XOM 10-Q Quarterly Report Nov. 6, 2012 | Alphaminr

XOM 10-Q Quarter ended Nov. 6, 2012

EXXON MOBIL CORP
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10-Q 1 xom10q3q12.htm FORM 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, 2012

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes x No ¨

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

Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

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

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

Class Outstanding as of September 30, 2012

Common stock, without par value 4,559,342,639


EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,  2012

TABLE OF CONTENTS

Page

Number

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statement of Income

Three and nine months ended September 30, 2012 and 2011

3

Condensed Consolidated Statement of Comprehensive Income

Three and nine months ended September 30, 2012 and 2011

4

Condensed Consolidated Balance Sheet

As of September 30, 2012 and December 31, 2011

5

Condensed Consolidated Statement of Cash Flows

Nine months ended September 30, 2012 and 2011

6

Condensed Consolidated Statement of Changes in Equity

Nine months ended September 30, 2012 and 2011

7

Notes to Condensed Consolidated Financial Statements

8

Item 2. Management's Discussion and Analysis of Financial

Condition and Results of Operations

16

Item 3. Quantitative and Qualitative Disclosures About Market Risk

21

Item 4. Controls and Procedures

21

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

22

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

23

Item 6.       Exhibits

23

Signature

24

Index to Exhibits

25


- 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,

2012

2011

2012

2011

REVENUES AND OTHER INCOME

Sales and other operating revenue (1)

$

111,554

$

120,475

$

343,488

$

351,120

Income from equity affiliates

3,386

3,915

11,247

11,462

Other income

766

940

12,387

2,238

Total revenues and other income

115,706

125,330

367,122

364,820

COSTS AND OTHER DEDUCTIONS

Crude oil and product purchases

65,180

69,289

201,349

199,233

Production and manufacturing expenses

9,128

10,199

28,765

30,041

Selling, general and administrative expenses

3,468

3,764

10,555

11,072

Depreciation and depletion

4,037

3,866

11,778

11,508

Exploration expenses, including dry holes

494

728

1,388

1,654

Interest expense

59

98

216

172

Sales-based taxes (1)

8,137

8,484

24,657

25,013

Other taxes and duties

7,883

10,222

27,388

29,911

Total costs and other deductions

98,386

106,650

306,096

308,604

Income before income taxes

17,320

18,680

61,026

56,216

Income taxes

7,394

8,009

23,647

23,734

Net income including noncontrolling interests

9,926

10,671

37,379

32,482

Net income attributable to noncontrolling interests

356

341

2,449

822

Net income attributable to ExxonMobil

$

9,570

$

10,330

$

34,930

$

31,660

Earnings per common share (dollars)

$

2.09

$

2.13

$

7.50

$

6.46

Earnings per common share - assuming dilution (dollars)

$

2.09

$

2.13

$

7.50

$

6.45

Dividends per common share (dollars)

$

0.57

$

0.47

$

1.61

$

1.38

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

operating revenue

$

8,137

$

8,484

$

24,657

$

25,013

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.


- 3 -


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(millions of dollars)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2012

2011

2012

2011

Net income including noncontrolling interests

$

9,926

$

10,671

$

37,379

$

32,482

Other comprehensive income (net of income taxes)

Foreign exchange translation adjustment

1,620

(3,336)

1,298

(1,224)

Adjustment for foreign exchange translation (gain)/loss

included in net income

(119)

-

(4,354)

-

Postretirement benefits reserves adjustment

(excluding amortization)

(224)

272

(404)

(293)

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs

454

298

2,083

929

Change in fair value of cash flow hedges

-

14

-

24

Realized (gain)/loss from settled cash flow hedges

included in net income

-

(17)

-

(50)

Total other comprehensive income

1,731

(2,769)

(1,377)

(614)

Comprehensive income including noncontrolling interests

11,657

7,902

36,002

31,868

Comprehensive income attributable to

noncontrolling interests

541

101

1,062

713

Comprehensive income attributable to ExxonMobil

$

11,116

$

7,801

$

34,940

$

31,155

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.


- 4 -


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)

Sept. 30,

Dec. 31,

2012

2011

ASSETS

Current assets

Cash and cash equivalents

$

13,055

$

12,664

Cash and cash equivalents – restricted

206

404

Notes and accounts receivable – net

36,635

38,642

Inventories

Crude oil, products and merchandise

13,010

11,665

Materials and supplies

3,565

3,359

Other current assets

5,667

6,229

Total current assets

72,138

72,963

Investments, advances and long-term receivables

35,105

34,333

Property, plant and equipment – net

220,330

214,664

Other assets, including intangibles – net

7,618

9,092

Total assets

$

335,191

$

331,052

LIABILITIES

Current liabilities

Notes and loans payable

$

3,496

$

7,711

Accounts payable and accrued liabilities

53,516

57,067

Income taxes payable

13,049

12,727

Total current liabilities

70,061

77,505

Long-term debt

8,928

9,322

Postretirement benefits reserves

21,652

24,994

Deferred income tax liabilities

37,642

36,618

Other long-term obligations

24,553

21,869

Total liabilities

162,836

170,308

Commitments and contingencies (Note 2)

EQUITY

Common stock, without par value:

Authorized:   9,000 million shares

Issued:         8,019 million shares

9,645

9,512

Earnings reinvested

358,369

330,939

Accumulated other comprehensive income

(9,113)

(9,123)

Common stock held in treasury:

3,460 million shares at September 30, 2012

(192,188)

3,285 million shares at December 31, 2011

(176,932)

ExxonMobil share of equity

166,713

154,396

Noncontrolling interests

5,642

6,348

Total equity

172,355

160,744

Total liabilities and equity

$

335,191

$

331,052

The number of shares of common stock issued and outstanding at September 30, 2012 and December 31, 2011 were 4,559,342,639 and 4,733,948,268, respectively.

