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INDEX NO. 452044/2018
RECEIVED NYSCEF: 10/05/2019

EXHIBIT A

 INDEX NO. 452044/2018

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CONFIDENTIAL

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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK

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PEOPLE OF THE STATE OF

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NEW YORK, By BARBARA D.

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UNDERWOOD, Attorney

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General of the State of

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New York,

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Plaintiff,

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) Index No. 452044/2018

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- against -

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EXXON MOBIL

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CORPORATION,

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Defendant.

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******************************************************

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"CONFIDENTIAL"

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ORAL AND VIDEOTAPED DEPOSITION OF

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REX TILLERSON

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JUNE 19, 2019

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******************************************************
ORAL AND VIDEOTAPED DEPOSITION OF REX TILLERSON,

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produced as a witness at the instance of the Plaintiff,

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and duly sworn, was taken in the above-styled and

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numbered cause on the 19th day of June, 2019, from 9:04

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a.m. to 4:08 p.m., before Julie C. Brandt, RMR, CRR, and

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CSR in and for the State of Texas, reported by machine

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shorthand, at the offices of Squire Patton Boggs, 2000

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McKinney Avenue, Suite 1700, Dallas, Texas.

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At that point I began to have jobs that were a
combination of technical and managerial up -- and
various assignments, again, in Exxon Company USA. In
1990 -- ultimately rising to division production
manager.
In 1992, I was moved to Dallas, to Las Colinas
to work as an adviser to the Exxon Mobil Management
Committee and Board for two years, and then I went to
Exxon Company International in New Jersey in 1994, where
I was manager of international natural gas sales for a
few months. And then I became president of Exxon Yemen
and SO Exploration Korat, Inc., which was our upstream
Thai affiliate in Thailand Bangkok.
Following that, I was named vice president of
Exxon Ventures CIS and president of Exxon Neftegas,
Limited, which was our Russian affiliate that was
responsible for the Sakhalin Island development of
operations.
Following that, at the Exxon Mobil merger, I
moved back to Houston and became executive vice
president of Exxon Development Company.
After two years there, I moved to the
corporation as a senior vice president in the upstream.
2004, I was named president of the corporation
and a director, a member of the Board of Directors.

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Q. Roughly.
A. It might be plus or minus a few.
Q. Fair enough.
Do currently you have any role with respect to
Exxon?
A. No.
Q. And are you currently employed?
A. No.
Q. I am going to now ask you about your time at
Exxon. I am going to focus on your time when you were
Chairman and CEO of Exxon unless I state otherwise.
Could you describe Exxon's annual corporate
planning process?
A. It's a process that -- it really begins with
the development of our Energy Outlook, which starts
really in the late spring. And this is a bottom-up
development of Exxon Mobil's view of global energy
supply/demand and all of the factors that contribute to
the demand side, as well as the supply side, in all
segments of energy related activities. So not just oil,
natural gas, power generation. So all aspects.
That outlook is really the fundamental basis
then for setting the plan guidelines that the
corporation then provides to the business units around
the -- around the world and within the corporation for

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2006, I was named Chairman and CEO.
Q. And how long did you hold the position of
Chairman and CEO?
A. Until December 31, 2016.
Q. It's sort of self-evident, but what were your
responsibilities as Chairman and CEO of Exxon?
A. Well, the overall management of the
corporation's affairs, as well as working with the Board
of Directors, chairing the Board as Chairman of the
Board of Directors, and ensuring that the corporation's
activities were carried out in accordance with all the
laws, rules, regulations around the world. And then an
important part of that responsibility is developing the
people and ensuring that we have competent people in a
chain of succession throughout the organization so that
we have competent managers and supervisors. Developing
people was a big part of those responsibilities.
Q. And who did you report to?
A. The Board of Directors.
Q. And approximately how many people reported
directly to you?
A. I'd have to get an organization chart out to
look, but I'm going to say about 18.
Q. Okay. And do you -A. Roughly.

