Exxon Mobil Corporation 10-Q


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, 2008


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, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer   X 

Accelerated filer      

Non-accelerated filer      

Smaller reporting company      


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, 2008

Common stock, without par value                                                              5,283,694,459                







EXXON MOBIL CORPORATION


FORM 10-Q


FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008


TABLE OF CONTENTS


Page

Number


PART I.  FINANCIAL INFORMATION


Item 1.

Financial Statements


Condensed Consolidated Statement of Income

3

Three months ended March 31, 2008 and 2007


Condensed Consolidated Balance Sheet

4

As of March 31, 2008 and December 31, 2007


Condensed Consolidated Statement of Cash Flows

5

Three months ended March 31, 2008 and 2007


Notes to Condensed Consolidated Financial Statements

6-14


Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

15-18


Item 3.

Quantitative and Qualitative Disclosures About Market Risk

19


Item 4.

Controls and Procedures

19


PART II.  OTHER INFORMATION


Item 1.

Legal Proceedings

19


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

20


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,

 
        

2008

  

2007

 

REVENUES AND OTHER INCOME

            

Sales and other operating revenue (1)

      

$

113,223

 

$

84,174

 

Income from equity affiliates

       

2,809

  

1,915

 

Other income

       

822

  

1,134

 

       Total revenues and other income

       

116,854

  

87,223

 

 

            

COSTS AND OTHER DEDUCTIONS

            

Crude oil and product purchases

       

60,971

  

40,042

 

Production and manufacturing expenses

       

8,893

  

7,283

 

Selling, general and administrative expenses

       

3,802

  

3,392

 

Depreciation and depletion

       

3,104

  

2,942

 

Exploration expenses, including dry holes

       

342

  

272

 

Interest expense

       

130

  

103

 

Sales-based taxes (1)

       

8,432

  

7,284

 

Other taxes and duties

       

10,706

  

9,591

 

Income applicable to minority interests

       

282

  

250

 

       Total costs and other deductions

       

96,662

  

71,159

 

 

            

INCOME BEFORE INCOME TAXES

       

20,192

  

16,064

 

       Income taxes

       

9,302

  

6,784

 

NET INCOME

      

$

10,890

 

$

9,280

 
             

 

            

NET INCOME PER COMMON SHARE (dollars)

      

$

2.05

 

$

1.64

 

 

            

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION (dollars)

      

$

2.03

 

$

1.62

 
             
             

DIVIDENDS PER COMMON SHARE (dollars)

      

$

0.35

 

$

0.32

 
             
             

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

            

         operating revenue

      

$

8,432

 

$

7,284

 
             
             

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,

 
 

2008

 

2007

 

ASSETS

        

Current assets

        

   Cash and cash equivalents

 

$

40,913

  

$

33,981

 

   Marketable securities

  

480

   

519

 

   Notes and accounts receivable - net

  

36,428

   

36,450

 

   Inventories

        

     Crude oil, products and merchandise

  

13,075

   

8,863

 

     Materials and supplies

  

2,303

   

2,226

 

   Prepaid taxes and expenses

  

4,559

   

3,924

 

     Total current assets

  

97,758

   

85,963

 

Property, plant and equipment - net

  

122,935

   

120,869

 

Investments and other assets

  

37,509

   

35,250

 
         

     TOTAL ASSETS

 

$

258,202

  

$

242,082

 
         

LIABILITIES

        

Current liabilities

        

   Notes and loans payable

 

$

2,771

  

$

2,383

 

   Accounts payable and accrued liabilities

  

53,613

   

45,275

 

   Income taxes payable

  

14,599

   

10,654

 

     Total current liabilities

  

70,983

   

58,312

 

Long-term debt

  

7,235

   

7,183

 

Deferred income tax liabilities

  

24,008

   

22,899

 

Other long-term liabilities

  

32,837

   

31,926

 
         

     TOTAL LIABILITIES

  

135,063

   

120,320

 
         

Commitments and contingencies (note 3)

        
         

SHAREHOLDERS' EQUITY

        

Common stock, without par value:

        

   Authorized:  

9,000 million shares

        

   Issued:      

8,019 million shares

  

4,745

   

4,933

 

Earnings reinvested

  

237,529

   

228,518

 

Accumulated other comprehensive income

        

   Cumulative foreign exchange translation adjustment

  

9,449

   

7,972

 

   Postretirement benefits reserves adjustment

  

(5,945

)

  

(5,983

)

Common stock held in treasury:

        

       2,736 million shares at March 31, 2008

  

(122,639

)

    

       2,637 million shares at December 31, 2007

      

(113,678

)

         

     TOTAL SHAREHOLDERS' EQUITY

  

123,139

   

