1997
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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, 1997
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
incorporation or organization) Number)
5959 LAS COLINAS BOULEVARD, IRVING, TEXAS 75039-2298
(Address of principal executive offices) (Zip Code)
(972) 444-1000
(Registrant's telephone number, including area code)
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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 (2,449,656,715 SHARES
OUTSTANDING AT FEBRUARY 27, 1998) 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. X
----
The aggregate market value of the voting stock held by non-affiliates of the
registrant on February 27, 1998, based on the closing price on that date of
$63 3/4 on the New York Stock Exchange composite tape, was in excess of $156
billion.
DOCUMENTS INCORPORATED BY REFERENCE:
1997 ANNUAL REPORT TO SHAREHOLDERS (PARTS I, II AND IV)
PROXY STATEMENT DATED MARCH 18, 1998 (PART III)
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EXXON CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
TABLE OF CONTENTS
PAGE
NUMBER
------
PART I
Item 1. Business..................................................... 1-2
Item 2. Properties................................................... 2-8
Item 3. Legal Proceedings............................................ 8
Item 4. Submission of Matters to a Vote of Security Holders.......... 8
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...................................................... 9
Item 6. Selected Financial Data...................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk... 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.......................................................... 10
Signatures............................................................. 11-12
Index to Financial Statements.......................................... 13
Consent of Independent Accountants..................................... 13
Index to Exhibits...................................................... 14
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 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. Exxon is engaged in exploration for, and mining and sale of, coal
and other minerals. Exxon also has interests in electric power generation
facilities. Affiliates of Exxon conduct extensive research programs in support
of these businesses.
Exxon Corporation has five divisions and hundreds of affiliates, many with
names that include Exxon or Esso. For convenience and simplicity, in this
report the terms Exxon and Esso, as well as the terms corporation, company,
our, we and its, are sometimes used as abbreviated references to specific
affiliates or groups of affiliates. The precise meaning depends on the context
in question.
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.
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.
The operations and earnings of the corporation and its affiliates throughout
the world are also affected by local, regional and global events or conditions
that affect supply and demand for oil, natural gas and other Exxon products.
These events or conditions are generally not predictable and include, among
other things, the development of new supply sources; supply disruptions;
weather; international political events; technological advances; changes in
demographics and consumer preferences; and the competitiveness of alternative
energy sources or product substitutes. See also Page F5 of the accompanying
financial section of the 1997 Annual Report to shareholders for discussion of
the impact of market risks, inflation and other uncertainties.
In 1997, the corporation spent $1,566 million (of which $524 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 $1.5 billion in both 1998 and
1999 (with capital expenditures representing about 30 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 1997 Annual Report to shareholders.*
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*Only the data appearing on pages F1 and F3 through F27 of the accompanying
financial section of the 1997 Annual Report to shareholders, incorporated in
this report as Exhibit 13, are deemed to be filed as part of this Annual
Report on Form 10-K as indicated under Items 1, 2, 3, 5, 6, 7, 7A and 8 and
on page 13.
Projections, estimates and descriptions of Exxon's plans and objectives
included or incorporated in Items 1, 2 and 7 of this report are forward-
looking statements. Actual future project dates, production rates, capital
expenditures, costs and business plans could differ materially due to, among
other things, the outcome of commercial negotiations; changes in operating
conditions and costs; technical difficulties; and other factors discussed
above and elsewhere in this report.
ITEM 2. PROPERTIES.
Part of the information in response to this item and to the Securities
Exchange Act Industry Guide 2 is contained in the accompanying financial
section of the 1997 Annual Report to shareholders in Note 7, which note
appears on page F13, and on pages F3, and F22 through F27.
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 1997
Estimated proved reserves are shown on pages F24 and F25 of the accompanying
financial section of the 1997 Annual Report to shareholders. No major
discovery or other favorable or adverse event has occurred since December 31,
1997 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 1997
Annual Report to shareholders.
2. ESTIMATES OF TOTAL NET PROVED OIL AND GAS RESERVES FILED WITH OTHER FEDERAL
AGENCIES
During 1997, the company filed proved reserves estimates with the U.S.
