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 June 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) (214) 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 June 30, 1996 _______________________________ _______________________________ Common stock, without par value 1,241,849,645 EXXON CORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page Number ______ Item 1. Financial Statements Condensed Consolidated Statement of Income 3 Three and six months ended June 30, 1996 and 1995 Condensed Consolidated Balance Sheet 4 As of June 30, 1996 and December 31, 1995 Condensed Consolidated Statement of Cash Flows 5 Six months ended June 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 4. Submission of Matters to a Vote of Security Holders 14 Item 6. Exhibits and Reports on Form 8-K 15 Signature 16 -2- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS EXXON CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (millions of dollars) Three Months Ended Six Months Ended June 30, June 30, __________________ ________________ REVENUE 1996 1995 1996 1995 _______ _______ _______ _______ Sales and other operating revenue, including excise taxes $31,625 $31,084 $62,099 $60,281 Earnings from equity interests and other revenue 586 583 1,317 1,165 ______ ______ ______ ______ Total revenue 32,211 31,667 63,416 61,446 ______ ______ ______ ______ COSTS AND OTHER DEDUCTIONS Crude oil and product purchases 13,325 13,271 25,922 25,704 Operating expenses 3,270 3,383 6,558 6,495 Selling, general and administrative expenses 2,020 1,907 3,956 3,770 Depreciation and depletion 1,306 1,328 2,678 2,664 Exploration expenses, including dry holes 149 167 289 335 Interest expense 136 156 212 281 Excise taxes 3,650 3,238 6,960 6,308 Other taxes and duties 5,623 5,457 11,129 10,544 Income applicable to minority and preferred interests 80 86 219 160 ______ ______ ______ ______ Total costs and other deductions 29,559 28,993 57,923 56,261 ______ ______ ______ ______ INCOME BEFORE INCOME TAXES 2,652 2,674 5,493 5,185 Income taxes 1,082 1,044 2,038 1,895 ______ ______ ______ ______ NET INCOME $ 1,570 $ 1,630 $ 3,455 $ 3,290 ====== ====== ====== ====== Net income per common share* $ 1.26 $ 1.30 $ 2.77 $ 2.63 Dividends per common share $ 0.79 $ 0.75 $ 1.54 $ 1.50 Average number common shares outstanding (millions) 1,242.1 1,242.5 1,242.0 1,242.2 * Computed as income less dividends on preferred stock divided by the weighted average number of common shares outstanding. -3- EXXON CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (millions of dollars) June 30, Dec. 31, 1996 1995 ______ ______ ASSETS Current assets Cash and cash equivalents $ 3,222 $ 1,508 Other marketable securities 102 281 Notes and accounts receivable - net 8,686 8,925 Inventories Crude oil, products and merchandise 4,549 4,865 Materials and supplies 806 816 Prepaid taxes and expenses 1,036 923 ______ ______ Total current assets 18,401 17,318 Property, plant and equipment - net 65,487 65,446 Investments and other assets 8,508 8,532 ______ ______ TOTAL ASSETS $92,396 $91,296 ====== ====== LIABILITIES Current liabilities Notes and loans payable $ 2,479 $ 2,247 Accounts payable and accrued liabilities 13,329 14,113 Income taxes payable 2,859 2,376 ______ ______ Total current liabilities 18,667 18,736 Long-term debt 7,566 7,778 Annuity reserves, deferred credits and other liabilities 24,785 24,346 ______ ______ TOTAL LIABILITIES 51,018 50,860 ______ ______ SHAREHOLDERS' EQUITY Preferred stock, without par value: Authorized: 200 million shares Outstanding: 6 million shares at June 30, 1996 345 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 55,071 53,539 Cumulative foreign exchange translation adjustment 836 1,339 Common stock held in treasury: 571 million shares at June 30, 1996 (17,351) 571 million shares at Dec. 31, 1995 (17,217) ______ ______ TOTAL SHAREHOLDERS' EQUITY 41,378 40,436 ______ ______ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $92,396 $91,296 ====== ====== The number of shares of common stock issued and outstanding at June 30, 1996 and December 31, 1995 were 1,241,849,645 and 1,241,771,829, respectively. -4- EXXON CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (millions of dollars) Six Months Ended June 30, _________________ 1996 1995 _____ _____ CASH FLOWS FROM OPERATING ACTIVITIES Net income $3,455 $3,290 Depreciation and depletion 2,678 2,664 Changes in operational working capital, excluding cash and debt 163 (8) All other items - net 764 384 _____ _____ Net Cash Provided By Operating Activities 7,060 6,330 _____ _____ CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions