FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended June 30, 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) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of June 30,1994 _______________________________ ________________________________ Common stock, without par value 1,241,414,948 EXXON CORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1994 INDEX PART I. FINANCIAL INFORMATION Page Number Item 1. Financial Statements Condensed Consolidated Statement of Income 3 Three and six months ended June 30, 1994 and 1993 Condensed Consolidated Balance Sheet 4 As of June 30, 1994 and December 31, 1993 Condensed Consolidated Statement of Cash Flows 5 Six months ended June 30, 1994 and 1993 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 13 Signature 14 -2- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS EXXON CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (millions of dollars) Three Months Ended Six Months Ended June 30, June 30, __________________ _________________ 1994 1993 1994 1993 REVENUE _______ _______ _______ ______ Sales and other operating revenue, including excise taxes $27,102 $27,604 $52,726 $54,501 Earnings from equity interests and other revenue 217 348 557 713 ______ ______ ______ ______ Total revenue 27,319 27,952 53,283 55,214 COSTS AND OTHER DEDUCTIONS ______ ______ ______ ______ Crude oil and product purchases 11,488 11,713 21,743 23,549 Operating expenses 3,144 3,196 6,214 6,265 Selling, general and administrative expenses 1,735 1,762 3,351 3,370 Depreciation and depletion 1,233 1,236 2,522 2,430 Exploration expenses, including dry holes 135 147 273 276 Interest expense 107 190 408 341 Excise taxes 2,856 2,902 5,597 5,660 Other taxes and duties 5,146 4,984 9,938 9,566 Income applicable to minority and preferred interests 38 58 92 123 ______ ______ ______ ______ Total costs and other deductions 25,882 26,188 50,138 51,580 ______ ______ ______ ______ INCOME BEFORE INCOME TAXES 1,437 1,764 3,145 3,634 Income taxes 552 529 1,100 1,214 ______ ______ ______ ______ NET INCOME $ 885 $ 1,235 $ 2,045 $ 2,420 ====== ====== ====== ====== Net income per common share*, $ 0.70 $ 0.98 $ 1.62 $ 1.92 Dividends per common share $ 0.72 $ 0.72 $ 1.44 $ 1.44 Average number common shares outstanding (millions) 1,241.6 1,241.9 1,241.7 1,241.8 * Computed as income less dividends on preferred stock divided by the average number of common shares outstanding. -3- EXXON CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (millions of dollars) June 30, Dec. 31, 1994 1993 _______ _______ ASSETS Current assets Cash and cash equivalents $ 1,879 $ 983 Other marketable securities 242 669 Notes and accounts receivable - net 7,203 6,860 Inventories Crude oil, products and merchandise 4,631 4,616 Materials and supplies 838 856 Prepaid taxes and expenses 1,193 875 _______ _______ Total current assets 15,986 14,859 Property, plant and equipment - net 62,443 61,962 Investments and other assets 7,673 7,324 _______ _______ TOTAL ASSETS $86,102 $84,145 ======= ======= LIABILITIES Current liabilities Notes and loans payable $ 4,116 $ 4,109 Accounts payable and accrued liabilities 12,729 12,122 Income taxes payable 2,044 2,359 _______ _______ Total current liabilities 18,889 18,590 Long-term debt 8,754 8,506 Annuity reserves, deferred credits and other liabilities 22,598 22,257 _______ _______ TOTAL LIABILITIES 50,241 49,353 _______ _______ SHAREHOLDERS' EQUITY Preferred stock, without par value: Authorized:200 million shares Issued: 16 million shares(Convertible,Class A) Outstanding:11 million shares at June 30,1994 612 13 million shares at Dec. 31,1993 668 Guaranteed LESOP obligation (614) (716) Common stock, without par value: Authorized: 2,000 million shares Issued: 1,813 million shares 2,822 2,822 Earnings reinvested 49,606 49,365 Cumulative foreign exchange translation adjustment 459 (370) Common stock held in treasury: 571 million shares at June 30, 1994 (17,024) 571 million shares at Dec. 31, 1993 (16,977) _______ _______ TOTAL SHAREHOLDERS' EQUITY 35,861 34,792 _______ _______ TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $86,102 $84,145 ======= ======= The number of shares of common stock issued and outstanding at June 30, 1994 and December 31, 1993 were 1,241,414,948 and 1,241,737,220, respectively. -4- EXXON CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (millions of dollars) Six Months Ended ____June 30,___ 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES ______ _____ Net income $2,045 $2,420 