Department of Energy on Forms EIA-23 and EIA-28. The information is consistent
with the 1996 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 1997 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 1997 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 1997 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 1997
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OIL GAS
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GROSS NET GROSS NET
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United States..................................... 17,365 5,948 4,580 1,932
Canada............................................ 6,028 4,014 4,928 2,749
Europe............................................ 1,443 421 1,034 353
Asia-Pacific...................................... 868 448 456 133
Other............................................. 785 100 14 5
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Total............................................ 26,489 10,931 11,012 5,172
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2
5. GROSS AND NET DEVELOPED ACREAGE
YEAR-END 1997
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GROSS NET
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(THOUSANDS OF ACRES)
United States........................................... 5,035 3,488
Canada.................................................. 3,109 1,426
Europe.................................................. 10,279 3,309
Asia-Pacific............................................ 4,047 1,556
Other................................................... 7,345 1,096
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Total.................................................. 29,815 10,875
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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 1997
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GROSS NET
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(THOUSANDS OF ACRES)
United States........................................... 6,269 4,534
Canada.................................................. 3,902 2,270
Europe.................................................. 12,420 5,430
Asia-Pacific............................................ 66,235 34,230
Other................................................... 55,634 22,486
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Total.................................................. 144,460 68,950
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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-
1969 and renewed for a second 21-year term in 1989-1990. Syncrude holds two
leases with current mining operations and four leases for future development.
All are approved for a 15-year third term based on regulatory approved
development plans. These third terms begin in 1997-2001. Other Athabasca
undeveloped leases began a second 21-year term in 1980-1987.
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 for a total license period of 24 to 36 years on no more than
half the license area. Recent licenses are typically for an initial period of
six to nine years, with a second term of 12 to 15 years which may be extended
a further 18 to 24 years. In the seventeenth license round, the initial period
is three years, with a second term of six years and a third term of 15 years
which can be extended a further 24 years if development approval is imminent.
3
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.
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 1994 law requires a bidding process prior to
granting of an exploration permit. Upon discovery of commercial hydrocarbons,
a production concession is granted for up to 50 years, renewable in periods of
25 years each.
Germany
Acreage holdings are generally concessions with indefinite periods subject
to minimum work commitments.
Australia
Onshore: Acreage terms are fixed by the individual state and territory
governments. These terms and conditions vary significantly between the states
and territories. Exploration permits are normally granted for four years with
possible renewals and relinquishments. Production licenses in South Australia
are granted for an initial term of 21 years, with subsequent renewals each for
21 years for the full area. Production licenses in Queensland are granted for
varying periods consistent with expected field lives, with renewals on a
similar basis.
Offshore: Acreage terms are fixed by the federal government. 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 one renewal of 21 years. Subsequent 21-year renewals are subject
to negotiation.
Malaysia
Exploration and production activities are governed by production sharing
contracts negotiated with the national oil company. The more recent contracts
have an overall term of 24 to 37 years with possible extensions to the
exploration or development periods. The exploration period is five to seven
years with the possibility of extensions, after which time areas with no
commercial discoveries must be relinquished. The development period is four to
five years from commercial discovery, with the possibility of extensions under
special circumstances. Areas from which commercial production has not started
by the end of the development period must be relinquished. The total
production period is 15 to 25 years from first commercial lifting, not to
exceed the overall term of the contract.
Thailand
The Exxon concessions and the Petroleum Act of 1972 allow production for 30
years (through 2021) with a possible ten-year extension at terms generally
prevalent at the time.
4
Azerbaijan
The production sharing agreement (PSA) for development of the Megastructure
is for an initial period of 30 years starting from the PSA execution date in
1994.
Republic of Yemen
Production sharing agreements (PSAs) 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 oil discovery, the
company is entitled to proceed with development and production operations
during the development period. The length of these periods and other specific
terms are negotiated prior to executing the production sharing agreement.
