SEC Filing | Exxon Mobil Corporation

View:

Download DOC

Download PDF

Download XLS

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, 2007

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to________

Commission File Number 1-2256

EXXON MOBIL CORPORATION

(Exact name of registrant as specified in its charter)

NEW JERSEY 13-5409005

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification Number)

5959 Las Colinas Boulevard, Irving, Texas 75039-2298

(Address of principal executive offices) (Zip Code)

(972) 444-1000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

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

Large accelerated filer X Accelerated filer Non-accelerated filer

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

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

Class Outstanding as of June 30, 2007

Common stock, without par value 5,546,261,560

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

TABLE OF CONTENTS

Page

Number

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Statement of Income

Three and six months ended June 30, 2007 and 2006

Condensed Consolidated Balance Sheet

As of June 30, 2007 and December 31, 2006

Condensed Consolidated Statement of Cash Flows

Six months ended June 30, 2007 and 2006

Notes to Condensed Consolidated Financial Statements

6-16

Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

17-21

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

22-23

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 4.

Submission of Matters to a Vote of Security Holders

24-26

Item 6.

Exhibits

Signature

Index to Exhibits

-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,
		2007		2006		2007		2006
REVENUES AND OTHER INCOME
Sales and other operating revenue (1)	$	95,059	$	96,024	$	179,233	$	182,341
Income from equity affiliates		2,015		1,687		3,930		3,487
Other income		1,276		1,323		2,410		2,186
Total revenues and other income		98,350		99,034		185,573		188,014

COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases		47,627		48,180		87,669		91,001
Production and manufacturing expenses		7,678		7,416		14,961		14,840
Selling, general and administrative expenses		3,788		3,557		7,180		7,023
Depreciation and depletion		2,994		2,760		5,936		5,404
Exploration expenses, including dry holes		353		176		625		458
Interest expense		96		107		199		272
Sales-based taxes (1)		7,810		8,211		15,094		15,875
Other taxes and duties		9,888		10,170		19,479		19,043
Income applicable to minority interests		188		253		438		435
Total costs and other deductions		80,422		80,830		151,581		154,351

INCOME BEFORE INCOME TAXES		17,928		18,204		33,992		33,663
Income taxes		7,668		7,844		14,452		14,903
NET INCOME	$	10,260	$	10,360	$	19,540	$	18,760


NET INCOME PER COMMON SHARE (dollars)	$	1.85	$	1.74	$	3.49	$	3.12

NET INCOME PER COMMON SHARE
- ASSUMING DILUTION (dollars)	$	1.83	$	1.72	$	3.45	$	3.09


DIVIDENDS PER COMMON SHARE (dollars)	$	0.35	$	0.32	$	0.67	$	0.64


(1) Sales-based taxes included in sales and other
operating revenue	$	7,810	$	8,211	$	15,094	$	15,875


The information in the Notes to Condensed Consolidated Financial Statements
is an integral part of these statements.

-3-

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)


	June 30,				Dec. 31,
	2007				2006
ASSETS
Current assets
Cash and cash equivalents		$	28,959			$	28,244
Cash and cash equivalents - restricted (note 3)			4,604				4,604
Notes and accounts receivable - net			30,315				28,942
Inventories
Crude oil, products and merchandise			10,866				8,979
Materials and supplies			2,029				1,735
Prepaid taxes and expenses			3,947				3,273
Total current assets			80,720				75,777
Property, plant and equipment - net			116,058				113,687
Investments and other assets			31,537				29,551

TOTAL ASSETS		$	228,315			$	219,015

LIABILITIES
Current liabilities
Notes and loans payable		$	2,033			$	1,702
Accounts payable and accrued liabilities			41,247				39,082
Income taxes payable			8,636				8,033
Total current liabilities			51,916				48,817
Long-term debt			6,757				6,645
Deferred income tax liabilities			21,548				20,851
Other long-term liabilities			31,744				28,858

TOTAL LIABILITIES			111,965				105,171

Commitments and contingencies (note 3)

SHAREHOLDERS' EQUITY
Common stock, without par value:
Authorized: 9,000 million shares
Issued: 8,019 million shares			4,795				4,786
Earnings reinvested			211,283				195,207
Accumulated other comprehensive income
Cumulative foreign exchange translation adjustment			5,381				3,733
Postretirement benefits reserves adjustment			(6,655	)			(6,495	)
Common stock held in treasury:
2,473 million shares at June 30, 2007			(98,454	)
2,290 million shares at December 31, 2006							(83,387	)

TOTAL SHAREHOLDERS' EQUITY			116,350				113,844

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	228,315			$	219,015

The number of shares of common stock issued and outstanding at June 30, 2007 and
December 31, 2006 were 5,546,261,560 and 5,728,702,212, respectively.


The information in the Notes to Condensed Consolidated Financial Statements
is an integral part of these statements.

-4-

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)


		Six Months Ended
		June 30,
			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	19,540		$	18,760
Depreciation and depletion			5,936			5,404
Changes in operational working capital, excluding cash and debt			(366	)		1,002
All other items - net			494			761

Net cash provided by operating activities			25,604			25,927

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment			(6,892	)		(7,586	)
Sales of subsidiaries, investments, and property, plant and equipment			1,673			1,450
Other investing activities - net			(1,104	)		(640	)

Net cash used in investing activities			(6,323	)		(6,776	)

CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt			99			72
Reductions in long-term debt			(75	)		(27	)
Additions/(reductions) in short-term debt - net			246			106
Cash dividends to ExxonMobil shareholders			(3,786	)		(3,883	)
Cash dividends to minority interests			(142	)		(125	)
Changes in minority interests and sales/(purchases)
of affiliate stock			(319	)		(252	)
Tax benefits related to stock-based awards			237			128
Net ExxonMobil shares acquired			(15,421	)		(12,394	)

Net cash used in financing activities			(19,161	)		(16,375	)

Effects of exchange rate changes on cash			595			666

Increase/(decrease) in cash and cash equivalents			715			3,442
Cash and cash equivalents at beginning of period			28,244			28,671
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	28,959		$	32,113

SUPPLEMENTAL DISCLOSURES
Income taxes paid		$	12,382		$	12,221
Cash interest paid		$	246		$	988


	The information in the Notes to Condensed Consolidated Financial Statements
	is an integral part of these statements.

-5-

EXXON MOBIL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Financial Statement Preparation

These unaudited condensed consolidated financial statements should be read in the context of the consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in the Corporation's 2006 Annual Report on Form 10-K. In the opinion of the Corporation, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein. All such adjustments are of a normal recurring nature. The Corporation's exploration and production activities are accounted for under the "successful efforts" method.

Accounting Change for Uncertainty in Income Taxes

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

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

The unrecognized tax benefits described above will not be included in the Corporation's annual Form 10-K contractual obligations table because the Corporation is unable to make reasonably reliable estimates of the timing of cash settlements with the respective taxing authorities. The total amount of unrecognized tax benefits will be disclosed in a footnote to the contractual obligations table.

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


Country of Operation	Open Tax Years

Abu Dhabi		2000-2006
Angola		2002-2006
Australia		2000-2006
Canada		1990-2006
Equatorial Guinea		1996-2006
Germany		1998-2006
Japan		2002-2006
Malaysia		1983-2006
Nigeria		1998-2006
Norway		1993-2006
United Kingdom		2002-2006
United States		1989-2006

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

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

-6-

Litigation and Other Contingencies

Litigation

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

A number of lawsuits, including class actions, were brought in various courts against Exxon Mobil Corporation and certain of its subsidiaries relating to the accidental release of crude oil from the tanker Exxon Valdez in 1989. All the compensatory claims have been resolved and paid. All of the punitive damage claims were consolidated in the civil trial that began in 1994. The first judgment from the United States District Court for the District of Alaska in the amount of $5 billion was vacated by the United States Court of Appeals for the Ninth Circuit as being excessive under the Constitution. The second judgment in the amount of $4 billion was vacated by the Ninth Circuit panel without argument and sent back for the District Court to reconsider in light of the recent U.S. Supreme Court decision in Campbell v. State Farm. The most recent District Court judgment for punitive damages was for $4.5 billion plus interest an d was entered in January 2004. The Corporation posted a $5.4 billion letter of credit. ExxonMobil and the plaintiffs appealed this decision to the Ninth Circuit, which ruled on December 22, 2006, that the award be reduced to $2.5 billion. On January 12, 2007, ExxonMobil petitioned the Ninth Circuit Court of Appeals for a rehearing en banc of its appeal. On May 23, 2007, with two dissenting opinions, the Ninth Circuit determined not to re-hear ExxonMobil's appeal before the full court. ExxonMobil will now proceed with a petition for writ of certiorari to the U.S. Supreme Court. While it is reasonably possible that a liability for punitive damages may have been incurred from the Exxon Valdez grounding, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability.