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.


- 5 -


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)

Nine Months Ended

September 30,

2012

2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net income including noncontrolling interests

$

37,379

$

32,482

Depreciation and depletion

11,778

11,508

Changes in operational working capital, excluding cash and debt

3,119

2,154

Net (gain) on asset sales

(11,693)

(1,269)

All other items – net

2,363

(281)

Net cash provided by operating activities

42,946

44,594

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property, plant and equipment

(24,214)

(22,341)

Proceeds associated with sales of subsidiaries, property, plant and

equipment, and sales and returns of investments

6,850

4,246

Additional investments and advances

(768)

(3,122)

Additions to marketable securities

-

(1,754)

Sales of marketable securities

-

1,674

Other investing activities – net

1,533

1,144

Net cash used in investing activities

(16,599)

(20,153)

CASH FLOWS FROM FINANCING ACTIVITIES

Additions to long-term debt

597

457

Reductions in long-term debt

(15)

(236)

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

(3,506)

1,414

Cash dividends to ExxonMobil shareholders

(7,500)

(6,773)

Cash dividends to noncontrolling interests

(287)

(264)

Changes in noncontrolling interests

198

(12)

Tax benefits related to stock-based awards

-

220

Common stock acquired

(15,814)

(16,633)

Common stock sold

184

616

Net cash used in financing activities

(26,143)

(21,211)

Effects of exchange rate changes on cash

187

(33)

Increase/(decrease) in cash and cash equivalents

391

3,197

Cash and cash equivalents at beginning of period

12,664

7,825

Cash and cash equivalents at end of period

$

13,055

$

11,022

SUPPLEMENTAL DISCLOSURES

Income taxes paid

$

17,895

$

20,349

Cash interest paid

$

387

$

390

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.


- 6 -


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(millions of dollars)

ExxonMobil Share of Equity

Accumulated

Other

Common

Compre-

Stock

ExxonMobil

Non-

Common

Earnings

hensive

Held in

Share of

controlling

Total

Stock

Reinvested

Income

Treasury

Equity

Interests

Equity

Balance as of December 31, 2010

$

9,371

$

298,899

$

(4,823)

$

(156,608)

$

146,839

$

5,840

$

152,679

Amortization of stock-based awards

572

-

-

-

572

-

572

Tax benefits related to stock-based awards

159

-

-

-

159

-

159

Other

(596)

-

-

-

(596)

(4)

(600)

Net income for the period

-

31,660

-

-

31,660

822

32,482

Dividends – common shares

-

(6,773)

-

-

(6,773)

(264)

(7,037)

Other comprehensive income

-

-

(505)

-

(505)

(109)

(614)

Acquisitions, at cost

-

-

-

(16,633)

(16,633)

(12)

(16,645)

Dispositions

-

-

-

1,216

1,216

-

1,216

Balance as of September 30, 2011

$

9,506

$

323,786

$

(5,328)

$

(172,025)

$

155,939

$

6,273

$

162,212

Balance as of December 31, 2011

$

9,512

$

330,939

$

(9,123)

$

(176,932)

$

154,396

$

6,348

$

160,744

Amortization of stock-based awards

618

-

-

-

618

-

618

Tax benefits related to stock-based awards

252

-

-

-

252

-

252

Other

(737)

-

-

-

(737)

(1,450)

(2,187)

Net income for the period

-

34,930

-

-

34,930

2,449

37,379

Dividends – common shares

-

(7,500)

-

-

(7,500)

(287)

(7,787)

Other comprehensive income

-

-

10

-

10

(1,387)

(1,377)

Acquisitions, at cost

-

-

-

(15,814)

(15,814)

(31)

(15,845)

Dispositions

-

-

-

558

558

-

558

Balance as of September 30, 2012

$

9,645

$

358,369

$

(9,113)

$

(192,188)

$

166,713

$

5,642

$

172,355

Nine Months Ended September 30, 2012

Nine Months Ended September 30, 2011

Held in

Held in

Common Stock Share Activity

Issued

Treasury

Outstanding

Issued

Treasury

Outstanding

(millions of shares)

(millions of shares)

Balance as of December 31

8,019

(3,285)

4,734

8,019

(3,040)

4,979

Acquisitions

-

(185)

(185)

-

(209)

(209)

Dispositions

-

10

10

-

23

23

Balance as of September 30

8,019

(3,460)

4,559

8,019

(3,226)

4,793

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.


- 7 -


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 2011 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. Litigation and Other Contingencies

Litigation

A variety of claims have been made against ExxonMobil and certain of its consolidated subsidiaries in a number of pending lawsuits. Management has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies. The Corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Corporation does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and which are significant, the Corporation discloses the nature of the contingency and, where feasible, an estimate of the possible loss. For purposes of our contingency disclosures, “significant” includes material matters as well as other matters which management believes should be disclosed. 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 material adverse effect upon the Corporation's operations, financial condition, or financial statements taken as a whole.

