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 June 30, 2004


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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  X  No    


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



                      Class                                                                   Outstanding as of June 30, 2004

Common stock, without par value                                                           6,505,507,118                




EXXON MOBIL CORPORATION


FORM 10-Q


FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004


TABLE OF CONTENTS


Page

Number


PART I.  FINANCIAL INFORMATION


Item 1.

Financial Statements


Condensed Consolidated Statement of Income

3

Three and six months ended June 30, 2004 and 2003


Condensed Consolidated Balance Sheet

4

As of June 30, 2004 and December 31, 2003


Condensed Consolidated Statement of Cash Flows

5

Six months ended June 30, 2004 and 2003


Notes to Condensed Consolidated Financial Statements

6-17


Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

18-23


Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24


Item 4.

Controls and Procedures

24


PART II.  OTHER INFORMATION


Item 1.

Legal Proceedings

24-26


Item 2.

Changes in Securities and Use of Proceeds

26


Item 4.

Submission of Matters to a Vote of Security Holders

27-28


Item 6.

Exhibits and Reports on Form 8-K

29


Signature

30

 

Index to Exhibits

31



-2-


PART I.  FINANCIAL INFORMATION



Item 1.  Financial Statements


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(millions of dollars)


 

Three Months Ended

 

Six Months Ended

 
 

June 30,

 

June 30,

 

  

 

2004

  

2003

  

2004

  

2003

 

REVENUES AND OTHER INCOME

            

Sales and other operating revenue (1)

$

69,220

 

$

56,167

 

$

135,280

 

$

116,355

 

Income from equity affiliates

 

1,012

  

615

  

2,268

  

2,898

 

Other income

 

461

  

383

  

747

  

1,692

 

       Total revenues and other income

 

70,693

  

57,165

  

138,295

  

120,945

 

 

            

COSTS AND OTHER DEDUCTIONS

            

Crude oil and product purchases

 

32,980

  

24,227

  

63,525

  

52,305

 

Production and manufacturing expenses

 

5,688

  

5,320

  

11,211

  

10,660

 

Selling, general and administrative expenses

 

3,332

  

3,340

  

6,574

  

6,442

 

Depreciation and depletion

 

2,350

  

2,169

  

4,723

  

4,351

 

Exploration expenses, including dry holes

 

226

  

182

  

401

  

329

 

Interest expense

 

50

  

70

  

98

  

112

 

Excise taxes (1)

 

6,514

  

5,896

  

12,930

  

11,727

 

Other taxes and duties

 

9,931

  

9,113

  

20,095

  

17,920

 

Income applicable to minority and preferred interests

 

142

  

100

  

296

  

473

 

       Total costs and other deductions

 

61,213

  

50,417

  

119,853

  

104,319

 

 

            

INCOME BEFORE INCOME TAXES

 

9,480

  

6,748

  

18,442

  

16,626

 

       Income taxes

 

3,690

  

2,578

  

7,212

  

5,966

 

INCOME BEFORE CUMULATIVE EFFECT OF

            

   ACCOUNTING CHANGE

 

5,790

  

4,170

  

11,230

  

10,660

 

       Cumulative effect of accounting change,

            

           net of income tax

 

0

  

0

  

0

  

550

 

NET INCOME

$

5,790

 

$

4,170

 

$

11,230

 

$

11,210

 

 

            

NET INCOME PER COMMON SHARE (dollars)

            

       Income before cumulative effect of accounting change

$

0.89

 

$

0.63

 

$

1.72

 

$

1.60

 

       Cumulative effect of accounting change,

            

           net of income tax

 

0.00

  

0.00

  

0.00

  

0.08

 

       Net income

$

0.89

 

$

0.63

 

$

1.72

 

$

1.68

 

 

            

NET INCOME PER COMMON SHARE

  - ASSUMING DILUTION (dollars)

            

       Income before cumulative effect of accounting change

$

0.88

 

$

0.62

 

$

1.71

 

$

1.59

 

       Cumulative effect of accounting change,

            

           net of income tax

 

0.00

  

0.00

  

0.00

  

0.08

 

       Net income

$

0.88

 

$

0.62

 

$

1.71

 

$

1.67

 

 

            

DIVIDENDS PER COMMON SHARE (dollars)

$

0.27

 

$

0.25

 

$

0.52

 

$

0.48

 

 

            

(1) Excise taxes included in sales and other

            

           operating revenue

$

6,514

 

$

5,896

 

$

12,930

 

$

11,727

 



-3-


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)



 

June 30,

 

Dec. 31,

 
 

2004

 

2003

 

ASSETS

        

Current assets

        

   Cash and cash equivalents

 

$

14,177

  

$

10,626

 

   Cash and cash equivalents - restricted (note 4)

  

4,601

   

0

 

   Notes and accounts receivable - net

  

23,089

   

24,309

 

   Inventories

        

     Crude oil, products and merchandise

  

8,680

   

7,665

 

     Materials and supplies

  

1,278

   

1,292

 

   Prepaid taxes and expenses

  

2,425

   

2,068

 

     Total current assets

  

54,250

   

45,960

 

Property, plant and equipment - net

  

103,854

   

104,965

 

Investments and other assets

  

22,885

   

23,353

 
         

     TOTAL ASSETS

 

$

180,989

  

$

174,278

 
         

LIABILITIES

        

Current liabilities

        

   Notes and loans payable

 

$

4,746

  

$

4,789

 

   Accounts payable and accrued liabilities

  

30,184

   

28,445

 

   Income taxes payable

  

6,318

   

5,152

 

     Total current liabilities

  

41,248

   

38,386

 

Long-term debt

  

5,084

   

4,756

 

Deferred income tax liability

  

19,524

   

20,118

 

Other long-term liabilities

  

21,598

   

21,103

 
         

     TOTAL LIABILITIES

  

87,454

   

84,363

 
         

SHAREHOLDERS' EQUITY

        

Benefit plan related balances

  

(553

)

  

(634

)

Common stock, without par value:

        

   Authorized:  

9,000 million shares

        

   Issued:      

8,019 million shares

  

4,388

   

4,468

 

Earnings reinvested

  

123,781

   

115,956

 

Accumulated other nonowner changes in equity

        

   Cumulative foreign exchange translation adjustment

  

683

   

1,421

 

   Minimum pension liability adjustment

  

(2,446

)

  

(2,446

)

   Unrealized gains on stock investments

  

334

   

511

 

Common stock held in treasury:

        

       1,513 million shares at June 30, 2004

  

(32,652

)

    

       1,451 million shares at December 31, 2003

      

(29,361

)

         

     TOTAL SHAREHOLDERS' EQUITY

  

93,535

   

89,915

 
         

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

180,989

  

$

174,278

 



The number of shares of common stock issued and outstanding at June 30, 2004 and

December 31, 2003 were 6,505,507,118 and 6,568,137,609, respectively.



-4-





EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)



 

Six Months Ended

 
 

June 30,

 
   

2004

   

2003

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

   Net income

 

$

11,230

  

$

11,210

 

   Cumulative effect of accounting change, net of tax

  

0

   

(550

)

   Depreciation and depletion

  

4,723

   

4,351

 

   Changes in operational working capital, excluding cash and debt

  

3,023

   

2,470

 

   Ruhrgas transaction

  

0

   

(2,240

)

   All other items - net

  

(186

)

  

754

 
         

    Net cash provided by operating activities

  

18,790

   

15,995

 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

   Additions to property, plant and equipment

  

(5,742

)

  

(6,232

)

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

  

1,382

   

1,581

 

   Increase in restricted cash and cash equivalents (note 4)

  

(4,601

)

  

0

 

   Other investing activities - net

  

811

   

280

 
         

    Net cash used in investing activities

  

(8,150

)

  

(4,371

)

         

CASH FLOWS FROM FINANCING ACTIVITIES

        

   Additions to long-term debt

  

371

   

26

 

   Reductions in long-term debt

  

(7

)

  

(632

)

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

  

(198

)

  

(192

)

   Cash dividends to ExxonMobil shareholders

  

(3,405

)

  

(3,208

)

   Cash dividends to minority interests

  

(100

)

  

(311

)

   Changes in minority interests and sales/(purchases)

        

      of affiliate stock

  

(83

)

  

(160

)

   Net ExxonMobil shares acquired

  

(3,475

)

  

(2,211

)

         

    Net cash used in financing activities

  

(6,897

)

  

(6,688

)

         

Effects of exchange rate changes on cash

  

(192

)

  

356

 
         

Increase/(decrease) in cash and cash equivalents

  

3,551

   

5,292

 

Cash and cash equivalents at beginning of period

  

10,626

   

7,229

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

14,177

  

$

12,521

 
         

SUPPLEMENTAL DISCLOSURES

        

   Income taxes paid

 

$

5,031

  

$

3,970

 

   Cash interest paid

 

$

131

  

$

159

 



-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 2003 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.

Accounting Change


As of January 1, 2003, the corporation adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 143 (FAS 143), “Accounting for Asset Retirement Obligations.”  The cumulative adjustment for the change in accounting principle reported in the first quarter of 2003 was after-tax income of $550 million (net of $442 million of income tax effects, including ExxonMobil’s share of related equity company income taxes of $51 million), or $0.08 per common share.