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

-7-

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

Tax issues for 1989 to 1993 remain pending before the U.S. Tax Court. The ultimate resolution of these issues is not expected to have a materially adverse effect upon the Corporation’s operations or financial condition.

Other Contingencies

As of June 30, 2007

Equity

Other

Company

Third Party

Obligations

Total

(millions of dollars)

Total guarantees

4,030

739

4,769

The Corporation and certain of its consolidated subsidiaries were contingently liable at June 30, 2007, for $4,769 million, primarily relating to guarantees for notes, loans and performance under contracts. Included in this amount were guarantees by consolidated affiliates of $4,030 million, representing ExxonMobil’s share of obligations of certain equity companies. These guarantees are not reasonably likely to have a material effect on the Corporation’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Additionally, the Corporation and its affiliates have numerous long-term sales and purchase commitments in their various business activities, all of which are expected to be fulfilled with no adverse consequences material to the Corporation’s operations or financial condition. The Corporation's outstanding unconditional purchase obligations at June 30, 2007, were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.

The operations and earnings of the Corporation and its affiliates throughout the world have been, and may in the future be, affected from time to time in varying degree by political developments and laws and regulations, such as forced divestiture of assets; restrictions on production, imports and exports; price controls; tax increases and retroactive tax claims; expropriation of property; cancellation of contract rights and environmental regulations. Both the likelihood of such occurrences and their overall effect upon the Corporation vary greatly from country to country and are not predictable.

In accordance with a nationalization decree issued by Venezuela's President Chavez in February of this year, a subsidiary of the Venezuelan National Oil Company (PdVSA) assumed the operatorship of the Cerro Negro heavy oil development on May 1, 2007. This development had been operated and owned by ExxonMobil affiliates holding a 41.67 percent ownership interest in the project. ExxonMobil's net investment in Cerro Negro producing assets is about $750 million, which is less than one percent of ExxonMobil's worldwide property, plant and equipment.

The decree also required conversion of the Cerro Negro project into a "mixed enterprise" structure and an increase in PdVSA's or another Venezuelan state-owned oil company's ownership interest in the project, with the stipulation that if an agreement was not reached for the formation of the mixed enterprise during a specified period of time, the government would "directly take on the activities" carried out by the joint venture. ExxonMobil's affiliate was not able to reach agreement on the formation of a mixed enterprise and on June 27, 2007, the government took over ExxonMobil's 41.67 percent interest in the Cerro Negro project. Discussions with Venezuelan authorities over the compensation to be paid to ExxonMobil have not yet been completed. At this time the net impact of this matter on the Corporation's consolidated financial results cannot be reasonably estimated. However, the Corpo ration does not expect the resolution to have a material effect upon the Corporation's operations or financial condition.

-8-

Comprehensive Income


	Three Months Ended								Six Months Ended
	June 30,								June 30,
		2007			2006					2007			2006
	(millions of dollars)

Net income	$	10,260		$		10,360		$		19,540		$		18,760
Other comprehensive income
(net of income taxes)
Foreign exchange translation adjustment		1,225				1,476				1,648				1,890
Postretirement benefits reserves adjustment
(excluding amortization)		(167	)			0				(575	)			0
Amortization of postretirement benefits reserves
adjustment included in net periodic benefit costs		214				0				415				0
Minimum pension liability adjustment
(before December 31, 2006, adoption of FAS 158)		0				(81	)			0				(98	)
Total comprehensive income	$	11,532		$		11,755		$		21,028		$		20,552

Earnings Per Share


	Three Months Ended				Six Months Ended
	June 30,				June 30,
		2007		2006		2007		2006

NET INCOME PER COMMON SHARE
Net income (millions of dollars)	$	10,260	$	10,360	$	19,540	$	18,760

Weighted average number of common shares
outstanding (millions of shares)		5,555		5,971		5,603		6,019

Net income per common share (dollars)	$	1.85	$	1.74	$	3.49	$	3.12

NET INCOME PER COMMON SHARE
- ASSUMING DILUTION
Net income (millions of dollars)	$	10,260	$	10,360	$	19,540	$	18,760

Weighted average number of common shares
outstanding (millions of shares)		5,555		5,971		5,603		6,019
Effect of employee stock-based awards		65		59		62		57
Weighted average number of common shares
outstanding - assuming dilution		5,620		6,030		5,665		6,076

Net income per common share
- assuming dilution (dollars)	$	1.83	$	1.72	$	3.45	$	3.09

-9-

Pension and Other Postretirement Benefits


	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2007			2006			2007			2006
	(millions of dollars)
Pension Benefits - U.S.
Components of net benefit cost
Service cost	$	93		$	83		$	190		$	168
Interest cost		172			158			344			317
Expected return on plan assets		(212	)		(155	)		(422	)		(312	)
Amortization of actuarial loss/(gain)
and prior service cost		67			67			134			136
Net pension enhancement and
curtailment/settlement cost		48			40			95			79
Net benefit cost	$	168		$	193		$	341		$	388


Pension Benefits - Non-U.S.
Components of net benefit cost
Service cost	$	112		$	107		$	221		$	210
Interest cost		247			221			484			436
Expected return on plan assets		(270	)		(245	)		(533	)		(482	)
Amortization of actuarial loss/(gain)
and prior service cost		111			127			223			253
Net pension enhancement and
curtailment/settlement cost		9			1			9			2
Net benefit cost	$	209		$	211		$	404		$	419


Other Postretirement Benefits
Components of net benefit cost
Service cost	$	30		$	19		$	57		$	37
Interest cost		98			75			210			152
Expected return on plan assets		(8	)		(10	)		(23	)		(20	)
Amortization of actuarial loss/(gain)
and prior service cost		80			53			158			106
Net benefit cost	$	200		$	137		$	402		$	275

-10-

Disclosures about Segments and Related Information


	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2007			2006			2007			2006
	(millions of dollars)
EARNINGS AFTER INCOME TAX
Upstream
United States	$	1,222		$	1,644		$	2,399		$	2,924
Non-U.S.		4,731			5,490			9,595			10,593
Downstream
United States		1,745			1,354			2,584			2,033
Non-U.S.		1,648			1,131			2,721			1,723
Chemical
United States		204			189			550			518
Non-U.S.		809			651			1,699			1,271
All other		(99	)		(99	)		(8	)		(302	)
Corporate total	$	10,260		$	10,360		$	19,540		$	18,760

SALES AND OTHER OPERATING REVENUE (1)
Upstream
United States	$	1,436		$	1,400		$	2,798		$	3,177
Non-U.S.		5,303			8,262			10,796			15,801
Downstream
United States		25,645			25,656			46,905			46,784
Non-U.S.		53,472			52,277			101,113			99,981
Chemical
United States		3,460			3,260			6,649			6,485
Non-U.S.		5,740			5,165			10,964			10,105
All other		3			4			8			8
Corporate total	$	95,059		$	96,024		$	179,233		$	182,341

(1) Includes sales-based taxes

INTERSEGMENT REVENUE
Upstream
United States	$	1,780		$	2,085		$	3,343		$	3,939
Non-U.S.		11,670			10,350			22,265			19,224
Downstream
United States		3,561			3,294			6,343			6,076
Non-U.S.		12,885			12,349			23,826			23,332
Chemical
United States		2,217			2,100			3,914			3,923
Non-U.S.		2,166			1,816			3,688			3,398
All other		90			64			169			132

-11-

Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries

Exxon Mobil Corporation has fully and unconditionally guaranteed the deferred interest debentures due 2012 ($1,639 million long-term at June 30, 2007) and the debt securities due 2007-2011 ($52 million long-term and $13 million short-term) of SeaRiver Maritime Financial Holdings, Inc., a 100 percent owned subsidiary of Exxon Mobil Corporation.

