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, 1997
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 June 30, 1997
_______________________________ _______________________________
Common stock, without par value 2,474,366,358
EXXON CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
TABLE OF CONTENTS
Page
Number
______
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statement of Income 3
Three and six months ended June 30, 1997 and 1996
Condensed Consolidated Balance Sheet 4
As of June 30, 1997 and December 31, 1996
Condensed Consolidated Statement of Cash Flows 5
Six months ended June 30, 1997 and 1996
Notes to Condensed Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of Financial 9 -13
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 2. Changes in Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14-15
Item 6. Exhibits and Reports on Form 8-K 15
Signature 16
Index to Exhibits 17
-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 1997 1996 1997 1996
_______ _______ _______ _______
Sales and other operating revenue,
including excise taxes $32,314 $31,625 $65,419 $62,099
Earnings from equity interests and other
revenue 533 586 1,018 1,317
______ ______ ______ ______
Total revenue 32,847 32,211 66,437 63,416
______ ______ ______ ______
COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases 13,708 13,325 28,217 25,922
Operating expenses 3,202 3,270 6,443 6,558
Selling, general and administrative expenses 2,012 2,020 3,891 3,956
Depreciation and depletion 1,342 1,306 2,707 2,678
Exploration expenses, including dry holes 141 149 306 289
Interest expense 104 136 176 212
Excise taxes 3,631 3,650 7,180 6,960
Other taxes and duties 5,449 5,623 10,642 11,129
Income applicable to minority and
preferred interests 98 80 197 219
______ ______ ______ ______
Total costs and other deductions 29,687 29,559 59,759 57,923
______ ______ ______ ______
INCOME BEFORE INCOME TAXES 3,160 2,652 6,678 5,493
Income taxes 1,195 1,082 2,538 2,038
______ ______ ______ ______
NET INCOME $ 1,965 $ 1,570 $ 4,140 $ 3,455
====== ====== ====== ======
Net income per common share* $ 0.79 $ 0.63 $ 1.66 $ 1.39
Dividends per common share* $ 0.410 $ 0.395 $ 0.805 $ 0.770
Average number common shares
outstanding (millions)* 2,478.5 2,484.1 2,480.9 2,484.0
Net income per share computed as income less dividends on preferred stock
divided by the weighted average number of common shares outstanding.
* Prior year amounts restated to reflect two-for-one stock split effective
March 14, 1997.
-3-
EXXON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(millions of dollars)
June 30, Dec. 31,
1997 1996
______ ______
ASSETS
Current assets
Cash and cash equivalents $ 4,720 $ 2,951
Other marketable securities 22 18
Notes and accounts receivable - net 9,814 10,499
Inventories
Crude oil, products and merchandise 4,384 4,501
Materials and supplies 752 784
Prepaid taxes and expenses 1,102 1,157
______ ______
Total current assets 20,794 19,910
Property, plant and equipment - net 65,520 66,607
Investments and other assets 8,606 9,010
______ ______
TOTAL ASSETS $94,920 $95,527
====== ======
LIABILITIES
Current liabilities
Notes and loans payable $ 2,643 $ 2,510
Accounts payable and accrued liabilities 13,691 14,510
Income taxes payable 2,398 2,485
______ ______
Total current liabilities 18,732 19,505
Long-term debt 7,041 7,236
Annuity reserves, deferred credits and
other liabilities 25,332 25,244
______ ______
TOTAL LIABILITIES 51,105 51,985
______ ______
SHAREHOLDERS' EQUITY
Preferred stock, without par value:
Authorized: 200 million shares
Outstanding: 4 million shares at June 30, 1997 221
5 million shares at Dec. 31, 1996 303
Guaranteed LESOP obligation (225) (345)
Common stock, without par value:
Authorized: 3,000 million shares
Issued: 2,984 million shares at June 30, 1997 2,322
See Note 3 for shares at Dec. 31, 1996 2,822
Earnings reinvested 49,923 57,156
Cumulative foreign exchange translation adjustment 57 1,126
Common stock held in treasury:
510 million shares at June 30, 1997 (8,483)
1,142 million shares at Dec. 31, 1996 (17,520)
______ ______
TOTAL SHAREHOLDERS' EQUITY 43,815 43,542
______ ______
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $94,920 $95,527
====== ======
The number of shares of common stock issued and outstanding at June 30, 1997
and December 31, 1996 (restated to reflect two-for-one stock split effective
March 14, 1997) were 2,474,366,358 and 2,483,492,968, respectively.