On June 30, 2011, a state district court jury in Baltimore County, Maryland returned a verdict against Exxon Mobil Corporation in Allison, et al v. Exxon Mobil Corporation , a case involving an accidental 26,000 gallon gasoline leak at a suburban Baltimore service station. The verdict included approximately $497 million in compensatory damages and approximately $1.0 billion in punitive damages in a finding that ExxonMobil fraudulently misled the plaintiff-residents about the events leading up to the leak, the leak's discovery, and the nature and extent of any groundwater contamination. ExxonMobil believes the verdict is not justified by the evidence and that the amount of the compensatory award is grossly excessive and the imposition of punitive damages is improper and unconstitutional. The trial court denied a post-trial motion that ExxonMobil filed to overturn the punitive damages verdict and entered a final judgment in the amount of $1,488 million. ExxonMobil has appealed the verdict and judgment. The appeal is pending before the Maryland Court of Appeals. In an earlier trial involving the same leak and different plaintiffs, the jury awarded compensatory damages but rejected the plaintiffs' punitive damages claims. Those plaintiffs did not appeal the jury's denial of punitive damages. On February 9, 2012, the Maryland Court of Special Appeals reversed in part and affirmed in part the trial court's decision on compensatory damages in that case. The Maryland Court of Appeals granted writs of certiorari to both parties in response to their separate petitions seeking reversals of portions of the Court of Special Appeals' decision. The appeals in both of these cases were consolidated before the Maryland Court of Appeals and arguments were held on November 5, 2012.  The ultimate outcome of all of this litigation is not expected to have a material adverse effect upon the Corporation's operations, financial condition, or financial statements taken as a whole.

Other Contingencies

The Corporation and certain of its consolidated subsidiaries were contingently liable at September 30, 2012, for guarantees relating to notes, loans and performance under contracts. These guarantees are not reasonably likely to have a material effect on the Corporation’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


- 8 -


As of September 30, 2012

Equity

Other

Company

Third Party

Obligations (1)

Obligations

Total

(millions of dollars)

Guarantees

Debt-related

$

2,224

$

56

$

2,280

Other

3,243

4,211

7,454

Total

$

5,467

$

4,267

$

9,734

(1) ExxonMobil share

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, 2012, were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.

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

In accordance with a nationalization decree issued by Venezuela’s president in February 2007, by May 1, 2007 a subsidiary of the Venezuelan National Oil Company (PdVSA) assumed the operatorship of the Cerro Negro Heavy Oil Project. This Project had been operated and owned by ExxonMobil affiliates holding a 41.67 percent ownership interest in the Project.  The decree also required conversion of the Cerro Negro Project into a “mixed enterprise” and an increase in PdVSA’s or one of its affiliate’s ownership interest in the Project, with the stipulation that if ExxonMobil refused to accept the terms for the formation of the mixed enterprise within a specified period of time, the government would “directly assume the activities” carried out by the joint venture.  ExxonMobil refused to accede to the terms proffered by the government, and on June 27, 2007, the government expropriated ExxonMobil’s 41.67 percent interest in the Cerro Negro Project.  ExxonMobil’s remaining net book investment in Cerro Negro producing assets is about $750 million.

On September 6, 2007, affiliates of ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes (ICSID) invoking ICSID jurisdiction under Venezuela’s Investment Law and the Netherlands-Venezuela Bilateral Investment Treaty. The ICSID Tribunal issued a decision on June 10, 2010, finding that it had jurisdiction to proceed on the basis of the Netherlands-Venezuela Bilateral Investment Treaty. The ICSID arbitration proceeding is continuing and a hearing on the merits was held in February 2012.  At this time, the net impact of these matters on the Corporation’s consolidated financial results cannot be reasonably estimated. Regardless, the Corporation does not expect the resolution to have a material effect upon the Corporation’s operations or financial condition.

An affiliate of ExxonMobil is one of the Contractors under a Production Sharing Contract (PSC) with the Nigerian National Petroleum Corporation (NNPC) covering the Erha block located in the offshore waters of Nigeria. ExxonMobil's affiliate is the operator of the block and owns a 56.25 percent interest under the PSC. The Contractors are in dispute with NNPC regarding NNPC's lifting of crude oil in excess of its entitlement under the terms of the PSC. In accordance with the terms of the PSC, the Contractors initiated arbitration in Abuja, Nigeria, under the Nigerian Arbitration and Conciliation Act. On October 24, 2011, a three-member arbitral Tribunal issued an award upholding the Contractors' position in all material respects and awarding damages to the Contractors jointly in an amount of approximately $1.8 billion plus $234 million in accrued interest. The Contractors petitioned a Nigerian federal court for enforcement of the award, and NNPC petitioned the same court to have the award set aside. On May 22, 2012, the court set aside the award.  The Contractors have appealed that judgment. At this time, the net impact of this matter on the Corporation's consolidated financial results cannot be reasonably estimated. However, regardless of the outcome of enforcement proceedings, the Corporation does not expect the proceedings to have a material effect upon the Corporation's operations or financial condition.