121,762

 
         

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

258,202

  

$

242,082

 
         

The number of shares of common stock issued and outstanding at March 31, 2008 and

December 31, 2007 were 5,283,694,459 and 5,381,795,265, 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,

 
   

2008

   

2007

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

   Net income

 

$

10,890

  

$

9,280

 

   Depreciation and depletion

  

3,104

   

2,942

 

   Changes in operational working capital, excluding cash and debt

  

7,803

   

1,843

 

   All other items - net

  

(377

)

  

221

 
         

    Net cash provided by operating activities

  

21,420

   

14,286

 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

   Additions to property, plant and equipment

  

(3,979

)

  

(3,106

)

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

  

413

   

538

 

   Other investing activities - net

  

(734

)

  

(670

)

         

    Net cash used in investing activities

  

(4,300

)

  

(3,238

)

         

CASH FLOWS FROM FINANCING ACTIVITIES

        

   Additions to long-term debt

  

35

   

93

 

   Reductions in long-term debt

  

(46

)

  

(36

)

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

  

190

   

274

 

   Cash dividends to ExxonMobil shareholders

  

(1,879

)

  

(1,825

)

   Cash dividends to minority interests

  

(105

)

  

(74

)

   Changes in minority interests and sales/(purchases)

        

      of affiliate stock

  

(214

)

  

(149

)

   Common stock acquired

  

(9,465

)

  

(7,960

)

   Common stock sold

  

131

   

172

 
         

    Net cash used in financing activities

  

(11,353

)

  

(9,505

)

         

Effects of exchange rate changes on cash

  

1,165

   

207

 
         

Increase/(decrease) in cash and cash equivalents

  

6,932

   

1,750

 

Cash and cash equivalents at beginning of period

  

33,981

   

28,244

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

40,913

  

$

29,994

 
         

SUPPLEMENTAL DISCLOSURES

        

   Income taxes paid

 

$

4,849

  

$

3,998

 

   Cash interest paid

 

$

184

  

$

137

 
 
 

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 2007 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.

Fair Value Measurements


Effective January 1, 2008, the Corporation adopted the Financial Accounting Standards Board's (FASB) Statement No. 157 (FAS 157), “Fair Value Measurements” for financial assets and liabilities that are measured at fair value and nonfinancial assets and liabilities that are measured at fair value on a recurring basis.  FAS 157 defines fair value, establishes a framework for measuring fair value when an entity is required to use a fair value measure for recognition or disclosure purposes and expands the disclosures about fair value measurements.  The initial application of FAS 157 is limited to the Corporation's investments in derivative instruments and some debt and equity securities.  The fair value measurements for these instruments are based on quoted prices or observable market inputs.  The value of these instruments is immaterial to the Corporation's financial statements and the related gains or losses from periodic measurement at fair value are de minimis.


On January 1, 2009, the Corporation will adopt FAS 157 for nonfinancial assets and liabilities that are not measured at fair value on a recurring basis. The application of FAS 157 to the Corporation's nonfinancial assets and liabilities will mostly be limited to the recognition and measurement of nonmonetary exchange transactions, asset retirement obligations and asset impairments.  The Corporation does not expect the adoption to have a material impact on the Corporation’s financial statements.



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. Management has regular litigation 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.




-6-



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. On May 23, 2007, with two dissenting opinions, the Ninth Circuit determined not to re-hear ExxonMobil’s appeal before the full court. ExxonMobil filed a petition for writ of certiorari to the U.S. Supreme Court on August 20, 2007. On October 29, 2007, the U.S. Supreme Court granted ExxonMobil’s petition for a writ of certiorari. Oral argument was held on February 27, 2008. 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.


Other Contingencies


 

As of March 31, 2008

 

       Equity

  

       Other

   
 

    Company

  

   Third Party

   
 

 Obligations

  

  Obligations

 

   Total

 
 

(millions of dollars)

Total guarantees

 

$

   6,466

 

  $

  775

 

 $

   7,241

 


The Corporation and certain of its consolidated subsidiaries were contingently liable at March 31, 2008, for $7,241 million, primarily relating to guarantees for notes, loans and performance under contracts. Included in this amount were guarantees by consolidated affiliates of $6,466 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, 2008, 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 in February 2007, by May 1, 2007, a subsidiary of the Venezuelan National Oil Company (PdVSA) assumed the operatorship of the Cerro Negro Heavy Oil Project. This Project had been operated and owned by ExxonMobil affiliates holding a 41.67 percent ownership interest in the Project. The decree also required conversion of the Cerro Negro Project into a “mixed enterprise” and an increase in PdVSA’s or one of its affiliate’s ownership interest in the Project, with the stipulation that if ExxonMobil refused to accept the terms for the formation of the mixed enterprise within a specified period of time, the government would “directly assume the activities” carried out by the joint venture. ExxonMobil refused to accede to the terms proffered by PdVSA, and on June 27, 2007, the government expropriated ExxonMobil’s 41.67 percent interest in the Cerro Negro Project.




