible
renewals of five-year periods to a total of 26 years. A 50 percent
relinquishment of remaining area is mandatory at the end of each renewal
period. Production licenses are for 21 years, with renewals of 21 years for the
life of the field.
Malaysia
Exploration and production activities are governed by production sharing
contracts negotiated with the national oil company. These contracts have an
overall term of 20 years with possible extensions to the exploration or
development periods. The exploration period is three years with the possibility
of a two-year extension, after which time areas with no commercial discoveries
must be relinquished. The development period is two years from commercial
discovery, with an option to extend the period for an additional two years and
possibly longer under special circumstances. Areas from which commercial
production has not started by the end of the development period must be
relinquished. The total production period is 15 years from first commercial
lifting, not to exceed the overall term of the contract.
Indonesia
Exxon's operations previously conducted under a contract of work agreement
converted to a production sharing contract in late 1993, with a term of 20
years. Other production sharing contracts in Indonesia have an overall term of
up to 30 years.
Republic of Yemen
Production sharing agreements negotiated with the government entitle Exxon to
participate in exploration operations within a designated area during the
exploration period. In the event of a commercial discovery, the company is
entitled to proceed with development and production operations during the
development period. The length of these periods and other specific terms are
negotiated prior to executing the production sharing agreement. Existing
production operations have a development period extending 20 years from first
commercial declaration made in November 1985.
4
Egypt
Exploration and production activities are governed by concession agreements
negotiated with the government. These agreements generally permit three
exploration periods, with the first period being three years, and the remaining
two optional periods being two years each. Production operations have an
overall term of 30 years, with an option for a ten-year extension.
Colombia
Prior to 1974, exploration, development and production rights were granted
for up to 30 years through concessions. Since 1974, the association contract
has been the basic form of participation in new acreage. With this form of
contract, exploration rights are granted for up to a maximum of six years.
After a discovery is made, the development period extends for 22 years with
relinquishment of 50 percent at the end of six years, 50 percent of the
retained area after eight years and all remaining area except commercial fields
after ten years.
8. NUMBER OF NET PRODUCTIVE AND DRY WELLS DRILLED
1993 1992 1991
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A. Net Productive Exploratory Wells Drilled
United States.................................................. 2 5 13
Canada......................................................... 2 3 11
Europe......................................................... 7 11 10
Australia and Far East......................................... 7 16 18
Other.......................................................... 3 2 2
--- --- ---
Total......................................................... 21 37 54
--- --- ---
B. Net Dry Exploratory Wells Drilled
United States.................................................. 12 11 23
Canada......................................................... 1 2 12
Europe......................................................... 6 13 13
Australia and Far East......................................... 6 10 10
Other.......................................................... 1 7 10
--- --- ---
Total......................................................... 26 43 68
--- --- ---
C. Net Productive Development Wells Drilled
United States.................................................. 193 109 224
Canada......................................................... 216 50 24
Europe......................................................... 19 22 28
Australia and Far East......................................... 61 64 58
Other.......................................................... 10 12 12
--- --- ---
Total......................................................... 499 257 346
--- --- ---
D. Net Dry Development Wells Drilled
United States.................................................. 24 17 23
Canada......................................................... 6 -- 2
Europe......................................................... -- -- --
Australia and Far East......................................... 3 3 3
Other.......................................................... 2 3 3
--- --- ---
Total......................................................... 35 23 31
--- --- ---
Total number of net wells drilled.............................. 581 360 499
=== === ===
5
9. PRESENT ACTIVITIES
A. Wells Drilling -- Year-End 1993
GROSS NET
----- ---
United States...................................................... 207 64
Canada............................................................. 14 6
Europe............................................................. 48 13
Australia and Far East............................................. 9 7
Other.............................................................. 5 1
--- ---
Total............................................................. 283 91
=== ===
B. Review of Principal Ongoing Activities in Key Areas
UNITED STATES
During 1993, exploration activities were coordinated by Exxon Exploration
Company and producing activities by Exxon Company, U.S.A., both divisions of
Exxon Corporation. Some of the more important ongoing activities are:
. Exploration and delineation of additional hydrocarbon resources
continued. At year-end 1993, Exxon's inventory of undeveloped acreage
totaled 3.7 million net acres. Exxon is active in areas onshore,
offshore and in Alaska. A total of 14 net exploration and delineation
wells were completed during 1993.
