________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 1999
EXXON MOBIL CORPORATION
______________________________________________________
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-2256 13-5409005
_______________________________ ____________ _______________________
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification 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)
_____________________________________________________________
(Former name or former address, if changed since last report)
________________________________________________________________________
EXXON MOBIL CORPORATION
FORM 8-K/A
PORTIONS AMENDED:
The registrant hereby amends Item 7 of its Current Report on Form 8-K
filed on December 1, 1999 to include financial statements of businesses
acquired and pro forma financial information in accordance with
Item 7(a)(4) within 60 days after the due date of the initial filing.
Except as set forth in Item 7 below, no other changes are made to the
Current Report on Form 8-K filed on December 1, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements as of December 31, 1998 and 1997
and for each of the three years in the period ended
December 31, 1998 of Mobil Corporation ("Mobil") as previously
filed on April 8, 1999 in Exxon Corporation's ("Exxon") definitive
proxy statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934.
The unaudited financial statements of Mobil Corporation for the
quarterly period ended September 30, 1999 included in Mobil
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 filed on November 12, 1999.
(b) Pro Forma Financial Information.
Introduction to unaudited pro forma condensed combined financial
statements.
Unaudited pro forma condensed combined balance sheet of Exxon
and Mobil as of September 30, 1999.
Unaudited pro forma condensed combined statements of income of
Exxon and Mobil for the nine months ended September 30, 1999 and
1998 and for the years ended December 31, 1998, 1997 and 1996.
Notes to unaudited pro forma condensed combined financial
statements.
(c) Exhibits
99.1 ExxonMobil Press Release dated November 30, 1999 (previously
filed as Exhibit 99 to the registrant's Current Report on
Form 8-K filed on December 1, 1999).
99.2 Introduction to unaudited pro forma condensed combined
financial statements. Unaudited pro forma condensed combined
balance sheet of Exxon and Mobil as of September 30, 1999.
Unaudited pro forma condensed combined statements of income
of Exxon and Mobil for the nine months ended September 30,
1999 and 1998 and for the years ended December 31, 1998,
1997 and 1996. Notes to unaudited pro forma condensed
combined financial statements.
99.3 The unaudited financial statements of Mobil Corporation for
the quarterly period ended September 30, 1999 (incorporated
by reference to Mobil Corporation's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999 filed on
November 12, 1999).
-2-
EXXON MOBIL CORPORATION
FORM 8-K/A
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, hereunto duly authorized.
EXXON MOBIL CORPORATION
Date: February 11, 2000 /s/ DONALD D. HUMPHREYS
_______________________________________________
Donald D. Humphreys, Vice President, Controller
and Principal Accounting Officer
-3-
EXXON MOBIL CORPORATION
FORM 8-K/A
INDEX TO EXHIBITS
99.1 ExxonMobil Press Release dated November 30, 1999 (previously
filed as Exhibit 99 to the registrant's Current Report on Form
8-K filed on December 1, 1999).
99.2 Introduction to unaudited pro forma condensed combined financial
statements. Unaudited pro forma condensed combined balance sheet
of Exxon and Mobil as of September 30, 1999. Unaudited pro forma
condensed combined statements of income of Exxon and Mobil for
the nine months ended September 30, 1999 and 1998 and for the
years ended December 31, 1998, 1997 and 1996. Notes to unaudited
pro forma condensed combined financial statements.
99.3 The unaudited financial statements of Mobil Corporation for the
quarterly period ended September 30, 1999 (incorporated by
reference to Mobil Corporation's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999 filed
November 12, 1999).
-4-
EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements
combine the historical consolidated balance sheets and statements of
income of Exxon and Mobil giving effect to the merger using the pooling of
interests method of accounting for a business combination.
This information was derived from the audited financial statements of
Exxon for the years 1998, 1997, and 1996 and its unaudited financial
statements for the nine months ended September 30, 1999 and 1998 and from
the audited financial statements of Mobil for the years 1998, 1997 and
1996 and its unaudited financial statements for the nine months ended
September 30, 1999 and 1998. The information is only a summary and should
be read in conjunction with the historical financial statements and
related notes contained in the annual reports and other information filed
with the SEC.
