UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~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 ~~June~~September 30, 2012

Common stock, without par value ~~4,615,939,496~~4,559,342,639

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2012

TABLE OF CONTENTS

		Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statement of Income Three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011	3
Condensed Consolidated Statement of Comprehensive Income Three and ~~six~~nine months ended ~~June~~September 30, 2012 and 2011	4
Condensed Consolidated Balance Sheet As of ~~June~~September 30, 2012 and December 31, 2011	5

Condensed Consolidated Statement of Cash Flows ~~Six~~Nine months ended ~~June~~September 30, 2012 and 2011	6
Condensed Consolidated Statement of Changes in Equity ~~Six~~Nine months ended ~~June~~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	2116
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2621
Item 4. Controls and Procedures	2621

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	2722
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2823
Item 6. Exhibits	2823
Signature	2924
Index to Exhibits	3025

-2-

PART I. FINANCIAL INFORMATION	PART I. FINANCIAL INFORMATION									PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	Item 1. Financial Statements									Item 1. Financial Statements

EXXON MOBIL CORPORATION	EXXON MOBIL CORPORATION									EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME	CONDENSED CONSOLIDATED STATEMENT OF INCOME									CONDENSED CONSOLIDATED STATEMENT OF INCOME
(millions of dollars)	(millions of dollars)									(millions of dollars)

		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		June 30,				June 30,					September 30,				September 30,
			2012		2011		2012		2011			2012		2011		2012		2011
REVENUES AND OTHER INCOME	REVENUES AND OTHER INCOME									REVENUES AND OTHER INCOME
Sales and other operating revenue (1)	Sales and other operating revenue (1)	$	112,745	$	121,394	$	231,934	$	230,645	Sales and other operating revenue (1)	$	111,554	$	120,475	$	343,488	$	351,120
Income from equity affiliates	Income from equity affiliates		3,651		3,720		7,861		7,547	Income from equity affiliates		3,386		3,915		11,247		11,462
Other income	Other income		10,967		372		11,621		1,298	Other income		766		940		12,387		2,238
	Total revenues and other income		127,363		125,486		251,416		239,490	Total revenues and other income		115,706		125,330		367,122		364,820

COSTS AND OTHER DEDUCTIONS	COSTS AND OTHER DEDUCTIONS									COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases	Crude oil and product purchases		66,344		69,447		136,169		129,944	Crude oil and product purchases		65,180		69,289		201,349		199,233
Production and manufacturing expenses	Production and manufacturing expenses		9,787		10,322		19,637		19,842	Production and manufacturing expenses		9,128		10,199		28,765		30,041
Selling, general and administrative expenses	Selling, general and administrative expenses		3,486		3,681		7,087		7,308	Selling, general and administrative expenses		3,468		3,764		10,555		11,072
Depreciation and depletion	Depreciation and depletion		3,899		3,881		7,741		7,642	Depreciation and depletion		4,037		3,866		11,778		11,508
Exploration expenses, including dry holes	Exploration expenses, including dry holes		372		592		894		926	Exploration expenses, including dry holes		494		728		1,388		1,654
Interest expense	Interest expense		50		45		157		74	Interest expense		59		98		216		172
Sales-based taxes (1)	Sales-based taxes (1)		8,027		8,613		16,520		16,529	Sales-based taxes (1)		8,137		8,484		24,657		25,013
Other taxes and duties	Other taxes and duties		9,207		10,286		19,505		19,689	Other taxes and duties		7,883		10,222		27,388		29,911
	Total costs and other deductions		101,172		106,867		207,710		201,954	Total costs and other deductions		98,386		106,650		306,096		308,604

Income before income taxes	Income before income taxes		26,191		18,619		43,706		37,536	Income before income taxes		17,320		18,680		61,026		56,216
	Income taxes		8,537		7,721		16,253		15,725	Income taxes		7,394		8,009		23,647		23,734
Net income including noncontrolling interests	Net income including noncontrolling interests		17,654		10,898		27,453		21,811	Net income including noncontrolling interests		9,926		10,671		37,379		32,482
	Net income attributable to noncontrolling interests		1,744		218		2,093		481	Net income attributable to noncontrolling interests		356		341		2,449		822
Net income attributable to ExxonMobil	Net income attributable to ExxonMobil	$	15,910	$	10,680	$	25,360	$	21,330	Net income attributable to ExxonMobil	$	9,570	$	10,330	$	34,930	$	31,660


