UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-Q


( X )   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2007


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 MOBIL 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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

         Large accelerated filer   X        Accelerated filer               Non-accelerated filer      


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No  X 


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 March 31, 2007

Common stock, without par value                                                              5,633,270,055                







EXXON MOBIL CORPORATION


FORM 10-Q


FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007


TABLE OF CONTENTS


Page

Number


PART I.  FINANCIAL INFORMATION


Item 1.

Financial Statements


Condensed Consolidated Statement of Income

3

Three months ended March 31, 2007 and 2006


Condensed Consolidated Balance Sheet

4

As of March 31, 2007 and December 31, 2006


Condensed Consolidated Statement of Cash Flows

5

Three months ended March 31, 2007 and 2006


Notes to Condensed Consolidated Financial Statements

6-15


Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

16-19


Item 3.

Quantitative and Qualitative Disclosures About Market Risk

20


Item 4.

Controls and Procedures

20


PART II.  OTHER INFORMATION


Item 1.

Legal Proceedings

20


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

21


Item 6.

Exhibits

21


Signature

22


Index to Exhibits

23




-2-



PART I.  FINANCIAL INFORMATION



Item 1.  Financial Statements


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(millions of dollars)



       

Three Months Ended

 
       

March 31,

 
        

2007

  

2006

 

REVENUES AND OTHER INCOME

            

Sales and other operating revenue (1)

      

$

84,174

 

$

86,317

 

Income from equity affiliates

       

1,915

  

1,800

 

Other income

       

1,134

  

863

 

       Total revenues and other income

       

87,223

  

88,980

 

 

            

COSTS AND OTHER DEDUCTIONS

            

Crude oil and product purchases

       

40,042

  

42,821

 

Production and manufacturing expenses

       

7,283

  

7,424

 

Selling, general and administrative expenses

       

3,392

  

3,466

 

Depreciation and depletion

       

2,942

  

2,644

 

Exploration expenses, including dry holes

       

272

  

282

 

Interest expense

       

103

  

165

 

Sales-based taxes (1)

       

7,284

  

7,664

 

Other taxes and duties

       

9,591

  

8,873

 

Income applicable to minority and preferred interests

       

250

  

182

 

       Total costs and other deductions

       

71,159

  

73,521

 

 

            

INCOME BEFORE INCOME TAXES

       

16,064

  

15,459

 

       Income taxes

       

6,784

  

7,059

 

NET INCOME

      

$

9,280

 

$

8,400

 
             

 

            

NET INCOME PER COMMON SHARE (dollars)

      

$

1.64

 

$

1.38

 

 

            

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION (dollars)

      

$

1.62

 

$

1.37

 
             
             

DIVIDENDS PER COMMON SHARE (dollars)

      

$

0.32

 

$

0.32

 
             
             

(1) Sales-based taxes included in sales and other

            

         operating revenue

      

$

7,284

 

$

7,664

 
             
             

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.



-3-



EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)


 

March 31,

 

Dec. 31,

 
 

2007

 

2006

 

ASSETS

        

Current assets

        

   Cash and cash equivalents

 

$

29,994

  

$

28,244

 

   Cash and cash equivalents - restricted (note 3)

  

4,604

   

4,604

 

   Notes and accounts receivable - net

  

27,582

   

28,942

 

   Inventories

        

     Crude oil, products and merchandise

  

10,759

   

8,979

 

     Materials and supplies

  

1,846

   

1,735

 

   Prepaid taxes and expenses

  

3,280

   

3,273

 

     Total current assets

  

78,065

   

75,777

 

Property, plant and equipment - net

  

114,201

   

113,687

 

Investments and other assets

  

31,033

   

29,551

 
         

     TOTAL ASSETS

 

$

223,299

  

$

219,015

 
         

LIABILITIES

        

Current liabilities

        

   Notes and loans payable

 

$

2,006

  

$

1,702

 

   Accounts payable and accrued liabilities

  

38,923

   

39,082

 

   Income taxes payable

  

9,661

   

8,033

 

     Total current liabilities

  

50,590

   

48,817

 

Long-term debt

  

6,758

   

6,645

 

Deferred income tax liabilities

  

21,010

   

20,851

 

Other long-term liabilities

  

30,831

   

28,858

 
         

     TOTAL LIABILITIES

  

109,189

   

105,171

 
         

Commitments and contingencies (note 3)

        
         

SHAREHOLDERS' EQUITY

        

Common stock, without par value:

        

   Authorized:  

9,000 million shares

        

   Issued:      

8,019 million shares

  

4,530

   

4,786

 

Earnings reinvested

  

202,984

   

195,207

 

Accumulated other nonowner changes in equity

        

   Cumulative foreign exchange translation adjustment

  

4,156

   

3,733

 

   Postretirement benefits reserves adjustment

  

(6,702

)

  

(6,495

)

Common stock held in treasury:

        

       2,386 million shares at March 31, 2007

  

(90,858

)

    

       2,290 million shares at December 31, 2006

      

(83,387

)

         

     TOTAL SHAREHOLDERS' EQUITY

  

114,110

   

113,844

 
         

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

223,299

  

$

219,015

 
         

The number of shares of common stock issued and outstanding at March 31, 2007 and

December 31, 2006 were 5,633,270,055 and 5,728,702,212, respectively.

 
 

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.





-4-




EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)




  

Three Months Ended

 
  

March 31,

 
   

2007

   

2006

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

   Net income

 

$

9,280

  

$

8,400

 

   Depreciation and depletion

  

2,942

   

2,644

 

   Changes in operational working capital, excluding cash and debt

  

1,843

   

3,257

 

   All other items - net

  

221

   

330

 
         

    Net cash provided by operating activities

  

14,286

   

14,631

 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

   Additions to property, plant and equipment

  

(3,106

)

  

(3,730

)

   Sales of subsidiaries, investments, and property, plant and equipment

  

538

   

394

 

   Other investing activities - net

  

(670

)

  

(167

)

         

    Net cash used in investing activities

  

(3,238

)

  

(3,503

)

         

CASH FLOWS FROM FINANCING ACTIVITIES

        

   Additions to long-term debt

  

93

   

13

 

   Reductions in long-term debt

  

(36

)

  

(7

)

   Additions/(reductions) in short-term debt - net

  

274

   

(61

)

   Cash dividends to ExxonMobil shareholders

  

(1,825

)

  

(1,957

)

   Cash dividends to minority interests

  

(74

)

  

(81

)

   Changes in minority interests and sales/(purchases)

        

      of affiliate stock

  

(149

)

  

(145

)

   Net ExxonMobil shares acquired

  

(7,788

)

  

(5,764

)

         

    Net cash used in financing activities

  

(9,505

)

  

(8,002

)

         

Effects of exchange rate changes on cash

  

207

   

148

 
         

Increase/(decrease) in cash and cash equivalents

  

1,750

   

3,274

 

Cash and cash equivalents at beginning of period

  

28,244

   

28,671

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

29,994

  

$

31,945

 
         

SUPPLEMENTAL DISCLOSURES

        

   Income taxes paid

 

$

3,998

  

$

4,088

 

   Cash interest paid

 

$

137

  

$

108

 
 
 

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.




