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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to________
Commission File Number 1-2256
EXXON CORPORATION
______________________________________________________
(Exact name of registrant as specified in its charter)
NEW JERSEY 13-5409005
_______________________________ ______________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5959 Las Colinas Boulevard, Irving, Texas 75039-2298
_______________________________________________________________
(Address of principal executive offices) (Zip Code)
(972) 444-1000
________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
__ __
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of September 30, 1996
_______________________________ _____________________________________
Common stock, without par value 1,241,780,932
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EXXON CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page
Number
______
Item 1. Financial Statements
Condensed Consolidated Statement of Income 3
Three and nine months ended September 30, 1996 and 1995
Condensed Consolidated Balance Sheet 4
As of September 30, 1996 and December 31, 1995
Condensed Consolidated Statement of Cash Flows 5
Nine months ended September 30, 1996 and 1995
Notes to Condensed Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 -13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
-2-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EXXON CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(millions of dollars)
Three Months Ended Nine Months Ended
September 30, September 30,
__________________ ________________
REVENUE 1996 1995 1996 1995
_______ _______ _______ _______
Sales and other operating revenue,
including excise taxes $32,938 $30,577 $95,037 $90,858
Earnings from equity interests and other
revenue 383 392 1,700 1,557
______ ______ ______ ______
Total revenue 33,321 30,969 96,737 92,415
______ ______ ______ ______
COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases 14,026 12,434 39,948 38,138
Operating expenses 3,202 3,118 9,760 9,613
Selling, general and administrative expenses 2,051 1,976 6,007 5,746
Depreciation and depletion 1,307 1,340 3,985 4,004
Exploration expenses, including dry holes 195 152 484 487
Interest expense 97 168 309 449
Excise taxes 3,852 3,552 10,812 9,860
Other taxes and duties 5,972 5,654 17,101 16,198
Income applicable to minority and
preferred interests 72 84 291 244
______ ______ ______ ______
Total costs and other deductions 30,774 28,478 88,697 84,739
______ ______ ______ ______
INCOME BEFORE INCOME TAXES 2,547 2,491 8,040 7,676
Income taxes 987 991 3,025 2,886
______ ______ ______ ______
NET INCOME $ 1,560 $ 1,500 $ 5,015 $ 4,790
====== ====== ====== ======
Net income per common share* $ 1.25 $ 1.20 $ 4.02 $ 3.83
Dividends per common share $ 0.79 $ 0.75 $ 2.33 $ 2.25
Average number common shares outstanding
(millions) 1,241.9 1,241.8 1,242.0 1,242.1
* Computed as income less dividends on preferred stock divided by the
weighted average number of common shares outstanding.
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EXXON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(millions of dollars)
Sept. 30, Dec. 31,
1996 1995
________ _______
ASSETS
Current assets
Cash and cash equivalents $ 2,910 $ 1,508
Other marketable securities 23 281
Notes and accounts receivable - net 9,115 8,925
Inventories
Crude oil, products and merchandise 4,681 4,865
Materials and supplies 787 816
Prepaid taxes and expenses 1,062 923
_______ _______
Total current assets 18,578 17,318
Property, plant and equipment - net 65,914 65,446
Investments and other assets 8,976 8,532
_______ _______
TOTAL ASSETS
$93,468 $91,296
======= =======
LIABILITIES
Current liabilities
Notes and loans payable $ 2,466 $ 2,247
Accounts payable and accrued liabilities 14,273 14,113
Income taxes payable 2,959 2,376
_______ _______
Total current liabilities 19,698 18,736
Long-term debt 7,224 7,778
Annuity reserves, deferred credits and other
liabilities 24,755 24,346
_______ _______
TOTAL LIABILITIES 51,677 50,860
_______ _______
SHAREHOLDERS' EQUITY
Preferred stock, without par value:
Authorized: 200 million shares
Outstanding: 5 million shares at Sept. 30, 1996 322
7 million shares at Dec. 31, 1995 454
Guaranteed LESOP obligation (345) (501)
Common stock, without par value:
Authorized: 2,000 million shares
Issued: 1,813 million shares 2,822 2,822
Earnings reinvested 55,647 53,539
Cumulative foreign exchange translation adjustment 751 1,339
Common stock held in treasury:
571 million shares at Sept. 30, 1996 (17,406)
571 million shares at Dec. 31, 1995 (17,217)
_______ _______
TOTAL SHAREHOLDERS' EQUITY 41,791 40,436
_______ _______
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $93,468 $91,296
======= =======
The number of shares of common stock issued and outstanding at September 30,
1996 and December 31, 1995 were 1,241,780,932 and 1,241,771,829, respectively.