. During 1993, 171 net development wells were completed within and around
mature fields in the inland lower 48 states.
. Exxon has an interest in over 25 enhanced oil recovery projects in the
lower 48 states which contributed nearly 60 thousand barrels per day of
incremental production in 1993.
. Exxon's net acreage in the Gulf of Mexico at year-end 1993 was 1.4
million acres. A total of 36 net exploratory and development wells were
completed during the year. Production was initiated from the Zinc field
in mid-1993 via a satellite subsea production template to the Alabaster
platform, which started up in 1992. Combined gas production from these
two new fields exceeded 130 million cubic feet per day at year-end. The
Mobile Bay project off Alabama also began production in 1993 and is
currently producing more than 300 million cubic feet of gas per day. Off
California, production from the Santa Ynez Unit expansion began in late
1993. Drilling operations are under way on both new platforms, Harmony
and Heritage.
. Participation in Alaska production and development continued. The first
phase of a second major Prudhoe Bay Unit gas handling expansion project
was started up in late 1993. This additional gas handling capacity will
help slow the natural decline from this giant oil field. Point McIntyre
field also began production in October 1993 with rates exceeding 100
thousand barrels per day by year-end.
CANADA
During 1993, exploration and production activities in Canada were conducted
by the Resources Division of Imperial Oil Limited, which is 69.6 percent owned
by Exxon Corporation. Some of the more important ongoing activities are:
. Commercial bitumen production from Cold Lake averaged 82 thousand
barrels per day during 1993. Initial production began in 1993 from
phases 7 and 8. Phases 9 and 10 will be deferred until there is further
improvement in market conditions.
6
. The Syncrude plant, 25 percent owned by Imperial and located in northern
Alberta, has completed its 15th year of operations. Gross synthetic
crude production averaged 178 thousand barrels per day in 1993.
OUTSIDE NORTH AMERICA
During 1993, exploration activities were conducted by Exxon Exploration
Company and producing activities by Exxon Company, International, both
divisions of Exxon Corporation. Some of the more important ongoing activities
include:
United Kingdom
Exxon's share of licenses held in United Kingdom waters totaled 1.8 million
net acres at year-end 1993, with 13.6 net exploration and development wells
completed during the year. First production at the Hudson and Strathspey fields
and additional compression at Sole Pit began in 1993. Development of the Nelson
and Galleon fields is proceeding, with start-up currently scheduled in 1994.
Redevelopment of the Brent field is proceeding on schedule. Government approval
has been obtained for the development of Brent South and the Barque Extension,
with first production currently scheduled for 1995.
Netherlands
Exxon's interest in licenses totaled 2.8 million net acres at year-end 1993.
During the year, 10.7 net exploration and development wells were completed.
Onshore operations continued at Groningen, one of the world's largest gas
fields. Offshore, the F3-FB, L12 and L15 fields started up in 1993, and
development is proceeding on three new fields currently expected to start-up in
1994.
Norway
A total of 0.6 million net acres offshore were under license to Exxon at
year-end 1993, and 3.8 net exploration and development wells were completed
during the year. Production was initiated at the Brage, Sleipner East and Loke
Heimdal fields, while the N.E. Frigg field ceased production during 1993.
Projects for development of the Sleipner West, Tordis and the Statfjord
satellite fields are continuing as planned, with first production currently
scheduled for 1994-1997.
France
Exxon holds 1.7 million net acres onshore under license in France. During
1993, 2.0 net exploration and development wells were drilled and completed.
Germany
A total of 4.4 million net acres were held by Exxon in Germany at year-end
1993, with 2.3 net exploration and development wells drilled and completed
during the year.
Australia
Exxon's year-end 1993 acreage holdings totaled 7.6 million net acres onshore
and 2.5 million net acres offshore, with exploration and production activities
underway in both areas. During 1993, 15.5 net exploration and development wells
were completed. Projects are progressing for the offshore development of the
West Tuna and Bream B fields with first production anticipated in 1996.
