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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 September 30, 2004


OR


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

THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________to________


Commission File Number 1-2256



                                 EXXON MOBIL CORPORATION                                 

(Exact name of registrant as specified in its charter)




                            NEW JERSEY                                                             13-5409005                         

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

               incorporation or organization)                                        Identification Number)               



     5959 Las Colinas Boulevard, Irving, Texas                             75039-2298       

(Address of principal executive offices)                               (Zip Code)




                                         (972) 444-1000                                         

(Registrant's telephone number, including area code)



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


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


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



                      Class                                                                     Outstanding as of September 30, 2004

Common stock, without par value                                                              6,451,295,611                




EXXON MOBIL CORPORATION


FORM 10-Q


FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004


TABLE OF CONTENTS


Page

Number


PART I.  FINANCIAL INFORMATION


Item 1.

Financial Statements


Condensed Consolidated Statement of Income

3

Three and nine months ended September 30, 2004 and 2003


Condensed Consolidated Balance Sheet

4

As of September 30, 2004 and December 31, 2003


Condensed Consolidated Statement of Cash Flows

5

Nine months ended September 30, 2004 and 2003


Notes to Condensed Consolidated Financial Statements

6-17


Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

18-24


Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25


Item 4.

Controls and Procedures

25


PART II.  OTHER INFORMATION


Item 1.

Legal Proceedings

25-26


Item 2.

Changes in Securities and Use of Proceeds

26


Item 6.

Exhibits and Reports on Form 8-K

27


Signature

28

 

Index to Exhibits

29



-2-


PART I.  FINANCIAL INFORMATION



Item 1.  Financial Statements


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(millions of dollars)


 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

 

September 30,

 

  

 

2004

  

2003

  

2004

  

2003

 

REVENUES AND OTHER INCOME

            

Sales and other operating revenue (1)

$

74,854

 

$

58,760

 

$

210,134

 

$

175,115

 

Income from equity affiliates

 

1,219

  

681

  

3,487

  

3,579

 

Other income

 

302

  

400

  

1,049

  

2,092

 

       Total revenues and other income

 

76,375

  

59,841

  

214,670

  

180,786

 

 

            

COSTS AND OTHER DEDUCTIONS

            

Crude oil and product purchases

 

37,047

  

27,230

  

100,572

  

79,535

 

Production and manufacturing expenses

 

5,721

  

5,320

  

16,932

  

15,980

 

Selling, general and administrative expenses

 

3,372

  

3,246

  

9,946

  

9,688

 

Depreciation and depletion

 

2,431

  

2,203

  

7,154

  

6,554

 

Exploration expenses, including dry holes

 

388

  

227

  

789

  

556

 

Interest expense

 

459

  

41

  

557

  

153

 

Excise taxes (1)

 

7,045

  

5,900

  

19,975

  

17,627

 

Other taxes and duties

 

10,179

  

9,611

  

30,274

  

27,531

 

Income applicable to minority and preferred interests

 

199

  

101

  

495

  

574

 

       Total costs and other deductions

 

66,841

  

53,879

  

186,694

  

158,198

 

 

            

INCOME BEFORE INCOME TAXES

 

9,534

  

5,962

  

27,976

  

22,588

 

       Income taxes

 

3,854

  

2,312

  

11,066

  

8,278

 

INCOME BEFORE CUMULATIVE EFFECT OF

            

   ACCOUNTING CHANGE

 

5,680

  

3,650

  

16,910

  

14,310

 

       Cumulative effect of accounting change,

            

           net of income tax

 

0

  

0

  

0

  

550

 

NET INCOME

$

5,680

 

$

3,650

 

$

16,910

 

$

14,860

 

 

            

NET INCOME PER COMMON SHARE (dollars)

            

       Income before cumulative effect of accounting change

$

0.88

 

$

0.55

 

$

2.60

 

$

2.15

 

       Cumulative effect of accounting change,

            

           net of income tax

 

0.00

  

0.00

  

0.00

  

0.08

 

       Net income

$

0.88

 

$

0.55

 

$

2.60

 

$

2.23

 

 

            

NET INCOME PER COMMON SHARE

  - ASSUMING DILUTION (dollars)

            

       Income before cumulative effect of accounting change

$

0.88

 

$

0.55

 

$

2.59

 

$

2.14

 

       Cumulative effect of accounting change,

            

           net of income tax

 

0.00

  

0.00

  

0.00

  

0.08

 

       Net income

$

0.88

 

$

0.55

 

$

2.59

 

$

2.22

 

 

            

DIVIDENDS PER COMMON SHARE (dollars)

$

0.27

 

$

0.25

 

$

0.79

 

$

0.73

 

 

            

(1) Excise taxes included in sales and other

            

           operating revenue

$

7,045

 

$

5,900

 

$

19,975

 

$

17,627

 



-3-


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)



 

Sept. 30,

 

Dec. 31,

 
 

2004

 

2003

 

ASSETS

        

Current assets

        

   Cash and cash equivalents

 

$

16,108

  

$

10,626

 

   Cash and cash equivalents - restricted (note 4)

  

4,602

   

0

 

   Notes and accounts receivable - net

  

24,506

   

24,309

 

   Inventories

        

     Crude oil, products and merchandise

  

8,750

   

7,665

 

     Materials and supplies

  

1,329

   

1,292

 

   Prepaid taxes and expenses

  

2,640

   

2,068

 

     Total current assets

  

57,935

   

45,960

 

Property, plant and equipment - net

  

104,893

   

104,965

 

Investments and other assets

  

24,605

   

23,353

 
         

     TOTAL ASSETS

 

$

187,433

  

$

174,278

 
         

LIABILITIES

        

Current liabilities

        

   Notes and loans payable

 

$

4,913

  

$

4,789

 

   Accounts payable and accrued liabilities

  

32,107

   

28,445

 

   Income taxes payable

  

7,175

   

5,152

 

     Total current liabilities

  

44,195

   

38,386

 

Long-term debt

  

5,196

   

4,756

 

Deferred income tax liability

  

19,655

   

20,118

 

Other long-term liabilities

  

22,945

   

21,103

 
         

     TOTAL LIABILITIES

  

91,991

   

84,363

 
         

SHAREHOLDERS' EQUITY

        

Benefit plan related balances

  

(511

)

  

(634

)

Common stock, without par value:

        

   Authorized:  

9,000 million shares

        

   Issued:      

8,019 million shares

  

4,452

   

4,468

 

Earnings reinvested

  

127,708

   

115,956

 

Accumulated other nonowner changes in equity

        

   Cumulative foreign exchange translation adjustment

  

1,242

   

1,421

 

   Minimum pension liability adjustment

  

(2,446

)

  

(2,446

)

   Unrealized gains on stock investments

  

419

   

511

 

Common stock held in treasury:

        

       1,568 million shares at September 30, 2004

  

(35,422

)

    

       1,451 million shares at December 31, 2003

      

(29,361

)

         

     TOTAL SHAREHOLDERS' EQUITY

  

95,442

   

89,915

 
         

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

187,433

  

$

174,278

 



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

December 31, 2003 were 6,451,295,611 and 6,568,137,609, respectively.