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


				SeaRiver
	Exxon Mobil			Maritime							Consolidating
	Corporation			Financial							and
	Parent			Holdings,				All Other			Eliminating
	Guarantor			Inc.				Subsidiaries			Adjustments				Consolidated
	(millions of dollars)

Condensed consolidated statement of income for three months ended June 30, 2007
Revenues and other income
Sales and other operating revenue,
including sales-based taxes	$	4,142	$		-		$		90,917	$		-		$		95,059
Income from equity affiliates		10,151			(1	)			1,999			(10,134	)			2,015
Other income		60			-				1,216			-				1,276
Intercompany revenue		9,467			25				85,939			(95,431	)			-
Total revenues and other income		23,820			24				180,071			(105,565	)			98,350
Costs and other deductions
Crude oil and product purchases		8,619			-				127,760			(88,752	)			47,627
Production and manufacturing
expenses		1,833			-				7,155			(1,310	)			7,678
Selling, general and administrative
expenses		681			-				3,311			(204	)			3,788
Depreciation and depletion		397			-				2,597			-				2,994
Exploration expenses, including dry
holes		42			-				311			-				353
Interest expense		1,570			51				3,844			(5,369	)			96
Sales-based taxes		-			-				7,810			-				7,810
Other taxes and duties		11			-				9,877			-				9,888
Income applicable to minority interests		-			-				188			-				188
Total costs and other deductions		13,153			51				162,853			(95,635	)			80,422
Income before income taxes		10,667			(27	)			17,218			(9,930	)			17,928
Income taxes		407			(9	)			7,270			-				7,668
Net income	$	10,260	$		(18	)	$		9,948	$		(9,930	)	$		10,260

-12-


				SeaRiver
	Exxon Mobil			Maritime							Consolidating
	Corporation			Financial							and
	Parent			Holdings,				All Other			Eliminating
	Guarantor			Inc.				Subsidiaries			Adjustments				Consolidated
	(millions of dollars)

Condensed consolidated statement of income for three months ended June 30, 2006
Revenues and other income
Sales and other operating revenue,
including sales-based taxes	$	3,929	$		-		$		92,095	$		-		$		96,024
Income from equity affiliates		9,901			3				1,685			(9,902	)			1,687
Other income		217			-				1,106			-				1,323
Intercompany revenue		11,047			23				84,441			(95,511	)			-
Total revenues and other income		25,094			26				179,327			(105,413	)			99,034
Costs and other deductions
Crude oil and product purchases		10,273			-				128,037			(90,130	)			48,180
Production and manufacturing
expenses		1,752			-				6,951			(1,287	)			7,416
Selling, general and administrative
expenses		669			-				3,039			(151	)			3,557
Depreciation and depletion		342			-				2,418			-				2,760
Exploration expenses, including dry
holes		49			-				127			-				176
Interest expense		1,083			46				2,924			(3,946	)			107
Sales-based taxes		-			-				8,211			-				8,211
Other taxes and duties		10			-				10,160			-				10,170
Income applicable to minority interests		-			-				253			-				253
Total costs and other deductions		14,178			46				162,120			(95,514	)			80,830
Income before income taxes		10,916			(20	)			17,207			(9,899	)			18,204
Income taxes		556			(8	)			7,296			-				7,844
Net income	$	10,360	$		(12	)	$		9,911	$		(9,899	)	$		10,360


Condensed consolidated statement of income for six months ended June 30, 2007
Revenues and other income
Sales and other operating revenue,
including sales-based taxes	$	7,999	$	-		$	171,234	$	-		$	179,233
Income from equity affiliates		19,318		6			3,903		(19,297	)		3,930
Other income		282		-			2,128		-			2,410
Intercompany revenue		17,748		51			163,828		(181,627	)		-
Total revenues and other income		45,347		57			341,093		(200,924	)		185,573
Costs and other deductions
Crude oil and product purchases		16,499		-			240,006		(168,836	)		87,669
Production and manufacturing
expenses		3,547		-			13,947		(2,533	)		14,961
Selling, general and administrative
expenses		1,272		-			6,297		(389	)		7,180
Depreciation and depletion		785		-			5,151		-			5,936
Exploration expenses, including dry
holes		142		-			483		-			625
Interest expense		3,016		101			7,332		(10,250	)		199
Sales-based taxes		-		-			15,094		-			15,094
Other taxes and duties		24		-			19,455		-			19,479
Income applicable to minority interests		-		-			438		-			438
Total costs and other deductions		25,285		101			308,203		(182,008	)		151,581
Income before income taxes		20,062		(44	)		32,890		(18,916	)		33,992
Income taxes		522		(17	)		13,947		-			14,452
Net income	$	19,540	$	(27	)	$	18,943	$	(18,916	)	$	19,540

-13-


				SeaRiver
	Exxon Mobil			Maritime							Consolidating
	Corporation			Financial							and
	Parent			Holdings,				All Other			Eliminating
	Guarantor			Inc.				Subsidiaries			Adjustments				Consolidated
	(millions of dollars)

Condensed consolidated statement of income for six months ended June 30, 2006
Revenues and other income
Sales and other operating revenue,
including sales-based taxes	$	8,150	$		-		$		174,191	$		-		$		182,341
Income from equity affiliates		18,344			12				3,482			(18,351	)			3,487
Other income		408			-				1,778			-				2,186
Intercompany revenue		19,816			43				162,244			(182,103	)			-
Total revenues and other income		46,718			55				341,695			(200,454	)			188,014
Costs and other deductions
Crude oil and product purchases		18,727			-				244,236			(171,962	)			91,001
Production and manufacturing
expenses		3,789			-				13,567			(2,516	)			14,840
Selling, general and administrative
expenses		1,355			-				5,959			(291	)			7,023
Depreciation and depletion		653			-				4,751			-				5,404
Exploration expenses, including dry
holes		155			-				303			-				458
Interest expense		2,076			91				5,445			(7,340	)			272
Sales-based taxes		-			-				15,875			-				15,875
Other taxes and duties		16			-				19,027			-				19,043
Income applicable to minority interests		-			-				435			-				435
Total costs and other deductions		26,771			91				309,598			(182,109	)			154,351
Income before income taxes		19,947			(36	)			32,097			(18,345	)			33,663
Income taxes		1,187			(17	)			13,733			-				14,903
Net income	$	18,760	$		(19	)	$		18,364	$		(18,345	)	$		18,760

-14-


				SeaRiver
	Exxon Mobil			Maritime					Consolidating
	Corporation			Financial					and
	Parent			Holdings,			All Other		Eliminating
	Guarantor			Inc.			Subsidiaries		Adjustments			Consolidated
	(millions of dollars)

Condensed consolidated balance sheet as of June 30, 2007
Cash and cash equivalents	$	6,272		$	-		$	22,687	$	-		$	28,959
Cash and cash equivalents - restricted		-			-			4,604		-			4,604
Notes and accounts receivable - net		4,159			6			28,253		(2,103	)		30,315
Inventories		1,383			-			11,512		-			12,895
Prepaid taxes and expenses		459			-			3,488		-			3,947
Total current assets		12,273			6			70,544		(2,103	)		80,720
Property, plant and equipment - net		16,397			-			99,661		-			116,058
Investments and other assets		225,671			429			409,650		(604,213	)		31,537
Intercompany receivables		10,527			1,918			461,048		(473,493	)		-
Total assets	$	264,868		$	2,353		$	1,040,903	$	(1,079,809	)	$	228,315

Notes and loan payables	$	135		$	13		$	1,885	$	-		$	2,033
Accounts payable and accrued liabilities		2,807			1			38,439		-			41,247
Income taxes payable		-			-			10,739		(2,103	)		8,636
Total current liabilities		2,942			14			51,063		(2,103	)		51,916
Long-term debt		276			1,691			4,790		-			6,757
Deferred income tax liabilities		1,679			227			19,642		-			21,548
Other long-term liabilities		11,773			-			19,971		-			31,744
Intercompany payables		131,848			383			341,262		(473,493	)		-
Total liabilities		148,518			2,315			436,728		(475,596	)		111,965

Earnings reinvested		211,283			(431	)		163,152		(162,721	)		211,283
Other shareholders' equity		(94,933	)		469			441,023		(441,492	)		(94,933	)
Total shareholders' equity		116,350			38			604,175		(604,213	)		116,350
Total liabilities and
shareholders' equity	$	264,868		$	2,353		$	1,040,903	$	(1,079,809	)	$	228,315


Condensed consolidated balance sheet as of December 31, 2006
Cash and cash equivalents	$	6,355		$	-		$	21,889	$	-		$	28,244
Cash and cash equivalents - restricted		-			-			4,604		-			4,604
Notes and accounts receivable - net		2,057			-			26,885		-			28,942
Inventories		1,213			-			9,501		-			10,714
Prepaid taxes and expenses		357			-			2,916		-			3,273
Total current assets		9,982			-			65,795		-			75,777
Property, plant and equipment - net		16,730			-			96,957		-			113,687
Investments and other assets		201,257			423			415,910		(588,039	)		29,551
Intercompany receivables		16,501			1,883			435,221		(453,605	)		-
Total assets	$	244,470		$	2,306		$	1,013,883	$	(1,041,644	)	$	219,015

Notes and loan payables	$	90		$	13		$	1,599	$	-		$	1,702
Accounts payable and accrued liabilities		3,025			1			36,056		-			39,082
Income taxes payable		548			1			7,484		-			8,033
Total current liabilities		3,663			15			45,139		-			48,817
Long-term debt		274			1,602			4,769		-			6,645
Deferred income tax liabilities		1,975			237			18,639		-			20,851
Other long-term liabilities		8,044			-			20,814		-			28,858
Intercompany payables		116,670			387			336,548		(453,605	)		-
Total liabilities		130,626			2,241			425,909		(453,605	)		105,171