-7-


To date, discussions with Venezuelan authorities have not resulted in an agreement on the amount of compensation to be paid to ExxonMobil. On September 6, 2007, ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes. ExxonMobil has also filed an arbitration under the rules of the International Chamber of Commerce against PdVSA and a PdVSA affiliate for breach of their contractual obligations under certain Cerro Negro Project agreements. At this time, the net impact of this matter on the Corporation’s consolidated financial results cannot be reasonably estimated. However, the Corporation does not expect the resolution to have a material effect upon the Corporation’s operations or financial condition. At the time the assets were expropriated, ExxonMobil’s remaining net book investment in Cerro Negro producing assets was about $750 million.



4.

Comprehensive Income



       

Three Months Ended

 
       

March 31,

 
        

2008

  

2007

 
       

(millions of dollars)

 
             

Net income

      

$

10,890

 

$

9,280

 

Other comprehensive income

            

 (net of income taxes)

            

Foreign exchange translation adjustment

       

1,477

  

423

 

Postretirement benefits reserves adjustment

            

 (excluding amortization)

       

(151

)

 

(408

)

Amortization of postretirement benefits reserves

            

 adjustment included in net periodic benefit costs

       

189

  

201

 

Total comprehensive income

      

$

12,405

 

$

9,496

 



5.

Earnings Per Share



       

Three Months Ended

 
       

March 31,

 
        

2008

  

2007

 
             

NET INCOME PER COMMON SHARE

            

Net income (millions of dollars)

      

$

10,890

 

$

9,280

 

 

            

Weighted average number of common shares

            

  outstanding (millions of shares)

       

5,301

  

5,650

 
             

Net income per common share (dollars)

      

$

2.05

 

$

1.64

 
             

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION

            

Net income (millions of dollars)

      

$

10,890

 

$

9,280

 
             

Weighted average number of common shares

            

  outstanding (millions of shares)

       

5,301

  

5,650

 

    Effect of employee stock-based awards

       

61

  

64

 

Weighted average number of common shares

            

  outstanding - assuming dilution

       

5,362

  

5,714

 
             

Net income per common share

            

   - assuming dilution (dollars)

      

$

2.03

 

$

1.62

 




-8-



6.

Pension and Other Postretirement Benefits


       

Three Months Ended

 
       

March 31,

 
        

2008

  

2007

 
       

(millions of dollars)

 

Pension Benefits - U.S.

            

   Components of net benefit cost

            

      Service cost

      

$

95

 

$

97

 

      Interest cost

       

182

  

172

 

      Expected return on plan assets

       

(229

)

 

(210

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

59

  

67

 

      Net pension enhancement and

            

        curtailment/settlement cost

       

44

  

47

 

      Net benefit cost

      

$

151

 

$

173

 
             
             

Pension Benefits - Non-U.S.

            

   Components of net benefit cost

            

      Service cost

      

$

113

 

$

109

 

      Interest cost

       

301

  

237

 

      Expected return on plan assets

       

(318

)

 

(263

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

101

  

112

 

      Net pension enhancement and

            

        curtailment/settlement cost

       

0

  

0

 

      Net benefit cost

      

$

197

 

$

195

 
             
             

Other Postretirement Benefits

            

   Components of net benefit cost

            

      Service cost

      

$

29

 

$

27

 

      Interest cost

       

108

  

112

 

      Expected return on plan assets

       

(12

)

 

(15

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

84

  

78

 

      Net benefit cost

      

$

209

 

$

202

 




-9-



7.

Disclosures about Segments and Related Information



       

Three Months Ended

 
       

March 31,

 
        

2008

  

2007

 
        

(millions of dollars)

 

EARNINGS AFTER INCOME TAX

            

  Upstream

            

    United States

      

$

1,631

 

$

1,177

 

    Non-U.S.

       

7,154

  

4,864

 

  Downstream

            

    United States

       

398

  

839

 

    Non-U.S.

       

768

  

1,073

 

  Chemical

            

    United States

       

284

  

346

 

    Non-U.S.

       

744

  

890

 

  All other

       

(89

)

 

91

 

  Corporate total

      

$

10,890

 

$

9,280

 
             

SALES AND OTHER OPERATING REVENUE (1)

          

  Upstream

            

     United States

      

$

1,764

 

$

1,362

 

     Non-U.S.