-5-




EXXON MOBIL 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 Securities and Exchange Commission in the Corporation's 2006 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.  A reclassification on the first quarter 2006 income statement was made in the second quarter 2006 of $1.3 billion from "Other taxes and duties" to "Crude oil and product purchases" related to the reporting of purchases and sales of inventory with the same counterparty.


2.

Accounting Change for Uncertainty in Income Taxes


Effective January 1, 2007, the Corporation adopted the Financial Accounting Standards Board’s (FASB) Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes".  FIN 48 is an interpretation of FASB Statement No. 109, "Accounting for Income Taxes", and prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements uncertain tax positions that the Corporation has taken or expects to take in its income tax returns.  Upon the adoption of FIN 48, the Corporation recognized a transition gain of $267 million in shareholders’ equity.  The gain reflected the recognition of several refund claims, partly offset by increased liability reserves.


The Corporation is subject to income taxation in many jurisdictions around the world.  The total amount of unrecognized income tax benefits in these jurisdictions at January 1, 2007, was $3.7 billion, almost all of which is classified as long term.  Resolution of the related tax positions through negotiations with the relevant tax authorities or through litigation will take many years to complete.  Accordingly, it is difficult to predict the timing of resolution for individual tax positions.  However, the Corporation does not anticipate that the total amount of unrecognized tax benefits will significantly increase or decrease in the next 12 months.  Given the long time periods involved in resolving individual tax positions, the Corporation does not expect that the recognition of unrecognized tax benefits will have a material impact on the Corporation’s effective income tax rate in any given year.


The following table summarizes the tax years that remain subject to examination by major tax jurisdiction:


 

Country of Operation

Open Tax Years

   
 

Abu Dhabi

2000-2006

 

Angola

2002-2006

 

Australia

2000-2006

 

Canada

1990-2006

 

Equatorial Guinea

1996-2006

 

Germany

1998-2006

 

Japan

2002-2006

 

Malaysia

1983-2006

 

Nigeria

1998-2006

 

Norway

1993-2006

 

United Kingdom

2002-2006

 

United States

1989-2006


The Corporation classifies interest on income tax related balances as interest expense or interest income and classifies tax related penalties as operating expense.  


At January 1, 2007, the Corporation had accrued interest payable of $0.5 billion related to income tax reserve balances.



-6-



3.

Litigation and Other Contingencies


Litigation


A variety of claims have been made against ExxonMobil and certain of its consolidated subsidiaries in a number of pending lawsuits and tax disputes. Management has regular litigation and tax reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies. The Corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Corporation does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and which are significant, the Corporation discloses the nature of the contingency and, where feasible, an estimate of the possible loss. ExxonMobil will continue to defend itself vigorously in these matters. Based on a consideration of all relevant facts and circumstances, the Corporation does not believe the ultimate outcome of any currently pending lawsuit against ExxonMobil will have a materially adverse effect upon the Corporation’s operations or financial condition.


A number of lawsuits, including class actions, were brought in various courts against Exxon Mobil Corporation and certain of its subsidiaries relating to the accidental release of crude oil from the tanker Exxon Valdez in 1989. All the compensatory claims have been resolved and paid. All of the punitive damage claims were consolidated in the civil trial that began in 1994. The first judgment from the United States District Court for the District of Alaska in the amount of $5 billion was vacated by the United States Court of Appeals for the Ninth Circuit as being excessive under the Constitution. The second judgment in the amount of $4 billion was vacated by the Ninth Circuit panel without argument and sent back for the District Court to reconsider in light of the recent U.S. Supreme Court decision in Campbell v. State Farm. The most recent District Court judgment for punitive damages was for $4.5 billion plus interest and was entered in January 2004. The Corporation posted a $5.4 billion letter of credit. ExxonMobil and the plaintiffs appealed this decision to the Ninth Circuit, which ruled on December 22, 2006, that the award be reduced to $2.5 billion. On January 12, 2007, ExxonMobil petitioned the Ninth Circuit Court of Appeals for a rehearing en banc of its appeal. While it is reasonably possible that a liability for punitive damages may have been incurred from the Exxon Valdez grounding, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability.


In December 2000, a jury in the 15th Judicial Circuit Court of Montgomery County, Alabama, returned a verdict against the Corporation in a dispute over royalties in the amount of $88 million in compensatory damages and $3.4 billion in punitive damages in the case of Exxon Corporation v. State of Alabama, et al. The verdict was upheld by the trial court in May 2001. In December 2002, the Alabama Supreme Court vacated the $3.5 billion jury verdict. The case was retried and in November 2003, a state district court jury in Montgomery, Alabama, returned a verdict against Exxon Mobil Corporation. The verdict included $63.5 million in compensatory damages and $11.8 billion in punitive damages. In March 2004, the district court judge reduced the amount of punitive damages to $3.5 billion. ExxonMobil believes the judgment is not justified by the evidence, that any punitive damage award is not justified by either the facts or the law, and that the amount of the award is grossly excessive and unconstitutional. ExxonMobil has appealed the decision to the Alabama Supreme Court. The Alabama Supreme Court heard oral arguments on February 6, 2007. Management believes that the likelihood of the judgment being upheld is remote. While it is reasonably possible that a liability may have been incurred by ExxonMobil from this dispute over royalties, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability. In May 2004, the Corporation posted a $4.5 billion supersedeas bond as required by Alabama law to stay execution of the judgment pending appeal. The Corporation has pledged to the issuer of the bond collateral consisting of cash and short-term, high-quality securities with an aggregate value of approximately $4.6 billion. This collateral is reported as restricted cash and cash equivalents on the Consolidated Balance Sheet. Under the terms of the pledge agreement, the Corporation is entitled to receive the income generated from the cash and securities and to make investment decisions, but is restricted from using the pledged cash and securities for any other purpose until such time the bond is canceled.