Earnings reinvested		195,207			(404	)		144,607		(144,203	)		195,207
Other shareholders' equity		(81,363	)		469			443,367		(443,836	)		(81,363	)
Total shareholders' equity		113,844			65			587,974		(588,039	)		113,844
Total liabilities and
shareholders' equity	$	244,470		$	2,306		$	1,013,883	$	(1,041,644	)	$	219,015

-15-


				SeaRiver
	Exxon Mobil			Maritime						Consolidating
	Corporation			Financial						and
	Parent			Holdings,			All Other			Eliminating
	Guarantor			Inc.			Subsidiaries			Adjustments			Consolidated
	(millions of dollars)

Condensed consolidated statement of cash flows for six months ended June 30, 2007
Cash provided by/(used in) operating
activities	$	1,135		$	39		$	24,879		$	(449	)	$	25,604
Cash flows from investing activities
Additions to property, plant and
equipment		(622	)		-			(6,270	)		-			(6,892	)
Sales of long-term assets		156			-			1,517			-			1,673
Net intercompany investing		18,178			(35	)		(18,189	)		46			-
All other investing, net		-			-			(1,104	)		-			(1,104	)
Net cash provided by/(used in)
investing activities		17,712			(35	)		(24,046	)		46			(6,323	)
Cash flows from financing activities
Additions to long-term debt		-			-			99			-			99
Reductions in long-term debt		-			-			(75	)		-			(75	)
Additions/(reductions) in short-term
debt - net		40			-			206			-			246
Cash dividends		(3,786	)		-			(449	)		449			(3,786	)
Net ExxonMobil shares sold/(acquired)		(15,421	)		-			-			-			(15,421	)
Net intercompany financing activity		-			(4	)		50			(46	)		-
All other financing, net		237			-			(461	)		-			(224	)
Net cash provided by/(used in)
financing activities		(18,930	)		(4	)		(630	)		403			(19,161	)
Effects of exchange rate changes
on cash		-			-			595			-			595
Increase/(decrease) in cash and cash
equivalents	$	(83	)	$	-		$	798		$	-		$	715


Condensed consolidated statement of cash flows for six months ended June 30, 2006
Cash provided by/(used in) operating
activities	$	1,687		$	54		$	25,330		$	(1,144	)	$	25,927
Cash flows from investing activities
Additions to property, plant and
equipment		(755	)		-			(6,831	)		-			(7,586	)
Sales of long-term assets		96			-			1,354			-			1,450
Net intercompany investing		12,576			(55	)		(12,611	)		90			-
All other investing, net		-			-			(640	)		-			(640	)
Net cash provided by/(used in)
investing activities		11,917			(55	)		(18,728	)		90			(6,776	)
Cash flows from financing activities
Additions to long-term debt		-			-			72			-			72
Reductions in long-term debt		-			-			(27	)		-			(27	)
Additions/(reductions) in short-term
debt - net		(122	)		-			228			-			106
Cash dividends		(3,883	)		-			(1,144	)		1,144			(3,883	)
Net ExxonMobil shares sold/(acquired)		(12,394	)		-			-			-			(12,394	)
Net intercompany financing activity		-			1			89			(90	)		-
All other financing, net		128			-			(377	)		-			(249	)
Net cash provided by/(used in)
financing activities		(16,271	)		1			(1,159	)		1,054			(16,375	)
Effects of exchange rate changes
on cash		-			-			666			-			666
Increase/(decrease) in cash and cash
equivalents	$	(2,667	)	$	-		$	6,109		$	-		$	3,442

-16-

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
		2007			2006			2007			2006
		(millions of dollars)
Net Income (U.S. GAAP)
Upstream
United States	$	1,222		$	1,644		$	2,399		$	2,924
Non-U.S.		4,731			5,490			9,595			10,593
Downstream
United States		1,745			1,354			2,584			2,033
Non-U.S.		1,648			1,131			2,721			1,723
Chemical
United States		204			189			550			518
Non-U.S.		809			651			1,699			1,271
Corporate and financing		(99	)		(99	)		(8	)		(302	)
Net Income (U.S. GAAP)	$	10,260		$	10,360		$	19,540		$	18,760


Net income per common share (dollars)	$	1.85		$	1.74		$	3.49		$	3.12
Net income per common share
- assuming dilution (dollars)	$	1.83		$	1.72		$	3.45		$	3.09

REVIEW OF SECOND QUARTER AND FIRST SIX MONTHS 2007 RESULTS

Exxon Mobil Corporation reported second quarter 2007 net income of $10,260 million. Earnings per share were up 6 percent from the second quarter of 2006 to $1.83 reflecting the reduced number of shares outstanding. Lower natural gas realizations were mostly offset by higher refining, marketing and chemical margins. Excluding cumulative entitlement and divestment impacts, as well as OPEC quota effects, liquids production increased by 5 percent.

__________________________________________________________

Record first half net income of $19,540 million increased by 4 percent versus 2006. Earnings per share of $3.45 increased by 12 percent due to strong earnings and the reduction in the number of shares outstanding. Excluding cumulative entitlement and divestment impacts, as well as OPEC quota effects, liquids production increased by 6 percent.


	Second Quarter				First Six Months
	2007		2006		2007		2006
	(millions of dollars)
Upstream earnings
United States	$	1,222	$	1,644	$	2,399		$	2,924
Non-U.S.		4,731		5,490		9,595			10,593
Total	$	5,953	$	7,134	$	11,994		$	13,517

Upstream earnings in the second quarter of 2007 were $5,953 million, down $1,181 million from 2006, primarily reflecting lower gas realizations, lower gains on asset sales and the absence of prior period tax items. On an oil-equivalent basis, production decreased by 1 percent from the second quarter of 2006. Excluding the cumulative impact of entitlements and divestments, as well as OPEC quota effects, production was up nearly 4 percent.

Liquids production of 2,668 kbd (thousands of barrels per day) was 34 kbd lower. Mature field decline was partly offset by increased production from projects in Russia and Qatar. Excluding cumulative entitlement and divestment effects, as well as OPEC quota impacts, liquids production increased by 5 percent.

-17-

Second quarter natural gas production was 8,711 mcfd (millions of cubic feet per day) compared with 8,754 mcfd last year. The impact of mature field decline and lower European demand was offset by higher volumes from projects in Qatar, Canada and Malaysia and the absence of planned maintenance activity in 2006. Excluding cumulative entitlement and divestment effects natural gas production increased by nearly 1 percent.

Earnings from U.S. Upstream operations were $1,222 million, $422 million lower than the second quarter of 2006. Non-U.S. Upstream earnings were $4,731 million, down $759 million from 2006.

__________________________________________________________

Upstream earnings for the first six months of 2007 were $11,994 million, a decrease of $1,523 million from 2006 due to lower liquids and natural gas realizations and lower gains from asset sales. On an oil-equivalent basis, production decreased 2 percent from last year. Excluding cumulative entitlement and divestment effects, as well as OPEC quota impacts, production increased by 2 percent.

Liquids production of 2,707 kbd increased by 7 kbd from 2006. Higher production from projects in West Africa and Russia was partly offset by mature field decline. Excluding cumulative entitlement and divestment effects, as well as OPEC quota impacts, liquids production increased 6 percent.

Natural gas production of 9,409 mcfd decreased 549 mcfd from 2006. Lower volumes from mature field decline and lower European demand were partly offset by projects in Qatar, Canada and Malaysia.

Earnings from U.S. Upstream operations for 2007 were $2,399 million, a decrease of $525 million. Earnings outside the U.S. were $9,595 million, $998 million lower than 2006.


	Second Quarter				First Six Months
	2007		2006		2007		2006
	(millions of dollars)
Downstream earnings
United States	$	1,745	$	1,354	$	2,584		$	2,033
Non-U.S.		1,648		1,131		2,721			1,723
Total	$	3,393	$	2,485	$	5,305		$	3,756

Downstream earnings in the second quarter of 2007 were $3,393 million, up $908 million from 2006, driven by higher refining and marketing margins and the sale of the Ingolstadt refinery in Germany. Petroleum product sales were 6,974 kbd, 86 kbd lower than last year's second quarter.

U.S. Downstream earnings were $1,745 million, up $391 million from the second quarter of 2006. Non-U.S. Downstream earnings of $1,648 million were $517 million higher.

__________________________________________________________

Downstream earnings in the first six months of 2007 were $5,305 million, an increase of $1,549 million from 2006 reflecting stronger worldwide refining and marketing margins and the sale of the Ingolstadt refinery in Germany. Petroleum product sales of 7,085 kbd decreased from 7,118 kbd in 2006.