       

8,399

  

5,493

 

  Downstream

            

     United States

       

28,458

  

21,260

 

     Non-U.S.

       

64,517

  

47,641

 

  Chemical

            

     United States

       

3,652

  

3,189

 

     Non-U.S.

       

6,429

  

5,224

 

  All other

       

4

  

5

 

  Corporate total

      

$

113,223

 

$

84,174

 
             

(1) Includes sales-based taxes

            
             

INTERSEGMENT REVENUE

            

  Upstream

            

     United States

      

$

2,561

 

$

1,563

 

     Non-U.S.

       

14,881

  

10,595

 

  Downstream

            

     United States

       

3,861

  

2,782

 

     Non-U.S.

       

16,543

  

10,941

 

  Chemical

            

     United States

       

2,428

  

1,697

 

     Non-U.S.

       

2,432

  

1,522

 

  All other

       

67

  

79

 




-10-



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 ($1,777 million long-term at March 31, 2008) and the debt securities due 2008-2011 ($39 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, 2008

Revenues and other income

               

Sales and other operating revenue,

including sales-based taxes


$


4,515

 


$


-

 


$


108,708

 


$


-

 


$


113,223

 

Income from equity affiliates

 

11,068

  

1

  

2,798

  

(11,058

)

 

2,809

 

Other income

 

25

  

-

  

797

  

-

  

822

 

Intercompany revenue

 

11,600

  

17

  

112,600

  

(124,217

)

 

-

 

Total revenues and other income

 

27,208

  

18

  

224,903

  

(135,275

)

 

116,854

 

Costs and other deductions

               

Crude oil and product purchases

 

11,850

  

-

  

167,242

  

(118,121

)

 

60,971

 

Production and manufacturing

expenses

 


1,911

  


-

  


8,329

  


(1,347


)

 


8,893

 

 

Selling, general and administrative

expenses

 


702

  


-

  


3,313

  


(213


)

 


3,802

 

Depreciation and depletion

 

393

  

-

  

2,711

  

-

  

3,104

 

Exploration expenses, including dry

holes

 


79

  


-

  


263

  


-

  


342

 

Interest expense

 

1,194

  

53

  

3,510

  

(4,627

)

 

130

 

Sales-based taxes

 

-

  

-

  

8,432

  

-

  

8,432

 

Other taxes and duties

 

15

  

-

  

10,691

  

-

  

10,706

 

Income applicable to minority interests

 

-

  

-

  

282

  

-

  

282

 

Total costs and other deductions

 

16,144

  

53

  

204,773

  

(124,308

)

 

96,662

 

Income before income taxes

 

11,064

  

(35

)

 

20,130

  

(10,967

)

 

20,192

 

Income taxes

 

174

  

(12

)

 

9,140

  

-

  

9,302

 

Net income

$

10,890

 

$

(23

)

$

10,990

 

$

(10,967

)

$

10,890

 




-11-



   

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 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 balance sheet as of March 31, 2008

 

Cash and cash equivalents

$

294

 

$

-

 

$

40,619

 

$

-

 

$

40,913

 

Marketable securities

 

-

  

-

  

480

  

-

  

480

 

Notes and accounts receivable - net

 

3,591

  

8

  

34,204

  

(1,375

)

 

36,428

 

Inventories

 

1,479

  

-

  

13,899

  

-

  

15,378

 

Prepaid taxes and expenses

 

456

  

-

  

4,103

  

-

  

4,559

 

      Total current assets

 

5,820

  

8

  

93,305

  

(1,375

)

 

97,758

 

Property, plant and equipment - net

 

16,222

  

-

  

106,713

  

-

  

122,935

 

Investments and other assets

 

220,181

  

474

  

430,485

  

(613,631

)

 

37,509

 

Intercompany receivables

 

11,511

  

2,015

  

467,804

  

(481,330

)

 

-

 

      Total assets

$

253,734

 

$

2,497

 

$

1,098,307

 

$

(1,096,336

)

$

258,202

 
                

Notes and loan payables

$

2

 

$

13

 

$

2,756

 

$

-

 

$

2,771

 

Accounts payable and accrued liabilities

 

3,287

  

-

  

50,326

  

-

  

53,613

 

Income taxes payable

 

-

  

-

  

15,974

  

(1,375

)

 

14,599

 

      Total current liabilities

 

3,289

  

13

  

69,056

  

(1,375

)

 

70,983

 

Long-term debt

 

276

  

1,816

  

5,143

  

-

  

7,235

 

Deferred income tax liabilities

 

1,774

  

206

  

22,028

  

-

  

24,008

 

Other long-term liabilities

 

11,410

  

-

  

21,427

  

-

  

32,837

 

Intercompany payables

 

113,846

  

383

  

