Filed
by Exxon Mobil Corporation
(Commission
File No.: 001-02256)
Pursuant
to Rule 425 of the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
of
the Securities Exchange Act of 1934
Subject
Company: Pioneer Natural Resources Company
(Commission
File No.: 001-13245)
The following three communications
were delivered in connection with Exxon Mobil Corporation’s 2023 fourth-quarter earnings on February 2, 2024:
Excerpts from ExxonMobil public statements on February 2, 2024
Jennifer Driscoll
Hello, everyone. Welcome to ExxonMobil’s
fourth-quarter 2023 earnings call. We appreciate you being with us today. I’m Jennifer Driscoll, Vice President of Investor Relations.
I’m joined by Darren Woods, Chairman and CEO, and Kathy Mikells, Senior Vice President and CFO.
This presentation
and prerecorded remarks are available on the Investors section of our website. They are meant to accompany the fourth-quarter earnings
news release, which is posted in the same location.
Excerpts from ExxonMobil public statements on February 2, 2024
In conjunction with our recent announcement
about acquiring Pioneer Natural Resources, we’ve included additional information about the transaction on slide 2.
Please be aware that this presentation
is not intended to be a solicitation of any vote or approval.
Excerpts from ExxonMobil public statements on February 2, 2024
During the presentation, we’ll
make forward-looking comments, which are subject to risks and uncertainties. Please read our cautionary statement on slide 3. You can
find more information on the risks and uncertainties that apply to any forward-looking statements in our SEC filings on our website.
Note that we also provided supplemental information at the end of our earnings slides, including an overview of full-year results, which
are posted on the website.
And now, please
turn to slide 4 for Darren’s opening remarks.
Excerpts from ExxonMobil public statements on February 2, 2024
And we also announced two value-accretive
acquisitions. Denbury, which closed in November, provides opportunities to profitably accelerate our Low Carbon Solutions business with
a compelling, end-to-end, customer decarbonization offer. Pioneer, which is expected to close in the second quarter, will further differentiate
our advantaged Upstream portfolio. The synergies will create significant shareholder value and accelerate Pioneer’s net zero ambitions
by 15 years, to 2035.
On a constant-price basis, we more than
doubled earnings in 2023 versus 2019, demonstrating the improved earnings power of the company.i
_________________
i Earnings exclude identified
items and are adjusted to 2022 $60/bbl real Brent; 10-year average Energy, Chemical, and Specialty Product margins refer to the average
of annual margins from 2010-2019. Earnings also excludes any impacts of Pioneer but includes Denbury as of November 2, 2023. See reconciliation
of 2019 and 2023 adjusted earnings and cash flow from operations on slides 31 and 32 of the presentation.
Excerpts from ExxonMobil public statements on February 2, 2024
We also announced our plan to increase
the share repurchase pace to $20 billion annually through 2025 following the close of the Pioneer acquisition, assuming reasonable market
conditions.
Excerpts from ExxonMobil public statements on February 2, 2024
Finally, per SEC
rules, we paused our share repurchase program in January following Pioneer’s S-4 filing. We expect to resume share repurchases
after the Pioneer shareholders’ special meeting on Feb. 7th.
Excerpts from ExxonMobil public statements on February 2, 2024
Our Upstream portfolio will be further
transformed when we close on the transaction with Pioneer. By combining the capabilities of our two companies and leveraging the advances
we’ve made in technology, we expect to recover more resource, more efficiently, with lower emissions. We’ll provide more
detail about this compelling combination at our Spotlight event following the close.
Important Information about the Proposed
Transaction and Where to Find It
In connection with the proposed transaction
between Exxon Mobil Corporation (the “Company”) and Pioneer Natural Resources Company (“Pioneer”),
the Company and Pioneer have filed and will file relevant materials with the Securities and Exchange Commission (the “SEC”).
On November 21, 2023, the Company filed with the SEC a registration statement on Form S-4 (the “Form S-4”), as amended
(No. 333-275695) to register the shares of the Company common stock to be issued in connection with the proposed transaction. The Form
S-4, which was declared effective by the SEC on January 5, 2024, includes a definitive proxy statement of Pioneer that also constitutes
a prospectus of the Company (the “definitive proxy statement/prospectus”). The definitive proxy statement/prospectus
was mailed to the stockholders of Pioneer on January 8, 2024. This communication is not a substitute for the Form S-4, definitive proxy
statement/prospectus or any other document that the Company or Pioneer (as applicable) has filed or may file with the SEC in connection
with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND PIONEER
ARE URGED TO READ THE FORM S-4, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Form S-4 and the definitive proxy statement/prospectus, as well as other
filings containing important information about the Company or Pioneer, without charge at the SEC’s Internet website (http://www.sec.gov).
Copies of the documents filed with the SEC by the Company are and will be available free of charge on the Company’s internet website
at www.exxonmobil.com under the tab “investors” and then under the tab “SEC Filings” or by contacting the Company’s
Investor Relations Department at investor.relations@exxonmobil.com. Copies of the documents filed with the SEC by Pioneer are and will
be available free of charge on Pioneer’s internet website at https://investors.pxd.com/investors/financials/sec-filings/. The information
included on, or accessible through, the Company’s or Pioneer’s website is not incorporated by reference into this communication.
Participants in the Solicitation
The Company, Pioneer, their respective
directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and executive officers of Pioneer and a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the Form S-4 in the section entitled “Interests of Pioneer’s
Directors and Executive Officers in the Merger”, including the documents incorporated by reference therein. Information about
the directors and executive officers of the Company is set forth in the sections entitled “Board of Directors” and
“Director and Executive Officer Stock Ownership” included in the Company’s proxy statement for its 2023 annual
meeting of stockholders, which was filed with the SEC on April 13, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000119312523100079/d429320ddef14a.htm),
in the sections entitled “Information about our Executive Officers” and “Directors, Executive Officers and
Corporate Governance” included in the Company’s Form 10-K for the year ended December 31, 2022, which was filed with
the SEC on February 22, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000020/xom-20221231.htm),
in the Company’s Form 8-K filed on November 7, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000059/xom-20231106.htm), in the Company's Form 8-K filed on June 6, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000036/xom-20230531.htm)
and in the Company’s Form 8-K filed on February 24, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000022/xom-20230221.htm).
Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests,
by security holdings or otherwise, are contained in the definitive proxy statement/prospectus and will be contained in other relevant
materials filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational
purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future
business and financial events, conditions, expectations, plans or ambitions, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,”
“target,” similar expressions, and variations or negatives of these words, but not all forward-looking statements include
such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements
about the consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based
upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are
beyond the control of the Company and Pioneer, that could cause actual results to differ materially from those expressed in such forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the proposed transaction
on anticipated terms and timing, or at all, including obtaining regulatory approvals that may be required on anticipated terms and Pioneer
stockholder approval; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,
expansion and growth of the combined company’s operations and other conditions to the completion of the proposed transaction, including
the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within
the expected time period; the ability of the Company and Pioneer to integrate the business successfully and to achieve anticipated synergies
and value creation; potential litigation relating to the proposed transaction that could be instituted against the Company, Pioneer or
their respective directors; the risk that disruptions from the proposed transaction will harm the Company’s or Pioneer’s
business, including current plans and operations and that management’s time and attention will be diverted on transaction-related
issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed
transaction; rating agency actions and the Company and Pioneer’s ability to access short- and long-term debt markets on a timely
and affordable basis; legislative, regulatory and economic developments, including regulatory actions targeting public companies in the
oil and gas industry and changes in local, national, or international laws, regulations, and policies affecting the Company and Pioneer
including with respect to the environment; potential business uncertainty, including the outcome of commercial negotiations and changes
to existing business relationships during the pendency of the proposed transaction that could affect the Company’s and/or Pioneer’s
financial performance and operating results; certain restrictions during the pendency of the proposed transaction that may impact Pioneer’s
ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak
of war, hostilities, civil unrest, attacks against the Company or Pioneer, and other political or security disturbances; dilution caused
by the Company’s issuance of additional shares of its common stock in connection with the proposed transaction; the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes
in policy and consumer support for emission-reduction products and technology; the impacts of pandemics or other public health crises,
including the effects of government responses on people and economies; global or regional changes in the supply and demand for oil, natural
gas, petrochemicals, and feedstocks and other market or economic conditions that impact demand, prices and differentials, including reservoir
performance; changes in technical or operating conditions, including unforeseen technical difficulties; those risks described in Item
1A of the Company’s Annual Report on Form 10-K, filed with the SEC on February 22, 2023, and subsequent reports on Forms 10-Q and
8-K, as well as under the heading “Factors Affecting Future Results” on the Investors page of the Company’s website
at www.exxonmobil.com (information included on or accessible through the Company’s website is not incorporated by reference into
this communication); those risks described in Item 1A of Pioneer’s Annual Report on Form 10-K, filed with the SEC on February 23,
2023, and subsequent reports on Forms 10-Q and 8-K; and those risks described in the registration statement on Form S-4 and accompanying
definitive proxy statement/prospectus available from the sources indicated above. References to resources or other quantities of oil
or natural gas may include amounts that the Company or Pioneer believe will ultimately be produced, but that are not yet classified as
“proved reserves” under SEC definitions.
These risks, as well as other risks associated
with the proposed transaction, are more fully discussed in the definitive proxy statement/prospectus included in the registration statement
on Form S-4 filed with the SEC and mailed to Pioneer stockholders in connection with the proposed transaction. While the list of factors
presented here and the list of factors presented in the registration statement on Form S-4 and the definitive proxy statement/prospectus
are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to
place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity,
and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this communication. Neither the Company nor Pioneer assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication
nor the continued availability of this communication in archive form on the Company’s or Pioneer’s website should be deemed
to constitute an update or re-affirmation of these statements as of any future date.
Actions needed to advance the Company’s
2030 and 2035 greenhouse gas emission-reductions plans are incorporated into its medium-term business plans, which are updated annually.
The reference case for planning beyond 2030 is based on the Company’s Energy Outlook research and publication (the “Outlook”).
The Outlook is reflective of the existing global policy environment, the Outlook does not attempt to project the degree of required future
policy and technology advancement and deployment for the world, or the Company, to meet net zero by 2050. As future policies and technology
advancements emerge, they will be incorporated into the Outlook, and the Company’s business plans will be updated accordingly.
Actual future results, including the achievement of net zero in Upstream Permian Basin unconventional operated assets by 2030/2035 and
plans to lower methane emissions from operated assets, to increase water recycling in our combined Permian operations, and to feed hydrogen,
ammonia, and carbon capture projects could vary depending on the ability to execute operational objectives on a timely and successful
basis; policy support for emission-reduction products and technologies; changes in laws, regulations and international treaties regarding
lower emission technologies and projects; government incentives; unforeseen technical or operational difficulties; the outcome of research
efforts and future technology developments, including the ability to scale projects, technologies, and markets on a commercially competitive
basis; changes in supply and demand and other market factors affecting future prices of oil, gas, and petrochemical products; the actions
of competitors; and other factors discussed in this communication and in the additional forward looking statement disclaimer included
above.
All references to production rates, project
capacity, resource size, and acreage are on a gross basis, unless otherwise noted.
Excerpt from ExxonMobil 4Q23 Earnings Call
ExxonMobil Fourth
Quarter 2023 Earnings Call Q&A
This abridged transcript
presents questions related to ExxonMobil’s announced Pioneer Natural Resources acquisition during ExxonMobil’s fourth quarter
2023 earnings call held on February 2, 2024.
***
Neal
Dingmann: Good morning, Darren and team. My question is on the Permian. Specifically, your continued record production. The play,
it appears, at least from what I am seeing going forward, your proforma Permian activity is likely to continue trending higher and I'm
just wondering maybe, Darren, how you’d respond to maybe any of the critics who suggest all U.S. companies should instead
maintain flat production in order to, you know, I guess, appease Saudi and the others, maybe more so.