-4-





EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)



 

Nine Months Ended

 
 

September 30,

 
   

2004

   

2003

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

   Net income

 

$

16,910

  

$

14,860

 

   Cumulative effect of accounting change, net of tax

  

0

   

(550

)

   Depreciation and depletion

  

7,154

   

6,554

 

   Changes in operational working capital, excluding cash and debt

  

4,155

   

4,507

 

   Ruhrgas transaction

  

0

   

(2,240

)

   All other items - net

  

24

   

(1,432

)

         

    Net cash provided by operating activities

  

28,243

   

21,699

 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

   Additions to property, plant and equipment

  

(8,579

)

  

(9,305

)

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

  

1,952

   

1,821

 

   Increase in restricted cash and cash equivalents (note 4)

  

(4,602

)

  

0

 

   Other investing activities - net

  

209

   

(222

)

         

    Net cash used in investing activities

  

(11,020

)

  

(7,706

)

         

CASH FLOWS FROM FINANCING ACTIVITIES

        

   Additions to long-term debt

  

371

   

31

 

   Reductions in long-term debt

  

(113

)

  

(865

)

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

  

(244

)

  

(600

)

   Cash dividends to ExxonMobil shareholders

  

(5,158

)

  

(4,866

)

   Cash dividends to minority interests

  

(177

)

  

(377

)

   Changes in minority interests and sales/(purchases)

        

      of affiliate stock

  

(151

)

  

(171

)

   Net ExxonMobil shares acquired

  

(6,235

)

  

(3,788

)

         

    Net cash used in financing activities

  

(11,707

)

  

(10,636

)

         

Effects of exchange rate changes on cash

  

(34

)

  

429

 
         

Increase/(decrease) in cash and cash equivalents

  

5,482

   

3,786

 

Cash and cash equivalents at beginning of period

  

10,626

   

7,229

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

16,108

  

$

11,015

 
         

SUPPLEMENTAL DISCLOSURES

        

   Income taxes paid

 

$

8,492

  

$

5,238

 

   Cash interest paid

 

$

219

  

$

320

 



-5-



EXXON MOBIL CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.

Basis Of Financial Statement Preparation


These unaudited condensed consolidated financial statements should be read in the context of the consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in the corporation's 2003 Annual Report on Form 10-K.  In the opinion of the corporation, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein.  All such adjustments are of a normal recurring nature.  The corporation's exploration and production activities are accounted for under the "successful efforts" method.


2.

Accounting Change


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


3.

Accounting for Variable Interest Entities


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


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


4.

Litigation and Other Contingencies


Litigation


A variety of claims have been made against ExxonMobil and certain of its consolidated subsidiaries in a number of pending lawsuits and tax disputes.  The corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated.  The corporation does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. ExxonMobil will continue to defend itself vigorously in these matters.  Based on a consideration of all relevant facts and circumstances, the corporation does not believe the ultimate outcome of any currently pending lawsuit against ExxonMobil will have a materially adverse effect upon the corporation’s operations or financial condition.


-6-



A number of lawsuits, including class actions, were brought in various courts against Exxon Mobil Corporation and certain of its subsidiaries relating to the accidental release of crude oil from the tanker Exxon Valdez in 1989.  The vast majority of the compensatory claims have been resolved.  All of the punitive damage claims were consolidated in the civil trial that began in May 1994.


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


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


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


On December 19, 2000, a jury in the 15th Judicial Circuit Court of Montgomery County, Alabama, returned a verdict against the corporation in a dispute over royalties in the amount of $88 million in compensatory damages and $3.4 billion in punitive damages in the case of Exxon Corporation v. State of Alabama, et al. The verdict was upheld by the trial court on May 4, 2001. On December 20, 2002, the Alabama Supreme Court vacated the $3.5 billion jury verdict. The case was retried and on November 14, 2003, a state district court jury in Montgomery, Alabama returned a verdict against Exxon Mobil Corporation. The verdict included $63.5 million in compensatory damages and $11.8 billion in punitive damages. On March 29, 2004, the district court judge reduced the amount of punitive damages to $3.5 billion.  ExxonMobil believes the judgment is not justified by the evidence and that the amount of the award is grossly excessive and unconstitutional. ExxonMobil has appealed the decision.  Management believes that the likelihood of the judgment being upheld is remote.  While it is reasonably possible that a liability may have been incurred by ExxonMobil from this dispute over royalties, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability. On May 4, 2004, the corporation posted a $4.5 billion supersedeas bond as required by Alabama law to stay execution of the judgment pending appeal.  The corporation has pledged to the issuer of the bond collateral consisting of cash and short-term, high quality securities with an aggregate value of approximately $4.6 billion.  This collateral is reported as restricted cash and cash equivalents on the condensed consolidated balance sheet.  Under the terms of the pledge agreement, the corporation is entitled to receive the income generated from the cash and securities and to make investment decisions, but is restricted from using the pledged cash and securities for any other purpose until such time as the bond is cancelled.


-7-



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


In Allapattah v. Exxon, a jury in the United States District Court for the Southern District of Florida determined in January 2001 that a class of all Exxon dealers between March 1983 and August 1994 had been overcharged between 1.03 and 1.4 cents per gallon for gasoline.  Exxon sold a total of 39.8 billion gallons of gasoline to its dealers during this period.  The estimated value of the potential claims associated with the 39.8 billion gallons of gasoline is $494 million.  Including related interest, the total is approximately $1.3 billion.  On June 11, 2003, the Eleventh Circuit Court of Appeals affirmed the judgment and on March 15, 2004, denied a petition for Rehearing En Banc.  On October 12, 2004, the U.S. Supreme Court granted review of an issue raised by ExxonMobil as to whether the class in the District Court judgment should include members that individually do not sati sfy the $50,000 minimum amount-in-controversy requirement in Federal court.  Members of the class may file claims through December 1, 2004.  As of September 30, 2004 claims representing approximately 90 percent of the gallons had been filed.  In light of the Supreme Court's decision to grant review of only part of ExxonMobil's appeal, ExxonMobil took an after-tax charge of $550 million in the third quarter reflecting the estimated liability, including interest and after considering potential set-offs and defenses, for the claims in excess of $50,000.


Tax issues for 1983-93 remain pending before the U.S. Tax Court.  The ultimate resolution of these issues is not expected to have a materially adverse effect upon the corporation’s operations or financial condition.


Other Contingencies

 

As of September 30, 2004

 

Equity

 

Other

 
 

Company

 

Third Party

 
 

Obligations

 

Obligations

Total

 

(millions of dollars)

Guarantees of excise taxes and custom duties   

          

    under reciprocal arrangements

 

$

0

 

$

1,018

 

$

1,018

 

Other guarantees

  

2,065

  

418

  

2,483

 

Total

 

$

2,065

 

$

1,436

 

$

3,501

 
           



-8-


The corporation and certain of its consolidated subsidiaries were contingently liable at September 30, 2004 for $3,501 million, primarily relating to guarantees for notes, loans and performance under contracts. This included $1,018 million representing guarantees of non-U.S. excise taxes and customs duties of other companies, entered into as a normal business practice, under reciprocal arrangements. Also included in this amount were guarantees by consolidated affiliates of $2,065 million, representing ExxonMobil’s share of obligations of certain equity companies.


Additionally, the corporation and its affiliates have numerous long-term sales and purchase commitments in their various business activities, all of which are expected to be fulfilled with no adverse consequences material to the corporation’s operations or financial condition. The corporation's outstanding unconditional purchase obligations at September 30, 2004 were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.


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

 


5.

Nonowner Changes in Shareholders' Equity


 

Three Months Ended

 

      Nine Months Ended

 
 

September 30,

 

          September 30,      

 
 

2004

 

2003

 

       2004

 

      

2003

 
 

(millions of dollars)

 

Net income

$

5,680

 

$

3,650

 

$

16,910

 

$

14,860

 

Changes in other nonowner changes in equity

            

Foreign exchange translation adjustment


 

559

  

652

  

(179

)

 

2,568

 

Minimum pension liability adjustment

 

0

  

0

  

0

  

0

 

Unrealized gains/(losses) on stock investments

 

85

  

72

  

(92

)

 

225

 

Total nonowner changes in shareholders' equity

$

6,324

 

$

4,374

 

$

16,639

 

$

17,653

 



-9-



6.