Depreciation and depletion 2,522 2,430 Changes in operational working capital, excluding cash and debt (64) 145 All other items - net (85) 305 ______ ______ Net Cash Provided By Operating Activities 4,418 5,300 ______ ______ CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions and additions to property, plant and equipment (2,998) (3,126) Sales of subsidiaries and property, plant and equipment 667 443 Other investing activities - net 653 142 ______ ______ Net Cash Used In Investing Activities (1,678) (2,541) ______ ______ NET CASH GENERATION BEFORE FINANCING ACTIVITIES 2,740 2,759 ______ ______ CASH FLOWS FROM FINANCING ACTIVITIES Additions to long-term debt 735 374 Reductions in long-term debt (301) (116) Additions/(reductions) in short-term debt - net (121) 29 Cash dividends to Exxon shareholders (1,812) (1,816) Cash dividends to minority interests (301) (143) Additions/(reductions) to minority interests and sales/(redemptions) of affiliate preferred stock 40 (477) Acquisitions of Exxon shares - net (103) (108) ______ _____ Net Cash Used In Financing Activities (1,863) (2,257) ______ ______ Effects Of Exchange Rate Changes On Cash 19 (13) ______ ______ Increase/(Decrease) In Cash And Cash Equivalents 896 489 Cash And Cash Equivalents At Beginning Of Period 983 898 ______ ______ CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,879 $1,387 ====== ====== SUPPLEMENTAL DISCLOSURES Income taxes paid $1,272 $1,131 Cash interest paid $ 330 $ 362 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: These condensed consolidated financial statements should be read in the context of the consolidated financial statements and notes thereto filed with the S.E.C. in the corporation's 1993 Annual Report on Form 10-K. In the opinion of the corporation, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein. All such adjustments are of a normal recurring nature. The corporation's exploration and production activities are accounted for under the "successful efforts" method. -5- EXXON CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FUNCTIONAL EARNINGS SUMMARY Second Quarter First Six Months _____________ _________________ 1994 1993 1994 1993 Petroleum and natural gas ____ ____ ____ ____ Exploration and production (millions of dollars) United States $ 206 $ 262 $ 451 $ 490 Non-U.S. 397 499 987 1,167 Refining and marketing United States (1) 113 38 134 Non-U.S. 202 333 551 610 _____ _____ ______ _____ Total petroleum and natural gas 804 1,207 2,027 2,401 Chemicals United States 110 50 202 137 Non-U.S. 80 36 137 72 Other operations 64 48 122 96 Corporate and financing (173) (106) (443) (286) _____ _____ _____ _____ NET INCOME $ 885 $ 1,235 $2,045 $2,420 ===== ===== ===== ===== SECOND QUARTER 1994 COMPARED WITH SECOND QUARTER 1993 Exxon Corporation estimated second quarter 1994 net income at $885 million, equal to $0.70 per share. Comparable second quarter 1993 earnings were $1,025 million, or $0.81 per share, excluding $210 million of tax credits and gains on asset sales. Exxon's second quarter results benefited from increasing production and sales volumes in all segments of the business. However, both upstream and downstream petroleum earnings experienced declines relative to last year because of lower average, but rising, crude oil prices during the quarter. Earnings from exploration and production were lower because the depressed world crude oil market kept average crude oil realizations below last year's level. At the same time, refining and marketing earnings were also reduced because rising crude oil costs during the quarter were not matched by equivalent increases in world market prices for refined products. Crude production increased as a result of new developments in the North Sea and Alaska. Natural gas sales were higher in the U.S., Europe and the Far East. Worldwide petroleum product sales increased as a result of higher demand for clean products and specialties in the U.S., Europe and the Far East. Chemical sales and margins both improved in the second quarter. As a result, Chemical earnings in the quarter more than doubled from a year ago, and have now improved for four consecutive quarters. Exxon continued to emphasize reductions in operating costs. Additional steps to further streamline operations in the U.S. and Canada were announced. -6- EXXON CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) OTHER COMMENTS ON SECOND QUARTER COMPARISON SECOND QUARTER 1994 COMPARED WITH SECOND QUARTER 1993 (Continued) As discussed in Part