-4-
EXXON CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(millions of dollars)
Nine Months Ended
September 30,
__________________
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES ______ ______
Net income $5,015 $4,790
Depreciation and depletion 3,985 4,004
Changes in operational working capital, excluding
cash and debt 634 109
All other items - net 566 1,371
_____ _____
Net Cash Provided By Operating Activities 10,200 10,274
______ ______
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions and additions to property, plant
and equipment (5,101) (4,825)
Sales of subsidiaries and property, plant and equipment 372 361
Other investing activities - net 44 278
______ ______
Net Cash Used In Investing Activities (4,685) (4,186)
______ ______
NET CASH GENERATION BEFORE FINANCING ACTIVITIES 5,515 6,088
______ ______
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt 550 964
Reductions in long-term debt (711) (976)
Additions/(reductions) in short-term debt - net (129) (1,745)
Cash dividends to Exxon shareholders (2,915) (2,824)
Cash dividends to minority interests (242) (229)
Additions/(reductions) to minority interests and
sales/(redemptions) of affiliate preferred stock (329) (25)
Acquisitions of Exxon shares - net (321) (205)
______ ______
Net Cash Used In Financing Activities (4,097) (5,040)
______ ______
Effects Of Exchange Rate Changes On Cash (16) (5)
______ ______
Increase/(Decrease) In Cash And Cash Equivalents 1,402 1,043
Cash And Cash Equivalents At Beginning Of Period 1,508 1,157
______ ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,910 $2,200
______ ______
SUPPLEMENTAL DISCLOSURES
Income taxes paid $1,957 $1,794
Cash interest paid $ 543 $ 638
-5-
EXXON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis Of Financial Statement Preparation
These unaudited condensed consolidated financial statements should be read
in the context of the consolidated financial statements and notes thereto
filed with the S.E.C. in the corporation's 1995 Annual Report on Form
10-K. In the opinion of the corporation, the information furnished herein
reflects all known accruals and adjustments necessary for a fair statement
of the results for the periods reported herein. All such adjustments are
of a normal recurring nature. The corporation's exploration and
production activities are accounted for under the "successful efforts"
method.
Certain costs and other deductions for 1995 have been reclassified to
conform to the 1996 presentation.
2. Accounting Changes
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" was implemented effective as of January 1, 1996. This Statement had
no impact on the corporation's results of operations or financial position
upon adoption.
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" was implemented effective as of January 1, 1996.
As permitted by the Statement, Exxon retained its current method of
accounting for stock compensation upon adoption.
3. Litigation and Other Contingencies
A number of lawsuits, including class actions, have been brought in
various courts against Exxon Corporation and certain of its subsidiaries
relating to the accidental release of crude oil from the tanker Exxon
Valdez in 1989. Most of these lawsuits seek unspecified compensatory and
punitive damages. Several lawsuits seek damages in varying specified
amounts.
On September 24, 1996, the United States District Court for the District
of Alaska entered a judgment in the amount of $5,057,571,930 in the Exxon
Valdez civil trial that began in May 1994. The District Court awarded
approximately $19.6 million in compensatory damages to fisher plaintiffs,
$38 million in prejudgment interest on the compensatory damages and $5
billion in punitive damages to a class composed of all persons and
entities asserting claims for punitive damages from the corporation as a
result of the Exxon Valdez grounding. The District Court also ordered
that these awards shall bear interest from and after entry of the
judgment. On September 27, 1996, the District Court stayed execution on
the judgment pending appeal, contingent on the posting of a $6.75 billion
letter of credit which was posted by the corporation on October 7, 1996.
Exxon will appeal the judgment. The corporation continues to believe that
the punitive damages in this case are unwarranted and that the judgment
should be set aside or substantially reduced by the appellate courts.
-6-
EXXON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
There are a number of additional cases pending in state court in Alaska
where the compensatory damages claimed have not been fully specified.
The ultimate cost to the corporation from the lawsuits arising from the
Exxon Valdez grounding is not possible to predict and may not be resolved
for a number of years.