Earnings Per Share

 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

 

September 30,

 
  

2004

  

2003

  

2004

  

2003

 
             

NET INCOME PER COMMON SHARE

            

Income before cumulative effect of

            

  accounting change (millions of dollars)

$

5,680

 

$

3,650

 

$

16,910

 

$

14,310

 

 

            

Weighted average number of common shares

            

  outstanding (millions of shares)

 

6,464

  

6,619

  

6,505

  

6,653

 
             

Net income per common share (dollars)

            

   Income before cumulative effect of accounting change

$

0.88

 

$

0.55

 

$

2.60

 

$

2.15

 

   Cumulative effect of accounting change,

            

     net of income tax

 

0.00

  

0.00

  

0.00

  

0.08

 

   Net income

$

0.88

 

$

0.55

 

$

2.60

 

$

2.23

 
             

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION

            

Income before cumulative effect of

            

  accounting change (millions of dollars)

$

5,680

 

$

3,650

 

$

16,910

 

$

14,310

 
             

Weighted average number of common shares

            

  outstanding (millions of shares)

 

6,464

  

6,619

  

6,505

  

6,653

 

    Effect of employee stock-based awards

 

44

  

33

  

37

  

30

 

Weighted average number of common shares

            

  outstanding - assuming dilution

 

6,508

  

6,652

  

6,542

  

6,683

 
             

Net income per common share

            

   - assuming dilution (dollars)

            

   Income before cumulative effect of accounting change

$

0.88

 

$

0.55

 

$

2.59

 

$

2.14

 

   Cumulative effect of accounting change,

            

      net of income tax

 

0.00

  

0.00

  

0.00

  

0.08

 

   Net income

$

0.88

 

$

0.55

 

$

2.59

 

$

2.22

 



If the provisions for expensing the value of employee stock options of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation” had been adopted prior to January 1, 2003, the impact on compensation expense, net income, and net income per share for periods in 2003 and 2004 would have been negligible.



-10-


7.

Annuity Benefits and Other Postretirement Benefits


 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

 

September 30,

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 


Annuity Benefits - U.S.

            

   Components of net benefit cost

            

      Service cost

$

76

 

$

71

 

$

230

 

$

213

 

      Interest cost

 

151

  

157

  

455

  

469

 

      Expected return on plan assets

 

(155

)

 

(106

)

 

(462

)

 

(315

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

71

  

80

  

214

  

239

 

      Net pension enhancement and

            

        curtailment/settlement expense

 

45

  

51

  

133

  

152

 

      Net benefit cost

$

188

 

$

253

 

$

570

 

$

758

 
             
             

Annuity Benefits - Non-U.S.

            

   Components of net benefit cost

            

      Service cost

$

82

 

$

79

 

$

253

 

$

236

 

      Interest cost

 

198

  

181

  

593

  

544

 

      Expected return on plan assets

 

(170

)

 

(142

)

 

(506

)

 

(419

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

93

  

98

  

274

  

292

 

      Net pension enhancement and

            

        curtailment/settlement expense

 

13

  

6

  

30

  

16

 

      Net benefit cost

$

216

 

$

222

 

$

644

 

$

669

 
             
             

Other Postretirement Benefits

            

   Components of net benefit cost

            

      Service cost

$

17

 

$

11

 

$

43

 

$

30

 

      Interest cost

 

80

  

61

  

218

  

157

 

      Expected return on plan assets

 

(10

)

 

(10

)

 

(28

)

 

(26

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

52

  

31

  

128

  

79

 

      Net benefit cost

$

139

 

$

93

 

$

361

 

$

240

 



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


The corporation offers a Medicare supplement plan to Medicare-eligible retirees which provides prescription drug benefits.  On December 8, 2003, the President of the United States signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act"). The Act provides a federal subsidy to employers sponsoring retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D.  The corporation believes that its Medicare supplement plan is at least actuarially equivalent to Medicare Part D and that it is not a significant event for the plan.  The corporation will defer recognition of the effects of the Act until December 31, 2004, the next measurement date of the plan obligations.



-11-



8.

Disclosures about Segments and Related Information



 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

 

September 30,

 
 

2004

 

2003

 

2004

 

2003

 
 

(millions of dollars)

 

EARNINGS AFTER INCOME TAX

            

  Upstream

            

    United States

$

1,173

 

$

883

 

$

3,564

 

$

3,049

 

    Non-U.S.

 

2,756

  

1,819

  

8,224

  

8,184

 

  Downstream

            

    United States

 

11

  

371

  

1,310

  

964

 

    Non-U.S.

 

840

  

540

  

2,052

  

1,816

 

  Chemical

            

    United States

 

329

  

25

  

595

  

169

 

    Non-U.S.

 

680

  

205

  

1,585

  

787

 

  All other

 

(109

)

 

(193

)

 

(420

)

 

(109

)

  Corporate total

$

5,680

 

$

3,650

 

$

16,910

 

$

14,860

 
             

  Included in All Other above

            

    Cumulative effect of accounting change

$

0

 

$

0

 

$

0

 

$

550

 
             

SALES AND OTHER OPERATING REVENUE (1)

            

  Upstream

            

     United States

$

1,442

 

$

1,441

 

$

4,323

 

$

4,649

 

     Non-U.S.

 

3,921

  

3,355

  

12,338

  

11,051

 

  Downstream

            

     United States

 

18,284

  

14,269

  

52,041

  

41,692

 

     Non-U.S.

 

43,837

  

34,748

  

121,676

  

102,657

 

  Chemical

            

     United States

 

2,808

  

1,989

  

7,633

  

5,942

 

     Non-U.S.

 

4,557

  

2,948

  

12,101

  

9,097

 

  All other

 

5

  

10

  

22

  

27

 

  Corporate total

$

74,854

 

$

58,760

 

$

210,134

 

$

175,115

 
             

(1) Includes excise taxes

            
             

INTERSEGMENT REVENUE

            

  Upstream

            

     United States

$

1,677

 

$

1,279

 

$

4,808

 

$

4,134

 

     Non-U.S.

 

5,843

  

3,674

  

15,400

  

11,520

 

  Downstream

            

     United States

 

2,130

  

1,610

  

5,768

  

4,717

 

     Non-U.S.

 

8,310

  

5,728

  

22,096

  

16,108

 

  Chemical

            

     United States

 

1,368

  

891

  

3,604

  

2,401

 

     Non-U.S.

 

1,126

  

781

  

3,115

  

2,395

 

  All other

 

73

  

83

  

240

  

237

 



-12-



9.

Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries


Exxon Mobil Corporation has fully and unconditionally guaranteed the 6.125% notes due 2008 ($160 million of long-term debt at September 30, 2004) of Exxon Capital Corporation and the deferred interest debentures due 2012 ($1,217 million) and the debt securities due 2005-2011 ($85 million long-term and $10 million short-term) of SeaRiver Maritime Financial Holdings, Inc.  Exxon Capital Corporation and SeaRiver Maritime Financial Holdings, Inc. are 100 percent owned subsidiaries of Exxon Mobil Corporation.


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



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

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

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


3,240

 


$


-

 


$


-

 


$


71,614

 


$


-

 


$


74,854

 

Income from equity affiliates

 

5,488

  

-

  

2

  

1,216

  

(5,487

)

 

1,219

 

Other income

 

111

  

-

  

-

  

191

  

-

  

302

 

Intercompany revenue

 

6,395

  

9

  

5

  

51,628

  

(58,037

)

 

-

 

Total revenues and other income

 

15,234

  

9

  

7

  

124,649

  

(63,524

)

 

76,375

 

Costs and other deductions

                  

Crude oil and product purchases

 

6,106

  

-

  

-

  

86,128

  

(55,187

)

 

37,047

 

Production and manufacturing

expenses

 


1,660

  


1

  


-

  


5,327

  


(1,267


)

 


5,721

 

 

Selling, general and administrative

expenses

 


525

  


1

  


-

  


2,921

  


(75


)

 


3,372

 

Depreciation and depletion

 

349

  

1

  

-

  

2,081

  

-

  

2,431

 

Exploration expenses, including dry

holes

 


73

  


-

  


-

  


315

  


-

  


388

 

Interest expense

 

683

  

8

  

34

  

1,260

  

(1,526

)

 

459

 

Excise taxes

 

-

  

-

  

-

  

7,045

  

-

  

7,045

 

Other taxes and duties

 

4

  

-

  

-

  

10,175

  

-

  

10,179

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


199

  


-

  


199

 

Total costs and other deductions

 

9,400

  

11

  

34

  

115,451

  

(58,055

)

 

66,841

 

Income before income taxes

 

5,834

  

(2

)

 

(27

)

 

9,198

  

(5,469

)

 

9,534

 