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them to then develop their strategic plans and their
operational plans for the coming year, which is
important in terms of the near term, but also then to
develop their long-term plans, looking out into the
future, whether it be investment plans that they might
be considering, a strategic direction they want to take
with their business line. And then the business lines
develop those plans in a great deal of granularity.
They're a consolidated business line level, and the
president of the business lines then would bring those
to the corporation for our review, discussion about
those plans, our understanding, and then ultimately that
all gets consolidated and reviewed with the Board of
Directors at kind of an upstream E & P level, downstream
refining fuels marketing level, chemicals company, and
then research activities. And that's all consolidated
results in the Corporate Plan as a consolidated effort.
That sets our direction for the next -- the
immediate next 12 to 18 months, but then gives us some
directional indication of where we're going longer term
in those activities, because most all of the investment
activities play out over multiple years in terms of
getting to a decision, but also operationally, then
these investment projects may go on for 50 plus years.
Q. And what was your role in the annual corporate

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investment decisions, whatnot. So, yeah, it is true
that if you said the basis in the guide was $80, that
would be more burdensome on high emissions projects than
$40 would be. It also would provide greater incentive
from a cost avoidance standpoint for existing operations
to reduce emissions. 80 would provide more incentives
than 40 would. 40 would not debit emissions cost as
much as 80. So the fact that it's 40 instead of 80 or
100 or 20, it's kind of an academic debate. And that's
what, you know, we asked these folks to do, is think
about what's really representative of where the
regulatory environment is likely to go, what are
governments likely to do, and then let's test, where
appropriate, how that affects -- you test. We tell the
organization, you test how that affects the projects,
the opportunities you're considering and here is some
guidance on how to do it and here is somebody to call.
This whole discussion about the Energy Outlook
proxy cost versus the plan guidance, I am not sure what
these folks were trying to -- I am not sure what they
were getting at at that time, and I don't remember -- I
don't remember it either.
Q. (BY MS. BERGER) Well, the email says that
Mr. Eizember had pointed it out to you several years
previously.

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whatever, then, yes, it's going to grow, absent any
actions of mitigation that are taken.
Q. At the bottom of Mr. Eizember's email at the
top he says, I will point out the differences this year
again if the consensus is to stay with the $40.
Do you recall any discussion with Mr. Eizember
in and around April of 2011 where he pointed out the
differences to you?
A. No. It's just too long ago. I don't recall.
Q. I want to focus now on investor inquiries
during your time as CEO and Chairman.
A. Uh-huh.
Q. What responsibilities, if any, did you have
with responding to questions from Exxon's shareholders?
A. Well, those would typically be forwarded to
the Investor Relations organization, who would
oftentimes contact the shareholder that was writing me
or writing them, depending on how they came in, to
ensure they understood what's -- you know, what's your
concern, what's your question.
They would then review with me, you know, what
the issue was, what the circumstances were and
recommendations on how we wanted to respond to try to
answer those concerns or answer those questions.
Sometimes it's just a question people were just asking.

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A. Uh-huh.
Q. And so is it your testimony you just don't
recall any of those discussions?
A. Yeah, I just -- I don't recall us having a lot
of conversation about it. I mean, if he says he pointed
it out to me, I don't -- I mean, I am not doubting what
Mr. Eizember has written. I am just telling you I don't
remember. So obviously they weren't -- they weren't
substantive discussions because they didn't stick with
me.
Q. Okay. And around this time, April of 2011,
what was the approximate percentage of Exxon's projects
that increased GHG emissions, as compared to Exxon's
projects that decreased GHG emissions?
A. I would have no way to know without looking at
other information.
Q. Is it fair to say that around this time that
the vast majority of Exxon's projects increased GHG
emissions?
A. The nature of Exxon Mobil's business, the
petroleum and petrochemical business, is an intensive
industrial process that does emit greenhouse gases.
That is a true statement. So anything we do that
expands that business, if it is not offset by things
that are being taken out of service, shut down,

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Q. Was there some procedure for tracking
questions and responses to shareholder questions?
A. I think Investor Relations kept track of those
and the corporate secretary -Q. Yeah. Okay.
A. -- as part of Investor Relations.
Q. Did you have in-person meetings with Exxon
shareholders?
A. On occasion.
Q. Was there -- was there sort of a regular
cadence, or would it -A. No, no.
Q. Was it more -A. It was very much on a, as we viewed, it would
be useful to do so, you know. Obviously, if I made
myself available to every shareholder, I would have a
tough time doing my job.
Q. Yeah. Fair enough.
Was there some -- what went into the decisions
as to when you would meet with shareholders?
A. Well, I think it would be -- it was the nature
of the concern that was being expressed, the level of
interest amongst shareholders, an opportunity where it
was just -- an opportunity for us to clarify depending
on what the issue was and an opportunity for them to