Existing production operations have a development period extending 20 years
from first commercial declaration made in November 1985 for the Marib PSA and
June 1995 for the Jannah PSA. In addition, agreement was reached in 1997 on
terms for participation in a potential liquified natural gas project utilizing
Marib gas reserves.
8. NUMBER OF NET PRODUCTIVE AND DRY WELLS DRILLED
1997 1996 1995
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A. Net Productive Exploratory Wells Drilled
United States.................................................. 9 7 5
Canada......................................................... 11 8 5
Europe......................................................... 9 7 9
Asia-Pacific................................................... 10 7 15
Other.......................................................... 2 2 2
--- --- ---
Total......................................................... 41 31 36
--- --- ---
B. Net Dry Exploratory Wells Drilled
United States.................................................. 4 5 5
Canada......................................................... 4 4 12
Europe......................................................... 8 9 7
Asia-Pacific................................................... 3 8 7
Other.......................................................... 3 2 2
--- --- ---
Total......................................................... 22 28 33
--- --- ---
C. Net Productive Development Wells Drilled
United States.................................................. 228 190 152
Canada......................................................... 424 356 339
Europe......................................................... 33 36 32
Asia-Pacific................................................... 54 31 40
Other.......................................................... 7 11 11
--- --- ---
Total......................................................... 746 624 574
--- --- ---
D. Net Dry Development Wells Drilled
United States.................................................. 15 13 7
Canada......................................................... 2 2 3
Europe......................................................... -- 2 1
Asia-Pacific................................................... -- 1 --
Other.......................................................... 1 1 --
--- --- ---
Total......................................................... 18 19 11
--- --- ---
Total number of net wells drilled.............................. 827 702 654
=== === ===
5
9. PRESENT ACTIVITIES
A. Wells Drilling -- Year-End 1997
GROSS NET
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United States...................................................... 98 59
Canada............................................................. 5 3
Europe............................................................. 60 21
Asia-Pacific....................................................... 16 7
Other.............................................................. 6 2
--- ---
Total............................................................. 185 92
=== ===
B. Review of Principal Ongoing Activities in Key Areas
UNITED STATES
During 1997, exploration activities were conducted 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 1997, Exxon's inventory of undeveloped acreage
totaled 4.5 million net acres. Exxon was active in areas onshore and
offshore in the lower 48 states and in Alaska. A total of 12.7 net
exploration and delineation wells were completed during 1997.
. During 1997, 165.5 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 1997 was 2.0
million acres. A total of 47.2 net exploratory and development wells
were completed during the year.
. The Ram-Powell project started up in 1997. Fabrication and installation
of a tension leg platform in approximately 3,200 feet of water was
completed and production began in 1997.
. Development continued on two Gulf of Mexico projects in 1997. The
Genesis project, scheduled for start-up in late 1998, will utilize a
deep-draft caisson vessel to develop reserves in 2,600 feet of water.
The Ursa project, scheduled for start-up in 1999, will utilize a tension
leg platform development concept in 3,900 feet of water.
. Participation in Alaska production and development continued and a total
of 25.2 net development wells were drilled in 1997.
CANADA
During 1997, 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:
. Gross commercial bitumen production from Cold Lake averaged 114 thousand
barrels per day during 1997.
. The Syncrude plant, 25 percent owned by Imperial and located in northern
Alberta, completed its 19th year of operations. Gross synthetic crude
production averaged 207 thousand barrels per day in 1997.
6
OUTSIDE NORTH AMERICA
During 1997, 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
During the year, Exxon acquired interests in six new blocks. Net acreage was
1.6 million acres at year-end, all offshore. A total of 22.4 net exploration
and development wells were completed during the year. There were successful
start-ups of the Curlew, Gannet E/F and Kingfisher fields. The Brent
redevelopment program was completed, and several major projects were underway,
including Shearwater, Elgin/Franklin, Ketch and Corvette.
Netherlands
Exxon's interest in licenses totaled 2.8 million net acres at year-end 1997.