Onshore, production from new fields in S.W. Queensland began in late 1993.
Exxon's interests in the Jabiru, Challis and Cassini fields in the Timor Sea
were divested in 1993.
7
Malaysia
Exxon has interests in production sharing contracts covering 4.2 million net
acres offshore peninsular Malaysia. During 1993, a total of 55.3 net
exploration and development wells were completed. Development activity
continued in the Seligi field with the installation of a fourth compression
train and continuation of development drilling. Also in 1993, one additional
platform was installed on the Dulang field.
Indonesia
Exxon acreage holdings totaled 2.5 million net acres onshore and 1.6 million
net acres offshore Indonesia, with exploration and production activities being
undertaken in both areas. A total of 5.5 net exploration and development wells
were completed during 1993.
Thailand
Exxon's net interest acreage in the Khorat concession onshore Thailand
totaled 0.6 million acres at year-end 1993.
Republic of Yemen
Exxon's net interest acreage in the Republic of Yemen production sharing
agreement areas totaled 1.4 million acres onshore at year-end 1993. Facilities
were installed to recover natural gas liquids in the Alif, Asa'ad Al-Kamil and
Al-Raja fields. During 1993, 11.4 net exploration and development wells were
drilled and completed.
Egypt
Exxon is engaged in exploration and production activities in two contract
areas, with net acreage holdings totaling 0.1 million acres.
Colombia
A total of 0.2 million net acres onshore were held by Exxon at year-end 1993,
with 1.3 net exploration and development wells being completed during the year.
One concession in the Provincia field reverted to the Government during 1993.
WORLDWIDE EXPLORATION
Exploration activities were underway during 1993 in several areas in which
Exxon has no established production operations. A total of 25.5 million net
acres were held at year-end 1993, and 3.2 net exploration wells were completed
during the year.
ITEM 3. LEGAL PROCEEDINGS.
On October 1, 1992, the U.S. Environmental Protection Agency ("EPA") issued a
Complaint, Compliance Order, and Opportunity for Hearing to the registrant. The
Complaint alleged that the registrant was late in filing certain financial
assurance letters under the Resource Conservation and Recovery Act and proposed
a civil penalty of $461,050. The registrant has executed a settlement agreement
with the EPA which was approved by the Administrative Law Judge on October 28,
1993. Under the settlement, the registrant paid a civil penalty of $150,000.
8
Refer to the relevant portions of Note 14 on pages F15 and F16 of the
accompanying financial section of the 1993 Annual Report to shareholders for
further information on legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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EXECUTIVE OFFICERS OF THE REGISTRANT [pursuant to Instruction 3 to Regulation
S-K, Item 401(b)].
AGE AS OF
MARCH 31,
NAME 1994 TITLE (HELD OFFICE SINCE)
---- --------- -----------------------------------------------
L. R. Raymond........... 55 Chairman of the Board (1993)
C. R. Sitter............ 63 President (1993)
C. M. Harrison.......... 63 Senior Vice President (1992)
E. J. Hess.............. 60 Senior Vice President (1993)
R. E. Wilhelm........... 53 Senior Vice President (1990)
D. L. Baird, Jr. ....... 49 Secretary (1990)
E. R. Cattarulla........ 62 Vice President -- Public Affairs (1990)
W. B. Cook.............. 58 Vice President and Controller (1994)
R. Dahan................ 52 Vice President (1992)
S. F. Goldmann.......... 49 General Manager -- Corporate Planning (1993)
G. L. Graves............ 55 Vice President -- Environment and Safety (1993)
R. P. Larkins........... 61 Vice President (1990)
H. J. Longwell.......... 52 Vice President (1992)
T. J. McDonagh, M.D..... 62 Vice President -- Medicine and Occupational
Health (1981)
R. B. Nesbitt........... 60 Vice President (1992)
W. D. O'Brien........... 63 Vice President and General Tax Counsel (1989)
C. K. Roberts........... 64 Vice President and General Counsel (1993)
E. A. Robinson.......... 60 Vice President and Treasurer (1983)
D. S. Sanders........... 54 Vice President -- Human Resources (1994)
D. E. Smiley............ 62 Vice President -- Washington Office (1978)
J. L. Thompson.......... 54 Vice President (1991)
T. P. Townsend.......... 57 Vice President -- Investor Relations (1990)
For at least the past five years, Messrs. Raymond, Sitter, Cattarulla,
McDonagh, O'Brien, Robinson, Smiley and Townsend have been employed as
executives of the registrant.