- 9 -


3.     Other Comprehensive Income Information

ExxonMobil Share of Accumulated

Other Comprehensive Income

Cumulative

Post-

Unrealized

Foreign

retirement

Change in

Exchange

Benefits

Fair Value

Translation

Reserves

on Cash

Adjustment

Adjustment

Flow Hedges

Total

(millions of dollars)

Balance as of December 31, 2010

$

5,011

$

(9,889)

$

55

$

(4,823)

Current period change excluding amounts reclassified

from accumulated other comprehensive income

(1,110)

(252)

24

(1,338)

Amounts reclassified from accumulated other

comprehensive income

-

883

(50)

833

Total change in accumulated other comprehensive

income

(1,110)

631

(26)

(505)

Balance as of September 30, 2011

$

3,901

$

(9,258)

$

29

$

(5,328)

Balance as of December 31, 2011

$

4,168

$

(13,291)

$

-

$

(9,123)

Current period change excluding amounts reclassified

from accumulated other comprehensive income

1,159

(351)

-

808

Amounts reclassified from accumulated other

comprehensive income

(2,603)

1,805

-

(798)

Total change in accumulated other comprehensive

income

(1,444)

1,454

-

10

Balance as of September 30, 2012

$

2,724

$

(11,837)

$

-

$

(9,113)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2012

2011

2012

2011

(millions of dollars)

Income Tax (Expense)/Credit For

Components of Other Comprehensive Income

Foreign exchange translation adjustment

$

(55)

$

121

$

(92)

$

34

Postretirement benefits reserves adjustment

Postretirement benefits reserves adjustment

(excluding amortization)

100

(111)

190

126

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs

(200)

(132)

(1,132)

(433)

Unrealized change in fair value on cash flow hedges

Change in fair value of cash flow hedges

-

(9)

-

(14)

Realized (gain)/loss from settled cash flow hedges

included in net income

-

11

-

31

Total

$

(155)

$

(120)

$

(1,034)

$

(256)


- 10 -


4.     Earnings Per Share

Three Months Ended

Nine Months Ended

September 30,

September 30,

2012

2011

2012

2011

Earnings per common share

Net income attributable to ExxonMobil (millions of dollars)

$

9,570

$

10,330

$

34,930

$

31,660

Weighted average number of common shares

outstanding (millions of shares)

4,597

4,839

4,657

4,902

Earnings per common share (dollars)

$

2.09

$

2.13

$

7.50

$

6.46

Earnings per common share - assuming dilution

Net income attributable to ExxonMobil (millions of dollars)

$

9,570

$

10,330

$

34,930

$

31,660

Weighted average number of common shares

outstanding (millions of shares)

4,597

4,839

4,657

4,902

Effect of employee stock-based awards

-

4

-

6

Weighted average number of common shares

outstanding - assuming dilution

4,597

4,843

4,657

4,908

Earnings per common share

- assuming dilution (dollars)

$

2.09

$

2.13

$

7.50

$

6.45


- 11 -


5.     Pension and Other Postretirement Benefits

Three Months Ended

Nine Months Ended

September 30,

September 30,

2012

2011

2012

2011

(millions of dollars)

Pension Benefits - U.S.

Components of net benefit cost

Service cost

$

173

$

148

$

489

$

397

Interest cost

205

198

615

594

Expected return on plan assets

(196)

(192)

(590)

(577)

Amortization of actuarial loss/(gain) and prior

service cost

146

123

436

370

Net pension enhancement and

curtailment/settlement cost

123

64

369

266

Net benefit cost

$

451

$

341

$

1,319

$

1,050

Pension Benefits - Non-U.S.

Components of net benefit cost

Service cost

$

156

$

147

$

490

$

432

Interest cost

279

317

859

956

Expected return on plan assets

(269)

(293)

(831)

(879)

Amortization of actuarial loss/(gain) and prior

service cost

228

189

719

566

Net pension enhancement and

curtailment/settlement cost (1)

109

7

1,538

7

Net benefit cost

$

503

$

367

$

2,775

$

1,082

Other Postretirement Benefits

Components of net benefit cost

Service cost

$

31

$

30

$

100

$

94

Interest cost

89

96

293

300

Expected return on plan assets

(9)

(10)

(30)

(32)

Amortization of actuarial loss/(gain) and prior

service cost

48

47

156

153

Net benefit cost

$

159

$

163

$

519

$

515

(1) Non-U.S. net pension enhancement and curtailment/settlement cost for the nine months ended September 30, 2012, includes $1,420 million (on a consolidated‑company, before‑tax basis) of accumulated other comprehensive income for the postretirement benefit reserves adjustment that was recycled into earnings and included in the Japan restructuring gain reported in “Other income” (See Note 9).


- 12 -


6.     Financial Instruments

The fair value of financial instruments is determined by reference to observable market data and other valuation techniques as appropriate.  The only category of financial instruments where the difference between fair value and recorded book value is notable is long-term debt.  The estimated fair value of total long-term debt, including capitalized lease obligations, was $9.5 billion at September 30, 2012, and $9.8 billion at December 31, 2011, as compared to recorded book values of $8.9 billion at September 30, 2012, and $9.3 billion at December 31, 2011.  The fair value of long-term debt by hierarchy level at September 30, 2012, is shown below:

As of September 30, 2012

Level 1

Level 2

Level 3

Total

(millions of dollars)

Long-term debt fair value

$ 6,594

$ 2,609

$ 322

$ 9,525

The fair value hierarchy for long-term debt is primarily Level 1 and represents quoted prices in active markets. Level 2 includes debt whose fair value is based upon a publicly available index.  The Level 3 amount is primarily capitalized leases whose value is typically determined through the use of present value and specific contract terms.