Darren
Woods: Yeah. Thanks for the question. No, I would just tell you, we're not going to run the business to appease
an external member out there. I think the way we look at it is, it comes back to every dollar that we choose to invest and spend. Do
we see a return, are we convinced that we're effectively spending that money, and if we're spending it efficiently. That's the criteria
that we're using. That's the plans that we've built. We expect to grow our volumes in 2024 to about 650 Kbd and then we're
going to continue that growth through to the targets that we've laid out in 2027 of, you know, about a million barrels a day, close to
a million barrels a day. So, that's the plan that we have. We're executing to that plan and, as we've said before, year on
year, it's not straight ratable growth, it'll be lumpy growth. But, you know, over time, it will average about 13% and
we haven't seen anything to date that would say that's going to change. Obviously, as we bring Pioneer in, into the fold, we’ll
bring their production in and look to kind of optimize across that portfolio that both companies have and, as we've said before, that
once we close on that, we'll come back out and have a spotlight where we’ll, you know, share what the implications of bringing
these two companies together and the impact on our Permian production?
***
Important Information about the Proposed
Transaction and Where to Find It
In connection with the proposed transaction
between Exxon Mobil Corporation (the “Company”) and Pioneer Natural Resources Company (“Pioneer”),
the Company and Pioneer have filed and will file relevant materials with the Securities and Exchange Commission (the “SEC”).
On November 21, 2023, the Company filed with the SEC a registration statement on Form S-4 (the “Form S-4”), as amended
(No. 333-275695) to register the shares of the Company common stock to be issued in connection with the proposed transaction. The Form
S-4, which was declared effective by the SEC on January 5, 2024, includes a definitive proxy statement of Pioneer that also constitutes
a prospectus of the Company (the “definitive proxy statement/prospectus”). The definitive proxy statement/prospectus
was mailed to the stockholders of Pioneer on January 8, 2024. This communication is not a substitute for the Form S-4, definitive proxy
statement/prospectus or any other document that the Company or Pioneer (as applicable) has filed or may file with the SEC in connection
with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND PIONEER
ARE URGED TO READ THE FORM S-4, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Form S-4 and the definitive proxy statement/prospectus, as well as other
filings containing important information about the Company or Pioneer, without charge at the SEC’s Internet website (http://www.sec.gov).
Copies of the documents filed with the SEC by the Company are and will be available free of charge on the Company’s internet website
at www.exxonmobil.com under the tab “investors” and then under the tab “SEC Filings” or by contacting the Company’s
Investor Relations Department at investor.relations@exxonmobil.com. Copies of the documents filed with the SEC by Pioneer are and will
be available free of charge on Pioneer’s internet website at https://investors.pxd.com/investors/financials/sec-filings/. The information
included on, or accessible through, the Company’s or Pioneer’s website is not incorporated by reference into this communication.
Participants in the Solicitation
The Company, Pioneer, their respective
directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and executive officers of Pioneer and a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the Form S-4 in the section entitled “Interests of Pioneer’s
Directors and Executive Officers in the Merger”, including the documents incorporated by reference therein. Information about
the directors and executive officers of the Company is set forth in the sections entitled “Board of Directors” and
“Director and Executive Officer Stock Ownership” included in the Company’s proxy statement for its 2023 annual
meeting of stockholders, which was filed with the SEC on April 13, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000119312523100079/d429320ddef14a.htm),
in the sections entitled “Information about our Executive Officers” and “Directors, Executive Officers and
Corporate Governance” included in the Company’s Form 10-K for the year ended December 31, 2022, which was filed with
the SEC on February 22, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000020/xom-20221231.htm),
in the Company’s Form 8-K filed on November 7, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000059/xom-20231106.htm), in the Company's Form 8-K filed on June 6, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000036/xom-20230531.htm)
and in the Company’s Form 8-K filed on February 24, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000022/xom-20230221.htm).
Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests,
by security holdings or otherwise, are contained in the definitive proxy statement/prospectus and will be contained in other relevant
materials filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational
purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future
business and financial events, conditions, expectations, plans or ambitions, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,”
“target,” similar expressions, and variations or negatives of these words, but not all forward-looking statements include
such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements
about the consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based
upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are
beyond the control of the Company and Pioneer, that could cause actual results to differ materially from those expressed in such forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the proposed transaction
on anticipated terms and timing, or at all, including obtaining regulatory approvals that may be required on anticipated terms and Pioneer
stockholder approval; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,
expansion and growth of the combined company’s operations and other conditions to the completion of the proposed transaction, including
the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within
the expected time period; the ability of the Company and Pioneer to integrate the business successfully and to achieve anticipated synergies
and value creation; potential litigation relating to the proposed transaction that could be instituted against the Company, Pioneer or
their respective directors; the risk that disruptions from the proposed transaction will harm the Company’s or Pioneer’s
business, including current plans and operations and that management’s time and attention will be diverted on transaction-related
issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed
transaction; rating agency actions and the Company and Pioneer’s ability to access short- and long-term debt markets on a timely
and affordable basis; legislative, regulatory and economic developments, including regulatory actions targeting public companies in the
oil and gas industry and changes in local, national, or international laws, regulations, and policies affecting the Company and Pioneer
including with respect to the environment; potential business uncertainty, including the outcome of commercial negotiations and changes
to existing business relationships during the pendency of the proposed transaction that could affect the Company’s and/or Pioneer’s
financial performance and operating results; certain restrictions during the pendency of the proposed transaction that may impact Pioneer’s
ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak
of war, hostilities, civil unrest, attacks against the Company or Pioneer, and other political or security disturbances; dilution caused
by the Company’s issuance of additional shares of its common stock in connection with the proposed transaction; the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes
in policy and consumer support for emission-reduction products and technology; the impacts of pandemics or other public health crises,
including the effects of government responses on people and economies; global or regional changes in the supply and demand for oil, natural
gas, petrochemicals, and feedstocks and other market or economic conditions that impact demand, prices and differentials, including reservoir
performance; changes in technical or operating conditions, including unforeseen technical difficulties; those risks described in Item
1A of the Company’s Annual Report on Form 10-K, filed with the SEC on February 22, 2023, and subsequent reports on Forms 10-Q and
8-K, as well as under the heading “Factors Affecting Future Results” on the Investors page of the Company’s website
at www.exxonmobil.com (information included on or accessible through the Company’s website is not incorporated by reference into
this communication); those risks described in Item 1A of Pioneer’s Annual Report on Form 10-K, filed with the SEC on February 23,
2023, and subsequent reports on Forms 10-Q and 8-K; and those risks described in the registration statement on Form S-4 and accompanying
definitive proxy statement/prospectus available from the sources indicated above. References to resources or other quantities of oil
or natural gas may include amounts that the Company or Pioneer believe will ultimately be produced, but that are not yet classified as
“proved reserves” under SEC definitions.
These risks, as well as other risks associated
with the proposed transaction, are more fully discussed in the definitive proxy statement/prospectus included in the registration statement
on Form S-4 filed with the SEC and mailed to Pioneer stockholders in connection with the proposed transaction. While the list of factors
presented here and the list of factors presented in the registration statement on Form S-4 and the definitive proxy statement/prospectus
are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to
place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity,
and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this communication. Neither the Company nor Pioneer assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication
nor the continued availability of this communication in archive form on the Company’s or Pioneer’s website should be deemed
to constitute an update or re-affirmation of these statements as of any future date.
Actions needed to advance the Company’s
2030 and 2035 greenhouse gas emission-reductions plans are incorporated into its medium-term business plans, which are updated annually.
The reference case for planning beyond 2030 is based on the Company’s Energy Outlook research and publication (the “Outlook”).
The Outlook is reflective of the existing global policy environment, the Outlook does not attempt to project the degree of required future
policy and technology advancement and deployment for the world, or the Company, to meet net zero by 2050. As future policies and technology
advancements emerge, they will be incorporated into the Outlook, and the Company’s business plans will be updated accordingly.
Actual future results, including the achievement of net zero in Upstream Permian Basin unconventional operated assets by 2030/2035 and
plans to lower methane emissions from operated assets, to increase water recycling in our combined Permian operations, and to feed hydrogen,
ammonia, and carbon capture projects could vary depending on the ability to execute operational objectives on a timely and successful
basis; policy support for emission-reduction products and technologies; changes in laws, regulations and international treaties regarding
lower emission technologies and projects; government incentives; unforeseen technical or operational difficulties; the outcome of research
efforts and future technology developments, including the ability to scale projects, technologies, and markets on a commercially competitive
basis; changes in supply and demand and other market factors affecting future prices of oil, gas, and petrochemical products; the actions
of competitors; and other factors discussed in this communication and in the additional forward looking statement disclaimer included
above.
All references to production rates, project
capacity, resource size, and acreage are on a gross basis, unless otherwise noted.
4Q 2023 Earnings Release
| FOR IMMEDIATE RELEASE |
|
|
|
February 2, 2024 |
ExxonMobil Announces 2023 Results
| • | Delivered industry-leading 2023 earnings of $36.0 billion1,
generated $55.4 billion of cash flow from operating activities and distributed $32.4 billion to shareholders |
| • | Leading industry in compounded annual growth rate for earnings excl. identified items and cash flow since
2019 2 |
| • | Increased Guyana and Permian production by 18% vs.
2022 and achieved record annual refinery throughput 3 |
| • | Strengthened portfolio with $4.1 billion of non-core asset divestments,
and two acquisitions; one that accelerates Low Carbon Solutions and one that will transform the Upstream business4 |
| • | Launched new MobilTM Lithium business with the potential
to supply up to one million EVs per year by 2030 |
Results Summary
| 4Q23 |
3Q23 |
Change
vs
3Q23 |
4Q22 |
Change
vs
4Q22 |
Dollars in millions (except per share data) |
2023 |
2022 |
Change
vs
2022 |
| 7,630 |
9,070 |
-1,440 |
12,750 |
-5,120 |
Earnings (U.S. GAAP) |
36,010 |
55,740 |
-19,730 |
| 9,963 |
9,117 |
+846 |
14,035 |
-4,072 |
Earnings Excluding Identified Items (non-GAAP) |
38,572 |
59,101 |
-20,529 |
| 1.91 |
2.25 |
-0.34 |
3.09 |
-1.18 |
Earnings Per Common Share 5 |
8.89 |
13.26 |
-4.37 |
| 2.48 |
2.27 |
+0.21 |
3.40 |
-0.92 |
Earnings Excl. Identified Items Per Common Share 5
(non-GAAP) |
9.52 |
14.06 |
-4.54 |
| 7,757 |
6,022 |
+1,735 |
7,463 |
+294 |
Capital and Exploration Expenditures |
26,325 |
22,704 |
+3,621 |
SPRING, Texas – February 2, 2024
– Exxon Mobil Corporation today announced fourth-quarter 2023 earnings of $7.6 billion, or $1.91 per share assuming dilution. Fourth-quarter
results included unfavorable identified items of $2.3 billion including a $2.0 billion impairment as a result of regulatory obstacles
in California that have prevented production and distribution assets from coming back online. Impairments were partly offset by favorable
tax and divestment-related items. Earnings excluding identified items were $10.0 billion, or $2.48 per share assuming dilution. For the
full year 2023, the company reported earnings of $36.0 billion, or $8.89 per share assuming dilution.
“Our
consistent strategy and execution excellence across the business delivered industry-leading earnings and enabled us to return more cash
to shareholders than our peers in 2023 1,” said Darren Woods, chairman and chief executive officer.
“These
results demonstrate the fundamental improvements we’ve made to our business, reflecting our progress in high-grading our
portfolio through investments in advantaged projects and select divestments, while, at the same time, driving a higher level of efficiency
and effectiveness throughout the business. The foundation of our success comes from the resiliency, hard work and commitment of our people.