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discussions within Exxon around this time about
preparing a report to address this?
A. Well, yes, we discussed every request that
came in. This one specific -- I mean, I don't remember
specifics around any one of them.
Q. Okay.
A. But we discussed every request that would come
in.
Q. Do you remember any conversations with
Mr. Rosenthal or anyone in Investor Relations about
responding to this letter?
A. I'm sure we had conversations, but, again, I
don't remember this letter specifically, you know,
standing apart from other similar requests that we might
get.
Q. Do you recall that the response to this became
part of -- in addition to a number of other shareholder
proposals, that the response became the two reports
issued by Exxon on March 31, 2014?
A. I don't remember whether it did or not.
MS. BERGER: I think now would be a good
time to break for lunch.
MR. TOAL: Fine with us.
THE VIDEOGRAPHER: We're going off the
record at 12:23 p.m.

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the first paragraph of the email refresh your
recollection that the Energy and Climate Report was
issued by Exxon in response to a shareholder proposal
that was then withdrawn?
A. Yes.
Q. Okay. And the email then says, RWT reviewed
the document and found it acceptable. Is RWT a
reference to you?
A. I believe it is, yes.
Q. Okay. Do you recall reviewing a draft of this
report in or around March 21, 2014?
A. I recall the report and I suspect there were
probably two or three back and forths on it, but I don't
recall anything specific to it other than that.
Q. What do you recall about your role with
respect to the report?
A. I reviewed the report to ensure it was
accurate, to ensure that it was fully responsive to what
the shareholder inquiries were about, and then approved
its final release.
Q. Okay. And then if I could just direct your
attention of this draft to pages 5 through 7. It's
Section 5 entitled "Proxy Cost For Emissions Policy,"
and continues on 6 and then to the top of 7. And all I
want to ask is if you recall providing any edits to this

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(Break from 12:23 p.m. to 1:18 p.m.)
THE VIDEOGRAPHER: We are going back on
the record at 1:18 p.m.
(Exhibit 109 marked.)
Q. (BY MS. BERGER) Good afternoon, Secretary
Tillerson. I'm going to hand you a document that's been
marked as Exhibit 109.
A. Okay.
Q. This is an email exchange between Robert
Luettgen and Mr. Colton. You're not on the email
exchange, but it references and attaches a document that
was shared with you, and the document is a draft of the
Energy and Climate Report.
A. Okay. Are these -Q. So -A. Are they the same?
Q. So one is what we call a native copy, and
that's going to have the paragraphs that are referenced
and highlighted in red, and those appear on pages 18 and
19, but otherwise I can represent to you that they are
the same document -A. Okay.
Q. -- aside from the red highlights.
A. Okay.
Q. So directing your attention to the email, does

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section of the report?
A. You're asking about Section 5?
Q. Section 5.
A. Yeah.
Q. Which appears on page 5?
A. Right.
Q. Through the top of 7.
A. Right. And your question was whether I recall
making any edits?
Q. That's right.
A. I do not recall making any edits to this
section.
MS. BERGER: Tab 21, please.
(Exhibit 110 marked.)
Q. (BY MS. BERGER) Okay. You've just been
handed a document marked Exhibit 110. This is a
March 31, 2014 letter from David Rosenthal to
Mr. Viederman, and it attaches a copy of the report
entitled "Energy and Climate" as well as a list of items
addressed in the report.
A. Okay.
Q. So in the cover letter, Mr. Rosenthal is
writing to Mr. Viederman, This follows our discussion in
December and February and your withdrawal of the
shareholder proposal on planning assumptions on behalf

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Mobil's planning. And then the sentence goes on. What
is that GHG proxy cost? Is that the proxy cost of
carbon in the Energy Outlook?
A. Yes.
Q. And how is that -- how does that relate to
Exxon Mobil's planning in this context?
A. Well, as we've discussed, the proxy cost is
part of the Energy Outlook development. So that's where
you see the impacts on sectoral demand, which then has
an impact on supply, which then impacts our view of how
prices might behave. So that's why it's integral to the
planning process.
Q. I just want to direct your attention to page
7.
A. Uh-huh.
Q. And the second sentence of the first full
paragraph it continues, Exxon Mobil's proxy cost seeks
to reflect a reasonable approximation of cost associated
with policies that a society may impose over time on GHG
emissions. And then the sentence continues.
Is it your understanding that's also a
reference of the proxy cost of carbon reflected in the
Energy Outlook?
A. Yes.
Q. And just directing your attention to page 20

