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 September 30, 2006


or


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

THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________to________


Commission File Number 1-2256



                                 EXXON MOBIL CORPORATION                                 

(Exact name of registrant as specified in its charter)




                            NEW JERSEY                                                             13-5409005                         

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

               incorporation or organization)                                        Identification Number)               


     5959 Las Colinas Boulevard, Irving, Texas                             75039-2298       

(Address of principal executive offices)                               (Zip Code)


                                         (972) 444-1000                                         

(Registrant's telephone number, including area code)



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


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerate 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 September 30, 2006

Common stock, without par value                                                              5,832,488,445                







EXXON MOBIL CORPORATION


FORM 10-Q


FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006


TABLE OF CONTENTS


Page

Number


PART I.  FINANCIAL INFORMATION


Item 1.

Financial Statements


Condensed Consolidated Statement of Income

3

Three months and nine months ended September 30, 2006 and 2005


Condensed Consolidated Balance Sheet

4

As of September 30, 2006 and December 31, 2005


Condensed Consolidated Statement of Cash Flows

5

Nine months ended September 30, 2006 and 2005


Notes to Condensed Consolidated Financial Statements

6-18


Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

19-25


Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26


Item 4.

Controls and Procedures

26


PART II.  OTHER INFORMATION


Item 1.

Legal Proceedings

26


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27


Item 6.

Exhibits

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,

 
  

2006

  

2005

  

2006

  

2005

 

REVENUES AND OTHER INCOME

            

Sales and other operating revenue (1) (2)

$

96,268

 

$

96,731

 

$

278,609

 

$

262,828

 

Income from equity affiliates

 

1,778

  

3,080

  

5,265

  

5,957

 

Other income

 

1,547

  

906

  

3,733

  

2,551

 

       Total revenues and other income

 

99,593

  

100,717

  

287,607

  

271,336

 

 

            

COSTS AND OTHER DEDUCTIONS

            

Crude oil and product purchases (2)

 

49,364

  

52,345

  

140,365

  

136,334

 

Production and manufacturing expenses

 

7,057

  

6,537

  

21,897

  

19,089

 

Selling, general and administrative expenses

 

3,412

  

3,765

  

10,435

  

10,724

 

Depreciation and depletion

 

2,730

  

2,513

  

8,134

  

7,582

 

Exploration expenses, including dry holes

 

352

  

248

  

810

  

635

 

Interest expense

 

281

  

73

  

553

  

373

 

Excise taxes (1)

 

7,764

  

8,160

  

23,639

  

22,913

 

Other taxes and duties (2)

 

10,163

  

10,850

  

29,206

  

31,504

 

Income applicable to minority and preferred interests

 

292

  

174

  

727

  

468

 

       Total costs and other deductions

 

81,415

  

84,665

  

235,766

  

229,622

 

 

            

INCOME BEFORE INCOME TAXES

 

18,178

  

16,052

  

51,841

  

41,714

 

       Income taxes

 

7,688

  

6,132

  

22,591

  

16,294

 

NET INCOME

$

10,490

 

$

9,920

 

$

29,250

 

$

25,420

 
             

 

            

NET INCOME PER COMMON SHARE (dollars)

$

1.79

 

$

1.60

 

$

4.91

 

$

4.04

 

 

            

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION (dollars)

$

1.77

 

$

1.58

 

$

4.86

 

$

4.00

 
             
             

DIVIDENDS PER COMMON SHARE (dollars)

$

0.32

 

$

0.29

 

$

0.96

 

$

0.85

 
             
             

(1) Excise taxes included in sales and other

            

         operating revenue

$

7,764

 

$

8,160

 

$

23,639

 

$

22,913

 
             

(2) Amounts included in prior period sales and other operating

            

         revenue for purchases/sales contracts with the same

            

         counterparty. Associated costs are included in crude oil

            

         and product purchases and other taxes and duties.

            

         See accounting change note 2 on page 6.

$

0

 

$

8,439

 

$

0

 

$

23,106

 



-3-



EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)


 

Sept. 30,

 

Dec. 31,

 
 

2006

 

2005

 

ASSETS

        

Current assets

        

   Cash and cash equivalents

 

$

32,734

  

$

28,671

 

   Cash and cash equivalents - restricted (note 4)

  

4,604

   

4,604

 

   Notes and accounts receivable - net

  

28,390

   

27,484

 

   Inventories

        

     Crude oil, products and merchandise

  

10,858

   

7,852

 

     Materials and supplies

  

1,670

   

1,469

 

   Prepaid taxes and expenses

  

3,497

   

3,262

 

     Total current assets

  

81,753

   

73,342

 

Property, plant and equipment - net

  

111,722

   

107,010

 

Investments and other assets

  

30,472

   

27,983

 
         

     TOTAL ASSETS

 

$

223,947

  

$

208,335

 
         

LIABILITIES

        

Current liabilities

        

   Notes and loans payable

 

$

2,125

  

$

1,771

 

   Accounts payable and accrued liabilities

  

40,225

   

36,120

 

   Income taxes payable

  

12,454

   

8,416

 

     Total current liabilities

  

54,804

   

46,307

 

Long-term debt

  

6,464

   

6,220

 

Deferred income tax liabilities

  

21,018

   

20,878

 

Other long-term liabilities

  

25,068

   

23,744

 
         

     TOTAL LIABILITIES

  

107,354

   

97,149

 
         

Commitments and contingencies (note 4)

        
         

SHAREHOLDERS' EQUITY

        

Common stock, without par value:

        

   Authorized:  

9,000 million shares

        

   Issued:      

8,019 million shares

  

4,665

   

4,477

 

Earnings reinvested

  

186,810

   

163,335

 

Accumulated other nonowner changes in equity

        

   Cumulative foreign exchange translation adjustment

  

2,912

   

979

 

   Minimum pension liability adjustment

  

(2,364

)

  

(2,258

)

Common stock held in treasury:

        

       2,187 million shares at September 30, 2006

  

(75,430

)

    

       1,886 million shares at December 31, 2005

      

(55,347

)

         

     TOTAL SHAREHOLDERS' EQUITY

  

116,593

   

111,186

 
         

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

223,947

  

$

208,335

 


The number of shares of common stock issued and outstanding at September 30, 2006 and

December 31, 2005 were 5,832,488,445 and 6,132,998,174, respectively.




-4-




EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)




  

Nine Months Ended

 
  

September 30,

 
   

2006

   

2005

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

   Net income

 

$

29,250

  

$

25,420

 

   Depreciation and depletion

  

8,134

   

7,582

 

   Changes in operational working capital, excluding cash and debt

  

3,836

   

6,226

 

   All other items - net

  

(796

)

  

(1,480

)

         

    Net cash provided by operating activities

  

40,424

   

37,748

 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

   Additions to property, plant and equipment

  

(11,301

)

  

(9,940

)

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

  

2,328

   

4,580

 

   Other investing activities - net

  

(1,791

)

  

(2,019

)

         

    Net cash used in investing activities

  

(10,764

)

  

(7,379

)

         

CASH FLOWS FROM FINANCING ACTIVITIES

        

   Additions to long-term debt

  

123

   

61

 

   Reductions in long-term debt

  

(31

)

  

(83

)

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

  

245

   

(993

)

   Cash dividends to ExxonMobil shareholders

  

(5,775

)

  

(5,390

)

   Cash dividends to minority interests

  

(207

)

  

(229

)

   Changes in minority interests and sales/(purchases)

        

      of affiliate stock

  

(380

)

  

(351

)

   Taxes from employee stock-based awards

  

270

   

0

 

   Net ExxonMobil shares acquired

  

(20,379

)

  

(11,985

)

         

    Net cash used in financing activities

  

(26,134

)

  

(18,970

)

         

Effects of exchange rate changes on cash

  

537

   

(690

)

         

Increase/(decrease) in cash and cash equivalents

  

4,063

   

10,709

 

Cash and cash equivalents at beginning of period

  

28,671

   

18,531

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

32,734

  

$

29,240

 
         

SUPPLEMENTAL DISCLOSURES

        

   Income taxes paid

 

$

18,637

  

$

15,104

 

   Cash interest paid

 

$

1,099

  

$

361

 




-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 2005 Annual Report on Form 10-K.  In the opinion of the Corporation, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein.  All such adjustments are of a normal recurring nature.  The Corporation's exploration and production activities are accounted for under the "successful efforts" method.  A reclassification to the prior period balance sheet to combine the amounts for "Benefit plan related balances" and "Common stock" per the adoption of FAS 123R has been made to conform to the current presentation.