367,101

  

(481,330

)

 

-

 

      Total liabilities

 

130,595

  

2,418

  

484,755

  

(482,705

)

 

135,063

 
                

Earnings reinvested

 

237,529

  

(490

)

 

124,482

  

(123,992

)

 

237,529

 

Other shareholders' equity

 

(114,390

)

 

569

  

489,070

  

(489,639

)

 

(114,390

)

      Total shareholders' equity

 

123,139

  

79

  

613,552

  

(613,631

)

 

123,139

 

      Total liabilities and

        shareholders' equity


$


253,734

 


$


2,497

 


$


1,098,307

 


$


(1,096,336


)


$


258,202

 


Condensed consolidated balance sheet as of December 31, 2007

 

Cash and cash equivalents

$

1,393

 

$

-

 

$

32,588

 

$

-

 

$

33,981

 

Marketable securities

 

-

  

-

  

519

  

-

  

519

 

Notes and accounts receivable - net

 

3,733

  

2

  

34,338

  

(1,623

)

 

36,450

 

Inventories

 

1,198

  

-

  

9,891

  

-

  

11,089

 

Prepaid taxes and expenses

 

373

  

-

  

3,551

  

-

  

3,924

 

      Total current assets

 

6,697

  

2

  

80,887

  

(1,623

)

 

85,963

 

Property, plant and equipment - net

 

16,291

  

-

  

104,578

  

-

  

120,869

 

Investments and other assets

 

208,283

  

413

  

427,046

  

(600,492

)

 

35,250

 

Intercompany receivables

 

14,577

  

1,961

  

437,433

  

(453,971

)

 

-

 

      Total assets

$

245,848

 

$

2,376

 

$

1,049,944

 

$

(1,056,086

)

$

242,082

 
                

Notes and loan payables

$

3

 

$

13

 

$

2,367

 

$

-

 

$

2,383

 

Accounts payable and accrued liabilities

 

3,038

  

1

  

42,236

  

-

  

45,275

 

Income taxes payable

 

-

  

-

  

12,277

  

(1,623

)

 

10,654

 

      Total current liabilities

 

3,041

  

14

  

56,880

  

(1,623

)

 

58,312

 

Long-term debt

 

276

  

1,766

  

5,141

  

-

  

7,183

 

Deferred income tax liabilities

 

1,829

  

212

  

20,858

  

-

  

22,899

 

Other long-term liabilities

 

11,308

  

-

  

20,618

  

-

  

31,926

 

Intercompany payables

 

107,632

  

382

  

345,957

  

(453,971

)

 

-

 

      Total liabilities

 

124,086

  

2,374

  

449,454

  

(455,594

)

 

120,320

 
                

Earnings reinvested

 

228,518

  

(467

)

 

114,037

  

(113,570

)

 

228,518

 

Other shareholders' equity

 

(106,756

)

 

469

  

486,453

  

(486,922

)

 

(106,756

)

      Total shareholders' equity

 

121,762

  

2

  

600,490

  

(600,492

)

 

121,762

 

      Total liabilities and

        shareholders' equity


$


245,848

 


$


2,376

 


$


1,049,944

 


$


(1,056,086


)


$


242,082

 



-13-



   

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, 2008

 

Cash provided by/(used in) operating

activities


$


1,400

 


$


13

 


$


20,552

 


$


(545


)


$


21,420

 

Cash flows from investing activities

               

Additions to property, plant and

equipment

 


(352


)

 


-

  


(3,627


)

 


-

  


(3,979


)

Sales of long-term assets

 

20

  

-

  

393

  

-

  

413

 

Net intercompany investing

 

9,046

  

(114

)

 

(9,093

)

 

161

  

-

 

All other investing, net

 

-

  

-

  

(734

)

 

-

  

(734

)

Net cash provided by/(used in)

investing activities

 


8,714

  


(114


)

 


(13,061


)

 


161


 


(4,300


)

Cash flows from financing activities

               

Additions to long-term debt

 

-

  

-

  

35

  

-

  

35

 

Reductions in long-term debt

 

-

  

-

  

(46

)

 

-

  

(46

)

Additions/(reductions) in short-term

debt - net

 


-


 


-

  


190


 


-

  


190


Cash dividends

 

(1,879

)

 

-

  

(545

)

 

545

  

(1,879

)

Net ExxonMobil shares sold/(acquired)

 

(9,334

)

 

-

  

-

  

-

  

(9,334

)

Net intercompany financing activity

 

-

  

1

  

60

  

(61

)

 

-

 

All other financing, net

 

-

  

100

  

(319

)

 

(100

)

 

(319

)

Net cash provided by/(used in)

financing activities

 


(11,213


)

 


101

  


(625


)

 


384

  


(11,353


)

Effects of exchange rate changes

on cash

 


-

  


-

  


1,165


 


-

  


1,165


Increase/(decrease) in cash and cash

equivalents


$


(1,099


)


$


-

 


$


8,031

 


$


-

 


$


6,932

 


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

 



-14-


EXXON MOBIL CORPORATION


Item 2.