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Q. And so is this sentence then a description of
both the proxy cost of carbon in the Energy Outlook, as
well as the GHG planning basis in the Dataguide?
A. Well, we don't reference the Dataguide here,
and most people would be unaware of the Dataguide.
That's why we wouldn't reference it. They wouldn't know
what we were talking about. I guess as I read it, we
specifically reference the proxy cost of carbon because
there's been a lengthy discussion of it.
Q. Uh-huh.
A. And so what's being made clear here is that
that proxy cost of carbon is used in evaluating all
those investment -- evaluating capital expenditures and
developing business plans because of the impact it has
on supply, demand trends and ultimately on our -- our
view of long-term pricing.
(Exhibit 111 marked.)
Q. (BY MS. BERGER) You've just been handed a
document marked Exhibit 111.
A. Uh-huh.
Q. This is an email from Mr. Luettgen on March
28, 2014 to Mr. Trelenberg and others. Here again,
you're not copied on the email, but you're referenced
in -- in the email, and it attaches a draft of the
Energy and Carbon, Managing the Risks report.

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of the report. In the second sentence of the first full
paragraph it reads, Exxon Mobil requires that all
business units use a consistent corporate planning
basis, including the proxy cost of carbon discussed
above, in evaluating capital expenditures and developing
business plans.
A. Uh-huh.
Q. Is that a reference to the proxy cost of
carbon in the Energy Outlook or the GHG planning basis
in the Dataguide?
A. Well, the specific reference here, if you're
asking including the proxy cost of carbon discussed
above is the proxy cost of carbon that's in the Energy
Outlook, which then drives the price bases that the
organization is supposed to use for all investment
evaluations.
It then references, I guess, the corporate
planning basis. And I think as you -- as you know from
documents you showed me earlier, the corporate planning
basis provided both guidance on how to apply GHG cost to
individual investments, and then the proxy cost, which
is embedded in the Energy Outlook. So you really have
these two separate mechanisms that the organization is
directed to use in different ways. You know, that's how
they'll -- that's how they'll be seen.

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A. Okay. Okay.
Q. The email notes Mr. Luettgen writes that FYI
David is sharing the attached with RWT. Do you
understand RWT to be a reference to you?
A. Yes.
Q. And do you understand David to be a reference
to Mr. Rosenthal?
A. I assume it is, yes.
Q. Okay. And do you remember Mr. Rosenthal
sharing a draft of this report with you on or about
March 28, 2014?
A. I don't recall, but he likely would have.
Q. And could you just describe your role with
respect to both reviewing and finalizing this report?
A. Similar to the earlier report we looked at. I
would review it to ensure what we were saying was
accurate, was consistent, and was responsive to the
request that we were trying to address, and then I would
have signed off on its release.
Q. And just directing your attention to pages 17
and 18 of this draft. Do you recall providing any
specific edits to the sections on 17 and 18?
A. I don't recall making any specific edits.
Q. And so just to -- just to be complete,
directing your attention to page 21, the discussion of

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the print. It provides a source -- source of that
1
analysis down at the bottom. I'm having a hard time
2
reading it, but -3
Q. I can read it from mine. It's US Climate
4
Change Science Program Synthesis and Assessment Product, 5
Massachusetts Institute of Technology.
6
A. Okay. So it's a range of potential cost of
7
CO2 mitigation actions to hold CO2 emissions to those
8
levels in the atmosphere, or not let them go beyond
9
that.
10
Q. And what is the $2,013 in the graph underneath
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additional CO2 costs for average American households
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mean?
13
A. That's just -- you just pick a year of the
14
analysis so that it's on a constant dollar basis. In
15
other words, it's like they picked $2,000 for the graph
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on the left. The analysis on the right it looks like
17
$2,013 were picked. It's just to give you a benchmark
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basis point for it.
19
Q. And then does this analysis also assume that
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households will continue to use the same energy mix that
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they did in 2013 through 2100?
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A. I don't know.
23
Q. Is it also assuming that household income is
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going to remain constant from 2013 through 2100?
25