2.

Accounting Change for Purchases/Sales Contracts


Effective January 1, 2006, the Corporation adopted the Emerging Issues Task Force (EITF) consensus on Issue No. 04-13, “Accounting for Purchases and Sales of Inventory with the Same Counterparty.”  The EITF concluded that purchases and sales of inventory with the same counterparty that are entered into in contemplation of one another should be combined and recorded as exchanges measured at the book value of the item sold.  In prior periods, the Corporation recorded certain crude oil, natural gas, petroleum product and chemical sales and purchases contemporaneously negotiated with the same counterparty as revenues and purchases.  As a result of the EITF consensus, the Corporation’s accounts “Sales and other operating revenue”, “Crude oil and product purchases” and "Other taxes and duties" on the income statement were reduced by associated amounts with no impact on net income. All operating segments are affected by this change, with the largest impact in the Downstream.



3.

Accounting Change for Share-based Payments


Effective January 1, 2006, the Corporation adopted the Financial Accounting Standards Board's revised Statement of Financial Accounting Standards No. 123 (FAS 123R), “Share-based Payment.” FAS 123R requires compensation costs related to share-based payments to be recognized in the income statement over the requisite service period. The amount of the compensation cost is to be measured based on the grant-date fair value of the instrument issued. FAS 123R is effective for awards granted or modified after the date of adoption and for awards granted prior to that date that have not vested. In 2003, the Corporation adopted a policy of expensing all share-based payments that is consistent with the provisions of FAS 123R, and all prior years' outstanding stock option awards have vested. FAS 123R does not materially change the Corporation’s existing accounting practices or the amount of share-based compensation recognized in earnings.


The cumulative compensation expense associated with share-based payments made in 2005, 2004 and 2003 has been recognized in the income statement using the “nominal vesting period approach.” The full cost of awards given to employees who have retired before the end of the vesting period has been expensed. The use of a “non-substantive vesting period approach” based on the retirement eligibility age is not significantly different from the nominal vesting period approach. The non-substantive vesting period approach is applicable to grants made after the adoption of FAS 123R.




-6-



Incentive Program


The 2003 Incentive Program provides for grants of stock options, stock appreciation rights (SARs), restricted stock and other forms of award. Awards may be granted to eligible employees of the Corporation and those affiliates at least 50 percent owned. The maximum number of shares of stock that may be issued under the 2003 Incentive Program is 220 million. Awards that are forfeited or expire, or are settled in cash, do not count against this maximum limit. The 2003 Incentive Program does not have a specified term. New awards may be made until the available shares are depleted, unless the Board terminates the plan early. Outstanding awards are subject to certain forfeiture provisions contained in the program or award instrument.


As under earlier programs, options and SARs may be granted at prices not less than 100 percent of market value on the date of grant and have a maximum life of 10 years. Most of the options and SARs normally first become exercisable one year following the date of grant. All remaining stock options and SARs outstanding were granted prior to 2002.


Restricted stock awards have been granted in the fourth quarter and the restricted shares were issued in the following first quarter. These shares are issued to employees from treasury stock. The units that are settled in cash are recorded as liabilities and their changes in fair value are recognized over the vesting period. During the applicable restricted periods, the shares may not be sold or transferred and are subject to forfeiture. The majority of the awards have graded vesting periods, with 50 percent of the shares in each award vesting after three years and the remaining 50 percent vesting after seven years. A small number of awards granted to certain senior executives have vesting periods of five years for 50 percent of the award and of ten years or retirement, which ever occurs later, for the remaining 50 percent of the award.


The Corporation has purchased shares in the open market and through negotiated transactions to offset shares issued in conjunction with benefit plans and programs.  Purchases may be discontinued at any time without prior notice.


In 2002, the Corporation began issuing restricted stock as share-based compensation in lieu of stock options. Compensation expense for these awards is based on the price of the stock at the date of grant and has been recognized in income over the requisite service period, which is the same method of accounting as under FAS 123R.  Prior to 2002, the Corporation issued stock options as share-based compensation, and since these awards vested prior to the effective date of FAS 123R, they continue to be accounted for by the method prescribed in APB 25, "Accounting for Stock Issued to Employees."  Under this method, compensation expense for awards granted in the form of stock options is measured at the intrinsic value of the options (the difference between the market price of the stock and the exercise price of the options) on the date of grant. Since these two prices are the same on the date of grant, no compensation expense has been recognized in income for these awards.




-7-



Restricted stock and restricted units


The following table summarizes information about restricted stock and restricted stock units, including those shares from former Mobil plans, for the nine months ended September 30, 2006.


      

Weighted

 
      

Average

 
      

Grant-Date

 
      

Fair Value

 
 

Restricted stock/units:

 

  Shares

  

per Share

 
   

(thousands)

    

Issued and outstanding at December 31, 2005

 

29,530

  

$41.52

 

2005 award issued in 2006

 

11,064

  

$58.43

 

Vested

 

(56

)

 

$44.17

 

Forfeited

 

(158

)

 

$46.33

 

Issued and outstanding at September 30, 2006

 

40,380

  

$46.13

 


As of September 30, 2006, there was $952 million of unrecognized compensation cost related to the nonvested restricted awards.  This cost is expected to be recognized over a weighted-average period of 4.3 years.  The compensation cost charged against income for the restricted stock and restricted units was $112 million and $80 million for the three months ended September 30, 2006, and 2005, respectively.  The income tax benefit recognized in income related to this compensation expense was $15 million and $14 million for the same periods, respectively.  The compensation cost charged against income for the restricted stock and restricted units was $407 million and $311 million for the nine months ended September 30, 2006, and 2005, respectively.  The income tax benefit recognized in income related to this compensation expense was $56 million in each of the respective periods.


Stock options


The following table summarizes information about stock options, including those shares from former Mobil plans, for the nine months ended September 30, 2006.


      

Weighted

 
    

Average

 

Average

 
    

Exercise

 

Remaining

 
    

Price

 

Contractual

 

Stock options:

 

Shares

 

per Share

 

Term

 
  

(thousands)

     
 

Outstanding at December 31, 2005

 

147,774

  

$37.11

    
 

Exercised

 

(26,807

)

 

$31.09

    
 

Forfeited

 

(242

)

 

$39.43

    
 

Outstanding at September 30, 2006

 

120,725

  

$38.44

 

3.5

 years

 
           
 

Exercisable at September 30, 2006

 

120,725

  

$38.44

 

3.5

 years

 


No compensation expense was recognized for stock options in the nine months ended September 30, 2006, and 2005, as all remaining outstanding stock options were granted prior to 2002 and are fully vested. No income tax benefit was recognized in income during the quarter related to stock options.  Cash received from stock option exercises for the nine months ended September 30, 2006, was $829 million.  The cash tax benefit realized for the options exercised in the nine months ended September 30, 2006, was $270 million.  The aggregate intrinsic value of stock options exercised in the nine months ended September 30, 2006, was $879 million and for the balance of outstanding stock options was $3,460 million.