Earnings per common share (dollars)	Earnings per common share (dollars)	$	3.41	$	2.19	$	5.41	$	4.33	Earnings per common share (dollars)	$	2.09	$	2.13	$	7.50	$	6.46

Earnings per common share - assuming dilution (dollars)	Earnings per common share - assuming dilution (dollars)	$	3.41	$	2.18	$	5.41	$	4.32	Earnings per common share - assuming dilution (dollars)	$	2.09	$	2.13	$	7.50	$	6.45

Dividends per common share (dollars)	Dividends per common share (dollars)	$	0.57	$	0.47	$	1.04	$	0.91	Dividends per common share (dollars)	$	0.57	$	0.47	$	1.61	$	1.38

(1) Sales-based taxes included in sales and other	(1) Sales-based taxes included in sales and other									(1) Sales-based taxes included in sales and other
	operating revenue	$	8,027	$	8,613	$	16,520	$	16,529	operating revenue	$	8,137	$	8,484	$	24,657	$	25,013

EXXON MOBIL CORPORATION	EXXON MOBIL CORPORATION												EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME												CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(millions of dollars)	(millions of dollars)												(millions of dollars)

					Three Months Ended				Six Months Ended								Three Months Ended				Nine Months Ended
					June 30,				June 30,								September 30,				September 30,
					2012		2011		2012		2011						2012		2011		2012		2011

	Net income including noncontrolling interests				$	17,654	$	10,898	$	27,453	$	21,811	Net income including noncontrolling interests				$	9,926	$	10,671	$	37,379	$	32,482
	Other comprehensive income (net of income taxes)												Other comprehensive income (net of income taxes)
		Foreign exchange translation adjustment				(1,367)		778		(322)		2,112		Foreign exchange translation adjustment				1,620		(3,336)		1,298		(1,224)
		Adjustment for foreign exchange translation (gain)/loss												Adjustment for foreign exchange translation (gain)/loss
				included in net income		(4,302)		-		(4,235)		-				included in net income		(119)		-		(4,354)		-
		Postretirement benefits reserves adjustment												Postretirement benefits reserves adjustment
				(excluding amortization)		224		(160)		(180)		(565)				(excluding amortization)		(224)		272		(404)		(293)
		Amortization and settlement of postretirement benefits reserves												Amortization and settlement of postretirement benefits reserves
				adjustment included in net periodic benefit costs		1,236		321		1,629		631				adjustment included in net periodic benefit costs		454		298		2,083		929
		Change in fair value of cash flow hedges				-		7		-		10		Change in fair value of cash flow hedges				-		14		-		24
		Realized (gain)/loss from settled cash flow hedges												Realized (gain)/loss from settled cash flow hedges
				included in net income		-		(14)		-		(33)				included in net income		-		(17)		-		(50)
			Total other comprehensive income			(4,209)		932		(3,108)		2,155			Total other comprehensive income			1,731		(2,769)		(1,377)		(614)
	Comprehensive income including noncontrolling interests					13,445		11,830		24,345		23,966	Comprehensive income including noncontrolling interests					11,657		7,902		36,002		31,868
		Comprehensive income attributable to												Comprehensive income attributable to
				noncontrolling interests		196		293		521		612				noncontrolling interests		541		101		1,062		713
	Comprehensive income attributable to ExxonMobil				$	13,249	$	11,537	$	23,824	$	23,354	Comprehensive income attributable to ExxonMobil				$	11,116	$	7,801	$	34,940	$	31,155

EXXON MOBIL CORPORATION	EXXON MOBIL CORPORATION							EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET	CONDENSED CONSOLIDATED BALANCE SHEET							CONDENSED CONSOLIDATED BALANCE SHEET
(millions of dollars)	(millions of dollars)							(millions of dollars)