The unaudited pro forma condensed combined statements of income for the
years ended December 31, 1998, 1997 and 1996 and for the nine months ended
September 30, 1999 and 1998 assume the merger was effected on
January 1, 1996. The unaudited pro forma condensed combined balance sheet
gives effect to the merger as if it had occurred on September 30, 1999.
The accounting policies of Exxon and Mobil are substantially comparable.
Consequently, no adjustments were made to the unaudited pro forma
condensed combined financial statements to align the accounting policies
of the combining companies.
The unaudited pro forma combined financial information is for illustrative
purposes only. The companies may have performed differently had they
always been combined. The pro forma combined financial information may not
be indicative of the historical results that would have been achieved had
the companies always been combined or the future results that the merged
companies will experience operating as a combined company.
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 1999
Historic Pro Forma Pro Forma
____________________
Exxon(2) Mobil(2) Adjustments Combined
_____ _____ ___________ ________
(millions of dollars)
Assets
Current assets
Cash and cash equivalents $ 1,151 $ 960 $ 204 (6A) $ 2,315
Other marketable securities 39 15 14 (6A) 68
Notes and accounts receivable, less estimated doubtful accounts 10,778 6,463 (1,365)(4)
2,225 (6A) 18,101
Inventories
Crude oil, products and merchandise 4,220 1,672 1,053 (6A) 6,945
Materials and supplies 675 357 74 (6A) 1,106
Prepaid taxes and expenses 1,185 563 33 (6A) 1,781
________ ________ ________ ________
Total current assets 18,048 10,030 2,238 30,316
Investments and advances 6,427 8,591 (1,078)(6A) 13,940
Property, plant and equipment, at cost, less accumulated depreciation
and depletion 65,999 25,173 2,984 (6A) 94,156
Other assets, including intangibles, net 3,920 808 54 (6A) 4,782
________ ________ ________ ________
Total assets $ 94,394 $ 44,602 $ 4,198 $143,194
Liabilities ======== ======== ======== ========
Current liabilities
Notes and loans payable $ 4,820 $ 5,428 $ 267 (6A) $ 10,515
Accounts payable and accrued Liabilities 15,410 8,351 (1,365)(4)
100 (5)
2,152 (6A) 24,648
Income taxes payable 1,349 1,085 21 (6A) 2,455
________ ________ ________ ________
Total current liabilities 21,579 14,864 1,175 37,618
Long-term debt 4,425 3,804 499 (6A) 8,728
Annuity reserves, deferred credits and other liabilities 24,556 6,919 2,624 (6A) 34,099
________ ________ ________ ________
Total liabilities 50,560 25,587 4,298 80,445
________ ________ ________ ________
Shareholders' Equity
Preferred stock 31 622 653
Benefit plan related balances (309) (309)
Common stock 2,428 901 (124)(6B) 3,205
Capital surplus 1,735 (1,735)(6B)
Earnings reinvested 55,312 21,061 (100)(5)
(2,095)(6B) 74,178
Accumulated other nonowner changes in equity
Cumulative foreign exchange translation adjustment (1,040) (915) (1,955)
Minimum pension liability (282) (126) (408)
Common stock held in treasury (12,615) (3,954) 3,954 (6B) (12,615)
________ ________ ________ ________
Total shareholders' equity 43,834 19,015 (100) 62,749
________ ________ ________ ________
Total liabilities and shareholders' equity $ 94,394 $ 44,602 $ 4,198 $143,194
======== ======== ======== ========
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
-2-
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR NINE MONTHS ENDED SEPTEMBER 30, 1999
Historic Pro Forma Adjustments
___________________ ______________________
Merger Businesses Pro Forma
Exxon(2) Mobil(2) Affects Divested Combined
_____ _____ _______ ________ ________
(millions of dollars)
Revenue
Sales and other operating revenue, including excise taxes $88,024 $42,069 $(7,248)(4)
6,010 (6A) $(1,614)(7) $127,241
Earnings from equity interests and other revenue 1,368 699 23 (6A) (126)(7) 1,964