-8-



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.


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 and paid. All of the punitive damage claims were consolidated in the civil trial that began in 1994. The first judgment from the United States District Court for the District of Alaska in the amount of $5 billion was vacated by the United States Court of Appeals for the Ninth Circuit as being excessive under the Constitution. The second judgment in the amount of $4 billion was vacated by the Ninth Circuit panel without argument and sent back for the District Court to reconsider in light of the recent U.S. Supreme Court decision in Campbell v. State Farm. The most recent District Court judgment for punitive damages was for $4.5 billion plus interest and was entered in January 2004. ExxonMobil and the plaintiffs have appealed this decision to the Ninth Circuit. The Corporation has posted a $5.4 billion letter of credit. Oral arguments were held before the Ninth Circuit on January 27, 2006. Management believes that the likelihood of the judgment being upheld is remote. While it is reasonably possible that a liability 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. Management believes that the likelihood of the judgment being upheld is remote. While it is reasonably possible that a liability may have been incurred by ExxonMobil from this dispute over royalties, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability. In May 2004, the Corporation posted a $4.5 billion supersedeas bond as required by Alabama law to stay execution of the judgment pending appeal. The Corporation has pledged to the issuer of the bond collateral consisting of cash and short-term, high-quality securities with an aggregate value of approximately $4.6 billion. This collateral is reported as restricted cash and cash equivalents on the Consolidated Balance Sheet. Under the terms of the pledge agreement, the Corporation is entitled to receive the income generated from the cash and securities and to make investment decisions, but is restricted from using the pledged cash and securities for any other purpose until such time the bond is canceled.



-9-



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 has appealed the punitive damage award to the U.S. Supreme Court.


In Allapattah v. Exxon, a jury in the United States District Court for the Southern District of Florida determined in 2001 that a class of Exxon dealers between March 1983 and August 1994 had been overcharged for gasoline. In June 2003, the Eleventh Circuit Court of Appeals affirmed the judgment and in March 2004, denied a petition for Rehearing En Banc. In October 2004, the U.S. Supreme Court granted review as to whether the class in the District Court judgment should include members that individually do not satisfy the $50,000 minimum amount-in-controversy requirement in federal court. In light of the Supreme Court’s decision to grant review of only part of ExxonMobil’s appeal, the Corporation took an after-tax charge of $550 million in the third quarter of 2004 reflecting the estimated liability, after considering potential set-offs and defenses for the claims under review by the Supreme Court. In June 2005, the Supreme Court granted the District Court the right to hear the claims of all class members and the Corporation took an after-tax charge of $200 million. The District Court has given final approval of a settlement of $1,075 million, pre-tax. This obligation has been fully accrued and was paid in the second quarter 2006.


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 September 30, 2006

 

Equity

  

Other

   
 

Company

  

Third Party

   
 

Obligations

  

Obligations

 

Total

 
 

(millions of dollars)

Total guarantees

 

$

3,411

 

$

418

 

$

3,829

 


The Corporation and certain of its consolidated subsidiaries were contingently liable at

September 30, 2006, for $3,829 million, primarily relating to ExxonMobil's guarantees of obligations of equity companies for notes, loans and other liabilities.


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, 2006, 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.



-10-




5.

Nonowner Changes in Shareholders' Equity



 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

 

September 30,

 
  

2006

  

2005

  

2006

  

2005

 
 

(millions of dollars)

 
             

Net income

$

10,490

 

$

9,920

 

$

29,250

 

$

25,420

 

Changes in other nonowner changes in equity

            

Foreign exchange translation adjustment

 

43

  

203

  

1,933

  

(2,147

)

Minimum pension liability adjustment

 

(8

)

 

152

  

(106

)

 

152

 

Reclassification adjustment for gain on sale of

            

    stock investment included in net income

 

0

  

0

  

0

  

(428

)

Total nonowner changes in shareholders' equity

$

10,525

 

$

10,275

 

$

31,077

 

$

22,997

 



6.

Earnings Per Share



 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

 

September 30,

 
  

2006

  

2005

  

2006

  

2005

 
             

NET INCOME PER COMMON SHARE

            

Net income (millions of dollars)

$

10,490

 

$

9,920

 

$

29,250

 

$

25,420

 

 

            

Weighted average number of common shares

            

  outstanding (millions of shares)

 

5,861

  

6,241

  

5,967

  

6,304

 
             

Net income per common share (dollars)

$

1.79

 

$

1.60

 

$

4.91

 

$

4.04

 
             

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION

            

Net income (millions of dollars)

$

10,490

 

$

9,920

 

$

29,250

 

$

25,420

 
             

Weighted average number of common shares

            

  outstanding (millions of shares)

 

5,861

  

6,241

  

5,967

  

6,304

 

    Effect of employee stock-based awards

 

61

  

62

  

55

  

57

 

Weighted average number of common shares

            

  outstanding - assuming dilution

 

5,922

  

6,303

  

6,022

  

6,361

 
             

Net income per common share

            

   - assuming dilution (dollars)

$

1.77

 

$

1.58

 

$

4.86

 

$

4.00

 




-11-



7.

Annuity Benefits and Other Postretirement Benefits


 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

 

September 30,

 
  

2006

  

2005

  

2006

  

2005

 
 

(millions of dollars)

 

Annuity Benefits - U.S.

            

   Components of net benefit cost

            

      Service cost

$

85

 

$

81

 

$

253

 

$

254

 

      Interest cost

 

159

  

150

  

476

  

469

 

      Expected return on plan assets

 

(157

)

 

(154

)

 

(469

)

 

(484

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

69

  

67

  

205

  

209

 

      Net pension enhancement and

            

        curtailment/settlement expense

 

39

  

30

  

118

  

94

 

      Net benefit cost

$

195

 

$

174

 

$

583

 

$

542

 
             
             

Annuity Benefits - Non-U.S.

            

   Components of net benefit cost

            

      Service cost

$

109

 

$

89

 

$

319

 

$

284

 

      Interest cost

 

225

  

193

  

661

  

619

 

      Expected return on plan assets

 

(247

)

 

(175

)

 

(729

)

 

(589

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

131

  

101

  

384

  

314

 

      Net pension enhancement and

            

        curtailment/settlement expense

 

10

  

1

  

12

  

2

 

      Net benefit cost

$

228

 

$

209

 

$

647

 

$

630

 
             
             

Other Postretirement Benefits

            

   Components of net benefit cost

            

      Service cost

$

19

 

$

18

 

$

56

 

$

52

 

      Interest cost

 

79

  

77

  

231

  

227

 

      Expected return on plan assets

 

(10

)

 

(10

)

 

(30

)

 

(29

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

 

57

  

51

  

163

  

151

 

      Net benefit cost

$

145

 

$

136

 

$

420

 

$

401

 




-12-



8.

Disclosures about Segments and Related Information



 

Three Months Ended

 

Nine Months Ended

 
 

September 30,

 

September 30,

 
  

2006

  

2005

  

2006

  

2005

 
 

(millions of dollars)

 

EARNINGS AFTER INCOME TAX

            

  Upstream

            

    United States

$

1,192

 

$

1,671

 

$

4,116

 

$

4,413

 

    Non-U.S.

 

5,301

  

5,678

  

15,894

  

12,898

 

  Downstream

            

    United States

 

1,272

  

1,109

  

3,305

  

2,753

 

    Non-U.S.

 

1,466

  

1,019

  

3,189

  

2,849

 

  Chemical

            

    United States

 

458

  

70

  

976

  

905

 

    Non-U.S.