Management's Discussion and Analysis of Financial Condition

and Results of Operations


FUNCTIONAL EARNINGS SUMMARY


       

First Three Months

 

Net Income (U.S. GAAP)

       

2008

  

2007

 
       

(millions of dollars)

 

Upstream

            

   United States

      

$

1,631

 

$

1,177

 

   Non-U.S.

       

7,154

  

4,864

 

Downstream

            

   United States

       

398

  

839

 

   Non-U.S.

       

768

  

1,073

 

Chemical

            

   United States

       

284

  

346

 

   Non-U.S.

       

744

  

890

 

Corporate and financing

       

(89

)

 

91

 

Net Income (U.S. GAAP)

      

$

10,890

 

$

9,280

 
             

Net income per common share (dollars)

      

$

2.05

 

$

1.64

 

Net income per common share

            

   - assuming dilution (dollars)

      

$

2.03

 

$

1.62

 


REVIEW OF FIRST QUARTER 2008 RESULTS


Exxon Mobil Corporation reported record first quarter 2008 net income of $10,890 million, up 17 percent from the first quarter of 2007.  Earnings per share were up 25 percent to $2.03 reflecting strong earnings and the impact of the continuing share purchase program.  Higher crude oil and natural gas realizations, driven by record worldwide crude oil prices, were partly offset by lower refining and chemical margins, lower production volumes and higher operating costs.  Share purchases to reduce shares outstanding were increased to $8.0 billion in the first quarter of 2008 and reduced shares outstanding by 1.8 percent.


   

First Three Months

 
 

 

 

 

 

 2008

 

 2007

 
       

(millions of dollars)

 

Upstream earnings

            

   United States

      

$

1,631

 

$

1,177

 

   Non-U.S.

       

7,154

  

4,864

 

Total

      

$

8,785

 

$

6,041

 


Upstream earnings were $8,785 million, up $2,744 million from the first quarter of 2007. Record high crude oil and natural gas realizations increased earnings approximately $4.4 billion.  Volume and mix effects decreased earnings about $800 million, as increased natural gas volumes were more than offset by lower crude volumes.  Earnings also decreased due to $300 million of higher taxes, $250 million of increased operating costs and $200 million of lower gains on asset sales.


On an oil-equivalent basis, production decreased 5.6 percent from the first quarter of 2007.  Excluding the Venezuela expropriation, divestments, OPEC quota effects and price and spend impacts on volumes, production was down 3 percent.


Liquids production totaled 2,474 kbd (thousands of barrels per day), down 272 kbd from the first quarter of 2007.  Excluding the Venezuela expropriation, divestments, OPEC quota effects and price and spend impacts on volumes, liquids production was down 6 percent.  Increased production from projects in west Africa and the North Sea was more than offset by mature field decline, PSC net interest reductions and maintenance activities.


First quarter natural gas production was 10,246 mcfd (millions of cubic feet per day), up 132 mcfd from 2007.   Higher European demand and North Sea project additions were partly offset by mature field decline.   


Earnings from U.S. Upstream operations were $1,631 million, $454 million higher than the first quarter of 2007.  Non-U.S. Upstream earnings were $7,154 million, up $2,290 million from 2007.



-15-



   

First Three Months

 
 


 


 

 2008

 

 2007

 
       

(millions of dollars)

 

Downstream earnings

            

   United States

      

$

398

 

$

839

 

   Non-U.S.

       

768

  

1,073

 

Total

      

$

1,166

 

$

1,912

 


Downstream earnings of $1,166 million were $746 million lower than the first quarter of 2007.  Significantly lower worldwide refining margins decreased earnings approximately $1.0 billion, while improved refinery operations increased earnings about $350 million.  Petroleum product sales of 6,821 kbd were 377 kbd lower than last year's first quarter, mainly reflecting asset sales.


U.S. Downstream earnings were $398 million, down $441 million from the first quarter of 2007.  Non-U.S. Downstream earnings of $768 million were $305 million lower.


   

First Three Months

 
 


 


 

 2008

 

 2007

 
       

(millions of dollars)

 

Chemical earnings

            

   United States

      

$

284

 

$

346

 

   Non-U.S.