asked and answered.
A. I don't -- not that I can recall.
Q. (BY MS. BERGER) Okay. Do you know who Guy
Powell is?
A. The name is familiar.
Q. Okay. Do you recall having any discussions
with him at or around the time these two reports were
published?
A. I don't recall.
MS. BERGER: Tab 25, please.
(Exhibit 113 marked.)
Q. (BY MS. BERGER) You have just been handed a
document marked Government Exhibit 113. This is an
email from Guy Powell to Charles Wiestra, on May 12,
2014. It attaches two slides. You're not on the email
exchange, and so I just want to ask you about the
information reflected on the slides.
A. Okay.
Q. So looking at the email, it reflects that Guy
Powell was the corporate greenhouse gas manager -A. Uh-huh.
Q. -- in May of 2014. Do you recall having any
discussions with Mr. Powell about the attached slides in
this time period?
A. I don't -- I don't remember. I don't recall.

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A. Well, let me read some of the text around it.
Q. Sure.
A. I don't know whether the answer is in there or
not.
Q. Sure.
A. I don't know. I mean, unless it says it in
the text, I don't know -- it doesn't -- the text doesn't
say, so I don't know.
Q. Okay. Did you ever learn that anybody from
MIT complained or made a statement that they thought the
information in this graphic was not accurate? Did
you -A. I learned that from counsel.
Q. Okay. But nothing you learned at or around
the time or after the report was published?
A. Not that I recall.
Q. Just going back a moment to the discussion
that we had right before we broke, between the
difference between GHG cost and the proxy cost.
A. Uh-huh.
Q. Do you recall any discussions around the time
the report was published or shortly after with any of
the investors, with any investors about the difference
in these two different cost bases?
MR. TOAL: Objection. I think it's been

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Q. Do you know who Charles Wiestra is?
A. Well, it indicates he's in the planning
organization.
Q. Okay. But you don't have an independent
recollection of him?
A. No.
Q. Do you recall having any conversations with
him about these slides in and around this time?
A. I don't recall.
Q. I want to focus your attention on the slide
ending in 922, GHG Emissions Planning Basis. So the
first bullet to the right of the graph reads, Propose
aligning 2015 Corporate Planning basis with EO for EU
ETS at 60/T C02 in 2030.
Do you have an understanding of what that -what that bullet means?
A. Well, it says that they were recommending, I
guess at the time, that the $60 a ton in 2030 be adopted
in both Energy Outlook and the planning basis.
Q. Do you remember a discussion -- did anybody
raise that with you in and around March -- sorry -May 2014?
A. I don't remember.
Q. Would this have been something that would have
risen to your level? Would it have been your

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expectation that it would have required -A. Well, this type of a chart -- I mean, I know
this is not addressed to me, but -- so I don't know
whether I saw this exact chart or not, but when it came
time to approve the final planning basis and approve the
Energy Outlook, that would have risen to my level. So
if it was highlighted as one of those reviews.
Q. And so directing your attention now to the
slide that ends 923.
A. Okay.
Q. So it has that same slide, the same bullet
point we just covered, but there are notes underneath.
If you could just take a moment to read just the first
bullet with the 1 and 2 under the graph.
A. Okay.
Q. So the first bullet under the graph reads,
Over the past several years, the Corporate Plan and
Energy Outlook GHG emissions cost basis have been
disconnected (CP $40/T and E0 $60/T in 2030).
Do you understand that to mean that the proxy
cost basis in the Energy Outlook was $60 a ton in 2030,
whereas the Corporate Plan was at $40 a ton in 2030?
A. That's what it says.
Q. Is that consistent with your recollection of
what the numbers were at this time?

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Q. Okay.
A. I don't know if that's how they ended up -- I
don't know whether that's a final determination or not.
Q. Okay.
A. I'm looking at the draft document.
Q. We'll look at the corporate Dataguides in a
moment.
A. Uh-huh.
Q. It then continues, The likely rationale for
this was to provide a conservative CP basis for
evaluating energy conservation/emissions reduction
projects.
Do you understand "CP" to be a reference to
the Corporate Plan?
A. Yes.
Q. And had you ever heard this rationale being
offered before for the reason for the difference in the
GHG planning basis versus the proxy cost of carbon?
A. Again, I just -- I don't recall, you know,
back in 2014. There have been a lot of other plans -Q. Sure.
A. -- since then.
Q. But in terms of the rationale, do you recall
ever hearing this rationale being discussed or proffered
for the reasons that the numbers were different?