-4-
EXXON CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(millions of dollars)
Six Months Ended
June 30,
_________________
1997 1996
_____ _____
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $4,140 $3,455
Depreciation and depletion 2,707 2,678
Changes in operational working capital, excluding
cash and debt (244) 163
All other items - net 1,324 764
_____ _____
Net Cash Provided By Operating Activities 7,927 7,060
_____ _____
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions and additions to property,
plant and equipment (3,331) (3,259)
Sales of subsidiaries and property, plant and equipment 165 170
Other investing activities - net 104 35
_____ _____
Net Cash Used In Investing Activities (3,062) (3,054)
_____ _____
NET CASH GENERATION BEFORE FINANCING ACTIVITIES 4,865 4,006
_____ _____
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt 330 364
Reductions in long-term debt (220) (261)
Additions/(reductions) in short-term debt - net (81) (14)
Cash dividends to Exxon shareholders (2,007) (1,928)
Cash dividends to minority interests (155) (169)
Additions/(reductions) to minority interests and
sales/(redemptions) of affiliate preferred stock (73) (29)
Acquisitions of Exxon shares - net (914) (243)
_____ _____
Net Cash Used In Financing Activities (3,120) (2,280)
_____ _____
Effects Of Exchange Rate Changes On Cash 24 (12)
_____ _____
Increase/(Decrease) In Cash And Cash Equivalents 1,769 1,714
Cash And Cash Equivalents At Beginning Of Period 2,951 1,508
_____ _____
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$4,720 $3,222
===== =====
SUPPLEMENTAL DISCLOSURES
Income taxes paid $2,052 $1,213
Cash interest paid $ 316 $ 371
-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 1996 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.
2. Recently Issued Statements of Financial Accounting Standards
In February 1997, the Financial Accounting Standards Board released
Statement No. 128, "Earnings per Share" which must be adopted for both
interim and annual periods ending after December 15, 1997, with earlier
application not permitted. Based on preliminary estimates, basic earnings
per share defined by the statement is consistent with current reporting of
net income per common share. The difference between basic and diluted
earnings per share is expected to be insignificant.
In June 1997, the Financial Accounting Standards Board released Statement
No. 130, "Reporting Comprehensive Income" and Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information."
Both statements become effective for fiscal years beginning after
December 15, 1997 with early adoption permitted. These statements require
disclosure of certain components of changes in equity and certain
information about operating segments and geographic areas of operation.
No decision has been made as to when the company will adopt the statements.
These statements will not have any effect on the results of operations or
financial position.
3. Capital
On February 26, 1997, the company's Board of Directors approved a
two-for-one stock split to Common Stock shareholders of record on
March 14, 1997 and canceled 321,000,000 shares (pre-split basis) of
Common Stock without par value held by the corporation as treasury
shares. These canceled shares were returned to the status of authorized
but unissued shares. The treasury stock account was credited for $9,869
million, the Common Stock account charged for $500 million and the
retained earnings account charged for $9,369 million to cancel these
treasury shares.
On March 14, 1997, the authorized Common Stock was increased from two
billion shares without par value to three billion shares without par value
and the issued shares were split on a two-for-one basis.
Since canceled treasury shares were returned to the status of authorized but
unissued shares and used to partially accomplish the two-for-one stock
split, the restated number of Common Stock shares issued (on a post-split
basis) at December 31, 1996 is not meaningful.
-6-
EXXON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The number of shares of Common Stock issued and outstanding as of
December 31, 1996 and 1995, restated to reflect the two-for-one stock split,
were 2,483,492,968 and 2,483,543,658, respectively. Earnings per share for
the years ended December 31, 1996, 1995 and 1994, restated for the effect of
the two-for-one stock split, are $3.01, $2.59, and $2.04, respectively.