			June 30,			Dec. 31,				Sept. 30,		Dec. 31,
			2012			2011				2012		2011
ASSETS	ASSETS							ASSETS
Current assets	Current assets							Current assets
	Cash and cash equivalents		$	17,802		$	12,664	Cash and cash equivalents		$	13,055	$	12,664
	Cash and cash equivalents – restricted			215			404	Cash and cash equivalents – restricted			206		404
	Notes and accounts receivable – net			33,741			38,642	Notes and accounts receivable – net			36,635		38,642
	Inventories							Inventories
		Crude oil, products and merchandise		11,729			11,665		Crude oil, products and merchandise		13,010		11,665
		Materials and supplies		3,429			3,359		Materials and supplies		3,565		3,359
	Other current assets			5,881			6,229	Other current assets			5,667		6,229
		Total current assets		72,797			72,963		Total current assets		72,138		72,963
Investments, advances and long-term receivables	Investments, advances and long-term receivables			33,921			34,333	Investments, advances and long-term receivables			35,105		34,333
Property, plant and equipment – net	Property, plant and equipment – net			214,940			214,664	Property, plant and equipment – net			220,330		214,664
Other assets, including intangibles – net	Other assets, including intangibles – net			7,987			9,092	Other assets, including intangibles – net			7,618		9,092
		Total assets	$	329,645	��	$	331,052		Total assets	$	335,191	$	331,052

LIABILITIES	LIABILITIES							LIABILITIES
Current liabilities	Current liabilities							Current liabilities
	Notes and loans payable		$	6,704		$	7,711	Notes and loans payable		$	3,496	$	7,711
	Accounts payable and accrued liabilities			51,322			57,067	Accounts payable and accrued liabilities			53,516		57,067
	Income taxes payable			12,110			12,727	Income taxes payable			13,049		12,727
		Total current liabilities		70,136			77,505		Total current liabilities		70,061		77,505
Long-term debt	Long-term debt			8,877			9,322	Long-term debt			8,928		9,322
Postretirement benefits reserves	Postretirement benefits reserves			22,117			24,994	Postretirement benefits reserves			21,652		24,994
Deferred income tax liabilities	Deferred income tax liabilities			36,851			36,618	Deferred income tax liabilities			37,642		36,618
Other long-term obligations	Other long-term obligations			23,679			21,869	Other long-term obligations			24,553		21,869
		Total liabilities		161,660			170,308		Total liabilities		162,836		170,308

Commitments and contingencies (Note 2)	Commitments and contingencies (Note 2)							Commitments and contingencies (Note 2)

EQUITY	EQUITY							EQUITY
Common stock, without par value:	Common stock, without par value:							Common stock, without par value:
	Authorized: 9,000 million shares							Authorized: 9,000 million shares
	Issued: 8,019 million shares			9,221			9,512	Issued: 8,019 million shares			9,645		9,512
Earnings reinvested	Earnings reinvested			351,421			330,939	Earnings reinvested			358,369		330,939
Accumulated other comprehensive income	Accumulated other comprehensive income			(10,659)			(9,123)	Accumulated other comprehensive income			(9,113)		(9,123)
Common stock held in treasury:	Common stock held in treasury:							Common stock held in treasury:
		3,403 million shares at June 30, 2012		(187,172)				3,460 million shares at September 30, 2012			(192,188)
		3,285 million shares at December 31, 2011					(176,932)	3,285 million shares at December 31, 2011					(176,932)
	ExxonMobil share of equity			162,811			154,396		ExxonMobil share of equity		166,713		154,396
Noncontrolling interests	Noncontrolling interests			5,174			6,348	Noncontrolling interests			5,642		6,348
	Total equity			167,985			160,744		Total equity		172,355		160,744
	Total liabilities and equity		$	329,645		$	331,052		Total liabilities and equity	$	335,191	$	331,052

EXXON MOBIL CORPORATION	EXXON MOBIL CORPORATION							EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS							CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(millions of dollars)	(millions of dollars)							(millions of dollars)

				Six Months Ended							Nine Months Ended
				June 30,							September 30,
				2012		2011					2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES							CASH FLOWS FROM OPERATING ACTIVITIES
	Net income including noncontrolling interests			$	27,453	$	21,811	Net income including noncontrolling interests			$	37,379	$	32,482
	Depreciation and depletion				7,741		7,642	Depreciation and depletion				11,778		11,508
	Changes in operational working capital, excluding cash and debt				3,408		1,078	Changes in operational working capital, excluding cash and debt				3,119		2,154
	Net (gain) on asset sales				(11,109)		(600)	Net (gain) on asset sales				(11,693)		(1,269)
	All other items – net				2,011		(186)	All other items – net				2,363		(281)
			Net cash provided by operating activities		29,504		29,745			Net cash provided by operating activities		42,946		44,594

CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES							CASH FLOWS FROM INVESTING ACTIVITIES
								Additions to property, plant and equipment				(24,214)		(22,341)
	Additions to property, plant and equipment				(16,188)		(14,863)	Proceeds associated with sales of subsidiaries, property, plant and
	Proceeds associated with sales of subsidiaries, property, plant and								equipment, and sales and returns of investments			6,850		4,246
		equipment, and sales and returns of investments			6,243		2,838	Additional investments and advances				(768)		(3,122)
	Additional investments and advances				(397)		(2,949)	Additions to marketable securities				-		(1,754)
	Additions to marketable securities				-		(1,754)	Sales of marketable securities				-		1,674
	Other investing activities – net				1,235		871	Other investing activities – net				1,533		1,144
			Net cash used in investing activities		(9,107)		(15,857)			Net cash used in investing activities		(16,599)		(20,153)

CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES							CASH FLOWS FROM FINANCING ACTIVITIES
	Additions to long-term debt				389		249	Additions to long-term debt				597		457
	Reductions in long-term debt				(11)		(43)	Reductions in long-term debt				(15)		(236)
	Additions/(reductions) in short-term debt – net				(214)		1,182	Additions/(reductions) in short-term debt – net				(3,506)		1,414
	Cash dividends to ExxonMobil shareholders				(4,878)		(4,496)	Cash dividends to ExxonMobil shareholders				(7,500)		(6,773)
	Cash dividends to noncontrolling interests				(137)		(152)	Cash dividends to noncontrolling interests				(287)		(264)
	Changes in noncontrolling interests				198		(12)	Changes in noncontrolling interests				198		(12)
	Tax benefits related to stock-based awards				-		171	Tax benefits related to stock-based awards				-		220
	Common stock acquired				(10,716)		(11,165)	Common stock acquired				(15,814)		(16,633)
	Common stock sold				86		452	Common stock sold				184		616
			Net cash used in financing activities		(15,283)		(13,814)			Net cash used in financing activities		(26,143)		(21,211)

Effects of exchange rate changes on cash	Effects of exchange rate changes on cash				24		388	Effects of exchange rate changes on cash				187		(33)
Increase/(decrease) in cash and cash equivalents	Increase/(decrease) in cash and cash equivalents				5,138		462	Increase/(decrease) in cash and cash equivalents				391		3,197
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period				12,664		7,825	Cash and cash equivalents at beginning of period				12,664		7,825
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period			$	17,802	$	8,287	Cash and cash equivalents at end of period			$	13,055	$	11,022

SUPPLEMENTAL DISCLOSURES	SUPPLEMENTAL DISCLOSURES							SUPPLEMENTAL DISCLOSURES
	Income taxes paid			$	12,327	$	13,547	Income taxes paid			$	17,895	$	20,349
	Cash interest paid			$	290	$	262	Cash interest paid			$	387	$	390

EXXON MOBIL CORPORATION	EXXON MOBIL CORPORATION																	EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY																	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(millions of dollars)	(millions of dollars)																	(millions of dollars)

		ExxonMobil Share of Equity																	ExxonMobil Share of Equity
						Accumulated																	Accumulated
							Other			Common														Other		Common
							Compre-			Stock		ExxonMobil		Non-										Compre-		Stock		ExxonMobil		Non-
		Common		Earnings			hensive			Held in		Share of		Controlling		Total			Common		Earnings			hensive		Held in		Share of		controlling		Total
		Stock		Reinvested			Income			Treasury		Equity		Interests		Equity			Stock		Reinvested			Income		Treasury		Equity		Interests		Equity

Balance as of December 31, 2010	Balance as of December 31, 2010	$	9,371	$	298,899		$	(4,823)		$	(156,608)	$	146,839	$	5,840	$	152,679	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	Amortization of stock-based awards		383		-			-			-		383		-		383	Amortization of stock-based awards		572		-			-		-		572		-		572
Tax benefits related to stock-based awards	Tax benefits related to stock-based awards		133		-			-			-		133		-		133	Tax benefits related to stock-based awards		159		-			-		-		159		-		159
Other	Other		(535)		-			-			-		(535)		(4)		(539)	Other		(596)		-			-		-		(596)		(4)		(600)