_______ _______ _______ _______ ________
Total revenue 89,392 42,768 (1,215) (1,740) 129,205
_______ _______ _______ _______ ________
Costs and other deductions
Crude oil and product purchases 34,370 23,415 (7,248)(4)
2,623 (6A) (529)(7) 52,631
Operating expenses 8,423 3,179 583 (6A) (295)(7) 11,890
Selling, general and administrative expenses 6,375 2,869 135 (6A) (65)(7) 9,314
Depreciation and depletion 4,194 1,824 133 (6A) (68)(7) 6,083
Exploration expenses, including dry holes 421 745 1,166
Interest expense 197 254 16 (6A) (2)(7) 465
Excise taxes 10,718 4,512 261 (6A) (505)(7) 14,986
Other taxes and duties 19,822 2,984 2,219 (6A) (1)(7) 25,024
Income applicable to minority and preferred interests (31) 26 73 (6A) 68
_______ _______ _______ _______ ________
Total costs and other deductions 84,489 39,808 (1,205) (1,465) 121,627
_______ _______ _______ _______ ________
Income before income taxes 4,903 2,960 (10) (275) 7,578
Income taxes 1,178 1,059 (10)(6A) (99)(7) 2,128
_______ _______ _______ _______ _______
Net income $ 3,725 $ 1,901 $ 0 $ (176) $ 5,450
======= ======= ======= ======= ========
Net income per common share (dollars) $ 1.54 $ 2.41 $ (0.05) $ 1.57 (3)
Net income per common share-assuming dilution (dollars) $ 1.52 $ 2.36 $ (0.05) $ 1.55 (3)
Average number common shares outstanding (millions) 2,428 775 3,451 (3)
Average number common shares outstanding-assuming dilution
(millions) 2,455 805 3,518 (3)
Dividends per common share (dollars) $ 1.230 $ 1.710 $ 1.250 (3)
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
-3-
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR NINE MONTHS ENDED SEPTEMBER 30, 1998
Historic Pro Forma Adjustments
__________________ _______________________
Merger Businesses Pro Forma
Exxon(2) Mobil(2) Affects Divested Combined
_____ _____ _______ ________ ________
(millions of dollars)
Revenue
Sales and other operating revenue, including excise taxes $86,075 $39,297 $(7,272)(4)
5,526 (6A) $(1,411)(7) $122,215
Earnings from equity interests and other revenue 1,778 1,060 38 (6A) (163)(7) 2,713
_______ _______ _______ _______ ________
Total revenue 87,853 40,357 (1,708) (1,574) 124,928
_______ _______ _______ _______ ________
Costs and other deductions
Crude oil and product purchases 31,507 20,970 (7,272)(4)
2,335 (6A) (412)(7) 47,128
Operating expenses 8,503 3,855 689 (6A) (247)(7) 12,800
Selling, general and administrative expenses 6,289 2,904 95 (6A) (44)(7) 9,244
Depreciation and depletion 3,980 1,853 121 (6A) (62)(7) 5,892
Exploration expenses, including dry holes 623 356 979
Interest expense 66 350 16 (6A) (2)(7) 430
Excise taxes 10,449 4,323 257 (6A) (482)(7) 14,547
Other taxes and duties 19,300 2,590 2,038 (6A) (4)(7) 23,924
Income applicable to minority and preferred interests 129 48 1 (6A) 178
_______ _______ _______ _______ ________
Total costs and other deductions 80,846 37,249 (1,720) (1,253) 115,122
_______ _______ _______ _______ ________
Income before income taxes 7,007 3,108 12 (321) 9,806
Income taxes 2,097 1,252 12(6A) (99)(7) 3,262
_______ _______ _______ _______ ________
Income before cumulative effect of accounting change 4,910 1,856 0 (222) 6,544
Cumulative effect of accounting change (70) 0 0 0 (70)
_______ _______ _______ _______ ________
Net income $ 4,840 $ 1,856 $ 0 $ (222) $ 6,474
======= ======= ======= ======= ========
Net income per common share (dollars)
Before cumulative effect of accounting change $ 2.01 $ 2.33 $ (0.06) $ 1.88 (3)
Cumulative effect of accounting change (0.03) 0.00 0.00 (0.02)(3)
_______ _______ _______ ________
Net income $ 1.98 $ 2.33 $ (0.06) $ 1.86 (3)
======= ======= ======= ========
Net income per common share-assuming dilution (dollars)
Before cumulative effect of accounting change $ 1.99 $ 2.28 $ (0.06) $ 1.85 (3)
Cumulative effect of accounting change (0.03) 0.00 0.00 (0.02)(3)
_______ _______ _______ ________
Net income $ 1.96 $ 2.28 $ (0.06) $ 1.83 (3)