U.S. Downstream earnings were $2,584 million, up $551 million. Non-U.S. Downstream earnings were $2,721 million, $998 million higher than last year.

-18-


	Second Quarter				First Six Months
	2007		2006		2007		2006
	(millions of dollars)
Chemical earnings
United States	$	204	$	189	$	550		$	518
Non-U.S.		809		651		1,699			1,271
Total	$	1,013	$	840	$	2,249		$	1,789

Chemical earnings in the second quarter of 2007 were $1,013 million, up $173 million from 2006 due to improved margins. Prime product sales of 6,897 kt (thousands of metric tons) in the second quarter of 2007 were up 42 kt from the prior year.

__________________________________________________________

Chemical earnings for the first six months of 2007 were $2,249 million, up $460 million from 2006 driven by higher margins. Prime product sales were 13,702 kt, down 69 kt from 2006.


	Second Quarter						First Six Months
	2007			2006			2007			2006
	(millions of dollars)

Corporate and financing earnings	$	(99	)	$	(99	)	$	(8	)		$	(302	)

Corporate and financing expenses in the second quarter of 2007 of $99 million were flat with 2006.

__________________________________________________________

Corporate and financing expenses for the first six months of 2007 were $8 million, a decrease of $294 million, mainly due to favorable tax items.

LIQUIDITY AND CAPITAL RESOURCES


	Second Quarter				First Six Months
		2007		2006		2007			2006
	(millions of dollars)
Net cash provided by/(used in)
Operating activities					$	25,604		$	25,927
Investing activities						(6,323	)		(6,776	)
Financing activities						(19,161	)		(16,375	)
Effect of exchange rate changes						595			666
Increase/(decrease) in cash and cash equivalents					$	715		$	3,442

Cash and cash equivalents					$	28,959		$	32,113
Cash and cash equivalents - restricted (note 3)						4,604			4,604
Total cash and cash equivalents (at end of period)					$	33,563		$	36,717

Cash flow from operations and asset sales
Net cash provided by operating activities (U.S. GAAP)	$	11,318	$	11,296	$	25,604		$	25,927
Sales of subsidiaries, investments and property,
plant and equipment		1,135		1,056		1,673			1,450
Cash flow from operations and asset sales	$	12,453	$	12,352	$	27,277		$	27,377

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

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

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

-19-

Total cash and cash equivalents, including the $4.6 billion of restricted cash, was $33.6 billion at the end of the second quarter of 2007.

Cash provided by operating activities totaled $25,604 million for the first six months of 2007, similar to 2006. The major source of funds was net income of $19,540 million, adjusted for the noncash provision of $5,936 million for depreciation and depletion, both of which increased. Net changes in operational working capital in 2007 compared to 2006 provided an offset. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.

Investing activities for the first six months of 2007 used net cash of $6,323 million compared to $6,776 million in the prior year. Spending for additions to property, plant and equipment decreased $694 million to $6,892 million. Proceeds from asset divestments of $1,673 million in 2007 were higher.

Cash flow from operations and asset sales in the first six months of 2007 of $27.3 billion, including asset sales of $1.7 billion, was comparable to the prior year period. Cash flow from operations and asset sales in the second quarter of 2007 was $12.5 billion, including asset sales of $1.1 billion.

Net cash used in financing activities of $19,161 million in the first six months of 2007 increased $2,786 million reflecting a higher level of purchases of shares of ExxonMobil stock.

During the second quarter of 2007, Exxon Mobil Corporation purchased 99 million shares of its common stock for the treasury at a gross cost of $8.1 billion. These purchases included $7.0 billion to reduce the number of shares outstanding, with the balance used to offset shares issued in conjunction with the company's benefit plans and programs. Shares outstanding were reduced from 5,633 million at the end of the first quarter to 5,546 million at the end of the second quarter.

Gross share purchases in 2007 were $16.0 billion which reduced shares outstanding by 3.2 percent. Purchases may be made in both the open market and through negotiated transactions, and may be increased, decreased or discontinued at any time without prior notice.

The Corporation distributed a total of $9.0 billion to shareholders in the second quarter through dividends of $2.0 billion and share purchases to reduce shares outstanding of $7.0 billion, an increase of 14 percent versus the second quarter of 2006. For the first half of 2007, distributions to shareholders totaled $17.8 billion, an increase of $2.9 billion versus 2006.

Total debt of $8.8 billion at June, 30, 2007, increased from $8.3 billion at year-end 2006. The Corporation's debt to total capital ratio was 6.8 percent at the end of the second quarter of 2007 compared to 6.6 percent at year-end 2006.

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

The decree also required conversion of the Cerro Negro project into a "mixed enterprise" structure and an increase in PdVSA's or another Venezuelan state-owned oil company's ownership interest in the project, with the stipulation that if an agreement was not reached for the formation of the mixed enterprise during a specified period of time, the government would "directly take on the activities" carried out by the joint venture. ExxonMobil's affiliate was not able to reach agreement on the formation of a mixed enterprise and on June 27, 2007, the government took over ExxonMobil's 41.67 percent interest in the Cerro Negro project. Discussions with Venezuelan authorities over the compensation to be paid to ExxonMobil have not yet been completed. At this time the net impact of this matter on the Corporation's consolidated financial results cannot be reasonably estimated. However, the Corporation does not expect the resolution t o have a material effect upon the Corporation's operations or 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.

-20-

TAXES


	Second Quarter						First Six Months
	2007			2006			2007			2006
		(millions of dollars)
Taxes
Income taxes	$	7,668		$	7,844		$	14,452			$	14,903
Sales-based taxes		7,810			8,211			15,094				15,875
All other taxes and duties		10,665			11,033			21,073				20,780
Total	$	26,143		$	27,088		$	50,619			$	51,558

Effective income tax rate		44	%		44	%		44	%			46	%

Income, sales-based and all other taxes and duties for the second quarter of 2007 of $26,143 million were down $945 million compared to 2006. In the second quarter of 2007 income tax expense was $7,668 million and the effective income tax rate was 44 percent, compared to $7,844 million and 44 percent, respectively, in the prior year period.

__________________________________________________________

Income, sales-based and all other taxes and duties for the first six months of 2007 of $50,619 million were down $939 million compared to 2006. In the first six months of 2007 income tax expense was $14,452 million and the effective income tax rate was 44 percent, compared to $14,903 million and 46 percent, respectively, in the prior year period. Resolution of income tax related issues resulted in charges in the first six months of 2006.

CAPITAL AND EXPLORATION EXPENDITURES


	Second Quarter				First Six Months
		2007		2006		2007		2006
		(millions of dollars)
Capital and exploration expenditures
Upstream (including exploration expenses)	$	3,866	$	3,932	$	7,335	$		8,019
Downstream		874		742		1,405			1,323
Chemical		276		186		495			330
Other		23		41		26			53
Total	$	5,039	$	4,901	$	9,261	$		9,725

ExxonMobil continued to actively invest in the second quarter, spending $5.0 billion on capital and exploration projects. For the first six months of 2007, spending on capital and exploration projects was $9.3 billion.

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

FORWARD-LOOKING STATEMENTS

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

-21-

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the six months ended June 30, 2007, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form

10-K for 2006.

Item 4. Controls and Procedures

As indicated in the certifications in Exhibit 31 of this report, the Corporation’s chief executive officer, principal financial officer and principal accounting officer have evaluated the Corporation’s disclosure controls and procedures as of June 30, 2007. Based on that evaluation, these officers have concluded that the Corporation’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There were no changes during the Corporation's last fiscal quart er that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Regarding previously reported matters, the Corporation and Chalmette Refining, L.L.C. (which is fifty-percent owned by the Corporation) have identified and reported noncompliance with certain air pollution control provisions for certain streams at their U.S. refineries under their respective 2005 and 2006 consent decrees with the U.S. Environmental Protection Agency ("EPA") et al. relating to EPA's New Source Review Enforcement Initiative. Although penalties have not yet been assessed and no formal enforcement proceedings have been commenced under these consent decrees, the total penalties associated with disclosed noncompliance items are likely to exceed $100,000.

Regarding another previously reported matter, on June 15, 2007, ExxonMobil Oil Corporation ("EMOC") entered into a Consent Order with the New York State Department of Environmental Conservation ("NYSDEC") to resolve the penalty phase of an enforcement action that had commenced in 2002. In June 2002, the NYSDEC issued a Notice of Hearing and Complaint with respect to EMOC's distribution terminal in New Windsor, New York, alleging discharges of petroleum into waters of the State that were allegedly neither timely reported nor immediately contained. In 2003, EMOC entered into a Consent Order with the State and agreed to a scope of work, with the issue of penalties reserved. The present Consent Order settles the outstanding penalty issue for $250,000.