 

893

  

402

  

2,164

  

1,813

 

  All other

 

(92

)

 

(29

)

 

(394

)

 

(211

)

  Corporate total

$

10,490

 

$

9,920

 

$

29,250

 

$

25,420

 
             

SALES AND OTHER OPERATING REVENUE (1) (2)

          

  Upstream

            

     United States

$

1,514

 

$

1,470

 

$

4,691

 

$

4,713

 

     Non-U.S.

 

6,059

  

6,585

  

21,860

  

17,066

 

  Downstream

            

     United States

 

25,068

  

26,026

  

71,852

  

67,768

 

     Non-U.S.

 

54,602

  

54,966

  

154,583

  

149,910

 

  Chemical

            

     United States

 

3,565

  

2,853

  

10,050

  

8,946

 

     Non-U.S.

 

5,454

  

4,814

  

15,559

  

14,402

 

  All other

 

6

  

17

  

14

  

23

 

  Corporate total

$

96,268

 

$

96,731

 

$

278,609

 

$

262,828

 
             

(1) Includes excise taxes

            

(2) Prior year period includes amounts in sales and

          

        other operating revenue for purchases/sales

          

        contracts with the same counterparty. See

          

        accounting change note 2 on page 6.

            
             

INTERSEGMENT REVENUE

            

  Upstream

            

     United States

$

1,675

 

$

1,922

 

$

5,614

 

$

5,396

 

     Non-U.S.

 

11,588

  

8,782

  

30,812

  

21,832

 

  Downstream

            

     United States

 

3,619

  

2,732

  

9,695

  

7,230

 

     Non-U.S.

 

12,955

  

12,067

  

36,287

  

30,578

 

  Chemical

            

     United States

 

2,067

  

1,920

  

5,990

  

4,997

 

     Non-U.S.

 

1,874

  

1,680

  

5,272

  

4,372

 

  All other

 

65

  

81

  

197

  

225

 




-13-



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, 2006) of Exxon Capital Corporation and the deferred interest debentures due 2012 ($1,511 million long-term) and the debt securities due 2006-2011 ($65 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.



     

SeaRiver

       
 

Exxon Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for three months ended September 30, 2006

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


4,286

 


$


-

 


$


-

 


$


91,982

 


$


-

 


$


96,268

 

Income from equity affiliates

 

10,302

  

-

  

(5

)

 

1,774

  

(10,293

)

 

1,778

 

Other income

 

314

  

-

  

-

  

1,233

  

-

  

1,547

 

Intercompany revenue

 

10,558

  

19

  

26

  

89,082

  

(99,685

)

 

-

 

Total revenues and other income

 

25,460

  

19

  

21

  

184,071

  

(109,978

)

 

99,593

 

Costs and other deductions

                  

Crude oil and product purchases

 

10,187

  

-

  

-

  

132,976

  

(93,799

)

 

49,364

 

Production and manufacturing

expenses

 


1,799

  


1

  


-

  


6,463

  


(1,206


)

 


7,057

 

 

Selling, general and administrative

expenses

 


584

  


-

  


-

  


2,987

  


(159


)

 


3,412

 

Depreciation and depletion

 

374

  

1

  

-

  

2,355

  

-

  

2,730

 

Exploration expenses, including dry

holes

 


60

  


-

  


-

  


292

  


-

  


352

 

Interest expense

 

1,327

  

5

  

46

  

3,434

  

(4,531

)

 

281

 

Excise taxes

 

-

  

-

  

-

  

7,764

  

-

  

7,764

 

Other taxes and duties

 

10

  

-

  

-

  

10,153

  

-

  

10,163

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


292

  


-

  


292

 

Total costs and other deductions

 

14,341

  

7

  

46

  

166,716

  

(99,695

)

 

81,415

 

Income before income taxes

 

11,119

  

12

  

(25

)

 

17,355

  

(10,283

)

 

18,178

 

Income taxes

 

629

  

5

  

(7

)

 

7,061

  

-

  

7,688

 

Net income

$

10,490

 

$

7

 

$

(18

)

$

10,294

 

$

(10,283

)

$

10,490

 




-14-


     

SeaRiver

       
 

Exxon Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for three months ended September 30, 2005

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


3,465

 


$


-

 


$


-

 


$


93,266

 


$


-

 


$


96,731

 

Income from equity affiliates

 

9,197

  

-

  

(9

)

 

3,085

  

(9,193

)

 

3,080

 

Other income

 

255

  

-

  

-

  

651

  

-

  

906

 

Intercompany revenue

 

9,632

  

14

  

14

  

76,063

  

(85,723

)

 

-

 

Total revenues and other income

 

22,549

  

14

  

5

  

173,065

  

(94,916

)

 

100,717

 

Costs and other deductions

                  

Crude oil and product purchases

 

8,565

  

-

  

-

  

125,338

  

(81,558

)

 

52,345

 

Production and manufacturing

expenses

 


1,754

  


1

  


-

  


6,061

  


(1,279


)

 


6,537

 

 

Selling, general and administrative

expenses

 


578

  


-

  


-

  


3,327

  


(140


)

 


3,765

 

Depreciation and depletion

 

344

  

1

  

-

  

2,168

  

-

  

2,513

 

Exploration expenses, including dry

holes

 


38

  


-

  


-

  


210

  


-

  


248

 

Interest expense

 

707

  

4

  

40

  

2,089

  

(2,767

)

 

73

 

Excise taxes

 

-

  

-

  

-

  

8,160

  

-

  

8,160

 

Other taxes and duties

 

7

  

-

  

-

  

10,843

  

-

  

10,850

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


174

  


-

  


174

 

Total costs and other deductions

 

11,993

  

6

  

40

  

158,370

  

(85,744

)

 

84,665

 

Income before income taxes

 

10,556

  

8

  

(35

)

 

14,695

  

(9,172

)

 

16,052

 

Income taxes

 

636

  

3

  

(9

)

 

5,502

  

-

  

6,132

 

Net income

$

9,920

 

$

5

 

$

(26

)

$

9,193

 

$

(9,172

)

$

9,920

 


Condensed consolidated statement of income for nine months ended September 30, 2006

      


Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$

12,436

 


$


-

 


$


-

 


$


266,173

 


$


-

 


$


278,609

 

Income from equity affiliates

 

28,646

  

-

  

7

  

5,256

  

(28,644

)

 

5,265

 

Other income

 

722

  

-

  

-

  

3,011

  

-

  

3,733

 

Intercompany revenue

 

30,374

  

52

  

69

  

251,293

  

(281,788

)

 

-

 

Total revenues and other income

 

72,178

  

52

  

76

  

525,733

  

(310,432

)

 

287,607

 

Costs and other deductions

                  

Crude oil and product purchases

 

28,914

  

-

  

-

  

377,212

  

(265,761

)

 

140,365

 

Production and manufacturing

expenses

 


5,588

  


2

  


-

  


20,029

  


(3,722


)

 


21,897

 

 

Selling, general and administrative

expenses

 


1,939

  


-

  


-

  


8,946

  


(450


)

 


10,435

 

Depreciation and depletion

 

1,027

  

3

  

-

  

7,104

  

-

  

8,134

 

Exploration expenses, including dry

holes

 


215

  


-

  


-

  


595

  


-

  


810

 

Interest expense

 

3,403

  

13

  

137

  

8,871

  

(11,871

)

 

553

 

Excise taxes

 

-

  

-

  

-

  

23,639

  

-

  

23,639

 

Other taxes and duties

 

26

  

-

  

-

  

29,180

  

-

  

29,206

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


727

  


-

  


727

 

Total costs and other deductions

 

41,112

  

18

  

137

  

476,303

  

(281,804

)

 

235,766

 

Income before income taxes

 