-7-



In 2001, a Louisiana state court jury awarded compensatory damages of $56 million and punitive damages of $1 billion to a landowner for damage caused by a third party that leased the property from the landowner. The third party provided pipe cleaning and storage services for the Corporation and other entities. The Louisiana Fourth Circuit Court of Appeals reduced the punitive damage award to $112 million in 2005. The Corporation appealed this decision to the Louisiana Supreme Court which, in March 2006, refused to hear the appeal. ExxonMobil has fully accrued and paid the compensatory and punitive damage awards. The Corporation appealed the punitive damage award to the U.S. Supreme Court, which on February 26, 2007, vacated the judgment and remanded the case to the Louisiana Fourth Circuit Court of Appeals for reconsideration in light of the recent U.S. Supreme Court decision in Williams v. Phillip Morris USA.


Tax issues for 1989 to 1993 remain pending before the U.S. 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.



Other Contingencies


 

As of March 31, 2007

 

Equity

  

Other

   
 

Company

  

Third Party

   
 

Obligations

  

Obligations

 

Total

 
 

(millions of dollars)

Total guarantees

 

$

4,354

 

$

756

 

$

5,110

 


The Corporation and certain of its consolidated subsidiaries were contingently liable at March 31, 2007, for $5,110 million, primarily relating to guarantees for notes, loans and performance under contracts. Included in this amount were guarantees by consolidated affiliates of $4,354 million, representing ExxonMobil’s share of obligations of certain equity companies. These guarantees are not reasonably likely to have a material effect on the Corporation’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


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 Corporation's outstanding unconditional purchase obligations at March 31, 2007, were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.


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.


In accordance with a nationalization decree issued by Venezuela's President Chavez in February, the Venezuelan National Oil Company (PdVSA) on May 1, 2007 assumed the operatorship of the Cerro Negro heavy oil development, which had been operated by an ExxonMobil affiliate that holds a 41.67 percent ownership interest in the project. The decree also requires conversion of the Cerro Negro project into a "mixed enterprise" structure and an increase in PdVSA's ownership interest in the project. Discussions with Venezuelan authorities are continuing over proposed changes to the joint venture relating to the nationalization decree. The Corporation does not expect the resolution of these issues to have a material effect upon the Corporation’s operations or financial condition.





-8-




4.

Nonowner Changes in Shareholders' Equity



       

Three Months Ended

 
       

March 31,

 
        

2007

  

2006

 
       

(millions of dollars)

 
             

Net income

      

$

9,280

 

$

8,400

 

Changes in other nonowner changes in equity

            

 (net of income taxes)

            

Foreign exchange translation adjustment

       

423

  

414

 

Postretirement benefits reserve adjustment

            

 (excluding amortization)

       

(408

)

 

0

 

Amortization of postretirement benefits reserve

            

 adjustment included in net periodic benefit costs

       

201

  

0

 

Minimum pension liability adjustment

            

 (before December 31, 2006, adoption of FAS 158)

       

0

  

(17

)

Total nonowner changes in shareholders' equity

      

$

9,496

 

$

8,797

 



5.

Earnings Per Share



       

Three Months Ended

 
       

March 31,

 
        

2007

  

2006

 
             

NET INCOME PER COMMON SHARE

            

Net income (millions of dollars)

      

$

9,280

 

$

8,400

 

 

            

Weighted average number of common shares

            

  outstanding (millions of shares)

       

5,650

  

6,068

 
             

Net income per common share (dollars)

      

$

1.64

 

$

1.38

 
             

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION

            

Net income (millions of dollars)

      

$

9,280

 

$

8,400

 
             

Weighted average number of common shares

            

  outstanding (millions of shares)

       

5,650

  

6,068

 

    Effect of employee stock-based awards

       

64

  

58

 

Weighted average number of common shares

            

  outstanding - assuming dilution

       

5,714

  

6,126

 
             

Net income per common share

            

   - assuming dilution (dollars)

      

$

1.62

 

$

1.37

 




-9-



6.

Pension and Other Postretirement Benefits


       

Three Months Ended

 
       

March 31,

 
        

2007

  

2006

 
       

(millions of dollars)

 

Pension Benefits - U.S.

            

   Components of net benefit cost

            

      Service cost

      

$

97

 

$

85

 

      Interest cost

       

172

  

159

 

      Expected return on plan assets

       

(210

)

 

(157

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

67

  

69

 

      Net pension enhancement and

            

        curtailment/settlement cost

       

47

  

39

 

      Net benefit cost

      

$

173

 

$

195

 
             
             

Pension Benefits - Non-U.S.

            

   Components of net benefit cost

            

      Service cost

      

$

109

 

$

103

 

      Interest cost

       

237

  

215

 

      Expected return on plan assets

       

(263

)

 

(237

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

112

  

126

 

      Net pension enhancement and

            

        curtailment/settlement cost

       

0

  

1

 

      Net benefit cost

      

$

195

 

$

208

 
             
             

Other Postretirement Benefits

            

   Components of net benefit cost

            

      Service cost

      

$

27

 

$

18

 

      Interest cost

       

112

  

77

 

      Expected return on plan assets

       

(15

)

 

(10

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

78

  

53

 

      Net benefit cost

      

$

202

 

$

138

 




-10-



7.

Disclosures about Segments and Related Information



       

Three Months Ended

 
       

March 31,

 
        

2007

  

2006

 
        

(millions of dollars)

 

EARNINGS AFTER INCOME TAX

            

  Upstream

            

    United States

      

$

1,177

 

$

1,280

 

    Non-U.S.

       

4,864

  

5,103

 

  Downstream

            

    United States

       

839

  

679

 

    Non-U.S.

       

1,073

  

592

 

  Chemical

            

    United States

       

346

  

329

 

    Non-U.S.