Regarding the previously reported matter concerning the Corporation's Brooklyn, New York, terminal, on July 17, 2007, the New York Attorney General ("AG") filed a civil lawsuit against the Corporation in U.S. District Court for the Eastern District of New York. The AG alleges that (1) the Corporation wrongfully discharged, and has failed to timely investigate and remediate, several million gallons of petroleum and non-petroleum “pollutants,” which have contaminated air, subsurface soils, groundwater, wetlands and surface water in Greenpoint; (2) the plume continues to migrate into Newtown Creek; (3) the Corporation has wrongfully discharged certain petroleum constituents from its remediation system into Newtown Creek; (4) the Corporation violated its Consent Orders (and state law) by suspending operation of its remediation system in 2007; and (5) the discharge has placed area residents at risk due to potentia l toxic vapors from the contamination. The complaint alleges that the Corporation violated several federal laws (RCRA, CWA, CERCLA and the Oil Pollution Act) and state statutes (i.e., New York Navigation Law and Environmental Conservation Law) and that the Corporation is liable under common law theories of public nuisance, indemnification and restitution. The State seeks, among other things, reimbursement of past and future remediation expenses, civil penalties under various state and federal statutes, natural resource damages and costs of restoration, injunctive relief and attorney fees. The complaint does not specify an amount of penalties or damages sought.

-22-

On May 16, 2007, the ExxonMobil Baytown Olefins Plant received a proposed Agreed Order from the Texas Commission on Environmental Quality ("TCEQ") relating to two alleged unauthorized air emissions events (January 1, 2006, and December 10, 2005), and one alleged violation of the related release reporting requirements for the December event. The Corporation is contesting the enforcement relating to the January 1, 2006, emissions event. TCEQ has argued for a total administrative penalty of $170,190, of which $160,000 is related to the contested issues. The TCEQ referred the matter to its litigation division in July.

The U.S. Coast Guard, U.S. Environmental Protection Agency and the Department of Justice have alleged that the Company is responsible for a spill that occurred on or about January 10, 2006, on the Island End River near the Company's Everett Terminal facility in Everett, Massachusetts. The Department of Justice has indicated that it intends to seek corrective action and penalties in excess of $100,000.

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

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

Issuer Purchase of Equity Securities for the Quarter Ended June 30, 2007

Total Number of

Maximum Number

Shares Purchased

Of Shares that May

Total Number

Average

as Part of Publicly

Yet Be Purchased

Of Shares

Price Paid

Announced Plans

Under the Plans or

Period

Purchased

per Share

or Programs

Programs

April, 2007

31,928,312

$78.12

31,928,312

May, 2007

34,594,451

$81.73

34,594,451

June, 2007

32,952,608

$83.79

32,952,608

Total

99,475,371

$81.25

99,475,371

(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.

-23-

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

At the annual meeting of shareholders on May 30, 2007, 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	4,450,845,595	93.0%	332,662,710
William W. George	4,680,858,322	97.9%	102,649,983
James R. Houghton	4,618,790,650	96.6%	164,717,655
William R. Howell	4,594,185,591	96.0%	189,322,714
Reatha Clark King	4,645,666,846	97.1%	137,841,459
Philip E. Lippincott	4,624,158,297	96.7%	159,350,008
Marilyn Carlson Nelson	4,654,418,611	97.3%	129,089,694
Samuel J. Palmisano	4,682,322,635	97.9%	101,185,670
Steven S Reinemund	4,689,466,769	98.0%	94,041,536
Walter V. Shipley	4,666,385,008	97.6%	117,123,297
J. Stephen Simon	4,661,892,049	97.5%	121,616,256
Rex W. Tillerson	4,650,935,732	97.2%	132,572,573

Concerning Ratification of Independent Auditors
Votes Cast For:	4,629,664,471	98.0%
Votes Cast Against:	95,430,383	2.0%
Abstentions:	58,413,451
Broker Non-Votes:	0

Concerning Cumulative Voting
Votes Cast For:	1,188,070,531	31.9%
Votes Cast Against:	2,536,616,551	68.1%
Abstentions:	84,426,805
Broker Non-Votes:	974,394,418

Concerning Special Shareholder Meetings
Votes Cast For:	1,776,227,449	47.7%
Votes Cast Against:	1,944,489,736	52.3%
Abstentions:	88,396,702
Broker Non-Votes:	974,394,418

Concerning Board Chairman and CEO
Votes Cast For:	1,490,198,067	40.0%
Votes Cast Against:	2,231,565,469	60.0%
Abstentions:	87,350,351
Broker Non-Votes:	974,394,418

Concerning Dividend Strategy
Votes Cast For:	211,258,526	5.7%
Votes Cast Against:	3,504,312,677	94.3%
Abstentions:	93,542,684
Broker Non-Votes:	974,394,418

Concerning Shareholder Advisory Vote on Executive Compensation
Votes Cast For:	1,487,477,280	41.3%
Votes Cast Against:	2,118,376,225	58.7%
Abstentions:	203,260,382
Broker Non-Votes:	974,394,418

-24-


Concerning CEO Compensation Decisions
Votes Cast For:	261,431,225	7.1%
Votes Cast Against:	3,404,006,556	92.9%
Abstentions:	143,676,106
Broker Non-Votes:	974,394,418

Concerning Executive Compensation Report
Votes Cast For:	430,534,450	11.6%
Votes Cast Against:	3,275,987,445	88.4%
Abstentions:	102,591,992
Broker Non-Votes:	974,394,418

Concerning Executive Compensation Limit
Votes Cast For:	188,478,071	5.1%
Votes Cast Against:	3,517,698,843	94.9%
Abstentions:	102,936,973
Broker Non-Votes:	974,394,418

Concerning Incentive Pay Recoupment
Votes Cast For:	1,754,228,659	47.2%
Votes Cast Against:	1,965,507,487	52.8%
Abstentions:	89,377,741
Broker Non-Votes:	974,394,418

Concerning Political Contributions Report
Votes Cast For:	826,910,014	25.4%
Votes Cast Against:	2,422,502,196	74.6%
Abstentions:	559,701,677
Broker Non-Votes:	974,394,418

Concerning Amendment of EEO Policy
Votes Cast For:	1,342,391,658	37.7%
Votes Cast Against:	2,219,078,352	62.3%
Abstentions:	247,643,877
Broker Non-Votes:	974,394,418

Concerning Community Environmental Impact
Votes Cast For:	318,824,219	9.8%
Votes Cast Against:	2,932,668,098	90.2%
Abstentions:	557,621,570
Broker Non-Votes:	974,394,418

Concerning Greenhouse Gas Emissions Goals
Votes Cast For:	1,020,056,278	31.1%
Votes Cast Against:	2,257,532,822	68.9%
Abstentions:	531,224,787
Broker Non-Votes:	974,694,418

Concerning CO2 Information at the Pump
Votes Cast For:	234,982,362	7.1%
Votes Cast Against:	3,071,486,949	92.9%
Abstentions:	502,644,576
Broker Non-Votes:	974,394,418

-25-



Concerning Renewable Energy Investment Levels
Votes Cast For:	237,673,643	7.3%
Votes Cast Against:	3,020,099,642	92.7%
Abstentions:	551,340,602
Broker Non-Votes:	974,394,418

For additional information, see the registrant's definitive proxy statement dated April 11, 2007, "Item 1 - Election of Directors" (beginning on page 12) and the items beginning with "Item 2 - Ratification of Independent Auditors", on page 44, through "Item 17 - Renewable Energy Investment Levels", ending on page 64.

Item 6. Exhibits

Exhibit

Description

3(ii)

By-Laws, as revised to July 31, 2002.

31.1

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

Executive Officer.

31.2

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

Financial Officer.

31.3

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

Accounting Officer.

32.1

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

Executive Officer.

32.2

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

Principal Financial Officer.

32.3

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

Principal Accounting Officer.

-26-

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 7, 2007

By: /s/ Patrick T. Mulva

Name: Patrick T. Mulva

Title: Vice President, Controller and

Principal Accounting Officer

-27-

INDEX TO EXHIBITS

Exhibit

Description

3(ii)

By-Laws, as revised to July 31, 2002.

31.1

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

Chief Executive Officer.

31.2

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

Principal Financial Officer.

31.3

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

Principal Accounting Officer.

32.1

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

Executive Officer.

32.2

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

Financial Officer.

32.3

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

Accounting Officer.

-28-

Exxon Mobil Corporation 10-Q

EXHIBIT 3(ii)

EXXON MOBIL CORPORATION

INCORPORATED IN NEW JERSEY

BY-LAWS

ARTICLE I

Meetings of Shareholders

Meetings of shareholders may be held on such date and at such time and place, within or without the State of New Jersey, as may be fixed by the board of directors and stated in the notice of meeting.