9
The following executive officers of the registrant have also served as
executives of the subsidiaries, affiliates or divisions of the registrant shown
opposite their names during the five years preceding December 31, 1993.
Exxon Chemical Company....... Baird, Nesbitt and Sanders
Exxon Coal and Minerals Com- Larkins
pany.........................
Exxon Company, International. Cook, Dahan, Graves, Hess, Longwell,
Thompson and Wilhelm
Exxon Company, U.S.A......... Goldmann, Harrison, Larkins, Longwell, Roberts
and Sanders
Exxon Exploration Company.... Thompson
Officers are generally elected by the Board of Directors at its meeting on
the day of each annual election of directors, each such officer to serve until
his or her successor has been elected and qualified.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS.
Incorporated by reference to the quarterly information which appears on page
F21 of the accompanying financial section of the 1993 Annual Report to
shareholders.
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated by reference to page F3 of the accompanying financial section of
the 1993 Annual Report to shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Incorporated by reference to pages F4 through F7 of the accompanying
financial section of the 1993 Annual Report to shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to the Index to Financial Statements on page 14 of this
Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Incorporated by reference to the relevant portions of pages 4 through 7
(excluding the portion of page 7 entitled "Transactions with Management") of
the registrant's definitive proxy statement dated March 4, 1994.
10
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference to the fifth through eighth paragraphs of page 2,
and pages 8 through 11 (excluding the portion of page 11 entitled "Board
Compensation Committee Report on Executive Compensation") of the registrant's
definitive proxy statement dated March 4, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference to the relevant portions of pages 4 through 7
(excluding the portion of page 7 entitled "Transactions with Management") of
the registrant's definitive proxy statement dated March 4, 1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference to the portion of page 7 entitled "Transactions
with Management" of the registrant's definitive proxy statement dated March 4,
1994.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) and (a) (2) Financial Statements:
See Index to Financial Statements and Financial Statement Schedules on
page 14 of this Annual Report on Form 10-K.
(a)(3) Exhibits:
See Index to Exhibits on page 19 of this Annual Report on Form 10-K.
(b)Reports on Form 8-K.
The registrant did not file any reports on Form 8-K during the last
quarter of 1993.
11
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
EXXON CORPORATION
/s/ LEE R. RAYMOND
By: _________________________________
(Lee R. Raymond,
Chairman of the Board)
Dated March 11, 1994
----------------
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS RICHARD E.
GUTMAN, FRANK A. RISCH AND RICHARD A. ROSENBERG, AND EACH OF THEM, HIS OR HER
TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION
AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD, IN
ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS ANNUAL REPORT ON
FORM 10-K, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS
IN CONECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING
UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT
OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-
IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS OR HER SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
----------------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
/s/ LEE R. RAYMOND Chairman of the Board March 11, 1994
- ------------------------------------------- (Principal Executive Officer)
(Lee R. Raymond)
/s/ RANDOLPH W. BROMERY Director March 11, 1994
- -------------------------------------------
(Randolph W. Bromery)
/s/ D. WAYNE CALLOWAY Director March 11, 1994
- -------------------------------------------
(D. Wayne Calloway)