Income taxes

 

154

  

(1

)

 

(10

)

 

3,711

  

-

  

3,854

 

Income before accounting change

 

5,680

  

(1

)

 

(17

)

 

5,487

  

(5,469

)

 

5,680

 

 

Accounting change

 

-

  

-

  

-

  

-

  

-

  

-

 

Net income

$

5,680

 

$

(1

)

$

(17

)

$

5,487

 

$

(5,469

)

$

5,680

 



-13-



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

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

       

Revenues and other income

                  

Sales and other operating revenue,

   including excise taxes


$


2,799

 


$


-

 


$


-

 


$


55,961

 


$


-

 


$


58,760

 

Income from equity affiliates

 

3,547

  

-

  

2

  

681

  

(3,549

)

 

681

 

Other income

 

123

  

-

  

-

  

277

  

-

  

400

 

Intercompany revenue

 

4,430

  

8

  

4

  

34,913

  

(39,355

)

 

-

 

Total revenues and other income

 

10,899

  

8

  

6

  

91,832

  

(42,904

)

 

59,841

 

Costs and other deductions

                  

Crude oil and product purchases

 

4,377

  

-

  

-

  

59,513

  

(36,660

)

 

27,230

 

Production and manufacturing

expenses

 


1,583

  


1

  


1

  


5,195

  


(1,460


)

 


5,320

 

 

Selling, general and administrative

expenses

 


509

  


-

  


-

  


2,773

  


(36


)

 


3,246

 

Depreciation and depletion

 

365

  

1

  

1

  

1,836

  

-

  

2,203

 

Exploration expenses, including dry

holes

 


42

  


-

  


-

  


185

  


-

 



227

 

Interest expense

 

133

  

6

  

30

  

1,036

  

(1,164

)

 

41

 

Excise taxes

 

-

  

-

  

-

  

5,900

  

-

  

5,900

 

Other taxes and duties

 

3

  

-

  

-

  

9,608

  

-

  

9,611

 

Income applicable to minority and

  preferred interests

 


-

  


-

  


-

  


101

  


-

  


101

 

Total costs and other deductions

 

7,012

  

8

  

32

  

86,147

  

(39,320

)

 

53,879

 

Income before income taxes

 

3,887

  

-

  

(26

)

 

5,685

  

(3,584

)

 

5,962

 

Income taxes

 

237

  

-

  

(10

)

 

2,085

  

-

  

2,312

 

Income before accounting change

 

3,650

  

-

  

(16

)

 

3,600

  

(3,584

)

 

3,650

 

 

Accounting change

 

-

  

-

  

-

  

-

  

-

  

-

 

Net income

$

3,650

 

$

-

 

$

(16

)

$

3,600

 

$

(3,584

)

$

3,650

 



Condensed consolidated statement of income for nine months ended September 30, 2004

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


9,571

 


$


-

 


$


-

 


$


200,563

 


$


-

 


$


210,134

 

Income from equity affiliates

 

15,639

  

-

  

10

  

3,486

  

(15,648

)

 

3,487

 

Other income

 

264

  

-

  

-

  

785

  

-

  

1,049

 

Intercompany revenue

 

17,311

  

23

  

14

  

139,442

  

(156,790

)

 

-

 

Total revenues and other income

 

42,785

  

23

  

24

  

344,276

  

(172,438

)

 

214,670

 

Costs and other deductions

                  

Crude oil and product purchases

 

16,410

  

-

  

-

  

232,660

  

(148,498

)

 

100,572

 

Production and manufacturing

expenses

 


4,912

  


2

  


-

  


15,781

  


(3,763


)

 


16,932

 

 

Selling, general and administrative

expenses

 


1,484

  


3

  


-

  


8,665

  


(206


)

 


9,946

 

Depreciation and depletion

 

1,062

  

3

  

1

  

6,088

  

-

  

7,154

 

Exploration expenses, including dry

holes

 


174

  


-

  


-

  


615

  


-

  


789

 

Interest expense

 

1,016

  

17

  

101

  

3,771

  

(4,348

)

 

557

 

Excise taxes

 

-

  

-

  

-

  

19,975

  

-

  

19,975

 

Other taxes and duties

 

10

  

-

  

-

  

30,264

  

-

  

30,274

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


495

  


-

  


495

 

Total costs and other deductions

 

25,068

  

25

  

102

  

318,314

  

(156,815

)

 

186,694

 

Income before income taxes

 

17,717

  

(2

)

 

(78

)

 

25,962

  

(15,623

)

 

27,976

 

Income taxes

 

807

  

(2

)

 

(31

)

 

10,292

  

-

  

11,066

 

Income before accounting change

 

16,910

  

-

  

(47

)

 

15,670

  

(15,623

)

 

16,910

 

 

Accounting change

 

-

  

-

  

-

  

-

  

-

  

-

 

Net income

$

16,910

 

$

-

 

$

(47

)

$

15,670

 

$

(15,623

)

$

16,910

 



-14-



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for nine months ended September 30, 2003

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


8,642

 


$


-

 


$


-

 


$


166,473

 


$


-

 


$


175,115

 

Income from equity affiliates

 

14,219

  

-

  

6

  

3,570

  

(14,216

)

 

3,579

 

Other income

 

350

  

-

  

-

  

1,742

  

-

  

2,092

 

Intercompany revenue

 

13,138

  

25

  

14

  

105,101

  

(118,278

)

 

-

 

Total revenues and other income

 

36,349

  

25

  

20

  

276,886

  

(132,494

)

 

180,786

 

Costs and other deductions

                  

Crude oil and product purchases

 

12,867

  

-

  

-

  

177,915

  

(111,247

)

 

79,535

 

Production and manufacturing

expenses

 


4,920

  


2

  


1

  


14,556

  


(3,499


)

 


15,980

 

 

Selling, general and administrative

expenses

 


1,399

  


1

  


-

  


8,361

  


(73


)

 


9,688

 

Depreciation and depletion

 

1,132

  

4

  

2

  

5,416

  

-

  

6,554

 

Exploration expenses, including dry

holes

 


106

  


-

  


-

  


450

  


-

  


556

 

Interest expense

 

456

  

16

  

91

  

3,068

  

(3,478

)

 

153

 

Excise taxes

 

-

  

-

  

-

  

17,627

  

-

  

17,627

 

Other taxes and duties

 

6

  

-

  

-

  

27,525

  

-

  

27,531

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


574

  


-

  


574

 

Total costs and other deductions

 

20,886

  

23

  

94

  

255,492

  

(118,297

)

 

158,198

 

Income before income taxes

 

15,463

  

2

  

(74

)

 

21,394

  

(14,197

)

 

22,588

 

Income taxes

 

1,153

  

1

  

(28

)

 

7,152

  

-

  

8,278

 

Income before accounting change

 

14,310

  

1

  

(46

)

 

14,242

  

(14,197

)

 

14,310

 

 

Accounting change

 

550

  

-

  

-

  

481

  

(481

)

 

550

 

Net income

$

14,860

 

$

1

 

$

(46

)

$

14,723

 

$

(14,678

)

$

14,860

 



-15-



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated balance sheet as of September 30, 2004

       

Cash and cash equivalents

$

6,458

 

$

-

 

$

-

 

$

9,650

 

$

-

 

$

16,108

 

Cash and cash equivalents - restricted

 

4,602

  

-

  

-

  

-

  

-

  

4,602

 

Notes and accounts receivable - net

 

4,547

  

-

  

-

  

19,959

  

-

  

24,506

 

Inventories

 

1,200

  

-

  

-

  

8,879

  

-

  

10,079

 

Prepaid taxes and expenses

 

1,032

  

-

  

27

  

1,581

  

-

  

2,640

 

      Total current assets

 

17,839

  

-

  

27

  

40,069

  

-

  

57,935

 

Property, plant and equipment - net

 

15,717

  

96

  

-

  

89,080

  

-

  

104,893

 

Investments and other assets

 

141,386

  

-

  

516

  

359,183

  

(476,480

)

 

24,605

 

Intercompany receivables

 

8,733

  

1,138

  