       

890

  

620

 

  All other

       

91

  

(203

)

  Corporate total

      

$

9,280

 

$

8,400

 
             

SALES AND OTHER OPERATING REVENUE (1)

          

  Upstream

            

     United States

      

$

1,362

 

$

1,777

 

     Non-U.S.

       

5,493

  

7,539

 

  Downstream

            

     United States

       

21,260

  

21,128

 

     Non-U.S.

       

47,641

  

47,704

 

  Chemical

            

     United States

       

3,189

  

3,225

 

     Non-U.S.

       

5,224

  

4,940

 

  All other

       

5

  

4

 

  Corporate total

      

$

84,174

 

$

86,317

 
             

(1) Includes sales-based taxes

            
             

INTERSEGMENT REVENUE

            

  Upstream

            

     United States

      

$

1,563

 

$

1,854

 

     Non-U.S.

       

10,595

  

8,874

 

  Downstream

            

     United States

       

2,782

  

2,782

 

     Non-U.S.

       

10,941

  

10,983

 

  Chemical

            

     United States

       

1,697

  

1,823

 

     Non-U.S.

       

1,522

  

1,582

 

  All other

       

79

  

68

 




-11-



8.

Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries


Exxon Mobil Corporation has fully and unconditionally guaranteed the deferred interest debentures due 2012 ($1,595 million long-term at March 31, 2007) and the debt securities due 2007-2011 ($52 million long-term and $13 million short-term) of SeaRiver Maritime Financial Holdings, Inc., a 100 percent owned subsidiary of Exxon Mobil Corporation.


The following condensed consolidating financial information is provided for Exxon Mobil Corporation, as guarantor, and for SeaRiver Maritime Financial Holdings, Inc., as issuer, as an alternative to providing separate financial statements for the issuer.  The accounts of Exxon Mobil Corporation and SeaRiver Maritime Financial Holdings, Inc. are presented utilizing the equity method of accounting for investments in subsidiaries.



   

SeaRiver

       
 

Exxon Mobil

 

Maritime

   

Consolidating

   
 

Corporation

 

Financial

   

and

   
 

Parent

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
 

Condensed consolidated statement of income for three months ended March 31, 2007

Revenues and other income

               

Sales and other operating revenue,

               

including sales-based taxes

$

3,857

 

$

-

 

$

80,317

 

$

-

 

$

84,174

 

Income from equity affiliates

 

9,167

  

7

  

1,904

  

(9,163

)

 

1,915

 

Other income

 

222

  

-

  

912

  

-

  

1,134

 

Intercompany revenue

 

8,281

  

26

  

77,889

  

(86,196

)

 

-

 

Total revenues and other income

 

21,527

  

33

  

161,022

  

(95,359

)

 

87,223

 

Costs and other deductions

               

Crude oil and product purchases

 

7,880

  

-

  

112,246

  

(80,084

)

 

40,042

 

Production and manufacturing

               

expenses

 

1,714

  

-

  

6,792

  

(1,223

)

 

7,283

 

Selling, general and administrative

               

expenses

 

591

  

-

  

2,986

  

(185

)

 

3,392

 

Depreciation and depletion

 

388

  

-

  

2,554

  

-

  

2,942

 

Exploration expenses, including dry

               

holes

 

100

  

-

  

172

  

-

  

272

 

Interest expense

 

1,446

  

50

  

3,488

  

(4,881

)

 

103

 

Sales-based taxes

 

-

  

-

  

7,284

  

-

  

7,284

 

Other taxes and duties

 

13

  

-

  

9,578

  

-

  

9,591

 

Income applicable to minority and

               

preferred interests

 

-

  

-

  

250

  

-

  

250

 

Total costs and other deductions

 

12,132

  

50

  

145,350

  

(86,373

)

 

71,159

 

Income before income taxes

 

9,395

  

(17

)

 

15,672

  

(8,986

)

 

16,064

 

Income taxes

 

115

  

(8

)

 

6,677

  

-

  

6,784

 

Net income

$

9,280

 

$

(9

)

$

8,995

 

$

(8,986

)

$

9,280

 




-12-



   

SeaRiver

       
 

Exxon Mobil

 

Maritime

   

Consolidating

   
 

Corporation

 

Financial

   

and

   
 

Parent

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
 

Condensed consolidated statement of income for three months ended March 31, 2006

Revenues and other income

               

Sales and other operating revenue,

               

including sales-based taxes

$

4,221

 

$

-

 

$

82,096

 

$

-

 

$

86,317

 

Income from equity affiliates

 

8,443

  

9

  

1,797

  

(8,449

)

 

1,800

 

Other income

 

191

  

-

  

672

  

-

  

863

 

Intercompany revenue

 

8,769

  

20

  

77,803

  

(86,592

)

 

-

 

Total revenues and other income

 

21,624

  

29

  

162,368

  

(95,041

)

 

88,980

 

Costs and other deductions

               

Crude oil and product purchases

 

8,454

  

-

  

116,199

  

(81,832

)

 

42,821

 

Production and manufacturing

               

expenses

 

2,037

  

-

  

6,616

  

(1,229

)

 

7,424

 

Selling, general and administrative

               

 

expenses

 

686

  

-

  

2,920

  

(140

)

 

3,466

 

Depreciation and depletion

 

311

  

-

  

2,333

  

-

  

2,644

 

Exploration expenses, including dry

               

holes

 

106

  

-

  

176

  

-

  

282

 

Interest expense

 

993

  

45

  

2,521

  

(3,394

)

 

165

 

Sales-based taxes

 

-

  

-

  

7,664

  

-

  

7,664

 

Other taxes and duties

 

6

  

-

  

8,867

  

-

  

8,873

 

Income applicable to minority and

               

preferred interests

 

-

  

-

  

182

  

-

  

182

 

Total costs and other deductions

 

12,593

  

45

  

147,478

  

(86,595

)

 

73,521

 

Income before income taxes

 

9,031

  

(16

)

 

14,890

  

(8,446

)

 

15,459

 

Income taxes

 

631

  

(9

)

 

6,437

  

-

  

7,059

 

Net income

$

8,400

 

$

(7

)

$

8,453

 

$

(8,446

)

$

8,400

 




-13-



   

SeaRiver

       
 