31,066

  

34

  

(61

)

 

49,430

  

(28,628

)

 

51,841

 

Income taxes

 

1,816

  

14

  

(24

)

 

20,785

  

-

  

22,591

 

Net income

$

29,250

 

$

20

 

$

(37

)

$

28,645

 

$

(28,628

)

$

29,250

 


-15-



     

SeaRiver

       
 

Exxon Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for nine months ended September 30, 2005

      


Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


11,260

 


$


-

 


$


-

 


$


251,568

 


$


-

 


$


262,828

 

Income from equity affiliates

 

23,272

  

-

  

(1

)

 

5,957

  

(23,271

)

 

5,957

 

Other income

 

564

  

-

  

-

  

1,987

  

-

  

2,551

 

Intercompany revenue

 

24,412

  

36

  

37

  

201,023

  

(225,508

)

 

-

 

Total revenues and other income

 

59,508

  

36

  

36

  

460,535

  

(248,779

)

 

271,336

 

Costs and other deductions

                  

Crude oil and product purchases

 

22,696

  

-

  

-

  

327,907

  

(214,269

)

 

136,334

 

Production and manufacturing

expenses

 


5,031

  


2

  


-

  


17,969

  


(3,913


)

 


19,089

 

 

Selling, general and administrative

expenses

 


1,776

  


1

  


-

  


9,315

  


(368


)

 


10,724

 

Depreciation and depletion

 

1,011

  

3

  

-

  

6,568

  

-

  

7,582

 

Exploration expenses, including dry

holes

 


115

  


-

  


-

  


520

  


-

  


635

 

Interest expense

 

1,795

  

11

  

118

  

5,462

  

(7,013

)

 

373

 

Excise taxes

 

-

  

-

  

-

  

22,913

  

-

  

22,913

 

Other taxes and duties

 

15

  

-

  

-

  

31,489

  

-

  

31,504

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


468

  


-

  


468

 

Total costs and other deductions

 

32,439

  

17

  

118

  

422,611

  

(225,563

)

 

229,622

 

Income before income taxes

 

27,069

  

19

  

(82

)

 

37,924

  

(23,216

)

 

41,714

 

Income taxes

 

1,649

  

7

  

(28

)

 

14,666

  

-

  

16,294

 

Net income

$

25,420

 

$

12

 

$

(54

)

$

23,258

 

$

(23,216

)

$

25,420

 




-16-




     

SeaRiver

       
 

Exxon Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 

Condensed consolidated balance sheet as of September 30, 2006

       

Cash and cash equivalents

$

6,912

 

$

-

 

$

-

 

$

25,822

 

$

-

 

$

32,734

 

Cash and cash equivalents - restricted

 

4,604

  

-

  

-

  

-

  

-

  

4,604

 

Notes and accounts receivable - net

 

2,175

  

-

  

-

  

26,215

  

-

  

28,390

 

Inventories

 

1,441

  

-

  

-

  

11,087

  

-

  

12,528

 

Prepaid taxes and expenses

 

1,352

  

-

  

14

  

2,131

  

-

  

3,497

 

      Total current assets

 

16,484

  

-

  

14

  

65,255

  

-

  

81,753

 

Property, plant and equipment - net

 

16,876

  

89

  

-

  

94,757

  

-

  

111,722

 

Investments and other assets

 

193,258

  

-

  

426

  

403,150

  

(566,362

)

 

30,472

 

Intercompany receivables

 

9,777

  

1,104

  

1,850

  

418,966

  

(431,697

)

 

-

 

      Total assets

$

236,395

 

$

1,193

 

$

2,290

 

$

982,128

 

$

(998,059

)

$

223,947

 
                   

Notes and loan payables

$

305

 

$

-

 

$

10

 

$

1,810

 

$

-

 

$

2,125

 

Accounts payable and accrued liabilities

 

3,014

  

1

  

1

  

37,209

  

-

  

40,225

 

Income taxes payable

 

0

  

14

  

-

  

12,440

  

-

  

12,454

 

      Total current liabilities

 

3,319

  

15

  

11

  

51,459

  

-

  

54,804

 

Long-term debt

 

270

  

160

  

1,576

  

4,458

  

-

  

6,464

 

Deferred income tax liabilities

 

2,875

  

26

  

249

  

17,868

  

-

  

21,018

 

Other long-term liabilities

 

5,788

  

25

  

-

  

19,255

  

-

  

25,068

 

Intercompany payables

 

107,550

  

139

  

383

  

323,625

  

(431,697

)

 

-

 

      Total liabilities

 

119,802

  

365

  

2,219

  

416,665

  

(431,697

)

 

107,354

 
                   

Earnings reinvested

 

186,810

  

43

  

(398

)

 

136,087

  

(135,732

)

 

186,810

 

Other shareholders' equity

 

(70,217

)

 

785

  

469

  

429,376

  

(430,630

)

 

(70,217

)

      Total shareholders' equity

 

116,593

  

828

  

71

  

565,463

  

(566,362

)

 

116,593

 

      Total liabilities and

        shareholders' equity


$


236,395

 


$


1,193

 


$


2,290

 


$


982,128

 


$


(998,059


)


$


223,947

 


Condensed consolidated balance sheet as of December 31, 2005

       

Cash and cash equivalents

$

12,076

 

$

-

 

$

-

 

$

16,595

 

$

-

 

$

28,671

 

Cash and cash equivalents - restricted

 

4,604

  

-

  

-

  

-

  

-

  

4,604

 

Notes and accounts receivable - net

 

2,183

  

-

  

-

  

25,301

  

-

  

27,484

 

Inventories

 

1,241

  

-

  

-

  

8,080

  

-

  

9,321

 

Prepaid taxes and expenses

 

117

  

-

  

-

  

3,145

  

-

  

3,262

 

      Total current assets

 

20,221

  

-

  

-

  

53,121

  

-

  

73,342

 

Property, plant and equipment - net

 

15,537

  

92

  

-

  

91,381

  

-

  

107,010

 

Investments and other assets

 

164,290

  

-

  

449

  

409,233

  

(545,989

)

 

27,983

 

Intercompany receivables

 

14,569

  

1,041

  

1,768

  

377,176

  

(394,554

)

 

-

 

      Total assets

$

214,617

 

$

1,133

 

$

2,217

 

$

930,911

 

$

(940,543

)

$

208,335

 
                   

Notes and loan payables

$

446

 

$

-

 

$

10

 

$

1,315

 

$

-

 

$

1,771

 

Accounts payable and accrued liabilities

 

3,137

  

3

  

1

  

32,979

  

-

  

36,120

 

Income taxes payable

 

553

  

1

  

2

  

7,860

  

-

  

8,416

 

      Total current liabilities

 

4,136

  

4

  

13

  

42,154

  

-

  

46,307

 

Long-term debt

 

270

  

160

  

1,456

  

4,334

  

-

  

6,220

 

Deferred income tax liabilities

 

2,909

  

27

  

257

  

17,685

  

-

  

20,878

 

Other long-term liabilities

 

5,411

  

13

  

-

  

18,320

  

-

  

23,744

 

Intercompany payables

 

90,705

  

121

  

383

  

303,345

  

(394,554

)

 

-

 

      Total liabilities

 

103,431

  

325

  

2,109

  

385,838

  

(394,554

)

 

97,149

 
                   

Earnings reinvested

 

163,335

  

23

  

(361

)

 

108,770

  

(108,432

)

 

163,335

 

Other shareholders' equity

 

(52,149

)

 

785

  

469

  

436,303

  

(437,557

)

 

(52,149

)

      Total shareholders' equity

 

111,186

  

808

  

108

  

545,073

  

(545,989

)

 

111,186

 