II, Item 1 of this Form 10-Q, a number of lawsuits, including class actions, relating to the Valdez accident have been brought against the corporation and certain of its subsidiaries. In phase II-A of the federal civil litigation currently being tried in the United States District Court for the District of Alaska, the jury returned a verdict on August 11, 1994 finding that fisher plaintiffs were damaged in the amount of $286.8 million. No charge was taken in second quarter 1994 earnings as a result of this award. Because this award is subject to a number of adjustments by the court, including a reduction to reflect payments already made by the corporation to many of these plaintiffs,and possibly to additional legal proceedings, it is not possible to estimate what the ultimate earnings impact will be. The final cost to the corporation from this federal civil litigation and the other pending lawsuits is not possible to predict; however it is believed the final outcome is unlikely to have a materially adverse effect upon the corporation's operations, financial condition or liquidity OTHER COMMENTS ON SECOND QUARTER COMPARISON During the second quarter 1994, worldwide production earnings were negatively impacted by crude prices which were on average more than $2.00 per barrel below the prior year. However, natural gas earnings improved as new developments and higher demand supported growth in production. Crude production in the second quarter 1994 was 1,712 kbd (thousand barrels per day) up from 1,649 kbd the prior year. The increase resulted from higher production levels in the North Sea and Alaska. Worldwide natural gas production of 5,394 mcfd (million cubic feet per day) increased 15 percent compared to the second quarter 1993. Second quarter earnings from U.S. exploration and production operations were $206 million, compared with $262 million in 1993. Earnings from exploration and production operations outside the U.S. totaled $397 million, compared with $499 million in the second quarter of last year. Petroleum product margins were negatively affected this year as product pricesdid not keep pace with increases in crude supply costs, while in the second quarter 1993 petroleum product margins benefited from declining crude costs. Earnings from worldwide refining and marketing operations totaled $201 million in the second quarter 1994 compared with $446 million in the second quarter 1993. Worldwide petroleum product sales volumes of 4,942 kbd rose by 2 percent compared to the second quarter of last year Sales increases were in clean products. Second quarter worldwide chemical earnings of $190 million more than doubled last year's level. Earnings benefited from increased sales, improved margins and lower operating costs. Product sales volumes of 3,304 kt (thousand tons) were up 4 percent over last year's quarter. -7- EXXON CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) OTHER COMMENTS ON SECOND QUARTER COMPARISON (Continued) Earnings from other operating segments totaled $64 million, up from $48 million in the second quarter 1993. Copper prices and coal production were higher. Corporate and financing expenses of $173 million compared with $106 million in the second quarter of last year, which included a $104 million benefit from non-recurring credits. Net income in the second quarter of 1993 included credits totaling $210 million from tax rate changes and asset dispositions. Revenue for the second quarter totaled $27,319 million, compared with $27,952 million in the second quarter 1993. Capital and exploration expenditures of $1,959 million compared to $2,138 million in the second quarter 1993. During the second quarter of 1994, Exxon purchased 1.0 million shares of its stock for the treasury at a cost of $61 million. FIRST SIX MONTHS 1994 COMPARED WITH FIRST SIX MONTHS 1993 Net income of $2,045 million in the first half of 1994 compared with $2,420 million in 1993. Net income in 1993 included $257 million of net special credits, while the first six months of 1994 included $66 million of tax related credits. Worldwide crude prices were weaker in 1994, down over $3.00 per barrel on average from 1993. Earnings from U.S. exploration and production operations were $451 million, compared with $490 million in the first half of last year. Lower operating costs and improvements in U.S. natural gas market conditions, including higher prices and sales volumes, provided some offset to lower crude prices. Earnings from exploration and production