Exxon Mobil

 

Maritime

   

Consolidating

   
 

Corporation

 

Financial

   

and

   
 

Parent

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
  

Condensed consolidated balance sheet as of March 31,2007

 

Cash and cash equivalents

$

2,913

 

$

-

 

$

27,081

 

$

-

 

$

29,994

 

Cash and cash equivalents - restricted

 

-

  

-

  

4,604

  

-

  

4,604

 

Notes and accounts receivable - net

 

2,029

  

-

  

25,553

  

-

  

27,582

 

Inventories

 

1,276

  

-

  

11,329

  

-

  

12,605

 

Prepaid taxes and expenses

 

1,169

  

3

  

2,108

  

-

  

3,280

 

      Total current assets

 

7,387

  

3

  

70,675

  

-

  

78,065

 

Property, plant and equipment - net

 

16,523

  

-

  

97,678

  

-

  

114,201

 

Investments and other assets

 

214,751

  

430

  

414,212

  

(598,360

)

 

31,033

 

Intercompany receivables

 

12,585

  

1,899

  

437,295

  

(451,779

)

 

-

 

      Total assets

$

251,246

 

$

2,332

 

$

1,019,860

 

$

(1,050,139

)

$

223,299

 
                

Notes and loan payables

$

260

 

$

13

 

$

1,733

 

$

-

 

$

2,006

 

Accounts payable and accrued liabilities

 

2,786

  

1

  

36,136

  

-

  

38,923

 

Income taxes payable

 

-

  

-

  

9,661

  

-

  

9,661

 

      Total current liabilities

 

3,046

  

14

  

47,530

  

-

  

50,590

 

Long-term debt

 

273

  

1,647

  

4,838

  

-

  

6,758

 

Deferred income tax liabilities

 

1,568

  

232

  

19,210

  

-

  

21,010

 

Other long-term liabilities

 

11,444

  

-

  

19,387

  

-

  

30,831

 

Intercompany payables

 

120,805

  

384

  

330,590

  

(451,779

)

 

-

 

      Total liabilities

 

137,136

  

2,277

  

421,555

  

(451,779

)

 

109,189

 
                

Earnings reinvested

 

202,984

  

(414

)

 

153,489

  

(153,075

)

 

202,984

 

Other shareholders' equity

 

(88,874

)

 

469

  

444,816

  

(445,285

)

 

(88,874

)

      Total shareholders' equity

 

114,110

  

55

  

598,305

  

(598,360

)

 

114,110

 

      Total liabilities and

               

        shareholders' equity

$

251,246

 

$

2,332

 

$

1,019,860

 

$

(1,050,139

)

$

223,299

 



Condensed consolidated balance sheet as of December 31, 2006

 

Cash and cash equivalents

$

6,355

 

$

-

 

$

21,889

 

$

-

 

$

28,244

 

Cash and cash equivalents - restricted

 

-

  

-

  

4,604

  

-

  

4,604

 

Notes and accounts receivable - net

 

2,057

  

-

  

26,885

  

-

  

28,942

 

Inventories

 

1,213

  

-

  

9,501

  

-

  

10,714

 

Prepaid taxes and expenses

 

357

  

-

  

2,916

  

-

  

3,273

 

      Total current assets

 

9,982

  

-

  

65,795

  

-

  

75,777

 

Property, plant and equipment - net

 

16,730

  

-

  

96,957

  

-

  

113,687

 

Investments and other assets

 

201,257

  

423

  

415,910

  

(588,039

)

 

29,551

 

Intercompany receivables

 

16,501

  

1,883

  

435,221

  

(453,605

)

 

-

 

      Total assets

$

244,470

 

$

2,306

 

$

1,013,883

 

$

(1,041,644

)

$

219,015

 
                

Notes and loan payables

$

90

 

$

13

 

$

1,599

 

$

-

 

$

1,702

 

Accounts payable and accrued liabilities

 

3,025

  

1

  

36,056

  

-

  

39,082

 

Income taxes payable

 

548

  

1

  

7,484

  

-

  

8,033

 

      Total current liabilities

 

3,663

  

15

  

45,139

  

-

  

48,817

 

Long-term debt

 

274

  

1,602

  

4,769

  

-

  

6,645

 

Deferred income tax liabilities

 

1,975

  

237

  

18,639

  

-

  

20,851

 

Other long-term liabilities

 

8,044

  

-

  

20,814

  

-

  

28,858

 

Intercompany payables

 

116,670

  

387

  

336,548

  

(453,605

)

 

-

 

      Total liabilities

 

130,626

  

2,241

  

425,909

  

(453,605

)

 

105,171

 
                

Earnings reinvested

 

195,207

  

(404

)

 

144,607

  

(144,203

)

 

195,207

 

Other shareholders' equity

 

(81,363

)

 

469

  

443,367

  

(443,836

)

 

(81,363

)

      Total shareholders' equity

 

113,844

  

65

  

587,974

  

(588,039

)

 

113,844

 

      Total liabilities and

               

        shareholders' equity

$

244,470

 

$

2,306

 

$

1,013,883

 

$

(1,041,644

)

$

219,015

 


-14-



   

SeaRiver

       
 

Exxon Mobil

 

Maritime

   

Consolidating

   
 

Corporation

 

Financial

   

and

   
 

Parent

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
  

Condensed consolidated statement of cash flows for three months ended March 31, 2007

 

Cash provided by/(used in) operating

               

activities

$

1,017

 

$

19

 

$

13,413

 

$

(163

)

$

14,286

 

Cash flows from investing activities

               

Additions to property, plant and

               

equipment

 

(301

)

 

-

  

(2,805

)

 

-

  

(3,106

)

Sales of long-term assets

 

97

  

-

  

441

  

-

  

538

 

Net intercompany investing

 

5,190

  

(16

)

 

(5,202

)

 

28

  

-

 

All other investing, net

 

-

  

-

  

(670

)

 

-

  

(670

)

Net cash provided by/(used in)

               

investing activities

 

4,986

  

(16

)

 

(8,236

)

 

28

  

(3,238

)

Cash flows from financing activities

               

Additions to long-term debt

 

-

  

-

  

93

  

-

  

93

 

Reductions in long-term debt

 

-

  

-

  

(36

)

 

-

  

(36

)