3.

Accounting for Variable Interest Entities


In December 2003, the Financial Accounting Standards Board issued a revised Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities,” replacing the original interpretation issued in January 2003.  


The corporation identified three operating entities in which the corporation has variable interests primarily through lease commitments and certain guarantees extended by the corporation.  While implementation was not required until March 31, 2004, the corporation chose to adopt FIN 46 in the fourth quarter 2003 by consolidating these entities, which were previously accounted for under the equity method.  There was no effect on net income, because the corporation was already recording its share of net income of these entities.  The impact to the balance sheet was to increase both assets and liabilities by about $500 million.  However, there was no change to the calculation of return on average capital employed, because the corporation already includes its share of equity company debt in the determination of average capital employed.


4.

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.  The corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated.  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. 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.  The vast majority of the compensatory claims have been resolved. All of the punitive damage claims were consolidated in the civil trial that began in May 1994.


In that trial, on September 24, 1996, the United States District Court for the District of Alaska entered a judgment in the amount of $5 billion in punitive damages to a class composed of all persons and entities who asserted claims for punitive damages from the corporation as a result of the Exxon Valdez grounding.  ExxonMobil appealed the judgment.  On November 7, 2001, the United States Court of Appeals for the Ninth Circuit vacated the punitive damage award as being excessive under the Constitution and remanded the case to the District Court for it to determine the amount of the punitive damage award consistent with the Ninth Circuit’s holding.  The Ninth Circuit upheld the compensatory damage award which has been paid. On December 6, 2002, the District Court reduced the punitive damage award from $5 billion to $4 billion. Both the plaintiffs and ExxonMobil appealed that decision to the Ninth Circuit. The Ninth Circuit panel vacated the District Court’s $4 billion punitive damage award without argument and sent the case back for the District Court to reconsider in light of the recent U.S. Supreme Court decision in Campbell v. State Farm. On January 28, 2004, the District Court reinstated the punitive damage award at $4.5 billion plus interest. ExxonMobil and the plaintiffs have appealed the decision to the Ninth Circuit.  The corporation has posted a $5.4 billion letter of credit.


On January 29, 1997, a settlement agreement was concluded resolving all remaining matters between the corporation and various insurers arising from the Valdez accident. Under terms of this settlement, ExxonMobil received $480 million. Final income statement recognition of this settlement continues to be deferred in view of uncertainty regarding the ultimate cost to the corporation of the Valdez accident.


Management believes that the likelihood of the judgment being upheld is remote. While it is reasonably possible that a liability may have been incurred arising from the Exxon Valdez grounding, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability.


On December 19, 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 on May 4, 2001. On December 20, 2002, the Alabama Supreme Court vacated the $3.5 billion jury verdict. The case was retried and on November 14, 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. On March 29, 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 and that the amount of the award is gros sly excessive and unconstitutional. ExxonMobil has appealed the decision.  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. On May 4, 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 condensed 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 r estricted from using the pledged cash and securities for any other purpose until such time as the bond is cancelled.



-7-


On May 22, 2001, a state court jury in New Orleans, Louisiana, returned a verdict against the corporation and three other entities in a case brought by a landowner claiming damage to his property. The property had been leased by the landowner to a company that performed pipe cleaning and storage services for customers, including the corporation. The jury awarded the plaintiff $56 million in compensatory damages (90 percent to be paid by the corporation) and $1 billion in punitive damages (all to be paid by the corporation). The damage related to the presence of naturally occurring radioactive material (NORM) on the site resulting from pipe cleaning operations. The award has been upheld at the trial court. ExxonMobil has appealed the judgment to the Louisiana Fourth Circuit Court of Appeals and believes that the judgment should be set aside or substantially reduced on factual and constitutio nal grounds. Management believes that the likelihood of the jury verdict being upheld is remote. While it is reasonably possible that a liability may have been incurred by ExxonMobil from this dispute over property damages, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability.


In Allapattah v. Exxon, a jury in the United States District Court for the Southern District of Florida determined in January 2001 that a class of all Exxon dealers between March 1983 and August 1994 had been overcharged between 1.03 and 1.4 cents per gallon for gasoline.  Exxon sold a total of 39.8 billion gallons of gasoline to its dealers during this period.  The estimated value of the potential claims associated with the 39.8 billion gallons of gasoline is $494 million.  Including related interest, the total is approximately $1.3 billion.  On June 11, 2003, the Eleventh Circuit Court of Appeals affirmed the judgment and on March 15, 2004, denied a petition for Rehearing En Banc.  On July 14, 2004, ExxonMobil filed a petition for grant of writ of certiorari with the U.S. Supreme Court.  Pending the appeals process, members of the class may file claims during the period from Fe bruary 29, 2003 through August 29, 2004.  It is not known which or how many dealers may make claims or the extent to which ExxonMobil will have set-offs or defenses to the claims that are filed.  As of June 30, 2004 claims on 19.0 billion gallons have been filed for $235 million.  Including related interest and not adjusting for potential set-offs or defenses, the total would be approximately $500 million.  While it is reasonably possible that a liability may have been incurred by ExxonMobil in this dispute over gasoline pricing, it is not possible to predict the ultimate outcome.


Tax issues for 1980-93 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 June 30, 2004

 

Equity

 

Other

 
 

Company

 

Third Party

 
 

Obligations

 

Obligations

    Total

 

(millions of dollars)

Guarantees of excise taxes and custom duties   

          

    under reciprocal arrangements

 

$

0

 

$

998

 

$

998

 

Other guarantees

  

2,194

  

411

  

2,605

 

Total

 

$

2,194

 

$

1,409

 

$

3,603

 
           



-8-


The corporation and certain of its consolidated subsidiaries were contingently liable at June 30, 2004 for $3,603 million, primarily relating to guarantees for notes, loans and performance under contracts. This included $998 million representing guarantees of non-U.S. excise taxes and customs duties of other companies, entered into as a normal business practice, under reciprocal arrangements. Also included in this amount were guarantees by consolidated affiliates of $2,194 million, representing ExxonMobil’s share of obligations of certain equity companies.


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 June 30, 2004 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.

 


5.

Nonowner Changes in Shareholders' Equity


 

Three Months Ended

 

      Six Months Ended

 
 

June 30,

 

                June 30,       

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

Net income

$

5,790

 

$

4,170

 

$

11,230

 

$

11,210

 

Changes in other nonowner changes in equity

            

Foreign exchange translation adjustment


 

(486

)

 

1,444

  

(738

)

 

1,916

 

Minimum pension liability adjustment

 

0

  

0

  

0

  

0

 

Unrealized gains/(losses) on stock investments

 

(47

)

 

99

  

(177

)

 

153

 

Total nonowner changes in shareholders' equity

$

5,257

 

$

5,713

 

$

10,315

 

$

13,279

 



-9-



6.

Earnings Per Share

 

Three Months Ended

 

Six Months Ended

 
 

June 30,

 

June 30,

 
  

2004

  

2003

  

2004

  

2003

 
             

NET INCOME PER COMMON SHARE

            

Income before cumulative effect of

            

  accounting change (millions of dollars)

$

5,790

 

$

4,170

 

$

11,230

 

$

10,660

 

 

            

Weighted average number of common shares

            

  outstanding (millions of shares)

 

6,506

  

6,654

  

6,526

  

6,669

 
             

Net income per common share (dollars)

            

   Income before cumulative effect of accounting change

$

0.89

 

$

0.63

 

$

1.72

 

$

1.60

 

   Cumulative effect of accounting change,

            

     net of income tax

 

0.00

  

0.00

  

0.00

  

0.08

 

   Net income

$

0.89

 

$

0.63

 

$

1.72

 

$

1.68

 
             

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION

            

Income before cumulative effect of

            

  accounting change (millions of dollars)

$

5,790

 

$

4,170

 

$

11,230

 

$

10,660

 
             

Weighted average number of common shares

            

  outstanding (millions of shares)

 

6,506

  

6,654

  

6,526

  

6,669

 

    Effect of employee stock-based awards

 

41

  

33

  

37

  

32

 

Weighted average number of common shares

            

  outstanding - assuming dilution

 

6,547

  

6,687

  

6,563

  

6,701

 
             

Net income per common share

            

   - assuming dilution (dollars)

            

   Income before cumulative effect of accounting change

$

0.88

 

$

0.62

 

$

1.71

 

$

1.59

 

   Cumulative effect of accounting change,

            

      net of income tax

 

0.00

  

0.00

  

0.00

  

0.08

 

   Net income

$

0.88

 

$

0.62

 

$

1.71

 

$

1.67

 



7.

Investment in oil, gas and mineral leases


ExxonMobil's net investment in oil, gas and mineral leases reported in property, plant and equipment as of June 30, 2004 was $4.0 billion, and as of December 31, 2003 was $4.5 billion.



-10-


8.

Annuity Benefits and Other Postretirement Benefits


 

Three Months Ended

 

Six Months Ended

 
 

June 30,

 

June 30,

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 


Annuity Benefits - U.S.