During 1997, 10.9 net exploration and development wells were drilled. An
underground gas storage project at Norg was started up to supplement Groningen
and Grijpskerk capacity to meet peak European winter gas demands. During 1997,
the new offshore gas field, K14-FB, and new onshore gas fields, Anjum,
Metslawier, Pasop, Sebaldeburen and Barendrecht-Ziedewij, started up.
Construction is in progress on the new offshore gas fields, L9, K7-FC/FD and
D15-FA/FB, and new onshore gas fields, Moddergat and Nes.
Norway
Exxon's net interest in licenses at year-end 1997 totaled 0.5 million net
acres, all offshore. Exxon participated in 11.0 net exploration and production
wells in 1997 and the Vigdis field came on production. Projects for
development of the Balder, Jotun and Snorre North fields are in progress.
France
Exxon's net acreage at year-end 1997 was 1.2 million net acres (0.8 million
offshore, 0.4 million onshore), with 0.2 net exploration and development wells
completed during the year.
Germany
A total of 2.5 million acres were held by Exxon at year-end, with 5.9 net
exploration and development wells drilled and completed during the year. The
Uelsen underground natural gas storage facility went into operation in October
1997.
Australia
Exxon's year-end acreage holdings totaled 6.2 million net acres onshore and
1.0 million net acres offshore, with exploration and production activities
underway in both areas. During 1997, a total of 42.4 net exploration and
development wells were completed. Production was started up from West Tuna in
1997.
Malaysia
Exxon has interests in production sharing contracts covering 7.9 million net
acres offshore Malaysia. During the year, a total of 23.8 net exploration and
development wells were completed.
7
Development drilling was completed at Guntong D and continued on the Lawit
A platform. Platforms were installed in 1997 at Seligi F and Raya/Yong,
projected to start-up in 1998. During 1997, Exxon secured two exploration
blocks in Sabah and four exploration blocks in Sarawak. Negotiations with
PETRONAS, the state-owned oil company, were concluded in 1997 for a major new
natural gas production sharing agreement. This agreement covers the
commercialization of gas previously discovered by Exxon.
Thailand
Exxon's net acreage in the Khorat concession totaled 15 thousand net acres
at year-end, with 0.8 net exploration and development wells completed during
the year.
Azerbaijan
At year-end, Exxon's net acreage totaled 43 thousand acres. During 1997, 0.5
net exploration and development wells were drilled. Construction on the
Northern Route pipeline was completed and the Megastructure was brought on
production in November 1997.
Republic of Yemen
Exxon's net acreage in the Republic of Yemen production sharing areas
totaled 0.9 million acres onshore at year-end. During the year, 8.6 net
exploration and development wells were drilled and completed.
Colombia
At year-end, Exxon's net acreage in Colombia totaled 0.1 million acres.
WORLDWIDE EXPLORATION
Exploration activities were underway in several areas in which Exxon has no
established production operations. A total of 42.9 million net acres were held
at year-end, and 4.2 net exploration wells were completed during the year.
ITEM 3. LEGAL PROCEEDINGS.
On February 11, 1998, the Department of Justice, acting on behalf of the
Environmental Protection Agency, filed suit against the registrant's Exxon
Company, U.S.A. division in U.S. District Court for the Southern District of
Texas. The suit alleges violations of the Clean Air Act at the registrant's
Baytown refinery relating to, among other things, refinery flares. The suit
seeks monetary penalties of up to $25,000 per day and injunctive and other
relief.
Refer to the relevant portions of Note 13 on page F16 of the accompanying
financial section of the 1997 Annual Report to shareholders for additional
information on legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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8
EXECUTIVE OFFICERS OF THE REGISTRANT [pursuant to Instruction 3 to Regulation
S-K, Item 401(b)].