German and Dutch affiliated companies are the concessionaires of a natural
gas field subject to a treaty between the governments of Germany and the
Netherlands under which the gas reserves in an undefined border or common
area are to be shared equally. Entitlement to the reserves is determined
by calculating the amount of gas which can be recovered from this area.
Based on the final reserve determination, the German affiliate has received
more gas than its entitlement. Arbitration proceedings, as provided in the
agreements, have been underway to determine the manner of resolving the
issues between the German and Dutch affiliated companies.
On July 8, 1996, an interim ruling was issued establishing a provisional
compensation payment for the excess gas received. Additional compensation,
if any, remains subject to further arbitration proceedings or negotiation.
Other substantive matters remain outstanding, including recovery of
royalties paid on such excess gas and the taxes payable on the final
compensation amount. The net financial impact on the corporation is not
possible to predict at this time given these outstanding issues. However,
the ultimate outcome is not expected to have a materially adverse effect
upon the corporation's operations or financial condition.
The U.S. Tax Court has decided the issue with respect to the pricing of
crude oil purchased from Saudi Arabia for the years 1979 to 1981 in favor
of the corporation. This decision is subject to appeal. Certain other
issues for the years 1979-1982 remain pending before the Tax Court. The
ultimate resolution of these issues is not expected to have a materially
adverse effect upon the corporation's operations or financial condition.
Claims for substantial amounts have been made against Exxon and certain of
its consolidated subsidiaries in other pending lawsuits, the outcome of
which is not expected to have a materially adverse effect upon the
corporation's operations or financial condition.
The corporation and certain of its consolidated subsidiaries are directly
and indirectly contingently liable for amounts similar to those at the
prior year-end relating to guarantees for notes, loans and performance
under contracts, including guarantees of non-U.S. excise taxes and customs
duties of other companies, entered into as a normal business practice,
under reciprocal arrangements.
Additionally, the corporation and its affiliates have numerous long-term
sales and purchase commitments in their various business activities, all of
which are expected to be fulfilled with no materially adverse consequences
to the corporation's operations or financial condition.
-7-
EXXON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The operations and earnings of the corporation and its affiliates
throughout the world have been, and may in the future be, affected from
time to time in varying degree by political developments and laws and
regulations, such as forced divestiture of assets; restrictions on
production, imports and exports; price controls; tax increases and
retroactive tax claims; expropriation of property; cancellation of contract
rights and environmental regulations. Both the likelihood of such
occurrences and their overall effect upon the corporation vary greatly from
country to country and are not predictable.
-8-
EXXON CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FUNCTIONAL EARNINGS SUMMARY
Third Quarter First Nine Months
_______________ _________________
1996 1995 1996 1995
_____ _____ _____ _____
(millions of dollars)
Petroleum and natural gas
Exploration and production
United States $ 395 $ 209 $1,237 $ 699
Non-U.S. 583 385 2,202 1,712
Refining and marketing
United States 58 102 140 179
Non-U.S. 168 365 492 773
_____ _____ _____ _____
Total petroleum and natural gas 1,204 1,061 4,071 3,363
Chemicals
United States 208 270 527 766
Non-U.S. 133 225 405 847
Other operations 116 134 333 356
Corporate and financing (101) (190) (321) (542)
_____ _____ _____ _____
NET INCOME $1,560 $1,500 $5,015 $4,790
===== ===== ===== =====
THIRD QUARTER 1996 COMPARED WITH THIRD QUARTER 1995
Exxon Corporation estimated third quarter 1996 earnings of $1,560 million,
equal to $1.25 per share. Comparable third quarter 1995 net income was $1,500
million, or $1.20 per share.
Exxon achieved record net income for a third quarter as a result of increased
natural gas, petroleum product, and chemical sales, as well as stronger crude
oil and natural gas prices. Earnings for the first nine months of 1996 are
also the highest in Exxon's history.
Upstream earnings increased by 65 percent versus the third quarter of last
year. Worldwide crude oil prices averaged about $4.50 per barrel more than
last year, natural gas prices were higher, particularly in North America, and
worldwide gas sales were up 8 percent. Downstream earnings declined from last
year's third quarter, despite increased petroleum product sales. Industry
margins were under pressure in all major geographic areas, largely due to
rising crude oil prices. The chemical business achieved record third quarter
sales. However, earnings were below last year's third quarter, primarily due
to lower chemical prices and higher feedstock costs. Earnings from other
operations declined from the prior year, reflecting significantly lower copper
prices. Coal production from continuing operations was the highest ever
achieved in a third quarter.