            

   Components of net benefit cost

            

      Service cost

$

78

 

$

73

 

$

154

 

$

142

 

      Interest cost

 

153

  

158

  

304

  

312

 

      Expected return on plan assets

 

(155

)

 

(102

)

 

(307

)

 

(209

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

72

  

84

  

143

  

159

 

      Net pension enhancement and

            

        curtailment/settlement expense

 

44

  

53

  

88

  

101

 

      Net benefit cost

$

192

 

$

266

 

$

382

 

$

505

 
             
             

Annuity Benefits - Non-U.S.

            

   Components of net benefit cost

            

      Service cost

$

85

 

$

74

 

$

171

 

$

157

 

      Interest cost

 

196

  

168

  

395

  

363

 

      Expected return on plan assets

 

(167

)

 

(138

)

 

(336

)

 

(277

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

88

  

97

  

181

  

194

 

      Net pension enhancement and

            

        curtailment/settlement expense

 

13

  

8

  

17

  

10

 

      Net benefit cost

$

215

 

$

209

 

$

428

 

$

447

 
             
             

Other Postretirement Benefits

            

   Components of net benefit cost

            

      Service cost

$

17

 

$

10

 

$

26

 

$

19

 

      Interest cost

 

81

  

51

  

138

  

96

 

      Expected return on plan assets

 

(11

)

 

(9

)

 

(18

)

 

(16

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

52

  

25

  

76

  

48

 

      Net benefit cost

$

139

 

$

77

 

$

222

 

$

147

 
             


As of year-end 2003, the company expected to make contributions of up to $300 million to U.S. plans, depending on the outcome of legislative proposals before Congress.  On April 10, 2004, the President of the United States signed into law H.R. 3108 which establishes a two-year replacement of the benchmark interest rate used to determine the funding of liabilities of private sector pension plans.  As a result of that legislation, the company does not expect to make a contribution to its U.S. pension plans in 2004.  The expected contribution of about $450 million to non-U.S. plans is unchanged.



-11-



9.

Disclosures about Segments and Related Information



 

Three Months Ended

 

Six Months Ended

 
 

June 30,

 

June 30,

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

EARNINGS AFTER INCOME TAX

            

  Upstream

            

    United States

$

1,237

 

$

907

 

$

2,391

 

$

2,166

 

    Non-U.S.

 

2,609

  

1,931

  

5,468

  

6,365

 

  Downstream

            

    United States

 

907

  

419

  

1,299

  

593

 

    Non-U.S.

 

600

  

727

  

1,212

  

1,276

 

  Chemical

            

    United States

 

148

  

128

  

266

  

144

 

    Non-U.S.

 

459

  

311

  

905

  

582

 

  All other

 

(170

)

 

(253

)

 

(311

)

 

84

 

  Corporate total

$

5,790

 

$

4,170

 

$

11,230

 

$

11,210

 
             

  Included in All Other above

            

    Cumulative effect of accounting change

$

0

 

$

0

 

$

0

 

$

550

 
             

SALES AND OTHER OPERATING REVENUE (1)

            

  Upstream

            

     United States

$

1,395

 

$

1,440

 

$

2,881

 

$

3,208

 

     Non-U.S.

 

3,722

  

3,623

  

8,417

  

7,696

 

  Downstream

            

     United States

 

17,925

  

13,225

  

33,757

  

27,423

 

     Non-U.S.

 

39,654

  

32,933

  

77,839

  

67,909

 

  Chemical

            

     United States

 

2,588

  

1,924

  

4,825

  

3,953

 

     Non-U.S.

 

3,928

  

3,014

  

7,544

  

6,149

 

  All other

 

8

  

8

  

17

  

17

 

  Corporate total

$

69,220

 

$

56,167

 

$

135,280

 

$

116,355

 
             

(1) Includes excise taxes

            
             

INTERSEGMENT REVENUE

            

  Upstream

            

     United States

$

1,631

 

$

1,255

 

$

3,131

 

$

2,855

 

     Non-U.S.

 

5,075

  

3,581

  

9,557

  

7,846

 

  Downstream

            

     United States

 

2,040

  

1,447

  

3,638

  

3,107

 

     Non-U.S.

 

7,208

  

4,916

  

13,786

  

10,380

 

  Chemical

            

     United States

 

1,220

  

776

  

2,236

  

1,510

 

     Non-U.S.

 

1,025

  

776

  

1,989

  

1,614

 

  All other

 

79

  

77

  

167

  

154

 



-12-


10.

Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries


Exxon Mobil Corporation has fully and unconditionally guaranteed the 6.0% notes due

2005 ($106 million of long-term debt at June 30, 2004) and the 6.125% notes due 2008

($160 million) of Exxon Capital Corporation and the deferred interest debentures due 2012 ($1,185 million) and the debt securities due 2005-2011 ($85 million long-term and $10 million short-term) of SeaRiver Maritime Financial Holdings, Inc.  Exxon Capital Corporation and SeaRiver Maritime Financial Holdings, Inc. are 100 percent owned subsidiaries of Exxon Mobil Corporation.


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



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for three months ended June 30, 2004

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


3,308

 


$


-

 


$


-

 


$


65,912

 


$


-

 


$


69,220

 

Income from equity affiliates

 

5,094

  

-

  

1

  

1,012

  

(5,095

)

 

1,012

 

Other income

 

90

  

-

  

-

  

371

  

-

  

461

 

Intercompany revenue

 

5,921

  

7

  

5

  

45,275

  

(51,208

)

 

-

 

Total revenues and other income

 

14,413

  

7

  

6

  

112,570

  

(56,303

)

 

70,693

 

Costs and other deductions

                  

Crude oil and product purchases

 

5,443

  

-

  

-

  

75,899

  

(48,362

)

 

32,980

 

Production and manufacturing

expenses

 


1,661

  


1

  


-

  


5,352

  


(1,326


)

 


5,688

 

 

Selling, general and administrative

expenses

 


487

  


2

  


-

  


2,922

  


(79


)

 


3,332

 

Depreciation and depletion

 

360

  

1

  

1

  

1,988

  

-

  

2,350

 

Exploration expenses, including dry

holes

 


55

  


-

  


-

  


171

  


-

  


226

 

Interest expense

 

172

  

4

  

33

  

1,285

  

(1,444

)

 

50

 

Excise taxes

 

-

  

-

  

-

  

6,514

  

-

  

6,514

 

Other taxes and duties

 

3

  

-

  

-

  

9,928

  

-

  

9,931

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


142

  


-

  


142

 

Total costs and other deductions

 

8,181

  

8

  

34

  

104,201

  

(51,211

)

 

61,213

 

Income before income taxes

 

6,232

  

(1

)

 

(28

)

 

8,369

  

(5,092

)

 

9,480

 

Income taxes

 

442

  

(1

)

 

(11

)

 

3,260

  

-

  

3,690

 

Income before accounting change

 

5,790

  

-

  

(17

)

 

5,109

  

(5,092

)

 

5,790

 

 

Accounting change

 

-

  

-

  

-

  

-

  

-

  

-

 

Net income

$

5,790

 

$

-

 

$

(17

)

$

5,109

 

$

(5,092

)

$

5,790

 



-13-



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings,  Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for three months ended June 30, 2003

       

Revenues and other income

                  

Sales and other operating revenue,

   including excise taxes


$


2,782

 


$


-

 


$


-

 


$


53,385

 


$


-

 


$


56,167

 

Income from equity affiliates

 

4,012

  

-

  

2

  

610

  

(4,009

)

 

615

 

Other income

 

115

  

-

  

-

  

268

  

-

  

383

 

Intercompany revenue

 

4,069

  

8

  

5

  

32,827

  

(36,909

)

 

-

 

Total revenues and other income

 

10,978

  

8

  

7

  

87,090

  

(40,918

)

 

57,165

 

Costs and other deductions

                  

Crude oil and product purchases

 

3,802

  

-

  

-

  

55,115

  

(34,690

)

 

24,227

 

Production and manufacturing

expenses

 


1,663

  


-

  


-

  


4,731

  


(1,074


)

 


5,320

 

 

Selling, general and administrative

expenses

 


464

  


1

  


-

  


2,912

  


(37


)

 


3,340

 

Depreciation and depletion

 

382

  

2

  

-

  

1,785

  

-

  

2,169

 

Exploration expenses, including dry

holes

 


34

  


-

  


-

  


148

  


-

 



182

 

Interest expense

 

162

  

5

  

31

  

1,032

  

(1,160

)

 

70

 

Excise taxes

 

-

  

-

  

-

  

5,896

  

-

  

5,896

 

Other taxes and duties

 

2

  

-

  

-

  

9,111

  

-

  

9,113

 

Income applicable to minority and

  preferred interests

 


-

  


-

  


-

  


100

  


-

  


100

 

Total costs and other deductions

 

6,509

  

8

  

31

  

80,830

  

(36,961

)

 

50,417

 

Income before income taxes

 

4,469

  

-

  

(24

)

 

6,260

  

(3,957

)

 

6,748

 

Income taxes

 

299

  

-

  

(9

)

 

2,288

  

-

  

2,578

 

Income before accounting change

 