- 13 -


7.     Disclosures about Segments and Related Information

Three Months Ended

Nine Months Ended

September 30,

September 30,

2012

2011

2012

2011

(millions of dollars)

EARNINGS AFTER INCOME TAX

Upstream

United States

$

633

$

1,184

$

2,321

$

3,912

Non-U.S.

5,340

7,210

19,812

21,698

Downstream

United States

1,441

810

2,878

2,238

Non-U.S. (1)

1,749

769

8,544

1,796

Chemical

United States

565

538

1,492

1,832

Non-U.S. (1)

225

465

1,448

2,008

All other

(383)

(646)

(1,565)

(1,824)

Corporate total

$

9,570

$

10,330

$

34,930

$

31,660

(1)

Nine months ended September 30, 2012, includes the gain associated with the Japan restructuring (See Note 9)

of $5.3 billion in the non-U.S. Downstream and $0.6 billion in the non-U.S. Chemical segments.

SALES AND OTHER OPERATING REVENUE (2)

Upstream

United States

$

2,830

$

3,686

$

8,404

$

10,601

Non-U.S.

7,208

7,101

22,163

24,684

Downstream

United States

31,621

31,329

92,991

90,904

Non-U.S.

60,763

67,591

190,590

192,742

Chemical

United States

3,493

4,053

11,167

11,829

Non-U.S.

5,634

6,711

18,157

20,345

All other

5

4

16

15

Corporate total

$

111,554

$

120,475

$

343,488

$

351,120

(2)

Includes sales-based taxes

INTERSEGMENT REVENUE

Upstream

United States

$

1,935

$

2,232

$

6,538

$

7,189

Non-U.S.

11,105

12,527

35,171

37,705

Downstream

United States

5,422

4,426

16,214

14,071

Non-U.S.

15,309

17,854

47,215

53,987

Chemical

United States

3,301

2,884

9,429

9,202

Non-U.S.

2,292

2,960

7,565

8,095

All other

75

66

212

192

8. Accounting for Suspended Exploratory Well Costs

For the category of exploratory well costs at year-end 2011 that were suspended more than one year, a total of $95 million was expensed in the first nine months of 2012.


- 14 -


9.     Japan Restructuring

On June 1, 2012, the Corporation completed the restructuring of its Downstream and Chemical holdings in Japan. Under the restructuring, TonenGeneral Sekiyu K. K. (TG), a consolidated subsidiary owned 50 percent by the Corporation, purchased for $3.9 billion the Corporation’s shares of a wholly-owned affiliate in Japan, EMG Marketing Godo Kaisha (previously known as ExxonMobil Yugen Kaisha), which resulted in TG acquiring approximately 200 million of its shares owned by the Corporation along with other assets. As a result of the restructuring, the Corporation’s effective ownership of TG was reduced to approximately 22 percent and a net gain of $6.5 billion was recognized.  The gain is included in “Other income” partially offset by amounts included in “Income tax expense” and “Net income attributable to noncontrolling interests.”

The gain includes $1.9 billion of the Corporation’s share of other comprehensive income recycled into earnings (see note 3 below).  The gain also includes remeasurement of TG’s shares that the Corporation continues to own to $0.7 billion, based on TG’s share price on the Tokyo Stock Exchange.  The Corporation accounts for its remaining investment using the equity method.

Summarized balance sheet for the Japan entities subject to the restructuring follows:

(millions of dollars)

Assets

Current assets (1)

$

6,391

Net property, plant and equipment

4,700

Other assets

989

Total assets

$

12,080

Liabilities

Current liabilities (2)

$

7,398

Long-term debt

22

Postretirement benefits reserves

2,066

Other long-term obligations

826

Total liabilities

$

10,312

Equity

ExxonMobil share of equity (3)

$

(256)

Noncontrolling interests

2,024

Total equity

$

1,768

Total liabilities and equity

$

12,080

(1) The aggregate replacement cost of inventories exceeded the LIFO carrying values by $2.4 billion at June 1, 2012.

(2) On June 1, 2012, Japan’s unused credit lines for short-term financing were $1.0 billion.

(3) The accumulated other comprehensive income associated with the Japan restructuring was recycled into earnings. At June 1, 2012,  ExxonMobil’s share of accumulated other comprehensive income was a benefit of $1.9 billion, including $2.5 billion related to cumulative translation adjustments offset by $0.6 billion related to postretirement benefits reserves adjustments.


- 15 -


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

Earnings (U.S. GAAP)

2012

2011

2012

2011

(millions of dollars)

Upstream

United States

$

633

$

1,184

$

2,321

$

3,912

Non-U.S.

5,340

7,210

19,812

21,698

Downstream

United States

1,441

810

2,878

2,238

Non-U.S.

1,749

769

8,544

1,796

Chemical

United States

565

538

1,492

1,832

Non-U.S.