During the quarter, Exxon continued its active investment program spending
$2.3 billion on capital and exploration projects and advancing several large
initiatives, including projects in Russia, Azerbaijan, West Africa, and the
North Sea.
-9-
EXXON CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OTHER COMMENTS ON THIRD QUARTER COMPARISON
Relative to 1995, third quarter 1996 worldwide exploration and production
earnings benefited from stronger crude oil and natural gas prices as well as
increased natural gas sales.
Liquids production was 1,570 kbd (thousand barrels per day) in the third
quarter compared to 1,684 kbd in the year ago period. Increased production
from new developments in the North Sea was offset by lower volumes in Canada
and the U.S., and the near term effect of a revised production sharing
agreement in Malaysia. Worldwide natural gas production of 5,104 mcfd
(million cubic feet per day) was the highest third quarter in 15 years and up
387 mcfd from 1995 as a result of increased sales in Europe and Malaysia.
Exploration and production earnings in the U.S. were $395 million, up from
$209 million in the third quarter of 1995. Earnings from exploration and
production operations outside the U.S. were $583 million versus $385 million
in last year's third quarter.
Worldwide petroleum product sales of 5,222 kbd for the third quarter were the
highest level achieved in over 20 years and up 123 kbd from third quarter
1995, with a 4 percent increase in motor gasoline sales. Downstream industry
margins in all major geographic areas were below prior year levels, reflecting
escalation in crude prices. Third quarter refining and marketing earnings in
the U.S. of $58 million were down from $102 million in 1995's third quarter,
principally due to weaker product margins and increases in scheduled refinery
maintenance and fuel prices. Outside the U.S., refining and marketing
earnings of $168 million declined from $365 million in the year ago quarter,
reflecting weaker industry margins.
Worldwide chemical earnings were $341 million versus $495 million in the third
quarter 1995. Chemical commodity product prices rose relative to the second
quarter of 1996, but remained well below last year's third quarter. Record
prime product sales of 3,909 kt (thousand metric tons) in the third quarter
1996 were up 10 percent from the prior year.
Earnings from other operating segments, including coal, minerals and power,
were $116 million versus $134 million in the third quarter 1995. Coal
production from on-going operations was at a record level, but was offset by
sharply lower copper prices. Corporate and financing expenses of $101 million
compared to $190 million in the third quarter of last year, reflecting lower
tax-related charges and lower interest costs due to debt reductions.
Revenue totaled $33,321 million compared with $30,969 million in the third
quarter of 1995. Capital and exploration expenditures were $2,320 million
versus $2,308 million in the third quarter of last year.
During the third quarter, Exxon purchased 1.5 million shares of its common
stock for the treasury at a cost of $131 million.
-10-
EXXON CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST NINE MONTHS 1996 COMPARED WITH FIRST NINE MONTHS 1995
Net income of $5,015 million for the first nine months of 1996 was up from
$4,790 million in 1995.
Through nine months of 1996, worldwide crude oil prices were about $2.75 per
barrel higher than the prior year and natural gas prices increased,
particularly in North America. Liquids production of 1,617 kbd compared to
1,732 kbd last year. Increased production from new developments in the North
Sea was offset by the near term effect of a revised production sharing
agreement in Malaysia and lower volumes in Canada and Australia. Natural gas
production of 6,365 mcfd was up 12 percent from nine months 1995, due to
colder weather in the U.S. and Europe and increased demand in Malaysia.
Nine months 1996 earnings from U.S. exploration and production operations were
$1,237 million, up from $699 million in 1995. Outside the U.S., earnings from
exploration and production operations were $2,202 million versus $1,712
million last year.
Worldwide petroleum product sales for the first nine months of 1996 were 5,148
kbd, an increase of 135 kbd over 1995, on the strength of increased clean
product volumes. Earnings from U.S. refining and marketing operations were
$140 million, compared with $179 million in the first nine months of 1995.
Industry refining margins in the U.S. improved relative to last year's low
levels, but were offset by increases in scheduled refinery maintenance
activity and higher fuel prices. Refining and marketing operations outside
the U.S. earned $492 million in the first three quarters versus $773 million
in 1995, and were affected by weak industry conditions in the U.K. and Japan.
Earnings from worldwide chemical operations totaled $932 million through nine
months of 1996, down from $1,613 million in 1995. Record prime product sales
of 11,798 kt were up 10 percent from 1995, but industry product prices were
significantly lower while feedstock costs were higher than year ago levels.