4,170

  

-

  

(15

)

 

3,972

  

(3,957

)

 

4,170

 

 

Accounting change

 

-

  

-

  

-

  

-

  

-

  

-

 

Net income

$

4,170

 

$

-

 

$

(15

)

$

3,972

 

$

(3,957

)

$

4,170

 


Condensed consolidated statement of income for six months ended June 30, 2004

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


6,331

 


$


-

 


$


-

 


$


128,949

 


$


-

 


$


135,280

 

Income from equity affiliates

 

10,151

  

-

  

8

  

2,270

  

(10,161

)

 

2,268

 

Other income

 

153

  

-

  

-

  

594

  

-

  

747

 

Intercompany revenue

 

10,916

  

14

  

9

  

87,814

  

(98,753

)

 

-

 

Total revenues and other income

 

27,551

  

14

  

17

  

219,627

  

(108,914

)

 

138,295

 

Costs and other deductions

                  

Crude oil and product purchases

 

10,304

  

-

  

-

  

146,532

  

(93,311

)

 

63,525

 

Production and manufacturing

expenses

 


3,252

  


1

  


-

  


10,454

  


(2,496


)

 


11,211

 

 

Selling, general and administrative

expenses

 


959

  


2

  


-

  


5,744

  


(131


)

 


6,574

 

Depreciation and depletion

 

713

  

2

  

1

  

4,007

  

-

  

4,723

 

Exploration expenses, including dry

holes

 


101

  


-

  


-

  


300

  


-

  


401

 

Interest expense

 

333

  

9

  

67

  

2,511

  

(2,822

)

 

98

 

Excise taxes

 

-

  

-

  

-

  

12,930

  

-

  

12,930

 

Other taxes and duties

 

6

  

-

  

-

  

20,089

  

-

  

20,095

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


296

  


-

  


296

 

Total costs and other deductions

 

15,668

  

14

  

68

  

202,863

  

(98,760

)

 

119,853

 

Income before income taxes

 

11,883

  

-

  

(51

)

 

16,764

  

(10,154

)

 

18,442

 

Income taxes

 

653

  

(1

)

 

(21

)

 

6,581

  

-

  

7,212

 

Income before accounting change

 

11,230

  

1

  

(30

)

 

10,183

  

(10,154

)

 

11,230

 

 

Accounting change

 

-

  

-

  

-

  

-

  

-

  

-

 

Net income

$

11,230

 

$

1

 

$

(30

)

$

10,183

 

$

(10,154

)

$

11,230

 



-14-



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for six months ended June 30, 2003

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


5,843

 


$


-

 


$


-

 


$


110,512

 


$


-

 


$


116,355

 

Income from equity affiliates

 

10,672

  

-

  

4

  

2,889

  

(10,667

)

 

2,898

 

Other income

 

227

  

-

  

-

  

1,465

  

-

  

1,692

 

Intercompany revenue

 

8,708

  

17

  

10

  

70,188

  

(78,923

)

 

-

 

Total revenues and other income

 

25,450

  

17

  

14

  

185,054

  

(89,590

)

 

120,945

 

Costs and other deductions

                  

Crude oil and product purchases

 

8,490

  

-

  

-

  

118,402

  

(74,587

)

 

52,305

 

Production and manufacturing

expenses

 


3,337

  


1

  


-

  


9,361

  


(2,039


)

 


10,660

 

 

Selling, general and administrative

expenses

 


890

  


1

  


-

  


5,588

  


(37


)

 


6,442

 

Depreciation and depletion

 

767

  

3

  

1

  

3,580

  

-

  

4,351

 

Exploration expenses, including dry

holes

 


64

  


-

  


-

  


265

  


-

  


329

 

Interest expense

 

323

  

10

  

61

  

2,032

  

(2,314

)

 

112

 

Excise taxes

 

-

  

-

  

-

  

11,727

  

-

  

11,727

 

Other taxes and duties

 

3

  

-

  

-

  

17,917

  

-

  

17,920

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


473

  


-

  


473

 

Total costs and other deductions

 

13,874

  

15

  

62

  

169,345

  

(78,977

)

 

104,319

 

Income before income taxes

 

11,576

  

2

  

(48

)

 

15,709

  

(10,613

)

 

16,626

 

Income taxes

 

916

  

1

  

(18

)

 

5,067

  

-

  

5,966

 

Income before accounting change

 

10,660

  

1

  

(30

)

 

10,642

  

(10,613

)

 

10,660

 

 

Accounting change

 

550

  

-

  

-

  

481

  

(481

)

 

550

 

Net income

$

11,210

 

$

1

 

$

(30

)

$

11,123

 

$

(11,094

)

$

11,210

 



-15-



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated balance sheet as of June 30, 2004

       

Cash and cash equivalents

$

5,716

 

$

-

 

$

-

 

$

8,461

 

$

-

 

$

14,177

 

Cash and cash equivalents - restricted

 

4,601

  

-

  

-

  

-

  

-

  

4,601

 

Notes and accounts receivable - net

 

4,555

  

-

  

-

  

18,534

  

-

  

23,089

 

Inventories

 

1,128

  

-

  

-

  

8,830

  

-

  

9,958

 

Prepaid taxes and expenses

 

112

  

-

  

19

  

2,294

  

-

  

2,425

 

      Total current assets

 

16,112

  

-

  

19

  

38,119

  

-

  

54,250

 

Property, plant and equipment - net

 

15,892

  

97

  

-

  

87,865

  

-

  

103,854

 

Investments and other assets

 

136,593

  

-

  

514

  

365,379

  

(479,601

)

 

22,885

 

Intercompany receivables

 

7,541

  

1,152

  

1,546

  

418,362

  

(428,601

)

 

-

 

      Total assets

$

176,138

 

$

1,249

 

$

2,079

 

$

909,725

 

$

(908,202

)

$

180,989

 
                   

Notes and loan payables

$

1,127

 

$

-

 

$

10

 

$

3,609

 

$

-

 

$

4,746

 

Accounts payable and accrued liabilities

 

3,617

  

11

  

-

  

26,556

  

-

  

30,184

 

Income taxes payable

 

294

  

1

  

-

  

6,023

  

-

  

6,318

 

      Total current liabilities

 

5,038

  

12

  

10

  

36,188

  

-

  

41,248

 

Long-term debt

 

261

  

266

  

1,270

  

3,287

  

-

  

5,084

 

Deferred income tax liabilities

 

3,386

  

29

  

295

  

15,814

  

-

  

19,524

 

Other long-term liabilities

 

4,682

  

14

  

-

  

16,902

  

-

  

21,598

 

Intercompany payables

 

69,236

  

138

  

382

  

358,845

  

(428,601

)

 

-

 

      Total liabilities

 

82,603

  

459

  

1,957

  

431,036

  

(428,601

)

 

87,454

 
                   

Earnings reinvested

 

123,781

  

5

  

(272

)

 

85,288

  

(85,021

)

 

123,781

 

Other shareholders' equity

 

(30,246

)

 

785

  

394

  

393,401

  

(394,580

)

 

(30,246

)

      Total shareholders' equity

 

93,535

  

790

  

122

  

478,689

  

(479,601

)

 

93,535

 

      Total liabilities and

        shareholders' equity


$


176,138

 


$


1,249

 


$


2,079

 


$


909,725

 


$


(908,202


)


$


180,989

 


Condensed consolidated balance sheet as of December 31, 2003

       

Cash and cash equivalents

$

5,647

 

$

-

 

$

-

 

$

4,979

 

$

-

 

$

10,626

 

Cash and cash equivalents - restricted

 

-

  

-

  

-

  

-

  

-

  

-

 

Notes and accounts receivable - net

 

5,781

  

-

  

-

  

18,528

  

-

  

24,309

 

Inventories

 

1,027

  

-

  

-

  

7,930

  

-

  

8,957

 

Prepaid taxes and expenses

 

91

  

-

  

-

  

1,977

  

-

  

2,068

 

      Total current assets

 

12,546

  

-

  

-

  

33,414

  

-

  

45,960

 

Property, plant and equipment - net

 

16,733

  

98

  

1

  

88,133

  

-

  

104,965

 

Investments and other assets

 

128,282

  

-

  

506

  

363,103

  

(468,538

)

 

23,353

 

Intercompany receivables

 

9,463

  

1,114

  

1,540

  

381,683

  

(393,800

)

 

-

 

      Total assets

$

167,024

 

$

1,212

 

$

2,047

 

$

866,333

 

$

(862,338

)

$

174,278

 
                   

Notes and loan payables

$

1,104

 

$

-

 

$

10

 

$

3,675

 

$

-

 

$

4,789

 

Accounts payable and accrued liabilities

 

3,538

  

6

  

-

  

24,901

  

-

  

28,445

 

Income taxes payable

 

1,457

  

-

  

-

  

3,695

  

-

  

5,152

 

      Total current liabilities

 

6,099

  

6

  

10

  

32,271

  

-

  

38,386

 

Long-term debt

 

261

  

266

  

1,206

  

3,023

  

-

  

4,756

 

Deferred income tax liabilities

 

3,643

  

29

  

296

  