As I reflect on our industry-leading results over the past year, I have a great sense of pride in what our people accomplished.”
| 1 | Reported earnings,
share buybacks and total dividends paid measured for 2023. 2023 figures for the industry peer group are actuals for companies that reported
results on or before February 1, 2024, or estimated using either Bloomberg consensus as of February 1st or company-announced programs
for share buybacks. Shareholder distributions is defined as dividends and share purchases. Industry peer group includes BP, Chevron,
Shell and TotalEnergies. |
| 2 | Adjusted net income
and cash flow from operations sourced from Bloomberg for the industry peer group. 2023 figures for the industry peer group are actuals
for companies that reported results on or before February 1, 2024, or estimated using Bloomberg consensus as of February 1st. Industry
peer group includes BP, Chevron, Shell and TotalEnergies. |
| 3 | Best-ever annual global
refining throughput (2000 - 2023) since Exxon and Mobil merger in 1999, based on current refinery circuit. |
| 4 | Announced agreement
to merge with Pioneer Natural Resources in October 2023. Transaction is expected to close in the second quarter of 2024, pending regulatory
and Pioneer shareholder approval. |
3Q23 to 4Q23 Factor Analysis
Financial Highlights
| • | Fourth-quarter earnings were $7.6 billion
versus $9.1 billion in the third quarter. Identified items decreased earnings by $2.3 billion mainly from asset impairments, partly offset
by favorable tax and divestment-related items. Earnings excluding identified items were $10.0 billion, an increase of $0.8 billion from
the third-quarter. Results strengthened on favorable derivative mark-to-market impacts, improved volume and mix driven by advantaged Guyana
and Permian assets, and stronger chemical margins. These factors were partly offset by lower industry refining margins and seasonally
higher expenses. |
| • | Delivered full-year 2023 earnings of $36.0 billion and return on
capital employed of 15%. |
| • | Achieved $9.7 billion of cumulative structural cost savings in 2023 versus
2019, exceeding the $9 billion plan with an additional $2.3 billion of savings during the year and $0.7 billion during the quarter. The
company plans to deliver cumulative savings totaling $15 billion through the end of 2027. |
| • | Generated strong cash flow from operations of $13.7 billion and free cash flow of $8.0 billion in the
fourth quarter. For the full year, cash increased $1.9 billion with free cash flow of $36.1 billion.
Peer-leading1 2023 shareholder distributions of $32.4 billion included $14.9 billion
of dividends, and $17.4 billion of share repurchases consistent with announced plans. |
| • | The Corporation declared a first-quarter dividend of $0.95 per share,
payable on March 11, 2024, to shareholders of record of Common Stock at the close of business
on February 14, 2024. Including the 4% increase in fourth-quarter dividend, the company has increased its annual dividend for a peer-leading1
41 consecutive years. |
| • | The debt-to-capital ratio was 16%, and the net-debt-to-capital ratio was 5%, reflecting a period-end cash
balance of $31.6 billion. |
| • | The company continued to strengthen its portfolio with the closing of the East Texas upstream assets divestment
in the fourth quarter. Total asset sales and divestments generated $4.1 billion of cash proceeds during the year. |
| • | Capital and exploration expenditures were $7.8 billion in the fourth
quarter, bringing full-year 2023 expenditures to $26.3 billion, slightly above the top end of the guidance range, as the company opportunistically
accelerated activities in the advantaged Permian and Guyana assets, and entered a new lithium business. |
| 1 | Share buybacks and
total dividends paid measured for 2023. 2023 figures for the industry peer group are actuals for companies that reported results on or
before February 1, 2024, or estimated using either Bloomberg consensus as of February 1st or company-announced programs for share buybacks.
Shareholder distributions is defined as dividends and share purchases. Industry peer group includes BP, Chevron, Shell and TotalEnergies. |
ADVANCING
CLIMATE SOLUTIONS
Progress Toward
Net Zero
| • | In the Permian Basin, ExxonMobil made great progress on the plan to achieve net zero GHG emissions by
2030. In 2023, the company electrified all of its drilling fleet and replaced over 6,000 natural-gas-driven pneumatic devices in its unconventional
operated assets. In addition, ExxonMobil also deployed its first electric fracturing units to further reduce emissions intensity, and
signed additional long-term agreements enabling renewable power capacity to support operations. In the quarter, the company also launched
a high-altitude monitoring balloon with advanced imaging technology and data processing platforms that has the potential to provide continuous,
real-time methane detection. These efforts support ExxonMobil's industry-leading plans to achieve net-zero Scope 1 and 2 emissions from
its unconventional operations in the Permian by 2030. |
Lithium
| • | In the fourth quarter, ExxonMobil announced its new MobilTM
Lithium business with plans to become a leading producer and grow U.S.-based supplies of lithium for the global battery and EV
markets. The company's advanced production approach has the potential to produce vast supplies of lithium with fewer environmental impacts
than traditional mining operations1. Work is underway for the first phase of lithium
production in southwest Arkansas, an area known to hold significant lithium deposits. |
| • | The company is planning first production for 2027. By 2030, ExxonMobil aims to produce enough MobilTM
Lithium with the potential to supply approximately one million EVs per year. |
Carbon
Capture and Storage
| • | In November, ExxonMobil completed the acquisition of Denbury, Inc. for $4.8
billion of ExxonMobil stock, based on the share price at closing2. The company
now has the largest owned and operated carbon dioxide (CO2)
pipeline network in the United States at 1,300 miles, including nearly 925 miles in Louisiana, Texas and Mississippi, one of the largest
U.S. markets for CO2 emissions. The company also has access
to more than 15 strategically located onshore CO2 storage sites.
|
| 1 | Expected smaller footprint of lithium mining and expected lower
carbon and water impacts: EM analysis of external sources and third party life-cycle analyses. 1) Vulcan Energy, 2022 https://v-er.eu/app/uploads/2023/11/LCA.pdf,
Minviro publication. Grant, A., Deak, D., & Pell, R. (2020). 2) The CO2 Impact of the 2020s Battery Quality Lithium Hydroxide Supply
Chain-Jade Cove Partners. https://www.jadecove.com/research/liohco2impact. Kelly, J. C., Wang, M., Dai, Q., & Winjobi, O. (2021).
3) Energy, greenhouse gas, and water life cycle analysis of lithium carbonate and lithium hydroxide monohydrate from brine and ore resources
and their use in lithium ion battery cathodes and lithium ion batteries. Resources, Conservation and Recycling, 174, 105762. |
| 2 | Total consideration of $5.1 billion includes ExxonMobil stock
of $4.8 billion and cash payments of $0.3 billion related to repayment of Denbury's credit facility and settlement of fractional shares. |
EARNINGS AND VOLUME SUMMARY BY SEGMENT
Upstream
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| |
|
|
Earnings/(Loss) (U.S. GAAP) |
|
|
| 84 |
1,566 |
2,493 |
United States |
4,202 |
11,728 |
| 4,065 |
4,559 |
5,708 |
Non-U.S. |
17,106 |
24,751 |
| 4,149 |
6,125 |
8,201 |
Worldwide |
21,308 |
36,479 |
| |
|
|
|
|
|
| |
|
|
Earnings/(Loss) Excluding Identified Items (non-GAAP) |
|
|
| 1,573 |
1,566 |
2,493 |
United States |
5,691 |
11,429 |
| 4,693 |
4,573 |
6,269 |
Non-U.S. |
17,918 |
27,989 |
| 6,266 |
6,139 |
8,762 |
Worldwide |
23,609 |
39,418 |
| |
|
|
|
|
|
| 3,824 |
3,688 |
3,822 |
Production (koebd) |
3,738 |
3,737 |
| • | Upstream fourth-quarter earnings were $4.1 billion, a decrease of $2.0 billion from the third quarter.
Identified items reduced earnings by $2.1 billion this quarter, mainly from the impairment of the idled Santa Ynez Unit assets in California
due to regulatory challenges restarting production and distribution. Earnings excluding identified items were $6.3 billion, an increase
of $127 million. Higher volumes and improved mix, mainly from Guyana and Permian growth, and stronger gas realizations more than offset
lower crude realizations, unfavorable tax impacts, and year-end inventory effects. |
| • | Net production in the fourth quarter was 3.8 million oil-equivalent barrels per day, an increase of 136,000
oil-equivalent barrels per day compared to the prior quarter on favorable entitlement effects and growth in Permian and Guyana. Payara,
the third Guyana development, started up in November ahead of schedule with production reaching nameplate capacity of 220,000 barrels
per day in mid-January. |
| • | Compared to the same quarter last year, earnings decreased $4.1 billion. Identified items reduced earnings
by $2.1 billion this quarter, compared to a reduction of $0.6 billion in the fourth quarter of 2022. Earnings excluding identified items
were $6.3 billion, a decrease of $2.5 billion, primarily due to lower natural gas prices. Higher Permian and Guyana volumes and less unfavorable
year-end inventory effects provided a partial offset. Net production was flat compared to the same quarter last year. Excluding the impacts
from divestments, entitlements, and government-mandated curtailments, net production grew about 70,000 oil-equivalent barrels per day. |
| • | Full-year earnings were $21.3 billion, $15.2 billion less than 2022. Identified items for the year reduced
earnings by $2.3 billion, compared to an unfavorable $2.9 billion impact last year. Excluding identified items, earnings decreased $15.8
billion on lower liquids and natural gas realizations, and unfavorable unsettled derivatives mark-to-market effects of $2.4 billion, primarily
from the absence of favorable impacts in the prior year. Higher volume contributions from improved portfolio mix added nearly $1 billion,
as growth from Guyana and Permian more than offset divestments. Net production in 2023 was 3.7 million oil-equivalent barrels per day,
in line with prior year. Production increased 111,000 oil-equivalent barrels per day, excluding impacts from divestments, entitlements,
and government-mandated curtailments. Permian and Guyana combined production grew 18% versus 2022. |
| • | In October, ExxonMobil announced an agreement to merge with Pioneer Natural Resources in a $59.5 billion
all-stock transaction1. The combination is expected to generate double-digit returns
by recovering more resources, more efficiently, while accelerating emissions reductions2.
The transaction is expected to close in the second quarter of 2024, pending regulatory and Pioneer shareholder approval. |
| 1 | Based on the October
5, 2023 closing price for ExxonMobil shares and the fixed exchange rate of 2.3234 per Pioneer share. |
| 2 | Expected to leverage
Permian GHG reduction plans to accelerate Pioneer's net-zero emissions plan to 2035 from 2050; plan to lower both companies' Permian
methane emissions through new technology application. |
Energy Products
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| |
|
|
Earnings/(Loss) (U.S. GAAP) |
|
|
| 1,329 |
1,356 |
2,188 |
United States |
6,123 |
8,340 |
| 1,878 |
1,086 |
1,882 |
Non-U.S. |
6,019 |
6,626 |
| 3,207 |
2,442 |
4,070 |
Worldwide |
12,142 |
14,966 |
| |
|
|
|
|
|
| |
|
|
Earnings/(Loss) Excluding Identified Items (non-GAAP) |
|
|
| 1,137 |
1,356 |
2,246 |
United States |
5,931 |
8,398 |
| 1,881 |
1,119 |
2,508 |
Non-U.S. |
6,067 |
7,252 |
| 3,018 |
2,475 |
4,754 |
Worldwide |
11,998 |
15,650 |
| |
|
|
|
|
|
| 5,357 |
5,551 |
5,423 |
Energy Products Sales (kbd) |
5,461 |
5,347 |
| • | Energy Products fourth-quarter earnings totaled $3.2 billion compared to $2.4 billion in the third quarter,
an increase of $765 million. A favorable derivatives mark-to-market impact of $1.2 billion and the unwinding of prior quarter unfavorable
timing effects more than offset weaker seasonal industry refining margins. Results also improved from favorable tax, year-end inventory
impacts, and foreign exchange effects. These factors were partly offset by higher seasonal expenses and lower volumes from higher scheduled
maintenance and divestments. Identified items increased earnings by $222 million versus the third quarter. Earnings excluding these items
were $3.0 billion for the quarter, an increase of $543 million from the third quarter. |
| • | Compared to the fourth quarter last year, earnings decreased $863 million on weaker industry refining
margins and higher project-related expenses, partly offset by favorable derivatives mark-to-market effects. Identified items improved
earnings by $873 million mainly from lower additional European taxes on the energy sector and the absence of asset impairments. Earnings
excluding these identified items were $3.0 billion, $1.7 billion lower than the fourth quarter last year. |
| • | Full-year 2023 earnings were $12.1 billion, a decrease of $2.8 billion versus 2022 due to the decline
in industry refining margins, higher planned maintenance activities and divestments. These factors were partly offset by stronger trading
and marketing margins and higher sales volumes from strong reliability and the start-up of the Beaumont refinery expansion. Identified
items improved earnings by $828 million mainly from lower additional European taxes on the energy sector and the absence of asset impairments.