Additions/(reductions) in short-term

               

debt - net

 

168

  

-

  

106

  

-

  

274

 

Cash dividends

 

(1,825

)

 

-

  

(163

)

 

163

  

(1,825

)

Net ExxonMobil shares sold/(acquired)

 

(7,788

)

 

-

  

-

  

-

  

(7,788

)

Net intercompany financing activity

 

-

  

(3

)

 

31

  

(28

)

 

-

 

All other financing, net

 

-

  

-

  

(223

)

 

-

  

(223

)

Net cash provided by/(used in)

               

financing activities

 

(9,445

)

 

(3

)

 

(192

)

 

135

  

(9,505

)

Effects of exchange rate changes

               

on cash

 

-

  

-

  

207

  

-

  

207

 

Increase/(decrease) in cash and cash

               

equivalents

$

(3,442

)

$

-

 

$

5,192

 

$

-

 

$

1,750

 



Condensed consolidated statement of cash flows for three months ended March 31, 2006

 

Cash provided by/(used in) operating

               

activities

$

2,387

 

$

15

 

$

12,997

 

$

(768

)

$

14,631

 

Cash flows from investing activities

               

Additions to property, plant and

               

equipment

 

(340

)

 

-

  

(3,390

)

 

-

  

(3,730

)

Sales of long-term assets

 

18

  

-

  

376

  

-

  

394

 

Net intercompany investing

 

2,847

  

(16

)

 

(2,874

)

 

43

  

-

 

All other investing, net

 

-

  

-

  

(167

)

 

-

  

(167

)

Net cash provided by/(used in)

               

investing activities

 

2,525

  

(16

)

 

(6,055

)

 

43

  

(3,503

)

Cash flows from financing activities

               

Additions to long-term debt

 

-

  

-

  

13

  

-

  

13

 

Reductions in long-term debt

 

-

  

-

  

(7

)

 

-

  

(7

)

Additions/(reductions) in short-term

               

debt - net

 

(163

)

 

-

  

102

  

-

  

(61

)

Cash dividends

 

(1,957

)

 

-

  

(768

)

 

768

  

(1,957

)

Net ExxonMobil shares sold/(acquired)

 

(5,764

)

 

-

  

-

  

-

  

(5,764

)

Net intercompany financing activity

 

-

  

1

  

42

  

(43

)

 

-

 

All other financing, net

 

-

  

-

  

(226

)

 

-

  

(226

)

Net cash provided by/(used in)

               

financing activities

 

(7,884

)

 

1

  

(844

)

 

725

  

(8,002

)

Effects of exchange rate changes

               

on cash

 

-

  

-

  

148

  

-

  

148

 

Increase/(decrease) in cash and cash

               

equivalents

$

(2,972

)

$

-

 

$

6,246

 

$

-

 

$

3,274

 




-15-


EXXON MOBIL CORPORATION


Item 2.

Management's Discussion and Analysis of Financial Condition

and Results of Operations


FUNCTIONAL EARNINGS SUMMARY


       

First Three Months

 
        

2007

  

2006

 
       

(millions of dollars)

 

Net Income (U.S. GAAP)

            

Upstream

            

   United States

      

$

1,177

 

$

1,280

 

   Non-U.S.

       

4,864

  

5,103

 

Downstream

            

   United States

       

839

  

679

 

   Non-U.S.

       

1,073

  

592

 

Chemical

            

   United States

       

346

  

329

 

   Non-U.S.

       

890

  

620

 

Corporate and financing

       

91

  

(203

)

Net Income (U.S. GAAP)

      

$

9,280

 

$

8,400

 
             

Net income per common share (dollars)

      

$

1.64

 

$

1.38

 

Net income per common share

            

   - assuming dilution (dollars)

      

$

1.62

 

$

1.37

 


REVIEW OF FIRST QUARTER 2007 RESULTS


Exxon Mobil Corporation reported first quarter 2007 net income of $9,280 million, an increase of 10 percent or $880 million from the first quarter of 2006.  Higher refining, marketing and chemical margins were partly offset by a decrease in crude oil and natural gas realizations.  Earnings per share were $1.62, an increase of 18 percent, reflecting strong earnings and the benefits of the share repurchase program.  Share purchases of $7.0 billion during the first quarter of 2007 reduced shares outstanding by 1.7 percent.  Average shares outstanding were 7 percent lower relative to the first quarter of 2006.



   

First Three Months

 
 

 

 

 

 

 2007

 

 2006

 
       

(millions of dollars)

 

Upstream earnings

            

   United States

      

$

1,177

 

$

1,280

 

   Non-U.S.

       

4,864

  

5,103

 

Total

      

$

6,041

 

$

6,383

 


Upstream earnings were $6,041 million, down $342 million from the first quarter of 2006 primarily reflecting lower realizations and decreased natural gas volumes driven by lower European demand.  On an oil-equivalent basis, production decreased by 3 percent from the first quarter of 2006.  Excluding the cumulative impact of entitlements and divestments, as well as OPEC quota effects, production was up almost 1 percent.


Liquids production of 2,747 kbd (thousands of barrels per day) was 49 kbd higher.  Increased production from projects in West Africa, Russia and the Middle East were partly offset by mature field decline and the cumulative impact of entitlements and divestments.  Excluding cumulative entitlement and divestment effects, as well as OPEC quota impacts, liquids production increased by 7 percent.


First quarter natural gas production was 10,131 mcfd (millions of cubic feet per day) compared with 11,175 mcfd last year.  The impact of mature field decline and the reduction of European demand by about 1,400 mcfd due to weather were partly offset by higher volumes from projects in Qatar.


Earnings from U.S. Upstream operations were $1,177 million, $103 million lower than the first quarter of 2006.  Non-U.S. Upstream earnings were $4,864 million, down $239 million from 2006.


-16-



   

First Three Months

 
 


 


 

 2007

 

 2006

 
       

(millions of dollars)

 

Downstream earnings

            

   United States

      

$

839

 

$

679

 

   Non-U.S.

       

1,073

  

592

 

Total

      

$

1,912

 

$

1,271

 


Downstream earnings were $1,912 million, up $641 million from the first quarter 2006, driven by higher refining and marketing margins and improved refinery throughput.  Petroleum product sales were 7,198 kbd, 21 kbd higher than last year's first quarter.