======= ======= ======= ========
Average number common shares outstanding (millions) 2,443 781 3,475 (3)
Average number common shares outstanding-assuming dilution
(millions) 2,473 810 3,542 (3)
Dividends per common share (dollars) $ 1.230 $ 1.710 $ 1.250 (3)
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
-4-
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR YEAR ENDED DECEMBER 31, 1998
Historic Pro Forma Adjustments
__________________ _______________________
Merger Businesses Pro Forma
Exxon(2) Mobil(2) Affects Divested Combined
_____ _____ _______ ________ ________
(millions of dollars)
Revenue
Sales and other operating revenue, including excise
taxes $115,459 $ 51,899 $ (9,696)(4)
7,965 (6A) $ (1,924)(7) $163,703
Earnings from equity interests and other revenue 2,355 1,638 22 (6A) (144)(7) 3,871
________ ________ ________ ________ ________
Total revenue 117,814 53,537 (1,709) (2,068) 167,574
________ ________ ________ ________ ________
Costs and other deductions
Crude oil and product purchases 41,080 27,544 (9,696)(4)
3,217 (6A) (540)(7) 61,605
Operating expenses 11,655 5,498 913 (6A) (326)(7) 17,740
Selling, general and administrative expenses 8,372 4,006 147 (6A) (62)(7) 12,463
Depreciation and depletion 5,340 2,831 184 (6A) (82)(7) 8,273
Exploration expenses, including dry holes 863 643 1,506
Interest expense 100 451 17 (6A) (3)(7) 565
Excise taxes 14,720 5,853 353 (6A) (673)(7) 20,253
Other taxes and duties 26,443 3,604 3,156 (6A) (6)(7) 33,197
Income applicable to minority and preferred interests 185 47 33 (6A) 265
________ ________ ________ ________ ________
Total costs and other deductions 108,758 50,477 (1,676) (1,692) 155,867
________ ________ ________ ________ ________
Income before income taxes 9,056 3,060 (33) (376) 11,707
Income taxes 2,616 1,356 (33)(6A) (119)(7) 3,820
________ ________ ________ ________ ________
Income before cumulative effect of accounting change 6,440 1,704 0 (257) 7,887
Cumulative effect of accounting change (70) 0 0 0 (70)
________ ________ ________ ________ ________
Net income $ 6,370 $ 1,704 $ 0 $ (257) $ 7,817
======== ======== ======== ======== ========
Net income per common share (dollars)
Before cumulative effect of accounting change $ 2.64 $ 2.12 $ (0.07) $ 2.26 (3)
Cumulative effect of accounting change (0.03) 0.00 0.00 (0.02)(3)
________ ________ ________ ________
Net income $ 2.61 $ 2.12 $ (0.07) $ 2.24 (3)
======== ======== ======== ========
Net income per common share-assuming dilution (dollars)
Before cumulative effect of accounting change $ 2.61 $ 2.10 $ (0.07) $ 2.23 (3)
Cumulative effect of accounting change (0.03) 0.00 0.00 (0.02)(3)
________ ________ ________ ________
Net income $ 2.58 $ 2.10 $ (0.07) $ 2.21 (3)
======== ======== ======== ========
Average number common shares outstanding (millions) 2,440 779 3,468 (3)
Average number common shares outstanding-assuming dilution
(millions) 2,468 807 3,533 (3)
Dividends per common share (dollars) $ 1.640 $ 2.280 $ 1.666 (3)
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
-5-
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR YEAR ENDED DECEMBER 31, 1997
Historic Pro Forma Pro Forma
___________________
Exxon(2) Mobil(2) Adjustments Combined
_____ _____ ___________ ________
(millions of dollars)
Revenue
Sales and other operating revenue, including excise taxes $135,176 $ 63,988 $(11,321)(4)
9,892 (6A) $197,735
Earnings from equity interests and other revenue 2,100 1,878 33 (6A) 4,011
________ ________ ________ ________
Total revenue 137,276 65,866 (1,396) 201,746
________ ________ ________ ________
Costs and other deductions
Crude oil and product purchases 54,340 35,683 (11,321)(4)
4,739 (6A) 83,441
Operating expenses 13,160 5,658 1,057 (6A) 19,875
Selling, general and administrative expenses 8,406 4,602 166 (6A) 13,174
Depreciation and depletion 5,474 2,554 200 (6A) 8,228