16,150

  

-

  

20,118

 

Other long-term liabilities

 

3,991

  

16

  

-

  

17,096

  

-

  

21,103

 

Intercompany payables

 

63,115

  

106

  

382

  

330,197

  

(393,800

)

 

-

 

      Total liabilities

 

77,109

  

423

  

1,894

  

398,737

  

(393,800

)

 

84,363

 
                   

Earnings reinvested

 

115,956

  

4

  

(241

)

 

72,012

  

(71,775

)

 

115,956

 

Other shareholders' equity

 

(26,041

)

 

785

  

394

  

395,584

  

(396,763

)

 

(26,041

)

      Total shareholders' equity

 

89,915

  

789

  

153

  

467,596

  

(468,538

)

 

89,915

 

      Total liabilities and

        shareholders' equity


$


167,024

 


$


1,212

 


$


2,047

 


$


866,333

 


$


(862,338


)


$


174,278

 



-16-



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of cash flows for six months ended June 30, 2004

    

Cash provided by/(used in) operating

activities


$


4,184

 


$


6



$


6

 


$


15,776

 


$


(1,182


)


$


18,790

 

Cash flows from investing activities

                  

Additions to property, plant and

equipment

 


(571


)

 


-

  


-

  


(5,171


)

 


-

  


(5,742


)

Sales of long-term assets

 

342

  

-

  

-

  

1,040

  

-

  

1,382

 

Increase in restricted cash and cash

equivalents

 


(4,601


)

 


-


 


-


 


-


 


-


 


(4,601


)

Net intercompany investing

 

7,595

  

(38

)

 

(6

)

 

(7,621

)

 

70

  

-

 

All other investing, net

 

-

  

-

  

-

  

811

  

-

  

811

 

Net cash provided by/(used in)

investing activities

 


2,765

  


(38


)

 


(6


)

 


(10,941


)

 


70


 


(8,150


)

Cash flows from financing activities

                  

Additions to long-term debt

 

-

  

-

  

-

  

371

  

-

  

371

 

Reductions in long-term debt

 

-

  

-

  

-

  

(7

)

 

-

  

(7

)

Additions/(reductions) in short-term

debt - net

 


-

  


-


 


-

  


(198


)

 


-

  


(198


)

Cash dividends

 

(3,405

)

 

-

  

-

  

(1,182

)

 

1,182

  

(3,405

)

Net ExxonMobil shares sold/(acquired)

 

(3,475

)

 

-

  

-

  

-

  

-

  

(3,475

)

Net intercompany financing activity

 

-

  

32

  

-

  

38

  

(70

)

 

-

 

All other financing, net

 

-

  

-

  

-

  

(183

)

 

-

  

(183

)

Net cash provided by/(used in)

financing activities

 


(6,880


)

 


32


 


-

  


(1,161


)

 


1,112

  


(6,897


)

Effects of exchange rate changes

on cash

 


-

  


-

  


-

  


(192


)

 


-

  


(192


)

Increase/(decrease) in cash and cash

equivalents


$


69



$


-

 


$


-

 


$


3,482

 


$


-

 


$


3,551

 


Condensed consolidated statement of cash flows for six months ended June 30, 2003

      

Cash provided by/(used in) operating

activities


$


2,116

 


$


31



$


6

 


$


14,776

 


$


(934


)


$


15,995

 

Cash flows from investing activities

                  

Additions to property, plant and

equipment

 


(908


)

 


-

  


-

  


(5,324


)

 


-

  


(6,232


)

Sales of long-term assets

 

29

  

-

  

-

  

1,552

  

-

  

1,581

 

Increase in restricted cash and cash

equivalents

 


-


 


-


 


-


 


-


 


-


 


-


Net intercompany investing

 

5,717

  

36

  

(6

)

 

(5,687

)

 

(60

)

 

-

 

All other investing, net

 

-

  

-

  

-

  

280

  

-

  

280

 

Net cash provided by/(used in)

investing activities

 


4,838

  


36


 


(6


)

 


(9,179


)

 


(60


)

 


(4,371


)

Cash flows from financing activities

                  

Additions to long-term debt

 

-

  

-

  

-

  

26

  

-

  

26

 

Reductions in long-term debt

 

-

  

-

  

-

  

(632

)

 

-

  

(632

)

Additions/(reductions) in short-term

debt - net

 


-

  


(6


)

 


-

  


(186


)

 


-

  


(192


)

Cash dividends

 

(3,208

)

 

(93

)

 

-

  

(841

)

 

934

  

(3,208

)

Net ExxonMobil shares sold/(acquired)

 

(2,211

)

 

-

  

-

  

-

  

-

  

(2,211

)

Net intercompany financing activity

 

-

  

53

  

-

  

(92

)

 

39

  

-

 

All other financing, net

 

-

  

(21

)

 

-

  

(471

)

 

21

  

(471

)

Net cash provided by/(used in)

financing activities

 


(5,419


)

 


(67


)

 


-

  


(2,196


)

 


994

  


(6,688


)

Effects of exchange rate changes

on cash

 


-

  


-

  


-

  


356


 


-

  


356


Increase/(decrease) in cash and cash

equivalents


$


1,535



$


-

 


$


-

 


$


3,757

 


$


-

 


$


5,292

 



-17-



EXXON MOBIL CORPORATION



Item 2.

Management's Discussion and Analysis of Financial Condition

and Results of Operations


FUNCTIONAL EARNINGS SUMMARY

 

Second Quarter

 

First Six Months

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

Net Income (U.S. GAAP)

            

Upstream

            

   United States

$

1,237

 

$

907

 

$

2,391

 

$

2,166

 

   Non-U.S.

 

2,609

  

1,931

  

5,468

  

6,365

 

Downstream

            

   United States

 

907

  

419

  

1,299

  

593

 

   Non-U.S.

 

600

  

727

  

1,212

  

1,276

 

Chemical

            

   United States

 

148

  

128

  

266

  

144

 

   Non-U.S.

 

459

  

311

  

905

  

582

 

Corporate and financing

 

(170

)

 

(253

)

 

(311

)

 

(466

)

Income before accounting change

 

5,790

  

4,170

  

11,230

  

10,660

 

Accounting change

 

0

  

0

  

0

  

550

 

Net Income (U.S. GAAP)

$

5,790

 

$

4,170

 

$

11,230

 

$

11,210

 
             
             

Net income per common share

$

0.89

 

$

0.63

 

$

1.72

 

$

1.68

 

Net income per common share

   - assuming dilution


$


0.88

 


$


0.62

 


$


1.71

 


$


1.67

 
             

Other special items included in net income

            

Non-U.S. Upstream

            

   Gain on transfer of Ruhrgas shares

$

0

 

$

0

 

$

0

 

$

1,700

 



REVIEW OF SECOND QUARTER AND FIRST SIX MONTHS 2004 RESULTS


Exxon Mobil Corporation estimated second quarter 2004 net income of $5,790 million ($0.88 per share), an increase of $1,620 million, or 39 percent from the second quarter of 2003.  Revenues and other income for the second quarter of 2004 totaled $70,693 million compared with $57,165 million in 2003 reflecting significantly higher prices.

_____________________________________________


Record net income of $11,230 million ($1.71 per share) for the first half of 2004 increased $20 million from the first half of 2003.  Net income for the first half 2003 included a $550 million positive impact for the required adoption of FAS 143 relating to accounting for asset retirement obligations and a one-time gain of $1,700 million from the transfer of shares in Ruhrgas AG.  Revenues and other income for the first half of 2004 totaled $138,295 million compared with $120,945 million in 2003 reflecting higher prices.


-18-



 

Second Quarter

 

First Six Months

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

Upstream

            

   United States

$

1,237

 

$

907

 

$

2,391

 

$

2,166

 

   Non-U.S.

 

2,609

  

1,931

  

5,468

  

6,365

 

Total

$

3,846

 

$

2,838

 

$

7,859

 

$

8,531

 


Upstream earnings were $3,846 million, up $1,008 million from the second quarter 2003 reflecting higher average crude oil and natural gas prices.


Liquids production of 2,581 kbd (thousands of barrels per day) increased by 4 percent from 2,477 kbd in the second quarter of 2003.  Higher production from new fields in West Africa and Norway and the absence of last year's operational issues was partly offset by natural field decline in mature areas, adverse entitlement effects and divestment impacts.


Second quarter natural gas production decreased to 9,001 mcfd (millions of cubic feet per day) from 9,283 mcfd last year.  Natural field decline in mature areas, divestment impacts and adverse entitlement effects were partly offset by projects, work programs and an additional LNG train in Qatar.


On an oil-equivalent basis, production increased by 1 percent.  Plans for long-term capacity increases remain on track as reflected by continued high levels of capital spending.


Earnings from U.S. upstream operations were $1,237 million, up $330 million.  Non-U.S. upstream earnings of $2,609 million were $678 million higher than last year's second quarter.

_____________________________________________


Upstream earnings in the first half of 2004 of $7,859 million compared to $8,531 million in 2003 which included a $1,700 million gain from the transfer of shares of Ruhrgas AG.  First half 2004 results benefited from higher liquids and natural gas realizations and increased production.