Earnings excluding identified items were $12.0 billion, a decrease of $3.7 billion from last year. |
| • | Refining throughput for the year was 4.1 million barrels per day, up 38,000 barrels per day from 2022.
The record throughput on a current refinery circuit basis was supported by strong reliability and the completion of the 250,000 barrels
per day Beaumont refinery expansion in the first quarter of 2023. In addition, with the December completion of the 1.5 million barrels
per day strategic Permian crude venture project, both the Beaumont and Baytown refineries have expanded access to advantaged Permian feedstocks. |
Chemical Products
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| |
|
|
Earnings/(Loss) (U.S. GAAP) |
|
|
| 478 |
338 |
298 |
United States |
1,626 |
2,328 |
| (289) |
(89) |
(48) |
Non-U.S. |
11 |
1,215 |
| 189 |
249 |
250 |
Worldwide |
1,637 |
3,543 |
| |
|
|
|
|
|
| |
|
|
Earnings/(Loss) Excluding Identified Items (non-GAAP) |
|
|
| 446 |
338 |
298 |
United States |
1,594 |
2,328 |
| 131 |
(89) |
(48) |
Non-U.S. |
431 |
1,215 |
| 577 |
249 |
250 |
Worldwide |
2,025 |
3,543 |
| |
|
|
|
|
|
| 4,776 |
5,108 |
4,658 |
Chemical Products Sales (kt) |
19,382 |
19,167 |
| • | Chemical Products fourth-quarter earnings were $189 million compared to
$249 million in the third quarter. Identified items mainly associated with asset impairments and other financial reserves reduced earnings
by $388 million. Earnings excluding identified items were $577 million for the quarter, an increase of $328 million from the third quarter.
Margins improved from lower U.S. feed costs and strong performance product sales. Lower overall seasonal sales were partly offset by new
volumes from the recently completed Baytown expansion. |
| • | Current quarter earnings were $61 million lower
compared to fourth-quarter 2022. Identified items mainly associated with asset impairments and other
financial reserves reduced earnings by $388 million. Earnings excluding identified items were $577 million, $327 million higher on
improved margins from lower feed costs. |
| • | Full-year earnings were $1.6 billion, a decrease
of $1.9 billion versus 2022. Lower earnings reflect the overall weaker margin environment from bottom-of-cycle market conditions, higher
planned maintenance, and unfavorable sales mix effects. Identified items reduced earnings by $388 million. Earnings
excluding identified items were $2.0 billion, a decrease of $1.5 billion from 2022. |
Specialty Products
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| |
|
|
Earnings/(Loss) (U.S. GAAP) |
|
|
| 386 |
326 |
406 |
United States |
1,536 |
1,190 |
| 264 |
293 |
354 |
Non-U.S. |
1,178 |
1,225 |
| 650 |
619 |
760 |
Worldwide |
2,714 |
2,415 |
| |
|
|
|
|
|
| |
|
|
Earnings/(Loss) Excluding Identified Items (non-GAAP) |
|
|
| 374 |
326 |
406 |
United States |
1,524 |
1,190 |
| 369 |
293 |
394 |
Non-U.S. |
1,283 |
1,265 |
| 743 |
619 |
800 |
Worldwide |
2,807 |
2,455 |
| |
|
|
|
|
|
| 1,839 |
1,912 |
1,787 |
Specialty Products Sales (kt) |
7,597 |
7,810 |
| • | Specialty Products continued to deliver strong earnings from high-value products. Fourth-quarter earnings
were $650 million, compared to $619 million in the third quarter. Higher margins from improved realizations and lower feed costs, and
positive year-end inventory impacts were partly offset by higher seasonal expenses and lower sales volumes. Identified items reduced earnings
by $93 million in the quarter. |
| • | Compared to the same quarter last year, earnings decreased by $110 million. Weaker basestock margins were
mostly offset by favorable year-end inventory impacts, improved reliability and stronger finished lubes margins. |
| • | Full-year earnings were $2.7 billion, an increase of $299 million compared with 2022 as product differentiation
and brand strength drove sustained business performance. Improved finished lubes margins more than offset lower basestock margins and
specialty products sales volumes due to weaker global demand. |
Corporate and Financing
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| (565) |
(365) |
(531) |
Earnings/(Loss) (U.S. GAAP) |
(1,791) |
(1,663) |
| (641) |
(365) |
(531) |
Earnings/(Loss) Excluding Identified Items (non-GAAP) |
(1,867) |
(1,965) |
| • | Corporate and Financing fourth-quarter net charges of $565 million increased $200 million versus the third
quarter driven by unfavorable foreign exchange impacts, partly offset by tax-related identified
items. |
| • | Net charges of $565 million in the fourth quarter of 2023 increased
$34 million from the same quarter of 2022. |
| • | Full-year net charges of $1.8 billion increased $128 million from
2022 mainly due to the absence of prior year favorable tax-related and other identified items, partly offset by lower financing costs. |
CASH
FLOW FROM OPERATIONS AND ASSET SALES EXCLUDING WORKING CAPITAL
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| 8,012 |
9,346 |
13,055 |
Net income/(loss) including noncontrolling interests |
37,354 |
57,577 |
| 7,740 |
4,415 |
5,064 |
Depreciation and depletion (includes impairments) |
20,641 |
24,040 |
| (2,191) |
1,821 |
(200) |
Changes in operational working capital, excluding cash and debt |
(4,255) |
(194) |
| 121 |
381 |
(298) |
Other |
1,629 |
(4,626) |
| 13,682 |
15,963 |
17,621 |
Cash Flow from Operating Activities (U.S. GAAP) |
55,369 |
76,797 |
| |
|
|
|
|
|
| 1,020 |
917 |
1,333 |
Proceeds from asset sales and returns of investments |
4,078 |
5,247 |
| 14,702 |
16,880 |
18,954 |
Cash Flow from Operations and Asset Sales (non-GAAP) |
59,447 |
82,044 |
| |
|
|
|
|
|
| 2,191 |
(1,821) |
200 |
Less: Changes in operational working capital, excluding cash and debt |
4,255 |
194 |
| 16,893 |
15,059 |
19,154 |
Cash Flow from Operations and Asset Sales excluding Working
Capital
(non-GAAP) |
63,702 |
82,238 |
FREE CASH FLOW
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| 13,682 |
15,963 |
17,621 |
Cash Flow from Operating Activities (U.S. GAAP) |
55,369 |
76,797 |
| (6,228) |
(4,920) |
(5,783) |
Additions to property, plant and equipment |
(21,919) |
(18,407) |
| (1,854) |
(307) |
(2,175) |
Additional investments and advances |
(2,995) |
(3,090) |
| 1,348 |
31 |
1,270 |
Other investing activities including collection of advances |
1,562 |
1,508 |
| 1,020 |
917 |
1,333 |
Proceeds from asset sales and returns of investments |
4,078 |
5,247 |
| 7,968 |
11,684 |
12,266 |
Free Cash Flow (non-GAAP) |
36,095 |
62,055 |
RETURN ON AVERAGE CAPITAL EMPLOYED
| Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| Net income/(loss) attributable to ExxonMobil (U.S. GAAP) |
36,010 |
55,740 |
| Financing costs (after-tax) |
|
|
| Gross third-party debt |
(1,175) |
(1,213) |
| ExxonMobil share of equity companies |
(307) |
(198) |
| All other financing costs – net |
931 |
276 |
| Total financing costs |
(551) |
(1,135) |
| Earnings/(loss) excluding financing costs (non-GAAP) |
36,561 |
56,875 |
| |
|
|
| Total assets (U.S. GAAP) |
376,317 |
369,067 |
| Less liabilities and noncontrolling interests share of assets and liabilities |
|
|
| Total current liabilities excluding notes and loans payable |
(61,226) |
(68,411) |
| Total long-term liabilities excluding long-term debt |
(60,980) |
(56,990) |
| Noncontrolling interests share of assets and liabilities |
(8,878) |
(9,205) |
| Add ExxonMobil share of debt-financed equity company net assets |
3,481 |
3,705 |
| Total capital employed (non-GAAP) |
248,714 |
238,166 |
| |
|
|
| Average capital employed (non-GAAP) |
243,440 |
228,404 |
| |
|
|
| Return on average capital employed – corporate total (non-GAAP) |
15.0% |
24.9% |
CALCULATION OF STRUCTURAL COST SAVINGS
| Dollars in billions |
2019 |
|
|
|
2023 |
| Components of Operating Costs |
|
|
|
|
|
|
From ExxonMobil’s Consolidated Statement of Income
(U.S. GAAP) |
|
|
|
|
|
| Production and manufacturing expenses |
36.8 |
|
|
|
36.9 |
| Selling, general and administrative expenses |
11.4 |
|
|
|
9.9 |
| Depreciation and depletion (includes impairments) |
19.0 |
|
|
|
20.6 |
| Exploration expenses, including dry holes |
1.3 |
|
|
|
0.8 |
| Non-service pension and postretirement benefit expense |
1.2 |
|
|
|
0.7 |
| Subtotal |
69.7 |
|
|
|
68.9 |
| ExxonMobil’s share of equity company expenses (non-GAAP) |
9.1 |
|
|
|
10.5 |
| Total Adjusted Operating Costs (non-GAAP) |
78.8 |
|
|
|
79.4 |
| |
|
|
|
|
|
| Total Adjusted Operating Costs (non-GAAP) |
78.8 |
|
|
|
79.4 |
| Less: |
|
|
|
|
|
| Depreciation and depletion (includes impairments) |
19.0 |
|
|
|
20.6 |
| Non-service pension and postretirement benefit expense |
1.2 |
|
|
|
0.7 |
|
Other adjustments (includes equity company depreciation and depletion) |
3.6 |
|
|
|
3.7 |
| Total Cash Operating Expenses (Cash Opex) (non-GAAP) |
55.0 |
|
|
|
54.4 |
| |
|
|
|
|
|
| Energy and production taxes (non-GAAP) |
11.0 |
|
|
|
14.9 |
| |
|
|
|
|
|
| |
|
Market |
Activity /
Other |
Structural
Savings |
|
| Total Cash Operating Expenses (Cash Opex) excluding Energy and Production Taxes (non-GAAP) |
44.0 |
+3.6 |
+1.6 |
-9.7 |
39.5 |
This press
release also references structural cost savings. Structural cost savings describe decreases in cash opex excluding energy and production
taxes as a result of operational efficiencies, workforce reductions, and other cost-saving measures that are expected to be sustainable
compared to 2019 levels. Relative to 2019, estimated cumulative structural cost savings totaled $9.7 billion, which included
an additional $2.3 billion in 2023. The total change between periods in expenses above will reflect
both structural cost savings and other changes in spend, including market factors, such as inflation and foreign exchange impacts, as
well as changes in activity levels and costs associated with new operations. Estimates of cumulative annual structural savings may be
revised depending on whether cost reductions realized in prior periods are determined to be sustainable compared to 2019 levels. Structural
cost savings are stewarded internally to support management's oversight of spending over time. This measure is useful for investors to
understand the Corporation's efforts to optimize spending through disciplined expense management.