Exploration expenses, including dry holes 753 499 1,252
Interest expense 415 441 7 (6A) 863
Excise taxes 14,863 5,928 392 (6A) 21,183
Other taxes and duties 26,661 4,113 3,093 (6A) 33,867
Income applicable to minority and preferred interests 406 23 97 (6A) 526
________ ________ ________ ________
Total costs and other deductions 124,478 59,501 (1,570) 182,409
________ ________ ________ ________
Income before income taxes 12,798 6,365 174 19,337
Income taxes 4,338 3,093 174 (6A) 7,605
________ ________ ________ ________
Net income $ 8,460 $ 3,272 $ 0 $ 11,732
======== ======== ======== ========
Net income per common share (dollars) $ 3.41 $ 4.10 $ 3.32 (3)
Net income per common share-assuming dilution (dollars) $ 3.37 $ 4.01 $ 3.28 (3)
Average number common shares outstanding (millions) 2,473 786 3,511 (3)
Average number common shares outstanding-assuming dilution
(millions) 2,505 815 3,581 (3)
Dividends per common share (dollars) $ 1.625 $ 2.120 $ 1.619 (3)
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
-6-
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR YEAR ENDED DECEMBER 31, 1996
Historic Pro Forma Pro Forma
___________________
Exxon(2) Mobil(2) Adjustments Combined
_____ _____ ___________ ________
(millions of dollars)
Revenue
Sales and other operating revenue, including excise taxes $131,543 $ 79,944 $(12,300)(4)
10,851 (6A) $210,038
Earnings from equity interests and other revenue 2,706 1,559 (42)(6A) 4,223
________ ________ ________ ________
Total revenue 134,249 81,503 (1,491) 214,261
________ ________ ________ ________
Costs and other deductions
Crude oil and product purchases 52,806 41,831 (12,300)(4)
4,822 (6A) 87,159
Operating expenses 13,255 5,659 1,048 (6A) 19,962
Selling, general and administrative expenses 7,961 5,157 465 (6A) 13,583
Depreciation and depletion 5,329 2,725 187 (6A) 8,241
Exploration expenses, including dry holes 763 512 1,275
Interest expense 464 455 6 (6A) 925
Excise taxes 14,815 9,236 450 (6A) 24,501
Other taxes and duties 26,556 9,787 3,670 (6A) 40,013
Income applicable to minority and preferred interests 384 30 46 (6A) 460
________ ________ ________ ________
Total costs and other deductions 122,333 75,392 (1,606) 196,119
________ ________ ________ ________
Income before income taxes 11,916 6,111 115 18,142
Income taxes 4,406 3,147 115 (6A) 7,668
________ ________ ________ ________
Net income $ 7,510 $ 2,964 $ 0 $ 10,474
======== ======== ======== ========
Net income per common share (dollars) $ 3.01 $ 3.69 $ 2.95 (3)
Net income per common share-assuming dilution (dollars) $ 2.99 $ 3.62 $ 2.91 (3)
Average number common shares outstanding (millions) 2,484 788 3,525 (3)
Average number common shares outstanding-assuming dilution
(millions) 2,512 816 3,588 (3)
Dividends per common share (dollars) $ 1.560 $ 1.963 $ 1.538 (3)
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
-7-
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The unaudited pro forma condensed combined statements of income are based
on the consolidated financial statements of Exxon and Mobil for the years
ended December 31, 1998, 1997 and 1996 and for the nine months ended
September 30, 1999 and 1998. The unaudited pro forma condensed combined
balance sheet is based on the condensed consolidated financial statements
of Exxon and Mobil at September 30, 1999.
Exxon and Mobil consolidated financial statements are prepared in
conformity with generally accepted accounting principles and require Exxon
and Mobil management to make estimates that affect the reported amounts of
assets, liabilities, revenues and expenses and the disclosure of
contingent assets and liabilities. In the opinion of Exxon and Mobil, the
unaudited pro forma condensed combined financial statements include all
adjustments necessary to present fairly the results of the periods
presented. Actual results are not expected to differ materially from these
estimates.