Liquids production of 2,608 kbd increased by 5 percent from 2,491 kbd in the first half of 2003.  Higher production in West Africa and Norway and the absence of last year's national strike effects in Venezuela, were partly offset by natural field decline in mature areas, adverse entitlement effects and divestment impacts.


First half natural gas production of 10,234 mcfd, decreased 423 mcfd from 2003. Natural field decline in mature areas and adverse entitlement effects were partly offset by the start-up of an additional LNG train in Qatar and by projects and work programs.


On an oil-equivalent basis, production increased by 1 percent from the first half of last year.  Excluding divestment and entitlement effects, production increased by 3 percent from the first half of last year.


Earnings from U.S. upstream operations for the first half of 2004 were $2,391 million, an increase of $225 million.  Earnings outside the U.S. of $5,468 million in 2004 compared to $6,365 million last year which included the one-time $1,700 million Ruhrgas gain.  Non-U.S. earnings benefited from liquids production growth and higher liquids and natural gas realizations.



-19-



 

Second Quarter

 

First Six Months

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

Downstream

            

   United States

$

907

 

$

419

 

$

1,299

 

$

593

 

   Non-U.S.

 

600

  

727

  

1,212

  

1,276

 

Total

$

1,507

 

$

1,146

 

$

2,511

 

$

1,869

 


Downstream earnings in the second quarter of 2004 of $1,507 million, the highest quarterly level since 1991, increased $361 million from last year reflecting improved refining margins and higher refinery throughput partly offset by weaker marketing margins.  Petroleum product sales were 8,023 kbd, 228 kbd higher than last year's second quarter.  U.S. downstream earnings were $907 million, up $488 million.  Non-U.S. downstream earnings of $600 million were $127 million lower than last year's second quarter due to weaker marketing margins.

_____________________________________________


Downstream earnings in the first half of 2004 of $2,511 million increased by $642 million from the first half of 2003 reflecting stronger worldwide refining margins and higher refinery throughput partly offset by weak marketing margins.  Petroleum product sales of 8,074 kbd compared with 7,827 kbd in the first half of 2003.  U.S. downstream earnings were $1,299 million, up $706 million.  Non-U.S. downstream earnings of $1,212 million were $64 million lower than last year.



 

Second Quarter

 

First Six Months

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

Chemical

            

   United States

$

148

 

$

128

 

$

266

 

$

144

 

   Non-U.S.

 

459

  

311

  

905

  

582

 

Total

$

607

 

$

439

 

$

1,171

 

$

726

 


Chemical earnings in the second quarter of 2004 of $607 million, the highest quarterly level since 1995, were up $168 million from the same quarter a year ago due to improved margins and increased sales volumes.  Record prime product sales of 6,930 kt (thousands of metric tons) were up 595 kt, reflecting improved demand.

_____________________________________________


Chemical earnings for the first half of 2004 of $1,171 million were up $445 million from the first half of 2003 due to improved margins, higher volumes and favorable foreign exchange effects.  Prime product sales were a record 13,722 kt, up 507 kt, reflecting higher demand.



 

Second Quarter

 

First Six Months

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

All other segments

            

Corporate and financing

$

(170

)

$

(253

)

$

(311

)

$

(466

)

Accounting change

 

0

  

0

  

0

  

550

 

Total

$

(170

)

$

(253

)

$

(311

)

$

84

 


Corporate and financing expenses in the second quarter of 2004 of $170 million decreased by $83 million mainly due to lower U.S. pension costs.

_____________________________________________


Corporate and financing expenses in the first half of 2004 of $311 million decreased by $155 million mainly due to lower U.S. pension costs.  First quarter 2003 earnings included a $550 million positive impact from the required adoption of the new accounting standard for asset retirement obligations.


-20-


LIQUIDITY AND CAPITAL RESOURCES


   

First Six Months

 
     

2004

 

2003

 
 

(millions of dollars)

 

Net cash provided by/(used in)

            

Operating activities

      

$

18,790

 

$

15,995

 

Investing activities

       

(8,150

)

 

(4,371

)

Financing activities

       

(6,897

)

 

(6,688

)

Effect of exchange rate changes

       

(192

)

 

356

 

Increase/(decrease) in cash and cash equivalents

      

$

3,551

 

$

5,292

 
             

Cash and cash equivalents

      

$

14,177

 

$

12,521

 

Cash and cash equivalents - restricted (note 4)

       

4,601

  

0

 

Total cash and cash equivalents (at end of period)

      

$

18,778

 

$

12,521

 


Cash provided by operating activities totaled $18,790 million for the first six months of 2004 versus $15,995 million in the same period last year which included non-cash income for the site restoration accounting change and the Ruhrgas transaction.  Major sources of funds were net income of $11,230 million and non-cash provisions of $4,723 million for depreciation and depletion.  For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.


In the first quarter of 2003, ExxonMobil completed a divestment of interests in shares of

Ruhrgas AG, a German gas transmission company. These shares were held in part by BEB Erdgas und Erdoel GmbH (BEB), an investment accounted for by the equity method, and in part by a consolidated affiliate in Germany. In 2002, cash in the amount of $1,466 million was received from BEB and included in cash flows from operating activities. This cash from BEB was a loan and was part of a restructuring that enabled BEB to transfer its holdings in Ruhrgas AG provided regulatory approval was received. No income was recorded in 2002.  In the first quarter of 2003, upon receipt of regulatory approvals, the Ruhrgas AG shares held by BEB were transferred, cash was received for the shares held by the consolidated affiliate and a one-time gain of $1,700 million after tax was recognized in net income. The $2,240 million reduction in 2003 cash flow from operating activities reflects the pre-tax gains from the transaction. The cash generated from these gains for the BEB portion of the transaction was reported in 2002. For the shares held by the consolidated affiliate, the cash received was reported in cash flows from investing activities in 2003.


Investing activities in 2004 used net cash of $8,150 million compared to $4,371 million in the prior year. Spending for additions to property, plant and equipment of $5,742 million and proceeds from asset divestments of $1,382 million were comparable to the respective amounts in the prior year.  As discussed in note 4 to the condensed consolidated financial statements, investing activities in the second quarter 2004 included the pledge by the corporation to the issuer of a litigation related appeal bond of collateral consisting of restricted cash and cash equivalents of $4,601 million.


Net cash used in financing activities of $6,897 million in the first six months of 2004 was at a similar level to the 2003 period reflecting a higher level of purchases of ExxonMobil shares in the current year offset by the absence of debt reduction in the prior year.


Total cash and cash equivalents, including the $4.6 billion of restricted cash, was $18.8 billion at the end of the second quarter, 2004.


During the second quarter of 2004, the corporation purchased 45 million shares of its common stock for the treasury at a gross cost of $1,947 million.  Shares outstanding were reduced from 6,540 million at the end of the first quarter of 2004 to 6,506 million at the end of the second quarter.  During the first half of 2004, the corporation purchased 92 million shares of its common stock for the treasury at a gross cost of $3,900 million.  These purchases were to offset shares issued in conjunction with company benefit plans and programs and to reduce the number of shares outstanding.


-21-


In July, as a consequence of the continued strengthening of the corporation's financial position, the rate of share purchases was increased.  Purchases to reduce shares outstanding are anticipated to increase by approximately $1 billion in the third quarter versus the second 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.


Total debt of $9.8 billion at June 30, 2004 was $0.3 billion higher than at year-end 2003.  The corporation's debt to total capital ratio was 9.2 percent at the end of the second quarter of 2004, compared to 9.3 percent at year-end 2003.


Although the corporation issues long-term debt from time to time and maintains a revolving commercial paper program, internally generated funds cover the majority of its financial requirements.


Litigation and other contingencies are discussed in note 4 to the unaudited condensed consolidated financial statements.  There are no events or uncertainties known to management beyond those already included in reported financial information that would indicate a material change in future operating results or future financial condition.


The corporation, as part of its ongoing asset management program, continues to evaluate its mix of assets for potential upgrade.  Because of the ongoing nature of this program, dispositions will continue to be made from time to time which will result in either gains or losses.  



TAXES


 

Second Quarter

 

First Six Months

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

Taxes

            

Income taxes

$

3,690

 

$

2,578

 

$

7,212

 

$

5,966

 

Excise taxes

 

6,514

  

5,896

  

12,930

  

11,727

 

All other taxes and duties

 

10,542

  

9,709

  

21,395

  

19,174

 

Total

$

20,746

 

$

18,183

 

$

41,537

 

$

36,867

 
             

Effective income tax rate

 

40.5

%

 

39.8

%

 

41.1

%

 

37.8

%


Income, excise and all other taxes for the second quarter of 2004 of $20,746 million were up $2,563 million compared to last year.  In the second quarter of 2004 income tax expense was $3,690 million and the effective income tax rate was 40.5 percent, compared to $2,578 million and 39.8 percent, respectively, in the prior year period.  Excise and all other taxes and duties were higher reflecting higher prices and foreign exchange effects.