U.S. Downstream earnings were $839 million, up $160 million from the first quarter of 2006.  Non-U.S. Downstream earnings of $1,073 million were $481 million higher.


   

First Three Months

 
 


 


 

 2007

 

 2006

 
       

(millions of dollars)

 

Chemical earnings

            

   United States

      

$

346

 

$

329

 

   Non-U.S.

       

890

  

620

 

Total

      

$

1,236

 

$

949

 


Chemical earnings were $1,236 million, up $287 million from the first quarter of 2006 due to improved margins.  Prime product sales of 6,805 kt (thousands of metric tons) in the first quarter of 2007 were down 111 kt from the prior year.


   

First Three Months

 
 


 


 

 2007

 

 2006

 
       

(millions of dollars)

 
             

Corporate and financing earnings

      

$

91

 

$

(203

)


Corporate and financing earnings were $91 million, up $294 million, mainly due to tax items.



LIQUIDITY AND CAPITAL RESOURCES


       

First Three Months

 
        

2007

  

2006

 
       

(millions of dollars)

 

Net cash provided by/(used in)

            

Operating activities

      

$

14,286

 

$

14,631

 

Investing activities

       

(3,238

)

 

(3,503

)

Financing activities

       

(9,505

)

 

(8,002

)

Effect of exchange rate changes

       

207

  

148

 

Increase/(decrease) in cash and cash equivalents

      

$

1,750

 

$

3,274

 
             

Cash and cash equivalents

      

$

29,994

 

$

31,945

 

Cash and cash equivalents - restricted (note 3)

       

4,604

  

4,604

 

Total cash and cash equivalents (at end of period)

      

$

34,598

 

$

36,549

 
             

Cash flow from operations and asset sales

            

Net cash provided by operating activities (U.S. GAAP)

      

$

14,286

 

$

14,631

 

Sales of subsidiaries, investments and property,

            

    plant and equipment

       

538

  

394

 

Cash flow from operations and asset sales

      

$

14,824

 

$

15,025

 


Because of the ongoing nature of our asset management and divestment program, we believe

it is useful for investors to consider asset sales proceeds together with cash provided by operating

activities when evaluating cash available for investment in the business and financing activities.


-17-




Total cash and cash equivalents, including the $4.6 billion of restricted cash, was $34.6 billion at the end of the first quarter of 2007.


Cash provided by operating activities totaled $14,286 million for the first three months of 2007, similar to 2006.  The major source of funds was net income of $9,280 million, adjusted for the noncash provision of $2,942 million for depreciation and depletion, both of which increased.  The net timing effects of changes in operational working capital provided an offset.  For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.


Investing activities for the first three months of 2007 used net cash of $3,238 million compared to $3,503 million in the prior year. Spending for additions to property, plant and equipment decreased $624 million to $3,106 million.  Proceeds from asset divestments of $538 million in 2007 were higher.


Cash flow from operations and asset sales in the first three months of 2007 of $14.8 billion, including asset sales of $0.5 billion, was comparable to the prior year period.


Net cash used in financing activities of $9,505 million in the first three months of 2007 increased $1,503 million reflecting a higher level of purchases of shares of ExxonMobil stock.


During the first quarter of 2007, Exxon Mobil Corporation purchased 108 million shares of its common stock for the treasury at a gross cost of $8.0 billion.  These purchases included $7.0 billion to reduce the number of shares outstanding and the balance to offset shares issued in conjunction with the company's benefit plans and programs.  Shares outstanding were reduced from 5,729 million at the end of the fourth quarter to 5,633 million at the end of the first quarter.  Purchases may be made in both the open market and through negotiated transactions, and may be increased, decreased or discontinued at any time without prior notice.


In the first quarter of 2007 the Corporation distributed a total of $8.8 billion to shareholders, an increase of 26 percent versus the first quarter of 2006, including dividends of $1.8 billion and share purchases to reduce shares outstanding of $7.0 billion.


Total debt of $8.8 billion at March 31, 2007, increased from $8.3 billion at year-end 2006.  The Corporation's debt to total capital ratio was 6.9 percent at the end of the first quarter of 2007 compared to 6.6 percent at year-end 2006.


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.


In accordance with a nationalization decree issued by Venezuela's President Chavez in February, the Venezuelan National Oil Company (PdVSA) on May 1, 2007 assumed the operatorship of the Cerro Negro heavy oil development, which had been operated by an ExxonMobil affiliate that holds a 41.67 percent ownership interest in the project.  The decree also requires conversion of the Cerro Negro project into a "mixed enterprise" structure and an increase in PdVSA's ownership interest in the project.  Discussions with Venezuelan authorities are continuing over proposed changes to the joint venture relating to the nationalization decree.  The Corporation does not expect the resolution of these issues to have a material effect upon the Corporation’s operations or financial condition.  Litigation items and other contingencies are discussed in note 3 to the unaudited condensed consolidated financial statements.


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.




-18-




TAXES

   

First Three Months

 
 


 


 

 2007

 

 2006

 
       

(millions of dollars)

 

Taxes

            

Income taxes

      

$

6,784

 

$

7,059

 

Sales-based taxes

       

7,284

  

7,664

 

All other taxes and duties

       

10,408

  

9,747

 

Total

      

$

24,476

 

$

24,470

 
             

Effective income tax rate

       

44

%

 

47

%


Income, sales-based and all other taxes for the first quarter of 2007 of $24,476 million were similar to 2006.  In the first quarter of 2007 income tax expense was $6,784 million and the effective income tax rate was 44 percent, compared to $7,059 million and 47 percent, respectively, in the prior year period.  Resolution of income tax related issues resulted in charges in the first quarter of 2006.



CAPITAL AND EXPLORATION EXPENDITURES


   

First Three Months

 
 


 


 

 2007

 

 2006

 
       

(millions of dollars)

 

Capital and exploration expenditures

            

Upstream (including exploration expenses)

      

$

3,469

 

$

4,087

 

Downstream

       

531

  

581

 

Chemical

       

219

  

144

 

Other

       

3

  

12

 

Total

      

$

4,222

 

$

4,824

 


In the first quarter, ExxonMobil continued to actively invest, bringing additional crude oil, finished products and natural gas to market.  Spending on capital and exploration projects totaled $4.2 billion in the first quarter.