Note 2. Accounting Policies and Financial Statement Classifications
The accounting policies of Exxon and Mobil are substantially comparable.
Consequently, no adjustments were made to the unaudited pro forma
condensed combined financial statements to align the accounting policies
of the combining companies.
Certain revenues, costs and other deductions in the consolidated
statements of income for Exxon and Mobil have been reclassified to conform
to the line item presentation in the pro forma condensed combined
statements of income. Certain assets, liabilities and shareholders' equity
balances in the consolidated balance sheets for Exxon and Mobil have been
reclassified to conform to the line item presentation in the pro forma
condensed combined balance sheet.
Note 3. Pro Forma Earnings Per Share and Dividends Per Share
The pro forma combined net income per common share is based on net income
less preferred stock dividends and the weighted average number of
outstanding common shares. Net income per common share-assuming dilution
includes the dilutive effect of incentive program stock options and
convertible preferred stock. The weighted average number of outstanding
common shares has been adjusted to reflect the exchange ratio of 1.32015
shares of ExxonMobil common stock for each share of Mobil common stock.
The pro forma combined dividends per share reflect the sum of the
dividends paid by Exxon and Mobil divided by the number of shares that
would have been outstanding for the periods, after adjusting the Mobil
shares for the exchange ratio of 1.32015 shares of ExxonMobil common
stock.
Note 4. Intercompany Transactions
Intercompany sales and purchase transactions have been eliminated in the
unaudited pro forma condensed combined statements of income. Intercompany
amounts receivable and payable have been eliminated in the unaudited pro
forma condensed combined balance sheet.
Note 5. Merger-Related and Integration-Related Expenses
An additional liability for merger-related fees and expenses of
approximately $100 million has been reflected in the unaudited pro forma
condensed combined balance sheet as of September 30, 1999. These fees
include SEC filing fees, fees and expenses of investment bankers,
attorneys and accountants, and financial printing and other related
charges. These charges are not reflected in the unaudited pro forma
condensed combined statements of income or the pro forma combined per
share data.
-8-
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Estimated costs of approximately $2.5 billion ($1.5 billion after-tax)
will be incurred for severance and other integration-related expenses,
including the elimination of duplicate facilities and excess capacity,
operational realignment and related workforce reductions. These
expenditures are necessary to reduce costs and operate efficiently. The
unaudited pro forma condensed combined financial statements reflect
neither the impact of these charges nor the benefits from the expected
synergies. The costs for severance and other integration-related expenses
will be charged to operations in the periods in which the obligations are
incurred.
Note 6. Other Pro Forma Adjustments
(A) A pro forma adjustment has been made to consolidate the accounts of
certain refining, marketing and chemicals operations that are jointly
controlled by the combining companies and which were accounted for by
Exxon and Mobil as separate companies using the equity method.
(B) A pro forma adjustment has been made to reflect the cancellation of
Mobil common stock accounted for as treasury stock and the assumed
issuance of approximately 1.0 billion shares of ExxonMobil common
stock in exchange for all the outstanding Mobil common stock (based
on the exchange ratio of 1.32015). The actual number of shares of
ExxonMobil common stock issued in connection with the merger was
on the number of shares of Mobil common stock issued and outstanding
at the effective time.
Note 7. Required Regulatory Asset Divestments
As a condition for approval of the merger by the U.S. Federal Trade
Commission and the European Commission, Exxon and Mobil must divest
specified assets, including certain refining and marketing assets and
pipeline interests in the U.S.; certain refining and marketing and natural
gas distribution assets in Europe; and turbine oil assets worldwide.
The carrying amount of the required regulatory asset divestments on the
balance sheet is approximately $3 billion as of September 30, 1999,
essentially all of which is reported as investments and advances and
property, plant and equipment. The company expects the assets to be sold
in the year 2000 and to realize proceeds of approximately $4-5 billion.
A pro forma adjustment has been made to eliminate the estimated earnings
for the required regulatory asset divestments in the unaudited pro forma
condensed combined statements of income for the year ended
December 31, 1998 and for the nine months ended September 30, 1999 and
1998. These adjustments assume the divestments occurred on January 1,
1998. The unaudited pro forma condensed combined statements of income
do not reflect gains that may result from the required regulatory asset
divestments.
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