_____________________________________________


Income, excise and all other taxes for the first six months of 2004 of $41,537 million were up $4,670 million compared to last year.  First six months of 2004 income tax expense was $7,212 million and the effective income tax rate was 41.1 percent, compared to $5,966 million and 37.8 percent, respectively, in the prior year period.  The effective income tax rate in the first six months of 2004 was similar to the prior year, excluding the income tax effects of the gain on the Ruhrgas share transfer in the first quarter of 2003.  During both years, the corporation continued to benefit from the favorable resolution of tax related issues.  Excise and all other taxes and duties were higher reflecting higher prices and foreign exchange effects.



-22-


CAPITAL AND EXPLORATION EXPENDITURES


 

Second Quarter

 

First Six Months

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

Capital and exploration expenditures

            

Upstream (including exploration expenses)

$

2,840

 

$

2,921

 

$

5,544

 

$

5,705

 

Downstream

 

624

  

713

  

1,134

  

1,294

 

Chemical

 

148

  

181

  

280

  

302

 

Other

 

5

  

16

  

60

  

26

 

Total

$

3,617

 

$

3,831

 

$

7,018

 

$

7,327

 


In the second quarter, ExxonMobil continued its active investment program, spending $3,617 million on capital and exploration projects, compared with $3,831 million last year, reflecting continued strong levels of upstream spending.

_____________________________________________


Capital and exploration expenditures were $7,018 million in the first half of 2004 compared to $7,327 million in the prior year period.


In 2003, the corporation invested over $15 billion in capital projects and exploration activities and expects to invest at a similar level for the next couple of years.  ExxonMobil is pursuing all attractive opportunities with the same disciplined investment approach that has delivered results in the past.



FORWARD-LOOKING STATEMENTS


Statements in this discussion relating to future plans, projections, events, or conditions are forward-looking statements.  Actual results, including production growth and capital spending, could differ materially due to changes in long-term oil or gas prices or other changes in market conditions affecting the oil and gas industry; political events or disturbances; reservoir performance; changes in OPEC quotas; timely completion of development projects; changes in technical or operating conditions; and other factors including those discussed herein and under the heading "Factors Affecting Future Results" in Item 1 of ExxonMobil's 2003 Form 10-K.




-23-


EXXON MOBIL CORPORATION



Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Information about market risks for the six months ended June 30, 2004, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2003.


Item 4.  Controls and Procedures


As indicated in the certifications in Exhibit 31 of this report, the corporation's principal executive officer, principal accounting officer and principal financial officer have evaluated the corporation's disclosure controls and procedures as of June 30, 2004.  Based on that evaluation, these officers have concluded that the corporation's disclosure controls and procedures are effective for the purpose of ensuring that material information required to be in this quarterly report is made known to them by others on a timely basis.  There have not been changes in the corporation's internal control over financial reporting that occurred during the corporation's last fiscal quarter that have 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 corporation has reached agreement with the New York State Department of Environmental Conservation ("NYSDEC") regarding settlement of various matters related to service stations that were previously reported by the corporation.  


·

Regarding the 14 outstanding Orders on Consent relating to alleged failures to conduct tank tightness tests at 13 service stations in accordance with applicable petroleum bulk storage laws, the parties have agreed to settle for oversight costs of $30,000, a penalty of $50,000 and an agreement to conduct a compliance audit at the sites.

·

Regarding a Notice of Hearing and Complaint (a "Notice") served on September 5, 2002 relating to alleged discharges of petroleum and failure to report spills at a service station on Fort Hamilton Parkway in Brooklyn, New York, the parties have agreed to settle for $10,000 in oversight costs and a penalty of $65,000.

·

Regarding Notices served on September 5, 2002 relating to alleged discharges of petroleum, the parties have agreed to settle with respect to a service station on West Street in Manhattan for $10,000 in oversight costs and a penalty of $70,000, and with respect to a service station on Pike Street in New York City, for $10,000 in oversight costs and a $50,000 penalty.

·

Regarding 23 identical Notices served on the corporation on June 5, 2002, one for each of 23 service stations in New York, the parties have agreed to settle for oversight costs of $40,000, a penalty of $100,000, and an agreement to conduct a compliance audit at the sites.  The parties have agreed to settle an additional complaint for a site in Poughkeepsie, New York, for a $20,000 penalty.  

·

Regarding a Notice served relating to alleged discharges of petroleum and failure to provide, test and maintain cathodic protection for underground tanks and piping at a service station on York Avenue in New York City, the parties have agreed to settle for $7,500 in oversight costs and a $100,000 penalty.


All of the above settlements are expected to be finalized, and payments to be made by the corporation, in the third quarter of 2004.


-24-



The Office of the Attorney General for the State of New York filed a complaint in 1992 in a matter captioned "State of New York v. Exxon Corporation, Arrow Petroleum, and Tartan Oil Corp, and 3rd party action Exxon Corporation v. 150 Fulton Realty Corp., Oil City Gas Company, and Martin Meyer".  The trial court's judgment in favor of all defendants was reversed by the 3rd Appellate Division in May 2004, and the case has been remanded for a new trial.  The New York Attorney General alleges that petroleum discharged at an Exxon-branded service station in Farmingdale, New York impacted soil and groundwater in the vicinity of a Dart service station located across the street, in violation of New York State Navigation Law.  The NYSDEC began remediation at the Dart service station in 1988, and has incurred more than $1.8 million in costs.  In its current complaint, the State is seekin g recovery of its remediation costs as well as penalties in the amount of $1.25 million.  The corporation maintains that any contamination at the Exxon station was cleaned up by the corporation and that the contamination remediated by the NYSDEC was from operations at the Dart station.


In a lawsuit filed in June 2004, the State of New York is seeking compensatory damages of up to $2.4 million and penalties in excess of $250,000 in connection with remediation it undertook at a former Mobil-owned service station in Mahopac, New York.  The State alleges the corporation violated the New York State Navigation Law due to multiple releases and spills at the site in the 1970's, as well as a leaking underground storage tank and leaking waste oil tank in 1984, impacting the soil and groundwater in the vicinity.  The station was sold in the mid-1980's.  The corporation has only limited information concerning the allegations at this time.  The case is captioned "State of New York v. Exxon Mobil Corporation, ExxonMobil Oil Corporation, Frank J. Flory, Gasper J. Flory a.k.a. Jerry Flory, FRF Corp., Hilltop Service Station Co. Inc., Sclaffani Realty, Corp., Sclaffani Petroleum, Inc., a nd Top Gas, Inc.”  An appearance has been entered and the complaint has been demanded from the State. Discovery will commence after the complaint is received.


In a matter reported in the corporation's Form 10-Q for the first quarter of 2004, relating to an anticipated action by the NYSDEC with respect to a Mobil-branded service station in Springfield Gardens, New York, the NYSDEC has alleged additional violations of the Navigation Law and has increased the aggregate penalty demand to $600,000 (from $400,000) to settle the outstanding issues prior to filing of an enforcement action.  The NYSDEC alleges additional failures to report, provide information, and remediate. The parties currently intend to submit to non-binding mediation in the third quarter of 2004.


On May 5, 2004, a California Department of Toxic Substances Control ("DTSC") compliance officer met with personnel at the corporation's Torrance refinery in connection with the corporation's report in 2003 that it was discharging wastewater containing selenium above one part per million to the sewer that leads to the county treatment facility.  The DTSC issued a Summary of Violations dated December 31, 2003, alleging that such discharge is a violation of state hazardous waste regulations and demanding correction of the issue, but no demand for penalties was made at that time.  At the time of the May meeting with the corporation, the refinery discussed with the DTSC the refinery's proposed solution to remedy the issue.  The refinery is awaiting the DTSC's written response on its proposed solution.  At the meeting, the DTSC also indicated that it likely would seek a penalty for the alleged violation. &nb sp;However, no specific demand has been made.



-25-


The corporation has reached a settlement with the South Coast Air Quality Management District (the "District") regarding matters previously reported by the corporation, and certain other matters, with respect to the Torrance, California refinery.  In exchange for a civil penalty of $8.25 million, the District agrees to release all outstanding Notices of Violation relating to the District's rules regarding tank seal self-inspection, reporting and repair, and other issues associated with other applicable rules within the District's authority to enforce. The settlement was filed in Los Angeles Superior Court, and the court judge entered the stipulated judgment on June 25, 2004.


Refer to the relevant portions of note 4 on pages 6 through 8 of this Quarterly Report on Form 10-Q for further information on legal proceedings.


Item 2.  Changes in Securities and Use of Proceeds


 

ISSUER PURCHASE OF EQUITY SECURITIES FOR QUARTER ENDED JUNE 30, 2004

          
       

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


 

April, 2004

 

13,286,760

 

$42.93

 

13,286,760

  
          
 

May, 2004

 

13,510,010

 

$43.08

 

13,510,010

  
          
 

June, 2004

 

17,874,046

 

$44.40

 

17,874,046

  
          
 

Total

 

44,670,816

 

$43.57

 

44,670,816

 

(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.


_____________________________________________


In accordance with the registrant's 2004 Non-Employee Director Restricted Stock Plan, each non-employee director elected at the 2004 annual meeting (8 persons) was granted 1,600 shares of restricted Common Stock on May 26, 2004.  This grant is exempt from registration under bonus stock interpretations such as the "no action" letter to Pacific Telesis Group (June 30, 1992).