Capital and exploration expenditures for full year 2006 were $19.9 billion and are expected to continue in this range for the next several years.  Actual spending could vary depending on the progress of individual projects.



FORWARD-LOOKING STATEMENTS


Statements in this report relating to future plans, projections, events or conditions are forward-looking statements.  Actual results, including project plans and related expenditures, resource recoveries, timing and capacities, could differ materially due to changes in long-term oil or gas prices or other market conditions affecting the oil and gas industry; political events or disturbances; reservoir performance; the outcome of commercial negotiations; potential liability resulting from pending or future litigation; wars and acts of terrorism or sabotage; changes in technical or operating conditions; and other factors discussed under the heading "Factors Affecting Future Results" on our website and in Item 1A of ExxonMobil's 2006 Form 10-K.  We assume no duty to update these statements as of any future date.



-19-


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Information about market risks for the three months ended March 31, 2007, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2006.


Item 4.  Controls and Procedures


As indicated in the certifications in Exhibit 31 of this report, the Corporation’s chief executive officer, principal financial officer and principal accounting officer have evaluated the Corporation’s disclosure controls and procedures as of March 31, 2007.  Based on that evaluation, these officers have concluded that the Corporation’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  There were no changes during the Corporation's last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.



PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings


The State of New York Attorney General (AG) sued a number of parties, including ExxonMobil, in New York state court, Albany County, relating to an alleged discharge of petroleum in Baldwin, New York at a former Mobil-branded service station and a service station owned/operated by an unrelated party.  The suit (captioned "State of New York v. Task Oil Corp., Exxon Mobil Corp., et al.") alleges that discharges from each service station have commingled and contaminated the soil and groundwater in the vicinity of the service stations.  Although the AG filed the complaint under the New York State Navigation Law against ExxonMobil and the other parties in September 2000, no specific penalty demand was made at that time.  In discovery proceedings, the AG indicated it will seek a civil penalty against ExxonMobil for an amount above $100,000.  The AG is also seeking compensatory damages for the costs of investigation and remediation in excess of $1,500,000.


The Texas Commission on Environmental Quality (TCEQ) alleges that the Company's Beaumont refinery has violated provisions of the Texas Health and Safety Code and the Texas Water Code.  Specific allegations include that the refinery failed to properly surface coat and timely inspect certain aboveground storage tanks, failed to comply with tank throughput representations in its permit, and violated certain permit limitation and reporting requirements.  The TCEQ issued a Notice of Enforcement and Proposed Agreed Order on November 22, 2006.  The Company disagrees with certain allegations, including that the throughput information raises a permit representation issue.  The TCEQ enforcement personnel referred the matter to its litigation group in December, 2006.  The TCEQ has proposed a penalty of $136,200 for this matter.  


On March 22, 2007, ExxonMobil experienced a failure in the sulfur recovery unit (SRU) at the Torrance refinery, which subsequently caused the cascading shutdown or idling of numerous other pieces of equipment and process units.  The incident led to emissions of oxides of nitrogen (NOx), carbon dioxide (CO2), particulate matter (PM), oxides of sulfur (SOx), and volatile organic compounds (VOCs).  In addition, similar emissions were expected to occur during the subsequent re-start process.  The South Coast Air Quality Management District (AQMD) alleged that these emissions violated permit conditions and applicable AQMD rules.  ExxonMobil agreed to pay a civil penalty of $250,000 and to spend a maximum of $2,000,000 for the development, implementation and completion of one or more Supplemental Environmental Project(s) intended to mitigate excess CO2, VOC and/or PM emissions resulting from operations associated with the SRU incident.  


The Company also settled with the AQMD 23 Notices of Violation covering a number of alleged violations of air permit and air quality regulatory matters at the Torrance refinery occurring from October 12, 2005 to October 17, 2006.  The settlement included the payment of a $150,000 civil penalty.


Refer to the relevant portions of note 3 on pages 7 and 8 of this Quarterly Report on Form 10-Q for further information on legal proceedings.



-20-



Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds


 

Issuer Purchase of Equity Securities for Quarter Ended March 31, 2007

          
       

Total Number of

 

Maximum Number

       

Shares Purchased

 

Of Shares that May

   

Total Number

 

Average

 

as Part of Publicly

 

Yet Be Purchased

   

Of Shares

 

Price Paid

 

Announced Plans

 

Under the Plans or

 

Period

 

Purchased

 

per Share

 

or Programs

 

Programs

          
 

January, 2007

 

36,881,268

 

$73.03

 

36,881,268

  
          
 

February, 2007

 

33,038,726

 

$74.94

 

33,038,726

  
          
 

March, 2007

 

38,543,775

 

$72.40

 

38,543,775

  
          
 

Total

 

108,463,769

 

$73.39

 

108,463,769

 

(See Note 1)


Note 1 -- On August 1, 2000, the Corporation announced its intention to resume purchases of shares of its common stock for the treasury both to offset shares issued in conjunction with company benefit plans and programs and to gradually reduce the number of shares outstanding.  The announcement did not specify an amount or expiration date.  The Corporation has continued to purchase shares since this announcement and to report purchased volumes in its quarterly earnings releases.  Purchases may be made in both the open market and through negotiated transactions, and purchases may be increased, decreased or discontinued at any time without prior notice.



Item 6.  Exhibits


Exhibit

Description


31.1

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief

 

  Executive Officer.


31.2

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal

  Financial Officer.


31.3

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal

  Accounting Officer.


32.1

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief

  

 

  Executive Officer.


32.2

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by

  Principal Financial Officer.


32.3

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by

  Principal Accounting Officer.





-21-






EXXON MOBIL CORPORATION



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 MOBIL CORPORATION




Date: May 8, 2007  

By:   /s/  Patrick T. Mulva                        

        Name:  Patrick T. Mulva

           

        Title:     Vice President, Controller and

                      Principal Accounting Officer





-22-




INDEX TO EXHIBITS


Exhibit

Description


31.1

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

  Chief Executive Officer.


31.2

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

  Principal Financial Officer.


31.3

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

  Principal Accounting Officer.


32.1

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief

  

  Executive Officer.


32.2

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal

 

   Financial Officer.


32.3

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal

 

   Accounting Officer.








-23-