4. Litigation and Other Contingencies
A number of lawsuits, including class actions, were 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.
Essentially all of these lawsuits have now been resolved or are subject to
appeal.
On September 24, 1996, the United States District Court for the District of
Alaska entered a judgment in the amount of $5.058 billion 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 who asserted 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. The
District Court stayed execution on the judgment pending appeal based on a
$6.75 billion letter of credit posted by the corporation. Exxon has
appealed 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.
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 consolidated financial condition or operations.
-7-
EXXON CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The U.S. Tax Court has decided the issue with respect to the pricing of
crude oil purchased from Saudi Arabia for the years 1979-1981 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 financial condition or operations.
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 adverse consequences material 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
_________________ ________________
1997 1996 1997 1996
______ ______ ______ ______
(millions of dollars)
Petroleum and natural gas
Exploration and production
United States $ 335 $ 423 $ 889 $ 842
Non-U.S. 620 615 1,510 1,619
Refining and marketing
United States 162 98 219 82
Non-U.S. 382 134 679 324
_____ _____ _____ _____
Total petroleum and natural gas 1,499 1,270 3,297 2,867
Chemicals
United States 246 166 438 319
Non-U.S. 147 138 265 272
Other operations 127 100 255 217
Corporate and financing (54) (104) (115) (220)
_____ _____ _____ _____
NET INCOME $1,965 $1,570 $4,140 $3,455
===== ===== ===== =====
SECOND QUARTER 1997 COMPARED WITH SECOND QUARTER 1996
Exxon Corporation estimated second quarter 1997 net income of $1,965 million,
an increase of $395 million or 25 percent from $1,570 million in second quarter
1996. On a per share basis, net income rose to $0.79 in the second quarter of
1997 compared to $0.63 in the prior year's quarter.
Exxon's net income of $1.97 billion was up $395 million or 25 percent over last
year's second quarter and represented the highest second quarter earnings in
Exxon's history. Earnings benefited from generally stronger downstream margins
and higher petroleum product sales. Chemicals volumes and margins also
improved over the prior year's quarter. Crude oil prices were volatile during
the quarter and on average were lower than the prior year. Liquids production
and natural gas sales were similar to second quarter 1996 levels. Petroleum
product sales for the second quarter were at the highest level achieved in over
20 years, with increases in all major geographic areas. Downstream margins
improved overall with U.S. and European industry refining margins recovering
modestly from last year's depressed levels. Chemicals earnings were up
29 percent over last year. Sales volumes continued strong, establishing a
quarterly record. Commodity chemical product prices and margins were also
higher. Earnings from other operations increased from second quarter 1996 on
higher copper realizations and record coal production.
-9-
EXXON CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OTHER COMMENTS ON SECOND QUARTER COMPARISON
Exploration and production earnings were negatively impacted by lower crude
prices which averaged about $1.50 per barrel less than the prior year.
European gas prices improved, while U.S. gas prices were lower on average than
last year, although strengthening over the course of the quarter.
Liquids production was 1,588 kbd (thousand barrels per day) compared to
1,595 kbd in the second quarter of 1996. Production increased from
developments in Canadian heavy oil operations, the North Sea and Australia.
These gains were offset by planned maintenance, a revised production sharing
agreement in Malaysia, and field decline. Gas production was 5,640 mcfd
(million cubic feet per day) compared to 5,674 mcfd in the prior year.
Earnings from U.S. exploration and production were $335 million, compared with
$423 million in the second quarter last year. Outside the U.S., earnings from
exploration and production were $620 million, as compared to $615 million in
the second quarter 1996.
Petroleum product sales of 5,348 kbd rose 6 percent from last year's second
quarter. Sales volumes increased in all major geographic areas. Refinery
throughput increased 121 kbd to 3,875 kbd reflecting lower scheduled
maintenance. Downstream industry margins improved somewhat from the depressed
levels of second quarter 1996. Refining margins strengthened in the U.S. gulf
coast and Europe but were weaker in Asia-Pacific. The industry environment
improved in the U.K., although marketing margins remained weak.