ExxonMobil will discuss financial and operating
results and other matters during a webcast at 7:30 a.m. Central Time on February 2,
2024. To listen to the event or access an archived replay, please visit www.exxonmobil.com.
Important Information about the Pioneer Transaction
and Where to Find It
In connection with the proposed transaction
between Exxon Mobil Corporation (the “Company”) and Pioneer Natural Resources Company (“Pioneer”), the Company
and Pioneer have filed and will file relevant materials with the Securities and Exchange Commission (the “SEC”). On November
21, 2023, the Company filed with the SEC a registration statement on Form S-4 (the “Form S-4”), as amended (No. 333-275695)
to register the shares of the Company common stock to be issued in connection with the proposed transaction. The Form S-4, which was declared
effective by the SEC on January 5, 2024, includes a definitive proxy statement of Pioneer that also constitutes a prospectus of the Company
(the “definitive proxy statement/prospectus”). The definitive proxy statement/prospectus was mailed to the stockholders of
Pioneer on January 8, 2024.
This communication is not a substitute for the
Form S-4, definitive proxy statement/prospectus or any other document that the Company or Pioneer (as applicable) has filed or may file
with the SEC in connection with the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF EXXONMOBIL AND PIONEER ARE URGED TO READ THE FORM S-4, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS FILED
WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free
copies of the Form S-4 and the definitive proxy statement/prospectus (when they become available), as well as other filings containing
important information about ExxonMobil or Pioneer, without charge at the SEC’s Internet website (http://www.sec.gov). Copies of
the documents filed with the SEC by ExxonMobil are and will be available free of charge on ExxonMobil’s internet website at www.exxonmobil.com
under the tab “investors” and then under the tab “SEC Filings” or by contacting ExxonMobil’s Investor Relations
Department at investor.relations@exxonmobil.com. Copies of the documents filed with the SEC by Pioneer are and will be available free
of charge on Pioneer’s internet website at https://investors.pxd.com/investors/financials/sec-filings/. The information included
on, or accessible through, ExxonMobil’s or Pioneer’s website is not incorporated by reference into this communication.
Participants in the Solicitation
The Company, Pioneer, their respective directors
and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers of Pioneer and a description of their direct or indirect interests,
by security holdings or otherwise, is set forth in the Form S-4 in the section entitled “Interests of Pioneer’s Directors
and Executive Officers in the Merger”, including the documents incorporated by reference therein. Information about the directors
and executive officers of the Company is set forth in the sections entitled “Board of Directors” and “Director and Executive
Officer Stock Ownership” included in the Company’s proxy statement for its 2023 annual meeting of stockholders, which was
filed with the SEC on April 13, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000119312523100079/d429320ddef14a.htm),
in the sections entitled “Information about our Executive Officers” and “Directors, Executive Officers and Corporate
Governance” included in the Company’s Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February
22, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000020/xom-20221231.htm), in the Company’s
Form 8-K filed on June 6, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000036/xom-20230531.htm)
and in the Company’s Form 8-K filed on February 24, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000022/xom-20230221.htm).
Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests,
by security holdings or otherwise, are contained in the definitive proxy statement/prospectus and will be contained in other relevant
materials filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational purposes
and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Cautionary Statement
Statements related to future events; projections;
descriptions of strategic, operating, and financial plans and objectives; statements of future ambitions and plans;
and other statements of future events or conditions in this release, are forward-looking statements. Similarly, discussion of future carbon
capture, transportation and storage, as well as biofuels, hydrogen and other plans to reduce emissions of ExxonMobil, its affiliates or
companies it is seeking to acquire, are dependent on future market factors, such as continued technological progress, policy support and
timely rule-making and permitting, and represent forward-looking statements. Actual future results, including financial and operating
performance; potential earnings, cash flow, or rate of return; total capital expenditures and mix, including allocations of capital to
low carbon investments; realization and maintenance of structural cost reductions and efficiency gains, including the ability to offset
inflationary pressure; plans to reduce future emissions and emissions intensity; ambitions to reach Scope 1 and Scope 2 net zero from
operated assets by 2050, to reach Scope 1 and 2 net zero in Upstream Permian Basin unconventional operated assets by 2030 and in Pioneer
Permian assets by 2035, to eliminate routine flaring in-line with World Bank Zero Routine Flaring, to reach near-zero methane emissions
from its operated assets and other methane initiatives, to meet ExxonMobil’s emission reduction goals and plans, divestment and
start-up plans, and associated project plans as well as technology advances, including the timing and outcome of projects to capture and
store CO2, produce hydrogen, produce biofuels, produce lithium and use plastic waste as feedstock for advanced recycling; changes in law,
taxes, or regulation including environmental and tax regulations, trade sanctions, and timely granting of governmental permits and certifications;
cash flow, dividends and shareholder returns, including the timing and amounts of share repurchases; future debt levels and credit
ratings; business and project plans, timing, costs, capacities and returns; resource recoveries and production rates; and planned Pioneer
and Denbury integrated benefits, could differ materially due to a number of factors. These include global or regional changes in the supply
and demand for oil, natural gas, petrochemicals, and feedstocks and other market factors, economic conditions and seasonal fluctuations
that impact prices and differentials for our products; government policies supporting lower carbon investment opportunities such as the
U.S. Inflation Reduction Act or policies limiting the attractiveness of future investment such as the additional European taxes on the
energy sector and unequal support for different methods of emissions reduction; variable impacts of trading activities on our margins
and results each quarter; actions of competitors and commercial counterparties; the outcome of commercial negotiations, including final
agreed terms and conditions; the ability to access debt markets; the ultimate impacts of public health crises, including the effects of
government responses on people and economies; reservoir performance, including variability and timing factors applicable to unconventional
resources; the level and outcome of exploration projects and decisions to invest in future reserves; timely completion of development
and other construction projects; final management approval of future projects and any changes in the scope, terms, or costs of such projects
as approved; government regulation of our growth opportunities; war, civil unrest, attacks against the company or industry and other
political or security disturbances; expropriations, seizure, or capacity, insurance or shipping limitations by foreign governments or
laws; opportunities for potential acquisitions, investments or divestments and satisfaction of applicable conditions to closing, including
timely regulatory approvals; the capture of efficiencies within and between business lines and the ability to maintain near-term cost
reductions as ongoing efficiencies; unforeseen technical or operating difficulties and unplanned maintenance; the development and competitiveness
of alternative energy and emission reduction technologies; the results of research programs and the ability to bring new technologies
to commercial scale on a cost-competitive basis; and other factors discussed under Item 1A. Risk Factors of ExxonMobil’s 2022 Form
10-K.
Actions needed to advance ExxonMobil’s
2030 greenhouse gas emission-reductions plans are incorporated into its medium-term business plans, which are updated annually. The reference
case for planning beyond 2030 is based on the Company’s Global Outlook research and publication. The Outlook is reflective of the
existing global policy environment and an assumption of increasing policy stringency and technology improvement to 2050. However, the
Global Outlook does not attempt to project the degree of required future policy and technology advancement and deployment for the world,
or ExxonMobil, to meet net zero by 2050. As future policies and technology advancements emerge, they will be incorporated into the Outlook,
and the Company’s business plans will be updated accordingly. References to projects or opportunities may not reflect investment
decisions made by the corporation or its affiliates. Individual projects or opportunities may advance based on a number of factors, including
availability of supportive policy, permitting, technological advancement for cost-effective abatement, insights from the company planning
process, and alignment with our partners and other stakeholders. Capital investment guidance in lower-emission investments is based on
our corporate plan; however, actual investment levels will be subject to the availability of the opportunity set, public policy support,
and focused on returns.
Forward-looking
and other statements regarding environmental and other sustainability efforts and aspirations are not an indication that these statements
are material to investors or requiring disclosure in our filing with the SEC. In addition, historical, current, and forward-looking environmental
and other sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls
and processes that continue to evolve, and assumptions that are subject to change in the future, including future rule-making. The release
is provided under consistent SEC disclosure requirements and should not be misinterpreted as applying to any other disclosure standards.
Frequently Used Terms and
Non-GAAP Measures
This press
release includes cash flow from operations and asset sales (non-GAAP). Because of the regular nature of our asset management and divestment
program, the company believes it is useful for investors to consider proceeds associated with the sales of subsidiaries, property, plant
and equipment, and sales and returns of investments together with cash provided by operating activities when evaluating cash available
for investment in the business and financing activities. A reconciliation to net cash provided by operating activities for the 2022 and
2023 periods is shown on page 8.
This press
release also includes cash flow from operations and asset sales excluding working capital (non-GAAP). The company believes it is useful
for investors to consider these numbers in comparing the underlying performance of the company's business across periods when there are
significant period-to-period differences in the amount of changes in working capital. A reconciliation to net cash provided by operating
activities for the 2022 and 2023 periods is shown on page 8.
This press
release also includes Earnings/(Loss) Excluding Identified Items (non-GAAP), which are earnings/(loss) excluding individually significant
non-operational events with, typically, an absolute corporate total earnings impact of at least $250 million in a given quarter. The earnings/(loss)
impact of an identified item for an individual segment may be less than $250 million when the item impacts several periods or several
segments. Earnings/(loss) excluding Identified Items does include non-operational earnings events or impacts that are generally below
the $250 million threshold utilized for identified items. When the effect of these events is significant in aggregate, it is indicated
in analysis of period results as part of quarterly earnings press release and teleconference materials. Management uses these figures
to improve comparability of the underlying business across multiple periods by isolating and removing significant non-operational events
from business results. The Corporation believes this view provides investors increased transparency into business results and trends and
provides investors with a view of the business as seen through the eyes of management. Earnings excluding Identified Items is not meant
to be viewed in isolation or as a substitute for net income/(loss) attributable to ExxonMobil as prepared in accordance with U.S. GAAP.
A reconciliation to earnings is shown for 2023 and 2022 periods in Attachments II-a and II-b. Corresponding per share amounts are shown
on page 1 and in Attachment II-a, including a reconciliation to earnings/(loss) per common share – assuming dilution (U.S. GAAP).
This press
release also includes total taxes including sales-based taxes. This is a broader indicator of the total tax burden on the Corporation’s
products and earnings, including certain sales and value-added taxes imposed on and concurrent with revenue-producing transactions with
customers and collected on behalf of governmental authorities (“sales-based taxes”). It combines “Income taxes”
and “Total other taxes and duties” with sales-based taxes, which are reported net in the income statement. The company believes
it is useful for the Corporation and its investors to understand the total tax burden imposed on the Corporation’s products and
earnings. A reconciliation to total taxes is shown in Attachment I-a.
This press
release also references free cash flow (non-GAAP). Free cash flow is the sum of net cash provided by operating activities and net cash
flow used in investing activities. This measure is useful when evaluating cash available for financing activities, including shareholder
distributions, after investment in the business. Free cash flow is not meant to be viewed in isolation or as a substitute for net cash
provided by operating activities. A reconciliation to net cash provided by operating activities for the 2022 and 2023 periods is shown
on page 8.
References
to resources or resource base may include quantities of oil and natural gas classified as proved reserves, as well as quantities that
are not yet classified as proved reserves, but that are expected to be ultimately recoverable. The term “resource
base” or similar terms are not intended to correspond to SEC definitions such as “probable” or “possible”
reserves. A reconciliation of production excluding divestments, entitlements, and government mandates
to actual production is contained in the Supplement to this release included as Exhibit 99.2 to the Form 8-K filed the same day
as this news release.
The term “project” as used in this
news release can refer to a variety of different activities and does not necessarily have the same meaning as in any government payment
transparency reports. Projects or plans may not reflect investment decisions made by the company. Individual opportunities may advance
based on a number of factors, including availability of supportive policy, technology for cost-effective abatement, and alignment with
our partners and other stakeholders. The company may refer to these opportunities as projects in external disclosures at various stages
throughout their progression.
Government mandates are changes to ExxonMobil’s
sustainable production levels as a result of production limits or sanctions imposed by governments.
Compound annual growth rate (CAGR) represents
the consistent rate at which an investment or business result would have grown had the investment or business result compounded at the
same rate each year.