      Total liabilities and

        shareholders' equity


$


214,617

 


$


1,133

 


$


2,217

 


$


930,911

 


$


(940,543


)


$


208,335

 



-17-



     

SeaRiver

       
 

Exxon Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of cash flows for nine months ended September 30, 2006

    

Cash provided by/(used in) operating

activities


$


1,122

 


$


44

 


$


74

 


$


40,512

 


$


(1,328


)


$


40,424

 

Cash flows from investing activities

                  

Additions to property, plant and

equipment

 


(1,188


)

 


-

  


-

  


(10,113


)

 


-

  


(11,301


)

Sales of long-term assets

 

226

  

-

  

-

  

2,102

  

-

  

2,328

 

Net intercompany investing

 

20,711

  

(63

)

 

(75

)

 

(20,736

)

 

163

  

-

 

All other investing, net

 

-

  

-

  

-

  

(1,791

)

 

-

  

(1,791

)

Net cash provided by/(used in)

investing activities

 


19,749

  


(63


)

 


(75


)

 


(30,538


)

 


163


 


(10,764


)

Cash flows from financing activities

                  

Additions to long-term debt

 

-

  

-

  

-

  

123

  

-

  

123

 

Reductions in long-term debt

 

-

  

-

  

-

  

(31

)

 

-

  

(31

)

Additions/(reductions) in short-term

debt - net

 


(151


)

 


-


 


-

  


396


 


-

  


245


Cash dividends

 

(5,775

)

 

-

  

-

  

(1,328

)

 

1,328

  

(5,775

)

Net ExxonMobil shares sold/(acquired)

 

(20,379

)

 

-

  

-

  

-

  

-

  

(20,379

)

Net intercompany financing activity

 

-

  

19

  

1

  

143

  

(163

)

 

-

 

All other financing, net

 

270

  

-

  

-

  

(587

)

 

-

  

(317

)

Net cash provided by/(used in)

financing activities

 


(26,035


)

 


19


 


1


 


(1,284


)

 


1,165

  


(26,134


)

Effects of exchange rate changes

on cash

 


-

  


-

  


-

  


537


 


-

  


537


Increase/(decrease) in cash and cash

equivalents


$


(5,164


)


$


-



$


-

 


$


9,227

 


$


-

 


$


4,063

 


Condensed consolidated statement of cash flows for nine months ended September 30, 2005

    

Cash provided by/(used in) operating

activities


$


2,940

 


$


25

 


$


74

 


$


35,544

 


$


(835


)


$


37,748

 

Cash flows from investing activities

                  

Additions to property, plant and

equipment

 


(999


)

 


-

  


-

  


(8,941


)

 


-

  


(9,940


)

Sales of long-term assets

 

220

  

-

  

-

  

4,360

  

-

  

4,580

 

Net intercompany investing

 

18,762

  

21

  

(129

)

 

(18,820

)

 

166

  

-

 

All other investing, net

 

1

  

-

  

-

  

(2,020

)

 

-

  

(2,019

)

Net cash provided by/(used in)

investing activities

 


17,984

  


21


 


(129


)

 


(25,421


)

 


166


 


(7,379


)

Cash flows from financing activities

                  

Additions to long-term debt

 

-

  

-

  

-

  

61

  

-

  

61

 

Reductions in long-term debt

 

-

  

-

  

-

  

(83

)

 

-

  

(83

)

Additions/(reductions) in short-term

debt - net

 


67

  


-


 


-

  


(1,060


)

 


-

  


(993


)

Cash dividends

 

(5,390

)

 

-

  

-

  

(835

)

 

835

  

(5,390

)

Net ExxonMobil shares sold/(acquired)

 

(11,985

)

 

-

  

-

  

-

  

-

  

(11,985

)

Net intercompany financing activity

 

-

  

(50

)

 

(20

)

 

161

  

(91

)

 

-

 

All other financing, net

 

-

  

-

  

75

  

(580

)

 

(75

)

 

(580

)

Net cash provided by/(used in)

financing activities

 


(17,308


)

 


(50


)

 


55


 


(2,336


)

 


669

  


(18,970


)

Effects of exchange rate changes

on cash

 


-

  


-

  


-

  


(690


)

 


-

  


(690


)

Increase/(decrease) in cash and cash

equivalents


$


3,616



$


(4


)


$


-

 


$


7,097

 


$


-

 


$


10,709

 


-18-


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

 
  

2006

  

2005

  

2006

  

2005

 
  

(millions of dollars)

 

Net Income (U.S. GAAP)

            

Upstream

            

   United States

$

1,192

 

$

1,671

 

$

4,116

 

$

4,413

 

   Non-U.S.

 

5,301

  

5,678

  

15,894

  

12,898

 

Downstream

            

   United States

 

1,272

  

1,109

  

3,305

  

2,753

 

   Non-U.S.

 

1,466

  

1,019

  

3,189

  

2,849

 

Chemical

            

   United States

 

458

  

70

  

976

  

905

 

   Non-U.S.

 

893

  

402

  

2,164

  

1,813

 

Corporate and financing

 

(92

)

 

(29

)

 

(394

)

 

(211

)

Net Income (U.S. GAAP)

$

10,490

 

$

9,920

 

$

29,250

 

$

25,420

 
             
             

Net income per common share (dollars)

$

1.79

 

$

1.60

 

$

4.91

 

$

4.04

 

Net income per common share

            

   - assuming dilution (dollars)

$

1.77

 

$

1.58

 

$

4.86

 

$

4.00

 
             

Special items included in net income

            

Non-U.S. Upstream

            

   Gain on Dutch gas restructuring

$

0

 

$

1,620

 

$

0

 

$

1,620

 

U.S. Downstream

            

   Allapattah lawsuit provision

$

0

 

$

0

 

$

0

 

$

(200

)

Non-U.S. Downstream

            

   Sale of Sinopec shares

$

0

 

$

0

 

$

0

 

$

310

 

Non-U.S. Chemical

            

   Sale of Sinopec shares

$

0

 

$

0

 

$

0

 

$

150

 



REVIEW OF THIRD QUARTER AND FIRST NINE MONTHS 2006 RESULTS


Exxon Mobil Corporation reported record third quarter 2006 net income of $10,490 million ($1.77 per share), an increase of $570 million from the third quarter of 2005.  Higher crude oil and natural gas realizations and improved marketing and chemical margins were partly offset by lower refining margins.  Earnings per share of $1.77 increased 12 percent, reflecting strong earnings and the reduction in the number of shares outstanding.  Third quarter 2005 net income included a special gain of $1,620 million related to the restructuring of the Corporation's interest in the Dutch gas transportation business.


_____________________________________________


Record net income of $29,250 million ($4.86 per share) for the first nine months of 2006 increased by 15 percent versus 2005 reflecting ExxonMobil's continuing strong performance across all business segments.  Earnings per share of $4.86 increased by 22 percent due to strong earnings and the reduction in the number of shares outstanding.  Net income for the first nine months of 2005 included a $1,620 million special gain related to the restructuring of the Corporation's interest in the Dutch gas transportation business, a $460 million positive impact from the sale of the Corporation's interest in Sinopec and a $200 million litigation charge.




-19-



 

Third Quarter

 

First Nine Months

 
  

2006

  

2005

  

2006

  

2005

 
  

(millions of dollars)

 

Upstream earnings

            

   United States

$

1,192

 

$

1,671

 

$

4,116

 

$

4,413

 

   Non-U.S.