1,550

  

304,721

  

(316,142

)

 

-

 

      Total assets

$

183,675

 

$

1,234

 

$

2,093

 

$

793,053

 

$

(792,622

)

$

187,433

 
                   

Notes and loan payables

$

1,139

 

$

-

 

$

10

 

$

3,764

 

$

-

 

$

4,913

 

Accounts payable and accrued liabilities

 

3,777

  

1

  

-

  

28,329

  

-

  

32,107

 

Income taxes payable

 

-

  

1

  

-

  

7,174

  

-

  

7,175

 

      Total current liabilities

 

4,916

  

2

  

10

  

39,267

  

-

  

44,195

 

Long-term debt

 

261

  

160

  

1,302

  

3,473

  

-

  

5,196

 

Deferred income tax liabilities

 

3,020

  

28

  

294

  

16,313

  

-

  

19,655

 

Other long-term liabilities

 

5,374

  

13

  

-

  

17,558

  

-

  

22,945

 

Intercompany payables

 

74,662

  

242

  

382

  

240,856

  

(316,142

)

 

-

 

      Total liabilities

 

88,233

  

445

  

1,988

  

317,467

  

(316,142

)

 

91,991

 
                   

Earnings reinvested

 

127,708

  

4

  

(289

)

 

85,049

  

(84,764

)

 

127,708

 

Other shareholders' equity

 

(32,266

)

 

785

  

394

  

390,537

  

(391,716

)

 

(32,266

)

      Total shareholders' equity

 

95,442

  

789

  

105

  

475,586

  

(476,480

)

 

95,442

 

      Total liabilities and

        shareholders' equity


$


183,675

 


$


1,234

 


$


2,093

 


$


793,053

 


$


(792,622


)


$


187,433

 



Condensed consolidated balance sheet as of December 31, 2003

       

Cash and cash equivalents

$

5,647

 

$

-

 

$

-

 

$

4,979

 

$

-

 

$

10,626

 

Cash and cash equivalents - restricted

 

-

  

-

  

-

  

-

  

-

  

-

 

Notes and accounts receivable - net

 

5,781

  

-

  

-

  

18,528

  

-

  

24,309

 

Inventories

 

1,027

  

-

  

-

  

7,930

  

-

  

8,957

 

Prepaid taxes and expenses

 

91

  

-

  

-

  

1,977

  

-

  

2,068

 

      Total current assets

 

12,546

  

-

  

-

  

33,414

  

-

  

45,960

 

Property, plant and equipment - net

 

16,733

  

98

  

1

  

88,133

  

-

  

104,965

 

Investments and other assets

 

128,282

  

-

  

506

  

363,103

  

(468,538

)

 

23,353

 

Intercompany receivables

 

9,463

  

1,114

  

1,540

  

381,683

  

(393,800

)

 

-

 

      Total assets

$

167,024

 

$

1,212

 

$

2,047

 

$

866,333

 

$

(862,338

)

$

174,278

 
                   

Notes and loan payables

$

1,104

 

$

-

 

$

10

 

$

3,675

 

$

-

 

$

4,789

 

Accounts payable and accrued liabilities

 

3,538

  

6

  

-

  

24,901

  

-

  

28,445

 

Income taxes payable

 

1,457

  

-

  

-

  

3,695

  

-

  

5,152

 

      Total current liabilities

 

6,099

  

6

  

10

  

32,271

  

-

  

38,386

 

Long-term debt

 

261

  

266

  

1,206

  

3,023

  

-

  

4,756

 

Deferred income tax liabilities

 

3,643

  

29

  

296

  

16,150

  

-

  

20,118

 

Other long-term liabilities

 

3,991

  

16

  

-

  

17,096

  

-

  

21,103

 

Intercompany payables

 

63,115

  

106

  

382

  

330,197

  

(393,800

)

 

-

 

      Total liabilities

 

77,109

  

423

  

1,894

  

398,737

  

(393,800

)

 

84,363

 
                   

Earnings reinvested

 

115,956

  

4

  

(241

)

 

72,012

  

(71,775

)

 

115,956

 

Other shareholders' equity

 

(26,041

)

 

785

  

394

  

395,584

  

(396,763

)

 

(26,041

)

      Total shareholders' equity

 

89,915

  

789

  

153

  

467,596

  

(468,538

)

 

89,915

 

      Total liabilities and

        shareholders' equity


$


167,024

 


$


1,212

 


$


2,047

 


$


866,333

 


$


(862,338


)


$


174,278

 



-16-



 

Exxon Mobil Corporation Parent  Guarantor

 



Exxon Capital Corporation

 

SeaRiver Maritime Financial Holdings, Inc.

 




All Other Subsidiaries

 


Consolidating and Eliminating Adjustments

 





Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of cash flows for nine months ended September 30, 2004

    

Cash provided by/(used in) operating

activities


$


5,665

 


$


(6


)


$


10

 


$


25,207

 


$


(2,633


)


$


28,243

 

Cash flows from investing activities

                  

Additions to property, plant and

equipment

 


(802


)

 


-

  


-

  


(7,777


)

 


-

  


(8,579


)

Sales of long-term assets

 

360

  

-

  

-

  

1,592

  

-

  

1,952

 

Increase in restricted cash and cash

equivalents

 


(4,602


)

 


-


 


-


 


-


 


-


 


(4,602


)

Net intercompany investing

 

11,583

  

(24

)

 

(10

)

 

(11,723

)

 

174

  

-

 

All other investing, net

 

-

  

-

  

-

  

209

  

-

  

209

 

Net cash provided by/(used in)

investing activities

 


6,539

  


(24


)

 


(10


)

 


(17,699


)

 


174


 


(11,020


)

Cash flows from financing activities

                  

Additions to long-term debt

 

-

  

-

  

-

  

371

  

-

  

371

 

Reductions in long-term debt

 

-

  

(106

)

 

-

  

(7

)

 

-

  

(113

)

Additions/(reductions) in short-term

debt - net

 


-

  


-


 


-

  


(244


)

 


-

  


(244


)

Cash dividends

 

(5,158

)

 

-

  

-

  

(2,633

)

 

2,633

  

(5,158

)

Net ExxonMobil shares sold/(acquired)

 

(6,235

)

 

-

  

-

  

-

  

-

  

(6,235

)

Net intercompany financing activity

 

-

  

136

  

-

  

38

  

(174

)

 

-

 

All other financing, net

 

-

  

-

  

-

  

(328

)

 

-

  

(328

)

Net cash provided by/(used in)

financing activities

 


(11,393


)

 


30


 


-

  


(2,803


)

 


2,459

  


(11,707


)

Effects of exchange rate changes

on cash

 


-

  


-

  


-

  


(34


)

 


-

  


(34


)

Increase/(decrease) in cash and cash

equivalents


$


811



$


-

 


$


-

 


$


4,671

 


$


-

 


$


5,482

 



Condensed consolidated statement of cash flows for nine months ended September 30, 2003

      

Cash provided by/(used in) operating

activities


$


1,154

 


$


20



$


(9


)


$


21,644

 


$


(1,110


)


$


21,699

 

Cash flows from investing activities

                  

Additions to property, plant and

equipment

 


(1,315


)

 


-

  


-

  


(7,990


)

 


-

  


(9,305


)

Sales of long-term assets

 

126

  

-

  

-

  

1,695

  

-

  

1,821

 

Increase in restricted cash and cash

equivalents

 


-


 


-


 


-


 


-


 


-


 


-


Net intercompany investing

 

10,152

  

(48

)

 

9

  

(10,119

)

 

6

  

-

 

All other investing, net

 

-

  

-

  

-

  

(222

)

 

-

  

(222

)

Net cash provided by/(used in)

investing activities

 


8,963

  


(48


)

 


9


 


(16,636


)

 


6

  


(7,706


)

Cash flows from financing activities

                  

Additions to long-term debt

 

-

  

-

  

-

  

31

  

-

  

31

 

Reductions in long-term debt

 

-

  

-

  

-

  

(865

)

 

-

  

(865

)

Additions/(reductions) in short-term

debt - net

 


-

  


(6


)

 


-

  


(594


)

 


-

  


(600


)

Cash dividends

 

(4,866

)

 

(93

)

 

-

  

(1,017

)

 

1,110

  

(4,866

)

Net ExxonMobil shares sold/(acquired)

 

(3,788

)

 

-

  

-

  

-

  

-

  

(3,788

)

Net intercompany financing activity

 

-

  

148

  

-

  

(121

)

 

(27

)

 

-

 

All other financing, net

 

-

  

(21

)

 

-

  

(548

)

 

21

  

(548

)

Net cash provided by/(used in)

financing activities

 


(8,654


)

 


28


 


-

  


(3,114


)

 


1,104

  


(10,636


)

Effects of exchange rate changes

on cash

 


-

  


-

  


-

  


429


 


-

  


429


Increase/(decrease) in cash and cash

equivalents


$


1,463



$


-

 


$


-

 


$


2,323

 


$


-

 


$


3,786

 



-17-



EXXON MOBIL CORPORATION



Item 2.