Debt-to-capital ratio is total debt divided
by the sum of total debt and equity. Total debt is the sum of notes and loans payable and long-term debt, as reported in the consolidated
balance sheet, along with total equity.
Net-debt-to-capital ratio is net debt divided
by the sum of net debt and total equity, where net debt is net of cash and cash equivalents, excluding restricted cash.
This press release also references structural
cost savings, for more details see page 9.
Reference to Earnings
References to corporate earnings mean net income
attributable to ExxonMobil (U.S. GAAP) from the consolidated income statement. Unless otherwise indicated, references to earnings, Upstream,
Energy Products, Chemical Products, Specialty Products and Corporate and Financing earnings, and earnings per share are ExxonMobil’s
share after excluding amounts attributable to noncontrolling interests.
Exxon Mobil Corporation has numerous affiliates,
many with names that include ExxonMobil, Exxon, Mobil, Esso, and XTO. For convenience and simplicity, those terms and terms such as Corporation,
company, our, we, and its are sometimes used as abbreviated references to specific affiliates or affiliate groups. Similarly, ExxonMobil
has business relationships with thousands of customers, suppliers, governments, and others. For convenience and simplicity, words such
as venture, joint venture, partnership, co-venturer, and partner are used to indicate business and other relationships involving common
activities and interests, and those words may not indicate precise legal relationships. ExxonMobil's ambitions, plans and goals do not
guarantee any action or future performance by its affiliates or Exxon Mobil Corporation's responsibility for those affiliates' actions
and future performance, each affiliate of which manages its own affairs.
Throughout
this press release, both Exhibit 99.1 as well as Exhibit 99.2, due to rounding, numbers presented may not add up precisely to the totals
indicated.
 |
ATTACHMENT I-a |
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Preliminary)
| Dollars in millions (unless otherwise noted) |
Three Months Ended December 31, |
Twelve Months Ended
December 31, |
| 2023 |
2022 |
2023 |
2022 |
| Revenues and other income |
|
|
|
|
| Sales and other operating revenue |
81,688 |
93,164 |
334,697 |
398,675 |
| Income from equity affiliates |
1,165 |
605 |
6,385 |
11,463 |
| Other income |
1,491 |
1,660 |
3,500 |
3,542 |
| Total revenues and other income |
84,344 |
95,429 |
344,582 |
413,680 |
| Costs and other deductions |
|
|
|
|
| Crude oil and product purchases |
46,352 |
50,761 |
193,029 |
228,959 |
| Production and manufacturing expenses |
9,893 |
10,365 |
36,885 |
42,609 |
| Selling, general and administrative expenses |
2,591 |
2,832 |
9,919 |
10,095 |
| Depreciation and depletion (includes impairments) |
7,740 |
5,064 |
20,641 |
24,040 |
| Exploration expenses, including dry holes |
139 |
348 |
751 |
1,025 |
| Non-service pension and postretirement benefit expense |
217 |
100 |
714 |
482 |
| Interest expense |
272 |
207 |
849 |
798 |
| Other taxes and duties |
6,515 |
6,910 |
29,011 |
27,919 |
| Total costs and other deductions |
73,719 |
76,587 |
291,799 |
335,927 |
| Income/(Loss) before income taxes |
10,625 |
18,842 |
52,783 |
77,753 |
| Income tax expense/(benefit) |
2,613 |
5,787 |
15,429 |
20,176 |
| Net income/(loss) including noncontrolling interests |
8,012 |
13,055 |
37,354 |
57,577 |
| Net income/(loss) attributable to noncontrolling interests |
382 |
305 |
1,344 |
1,837 |
| Net income/(loss) attributable to ExxonMobil |
7,630 |
12,750 |
36,010 |
55,740 |
OTHER FINANCIAL DATA
| Dollars in millions (unless otherwise noted) |
Three Months Ended December 31, |
Twelve Months Ended
December 31, |
| 2023 |
2022 |
2023 |
2022 |
| Earnings per common share (U.S. dollars) |
1.91 |
3.09 |
8.89 |
13.26 |
| Earnings per common share - assuming dilution (U.S. dollars) |
1.91 |
3.09 |
8.89 |
13.26 |
| |
|
|
|
|
| Dividends on common stock |
|
|
|
|
| Total |
3,839 |
3,767 |
14,941 |
14,939 |
| Per common share (U.S. dollars) |
0.95 |
0.91 |
3.68 |
3.55 |
| |
|
|
|
|
| Millions of common shares outstanding |
|
|
|
|
| Average - assuming dilution |
4,010 |
4,138 |
4,052 |
4,205 |
| |
|
|
|
|
| Taxes |
|
|
|
|
| Income taxes |
2,613 |
5,787 |
15,429 |
20,176 |
| Total other taxes and duties |
7,308 |
7,754 |
32,191 |
31,455 |
| Total taxes |
9,921 |
13,541 |
47,620 |
51,631 |
| Sales-based taxes |
5,792 |
6,113 |
24,693 |
25,434 |
| Total taxes including sales-based taxes |
15,713 |
19,654 |
72,313 |
77,065 |
| |
|
|
|
|
| ExxonMobil share of income taxes of equity companies (non-GAAP) |
843 |
1,512 |
3,058 |
7,594 |
|
. |
ATTACHMENT I-b |
CONDENSED CONSOLIDATED BALANCE SHEET
(Preliminary)
| Dollars in millions (unless otherwise noted) |
December 31, 2023 |
December 31, 2022 |
| ASSETS |
|
|
| Current assets |
|
|
| Cash and cash equivalents |
31,539 |
29,640 |
| Cash and cash equivalents – restricted |
29 |
25 |
| Notes and accounts receivable – net |
38,015 |
41,749 |
| Inventories |
|
|
| Crude oil, products and merchandise |
20,528 |
20,434 |
| Materials and supplies |
4,592 |
4,001 |
| Other current assets |
1,906 |
1,782 |
| Total current assets |
96,609 |
97,631 |
| Investments, advances and long-term receivables |
47,630 |
49,793 |
| Property, plant and equipment – net |
214,940 |
204,692 |
| Other assets, including intangibles – net |
17,138 |
16,951 |
| Total Assets |
376,317 |
369,067 |
| |
|
|
| LIABILITIES |
|
|
| Current liabilities |
|
|
| Notes and loans payable |
4,090 |
634 |
| Accounts payable and accrued liabilities |
58,037 |
63,197 |
| Income taxes payable |
3,189 |
5,214 |
| Total current liabilities |
65,316 |
69,045 |
| Long-term debt |
37,483 |
40,559 |
| Postretirement benefits reserves |
10,496 |
10,045 |
| Deferred income tax liabilities |
24,452 |
22,874 |
| Long-term obligations to equity companies |
1,804 |
2,338 |
| Other long-term obligations |
24,228 |
21,733 |
| Total Liabilities |
163,779 |
166,594 |
| |
|
|
| EQUITY |
|
|
| Common stock without par value |
|
|
| (9,000 million shares authorized, 8,019 million shares issued) |
17,781 |
15,752 |
| Earnings reinvested |
453,927 |
432,860 |
| Accumulated other comprehensive income |
(11,989) |
(13,270) |
| Common stock held in treasury |
|
|
| (4,048 million shares at December 31, 2023, and 3,937 million shares at December 31, 2022) |
(254,917) |
(240,293) |
| ExxonMobil share of equity |
204,802 |
195,049 |
| Noncontrolling interests |
7,736 |
7,424 |
| Total Equity |
212,538 |
202,473 |
| Total Liabilities and Equity |
376,317 |
369,067 |
|
ATTACHMENT I-c |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Preliminary)
| Dollars in millions (unless otherwise noted) |
Twelve Months Ended
December 31, |
| 2023 |
2022 |
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
| Net income/(loss) including noncontrolling interests |
37,354 |
57,577 |
| Depreciation and depletion (includes impairments) |
20,641 |
24,040 |
| Changes in operational working capital, excluding cash and debt |
(4,255) |
(194) |
| All other items – net |
1,629 |
(4,626) |
| Net cash provided by operating activities |
55,369 |
76,797 |
| |
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
| Additions to property, plant and equipment |
(21,919) |
(18,407) |
| Proceeds from asset sales and returns of investments |
4,078 |
5,247 |
| Additional investments and advances |
(2,995) |
(3,090) |
| Other investing activities including collection of advances |
1,562 |
1,508 |
| Net cash used in investing activities |
(19,274) |
(14,742) |
| |
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
| Additions to long-term debt ¹ |
939 |
637 |
| Reductions in long-term debt |
(15) |
(5) |
| Additions to short-term debt |
— |
198 |
| Reductions in short-term debt |
(879) |
(8,075) |
| Additions/(Reductions) in debt with three months or less maturity |
(284) |
25 |
| Contingent consideration payments |
(68) |
(58) |
| Cash dividends to ExxonMobil shareholders |
(14,941) |
(14,939) |
| Cash dividends to noncontrolling interests |
(531) |
(267) |
| Changes in noncontrolling interests |
(770) |
(1,475) |
| Common stock acquired |
(17,748) |
(15,155) |
| Net cash provided by (used in) financing activities |
(34,297) |
(39,114) |
| Effects of exchange rate changes on cash |
105 |
(78) |
| Increase/(Decrease) in cash and cash equivalents |
1,903 |
22,863 |
| Cash and cash equivalents at beginning of period |
29,665 |
6,802 |
| Cash and cash equivalents at end of period |
31,568 |
29,665 |
| |
|
|
| 1 Includes $568 million issued to facilitate the sale of an entity where the buyer assumed the debt upon closing; no longer on the Condensed Consolidated Balance Sheet at the end of 2023. |
|
ATTACHMENT II-a |
KEY FIGURES: IDENTIFIED ITEMS
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| 7,630 |
9,070 |
12,750 |
Earnings/(Loss) (U.S. GAAP) |
36,010 |
55,740 |
| |
|
|
|
|
|
| |
|
|
Identified Items |
|
|
| (3,040) |
— |
(530) |
Impairments |
(3,040) |
(4,202) |
| 305 |
— |
— |
Gain/(Loss) on sale of assets |
305 |
886 |
| 577 |
(47) |
(1,825) |
Tax-related items |
348 |
(1,501) |
| (175) |
— |
1,070 |
Other |
(175) |
1,456 |
| (2,333) |
(47) |
(1,285) |
Total Identified Items |
(2,562) |
(3,361) |
| |
|
|
|
|
|
| 9,963 |
9,117 |
14,035 |
Earnings/(Loss) Excluding Identified Items (non-GAAP) |
38,572 |
59,101 |
| 4Q23 |
3Q23 |
4Q22 |
Dollars per common share |
2023 |
2022 |
| 1.91 |
2.25 |
3.09 |
Earnings/(Loss) Per Common Share ¹ (U.S. GAAP) |
8.89 |
13.26 |
| |
|
|
|
|
|
| |
|
|
Identified Items Per Common Share ¹ |
|
|
| (0.75) |
— |
(0.13) |
Impairments |
(0.75) |
(1.00) |
| 0.08 |
— |
— |
Gain/(Loss) on sale of assets |
0.08 |
0.21 |
| 0.14 |
(0.01) |
(0.44) |
Tax-related items |
0.08 |
(0.36) |
| (0.04) |
— |
0.26 |
Other |
(0.04) |
0.35 |
| (0.57) |
(0.01) |
(0.31) |
Total Identified Items Per Common Share ¹ |
(0.63) |
(0.80) |
| |
|
|
|
|
|
| 2.48 |
2.27 |
3.40 |
Earnings/(Loss) Excl. Identified Items Per Common Share ¹ (non-GAAP) |
9.52 |
14.06 |
| |
|
|
|
|
|
| ¹ Assuming dilution. |
|
ATTACHMENT II-b |
KEY FIGURES: IDENTIFIED ITEMS BY SEGMENT
| Fourth Quarter 2023 |
Upstream |
Energy Products |
Chemical Products |
Specialty Products |
Corporate
&
Financing |
Total |
Dollars
in millions (unless otherwise noted)
|
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
| Earnings/(Loss) (U.S. GAAP) |
84 |
4,065 |
1,329 |
1,878 |
478 |
(289) |
386 |
264 |
(565) |
7,630 |
| |
|
|
|
|
|
|
|
|
|
|
| Identified Items |
|
|
|
|
|
|
|
|
|
|
| Impairments |
(1,978) |
(686) |
— |
— |
(21) |
(273) |