AGE AS OF
MARCH 31,
NAME 1998 TITLE (HELD OFFICE SINCE)
---- --------- ---------------------------------------------
L. R. Raymond....... 59 Chairman of the Board (1993)
R. Dahan............ 56 Senior Vice President (1995)
H. J. Longwell...... 56 Senior Vice President (1995)
R. E. Wilhelm....... 57 Senior Vice President (1990)
A. L. Condray....... 55 Vice President (1995)
D. D. Humphreys..... 50 Vice President and Controller (1997)
C. W. Matthews...... 53 Vice President and General Counsel (1995)
S. R. McGill........ 55 Vice President (1998)
J. T. McMillan...... 61 Vice President (1997)
R. B. Nesbitt....... 64 Vice President (1992)
E. A. Robinson...... 64 Vice President and Treasurer (1983)
P. E. Sullivan...... 54 Vice President and General Tax Counsel (1995)
J. L. Thompson...... 58 Vice President (1991)
T. P. Townsend...... 61 Vice President -- Investor Relations (1990)
and Secretary (1995)
For at least the past five years, Messrs. Raymond, Wilhelm, Robinson and
Townsend have been employed as executives of the registrant. Mr. Raymond also
holds the title of president.
The following executive officers of the registrant have also served as
executives of the subsidiaries, affiliates or divisions of the registrant
shown opposite their names during the five years preceding December 31, 1997.
Esso Benelux B.V. ................... McGill
Esso Holding Company Holland Inc. ... McGill
Esso Malaysia Berhad................. Humphreys
Esso Production Malaysia Inc. ....... Humphreys
Exxon Chemical Company............... Nesbitt
Exxon Coal and Minerals Company...... McMillan
Exxon Company, International......... Dahan and McGill
Exxon Company, U.S.A................. Condray, Humphreys, Longwell, Matthews,
McMillan 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.
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 1997 Annual Report to
shareholders.
On February 26, 1997, the Board of Directors approved a two-for-one stock
split to shareholders of record on March 14, 1997.**
In accordance with the registrant's 1997 Nonemployee Director Restricted
Stock Plan, each incumbent nonemployee director (8 persons) was granted 600
shares of restricted stock on January 1, 1998. These grants are exempt from
registration under bonus stock interpretations such as the "no-action" letter
to Pacific Telesis Group (June 30, 1992).
- - --------
** All information in this Annual Report on Form 10-K for 1997 including, but
not limited to, information in response to Items 5, 6, 7, 8, 10, 11, 12 and
14(a) and the cover is on a post-split basis.
9
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated by reference to page F3 of the accompanying financial section
of the 1997 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 1997 Annual Report to shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Incorporated by reference to the first through third paragraphs of the
section entitled "Market Risks, Inflation, and Other Uncertainties" on page F5
and to the tenth paragraph of the section entitled "Liquidity and Capital
Resources" on page F6 of the accompanying financial section of the 1997 Annual
Report to shareholders. All statements other than historical information
incorporated in this Item 7A are forward looking statements. The actual impact
of future market changes could differ materially due to, among other things,
factors discussed in this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to the Index to Financial Statements on page 13 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 2 through 7
(excluding the portions of page 7 entitled "Director Compensation" and "Board
Committees") of the registrant's definitive proxy statement dated March 18,
1998.
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference to the section entitled "Director Compensation" on
page 7 and to pages 14 through 16 of the registrant's definitive proxy
statement dated March 18, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference to page 9 of the registrant's definitive proxy
statement dated March 18, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) and (a) (2) Financial Statements:
See Index to Financial Statements on page 13 of this Annual Report on
Form 10-K.
(a)(3) Exhibits:
See Index to Exhibits on page 14 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 1997.
10
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 18, 1998
----------------
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS MILLIE P.
BRADLEY, 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 CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM,
FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS AND PURPOSES AS HE
OR SHE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT
SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS OR HER
SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.