The date for each annual meeting of shareholders, fixed as provided in Section 1 of this Article I, shall be a date not more than thirteen months after the date on which the last annual meeting of shareholders was held. The directors shall be elected at the annual meeting of shareholders.

Special meetings of the shareholders may be called by the board of directors, the chairman of the board or the president.

Except as otherwise provided by statute, written notice of the date, time, place and purpose or purposes of every meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting. The business transacted at meetings shall be confined to the purposes specified in the notice.

Unless otherwise provided by statute the holders of shares entitled to cast a majority of votes at a meeting, present either in person or by proxy, shall constitute a quorum at such meeting. Less than a quorum may adjourn.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders entitled to receive payment of any dividend or allotment of any right, or for the purpose of any other action, the board of directors may fix in advance a date as the record date for any such determination of shareholders. Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

The board of directors may, in advance of any shareholders' meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed by the board or shall fail to qualify, the person presiding at a shareholders' meeting may, and at the request of any shareholder entitled to vote thereat, shall, make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the board in advance of the meeting or at the meeting by the person presiding at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute such duties at such meeting with strict impartiality and according to the best of the inspector's ability.

The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. If there

are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and such report shall be filed with the minutes of the meeting.

ARTICLE II

Board of Directors

The business and affairs of the corporation shall be managed by its board of directors consisting of not less than ten nor more than nineteen members, who shall hold office until the next annual meeting and until their successors shall have been elected and qualified. The actual number of directors shall be determined from time to time by resolution of the board. If at any time, except at the annual meeting, the number of directors shall be increased, the additional director or directors may be elected by the board, to hold office until the next annual meeting and until their successors shall have been elected and qualified.

The organization meeting of the board of directors, for the purpose of organization or otherwise, shall be held without further notice on the day of the annual meeting of shareholders, at such time and place as shall be fixed from time to time pursuant to resolution of the board. Other regular meetings of the board may be held without further notice at such times and places as shall be fixed from time to time pursuant to resolution of the board. The chairman of the board, the president, any vice president who is a member of the board, or the secretary may change the day or hour or place of any single regular meeting from that determined by the board upon causing that prior notice of such change be transmitted to all directors.

Special meetings of the board may be called at the direction of the chairman of the board, of the president or of any vice president who is a member of the board, or, in the absence of such officers, at the direction of any one of the directors. Any such meeting shall be held on such date and at such time and place as may be designated in the notice of the meeting.

Notices required under this section may be transmitted in person, in writing, or by telephone, telegram, cable or radio, and shall be effective whether or not actually received, provided they are duly transmitted not less than forty-eight hours in advance of the meeting. Notice may be waived in writing before or after a meeting. No notice or waiver need specify the business scheduled for any board meeting and any business may be transacted at either a regular or special meeting.

Five directors shall constitute a quorum for the transaction of business, except that any directorship not filled at the annual meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the board, or by a sole remaining director. At any meeting of the board, whether or not a quorum is present, a majority of those present may adjourn the meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment.

(a) The provisions of this Section 4 of Article II shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster or from the imminent threat of such an attack or disaster. For the purpose of this Section 4 of Article II, such an emergency is defined

-2-

as any period following (i) an enemy attack on the continental United States or any nuclear or atomic disaster as a result and during the period of which the means of communication or travel within the continental United States are disrupted or made uncertain or unsafe, or (ii) a determination as herein provided that such an attack or disaster is imminent or has occurred. The commencement and termination of the period of any such emergency may be determined by the chairman of the board or, in the event of the death, absence or disability of the chairman of the board, by the president, or in the event of the death, absence or disability of both the chairman of the board and the president, by such person or persons as the board of directors may from time to time designate, but in the absence of such specific designation, by the executive or senior vice president who has been designated pursuant to the authority of Section 6 of Artic le IV of these by-laws to exercise the powers and perform the duties of the chairman of the board and the president. To the extent not inconsistent with the provisions of this Section 4 of Article II, the by-laws in their entirety shall remain in effect during any such emergency.

(b) Before or during any such emergency, the board may change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so, said change to be effective during the emergency.

(c) The officers or other persons designated by title in a list approved by the board before or during the emergency, all who are known to be alive and available to act in such order of priority and subject to such conditions and for such period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the resolution of the board approving the list, shall, to the extent required to provide a quorum at any meeting of the board, be deemed and shall have all the powers of directors for such meeting. Unless so designated, an officer who is not a director shall not be deemed a director for the foregoing purpose.

(d) Meetings of the board may be called by any officer or director or in the absence of all officers and directors by any person designated in a list approved by the board pursuant to subsection (c) of this Section 4. Any such meeting shall be held on such date and at such time and place as may be designated in the notice of the meeting. Notice of any such meeting need be given only to such of the directors as it may be feasible to reach at the time and such of the persons designated in such list as is considered advisable in the judgment of the person calling the meeting. Any such notice may be transmitted in person, in writing, or by telephone, telegram, cable or radio, or by such other means as may be feasible at the time, shall be effective whether or not actually received and shall be given at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit.

(e) Three directors shall constitute a quorum for the transaction of business.

(f) Before or during any such emergency, the board by resolution may (i) appoint one or more committees in addition to or in substitution for one or more of those appointed pursuant to the provisions of Article III of these by-laws to act during such emergency and (ii) take any of the actions listed in Section 2 of Article III of these by-laws in regard to any committee established pursuant to (i) of this subsection (f). Each such committee shall have at least three members, none of whom need be a director. To the extent provided in such resolution, each such committee shall have and may exercise all the authority of the board, except that no such committee shall take the action which Section 1 of Article III of these by-laws prohibits committees of the board to take.

-3-

(g) Before or during any such emergency, the board may provide and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation or any or all members of any committee of the board shall for any reason be rendered incapable of discharging their duties.

(h) No officer, director or employee acting in accordance with this Section 4 of Article II shall be liable except for willful misconduct. No officer, director or employee shall be liable for any action taken in good faith in such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the by-laws then in effect.

(i) Persons may conclusively rely upon a determination made pursuant to subsection (a) of this Section 4 that an emergency as therein defined exists regardless of the correctness of such determination.

No contract or other transaction between the corporation and one or more of its directors or between the corporation and any other corporation, firm or association of any type or kind in which one or more of its directors are directors or are otherwise interested, shall be void or voidable solely by reason of such common directorship or interest, or solely because such director or directors are present at the meeting of the board or a committee thereof which authorizes or approves the contract or transaction, or solely because such director's or directors' votes are counted for such purpose, if (a) the contract or other transaction is fair and reasonable as to this corporation at the time it is authorized, approved or ratified, or (b) the fact of the common directorship or interest is disclosed or known to the board or committee and the board or committee authorizes, approves or ratifies the contract or transaction by unanimous written consent, provided at least one director so consenting is disinterested, or by affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, or (c) the fact of the common directorship or interest is disclosed or known to the shareholders and they authorize, approve or ratify the contract or transaction.

ARTICLE III

Committees of the Board

The board, by resolution adopted by a majority of the entire board, may appoint from among its members an executive committee and one or more other committees, each of which shall have at least three members. To the extent provided in such resolution, each such committee shall have and may exercise all the authority of the board, except that no such committee shall (a) make, alter or repeal any by-law of the corporation; (b) elect any director, or remove any officer or director; (c) submit to shareholders any action that requires shareholders' approval; or (d) amend or repeal any resolution theretofore adopted by the board which by its terms is amendable or repealable only by the board.

The board, by resolution adopted by a majority of the entire board, may (a) fill any vacancy in any such committee; (b) appoint one or more directors to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members; (c) abolish any such committee at its pleasure; (d) remove any director from membership on such committee at any time, with or without cause; and (e) establish as a quorum for any such committee less than a majority of the entire committee, but in no case less than the greater of two persons or one-third of the entire committee.

-4-

Actions taken at a meeting of any such committee shall be reported to the board at its next meeting following such committee meeting; except that, when the meeting of the board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the board at its second meeting following such committee meeting.

ARTICLE IV

Officers

The board of directors at the organization meeting on the day of the annual election of directors shall elect a chairman of the board, a president, one or more vice presidents as the board may determine, any one or more of whom may be designated as executive vice president or as senior vice president or in such special or limiting style as the board may determine, a secretary, a treasurer, a controller, a general counsel, and a general tax counsel. The chairman of the board and the president shall each be a director, but the other officers need not be members of the board.

The board of directors may from time to time elect, or authorize an officer of the corporation to appoint in writing, assistant secretaries, assistant treasurers, assistant controllers, and such other officers as the board may designate.

All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in these by-laws, or as may be determined by resolution of the board not inconsistent with these by-laws.