Net income for the period	Net income for the period		-		21,330			-			-		21,330		481		21,811	Net income for the period		-		31,660			-		-		31,660		822		32,482
Dividends – common shares	Dividends – common shares		-		(4,496)			-			-		(4,496)		(152)		(4,648)	Dividends – common shares		-		(6,773)			-		-		(6,773)		(264)		(7,037)
��

Other comprehensive income	Other comprehensive income		-		-			2,024			-		2,024		131		2,155	Other comprehensive income		-		-			(505)		-		(505)		(109)		(614)

Acquisitions, at cost	Acquisitions, at cost		-		-			-			(11,165)		(11,165)		(12)		(11,177)	Acquisitions, at cost		-		-			-		(16,633)		(16,633)		(12)		(16,645)
Dispositions	Dispositions		-		-			-			1,038		1,038		-		1,038	Dispositions		-		-			-		1,216		1,216		-		1,216
Balance as of June 30, 2011		$	9,352	$	315,733		$	(2,799)		$	(166,735)	$	155,551	$	6,284	$	161,835
Balance as of September 30, 2011																		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	Balance as of December 31, 2011	$	9,512	$	330,939		$	(9,123)		$	(176,932)	$	154,396	$	6,348	$	160,744	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	Amortization of stock-based awards		439		-			-			-		439		-		439	Amortization of stock-based awards		618		-			-		-		618		-		618
Tax benefits related to stock-based awards	Tax benefits related to stock-based awards		23		-			-			-		23		-		23	Tax benefits related to stock-based awards		252		-			-		-		252		-		252
Other	Other		(753)		-			-			-		(753)		(1,450)		(2,203)	Other		(737)		-			-		-		(737)		(1,450)		(2,187)

Net income for the period	Net income for the period		-		25,360			-			-		25,360		2,093		27,453	Net income for the period		-		34,930			-		-		34,930		2,449		37,379
Dividends – common shares	Dividends – common shares		-		(4,878)			-			-		(4,878)		(214)		(5,092)	Dividends – common shares		-		(7,500)			-		-		(7,500)		(287)		(7,787)

Other comprehensive income	Other comprehensive income		-		-			(1,536)			-		(1,536)		(1,572)		(3,108)	Other comprehensive income		-		-			10		-		10		(1,387)		(1,377)

Acquisitions, at cost	Acquisitions, at cost		-		-			-			(10,716)		(10,716)		(31)		(10,747)	Acquisitions, at cost		-		-			-		(15,814)		(15,814)		(31)		(15,845)
Dispositions	Dispositions		-		-			-			476		476		-		476	Dispositions		-		-			-		558		558		-		558
Balance as of June 30, 2012		$	9,221	$	351,421		$	(10,659)		$	(187,172)	$	162,811	$	5,174	$	167,985
Balance as of September 30, 2012																		Balance as of September 30, 2012	$	9,645	$	358,369		$	(9,113)	$	(192,188)	$	166,713	$	5,642	$	172,355

		Six Months Ended June 30, 2012										Six Months Ended June 30, 2011							Nine Months Ended September 30, 2012									Nine Months Ended September 30, 2011
				Held in										Held in							Held in									Held in
Common Stock Share Activity	Common Stock Share Activity	Issued		Treasury			Outstanding					Issued		Treasury		Outstanding		Common Stock Share Activity	Issued		Treasury			Outstanding				Issued		Treasury		Outstanding
		(millions of shares)										(millions of shares)							(millions of shares)									(millions of shares)
Balance as of December 31	Balance as of December 31		8,019		(3,285)			4,734	��				8,019		(3,040)		4,979	Balance as of December 31		8,019		(3,285)			4,734				8,019		(3,040)		4,979
	Acquisitions		-		(127)			(127)					-		(136)		(136)	Acquisitions		-		(185)			(185)				-		(209)		(209)
	Dispositions		-		9			9					-		19		19	Dispositions		-		10			10				-		23		23
Balance as of June 30			8,019		(3,403)			4,616					8,019		(3,157)		4,862
Balance as of September 30																		Balance as of September 30		8,019		(3,460)			4,559				8,019		(3,226)		4,793

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 ~~materially~~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~~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 ~~have been~~were consolidated before the Maryland Court of ~~Appeals.~~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 ~~June~~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 June 30, 2012