Other operating segments earned $333 million, down $23 million from nine
months of 1995. Copper and coal production from continuing operations were at
record levels and international coal prices were higher. However, copper
prices were down significantly from the previous year.
Corporate and financing expenses of $321 million in the first nine months of
1996 declined from $542 million in 1995 due to lower interest and tax-related
charges.
-11-
EXXON CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST NINE MONTHS 1996 COMPARED WITH FIRST NINE MONTHS 1995
Net cash generation before financing activities was $5,515 million in the
first nine months of 1996 versus $6,088 million in the same period last year.
Operating activities provided net cash of $10,200 million, the same level as
1995's first nine months. Investing activities used net cash of $4,685
million, or $499 million more than a year ago, primarily due to higher capital
investment.
Net cash used in financing activities was $4,097 million in the first nine
months of 1996 versus $5,040 million for the year-ago period. The decrease of
$943 million mainly reflects the absence of debt reductions in the year-ago
period. During the first nine months of 1996, a total of 6.4 million shares
of Exxon common stock were acquired for the treasury at a cost of $535
million. Purchases are made in both the open market and through negotiated
transactions. Purchases may be discontinued at any time.
Capital and exploration expenditures of $6,612 million in the first nine
months of 1996 compared to $6,089 in the same period last year. Total capital
and exploration expenditures in 1996 should exceed the 1995 level as Exxon
maintains its focus on profitable growth opportunities in each of the major
operating segments.
Total debt of $9.7 billion at September 30, 1996 compares to $10.0 billion at
year-end 1995. The corporation's debt to capital ratio was 18.2 percent at
the end of the first nine months of 1996, down from 19.0 percent at year-end
1995.
Over the twelve months ended September 30, 1996, return on average
shareholders' equity was 16.4 percent. Return on average capital employed,
which includes debt, was 13.7 percent over the same time period.
Although the corporation issues long-term debt from time to time and maintains
a revolving commercial paper program, internally generated funds cover the
majority of its financial requirements.
Litigation and other contingencies are discussed in note 3 to the unaudited
condensed consolidated financial statements. There are no events or
uncertainties known to management beyond those already included in reported
financial information that would indicate a material change in future
operating results or future financial condition.
The corporation, as part of its ongoing asset management program, continues to
evaluate its mix of assets for potential upgrade. Because of the ongoing
nature of this program, dispositions will continue to be made from time to
time which will result in either gains or losses.
-12-
EXXON CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SPECIAL ITEMS
Third Quarter First Nine Months
________________ _________________
1996 1995 1996 1995
____ ____ ____ ____
(millions of dollars)
EXPLORATION & PRODUCTION
Non-U. S.
Tax related - - $125 -
____ ____ ____ ____
TOTAL - - $125 -
==== ==== ==== ====
-13-
PART II. OTHER INFORMATION
EXXON CORPORATION
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
Item 1. Legal Proceedings
_______ _________________
As reported in the registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, the U.S. Environmental Protection
Agency (the "EPA") has alleged violations of the Clean Air Act by
Esso Virgin Islands, Inc. ("EVII"), a subsidiary of the registrant,
involving failure to conduct performance testing on a timely basis
and underestimations of daily throughput of gasoline in an
emissions permit application. On July 15, 1996, the EPA assessed a
civil penalty of $501,817 against EVII in connection with this
matter, which penalty EVII is contesting.
Refer to the relevant portions of Note 3 on pages 6 through 8 of
this Quarterly Report on Form 10-Q for further information on legal
proceedings.
Item 6. Exhibits and Reports on Form 8-K
_______ ________________________________
a) Exhibits
Exhibit 27, Financial Data Schedule (included only in the electronic
filing of this document).
b) Reports on Form 8-K
The registrant filed a Form 8-K dated September 27, 1996 concerning
the judgment entered by the United States District Court for the
District of Alaska in the Exxon Valdez civil trial that began
in May 1994. Refer to the relevant portions of Note 3 on pages 6
through 8 of this Quarterly Report on Form 10-Q for further
information regarding this legal proceeding.
-14-
EXXON CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EXXON CORPORATION
Date: November 13, 1996 /s/ W. Bruce Cook
_________________________________________
W. Bruce Cook, Vice President, Controller
and Principal Accounting Officer
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