 

5,301

  

5,678

  

15,894

  

12,898

 

Total

$

6,493

 

$

7,349

 

$

20,010

 

$

17,311

 

Special items included in net income

            

Non-U.S. Upstream

            

   Gain on Dutch gas restructuring

$

0

 

$

1,620

 

$

0

 

$

1,620

 



Upstream earnings of $6,493 million were up $764 million from the third quarter of 2005 after reflecting the absence of the $1,620 million special gain related to the restructuring of the Corporation's interest in the Dutch gas transportation business, primarily reflecting higher crude oil and natural gas realizations.  On an oil-equivalent basis, production increased by 7 percent from the third quarter of 2005.  Excluding the impact of divestments and entitlements, production increased 10 percent.


Liquids production of 2,646  kbd (thousands of barrels per day) was up 195 kbd.  Higher production from projects in West Africa and increased volumes in Abu Dhabi were partly offset by mature field decline, entitlement effects and divestment impacts.  Excluding entitlement and divestment effects, liquids production increased by 12 percent.


Third quarter natural gas production was 8,163 mcfd (millions of cubic feet per day) compared with 7,716 mcfd last year.  Higher volumes from projects in Qatar and absence of 2005 hurricane effects were partly offset by the impact of mature field decline and lower European demand.


Earnings from U.S. Upstream operations were $1,192 million, $479 million lower than the third quarter of 2005.  Non-U.S. Upstream earnings of $5,301 million increased $1,243 million, after the absence of the Dutch gas transportation business restructuring gain in 2005.


_____________________________________________



Upstream earnings for the first nine months of 2006 were $20,010 million, an increase of $2,699 million from 2005, primarily reflecting higher liquids and natural gas realizations partially offset by the absence of the Dutch gas transportation business restructuring gain in 2005.  On an oil-equivalent basis, production increased 6 percent from last year.  Excluding divestment and entitlement effects, production increased by 9 percent.


Liquids production of 2,682 kbd increased by 195 kbd from 2005.  Higher production from projects in West Africa and increased volumes in Abu Dhabi were partly offset by mature field decline, entitlement effects and divestment impacts.  Excluding entitlement effects and divestments, liquids production increased 12 percent.


Natural gas production of 9,353 mcfd increased 295 mcfd from 2005.  Higher volumes from projects in Qatar were partly offset by mature field decline.


Earnings from U.S. Upstream operations for 2006 were $4,116 million, a decrease of $297 million.  Earnings outside the U.S. were $15,894 million, $2,996 million higher than 2005.




-20-


 

Third Quarter

 

First Nine Months

 
  

2006

  

2005

  

2006

  

2005

 
  

(millions of dollars)

 

Downstream earnings

            

   United States

$

1,272

 

$

1,109

 

$

3,305

 

$

2,753

 

   Non-U.S.

 

1,466

  

1,019

  

3,189

  

2,849

 

Total

$

2,738

 

$

2,128

 

$

6,494

 

$

5,602

 

Special items included in net income

            

U.S. Downstream

            

   Allapattah lawsuit provision

$

0

 

$

0

 

$

0

 

$

(200

)

Non-U.S. Downstream

            

   Sale of Sinopec shares

$

0

 

$

0

 

$

0

 

$

310

 


Downstream earnings were $2,738 million, up $610 million from the third quarter 2005.  The improved results reflect stronger worldwide marketing margins, which were partly offset by weaker refining margins.  


Petroleum product sales were 7,302 kbd, 175 kbd lower than last year's third quarter, primarily due to divestments.


U.S. Downstream earnings were $1,272 million, up $163 million.  Non-U.S. Downstream earnings of $1,466 million were $447 million higher than in the third quarter of 2005.


_____________________________________________


Downstream earnings for the first nine months of 2006 of $6,494 million increased $1,002 million from 2005 reflecting stronger worldwide refining and marketing margins, partly offset by lower refining throughput.  Earnings in 2005 also included a $200 million charge for Allapattah and a $310 million positive impact for Sinopec.


Petroleum product sales of 7,180 kbd decreased from 7,494 kbd in 2005, primarily due to lower refining throughput and divestments.


U.S. Downstream earnings were $3,305 million, up $352 million after the absence of the Allapattah charge in 2005.  Non-U.S. Downstream earnings were $3,189 million, $650 million higher than last year after the absence of the Sinopec gain in 2005.



 

Third Quarter

 

First Nine Months

 
  

2006

  

2005

  

2006

  

2005

 
  

(millions of dollars)

 

Chemical earnings

            

   United States

$

458

 

$

70

 

$

976

 

$

905

 

   Non-U.S.

 

893

  

402

  

2,164

  

1,813

 

Total

$

1,351

 

$

472

 

$

3,140

 

$

2,718

 

Special items included in net income

            

Non-U.S. Chemical

            

   Sale of Sinopec shares

$

0

 

$

0

 

$

0

 

$

150

 


Chemical earnings were $1,351 million, up $879 million from the third quarter 2005.  The increase reflects stronger margins, partially offset by weaker demand for commodities.  Prime product sales of 6,752 kt (thousands of metric tons) were down 203 kt from last year's third quarter.


_____________________________________________


Chemical earnings for the first nine months of 2006 were $3,140 million, up $572 million from 2005 reflecting higher margins and volumes, after the absence of the $150 million gain for Sinopec in 2005.  Prime product sales were 20,523 kt, up 38 kt from 2005.


-21-


 

Third Quarter

 

First Nine Months

 
  

2006

  

2005

  

2006

  

2005

 
  

(millions of dollars)

 

All other segments earnings

            

Corporate and financing

$

(92

)

$

(29

)

$

(394

)

$

(211

)


Corporate and financing expenses were $92 million, versus $29 million in third quarter 2005.


_____________________________________________


Corporate and financing expenses for the first nine months of 2006 of $394 million increased by $183 million mainly due to tax items.



LIQUIDITY AND CAPITAL RESOURCES


 

Third Quarter

 

First Nine Months

 
  

2006

  

2005

  

2006

  

2005

 
  

(millions of dollars)

 

Net cash provided by/(used in)

            

Operating activities

      

$

40,424

 

$

37,748

 

Investing activities

       

(10,764

)

 

(7,379

)

Financing activities

       

(26,134

)

 

(18,970

)

Effect of exchange rate changes

       

537

  

(690

)

Increase/(decrease) in cash and cash equivalents

      

$

4,063

 

$

10,709

 
             

Cash and cash equivalents

      

$

32,734

 

$

29,240

 

Cash and cash equivalents - restricted (note 4)

       

4,604

  

4,604

 

Total cash and cash equivalents (at end of period)

      

$

37,338

 

$

33,844

 
             

Cash flow from operations and asset sales

            

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

$

14,497

 

$

15,767

 

$

40,424

 

$

37,748

 

Sales of subsidiaries, investments and property,

            

    plant and equipment

 

878

  

754

  

2,328

  

4,580

 

Cash flow from operations and asset sales

$

15,375

 

$

16,521

 

$

42,752

 

$

42,328

 


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.


Total cash and cash equivalents, including the $4.6 billion of restricted cash, was $37.3 billion at the end of the third quarter of 2006.


Cash provided by operating activities totaled $40,424 million for the first nine months of 2006 and increased $2,676 million from 2005.  Major sources of funds were net income of $29,250 million and non-cash provisions of $8,134 million for depreciation and depletion.  For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.


Investing activities for the first nine months of 2006 used net cash of $10,764 million compared to $7,379 million in the prior year. Spending for additions to property, plant and equipment increased $1,361 million to $11,301 million.  Proceeds from asset divestments of $2,328 million were $2,252 million lower in 2006 reflecting the absence of the $1.4 billion of proceeds from the sale of the Corporation's interest in Sinopec in 2005.


Cash flow from operations and asset sales in the first nine months of 2006 of $42.8 billion, including asset sales of $2.3 billion, increased from 2005 as higher cash from operating activities more than offset the lower proceeds from asset sales.  Cash flow from operations and asset sales in the third quarter of 2006 was $15.4 billion, including asset sales of $0.9 billion.