225

465

1,448

2,008

Corporate and financing

(383)

(646)

(1,565)

(1,824)

Net Income attributable to ExxonMobil (U.S. GAAP)

$

9,570

$

10,330

$

34,930

$

31,660

Earnings per common share (dollars)

$

2.09

$

2.13

$

7.50

$

6.46

Earnings per common share - assuming

dilution (dollars)

$

2.09

$

2.13

$

7.50

$

6.45

References in this discussion to total corporate earnings mean net income attributable to ExxonMobil (U.S. GAAP) from the income statement.  Unless otherwise indicated, references to earnings, special items, Upstream, Downstream, Chemical and Corporate and Financing segment earnings, and earnings per share are ExxonMobil's share after excluding amounts attributable to noncontrolling interests.

REVIEW OF THIRD QUARTER 2012 RESULTS

ExxonMobil results for the third quarter of 2012 reflect our ongoing commitment to help deliver the energy needed to underpin economic recovery and growth while maintaining our strong focus on safety and environmental performance.

Third quarter 2012 earnings were $9.6 billion, down 7 percent from the third quarter of 2011.

Capital and exploration expenditures were $9.2 billion in the third quarter of 2012.

The Corporation distributed $7.6 billion to shareholders in the third quarter through dividends and share purchases to reduce shares outstanding.

_______________________________________________________________________

Earnings of $34,930 million in the first nine months of 2012 increased $3,270 million from 2011.

Earnings per share – assuming dilution increased 16 percent to $7.50.


- 16 -


Third Quarter

First Nine Months

2012

2011

2012

2011

(millions of dollars)

Upstream earnings

United States

$

633

$

1,184

$

2,321

$

3,912

Non-U.S.

5,340

7,210

19,812

21,698

Total

$

5,973

$

8,394

$

22,133

$

25,610

Upstream earnings were $5,973 million in the third quarter of 2012, down $2,421 million from the third quarter of 2011.  Production volume and mix effects reduced earnings by $700 million.  Lower liquids and natural gas realizations decreased earnings by $130 million.  All other items, including the absence of prior year asset sales ($1.0 billion), unfavorable tax items and foreign exchange impacts, decreased earnings by a total of $1.6 billion.

On an oil-equivalent basis, production decreased 7.5 percent from the third quarter of 2011.  Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production decreased 2.9 percent.

Liquids production totaled 2,116 kbd (thousands of barrels per day), down 133 kbd from the third quarter of 2011.  Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was down 3.1 percent, as field decline was partially offset by project ramp-up in Angola and Nigeria.

Third quarter natural gas production was 11,061 mcfd (millions of cubic feet per day), down 1,136 mcfd from 2011.  Excluding the impacts of entitlement volumes and divestments, natural gas production was down 2.7 percent, due primarily to field decline.

Earnings from U.S. Upstream operations were $633 million, $551 million lower than the third quarter of 2011.  Non-U.S. Upstream earnings were $5,340 million, down $1,870 million from the prior year.

_______________________________________________________________________

Upstream earnings for the first nine months of 2012 were $22,133 million, down $3,477 million from 2011.  Production volume and mix effects decreased earnings by $1.9 billion.  Liquids and natural gas realizations decreased earnings by $80 million.  All other items, including higher operating expenses and unfavorable tax effects, reduced earnings by $1.5 billion.

On an oil-equivalent basis, production was down 6.2 percent compared to the same period in 2011.  Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was down 1.6 percent.

Liquids production of 2,179 kbd decreased 153 kbd compared with 2011.  Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was down 1.8 percent, as field decline was partly offset by project ramp-up in Angola and Nigeria.

Natural gas production of 12,249 mcfd decreased 739 mcfd from 2011.  Excluding the impacts of entitlement volumes and divestments, natural gas production was down 1.3 percent, as field decline was partially offset by higher demand and lower downtime.

Earnings from U.S. Upstream operations for 2012 were $2,321 million, down $1,591 million from 2011.  Earnings outside the U.S. were $19,812 million, down $1,886 million.

Third Quarter

First Nine Months

2012

2011

2012

2011

(millions of dollars)

Downstream earnings

United States

$

1,441

$

810

$

2,878

$

2,238

Non-U.S.

1,749

769

8,544

1,796

Total

$

3,190

$

1,579

$

11,422

$

4,034


- 17 -


Downstream earnings were $3,190 million in the third quarter of 2012, up $1,611 million from the third quarter of 2011.  Downstream margins, mainly refining, increased earnings by $850 million, while volume and mix effects were essentially flat.  All other items, including higher gains on asset sales of $360 million, favorable foreign exchange effects, and lower operating expenses, increased earnings by $780 million.  Petroleum product sales of 6,105 kbd were 453 kbd lower than last year's third quarter due mainly to divestments and the Japan restructuring.

Earnings from the U.S. Downstream were $1,441 million, up $631 million from the third quarter of 2011.  Non-U.S. Downstream earnings of $1,749 million were $980 million higher than last year.

_______________________________________________________________________

Downstream earnings of $11,422 million in the first nine months of 2012 increased $7,388 million from 2011.  Higher refining margins increased earnings by $1.4 billion, while volume and mix effects increased earnings by $140 million.  All other items increased earnings by $5.8 billion due primarily to a $5.3 billion gain associated with the Japan restructuring and other divestment gains.  Petroleum product sales of 6,197 kbd decreased 189 kbd from 2011 due mainly to divestments and the Japan restructuring.