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A. Oh, I wouldn't remember the specific numbers.
Q. Do you recall, based upon the earlier slide
deck that we looked at that that Mr. Eizember presented
to you, that the two numbers were different for -A. Yes.
Q. -- several years -A. Yeah.
Q. -- and that the number in the Energy Outlook
was higher than the number in the Corporate Plan?
A. Uh-huh. Yes, I recall that.
Q. Is that consistent with your recollection of
how those numbers were during your -- during your tenure
as Chairman?
A. Well, I don't -- I couldn't recollect specific
numbers for you that many years back.
Q. Do you ever recall a time where the GHG
planning basis in the corporate guide was higher than
the proxy cost in the Energy Outlook?
A. I don't recall. I don't know that I would
remember.
Q. Okay. Do you have any reason to doubt the
numbers reflected on this slide are correct?
A. Well, again, it's -- it's a chart I am not
sure I saw. It's marked draft, so I don't know whether
they're correct or not.

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A. I just -- I can't recall. It very well may
have been, but I don't -- I can't recall any specific
discussion about it.
Q. Sitting here today, reading this rationale, do
you agree with it?
MR. TOAL: Object to the form.
A. Well, I would have to put myself back in 2014
and recreate everything I understood about the issue at
that time uncontaminated by anything I might have
learned about it in the five years hence. So it's very
difficult to go back and put yourself in that situation
and say, yes, absolutely or whether on reflection today,
given that I have other things -- other knowledge today,
whether I agree with it or not. So I don't think
it's -- I'm not sure the relevancy of it. Whether I
agree with it or not I'm not sure matters.
Q. (BY MS. BERGER) And you don't recall any
discussion in and around this time about the reasoning
for the difference between the GHG planning basis and
the Energy Outlook?
A. I just -- I don't recall that level of detail.
Q. And then the next sentence says, We propose to
bring these prices together in 2014 for the following
reasons. Do you recall any discussion -- I think you've
answered this but just so I'm clear -- any discussion

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about bringing the costs together in 2014?
A. I don't recall any of those discussions. What
I know is what you've given me in documents. It says it
was an issue being discussed by somebody at the time,
but specific conversations I had, I just don't recall
them.
Q. Okay. And, you know, part of this is to see
if any of these -A. Yeah.
Q. -- documents refresh any recollections -A. Yeah, I understand.
Q. -- or discussions.
A. Yeah, I understand.
Q. And then it continues for -- so it's proposing
to align the prices for the following reasons. While
using a lower cost basis in the Corporate Plan, it
provides a conservative view for evaluating energy
conservation emission reduction investments. It
provides a nonconservative view for evaluating capacity
growth investments that involve GHG emission creation.
Do you recall any discussion about this
rationale being offered to align these costs?
A. I don't recall anything.
Q. Do you understand what that is saying, what
that statement says?

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Some projects, it actually makes them look more
attractive; in other projects, it makes them look less
attractive. So it works -- I think that's the point
they're making there. It can work both ways, depending
on the nature of the project.
Q. Okay. And then the second reason that's being
offered is, In recent reports released by EM (Energy and
Climate and Energy and Carbon - Managing the risk) we
have implied that we use the EO basis for proxy cost of
carbon when evaluating investments.
And do you understand EO to be a reference to
the Energy Outlook?
A. Yes.
Q. Did anybody at this time -- so this is May 14
of 2014, roughly a month and a half after the two
reports were issued. Did anybody during this time
discuss with you that they thought the two reports that
were issued that we just discussed implied that Exxon
was using the proxy cost of carbon in the Energy Outlook
when evaluating investments?
A. I don't recall any discussion along those
lines.
Q. Was it your view that the two reports we just
discussed implied that Exxon was using the proxy cost of
carbon in the Energy Outlook when evaluating

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A. Yes, I can -- I can read it and I can
understand the point they're making.
Q. Well, it uses, you know, some sort of jargon,
but what is your understanding of what that rationale
is?
A. Well, when you change the cost basis, you will
incentivize certain -- or when I say "incentivize," let
me rephrase that. Certain investment activities will
look more attractive if the cost is raised because the
incentive is to avoid the cost. In other words, if you
raise the greenhouse gas cost and you make it high
enough and you're undertaking a project that is intended
to avoid the greenhouse gas cost by evading the
emissions, then the higher that is, the more attractive
that's going to look.
On the flipside, if you are looking at an
investment decision where you're creating greenhouse gas
emissions, if you make that cost very high, then you
also impose a cost of either mitigation to reduce those
if it's required by regulation, or if it's a regulatory
regime that taxes or fines, you know, emissions, then
you're going to impose that cost on that investment that
it will have to bear or you'll have to increase the
investment to eliminate those.
So it depends on the nature of the project.