-22-


Net cash used in financing activities of $26,134 million in the first nine months of 2006 compared to $18,970 million in the 2005 period reflecting a higher level of purchases of shares of ExxonMobil stock.


During the third quarter of 2006, Exxon Mobil Corporation purchased 126 million shares of its common stock for the treasury at a gross cost of $8.4 billion.  These purchases included $7.0 billion to reduce the number of shares outstanding and the balance to offset shares issued in conjunction with the company benefits plans and programs.  Shares outstanding were reduced from 5,945 million at the end of the second quarter to 5,832 million at the end of the third quarter.  


Gross share purchases in the first nine months of 2006 of $21.2 billion reduced shares outstanding by 4.9 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 $8.9 billion to shareholders in the third quarter through dividends and share purchases to reduce shares outstanding, an increase of 30 percent or $2.1 billion versus 2005.  For the first nine months of 2006, distributions to shareholders totaled $23.8 billion, an increase of $7.4 billion versus 2005.


Total debt of $8.6 billion at September 30, 2006 compared to $8.0 billion at year-end 2005.  The Corporation's debt to total capital ratio was 6.7 percent at the end of the third quarter of 2006 compared to 6.5 percent at year-end 2005.


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.


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



TAXES

 

Third Quarter

 

First Nine Months

 
  

2006

  

2005

  

2006

  

2005

 
  

(millions of dollars)

 

Taxes

            

Income taxes

$

7,688

 

$

6,132

 

$

22,591

 

$

16,294

 

Excise taxes

 

7,764

  

8,160

  

23,639

  

22,913

 

All other taxes and duties

 

10,793

  

11,544

  

31,573

  

33,700

 

Total

$

26,245

 

$

25,836

 

$

77,803

 

$

72,907

 
             

Effective income tax rate

 

44

%

 

42

%

 

45

%

 

42

%


Income, excise and all other taxes for the third quarter of 2006 of $26,245 million were up $409 million compared to 2005.  In the third quarter of 2006 income tax expense was $7,688 million and the effective income tax rate was 44 percent, compared to $6,132 million and 42 percent, respectively, in the prior year period.  The change in the total of excise and all other taxes and duties reflects the tax impact of net reporting of purchases and sales of inventory with the same counterparty, only partly offset by the effects of higher prices.


_____________________________________________



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Income, excise and all other taxes for the first nine months of 2006 of $77,803 million were up $4,896 million compared to 2005.  In the first nine months of 2006 income tax expense was $22,591 million and the effective income tax rate was 45 percent, compared to $16,294 million and 42 percent, respectively, in the prior year period.  The total of excise and all other taxes and duties was lower as effects of higher prices were more than offset by the tax impact of net reporting of purchases and sales of inventory with the same counterparty.



CAPITAL AND EXPLORATION EXPENDITURES


 

Third Quarter

 

First Nine Months

 
  

2006

  

2005

  

2006

  

2005

 
  

(millions of dollars)

 

Capital and exploration expenditures

            

Upstream (including exploration expenses)

$

4,142

 

$

3,586

 

$

12,161

 

$

10,076

 

Downstream

 

658

  

646

  

1,981

  

1,747

 

Chemical

 

195

  

162

  

525

  

485

 

Other

 

66

  

20

  

119

  

60

 

Total

$

5,061

 

$

4,414

 

$

14,786

 

$

12,368

 


ExxonMobil continued its active efforts to increase world energy supplies.  Spending on capital and exploration projects in the third quarter of 2006 was $5.1 billion, an increase of 15 percent versus 2005.  In the third quarter of 2006, the results of our continuing long-term investment program yielded an additional 270 thousand oil-equivalent barrels per day of production, a 7 percent increase over the third quarter of 2005.


_____________________________________________


In the first nine months of 2006, spending on capital and exploration projects was $14.8 billion, an increase of 20 percent over 2005.  


The Corporation expects the level of capital and exploration spending to be about $20 billion in 2006 compared to $18 billion in 2005.



RECENTLY ISSUED ACCOUNTING STANDARDS


In June 2006, the Financial Accounting Standards Board (FASB) issued 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 must be adopted by the Corporation no later than January 1, 2007.  FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting, and disclosing in the financial statements uncertain tax positions that the company has taken or expects to take in its tax returns.  The Corporation is evaluating the impact of adopting FIN 48.


In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans", an amendment to FASB Statements No. 87, 88, 106 and 132(R).  FAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit post retirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through other non-owner changes in equity.  The standard also requires disclosure in the notes to the financial statements of additional information about certain effects on net periodic benefit costs of the next fiscal year that arise from delayed recognition of gains or losses, prior service costs and transition asset or obligation.  FAS 158 must be adopted by the Corporation in the financial statements for the year ending December 31, 2006.  The Corporation is evaluating the impact of adopting FAS 158.  



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Based on December 31, 2005, pension and other postretirement plan balances, we estimate that the accrued benefit obligation would have been increased by approximately $5.8 billion.  Net of the effects of changes in deferred income taxes and other balance sheet accounts, shareholders' equity would have been reduced by approximately $3.8 billion.  We do not expect that the impact as of December 31, 2006 will be materially different.  The standard will not have any impact on the Corporation's operations, earnings or cash flows.



FORWARD-LOOKING STATEMENTS


Statements in this report relating to future plans, projections, events, or conditions are forward-looking statements.  Actual results, including project plans, 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; adverse political events; 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 "Risk Factors" in Item 1A of ExxonMobil's 2005 Form 10-K.  We assume no duty to update these statements as of any future date.




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Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Information about market risks for the nine months ended September 30, 2006, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2005.



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 September 30, 2006.  Based on that evaluation, these officers have concluded that the Corporation's disclosure controls and procedures are effective in ensuring that material information required to be in this quarterly report is accumulated and communicated to them on a timely basis.  There were no changes during the Corporation's last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.



PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings


ExxonMobil Oil Corporation has settled with the State of New York Attorney General allegations that a discharge at a former Mobil-branded service station located in Hopewell Junction (Dutchess County), New York, impacted soil and groundwater in the vicinity of the service station.  ExxonMobil entered into a Settlement Agreement with the State of New York effective July 21, 2006, and paid $720,000, of which $600,000 was for remediation costs and prejudgment interest, and $120,000 was a civil penalty under New York's Navigation Law.  The case was filed in New York state court, Albany County.  This matter was previously reported in the Company's second quarter 2006 Form 10-Q.


Refer to the relevant portions of note 4 on pages 9 and 10 of this Quarterly Report on Form 10-Q for further information on legal proceedings.




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


 

Issuer purchase of equity securities for quarter ended September 30, 2006

          
       

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, 2006

 

34,884,940

 

$64.69

 

34,884,940

  
          
 

August, 2006

 

48,868,349

 

$69.04

 

48,868,349

  
          
 

September, 2006

 

42,225,067

 

$66.10

 

42,225,067

  
          
 

Total

 

125,978,356

 

$66.85

 

125,978,356

 

(See Note 1)


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



Item 6.  Exhibits


Exhibit

Description


31.1

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

 

  Executive Officer.


31.2

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

  Financial Officer.


31.3

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

  Accounting Officer.


32.1

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

  

 

  Executive Officer.


32.2

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

  Principal Financial Officer.


32.3

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

  Principal Accounting Officer.





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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, 2006  

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


31.1

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

  Chief Executive Officer.


31.2

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

  Principal Financial Officer.


31.3

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

  Principal Accounting Officer.


32.1

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

  

  Executive Officer.


32.2

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

 

   Financial Officer.


32.3

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

 

   Accounting Officer.








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