U.S. Downstream earnings were $2,878 million, up $640 million from 2011.  Non-U.S. Downstream earnings were $8,544 million, an increase of $6,748 million from last year.

Third Quarter

First Nine Months

2012

2011

2012

2011

(millions of dollars)

Chemical earnings

United States

$

565

$

538

$

1,492

$

1,832

Non-U.S.

225

465

1,448

2,008

Total

$

790

$

1,003

$

2,940

$

3,840

Chemical earnings of $790 million in the third quarter of 2012 were $213 million lower than the third quarter of 2011.  Lower margins decreased earnings by $150 million.  All other items, mainly unfavorable foreign exchange effects, decreased earnings by $60 million.  Third quarter prime product sales of 5,947 kt (thousands of metric tons) were 285 kt lower than last year's third quarter due mainly to the Japan restructuring.

_______________________________________________________________________

Chemical earnings of $2,940 million for the first nine months of 2012 were $900 million lower than 2011.  Margins decreased earnings by $920 million.  Volume and mix effects lowered earnings by $60 million.  All other items increased earnings by $80 million, as a $630 million gain associated with the Japan restructuring was mostly offset by unfavorable foreign exchange effects and higher operating expenses.  Prime product sales of 18,256 kt were down 479 kt from 2011.

Third Quarter

First Nine Months

2012

2011

2012

2011

(millions of dollars)

Corporate and financing earnings

$

(383)

$

(646)

$

(1,565)

$

(1,824)

Corporate and financing expenses were $383 million for the third quarter of 2012, down $263 million from the third quarter of 2011, due mainly to favorable tax items.

_______________________________________________________________________

Corporate and financing expenses were $1,565 million for the first nine months of 2012, down $259 million from 2011 due primarily to the Japan restructuring.


- 18 -


LIQUIDITY AND CAPITAL RESOURCES

Third Quarter

First Nine Months

2012

2011

2012

2011

(millions of dollars)

Net cash provided by/(used in)

Operating activities

$

42,946

$

44,594

Investing activities

(16,599)

(20,153)

Financing activities

(26,143)

(21,211)

Effect of exchange rate changes

187

(33)

Increase/(decrease) in cash and cash equivalents

$

391

$

3,197

Cash and cash equivalents (at end of period)

$

13,055

$

11,022

Cash and cash equivalents – restricted (at end of period)

206

233

Total cash and cash equivalents (at end of period)

$

13,261

$

11,255

Cash flow from operations and asset sales

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

$

13,442

$

14,849

$

42,946

$

44,594

Proceeds associated with sales of subsidiaries, property,

plant & equipment, and sales and returns of investments

607

1,408

6,850

4,246

Cash flow from operations and asset sales

$

14,049

$

16,257

$

49,796

$

48,840

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 of $13.3 billion at the end of the third quarter of 2012 compared to $11.3 billion at the end of the third quarter of 2011.

Cash provided by operating activities totaled $42.9 billion for the first nine months of 2012, $1.6 billion lower than 2011. The major source of funds was net income including noncontrolling interests of $37.4 billion, an increase of $4.9 billion from the prior year period.  The adjustment for the noncash provision of $11.8 billion for depreciation and depletion was essentially flat with 2011.  Changes in operational working capital added to cash flows in both periods.  These items were partially offset by the net gain on asset sales of $11.7 billion in 2012 and $1.3 billion in 2011.  For additional details, see the Condensed Consolidated Statement of Cash Flows on page 6.

Investing activities for the first nine months of 2012 used net cash of $16.6 billion, a decrease of $3.6 billion compared to the prior year.  Spending for additions to property, plant and equipment increased $1.9 billion to $24.2 billion.  Proceeds from asset sales of $6.9 billion, increased $2.6 billion reflecting the impact of the Japan restructuring.  Additional investment and advances decreased by $2.4 billion to $0.8 billion.

Cash flow from operations and asset sales in the third quarter of 2012 of $14.0 billion, including asset sales of $0.6 billion, decreased $2.2 billion from the comparable 2011 period.  Cash flow from operations and asset sales in the first nine months of 2012 of $49.8 billion, including asset sales of $6.9 billion, increased $1.0 billion from the comparable 2011 period.

Net cash used in financing activities of $26.1 billion in the first nine months of 2012 was $4.9 billion higher than 2011, reflecting the maturing of the deferred interest debentures in 2012 and the absence of 2011 net short-term debt issuance.

During the third quarter of 2012, Exxon Mobil Corporation purchased 58 million shares of its common stock for the treasury at a gross cost of $5.1 billion.  These purchases included $5 billion to reduce the number of shares outstanding with the balance used to acquire shares in conjunction with the company’s benefit plans and programs.  Shares outstanding decreased from 4,616 million at the end of the second quarter to 4,559 million at the end of the third quarter 2012.  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.


- 19 -


The Corporation distributed to shareholders a total of $7.6 billion in the third quarter of 2012 through dividends and share purchases to reduce shares outstanding.

Total debt of $12.4 billion compared to $17.0 billion at year-end 2011.  The decrease is due to the maturing of the deferred interest debentures and the impact of divestments.   The Corporation's debt to total capital ratio was 6.7 percent at the end of the third quarter of 2012 compared to 9.6 percent at year-end 2011.