In the U.S., second quarter refining and marketing earnings were $162 million,
up $64 million from the prior year. Earnings from refining and marketing
operations outside the U.S. were $382 million, an increase of $248 million from
last year.
Chemical earnings were $393 million, up $89 million from second quarter 1996.
Record prime product sales of 4,277 kt (thousand metric tons) were up 8 percent
from the prior year. Margins improved on the strengthening of commodity
chemicals prices and lower feedstock costs.
Earnings from other operations, including coal, minerals and power, totaled
$127 million, an increase from $100 million in the second quarter 1996.
Copper realizations were higher, and coal production from continuing operations
was at a record level. Corporate and financing expenses of $54 million
compared with $104 million in the second quarter of last year, reflecting lower
tax-related charges.
Revenue for the second quarter of 1997 totaled $32,847 million, an increase
from $32,211 million in the second quarter 1996. Capital and exploration
expenditures were $2,215 million in the second quarter of 1997 compared with
$2,301 million in last year's second quarter.
During the second quarter of 1997, Exxon purchased 14.9 million shares of its
common stock for the treasury at a cost of $863 million, reducing shares
outstanding from 2,483.0 million at the end of first quarter 1997 to 2,474.4
million at the end of the second quarter. Purchases are made in open market
and negotiated transactions and may be discontinued at any time.
-10-
EXXON CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1997 COMPARED WITH FIRST SIX MONTHS 1996
Net income was $4,140 million in the first half 1997, an increase of 20 percent
from the $3,455 million earned in 1996. Net income for first half 1996
included $125 million in non-recurring credits. Excluding these credits, the
increase was $810 million or 24 percent. On a per share basis, net income was
$1.66 in the first half of 1997 compared to $1.39 last year.
Exploration and production earnings benefited from higher crude oil and natural
gas prices. Liquids production was 1,608 kbd compared to 1,639 kbd last year.
Increased production from Canada and new developments was offset by a revised
production sharing agreement in Malaysia, field decline and the sale of several
producing properties. Natural gas production of 6,587 mcfd was down 415 mcfd
from the first half of 1996 reflecting warmer weather in Europe.
Earnings from U.S. exploration and production operations for the first six
months were $889 million, an increase of $47 million from 1996. Outside the
U.S., earnings from exploration and production operations were $1,510 million,
up $16 million, after excluding non-recurring credits of $125 million in the
first quarter of 1996.
Petroleum product sales of 5,318 kbd increased 210 kbd over last year, with
volume growth in all major geographic areas. Earnings from U.S. refining and
marketing operations were $219 million, up from $82 million in 1996, as
industry refining margins improved from last year's low levels. Outside the
U.S., first half 1997 refining and marketing earnings increased $355 million to
$679 million, reflecting higher refining margins in Europe and an improved but
still weak industry environment in the U.K.
Chemical earnings totaled $703 million in the first half of 1997, up
$112 million from last year. Prime product sales grew 6 percent over 1996 to
8,361 kt. Industry commodity prices and margins improved from last year's
levels.
Earnings from other operations totaled $255 million, an increase of $38 million
from the first half of 1996, reflecting increased coal production and higher
copper realizations. Corporate and financing expenses declined $105 million to
$115 million, reflecting lower tax-related charges.
-11-
EXXON CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST SIX MONTHS 1997 COMPARED WITH FIRST SIX MONTHS 1996
Net cash generation before financing activities was $4,865 million in the first
half of 1997 versus $4,006 million in the same period last year. Operating
activities provided net cash of $7,927 million, an increase of $867 million
from 1996's first half, influenced by higher net income and an insurance
related settlement. Investing activities used net cash of $3,062 million,
about the same level as the prior year period.
Net cash used in financing activities was $3,120 million in the first half of
1997 versus $2,280 million for the year-ago period. The increase of
$840 million reflects the purchase of additional shares of Exxon common stock.
During the first half of 1997, a total of 20.2 million shares of Exxon common
stock were acquired for the treasury at a cost of $1,142 million. Purchases
are made in both the open market and through negotiated transactions.
Purchases may be discontinued at any time.