and additions to property, plant and equipment (3,259) (3,046) Sales of subsidiaries and property, plant and equipment 170 258 Other investing activities - net 35 667 _____ _____ Net Cash Used In Investing Activities (3,054) (2,121) _____ _____ NET CASH GENERATION BEFORE FINANCING ACTIVITIES 4,006 4,209 _____ _____ CASH FLOWS FROM FINANCING ACTIVITIES Additions to long-term debt 364 787 Reductions in long-term debt (261) (615) Additions/(reductions) in short-term debt - net (14) (947) Cash dividends to Exxon shareholders (1,928) (1,884) Cash dividends to minority interests (169) (156) Additions/(reductions) to minority interests and sales/(redemptions) of affiliate preferred stock (29) 6 Acquisitions of Exxon shares - net (243) (150) _____ _____ Net Cash Used In Financing Activities (2,280) (2,959) _____ _____ Effects Of Exchange Rate Changes On Cash (12) 170 _____ _____ Increase/(Decrease) In Cash And Cash Equivalents 1,714 1,420 Cash And Cash Equivalents At Beginning Of Period 1,508 1,157 _____ _____ CASH AND CASH EQUIVALENTS AT END OF PERIOD $3,222 $2,577 ===== ===== SUPPLEMENTAL DISCLOSURES Income taxes paid $1,213 $1,103 Cash interest paid $ 371 $ 423 -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. A civil trial in the United States District Court for the District of Alaska commenced on May 2, 1994 on punitive damage claims made by a class composed of all persons and entities seeking punitive damages from the corporation as a result of the Exxon Valdez grounding. On September 16, 1994, the jury returned a verdict awarding the class punitive damages of $5 billion. The verdict is not final. The corporation plans to appeal this verdict following entry of a final judgment by the District Court. The corporation believes that this verdict is unjustified and should be set aside or substantially reduced by appellate courts. -6- EXXON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Many of the claims of individuals have been dismissed by the courts but have been appealed. A number of claims have been settled. With respect to the remaining compensatory damage claims against the corporation arising from the grounding, many of these claims have been addressed in the same federal civil trial proceeding, which is still ongoing. On August 11, 1994, the jury returned a verdict finding that fisher plaintiffs were damaged in the amount of $286.8 million. The District Court issued an order on August 31, 1995 that reduced this verdict to about $70 million, which amount subsequently has been further reduced to about $20 million, to reflect payments already made to the plaintiffs by the corporation and others. It has also been determined that approximately $37 million in prejudgment interest has accrued on these compensatory damages as of May 1, 1996. The remaining class action claims, scheduled for determination in the final phase of the trial, are included in a $3.5 million settlement of this final phase, which has been approved by the District Court. The total amount of the settlement will be satisfied by recognition of prior payments made to the plaintiffs by the corporation and others. Upon entry of a final judgment by the District Court, the trial phase will be concluded and the appeal process will begin. 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. -7- EXXON CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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. 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 Second Quarter First Six Months _________________ ________________ 1996 1995 1996 1995 ______ ______ ______ ______ (millions of dollars) Petroleum and natural gas Exploration and production United States $ 423 $ 281 $ 842 $ 490 Non-U.S. 615 570 1,619 1,327 Refining and marketing United States 98 61 82 77 Non-U.S. 134 224 324 408 _____ _____ _____ _____ Total petroleum and natural gas 1,270 1,136 2,867 2,302 Chemicals United States 166 266 319 496 Non-U.S. 138 305 272 622 Other operations 100 109 217 222 Corporate and financing (104) (186) (220) (352) _____ _____ _____ _____ NET INCOME $1,570 $1,630 $3,455 $3,290 ===== ===== ===== ===== SECOND QUARTER 1996 COMPARED WITH SECOND QUARTER 1995 Exxon Corporation estimated second quarter 1996 earnings of $1,570 million, equal to $1.26 per share. Comparable second quarter 1995 net income was $1,630 million, or $1.30 per share. Exxon's results for the quarter were slightly below 1995's record second quarter. Sales increased in most segments of the business, and earnings benefited from higher crude oil and natural gas prices. However, chemical prices were substantially lower than the prior