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

The Corporation, as part of its ongoing asset management program, continues to evaluate its mix of assets for potential upgrade.  Because of the ongoing nature of this program, dispositions will continue to be made from time to time which will result in either gains or losses.  Additionally, the Corporation continues to evaluate opportunities to enhance its business portfolio through acquisitions of assets or companies, and enters into such transactions from time to time.  Key criteria for evaluating acquisitions include potential for future growth and attractive current valuations.  Acquisitions may be made with cash, shares of the Corporation’s common stock, or both.

Litigation and other contingencies are discussed in Note 2 to the unaudited condensed consolidated financial statements.

TAXES

Third Quarter

First Nine Months

2012

2011

2012

2011

(millions of dollars)

Income taxes

$

7,394

$

8,009

$

23,647

$

23,734

Effective income tax rate

47

%

47

%

43

%

46

%

Sales-based taxes

8,137

8,484

24,657

25,013

All other taxes and duties

8,652

11,084

29,891

32,575

Total

$

24,183

$

27,577

$

78,195

$

81,322

Income, sales-based and all other taxes and duties totaled $24.2 billion for the third quarter of 2012, a decrease of $3.4 billion from 2011.  Income tax expense decreased by $0.6 billion to $7.4 billion reflecting the lower level of earnings.  The effective income tax rate was 47 percent in both periods. Sales-based taxes and all other taxes and duties decreased by $2.8 billion to $16.8 billion reflecting the Japan restructuring.

________________________________________________________________________

Income, sales-based and all other taxes and duties totaled $78.2 billion for the first nine months of 2012, a decrease of $3.1 billion from 2011.  Income tax expense decreased by $0.1 billion to $23.6 billion with the impact of higher earnings offset by the lower effective tax rate.  The effective income tax rate was 43 percent compared to 46 percent in the prior year due to a lower effective tax rate on divestments.  Sales-based and all other taxes decreased by $3.0 billion reflecting the Japan restructuring.

CAPITAL AND EXPLORATION EXPENDITURES

Third Quarter

First Nine Months

2012

2011

2012

2011

(millions of dollars)

Upstream (including exploration expenses)

$

8,248

$

7,752

$

24,720

$

24,088

Downstream

583

541

1,591

1,475

Chemical

350

321

1,031

1,122

Other

2

6

14

62

Total

$

9,183

$

8,620

$

27,356

$

26,747

Capital and exploration expenditures in the third quarter of 2012 were $9.2 billion, up 7 percent from the third quarter of 2011.

________________________________________________________________________

Capital and exploration expenditures were a record $27.4 billion for the first nine months of 2012, up 2 percent, as ExxonMobil continues pursuing opportunities to find and produce new supplies of oil and natural gas to meet global demand for energy.  The Corporation anticipates an investment profile of about $37 billion per year over the next five years.  Actual spending could vary depending on the progress of individual projects and property acquisitions.


- 20 -


FORWARD-LOOKING STATEMENTS

Statements relating to future plans, projections, events or conditions are forward-looking statements.  Actual results, including project plans, costs, timing, and capacities; capital and exploration expenditures; resource recoveries; and share purchase levels, could differ materially due to factors including: changes in oil or gas prices or other market or economic conditions affecting the oil and gas industry, including the scope and duration of economic recessions; the outcome of exploration and development efforts; changes in law or government regulation, including tax and environmental requirements; the outcome of commercial negotiations; changes in technical or operating conditions; and other factors discussed under the heading "Factors Affecting Future Results" in the “Investors” section of our website and in Item 1A of ExxonMobil's 2011 Form 10-K.  We assume no duty to update these statements as of any future date.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the nine months ended September 30, 2012, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2011.

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, 2012.  Based on that evaluation, these officers have concluded that the Corporation’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  There were no changes during the Corporation’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.


- 21 -


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Regarding a matter previously reported in the Corporation’s 2010 Form 10-K involving the issuance of a notice of violation (NOV) and likely enforcement action by the Pennsylvania Department of Environmental Protection relating to the discharge of fluids at the Marquardt Well Site of XTO Energy Inc. (XTO) in Penn Township, Pennsylvania, on July 19, 2012, the United States Department of Justice (DOJ) and the United States Environmental Protection Agency (EPA) proposed a settlement with XTO for alleged violations of the Federal Water Pollution Control Act arising from the same event. As part of the possible settlement, EPA/DOJ is seeking in excess of $100,000 to resolve the alleged violations of federal law.

Refer to the relevant portions of Note 2 of this Quarterly Report on Form 10-Q for further information on legal proceedings.


- 22 -


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

Issuer Purchase of Equity Securities for Quarter Ended September 30, 2012

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,  2012

19,393,880

$85.30

19,393,880

August,  2012

21,837,573

$87.79

21,837,573

September,  2012

16,843,181

$90.63

16,843,181

Total

58,074,634

$87.78

58,074,634

(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.  In its most recent earnings release dated November 1, 2012, the Corporation stated that fourth quarter 2012 share purchases to reduce shares outstanding are anticipated to equal $5 billion.  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

10(iii)(f.2)

Standing resolution for non-employee director restricted grants dated, September 26, 2007.

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.

101

Interactive Data Files.


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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 6, 2012

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)(f.2)

Standing resolution for non-employee director restricted grants dated September 26, 2007.

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.

101

Interactive Data Files.


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