Capital and exploration expenditures in this year's first half were $4,005
million versus $4,292 million a year ago. Total capital and exploration
activity in 1997 should be at similar levels to 1996, as attractive investment
opportunities continue to be developed in each of the major business segments.
Total debt of $9.7 billion at June 30, 1997 was essentially unchanged from
year-end 1996. The corporation's debt to capital ratio was 17.5 percent at the
end of the first six months of 1997, down from 17.7 percent at year-end 1996.
Over the twelve months ended June 30, 1997, return on average shareholders'
equity was 19.2 percent. Return on average capital employed, which includes
debt, was 15.8 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 4 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
__________________ ________________
1997 1996 1997 1996
______ ______ ______ ______
(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, 1997
Item 2. Changes in Securities
______ _____________________
In accordance with the registrant's 1997 Nonemployee Director
Restricted Stock Plan, a newly elected nonemployee director was
granted 4,000 shares of restricted Common Stock on
June 24, 1997. This grant is exempt from registration under
bonus stock interpretations such as the "no-action" letter to
Pacific Telesis Group (June 30, 1992).
_____________________
Item 4. Submission of Matters to a Vote of Security Holders
______ ___________________________________________________
At the annual meeting of shareholders on April 30, 1997, the
following proposals were voted upon:
Concerning Election of Directors
Votes Votes
Nominees for Director Cast for Withheld
_____________________ _____________ _________
Michael J. Boskin 1,052,332,293 7,972,120
D. Wayne Calloway 1,052,140,178 8,164,235
Jess Hay 1,051,938,768 8,365,645
James R. Houghton 1,052,179,148 8,125,265
William R. Howell 1,051,918,940 8,385,473
Philip E. Lippincott 1,052,093,961 8,210,452
Harry J. Longwell 1,052,458,749 7,845,664
Marilyn Carlson Nelson 1,052,519,403 7,785,010
Lee R. Raymond 1,051,951,660 8,352,753
Robert E. Wilhelm 1,052,619,241 7,685,172
Concerning Amendment of 1993 Incentive Program
Votes Cast For: 1,010,576,435
Votes Cast Against: 33,448,471
Abstentions: 14,810,927
Broker Non-Votes: 1,468,580
Concerning Performance-Based Incentive Awards
Votes Cast For: 1,013,386,268
Votes Cast Against: 31,048,747
Abstentions: 14,400,818
Broker Non-Votes: 1,468,580
-14-
PART II. OTHER INFORMATION
EXXON CORPORATION
FOR THE QUARTER ENDED JUNE 30, 1997
Concerning Ratification of the Appointment of Independent Public
Accountants
Votes Cast For: 1,050,572,448
Votes Cast Against: 3,548,056
Abstentions: 4,718,334
Broker Non-Votes: 1,465,575
Concerning Additional Reporting of Political Contributions
Votes Cast For: 63,434,778
Votes Cast Against: 827,530,808
Abstentions: 25,038,625
Broker Non-Votes: 144,300,202
Concerning Additional Executive Compensation Reporting
Votes Cast For: 83,938,122
Votes Cast Against: 793,750,959
Abstentions: 38,315,130
Broker Non-Votes: 144,300,202
See also pages 4 through 8 and pages 17 through 22 of the registrant's
definitive proxy statement dated March 19, 1997. These voting results are
presented on a pre-split basis for votes from shareholders of record at the
close of business on March 3, 1997.
Item 6. Exhibits and Reports on Form 8-K
______ ________________________________
a) Exhibits
Exhibit 10(iii)(a) - Registrant's 1993 Incentive Program, as amended
May 28, 1997.
Exhibit 10(iii)(e) - Registrant's Short Term Incentive Program, as
amended May 28, 1997.
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.
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EXXON CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1997
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 12, 1997 /s/ Donald D.Humphreys
_______________________________________________
Donald D. Humphreys, Vice President, Controller
and Principal Accounting Officer
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EXXON CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1997
INDEX TO EXHIBITS
10(iii)(a). Registrant's 1993 Incentive Program, as amended May 28, 1997.
10(iii)(e). Registrant's Short Term Incentive Program, as amended
May 28, 1997.
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