year's quarter. Exploration and production earnings were up significantly from the second quarter 1995. Crude prices remained volatile and declined as the quarter progressed, but were higher on average than the prior year. Natural gas sales were the highest second quarter in 15 years, and U.S. gas prices were stronger. Petroleum product sales for the second quarter were the highest level achieved since 1978. However, downstream earnings declined as industry margins were depressed in the U.K. and Japan. Chemical sales volumes continued strong, establishing a new quarterly record. Commodity chemical product prices improved versus first quarter 1996, but remained well below the high levels of last year's second quarter. Earnings from other operations were lower despite record copper production, as results were affected by a significant drop in copper prices late in the quarter. Capital and exploration expenditures totaled $2.3 billion, up 14 percent from the prior year's second quarter, as Exxon continued its active investment program. -9- EXXON CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OTHER COMMENTS ON SECOND QUARTER COMPARISON Relative to the prior year, second quarter 1996 worldwide production earnings benefited from stronger crude and U.S. natural gas prices as well as increased natural gas demand. Worldwide crude prices were on average about $1.50 per barrel above the second quarter of 1995. Liquids production was 1,595 kbd (thousand barrels per day) in the second quarter, down from 1,742 kbd in the year ago period, reflecting the near term effect of a revised production sharing agreement in Malaysia, and lower production in Canada, Australia and the U.S. Natural gas production of 5,703 mcfd (million cubic feet per day) was up 584 mcfd versus 1995, as a result of colder than normal weather in Europe and increased sales in the U.S. and Malaysia. Exploration and production earnings in the U.S. were $423 million, up from $281 million in the second quarter last year. Outside the U.S., exploration and production earnings were $615 million, up from $570 million in the second quarter 1995. Worldwide petroleum product sales of 5,050 kbd rose 3 percent from last year's second quarter, with increased clean product volumes in all major geographical areas. Second quarter refining and marketing earnings in the U.S. were $98 million, up $37 million from the prior year, due primarily to improved industry refining margins. Earnings from refining and marketing operations outside the U.S. of $134 million declined from $224 million in the same period a year ago, reflecting the weak industry environment in the U.K. and Japan. Worldwide chemical earnings were $304 million compared to $571 million in the second quarter 1995. Record prime product sales of 3,978 kt (thousand metric tons) were offset by lower commodity chemical prices and margins. Earnings from other operating segments, including coal, minerals and power, totaled $100 million, versus $109 million in the prior year's second quarter. Coal and copper production increased, but earnings in the 1996 quarter were affected by a sharp drop in copper prices. Corporate and financing charges were $104 million, down from $186 million in 1995. Interest expense decreased due to a reduction in the level of debt and lower interest rates. Revenue for the second quarter totaled $32,211 million, an increase from $31,667 million in the second quarter 1995. Capital and exploration expenditures were $2,301 million versus $2,019 million in the second quarter last year. During the second quarter, Exxon purchased 3.2 million shares of its common stock for the treasury at a cost of $274 million. -10- EXXON CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 COMPARED WITH FIRST SIX MONTHS 1995 Net income was $3,455 million in the first half 1996, an increase of 5 percent from the $3,290 million earned in 1995. Exploration and production earnings benefited from worldwide crude prices which were on average more than $1.50 per barrel above the prior year. Worldwide liquids production was 1,638 kbd compared to 1,757 kbd last year. Unusually cold weather in Europe and the U.S. had a favorable impact on both natural gas sales volumes and U.S. gas prices. Natural gas production averaged 7,017 mcfd, a 14 percent increase over first half 1995. Earnings from U.S. exploration and production operations for the first six months were $842 million, an increase of $352 million over 1995. Outside the U.S., earnings from exploration and production operations were up $292 million to $1,619 million. Worldwide petroleum product sales of 5,090 