— |
(82) |
— |
(3,040) |
| Gain/(Loss) on sale of assets |
305 |
— |
— |
— |
— |
— |
— |
— |
— |
305 |
| Tax-related items |
184 |
58 |
192 |
(3) |
53 |
— |
12 |
5 |
76 |
577 |
| Other |
— |
— |
— |
— |
— |
(147) |
— |
(28) |
— |
(175) |
| Total Identified Items |
(1,489) |
(628) |
192 |
(3) |
32 |
(420) |
12 |
(105) |
76 |
(2,333) |
| |
|
|
|
|
|
|
|
|
|
|
| Earnings/(Loss) Excl. Identified Items (non-GAAP) |
1,573 |
4,693 |
1,137 |
1,881 |
446 |
131 |
374 |
369 |
(641) |
9,963 |
| Third Quarter 2023 |
Upstream |
Energy Products |
Chemical Products |
Specialty Products |
Corporate
&
Financing |
Total |
Dollars in millions (unless otherwise noted)
|
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
| Earnings/(Loss) (U.S. GAAP) |
1,566 |
4,559 |
1,356 |
1,086 |
338 |
(89) |
326 |
293 |
(365) |
9,070 |
| |
|
|
|
|
|
|
|
|
|
|
| Identified Items |
|
|
|
|
|
|
|
|
|
|
| Tax-related items |
— |
(14) |
— |
(33) |
— |
— |
— |
— |
— |
(47) |
| Total Identified Items |
— |
(14) |
— |
(33) |
— |
— |
— |
— |
— |
(47) |
| |
|
|
|
|
|
|
|
|
|
|
| Earnings/(Loss) Excl. Identified Items (non-GAAP) |
1,566 |
4,573 |
1,356 |
1,119 |
338 |
(89) |
326 |
293 |
(365) |
9,117 |
| Fourth Quarter 2022 |
Upstream |
Energy Products |
Chemical Products |
Specialty Products |
Corporate
&
Financing |
Total |
Dollars in millions (unless otherwise noted)
|
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
| Earnings/(Loss) (U.S. GAAP) |
2,493 |
5,708 |
2,188 |
1,882 |
298 |
(48) |
406 |
354 |
(531) |
12,750 |
| |
|
|
|
|
|
|
|
|
|
|
| Identified Items |
|
|
|
|
|
|
|
|
|
|
| Impairments |
— |
(216) |
(58) |
(216) |
— |
— |
— |
(40) |
— |
(530) |
| Tax-related items |
— |
(1,415) |
— |
(410) |
— |
— |
— |
— |
— |
(1,825) |
| Other |
— |
1,070 |
— |
— |
— |
— |
— |
— |
— |
1,070 |
| Total Identified Items |
— |
(561) |
(58) |
(626) |
— |
— |
— |
(40) |
— |
(1,285) |
| |
|
|
|
|
|
|
|
|
|
|
| Earnings/(Loss) Excl. Identified Items (non-GAAP) |
2,493 |
6,269 |
2,246 |
2,508 |
298 |
(48) |
406 |
394 |
(531) |
14,035 |
| 2023 |
Upstream |
Energy Products |
Chemical Products |
Specialty Products |
Corporate
&
Financing |
Total |
Dollars in millions (unless otherwise noted)
|
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
| Earnings/(Loss) (U.S. GAAP) |
4,202 |
17,106 |
6,123 |
6,019 |
1,626 |
11 |
1,536 |
1,178 |
(1,791) |
36,010 |
| |
|
|
|
|
|
|
|
|
|
|
| Identified Items |
|
|
|
|
|
|
|
|
|
|
| Impairments |
(1,978) |
(686) |
— |
— |
(21) |
(273) |
— |
(82) |
— |
(3,040) |
| Gain/(Loss) on sale of assets |
305 |
— |
— |
— |
— |
— |
— |
— |
— |
305 |
| Tax-related items |
184 |
(126) |
192 |
(48) |
53 |
— |
12 |
5 |
76 |
348 |
| Other |
— |
— |
— |
— |
— |
(147) |
— |
(28) |
— |
(175) |
| Total Identified Items |
(1,489) |
(812) |
192 |
(48) |
32 |
(420) |
12 |
(105) |
76 |
(2,562) |
| |
|
|
|
|
|
|
|
|
|
|
| Earnings/(Loss) Excl. Identified Items (non-GAAP) |
5,691 |
17,918 |
5,931 |
6,067 |
1,594 |
431 |
1,524 |
1,283 |
(1,867) |
38,572 |
| 2022 |
Upstream |
Energy Products |
Chemical Products |
Specialty Products |
Corporate
&
Financing |
Total |
Dollars in millions (unless otherwise noted)
|
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
U.S. |
Non-U.S. |
| Earnings/(Loss) (U.S. GAAP) |
11,728 |
24,751 |
8,340 |
6,626 |
2,328 |
1,215 |
1,190 |
1,225 |
(1,663) |
55,740 |
| |
|
|
|
|
|
|
|
|
|
|
| Identified Items |
|
|
|
|
|
|
|
|
|
|
| Impairments |
— |
(3,790) |
(58) |
(216) |
— |
— |
— |
(40) |
(98) |
(4,202) |
| Gain/(Loss) on sale of assets |
299 |
587 |
— |
— |
— |
— |
— |
— |
— |
886 |
| Tax-related items |
— |
(1,415) |
— |
(410) |
— |
— |
— |
— |
324 |
(1,501) |
| Other |
— |
1,380 |
— |
— |
— |
— |
— |
— |
76 |
1,456 |
| Total Identified Items |
299 |
(3,238) |
(58) |
(626) |
— |
— |
— |
(40) |
302 |
(3,361) |
| |
|
|
|
|
|
|
|
|
|
|
| Earnings/(Loss) Excl. Identified Items (non-GAAP) |
11,429 |
27,989 |
8,398 |
7,252 |
2,328 |
1,215 |
1,190 |
1,265 |
(1,965) |
59,101 |
|
ATTACHMENT III |
KEY FIGURES: UPSTREAM VOLUMES
| 4Q23 |
3Q23 |
4Q22 |
Net production of crude oil, natural gas liquids, bitumen and synthetic oil, thousand barrels per day (kbd) |
2023 |
2022 |
| 851 |
756 |
789 |
United States |
803 |
776 |
| 709 |
655 |
682 |
Canada/Other Americas |
664 |
588 |
| 3 |
4 |
4 |
Europe |
4 |
4 |
| 231 |
229 |
223 |
Africa |
221 |
238 |
| 722 |
713 |
725 |
Asia |
721 |
705 |
| 34 |
40 |
38 |
Australia/Oceania |
36 |
43 |
| 2,550 |
2,397 |
2,461 |
Worldwide |
2,449 |
2,354 |
| |
|
|
|
|
|
| 4Q23 |
3Q23 |
4Q22 |
Net natural gas production available for sale, million cubic feet per day (mcfd) |
2023 |
2022 |
| 2,262 |
2,271 |
2,383 |
United States |
2,311 |
2,551 |
| 98 |
94 |
74 |
Canada/Other Americas |
96 |
148 |
| 367 |
368 |
536 |
Europe |
414 |
667 |
| 149 |
129 |
89 |
Africa |
125 |
71 |
| 3,486 |
3,528 |
3,704 |
Asia |
3,490 |
3,418 |
| 1,283 |
1,358 |
1,381 |
Australia/Oceania |
1,298 |
1,440 |
| 7,645 |
7,748 |
8,167 |
Worldwide |
7,734 |
8,295 |
| |
|
|
|
|
|
| 3,824 |
3,688 |
3,822 |
Oil-equivalent production (koebd)¹ |
3,738 |
3,737 |
| |
|
|
|
|
|
| 1 Natural gas is converted to an oil-equivalent basis at six million cubic feet per one thousand barrels. |
|
|
ATTACHMENT IV |
KEY FIGURES: MANUFACTURING THROUGHPUT AND SALES
| 4Q23 |
3Q23 |
4Q22 |
Refinery throughput, thousand barrels per day (kbd) |
2023 |
2022 |
| 1,933 |
1,868 |
1,694 |
United States |
1,848 |
1,702 |
| 407 |
415 |
433 |
Canada |
407 |
418 |
| 1,014 |
1,251 |
1,157 |
Europe |
1,166 |
1,192 |
| 450 |
517 |
532 |
Asia Pacific |
498 |
539 |
| 82 |
164 |
167 |
Other |
149 |
179 |
| 3,886 |
4,215 |
3,983 |
Worldwide |
4,068 |
4,030 |
| |
|
|
|
|
|
| 4Q23 |
3Q23 |
4Q22 |
Energy Products sales, thousand barrels per day (kbd) |
2023 |
2022 |
| 2,704 |
2,626 |
2,507 |
United States |
2,633 |
2,426 |
| 2,653 |
2,925 |
2,916 |
Non-U.S. |
2,828 |
2,921 |
| 5,357 |
5,551 |
5,423 |
Worldwide |
5,461 |
5,347 |
| |
|
|
|
|
|
| 2,255 |
2,316 |
2,270 |
Gasolines, naphthas |
2,288 |
2,232 |
| 1,735 |
1,834 |
1,798 |
Heating oils, kerosene, diesel |
1,795 |
1,774 |
| 328 |
358 |
349 |
Aviation fuels |
336 |
338 |
| 185 |
229 |
210 |
Heavy fuels |
214 |
235 |
| 854 |
814 |
796 |
Other energy products |
829 |
768 |
| 5,357 |
5,551 |
5,423 |
Worldwide |
5,461 |
5,347 |
| |
|
|
|
|
|
| 4Q23 |
3Q23 |
4Q22 |
Chemical Products sales, thousand metric tons (kt) |
2023 |
2022 |
| 1,743 |
1,750 |
1,583 |
United States |
6,779 |
7,270 |
| 3,033 |
3,358 |
3,076 |
Non-U.S. |
12,603 |
11,897 |
| 4,776 |
5,108 |
4,658 |
Worldwide |
19,382 |
19,167 |
| |
|
|
|
|
|
| 4Q23 |
3Q23 |
4Q22 |
Specialty Products sales, thousand metric tons (kt) |
2023 |
2022 |
| 473 |
498 |
455 |
United States |
1,962 |
2,049 |
| 1,367 |
1,414 |
1,332 |
Non-U.S. |
5,635 |
5,762 |
| 1,839 |
1,912 |
1,787 |
Worldwide |
7,597 |
7,810 |
|
ATTACHMENT V |
KEY FIGURES: CAPITAL AND EXPLORATION EXPENDITURES
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| |
|
|
Upstream |
|
|
| 2,258 |
2,241 |
2,118 |
United States |
8,813 |
6,968 |
| 3,512 |
2,560 |
3,297 |
Non-U.S. |
10,948 |
10,034 |
| 5,770 |
4,801 |
5,415 |
Total |
19,761 |
17,002 |
| |
|
|
|
|
|
| |
|
|
Energy Products |
|
|
| 227 |
261 |
343 |
United States |
1,195 |
1,351 |
| 485 |
386 |
405 |
Non-U.S. |
1,580 |
1,059 |
| 712 |
647 |
748 |
Total |
2,775 |
2,410 |
| |
|
|
|
|
|
| |
|
|
Chemical Products |
|
|
| 211 |
103 |
332 |
United States |
751 |
1,123 |
| 641 |
268 |
824 |
Non-U.S. |
1,962 |
1,842 |
| 852 |
371 |
1,156 |
Total |
2,713 |
2,965 |
| |
|
|
|
|
|
| |
|
|
Specialty Products |
|
|
| 22 |
16 |
12 |
United States |
63 |
46 |
| 127 |
95 |
90 |
Non-U.S. |
391 |
222 |
| 149 |
111 |
102 |
Total |
454 |
268 |
| |
|
|
|
|
|
| |
|
|
Other |
|
|
| 274 |
92 |
42 |
Other |
622 |
59 |
| |
|
|
|
|
|
| 7,757 |
6,022 |
7,463 |
Worldwide |
26,325 |
22,704 |
CASH CAPITAL EXPENDITURES
| 4Q23 |
3Q23 |
4Q22 |
Dollars in millions (unless otherwise noted) |
2023 |
2022 |
| 6,228 |
4,920 |
5,783 |
Additions to property, plant and equipment |
21,919 |
18,407 |
| 506 |
276 |
905 |
Net investments and advances |
1,433 |
1,582 |
| 6,734 |
5,196 |
6,688 |
Total Cash Capital Expenditures |
23,352 |
19,989 |
| |
|
|
|
|
|
|
ATTACHMENT VI |
KEY FIGURES: QUARTER EARNINGS/(LOSS)
Results Summary
| 4Q23 |
3Q23 |
Change
vs
3Q23 |
4Q22 |
Change
vs
4Q22 |
Dollars in millions (except per share data) |
2023 |
2022 |
Change
vs
2022 |
| 7,630 |
9,070 |
-1,440 |
12,750 |
-5,120 |
Earnings (U.S. GAAP) |
36,010 |
55,740 |
-19,730 |
| 9,963 |
9,117 |
+846 |
14,035 |
-4,072 |
Earnings Excluding Identified Items (non-GAAP) |
38,572 |
59,101 |
-20,529 |
| |
|
|
|
|
|
|
|
|
| 1.91 |
2.25 |
-0.34 |
3.09 |
-1.18 |
Earnings Per Common Share ¹ |
8.89 |
13.26 |
-4.37 |
| 2.48 |
2.27 |
+0.21 |
3.40 |
-0.92 |
Earnings Excl. Identified Items Per Common Share ¹
(non-GAAP) |
9.52 |
14.06 |
-4.54 |
| |
|
|
|
|
|
|
|
|
| 7,757 |
6,022 |
+1,735 |
7,463 |
+294 |
Capital and Exploration Expenditures |
26,325 |
22,704 |
+3,621 |
| |
|
|
|
|
|
|
|
|
| ¹ Assuming dilution. |
|
Full-year Factor Analysis
|
ATTACHMENT VII |
KEY FIGURES: EARNINGS/(LOSS) BY QUARTER
| Dollars in millions (unless otherwise noted) |
2023 |
2022 |
2021 |
2020 |
2019 |
| First Quarter |
11,430 |
5,480 |
2,730 |
(610) |
2,350 |
| Second Quarter |
7,880 |
17,850 |
4,690 |
(1,080) |
3,130 |
| Third Quarter |
9,070 |
19,660 |
6,750 |
(680) |
3,170 |
| Fourth Quarter |
7,630 |
12,750 |
8,870 |
(20,070) |
5,690 |
| Full Year |
36,010 |
55,740 |
23,040 |
(22,440) |
14,340 |
| |
|
|
|
|
|
| Dollars per common share ¹ |
2023 |
2022 |
2021 |
2020 |
2019 |
| First Quarter |
2.79 |
1.28 |
0.64 |
(0.14) |
0.55 |
| Second Quarter |
1.94 |
4.21 |
1.10 |
(0.26) |
0.73 |
| Third Quarter |
2.25 |
4.68 |
1.57 |
(0.15) |
0.75 |
| Fourth Quarter |
1.91 |
3.09 |
2.08 |
(4.70) |
1.33 |
| Full Year |
8.89 |
13.26 |
5.39 |
(5.25) |
3.36 |
| |
|
|
|
|
|
| 1 Computed using the average number of shares outstanding during each period; assuming dilution. |
|
Important Information about the Proposed
Transaction and Where to Find It
In connection with the proposed transaction
between Exxon Mobil Corporation (the “Company”) and Pioneer Natural Resources Company (“Pioneer”),
the Company and Pioneer have filed and will file relevant materials with the Securities and Exchange Commission (the “SEC”).
On November 21, 2023, the Company filed with the SEC a registration statement on Form S-4 (the “Form S-4”), as amended
(No. 333-275695) to register the shares of the Company common stock to be issued in connection with the proposed transaction. The Form
S-4, which was declared effective by the SEC on January 5, 2024, includes a definitive proxy statement of Pioneer that also constitutes