Management's Discussion and Analysis of Financial Condition

and Results of Operations


FUNCTIONAL EARNINGS SUMMARY

 

Third Quarter

 

First Nine Months

 
 

2004

 

2003

 

2004

 

2003

 
 

                               (millions of dollars)

 

Net Income (U.S. GAAP)

            

Upstream

            

   United States

$

1,173

 

$

883

 

$

3,564

 

$

3,049

 

   Non-U.S.

 

2,756

  

1,819

  

8,224

  

8,184

 

Downstream

            

   United States

 

11

  

371

  

1,310

  

964

 

   Non-U.S.

 

840

  

540

  

2,052

  

1,816

 

Chemical

            

   United States

 

329

  

25

  

595

  

169

 

   Non-U.S.

 

680

  

205

  

1,585

  

787

 

Corporate and financing

 

(109

)

 

(193

)

 

(420

)

 

(659

)

Income before accounting change

 

5,680

  

3,650

  

16,910

  

14,310

 

Accounting change

 

0

  

0

  

0

  

550

 

Net Income (U.S. GAAP)

$

5,680

 

$

3,650

 

$

16,910

 

$

14,860

 
             
             

Net income per common share

$

0.88

 

$

0.55

 

$

2.60

 

$

2.23

 

Net income per common share

   - assuming dilution


$


0.88

 


$


0.55

 


$


2.59

 


$


2.22

 
             

Special items included in net income

            

Non-U.S. Upstream

            

   Gain on transfer of Ruhrgas shares

$

0

 

$

0

 

$

0

 

$

1,700

 

U.S. Downstream

            

   Allapattah lawsuit provision

$

(550

)

$

0

 

$

(550

)

$

0

 



REVIEW OF THIRD QUARTER AND FIRST NINE MONTHS 2004 RESULTS


Exxon Mobil Corporation estimated third quarter 2004 net income of $5,680 million ($0.88 per share), including a $550 million charge for the Allapattah lawsuit provision, increased $2,030 million from the third quarter of 2003.  Revenues and other income for the third quarter of 2004 totaled $76,375 million compared with $59,841 million in 2003, reflecting significantly higher prices.

_____________________________________________


Record net income of $16,910 million ($2.59 per share) for the first nine months of 2004 increased $2,050 million from 2003.  Net income for 2004 included a provision of $550 million for the Allapattah lawsuit.  Net income for the first nine months of 2003 included a $550 million positive impact for the required adoption of FAS 143 relating to accounting for asset retirement obligations and a one-time gain of $1,700 million from the transfer of shares in Ruhrgas AG.  Revenues and other income for the first nine months of 2004 totaled $214,670 million compared with $180,786 million in 2003, reflecting higher prices.




-18-



 

Third Quarter

 

  First Nine Months

 
 

     2004

 

     2003

 

     2004

 

     2003

 
 

                                  (millions of dollars)

 

Upstream

            

   United States

$

1,173

 

$

883

 

$

3,564

 

$

3,049

 

   Non-U.S.

 

2,756

  

1,819

  

8,224

  

8,184

 

Total

$

3,929

 

$

2,702

 

$

11,788

 

$

11,233

 

Special items included in net income

            

Non-U.S. Upstream

            

   Gain on transfer of Ruhrgas shares

$

0

 

$

0

 

$

0

 

$

1,700

 


Upstream earnings were $3,929 million, an increase of $1,227 million from the third quarter of 2003 reflecting higher crude oil and natural gas prices.


Liquids production of 2,506 kbd (thousands of barrels per day) increased by 1 percent versus the third quarter of 2003.  Higher production from new fields in West Africa and Norway was partly offset by natural field decline in mature areas, adverse entitlement effects, divestment impacts, and planned maintenance activity.


Third quarter natural gas production increased to 8,428 mcfd (millions of cubic feet per day) from 8,323 mcfd last year.  Higher European volumes, the impact of projects and work programs and an additional LNG train in Qatar were partly offset by natural field decline in mature areas, planned maintenance activity, divestment impacts and adverse entitlement effects.


On an oil-equivalent basis, production increased by 1 percent versus third quarter 2003.  Plans for long-term capacity increases remain on track as reflected by continued high levels of capital spending.


Earnings from U.S. upstream operations were $1,173 million, up $290 million.  Non-U.S. upstream earnings of $2,756 million were $937 million higher than last year's third quarter.

_____________________________________________


Upstream earnings in the first nine months of 2004 of $11,788 million increased $555 million from the first nine months of 2003 which included a $1,700 million gain from the transfer of shares of Ruhrgas AG.  First nine months 2004 results benefited from higher liquids and natural gas realizations and increased production.


Liquids production of 2,574 kbd increased by 3 percent versus the first nine months of 2003.  Higher production in West Africa and Norway, was partly offset by natural field decline in mature areas, adverse entitlement effects and divestment impacts.


Natural gas production of 9,640 mcfd, decreased 230 mcfd from 2003.  Natural field decline in mature areas, adverse entitlement effects and divestment impacts were partly offset by the start-up of an additional LNG train in Qatar and by projects and work programs.


On an oil-equivalent basis, production increased by 1 percent from the first nine months of last year.  Excluding divestment and entitlement effects, production increased by 4 percent.


Earnings from U.S. upstream operations for the first nine months of 2004 were $3,564 million, an increase of $515 million.  Earnings outside the U.S. of $8,224 million compared to $8,184 million, which included the one-time $1,700 million Ruhrgas gain.  Non-U.S. earnings benefited from liquids production growth and higher liquids and natural gas realizations.



-19-





  

Third Quarter

 

First Nine Months

 
  

2004

 

2003

 

2004

 

2003

 
 

                        (millions of dollars)

 

Downstream

            

   United States

$

11

 

$

371

 

$

1,310

 

$

964

 

   Non-U.S.

 

840

  

540

  

2,052

  

1,816

 

Total

$

851

 

$

911

 

$

3,362

 

$

2,780

 

Special items included in net income

            

U.S. Downstream

            

   Allapattah lawsuit provision

$

(550

)

$

0

 

$

(550

)

$

0

 


Downstream earnings in the third quarter 2004 were $851 million and included a $550 million charge for the Allapattah lawsuit provision.  Third quarter 2004 results benefited from stronger refining margins and higher refinery throughput from more efficient operations partly offset by continued weakness in marketing margins.  Petroleum product sales were 8,242 kbd, 311 kbd higher than last year's third quarter.


U.S. downstream earnings of $11 million increased $190 million from last year's third quarter before the lawsuit provision.  Non-U.S. downstream earnings of $840 million were $300 million higher than last year's third quarter.

_____________________________________________


Downstream earnings in the first nine months of 2004 of $3,362 million, including the $550 million lawsuit provision, compared to $2,780 million in the first nine months of 2003, the increase reflecting stronger worldwide refining margins and higher refinery throughput partly offset by weak marketing margins.  Petroleum product sales of 8,131 kbd compared with 7,862 kbd in the first nine months of 2003.