operations outside the U.S. were $987 million in 1994, compared with $1,167 million the prior year. Worldwide crude production of 1,728 kbd in 1994 was up from 1,662 kbd in 1993,principally as a result of increased production in the North Sea and Alaska. Natural gas production of 6,331 mcfd rose by 454 mcfd versus 1993 largely due to increased production from new developments in the U.S. and the Far East and improved demand in Europe. As a result of the rise in crude costs in the second quarter of 1994, petroleum product margins for the first half of this year were on average weaker than during the first half of 1993. In addition, an increase in scheduled refinery maintenance activities this year reduced refining earnings. Worldwide refining and marketing earnings for the first half of 1994 totaled $589 million versus $744 million last year. Petroleum product sales volumes of 4,951 kbd rose from 4,850 kbd in the first half of last year, with increases in most major markets including the U.S., Canada, Europe, Latin America, and the Far East. Earnings from worldwide chemical operations totaled $339 million in 1994, an increase of over 60 percent from the first six months of last year. Margins in 1994 were higher than the previous year and sales volumes totaled 6,572 kt, up from 6,392 kt in 1993. -8- EXXON CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) FIRST SIX MONTHS 1994 COMPARED WITH FIRST SIX MONTHS 1993 (Continued) Other operations earned $122 million in the first half of 1994, up from $96 million in 1993, primarily as a result of higher copper prices and coal production. Corporate and financing charges of $443 million in the first half of 1994, compared with $286 million in 1993 which included $131 million of tax credits. Net cash generation before financing activities was $2,740 million in the first half of 1994 versus $2,759 million in the same period last year. Operating activities provided net cash of $4,418 million, a decrease of $882 million from 1993's first half, due mainly to lower net income and changes in operational working capital. Investing activities used net cash of $1,678 million, or $863 million less than a year ago, primarily due to higher proceeds from asset dispositions. Net cash used in financing activities was $1,863 million in the first half of 1994 versus $2,257 million for the year-ago period. The decrease of $394 million mainly reflects the absence of the redemption of preferred securities by an affiliate in 1993. Net outlays for treasury share acquisitions were $103 million versus $108 million in the same period last year. During the first half of 1994, a total of 2.3 million shares were acquired at a cost of $147 million. Purchases are made in the open market and through negotiated transactions. Purchases may be discontinued at any time. Capital and exploration expenditures totaled $3,536 million in this year's first half, down $178 million from a year ago, reflecting in part the completion of several major development projects in 1993. Total debt of $12.9 billion at June 30, 1994 was $0.3 billion higher than the level at year-end 1993. The corporation's debt to capital ratio was 25.3 percent at the end of the first six months of 1994, unchanged from year-end 1993. Over the twelve months ended June 30, 1994, return on average shareholders' equity was 14.0 percent. Return on average capital employed, which includes debt, was 11.1 percent over the same time period. Although the corporation accesses financial markets from time to time, internally generated funds cover the majority of its financial requirements. The corporation, as part of its ongoing asset management program, continues to evaluate its mix of assets for potential upgrade. Because of the ongoing nature of this program, dispositions will continue to be made from time to time which will result in either gains or losses. -9- EXXON CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Concluded) SPECIAL ITEMS _____________ Second Quarter First Six Months ______________ ________________ 1994 1993 1994 1993 (millions of dollars) EXPLORATION & PRODUCTION Non-U.S. Primarily asset dispositions - - - $20 Primarily tax related - $82 $66 82 REFINING AND MARKETING United States Primarily asset dispositions - 43 - 43 Non-U.S. Primarily asset dispositions - (32) - (32) OTHER OPERATIONS Primarily tax related - 13 - 13 CORPORATE & FINANCING Primarily tax related - 104 - 131 ___ ____ ____ ____ TOTAL - $210 $ 66 $257 === ==== ==== ==== -10- PART II - OTHER INFORMATION EXXON CORPORATION FOR THE QUARTER ENDED JUNE 30, 1994 Item 1. Legal Proceedings ______ _________________ As previously reported, a number of lawsuits, including class actions, have been brought in various courts against Exxon Corporation and certain of its subsidiaries relating to the release of crude oil from the tanker Exxon Valdez in 1989. Most of these lawsuits seek unspecified compensatory and punitive damages; several lawsuits seek damages in varying specified amounts. The claims of many individuals have been dismissed or settled. Civil trial in the United States District Court for the District of Alaska for most of the remaining actions commenced on May 2, 1994. On June 13, 1994, at the conclusion of the first of four phases of the trial, the jury determined that the defendants acted recklessly and therefore could be liable for punitive damages. On August 11, 1994, the jury returned a verdict in phase II-A of the trial finding that fisher plaintiffs were damaged in the amount of $286.8 million. This award is subject to a number of adjustments by the court, including a reduction to reflect payments already made by the corporation to many of these plaintiffs, and possibly to additional legal proceedings. On July 15, 1994, an agreement was reached with counsel for the Alaska Native class providing for a partial settlement of the Native class claims arising from the Exxon Valdez oil spill. If approved by the court, this partial settlement will require the corporation to pay $20 million to resolve the Native class claims for replacement cost of lost subsistence harvests resulting from the oil spill. Those claims had been scheduled to be tried in phase II-B of the trial. In phase III, the jury will determine the amount of punitive damages, if any, to be assessed against the corporation. The corporation continues to believe that it should not be liable for any punitive damages. If punitive damages are awarded, the corporation intends to pursue all means of recourse available to it. Phase IV will be a separate proceeding to deal with certain claims for compensatory damages not addressed in prior phases. The total amount of these claims has not yet been specified. Trial in Alaska state court for damages to certain lands commenced on June 20, 1994. The damages claimed in this trial total approximately $120 million. There are a number of additional cases pending in Alaska state court that are not yet set for trial. -11- PART II - OTHER INFORMATION EXXON CORPORATION FOR THE QUARTER ENDED JUNE 30, 1994 Item 4. Submission of Matters to a Vote of Security Holders ______ ___________________________________________________ At the annual meeting of shareholders on April 27, 1994, the following proposals were voted upon: Concerning Election of Directors Votes Votes Nominees for Director Cast For Withheld _____________________ ___________ _________ Randolph W. Bromery 991,705,590 8,126,395 D. Wayne Calloway 992,337,613 7,494,372 Jess Hay 992,234,875 7,597,110 William R. Howell 992,351,838 7,480,147 Philip E. Lippincott 992,394,611 7,437,373 Marilyn Carlson Nelson 991,416,633 8,415,352 Lee R. Raymond 991,911,460 7,920,525 Charles R. Sitter 992,246,639 7,585,346 John H. Steele 991,564,122 8,267,863 Robert E. Wilhelm 991,873,873 7,958,111 Joseph D. Williams 992,267,493 7,564,492 Concerning Ratification of Appointment of Independent Accountants Votes Cast For: 986,879,501 Votes Cast Against: 8,085,514 Abstentions: 4,866,968 Broker Non-Votes: N/A Concerning the Annual Meeting Date Votes Cast For: 34,444,597 Votes Cast Against: 822,686,592 Abstentions: 28,396,412 Broker Non-Votes: 114,304,384 Concerning Mining Operations Votes Cast For: 51,016,170 Votes Cast Against: 795,867,527 Abstentions: 38,643,903 Broker Non-Votes: 114,304,384 See also pages 4 through 7 and pages 14 through 16 of the registrant's definitive proxy statement dated March 4, 1994. -12- PART II - OTHER INFORMATION EXXON CORPORATION FOR THE QUARTER ENDED JUNE 30, 1994 Item 6. Exhibits and Reports on Form 8-K ______ ________________________________ a) Exhibits None b) Reports on Form 8-K The registrant has not filed any reports on Form 8-K during the quarter. -13- EXXON CORPORATION FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1994 SIGNATURE Pursuant to the requirements 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 Date: August 15, 1994 W. B. Cook ______________________________________ W. B. Cook, Vice President, Controller and Principal Accounting Officer -14-