/s/ JESS HAY Director March 11, 1994
- -------------------------------------------
(Jess Hay)
/s/ WILLIAM R. HOWELL Director March 11, 1994
- -------------------------------------------
(William R. Howell)
12
/s/ LORD LAING OF DUNPHAIL Director March 11, 1994
- -------------------------------------------
(Lord Laing of Dunphail)
/s/ PHILIP E. LIPPINCOTT Director March 11, 1994
- -------------------------------------------
(Philip E. Lippincott)
/s/ MARILYN CARLSON NELSON Director March 11, 1994
- -------------------------------------------
(Marilyn Carlson Nelson)
/s/ CHARLES R. SITTER Director March 11, 1994
- -------------------------------------------
(Charles R. Sitter)
/s/ JOHN H. STEELE Director March 11, 1994
- -------------------------------------------
(John H. Steele)
/s/ ROBERT E. WILHELM Director March 11, 1994
- -------------------------------------------
(Robert E. Wilhelm)
/s/ JOSEPH D. WILLIAMS Director March 11, 1994
- -------------------------------------------
(Joseph D. Williams)
/s/ W. B. COOK Controller (Principal March 11, 1994
- ------------------------------------------- Accounting Officer)
(W. B. Cook)
/s/ E. A. ROBINSON Treasurer (Principal March 11, 1994
- ------------------------------------------- Financial Officer)
(E. A. Robinson)
13
INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon of
Price Waterhouse dated February 23, 1994, appearing on pages F8 to F20; the
Quarterly Information appearing on page F21; and the Supplemental Information
on Oil and Gas Exploration and Production Activities appearing on pages F22 to
F26 of the accompanying financial section of the 1993 Annual Report to
shareholders are incorporated in this Annual Report on Form 10-K as Exhibit 13.
With the exception of the aforementioned information, no other data appearing
in the accompanying financial section of the 1993 Annual Report to shareholders
is deemed to be filed as part of this Annual Report on Form 10-K under Item 8.
The following Consolidated Financial Statement Schedules should be read in
conjunction with the accompanying financial section of the 1993 Annual Report
to shareholders. Consolidated Financial Statement Schedules not included with
this Annual Report on Form 10-K have been omitted because they are not
applicable or the required information is shown in the consolidated financial
statements or notes thereto.
SUPPLEMENTAL FINANCIAL INFORMATION
PAGE
----
Property, Plant and Equipment (Schedule V)................................ 16
Accumulated Depreciation, Depletion and Amortization of Property, Plant
and Equipment (Schedule VI).............................................. 17
Short-term Borrowings (Schedule IX)....................................... 18
Supplementary Income Statement Information (Schedule X)................... 18
REPORT OF INDEPENDENT ACCOUNTANTS ON
THE SUPPLEMENTAL FINANCIAL INFORMATION
To the Board of Directors of Exxon Corporation
Our audits of the consolidated financial statements referred to in our report
dated February 23, 1994 appearing on page F11 of the accompanying financial
section of the 1993 Annual Report to shareholders of Exxon Corporation (which
report and consolidated financial statements are incorporated as Exhibit 13)
also included an audit of the Supplemental Financial Information listed above.
In our opinion, this Supplemental Financial Information presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
As discussed in note 2 to the consolidated financial statements, the
corporation changed its method of accounting for postretirement benefits other
than pensions and for income taxes in 1992.
Price Waterhouse
Dallas, Texas
February 23, 1994
14
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, Inc.
(formerly Exxon Shipping Company)
of our report dated February 23, 1994 appearing on page F11 of the accompanying
financial section of the 1993 Annual Report to shareholders of Exxon
Corporation which is incorporated as Exhibit 13 in this Annual Report on Form
10-K. We also consent to the incorporation by reference of our report on the
Supplemental Financial Information, which appears on page 14 of this Annual
Report on Form 10-K.