kbd were up from 4,969 kbd in the first six months of 1995, with volume growth in all major geographic regions. Earnings from U.S. refining and marketing operations were $82 million, up from $77 million in 1995, as industry refining margins improved relative to the low levels of last year. Outside the U.S., first half 1996 earnings from refining and marketing operations were $324 million versus $408 million last year, and were affected by the very weak industry margins in the U.K. and Japan. Worldwide chemical earnings totaled $591 million in the first half of 1996, as compared to $1,118 million in 1995. Prime product sales of 7,889 kt were at record levels and up 9 percent over the prior year. However, industry product prices and margins were significantly lower than those of a year ago. Earnings from other operating segments totaled $217 million, down slightly from the first half 1995. Increased coal and copper production and higher international coal prices were offset by lower copper prices. Corporate and financing charges declined $132 million to $220 million in 1996 reflecting lower interest and tax expense. -11- EXXON CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FIRST SIX MONTHS 1996 COMPARED WITH FIRST SIX MONTHS 1995 Net cash generation before financing activities was $4,006 million in the first half of 1996 versus $4,209 million in the same period last year. Operating activities provided net cash of $7,060 million, an increase of $730 million from 1995's first half, influenced by higher net income and settlement of tax and insurance items. Investing activities used net cash of $3,054 million, or $933 million more than a year ago, primarily due to higher capital investment and lower proceeds from sales of marketable securities. Net cash used in financing activities was $2,280 million in the first half of 1996 versus $2,959 million for the year-ago period. The decrease of $679 million mainly reflects the absence of debt reductions in 1995. During the first half of 1996, a total of 4.8 million shares of Exxon common stock were acquired for the treasury at a cost of $404 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 $4,292 million in this year's first half were up $511 million from a year ago reflecting increases in the exploration and production and chemicals segments. 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 $10.0 billion at June 30, 1996 was essentially unchanged from year-end 1995. The corporation's debt to capital ratio was 18.7 percent at the end of the first six months of 1996, down from 19.0 percent at year-end 1995. Over the twelve months ended June 30, 1996, return on average shareholders' equity was 16.3 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 _____________ Second Quarter First Six 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 JUNE 30, 1996 Item 4. Submission of Matters to a Vote of Security Holders ______ ___________________________________________________ At the annual meeting of shareholders on April 24, 1996, the following proposals were voted upon: Concerning Election of Directors Votes Votes Nominees for Director Cast for Withheld _____________________ _____________ _________ Michael J. Boskin 1,053,678,095 8,605,525 D. Wayne Calloway 1,054,047,752 8,235,868 Jess Hay 1,053,536,087 8,747,533 James R. Houghton 1,053,937,323 8,346,297 William R. Howell 1,053,953,818 8,329,802 Philip E. Lippincott 1,053,443,093 8,840,527 Harry J. Longwell 1,054,005,432 8,278,188 Marilyn Carlson Nelson 1,053,811,511 8,472,109 Lee R. Raymond 1,053,293,028 8,990,592 John H. Steele 1,053,012,640 9,270,980 Robert E. Wilhelm 1,054,104,212 8,179,408 Joseph D. Williams 1,052,881,185 9,402,435 Concerning Ratification of Appointment of Independent Public Accountants Votes Cast For: 1,051,195,314 Votes Cast Against: 5,770,803 Abstentions: 5,317,503 Broker Non-Votes: N/A Concerning Additional Reporting of Political Contributions Votes Cast For: 46,363,214 Votes Cast Against: 839,198,689 Abstentions: 43,557,079 Broker Non-Votes: 133,164,638 See also pages 4 through 9 and pages 16 through 18 of the registrant's definitive proxy statement dated March 12, 1996. -14- PART II. OTHER INFORMATION EXXON CORPORATION FOR THE QUARTER ENDED JUNE 30, 1996 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 has not filed any reports on Form 8-K during the quarter. -15- EXXON CORPORATION FORM 10-Q FOR THE QUARTER ENDED JUNE 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: August 13, 1996 /s/ W. Bruce Cook _________________________________________ W. Bruce Cook, Vice President, Controller and Principal Accounting Officer -16-