----------------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
/s/ LEE R. RAYMOND Chairman of the Board March 18, 1998
- - ------------------------------------------- (Principal Executive Officer)
(Lee R. Raymond)
/s/ MICHAEL J. BOSKIN Director March 18, 1998
- - -------------------------------------------
(Michael J. Boskin)
/s/ D. WAYNE CALLOWAY Director March 18, 1998
- - -------------------------------------------
(D. Wayne Calloway)
11
/s/ RENE DAHAN Director March 18, 1998
- - -------------------------------------------
(Rene Dahan)
/s/ JESS HAY Director March 18, 1998
- - -------------------------------------------
(Jess Hay)
/s/ JAMES R. HOUGHTON Director March 18, 1998
- - -------------------------------------------
(James R. Houghton)
/s/ WILLIAM R. HOWELL Director March 18, 1998
- - -------------------------------------------
(William R. Howell)
/s/ REATHA CLARK KING Director March 18, 1998
- - -------------------------------------------
(Reatha Clark King)
/s/ PHILIP E. LIPPINCOTT Director March 18, 1998
- - -------------------------------------------
(Philip E. Lippincott)
/s/ HARRY J. LONGWELL Director March 18, 1998
- - -------------------------------------------
(Harry J. Longwell)
/s/ MARILYN CARLSON NELSON Director March 18, 1998
- - -------------------------------------------
(Marilyn Carlson Nelson)
/s/ ROBERT E. WILHELM Director March 18, 1998
- - -------------------------------------------
(Robert E. Wilhelm)
/s/ DONALD D. HUMPHREYS Controller (Principal March 18, 1998
- - ------------------------------------------- Accounting Officer)
(Donald D. Humphreys)
/s/ EDGAR A. ROBINSON Treasurer (Principal March 18, 1998
- - ------------------------------------------- Financial Officer)
(Edgar A. Robinson)
12
INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon of
Price Waterhouse LLP dated February 25, 1998, 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 1997 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 1997 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 (Nos. 333-27489 --Exxon Corporation Shareholder Investment Program;
and 33-60677)
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)
and we hereby consent to the incorporation by reference in the Registration
Statements on:
Form S-8 (Nos. 333-38917 --1993 Incentive Program of Exxon Corporation (together
and 33-51107) with 1988 Long Term Incentive Plan of Exxon
Corporation);
Form S-8 (No. 33-19057) --Thrift Plans of Exxon Corporation and Participating
Affiliated Employers
of our report dated February 25, 1998 appearing on page F11 of the
accompanying financial section of the 1997 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 18, 1998
13
INDEX TO EXHIBITS
3(i). Registrant's Restated Certificate of Incorporation, as
restated March 17, 1997 (incorporated by reference to
Exhibit 3(i) to the registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997).
3(ii). Registrant's By-Laws, as revised to January 31, 1996
(incorporated by reference to Exhibit 3(ii) to the
registrant's Annual Report on Form 10-K for 1995).
10(iii)(a). Registrant's 1993 Incentive Program, as amended
(incorporated by reference to Exhibit 10(iii)(a) to the
registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).*
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 (incorporated by reference to
Exhibit 10(iii)(c) to the registrant's Annual Report on
Form 10-K for 1996).*
10(iii)(d). Supplemental life insurance.*
10(iii)(e). Registrant's Short Term Incentive Program, as amended
(incorporated by reference to Exhibit 10(iii)(e) to the
registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).*
10(iii)(f). Registrant's 1997 Nonemployee Director Restricted Stock
Plan (incorporated by reference to Exhibit 10(iii)(f) to
the registrant's Annual Report on Form 10-K for 1996).*
12. Computation of ratio of earnings to fixed charges.
13. Pages F1 and F3 through F27 of the Financial Section of
the registrant's 1997 Annual Report to shareholders.
21. Subsidiaries of the registrant.
23. Consent of Independent Accountants (contained on page 13
of this Annual Report on Form 10-K).
27.1 Financial Data Schedule (included only in the electronic
filing of this document).
27.2 Restated Financial Data Schedules (restated to reflect
adoption of Statement of Financial Accounting Standards
No. 128, "Earnings per Share" for 1997 interim periods).
27.3 Restated Financial Data Schedules (restated to reflect
adoption of Statement of Financial Accounting Standards
No. 128, "Earnings per Share" for 1996 interim periods
and 1996 and 1995 annual periods).
- - --------
* 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.
14