U.S. downstream earnings of $1,310 million increased $896 million from 2003, before the lawsuit provision.  Non-U.S. downstream earnings of $2,052 million were $236 million higher than last year.




 

  Third Quarter

 

  First Nine Months

 
 

     2004

 

     2003

 

     2004

 

     2003

 
 

   (millions of dollars)                

 

Chemical

            

   United States

$

329

 

$

25

 

$

595

 

$

169

 

   Non-U.S.

 

680

  

205

  

1,585

  

787

 

Total

$

1,009

 

$

230

 

$

2,180

 

$

956

 


Chemical earnings in the third quarter of 2004 were a record $1,009 million and were up $779 million from the same quarter a year ago due to improved margins and increased sales volumes.  Record prime product sales of 7,117 kt (thousands of metric tons) were up 457 kt, reflecting improved demand.

_____________________________________________


Chemical earnings for the first nine months of $2,180 million were up $1,224 million from 2003 due to improved margins, higher volumes and favorable foreign exchange effects.  Prime product sales were 20,839 kt, up 5 percent, reflecting higher demand.


-20-



 

  Third Quarter

 

  First Nine Months

 
 

     2004

 

     2003

 

     2004

 

     2003

 
 

                                    (millions of dollars)

 

All other segments

            

Corporate and financing

$

(109

)

$

(193

)

$

(420

)

$

(659

)

Accounting change

 

0

  

0

  

0

  

550

 

Total

$

(109

)

$

(193

)

$

(420

)

$

(109

)


Corporate and financing expenses in the third quarter of 2004 of $109 million decreased by $84 million mainly due to lower U.S. pension costs and higher interest income.

_____________________________________________


Corporate and financing expenses for the first nine months of 2004 of $420 million decreased by $239 million mainly due to lower U.S. pension costs and lower net interest expense.  First quarter 2003 earnings included a $550 million positive impact from the required adoption of the new accounting standard for asset retirement obligations.



LIQUIDITY AND CAPITAL RESOURCES


   

  First Nine Months

 
 


 


 

2004

 

2003

 
 


(millions of dollars)

 

Net cash provided by/(used in)

            

Operating activities

      

$

28,243

 

$

21,699

 

Investing activities

       

(11,020

)

 

(7,706

)

Financing activities

       

(11,707

)

 

(10,636

)

Effect of exchange rate changes

       

(34

)

 

429

 

Increase/(decrease) in cash and cash equivalents

      

$

5,482

 

$

3,786

 
             

Cash and cash equivalents

      

$

16,108

 

$

11,015

 

Cash and cash equivalents - restricted (note 4)

       

4,602

  

0

 

Total cash and cash equivalents (at end of period)

      

$

20,710

 

$

11,015

 


Cash provided by operating activities totaled $28,243 million for the first nine months of 2004 versus $21,699 million in the same period last year which included non-cash net income for the site restoration accounting change and the Ruhrgas transaction.  Major sources of funds were net income of $16,910 million and non-cash provisions of $7,154 million for depreciation and depletion.  For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.


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

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


-21-



Investing activities in 2004 used net cash of $11,020 million compared to $7,706 million in the prior year. Spending for additions to property, plant and equipment of $8,579 million and proceeds from asset divestments of $1,952 million were comparable to the respective amounts in the prior year.  As discussed in note 4 to the condensed consolidated financial statements, investing activities in 2004 included a pledge in the second quarter by the corporation to the issuer of a litigation related appeal bond of collateral consisting of restricted cash and cash equivalents of $4,602 million.


Net cash used in financing activities of $11,707 million in the first nine months of 2004 compared to $10,636 million in the 2003 period reflecting a higher level of purchases of ExxonMobil shares in the current year partially offset by the absence of debt reduction in the prior year.


Total cash and cash equivalents, including the $4.6 billion of restricted cash, was $20.7 billion at the end of the third quarter of 2004.


During the third quarter of 2004, the corporation purchased 65 million shares of its common stock for the treasury at a gross cost of $3,010 million.  Shares outstanding were reduced from 6,506 million at the end of the second quarter of 2004 to 6,451 million at the end of the third quarter.  During the first nine months of 2004, the corporation purchased 157 million shares of its common stock for the treasury at a gross cost of $6,910 million.  These purchases were to offset shares issued in conjunction with company benefit plans and programs and to reduce the number of shares outstanding.  Purchases may be made in both the open market and through negotiated transactions and may be increased, decreased or discontinued at any time without prior notice.


Total debt of $10.1 billion at September 30, 2004 was $0.6 billion higher than at year-end 2003.  The corporation's debt to total capital ratio was 9.3 percent at the end of both the third quarter of 2004 and year-end 2003.


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


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


The corporation, as part of its ongoing asset management program, continues to evaluate its mix of assets for potential upgrade.  Because of the ongoing nature of this program, dispositions will continue to be made from time to time which will result in either gains or losses.  On November 1, 2004 the corporation announced that its subsidiary, Esso Nederland B.V., had signed a Heads of Agreement (HOA) with the State of the Netherlands and Shell Nederland B.V. to restructure its interest in the Dutch gas transportation business.  The HOA contains the principal terms and conditions under which Esso Nederland B.V. and Shell Nederland B.V. will agree to transfer their ownership share of 25 percent each in Gasunie's gas transportation business to the State of the Netherlands. The corporation's net compensation is expected to be 1.4 billion Euros.  The final transaction remains subject to regulatory reviews.  The pa rties intend to finalize the restructuring by mid-2005. It is anticipated that this restructuring will have a positive impact on the corporation's results.



-22-



TAXES

 

  Third Quarter

 

  First Nine Months

 
 

     2004

 

     2003

 

      2004

 

      2003

 
 

                        (millions of dollars)

 

Taxes

            

Income taxes

$

3,854

 

$

2,312

 

$

11,066

 

$

8,278

 

Excise taxes

 

7,045

  

5,900

  

19,975

  

17,627

 

All other taxes and duties

 

10,791

  

10,207

  

32,186

  

29,381

 

Total

$

21,690

 

$

18,419

 

$

63,227

 

$

55,286

 
             

Effective income tax rate

 

41.9

%

 

40.3

%

 

41.4

%

 

38.5

%


Income, excise and all other taxes for the third quarter of 2004 of $21,690 million were up $3,271 million compared to last year.  In the third quarter of 2004 income tax expense was $3,854 million and the effective income tax rate was 41.9 percent, compared to $2,312 million and 40.3 percent, respectively, in the prior year period.  Excise and all other taxes and duties were higher reflecting higher prices and foreign exchange effects.

_____________________________________________


Income, excise and all other taxes for the first nine months of 2004 of $63,227 million were up $7,941 million compared to last year.  First nine months of 2004 income tax expense was $11,066 million and the effective income tax rate was 41.4 percent, compared to $8,278 million and 38.5 percent, respectively, in the prior year period.  The effective income tax rate in the first nine months of 2004 was similar to the prior year, excluding the income tax effects of the gain on the Ruhrgas share transfer in the first quarter of 2003.  During both years, the corporation continued to benefit from the favorable resolution of tax related issues.  Excise and all other taxes and duties were higher reflecting higher prices and foreign exchange effects.



CAPITAL AND EXPLORATION EXPENDITURES


 

  Third Quarter

 

  First Nine Months

 
 

     2004

 

     2003

 

     2004

 

      2003

 
 

                        (millions of dollars)

 

Capital and exploration expenditures

            

Upstream (including exploration expenses)

$

2,877

 

$

2,979

 

$

8,421

 

$

8,684

 

Downstream

 

600

  

668

  

1,734

  

1,962

 

Chemical

 

154

  

183

  

434

  

485

 

Other

 

3

  

8

  

63

  

34

 

Total

$

3,634

 

$

3,838

 

$

10,652

 

$

11,165

 


In the third quarter, ExxonMobil continued its active investment program, spending $3,634 million on capital and exploration projects, compared with $3,838 million last year, reflecting continued strong levels of upstream spending.

_____________________________________________


Capital and exploration expenditures were $10,652 million in the first nine months of 2004 compared to $11,165 million in the prior year period.