Price Waterhouse
Dallas, Texas
March 11, 1994
15
EXXON CORPORATION
PROPERTY, PLANT AND EQUIPMENT (SCHEDULE V)
1993, 1992 AND 1991(1)
(EXPRESSED IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OTHER
BALANCE AT RETIRE- FOREIGN ADDITIONS BALANCE
BEGINNING ADDITIONS MENTS EXCHANGE AND/OR AT CLOSE
CLASSIFICATION OF YEAR AT COST OR SALES EFFECTS (DEDUCTIONS) OF YEAR
- --------------------------------------------------------------------------------------
1993
----
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $ 62,609 $3,231 $2,444 $ (931) $(334) $ 62,131
Refining and Marketing. 28,166 2,161 1,710 (851) 337 28,103
-------- ------ ------ ------- ----- --------
Total Petroleum and
Natural Gas.......... 90,775 5,392 4,154 (1,782) 3 90,234
Chemicals............... 9,048 542 219 (222) 6 9,155
Other................... 10,915 985 139 (6) (9) 11,746
-------- ------ ------ ------- ----- --------
Total................. $110,738 $6,919 $4,512 $(2,010) -- $111,135
======== ====== ====== ======= ===== ========
1992
----
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $ 64,505 $3,517 $2,209 $(3,927) $ 723 $ 62,609
Refining and Marketing. 28,570 2,169 725 (1,885) 37 28,166
-------- ------ ------ ------- ----- --------
Total Petroleum and
Natural Gas.......... 93,075 5,686 2,934 (5,812) 760 90,775
Chemicals............... 9,041 594 169 (416) (2) 9,048
Other................... 10,324 858 300 (42) 75 10,915
-------- ------ ------ ------- ----- --------
Total................. $112,440 $7,138 $3,403 $(6,270) $ 833(2) $110,738
======== ====== ====== ======= ===== ========
1991
----
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $ 62,188 $3,709 $1,240 $ (252) $ 100 $ 64,505
Refining and Marketing. 27,398 1,926 582 (101) (71) 28,570
-------- ------ ------ ------- ----- --------
Total Petroleum and
Natural Gas.......... 89,586 5,635 1,822 (353) 29 93,075
Chemicals............... 8,594 575 97 (29) (2) 9,041
Other................... 9,419 1,052 121 1 (27) 10,324
-------- ------ ------ ------- ----- --------
Total................. $107,599 $7,262 $2,040 $ (381) -- $112,440
======== ====== ====== ======= ===== ========
- ---------------------
Notes:
(1) Reference is made to page F11 of the accompanying financial section of the
1993 Annual Report to shareholders for a description of the accounting for
property, plant and equipment.
(2) The total for 1992 reflects the property, plant and equipment gross-up,
effective January 1, 1992, associated with implementation of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
16
EXXON CORPORATION
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT (SCHEDULE VI)
1993, 1992 AND 1991(1)
(EXPRESSED IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DEDUCTIONS
FOR BALANCE
BALANCE AT ADDITIONS RETIRE- FOREIGN OTHER ADDITIONS AT
BEGINNING CHARGED TO MENTS AND EXCHANGE AND/OR CLOSE
CLASSIFICATION OF YEAR INCOME(2) SALES EFFECTS (DEDUCTIONS)(3) OF YEAR
- -------------------------------------------------------------------------------------------
1993
----
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $29,729 $2,803 $2,069 $ (381) $(214) $29,868
Refining and Marketing. 12,268 1,088 1,282 (396) 240 11,918
------- ------ ------ ------- ----- -------
Total Petroleum and
Natural Gas.......... 41,997 3,891 3,351 (777) 26 41,786
Chemicals............... 4,033 382 167 (98) (1) 4,149
Other................... 2,909 422 93 -- -- 3,238
------- ------ ------ ------- ----- -------
Total................. $48,939 $4,695 $3,611 $ (875) $ 25 $49,173
======= ====== ====== ======= ===== =======
1992
----
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $29,623 $3,099 $1,509 $(1,632) $ 148 $29,729
Refining and Marketing. 12,397 1,103 466 (732) (34) 12,268
------- ------ ------ ------- ----- -------
Total Petroleum and
Natural Gas.......... 42,020 4,202 1,975 (2,364) 114 41,997
Chemicals............... 3,935 381 109 (170) (4) 4,033
Other................... 2,621 416 203 (11) 86 2,909
------- ------ ------ ------- ----- -------
Total................. $48,576 $4,999 $2,287 $(2,545) $196 $48,939
======= ====== ====== ======= ===== =======
1991
----
Petroleum and Natural
Gas:
Exploration and Produc-
tion.................. $27,250 $3,007 $ 651 $ (120) $ 137 $29,623
Refining and Marketing. 11,644 1,143 324 (42) (24) 12,397
------- ------ ------ ------- ----- -------
Total Petroleum and
Natural Gas.......... 38,894 4,150 975 (162) 113 42,020
Chemicals............... 3,644 361 60 (9) (1) 3,935
Other................... 2,373 354 20 -- (86) 2,621
------- ------ ------ ------- ----- -------
Total................. $44,911 $4,865 $1,055 $ (171) $ 26 $48,576
======= ====== ====== ======= ===== =======
- ---------------------
Notes:
(1) Reference is made to page F11 of the accompanying financial section of the
1993 Annual Report to shareholders for a description of the accounting for
depreciation, depletion and amortization.