-26-


Item 4.  Submission of Matters to a Vote of Security Holders


At the annual meeting of shareholders on May 26, 2004, the following proposals were voted upon.  Percentages are based on the total of the shares voted for and against.


 

Concerning Election of Directors

      
   

     Votes

 

     Votes

 

Nominees

 

     Cast For

 

     Withheld

 

Michael J. Boskin

 

     5,358,811,938

 

        81,302,224

 

James R. Houghton

 

     5,321,656,619

 

      118,457,543

 

William R. Howell

 

     5,269,415,791

 

      170,698,371

 

Reatha Clark King

 

     5,319,186,114

 

      120,928,048

 

Philip E. Lippincott

 

     5,314,903,785

 

      125,210,377

 

Harry J. Longwell

 

     5,314,393,168

 

      125,720,994

 

Henry A. McKinnell, Jr.

 

     5,344,123,879

 

        95,990,283

 

Marilyn Carlson Nelson

 

     5,277,559,523

 

      162,554,639

 

Lee R. Raymond

 

     5,307,053,803

 

      133,060,359

 

Walter V. Shipley

 

     5,361,192,995

 

        78,921,167

 

Rex W. Tillerson

 

     5,316,045,911

 

      124,068,251

      
 

Concerning Ratification of Independent Auditors

 

Votes Cast For:

 

     5,320,274,637

98.7%

 
 

Votes Cast Against:

 

          70,884,529

1.3%

 
 

Abstentions:

 

          48,954,996

  
 

Broker Non-Votes:

 

0

  
      

                 Concerning Approval of 2004 Non-Employee Director Restricted Stock Plan

 

Votes Cast For:

 

     4,037,296,126

94.2%

 
 

Votes Cast Against:

 

        247,046,881

5.8%

 
 

Abstentions:

 

          75,546,272

  
 

Broker Non-Votes:

 

     1,080,224,883

  
      
 

Concerning Political Contributions

 

Votes Cast For:

 

        291,505,353

7.3%

 
 

Votes Cast Against:

 

     3,719,087,783

92.7%

 
 

Abstentions:

 

        349,296,143

  
 

Broker Non-Votes:

 

     1,080,224,883

  
      
 

Concerning Political Contributions Report

 

Votes Cast For:

 

        383,908,692

9.5%

 
 

Votes Cast Against:

 

     3,647,968,450

90.5%

 
 

Abstentions:

 

        328,012,137

  
 

Broker Non-Votes:

 

     1,080,224,883

  
      
 

Concerning Media Response on Equatorial Guinea

 

Votes Cast For:

 

        298,608,408

7.6%

 
 

Votes Cast Against:

 

     3,640,961,125

92.4%

 
 

Abstentions:

 

        420,319,746

  
 

Broker Non-Votes:

 

     1,080,224,883

  
      

-27-



 

Concerning Board Chairman and CEO

 

Votes Cast For:

 

     1,149,721,763

27.1%

 
 

Votes Cast Against:

 

     3,085,462,703

72.9%

 
 

Abstentions:

 

        124,704,813

  
 

Broker Non-Votes:

 

     1,080,224,883

  
      
 

Concerning Executive Compensation

 

Votes Cast For:

 

        249,657,844

5.9%

 
 

Votes Cast Against:

 

     4,014,130,040

94.1%

 
 

Abstentions:

 

          96,101,395

  
 

Broker Non-Votes:

 

     1,080,224,883

  
      
 

Concerning Equity Compensation Report

 

Votes Cast For:

 

        289,408,452

7.0%

 
 

Votes Cast Against:

 

     3,872,008,399

93.0%

 
 

Abstentions:

 

        198,472,428

  
 

Broker Non-Votes:

 

     1,080,224,883

  
      
 

Concerning Amendment of EEO Policy

 

Votes Cast For:

 

     1,148,565,138

28.9%

 
 

Votes Cast Against:

 

     2,820,260,570

71.1%

 
 

Abstentions:

 

        391,063,571

  
 

Broker Non-Votes:

 

     1,080,224,883

  
      
 

Concerning Climate Science Report

 

Votes Cast For:

 

        352,637,817

8.8%

 
 

Votes Cast Against:

 

     3,663,950,331

91.2%

 
 

Abstentions:

 

        343,301,131

  
 

Broker Non-Votes:

 

     1,080,224,883

  


See also pages 7 through 10, the section entitled "Director Relationships" on page 11, and pages 27 through 46 of the registrant's definitive proxy statement dated April 14, 2004.



-28-


Item 6.  Exhibits and Reports on Form 8-K


a)

Exhibits


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

  Accounting Officer.


31.3

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

  Financial 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 Accounting Officer.


32.3

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

  Principal Financial Officer.


10(iii)(c)

2004 Non-Employee Director Restricted Stock Plan (incorporated by reference

  to Appendix B to the Proxy Statement of Exxon Mobil Corporation dated

  April 14, 2004).


b)

Reports on Form 8-K


On April 29, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9, and also pursuant to Item 12, its News Release, dated April 29, 2004, announcing first quarter results and the information in the related 1Q04 Investor Relations Data Summary.


On July 29, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9, and also pursuant to Item 12, its News Release, dated July 29, 2004, announcing second quarter results and the information in the related 2Q04 Investor Relations Data Summary.



Reports listed above as “furnished” under Item 9 and Item 12 are not deemed “filed” with the SEC and are not incorporated by reference herein or in any other SEC filings.



-29-






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: August 6, 2004  

By:   /s/  Patrick T. Mulva                        

        Name:  Patrick T. Mulva

           

        Title:     Vice President, Controller and

                      Principal Accounting Officer




-30-




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 Accounting Officer.


31.3

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

  Principal Financial 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

 

   Accounting Officer.


32.3

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

 

   Financial Officer.


10(iii)(c)

2004 Non-Employee Director Restricted Stock Plan (incorporated by reference

  to Appendix B to the Proxy Statement of Exxon Mobil Corporation dated

  April 14, 2004).






-31-


Exxon Mobil Corporation 10-Q

EXHIBIT 31.1


Certification by Lee R. Raymond

Pursuant to Securities Exchange Act Rule 13a-14(a)


I, Lee R. Raymond, certify that:


1.

I have reviewed this quarterly report on Form 10-Q of Exxon Mobil Corporation;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

[Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]


(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: August 6, 2004

/s/ Lee R. Raymond                  

Lee R. Raymond

Chief Executive Officer





Exxon Mobil Corporation 10-Q

EXHIBIT 31.2


Certification by Patrick T. Mulva

Pursuant to Securities Exchange Act Rule 13a-14(a)


I, Patrick T. Mulva, certify that:


1.

I have reviewed this quarterly report on Form 10-Q of Exxon Mobil Corporation;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

[Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]


(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: August 6, 2004

/s/ Patrick T. Mulva               

Patrick T. Mulva

Vice President and Controller

(Principal Accounting Officer)





Exxon Mobil Corporation 10-Q

EXHIBIT 31.3


Certification by Donald D. Humphreys

Pursuant to Securities Exchange Act Rule 13a-14(a)


I, Donald D. Humphreys, certify that:


1.

I have reviewed this quarterly report on Form 10-Q of Exxon Mobil Corporation;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

[Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]


(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: August 6, 2004

/s/ Donald D. Humphreys             

Donald D. Humphreys

Vice President and Treasurer

(Principal Financial Officer)





Exxon Mobil Corporation 10-Q

EXHIBIT 32.1



Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350


For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Lee R. Raymond, the chief executive officer of Exxon Mobil Corporation (the “Company”), hereby certifies that, to his knowledge:


(i)

the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 6, 2004

/s/ Lee R. Raymond                 

Lee R. Raymond

Chief Executive Officer





A signed original of this written statement required by Section 906 has been provided to Exxon Mobil Corporation and will be retained by Exxon Mobil Corporation and furnished to the Securities and Exchange Commission or its staff upon request.





Exxon Mobil Corporation 10-Q

EXHIBIT 32.2



Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350


For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Patrick T. Mulva, the principal accounting officer of Exxon Mobil Corporation (the “Company”), hereby certifies that, to his knowledge:


(i)

the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 6, 2004

/s/ Patrick T. Mulva                

Patrick T. Mulva

Vice President and Controller

(Principal Accounting Officer)





A signed original of this written statement required by Section 906 has been provided to Exxon Mobil Corporation and will be retained by Exxon Mobil Corporation and furnished to the Securities and Exchange Commission or its staff upon request.





Exxon Mobil Corporation 10-Q

EXHIBIT 32.3



Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350


For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Donald D. Humphreys, the principal financial officer of Exxon Mobil Corporation (the “Company”), hereby certifies that, to his knowledge:


(i)

the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 6, 2004

/s/ Donald D. Humphreys              

Donald D. Humphreys

Vice President and Treasurer

(Principal Financial Officer)





A signed original of this written statement required by Section 906 has been provided to Exxon Mobil Corporation and will be retained by Exxon Mobil Corporation and furnished to the Securities and Exchange Commission or its staff upon request.