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investments?
A. Yes, because they do. That's that common
price deck I've referred to several times that the proxy
cost has an impact on. And so the proxy cost is used in
all investments because all investments are subject to
the same price deck.
Q. Okay. Did anybody discuss with you aligning
these two costs because of statements that were made in
the two reports?
A. Not that I recall.
Q. And I think you answered this, but do you know
if a decision was made to align these costs in 2014?
A. I don't recall.
(Exhibit 114 marked.)
Q. (BY MS. BERGER) You've just been handed
Exhibit 114.
A. Okay.
Q. Do you recognize this to be the 2014 Corporate
Dataguide?
A. That's what it says it is on the top.
Q. Okay. In looking at the very first page,
revisions are reflected were made June 13 of 2014. Do
you see that on the front -- flipping. Yeah, there you
go. Do you see that at the bottom box?
A. Right.

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Q. Okay. And what does it reflect with respect
to page 31 and 32?
A. It says greenhouse gas emissions.
Q. And revisions on June 13 of 2014?
A. That's what it says.
Q. Okay. Can I direct your attention to those
pages of the Dataguide?
A. Okay.
Q. And then up at the top of page 31, it reads
2014 Corporate Plan aligned with long-term Energy
Outlook basis -A. Uh-huh.
Q. -- at $60 a ton CO2 in 2030 and $80 a ton CO2
in 2040. Note, this is a change from the 2013 Corporate
Plan at $40 a ton CO2 in 2030. Do you see that?
A. Yes.
Q. Does that help refresh your recollection about
whether the costs were aligned?
A. It says they were.
Q. But you have no independent recollection?
A. I don't -- not that I can recall.
Q. But this decision to change these cost bases
in the Dataguide, that would have required your
approval?
A. It would have been reviewed as part of the

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any clarification to the two reports that were issued in
late March?
A. Are you speaking about -Q. I'm speaking of the energy and climate and
energy and carbon, managing the risks.
A. Well, I don't recall there being any
discussion about it. I mean, if there was, I just don't
remember.
Q. Do you recall any discussions after these
were -- revisions were made, what impact, if any, they
had on any of Exxon's investment decisions?
A. I don't recall anything specific, no.
Q. Do you recall any discussions about any impact
whatsoever that these revisions had on any of Exxon's
specific projects?
A. Not that I recall.
Q. At any point after these costs were aligned,
did you learn that the application of these new costs
would result in, quote, massive GHG costs or larger
write-downs for certain of Exxon's projects?
A. Not that I can recall.
Q. Would that have been something that you would
have expected to rise to your attention if after the
revisions the application of the new costs would have
resulted in massive GHG costs or write-downs, would you

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overall plan guidance package with the Management
Committee and myself, yes.
Q. And would that also have gone to the Board?
A. I don't know if when the plan -- when the plan
is reviewed with the Board, the strategic planning
organization at the beginning of that process reviews
with the Board here is the plan guidance that the
organization was given to develop the plans you're about
to see. So it may have been in that review, but I don't
know. I don't recall, I mean.
Q. Okay. And sort of now this is -- reflects
that the revisions were made in mid June of 2014. Do
you recall any discussions in or around that time about
aligning these costs?
A. Not that I remember. Not that I recall.
Q. Either with Mr. Powell or anybody in corporate
strategic planning?
A. I just don't remember.
Q. Any discussions you recall with anybody in the
Management Committee about these revisions?
A. I don't recall.
Q. After these revisions were made, do you recall
any discussions about either making any additional
follow-ups to the reports that were issued to clarify
any of these issues, or was there any discussion about

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have expected that to rise to your attention?
MR. TOAL: Objection, calls for
speculation.
A. Well, let me respond this way. We had a
process, a very defined process by which assets that
might be under threat or stress would be brought to my
attention. We had what was called a watchlist that was
maintained in a very active fashion, and so that
watchlist would be reviewed with me from time to time.
But annually it was reviewed in a fair amount of detail.
Something might -- the business line might
bring up an issue to me at a quarterly review if
something dramatic had happened and was going to move on
to watchlist. So they didn't wait until the end of the
year, in other words, to tell me. But that's the
process by which that would happen. Now as to
specific -- anything specific, I just don't recall.
Q. (BY MS. BERGER) Did you ever learn after the
alignment of these costs that because the application of
these new higher costs would result in significant costs
or write-downs, that a decision was made to use lower
costs?
MR. TOAL: Objection, vague.
A. Yeah, you're going to -- can you be more
specific?