(2) Depreciation and depletion (page F9 of the accompanying financial section
of the 1993 Annual Report to shareholders) was comprised of:
1993 1992 1991
------ ------ ------
Additions charged to income, as above............... $4,695 $4,999 $4,865
Amortization of intangibles......................... 64 72 70
Losses (Gains) on retirements....................... 125 (27) (111)
------ ------ ------
$4,884 $5,044 $4,824
====== ====== ======
(3) Reflects transfers among functions and net charges and reclassifications to
other balance sheet accounts.
17
EXXON CORPORATION
SHORT-TERM BORROWINGS (SCHEDULE IX)
1993, 1992 AND 1991
(EXPRESSED IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MAXIMUM AVERAGE WEIGHTED
BALANCE WEIGHTED AMOUNT AMOUNT AVERAGE
AT AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
CLOSE INTEREST DURING THE DURING THE DURING THE
OF YEAR RATE YEAR(1) YEAR(1) YEAR(2)
- -------------------------------------------------------------------------------
1993
----
Banks and Bankers....... $1,189 5.6% $1,489 $1,265 6.6%
Holders of Commercial
Paper.................. 1,891 3.3% 2,895 2,472 3.2%
1992
----
Banks and Bankers....... $1,478 6.6% $1,478 $1,078 9.7%
Holders of Commercial
Paper.................. 2,761 3.6% 3,358 2,742 3.6%
1991
----
Banks and Bankers....... $ 795 11.1% $1,585 $1,120 10.4%
Holders of Commercial
Paper.................. 3,267 5.0% 3,790 2,802 6.1%
- ---------------------
Notes:
(1) Determined from monthly balances.
(2) Represents the ratio of actual interest to average borrowings outstanding.
EXXON CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION (SCHEDULE X)
FOR YEARS 1993, 1992 AND 1991
(EXPRESSED IN MILLIONS OF DOLLARS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CHARGED TO COSTS AND
EXPENSES
-----------------------
DESCRIPTION 1993 1992 1991
- -------------------------------------------------------------------------------
Maintenance and repairs................................ $ 2,753 $ 2,877 $ 2,893
Sales, use, value-added and turnover taxes............. 16,055 17,557 16,899
Specific taxes on petroleum industry................... 1,174 1,305 1,328
18
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.
10(iii)(a). Registrant's 1993 Incentive Program (incorporated by
reference to pages 22 through 27 of the registrant's
definitive proxy statement dated March 5, 1993).*
10(iii)(b). Registrant's Plan for Deferral of Nonemployee Director
Compensation and Fees, as amended.*
10(iii)(c). Registrant's Restricted Stock Plan for Nonemployee
Directors.*
10(iii)(d). Supplemental life insurance (incorporated by reference to
Exhibit 10(iii)(d) to the registrant's Annual Report on
Form 10-K for 1992).*
10(iii)(e). Registrant's Short Term Incentive Program.*
12. Computation of ratio of earnings to fixed charges.
13. Financial Section of the registrant's 1993 Annual Report
to shareholders.
21. Subsidiaries of the registrant.
23. Consent of Independent Accountants (contained on page 15
of this Annual Report on Form 10-K).
- --------
* Compensatory plan or arrangement required to be identified pursuant to Item
14(a)(3) of this Annual Report on Form 10-K.
The registrant has not filed with this report copies of the instruments
defining the rights of holders of long-term debt of the registrant and its
subsidiaries for which consolidated or unconsolidated financial statements are
required to be filed. The registrant agrees to furnish a copy of any such
instrument to the Securities and Exchange Commission upon request.
19