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



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EMERGING ISSUE RELATED TO ACCOUNTING FOR SUSPENDED WELL COSTS


At its September 29-30, 2004 meeting, the Emerging Issues Task Force (EITF) discussed Issue No. 04-9, "Accounting for Suspended Well Costs." FASB Statement No. 19 (FAS 19), "Financial Accounting and Reporting by Oil and Gas Producing Companies", requires costs of drilling exploratory wells to be capitalized pending determination of whether the well has found proved reserves.  If the well has found proved reserves, the capitalized costs are included in wells, equipment, and facilities.  If, however, the well has not found proved reserves, the capitalized costs of drilling the well are expensed, net of any salvage value, within one year except under certain specific circumstances.  Questions have arisen in practice about the application of this guidance.  The EITF agreed to remove this issue from the EITF agenda and requested that the FASB consider an amendment to FAS 19 to address this issue. &nb sp;The EITF recommended that the FASB amend FAS 19 to permit the continued capitalization of exploratory well costs beyond one year if (a) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (b) the entity is making sufficient progress assessing the reserves and the economic and operating viability of the project.


ExxonMobil continues to carry as an asset the cost of drilling exploratory wells that find sufficient quantities of reserves to justify their completion as producing wells if the required capital expenditure is made and drilling of additional exploratory wells is under way or firmly planned for the near future.  Once exploration activities demonstrate that sufficient quantities of commercially producible reserves have been discovered, continued capitalization is dependent on project reviews, which take place at least annually, to ensure that satisfactory progress toward ultimate development of the reserves is being achieved.  Exploratory well costs not meeting these criteria are charged to expense.  ExxonMobil does not believe that this issue will have a material impact on its financial statements.



FORWARD-LOOKING STATEMENTS


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



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EXXON MOBIL CORPORATION



Item 3.  Quantitative and Qualitative Disclosures About Market Risk


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


Item 4.  Controls and Procedures


As indicated in the certifications in Exhibit 31 of this report, the corporation's principal executive officer, principal accounting officer and principal financial officer have evaluated the corporation's disclosure controls and procedures as of September 30, 2004.  Based on that evaluation, these officers have concluded that the corporation's disclosure controls and procedures are effective for the purpose of ensuring that material information required to be in this quarterly report is made known to them by others on a timely basis.  There have not been changes in the corporation's internal control over financial reporting that occurred during the corporation's last fiscal quarter that have materially affected, or are reasonably likely to materially affect the corporation's internal control over financial reporting.



PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings


In a previously reported matter, the United States Environmental Protection Agency ("EPA") formally withdrew its Notice of Violation issued on November 14, 2003 alleging that the corporation's Baytown refinery released for distribution a batch of conventional gasoline with a Reid vapor pressure (RVP) in excess of prescribed limits.  The EPA accepted ExxonMobil's arguments, reversed its position on the merits, and determined that ExxonMobil had not violated the RVP standard.  The letter of withdrawal was received from the EPA on September 28, 2004.


Regarding a previously reported matter, the corporation executed a settlement agreement with the Office of the Attorney General of the State of New York ("New York"), and a consent order was entered into, in September 2004, in the case "State of New York v. Mobil Business Resources Corporation f/k/a Mobil Administration Services, Inc. and Mobil Oil Corporation, f/k/a Socony Vacuum Oil Company."  New York had alleged that petroleum was discharged from an underground storage tank at a corporation-owned Mobil service station in Mamaroneck, New York, and that the corporation failed to remediate and report the alleged spill.  Pursuant to the settlement, the corporation paid $250,000 in penalties in September, with another $300,000 in penalties being suspended (payable only if the corporation fails to complete the remediation under the consent order).  The total settlement value was $3 .65 million, including past remediation costs, interest and penalties.


In another previously reported matter, the corporation and the EPA have signed a consent decree in the case "U.S. v. Mobil Exploration & Producing U.S., Inc.".  This case relates to the McElmo Creek and Ratherford production units in Utah, which are operated by the corporation and in which it has an interest.  The EPA had alleged that the units had violated the Spill Prevention Control and Countermeasures Regulations and the Clean Water Act by reason of discharges of produced waters into navigable waters of the United States.  Under the terms of the consent decree, the corporation has agreed to pay a penalty in the amount of $515,000 (anticipated to be paid in fourth quarter 2004) and to undertake a supplemental


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environmental project in the amount of $327,000.  The consent decree was entered in the U.S. District Court for Utah, Central Division, on September 29, 2004, following a 30-day comment period.


The EPA issued a complaint on August 13, 2004 (in the matter of ExxonMobil Chemical Company, Baytown, Texas), which arose out of a multimedia inspection conducted at the corporation's Baytown Chemical Plant (BTCP) in August 1999.  The complaint alleges that the inspector identified three open-ended lines in the Paraxylene Adsorption Unit, one open-ended line in the Naptha Rerun Unit, and three open-ended lines in the Isobutylene Unit in violation of the Clean Air Act.  The lines were all plugged prior to the conclusion of the inspection.  The complaint also alleges that BTCP failed to timely submit two semi-annual reports for the Butyl Polymers Elastomer Product Process Unit.  The complaint proposes a civil penalty of $126,500.  The corporation answered the complaint on October 25, 2004, generally denying the allegations pending further investigation.  A meeting with EPA Region 6 is e xpected to be arranged in the near future to discuss resolution of the allegations.


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


Item 2.  Changes in Securities and Use of Proceeds


 

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

          
       

Total Number of

 

Maximum Number

       

Shares Purchased

 

of Shares that May

   

Total Number

 

Average

 

as Part of Publicly

 

Yet Be Purchased

   

of Shares

 

Price Paid

 

Announced Plans

 

Under the Plans or

 

Period

 

Purchased

 

per Share

 

or Programs

 

Programs


 

July, 2004

 

15,472,841

 

$45.45

 

15,472,841

  
          
 

August, 2004

 

24,335,496

 

$45.36

 

24,335,496

  
          
 

September, 2004

 

25,190,197

 

$47.77

 

25,190,197

  
          
 

Total

 

64,998,534

 

$46.31

 

64,998,534

 

(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.





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Item 6.  Exhibits and Reports on Form 8-K


a)

Exhibits


10(iii)(c.2)

2004 Non-Employee Director Restricted Stock Plan, July 28, 2004 resolution.


31.1

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

 

  Executive Officer.


31.2

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

  Accounting Officer.


31.3

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

  Financial Officer.


32.1

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

  

 

  Executive Officer.


32.2

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

  Principal Accounting Officer.


32.3

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

  Principal Financial Officer.


b)

Reports on Form 8-K


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


On September 1, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 7.01 information about the intention of Harry J. Longwell, executive vice president and a director of Exxon Mobil Corporation, to retire.


On October 15, 2004, the registrant filed a Current Report on Form 8-K under Item 8.01 about a court ruling related to the Allapattah case.


On October 28, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 7.01, and also pursuant to Item 2.02, its News Release, dated October 28, 2004, announcing third quarter results and the information in the related 3Q04 Investor Relations Data Summary.


On November 1, 2004, the registrant filed a Current Report on Form 8-K under Item 8.01 announcing the restructuring of its interest in the Dutch gas transportation business.



Reports listed above as “furnished” under Items 9 and 12 and Items 2.02 and 7.01 are not deemed “filed” with the SEC and are not incorporated by reference herein or in any other SEC filings.




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EXXON MOBIL CORPORATION



SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




EXXON MOBIL CORPORATION




Date: November 8, 2004  

By:   /s/  Patrick T. Mulva                        

        Name:  Patrick T. Mulva

           

        Title:     Vice President, Controller and

                      Principal Accounting Officer




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INDEX TO EXHIBITS


Exhibit

Description


10(iii)(c.2)

2004 Non-Employee Director Restricted Stock Plan, July 28, 2004 resolution.


31.1

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

  Chief Executive Officer.


31.2

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

  Principal Accounting Officer.


31.3

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

  Principal Financial Officer.


32.1

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

  

  Executive Officer.


32.2

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

 

   Accounting Officer.


32.3

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

 

   Financial Officer.







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