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been on that watchlist for a while. And if we were not
making progress on turning the situation around, I
needed to know that. And just questioning them, what is
your plan? You know, what -- why do we not have to
impair this now this year? And they -- you know, they
would say, well, here is what we're doing and we believe
by this time next year this is going to be off the
watchlist because. We would say okay.
So I needed to understand why we didn't need
to impair it now, what were they doing to ensure we
didn't need to impair it, and to know if there's
something new coming on that list, why, what happened.
Q. I just want to turn briefly to your use of
email during the time you were Chairman and CEO. How
frequently did you use email?
A. Well, probably not as often as people might
think, because I had an executive assistant that really
managed a lot of my email traffic for me, just because I
didn't sit at my computer much.
Q. How many email accounts did you have?
A. I believe I had two at the time I left
Exxon -Q. Okay.
A. -- Exxon Mobil. I had two Exxon Mobil
accounts. I had a personal account obviously that I

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stuff. And then my assistant would go through there,
and if there was something in there that came in through
that address, she would forward it over to my
Wayne.Tracker account so I would see it. So I almost
never looked at the Rex.W anymore. I operated off
Wayne.Tracker@ExxonMobil.com.
Q. So you're using the Wayne.Tracker primarily?
That was the primary email account?
A. It became my primary for company business,
yeah.
Q. Okay. When your assistant forwarded emails
from your Rex.Tillerson account to the Wayne.Tracker, do
you know if those were preserved in the original
account, or were they deleted, or do you know?
A. It would depend on the nature of the message.
I mean, I would delete messages if I didn't -- you know,
it was something somebody needed to tell me. Read it,
gone.
Q. Sure.
A. Just like you keep your email cleaned up,
hopefully. We all try.
Q. We all try.
And so it's fair to say that the
Wayne.Tracker, that became the primary email address
that you were using to communicate to Exxon employees?

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1
didn't use for company.
2
Q. And do you recall, was there one called Wayne
3
Tracker?
4
A. Yes.
5
Q. What was -- why did you have two accounts?
6
A. Well, the other account was
Rex.W.Tillerson@ExxonMobil.com, and that was available 7
to the world. When I became Chairman and CEO, I would 8
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get a lot of email traffic that I didn't need to
10
necessarily see, some days in the thousands. And so my
11
assistant would be trying to, you know, clean that up,
12
but it made it difficult for me then to spot the emails
13
I really needed to see.
14
So our technical team, our systems people,
15
working with my security people said, well, look, let's
16
set up another account that's a nondescript name, and it
17
will be available to people inside the company or
18
anybody else that I wanted to have it for business
purposes, and that was Wayne.Tracker@ExxonMobil.com. 19
20
And that allowed people that needed to
21
correspond to me -- allowed me to look at that quickly
22
and not have to scroll through 25, 30 screens to find an
23
email somebody had sent me an hour ago. That was the
nature of what would happen to my email inbox, and so we 24
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Page 177

A. Well, to people that typically corresponded
with me for business reasons.
Q. Okay.
A. It's not what I used to communicate to the
79,000 employees.
Q. Understood.
A. I mean, a lot of those folks, if they wanted
to send something to me for whatever reason, they were
going to send it to the Rex.W.
Q. So it became your primary email account,
whether internally or externally for business purposes?
A. Yeah. It's my -- I'll call it my operational
account. It's the one that I used -- if I wanted to
communicate with somebody, which I rarely did -- I just
didn't use email -- that's the one I would have used so
that it stayed inside that channel and didn't get out
there and get lost in the big one.
Q. Okay. Do you have an understanding as to
whether those -- the emails in your Wayne.Tracker
account were preserved during the course of the
investigation that led to this lawsuit?
A. Anything -- any litigation hold that the
attorneys notified us of, that immediately put a freeze
on everything, so that everything that would be
preserved.

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