       

744

  

890

 

Total

      

$

1,028

 

$

1,236

 


Chemical earnings of $1,028 million were $208 million lower than the first quarter of 2007.  Lower margins, which decreased earnings approximately $350 million, were partly offset by favorable foreign exchange and tax effects.  Prime product sales of 6,578 kt (thousands of metric tons) in the first quarter of 2008 were 227 kt lower than the prior year.


   

First Three Months

 
 


 


 

 2008

 

 2007

 
       

(millions of dollars)

 
             

Corporate and financing earnings

      

$

(89

)

$

91

 


Corporate and financing expenses were $89 million, up $180 million, mainly due to higher corporate costs and tax items.



LIQUIDITY AND CAPITAL RESOURCES

       

First Three Months

 
        

2008

  

2007

 
       

(millions of dollars)

 

Net cash provided by/(used in)

            

Operating activities

      

$

21,420

 

$

14,286

 

Investing activities

       

(4,300

)

 

(3,238

)

Financing activities

       

(11,353

)

 

(9,505

)

Effect of exchange rate changes

       

1,165

  

207

 

Increase/(decrease) in cash and cash equivalents

      

$

6,932

 

$

1,750

 
             

Cash and cash equivalents

      

$

40,913

 

$

29,994

 

Cash and cash equivalents - restricted

       

0

  

4,604

 

Total cash and cash equivalents (at end of period)

      

$

40,913

 

$

34,598

 
             

Cash flow from operations and asset sales

            

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

      

$

21,420

 

$

14,286

 

Sales of subsidiaries, investments and property,

            

    plant and equipment

       

413

  

538

 

Cash flow from operations and asset sales

      

$

21,833

 

$

14,824

 


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.



-16-




Total cash and cash equivalents of $40.9 billion at the end of the first quarter of 2008 compared to $34.6 billion, including the $4.6 billion of restricted cash, at the end of the first quarter of 2007.


Cash provided by operating activities totaled $21,420 million for the first three months of 2008, $7,134 million higher than 2007.  The major source of funds was net income of $10,890 million, adjusted for the noncash provision of $3,104 million for depreciation and depletion, both of which increased.  The effects of higher prices on the timing of payments of accounts and other payables and the timing of income taxes payable added to cash provided by operating activities.  For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.


Investing activities for the first three months of 2008 used net cash of $4,300 million compared to $3,238 million in the prior year.  Spending for additions to property, plant and equipment increased $873 million to $3,979 million.  Proceeds from asset divestments of $413 million in 2008 were lower.


Cash flow from operations and asset sales in the first three months of 2008 was $21.8 billion, including asset sales of $0.4 billion, and increased $7.0 billion from the comparable 2007 period.


Net cash used in financing activities of $11,353 million in the first three months of 2008 increased $1,848 million reflecting a higher level of purchases of shares of ExxonMobil stock.


During the first quarter of 2008, Exxon Mobil Corporation purchased 110 million shares of its common stock for the treasury at a gross cost of $9.5 billion.  These purchases included $8.0 billion to reduce the number of shares outstanding, with the balance used to offset shares issued in conjunction with the Company's benefit plans and programs.  Shares outstanding were reduced from 5,382 million at the end of the fourth quarter to 5,284 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.


The Corporation distributed a total of $9.9 billion to shareholders during the quarter through dividends and share purchases to reduce shares outstanding, an increase of 13 percent or $1.1 billion versus the first quarter of 2007.


Total debt of $10.0 billion at March 31, 2008, increased from $9.6 billion at year-end 2007.  The Corporation's debt to total capital ratio was 7.3 percent at the end of the first quarter of 2008 compared to 7.1 percent at year-end 2007.


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.


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.


In accordance with a nationalization decree issued by Venezuela’s president in February 2007, by May 1, 2007, a subsidiary of the Venezuelan National Oil Company (PdVSA) assumed the operatorship of the Cerro Negro Heavy Oil Project. This Project had been operated and owned by ExxonMobil affiliates holding a 41.67 percent ownership interest in the Project. The decree also required conversion of the Cerro Negro Project into a “mixed enterprise” and an increase in PdVSA’s or one of its affiliate’s ownership interest in the Project, with the stipulation that if ExxonMobil refused to accept the terms for the formation of the mixed enterprise within a specified period of time, the government would “directly assume the activities” carried out by the joint venture. ExxonMobil refused to accede to the terms proffered by PdVSA, and on June 27, 2007, the government expropriated ExxonMobil’s 41.67 percent interest in the Cerro Negro Project.