a prospectus of the Company (the “definitive proxy statement/prospectus”). The definitive proxy statement/prospectus
was mailed to the stockholders of Pioneer on January 8, 2024. This communication is not a substitute for the Form S-4, definitive proxy
statement/prospectus or any other document that the Company or Pioneer (as applicable) has filed or may file with the SEC in connection
with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND PIONEER
ARE URGED TO READ THE FORM S-4, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Form S-4 and the definitive proxy statement/prospectus, as well as other
filings containing important information about the Company or Pioneer, without charge at the SEC’s Internet website (http://www.sec.gov).
Copies of the documents filed with the SEC by the Company are and will be available free of charge on the Company’s internet website
at www.exxonmobil.com under the tab “investors” and then under the tab “SEC Filings” or by contacting the Company’s
Investor Relations Department at investor.relations@exxonmobil.com. Copies of the documents filed with the SEC by Pioneer are and will
be available free of charge on Pioneer’s internet website at https://investors.pxd.com/investors/financials/sec-filings/. The information
included on, or accessible through, the Company’s or Pioneer’s website is not incorporated by reference into this communication.
Participants in the Solicitation
The Company, Pioneer, their respective
directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and executive officers of Pioneer and a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the Form S-4 in the section entitled “Interests of Pioneer’s
Directors and Executive Officers in the Merger”, including the documents incorporated by reference therein. Information about
the directors and executive officers of the Company is set forth in the sections entitled “Board of Directors” and
“Director and Executive Officer Stock Ownership” included in the Company’s proxy statement for its 2023 annual
meeting of stockholders, which was filed with the SEC on April 13, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000119312523100079/d429320ddef14a.htm),
in the sections entitled “Information about our Executive Officers” and “Directors, Executive Officers and
Corporate Governance” included in the Company’s Form 10-K for the year ended December 31, 2022, which was filed with
the SEC on February 22, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000020/xom-20221231.htm),
in the Company’s Form 8-K filed on November 7, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000059/xom-20231106.htm), in the Company's Form 8-K filed on June 6, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000036/xom-20230531.htm)
and in the Company’s Form 8-K filed on February 24, 2023 (and which is available at https://www.sec.gov/Archives/edgar/data/34088/000003408823000022/xom-20230221.htm).
Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests,
by security holdings or otherwise, are contained in the definitive proxy statement/prospectus and will be contained in other relevant
materials filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational
purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future
business and financial events, conditions, expectations, plans or ambitions, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,”
“target,” similar expressions, and variations or negatives of these words, but not all forward-looking statements include
such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements
about the consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based
upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are
beyond the control of the Company and Pioneer, that could cause actual results to differ materially from those expressed in such forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the proposed transaction
on anticipated terms and timing, or at all, including obtaining regulatory approvals that may be required on anticipated terms and Pioneer
stockholder approval; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,
expansion and growth of the combined company’s operations and other conditions to the completion of the proposed transaction, including
the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within
the expected time period; the ability of the Company and Pioneer to integrate the business successfully and to achieve anticipated synergies
and value creation; potential litigation relating to the proposed transaction that could be instituted against the Company, Pioneer or
their respective directors; the risk that disruptions from the proposed transaction will harm the Company’s or Pioneer’s
business, including current plans and operations and that management’s time and attention will be diverted on transaction-related
issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed
transaction; rating agency actions and the Company and Pioneer’s ability to access short- and long-term debt markets on a timely
and affordable basis; legislative, regulatory and economic developments, including regulatory actions targeting public companies in the
oil and gas industry and changes in local, national, or international laws, regulations, and policies affecting the Company and Pioneer
including with respect to the environment; potential business uncertainty, including the outcome of commercial negotiations and changes
to existing business relationships during the pendency of the proposed transaction that could affect the Company’s and/or Pioneer’s
financial performance and operating results; certain restrictions during the pendency of the proposed transaction that may impact Pioneer’s
ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak
of war, hostilities, civil unrest, attacks against the Company or Pioneer, and other political or security disturbances; dilution caused
by the Company’s issuance of additional shares of its common stock in connection with the proposed transaction; the possibility
that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes
in policy and consumer support for emission-reduction products and technology; the impacts of pandemics or other public health crises,
including the effects of government responses on people and economies; global or regional changes in the supply and demand for oil, natural
gas, petrochemicals, and feedstocks and other market or economic conditions that impact demand, prices and differentials, including reservoir
performance; changes in technical or operating conditions, including unforeseen technical difficulties; those risks described in Item
1A of the Company’s Annual Report on Form 10-K, filed with the SEC on February 22, 2023, and subsequent reports on Forms 10-Q and
8-K, as well as under the heading “Factors Affecting Future Results” on the Investors page of the Company’s website
at www.exxonmobil.com (information included on or accessible through the Company’s website is not incorporated by reference into
this communication); those risks described in Item 1A of Pioneer’s Annual Report on Form 10-K, filed with the SEC on February 23,
2023, and subsequent reports on Forms 10-Q and 8-K; and those risks described in the registration statement on Form S-4 and accompanying
definitive proxy statement/prospectus available from the sources indicated above. References to resources or other quantities of oil
or natural gas may include amounts that the Company or Pioneer believe will ultimately be produced, but that are not yet classified as
“proved reserves” under SEC definitions.
These risks, as well as other risks associated
with the proposed transaction, are more fully discussed in the definitive proxy statement/prospectus included in the registration statement
on Form S-4 filed with the SEC and mailed to Pioneer stockholders in connection with the proposed transaction. While the list of factors
presented here and the list of factors presented in the registration statement on Form S-4 and the definitive proxy statement/prospectus
are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to
place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity,
and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this communication. Neither the Company nor Pioneer assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication
nor the continued availability of this communication in archive form on the Company’s or Pioneer’s website should be deemed
to constitute an update or re-affirmation of these statements as of any future date.
Actions needed to advance the Company’s
2030 and 2035 greenhouse gas emission-reductions plans are incorporated into its medium-term business plans, which are updated annually.
The reference case for planning beyond 2030 is based on the Company’s Energy Outlook research and publication (the “Outlook”).
The Outlook is reflective of the existing global policy environment, the Outlook does not attempt to project the degree of required future
policy and technology advancement and deployment for the world, or the Company, to meet net zero by 2050. As future policies and technology
advancements emerge, they will be incorporated into the Outlook, and the Company’s business plans will be updated accordingly.
Actual future results, including the achievement of net zero in Upstream Permian Basin unconventional operated assets by 2030/2035 and
plans to lower methane emissions from operated assets, to increase water recycling in our combined Permian operations, and to feed hydrogen,
ammonia, and carbon capture projects could vary depending on the ability to execute operational objectives on a timely and successful
basis; policy support for emission-reduction products and technologies; changes in laws, regulations and international treaties regarding
lower emission technologies and projects; government incentives; unforeseen technical or operational difficulties; the outcome of research
efforts and future technology developments, including the ability to scale projects, technologies, and markets on a commercially competitive
basis; changes in supply and demand and other market factors affecting future prices of oil, gas, and petrochemical products; the actions
of competitors; and other factors discussed in this communication and in the additional forward looking statement disclaimer included
above.
All references to production rates, project
capacity, resource size, and acreage are on a gross basis, unless otherwise noted.
Exxon Mobil (NYSE:XOM)
過去 株価チャート
から 11 2024 まで 12 2024
Exxon Mobil (NYSE:XOM)
過去 株価チャート
から 12 2023 まで 12 2024