The chairman of the board shall be chief executive officer of the corporation and shall preside at all meetings of shareholders and directors. Subject to the board of directors, the chairman of the board shall have general care and supervision of the business and affairs of the corporation. In the absence of the president, the chairman of the board shall exercise the powers and perform the duties of the president.

The president shall, subject to the board of directors, direct the current administration of the business and affairs of the corporation. In the absence of the chairman of the board, the president shall preside at meetings of the shareholders and directors and exercise the other powers and duties of the chairman.

In the event of the death, absence, or disability of the chairman of the board and the president, an executive or senior vice president may be designated by the board to exercise the powers and perform the duties of those offices.

The secretary shall give notice of all meetings of the shareholders and of the board of directors. The secretary shall keep records of the votes at elections and of all other proceedings of the shareholders and of the board. The secretary shall have all the authority and perform all the duties normally incident to the office of secretary and shall perform such additional duties as may be assigned to the secretary by the board, the chairman of the board or the president.

The assistant secretaries shall perform such of the duties of the secretary as may be delegated to them by the secretary.

The treasurer shall be the principal financial officer of the corporation. The treasurer shall have charge and custody of all funds and securities of the corporation; receive and give receipts for monies paid to

-5-

the corporation, and deposit such monies in the corporation's name in such banks or other depositories as shall be selected for the purpose; and shall cause money to be paid out as the corporation may require. The treasurer shall have all the authority and perform all the duties normally incident to the office of treasurer and shall perform such additional duties as may be assigned to the treasurer by the board of directors, the chairman of the board or the president.

The assistant treasurers shall perform such of the duties of the treasurer as may be delegated to them by the treasurer.

The controller shall be the principal accounting and financial control officer of the corporation. The controller shall be responsible for the system of financial control of the corporation, including internal audits, the maintenance of its accounting records, and the preparation of the corporation's financial statements. The controller shall periodically inform the board of directors of the corporation's financial results and position. The controller shall have all the authority and perform all the duties normally incident to the office of controller and shall perform such additional duties as may be assigned to the controller by the board of directors, the chairman of the board or the president.

The assistant controllers shall perform such of the duties of the controller as may be delegated to them by the controller.

10.

The general counsel shall advise the board of directors and officers on legal matters, except those relating to taxes. The general tax counsel shall advise the board of directors and officers on legal matters relating to taxes. Each shall perform such additional duties as may be assigned to either of them by the board of directors, the chairman of the board or the president.

11.

Any vacancy occurring among the officers, however caused, may be filled by the board of directors except that any vacancy in the office of an assistant secretary, assistant treasurer or assistant controller appointed by an officer of the corporation may be filled by the officer, if any, then authorized by the board to make appointments to such office.

12.

Any officer may be removed by the board with or without cause, and any assistant secretary, assistant treasurer or assistant controller appointed by an officer of the corporation may be removed with or without cause by the officer, if any, then authorized by the board to make appointments to such office.

ARTICLE V

Divisions and Division Officers

The board of directors may from time to time establish one or more divisions of the corporation and assign to such divisions responsibilities for such of the corporation's business, operations and affairs as the board may designate.

The board of directors may appoint or authorize an officer of the corporation to appoint in writing officers of a division. Unless elected or appointed an officer of the corporation by the board of directors or pursuant to authority granted by the board, an officer of a division shall not as such be an officer of the corporation, except that such person shall be an officer of the corporation for the purposes of executing and delivering documents on behalf of the corporation or for other specific purposes, if and to the extent that such person may be authorized to do so by the board of directors. Unless otherwise provided in the writing appointing an officer of a division, such person's term of office shall be

-6-

for one year and until that person's successor is appointed and qualified. Any officer of a division may be removed with or without cause by the board of directors or by the officer, if any, of the corporation then authorized by the board of directors to appoint such officer of a division.

The board of directors may prescribe or authorize an officer of the corporation or an officer of a division to prescribe in writing the duties and powers and authority of officers of divisions.

ARTICLE VI

Transfer of Shares

Shares of the corporation shall be transferable on the records of the corporation in accordance with the provisions of Chapter 8 of the Uniform Commercial Code (New Jersey Statutes 12A:8-101 et seq.), as amended from time to time, except as otherwise provided in the New Jersey Business Corporation Act (New Jersey Statutes 14A:l-l et seq.).

In the case of lost, destroyed or wrongfully taken certificates, transfer shall be made only after the receipt of a sufficient indemnity bond, if required by the board of directors, and satisfaction of other reasonable requirements imposed by the board.

The board of directors may from time to time appoint one or more transfer agents and one or more registrars of transfers. All share certificates shall bear the signature, which may be a facsimile, of a transfer agent and of a registrar. The functions of transfer agents and registrars shall conform to such regulations as the board may from time to time prescribe. The board may at any time terminate the appointment of any transfer agent or registrar.

ARTICLE VII

Fiscal Year

The fiscal year of the corporation shall be the calendar year.

ARTICLE VIII

Corporate Seal

The corporate seal is, and until otherwise ordered by the board of directors shall be, a circle containing the words "EXXON MOBIL CORPORATION, CORPORATE SEAL, 1882, NEW JERSEY" and may be an impression thereof or printed or other facsimile reproduction.

The impression of the seal may be made and attested by either the secretary or an assistant secretary for the authentication of contracts and other papers requiring the seal.

ARTICLE IX

Amendments

The board of directors shall have the power to make, alter and repeal the by-laws of the corporation, but by-laws made by the board may be altered or repealed, and new by-laws made, by the shareholders.

-7-

ARTICLE X

Indemnification

The corporation shall indemnify to the full extent from time to time permitted by law any director or former director or officer or former officer made, or threatened to be made, a party to, or a witness or other participant in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, legislative, investigative, or of any other kind, by reason of the fact that such person is or was a director, officer, employee or other corporate agent of the corporation or any subsidiary of the corporation or serves or served any other enterprise at the request of the corporation (including service as a fiduciary with respect to any employee benefit plan of the corporation or any subsidiary of the corporation) against expenses (including attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, or any appeal therein. No indemnification pursuant to this Article X shall be required with respect to any settlement or other nonadjudicated disposition of any threatened or pending action or proceeding unless the corporation has given its prior consent to such settlement or other disposition.

As any of the foregoing expenses are incurred, they shall be paid by the corporation for the director or former director or officer or former officer in advance of the final disposition of the action, suit or proceeding promptly upon receipt of an undertaking by or on behalf of such person to repay such payments if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

The foregoing indemnification and advancement of expenses shall not be deemed exclusive of any other rights to which any person indemnified may be entitled.

The rights provided to any person by this Article X shall be enforceable against the corporation by such person, who shall be presumed to have relied upon it in serving or continuing to serve as a director or in any of the other capacities set forth in this Article X. No elimination of or amendment to this Article X shall deprive any person of rights hereunder arising out of alleged or actual occurrences, acts or failures to act occurring prior to notice to such person of such elimination or amendment. The rights provided to any person by this Article X shall inure to the benefit of such person's legal representative.

-8-

Exxon Mobil Corporation 10-Q

EXHIBIT 31.1

Certification by Rex W. Tillerson

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

I, Rex W. Tillerson, certify that:

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

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;

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;

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(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

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 7, 2007

/s/ Rex W. Tillerson

Rex W. Tillerson

Chief Executive Officer

Exxon Mobil Corporation 10-Q

EXHIBIT 31.2

Certification by Donald D. Humphreys

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

I, Donald D. Humphreys, certify that:

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

(a)

(b)

(c)

(d)

(a)

(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 7, 2007

/s/ Donald D. Humphreys

Donald D. Humphreys

Senior Vice President and Treasurer

(Principal Financial Officer)

Exxon Mobil Corporation 10-Q

EXHIBIT 31.3

Certification by Patrick T. Mulva

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

I, Patrick T. Mulva, certify that:

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

(a)

(b)

(c)

(d)

(a)

(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 7, 2007

/s/ Patrick T. Mulva

Patrick T. Mulva

Vice President and Controller

(Principal Accounting 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, Rex W. Tillerson, 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, 2007, 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 7, 2007

/s/ Rex W. Tillerson

Rex W. Tillerson

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, Donald D. Humphreys, the principal financial officer of Exxon Mobil Corporation (the “Company”), hereby certifies that, to his knowledge:

(i)

(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 7, 2007

/s/ Donald D. Humphreys

Donald D. Humphreys

Senior Vice President and Treasurer

(Principal Financial Officer)

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, Patrick T. Mulva, the principal accounting officer of Exxon Mobil Corporation (the “Company”), hereby certifies that, to his knowledge:

(i)

(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 7, 2007

/s/ Patrick T. Mulva

Patrick T. Mulva

Vice President and Controller

(Principal Accounting Officer)