To date, discussions with Venezuelan authorities have not resulted in an agreement on the amount of compensation to be paid to ExxonMobil. On September 6, 2007, ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes. ExxonMobil has also filed an arbitration under the rules of the International Chamber of Commerce against PdVSA and a PdVSA affiliate for breach of their contractual obligations under certain Cerro Negro Project agreements. At this time, the net impact of this matter on the Corporation’s consolidated financial results cannot be reasonably estimated. However, the Corporation does not expect the resolution to have a material effect upon the Corporation’s operations or financial condition. At the time the assets were expropriated, ExxonMobil’s remaining net book investment in Cerro Negro producing assets was about $750 million.




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TAXES

   

First Three Months

 
 


 


 

 2008

 

 2007

 
       

(millions of dollars)

 
             

Income taxes

      

$

9,302

 

$

6,784

 

Sales-based taxes

       

8,432

  

7,284

 

All other taxes and duties

       

11,607

  

10,408

 

Total

      

$

29,341

 

$

24,476

 
             

Effective income tax rate

       

49

%

 

44

%


Income, sales-based and all other taxes and duties for the first quarter of 2008 of $29,341 million were higher than 2007.  In the first quarter of 2008 income tax expense increased to $9,302 million and the effective income tax rate was 49 percent, compared to $6,784 million and 44 percent, respectively, in the prior year period.  The change in the effective income tax rate reflects an increased share of total income from the non-U.S. Upstream segment.  Sales-based taxes and all other taxes and duties increased in 2008 reflecting higher prices and foreign exchange.



CAPITAL AND EXPLORATION EXPENDITURES

   

First Three Months

 
 


 


 

 2008

 

 2007

 
       

(millions of dollars)

 
             

Upstream (including exploration expenses)

      

$

4,095

 

$

3,469

 

Downstream

       

827

  

531

 

Chemical

       

566

  

219

 

Other

       

3

  

3

 

Total

      

$

5,491

 

$

4,222

 


Spending on capital and exploration projects was $5.5 billion in the first quarter of 2008, up 30 percent from last year, as we continued to actively invest in projects to bring additional crude oil, natural gas and finished products to market.


Capital and exploration expenditures for full year 2007 were $20.9 billion and are expected to range from $25 billion to $30 billion for the next several years.  Actual spending could vary depending on the progress of individual projects.



RECENTLY ISSUED STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS


In December 2007, the FASB issued Statement No. 160 (FAS 160), “Noncontrolling Interests in Consolidated Financial Statements – an Amendment of ARB No. 51.”  FAS 160 changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity.  FAS 160 must be adopted by the Corporation no later than January 1, 2009.  FAS 160 requires retrospective adoption of the presentation and disclosure requirements for existing minority interests.  All other requirements of FAS 160 will be applied prospectively.  The Corporation does not expect the adoption of FAS 160 to have a material impact on the Corporation’s financial statements.



FORWARD-LOOKING STATEMENTS


Statements in this report relating to future plans, projections, events or conditions are forward-looking statements.  Actual results, including project plans, capacities, and timing and resource recoveries 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; 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 2007 Form 10-K.  We assume no duty to update these statements as of any future date.




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Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Information about market risks for the three months ended March 31, 2008, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2007.


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, 2008.  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


On February 15, 2008, the Texas Commission on Environmental Quality (TCEQ) filed a Preliminary Report and Petition seeking an administrative penalty and corrective action related to a July 24, 2004, emissions event and alleged violations discovered in a 2005 TCEQ inspection at the Baytown Refinery.  TCEQ is seeking an administrative penalty of $192,720.  ExxonMobil has filed its Answer to the Petition and requested a contested case hearing.  The matter is now pending before the State Office of Administrative Hearings.


Refer to the relevant portions of note 3 on pages 6 and 7 of this Quarterly Report on Form 10-Q for further information on legal proceedings.




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


 

Issuer Purchase of Equity Securities for Quarter Ended March 31, 2008

          
       

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, 2008

 

33,240,511

 

$87.76

 

33,240,511

  
          
 

February, 2008

 

32,410,499

 

$85.75

 

32,410,499

  
          
 

March, 2008

 

43,923,186

 

$85.81

 

43,923,186

  
          
 

Total

 

109,574,196

 

$86.38

 

109,574,196

 

(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 the Company's 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.  In its most recent earnings release dated May 1, 2008, the Corporation stated that share purchases to reduce shares outstanding were increased to $8.0 billion in the first quarter of 2008.  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.




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Item 6.  Exhibits


Exhibit

Description


10(iii)(a.1)

2003 Incentive Program, as approved by shareholders May 28, 2003.


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.





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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 6, 2008  

By:   /s/  Patrick T. Mulva                        

        Name:  Patrick T. Mulva

           

        Title:     Vice President, Controller and

                      Principal Accounting Officer





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INDEX TO EXHIBITS


Exhibit

Description


10(iii)(a.1)

2003 Incentive Program, as approved by shareholders May 28, 2003.


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.








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