Equity

Other










Company

Third Party










Obligations (1)

Obligations

Total







(millions of dollars)



Guarantees













Debt-related

$
1,990

$
64

$
2,054




Other


3,774


3,977


7,751





Total

$
5,764

$
4,041

$
9,805


















(1) ExxonMobil share


			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 ~~June~~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


1,939


(492)


10


1,457

Amounts reclassified from accumulated other














comprehensive income


-


600


(33)


567

Total change in accumulated other comprehensive














income


1,939


108


(23)


2,024

Balance as of June 30, 2011

$
6,950

$
(9,781)

$
32

$
(2,799)

































Balance as of December 31, 2011

$
4,168

$
(13,291)

$
-

$
(9,123)

Current period change excluding amounts reclassified














from accumulated other comprehensive income


(266)


(152)


-


(418)

Amounts reclassified from accumulated other














comprehensive income


(2,484)


1,366


-


(1,118)

Total change in accumulated other comprehensive














income


(2,750)


1,214


-


(1,536)

Balance as of June 30, 2012

$
1,418

$
(12,077)

$
-

$
(10,659)


			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

Six Months Ended





June 30,

June 30,





2012

2011

2012

2011





(millions of dollars)

Income Tax (Expense)/Credit For














Components of Other Comprehensive Income













Foreign exchange translation adjustment

$
23

$
(51)

$
(37)

$
(87)

Postretirement benefits reserves adjustment














Postretirement benefits reserves adjustment















(excluding amortization)


(71)


60


90


237


Amortization and settlement of postretirement benefits reserves














adjustment included in net periodic benefit costs


(743)


(146)


(932)


(301)

Unrealized change in fair value on cash flow hedges














Change in fair value of cash flow hedges


-


(3)


-


(5)


Realized (gain)/loss from settled cash flow hedges















included in net income


-


8


-


20

Total

$
(791)

$
(132)

$
(879)

$
(136)

			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

Six Months Ended





June 30,

June 30,





2012

2011

2012

2011

















Earnings per common share













Net income attributable to ExxonMobil (millions of dollars)

$
15,910

$
10,680

$
25,360

$
21,330















Weighted average number of common shares














outstanding (millions of shares)


4,656


4,906


4,686


4,934

















Earnings per common share (dollars)

$
3.41

$
2.19

$
5.41

$
4.33

















Earnings per common share - assuming dilution













Net income attributable to ExxonMobil (millions of dollars)

$
15,910

$
10,680

$
25,360

$
21,330















Weighted average number of common shares














outstanding (millions of shares)


4,656


4,906


4,686


4,934



    Effect of employee stock-based awards


1


6


1


7

Weighted average number of common shares














outstanding - assuming dilution


4,657


4,912


4,687


4,941

















Earnings per common share














- assuming dilution (dollars)

$
3.41

$
2.18

$
5.41

$
4.32

			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

Six Months Ended






June 30,

June 30,






2012

2011

2012

2011






(millions of dollars)

Pension Benefits - U.S.














Components of net benefit cost















Service cost

$
160

$
124

$
316

$
249



Interest cost


205


198


410


396



Expected return on plan assets


(204)


(193)


(394)


(385)



Amortization of actuarial loss/(gain) and prior
















service cost


144


124


290


247



Net pension enhancement and
















curtailment/settlement cost


123


101


246


202



Net benefit cost

$
428

$
354

$
868

$
709



































Pension Benefits - Non-U.S.














Components of net benefit cost















Service cost

$
166

$
146

$
334

$
285



Interest cost


282


323


580


639



Expected return on plan assets


(273)


(296)


(562)


(586)



Amortization of actuarial loss/(gain) and prior
















service cost


237


193


491


377



Net pension enhancement and
















curtailment/settlement cost (1)


1,423


-


1,429


-



Net benefit cost

$
1,835

$
366

$
2,272

$
715



































Other Postretirement Benefits














Components of net benefit cost















Service cost

$
36

$
38

$
69

$
64



Interest cost


101


101


204


204



Expected return on plan assets


(10)


(12)


(21)


(22)



Amortization of actuarial loss/(gain) and prior
















service cost


55


49


108


106



Net benefit cost

$
182

$
176

$
360

$
352

				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 ~~three months and six~~nine months ended ~~June~~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 ~~10)~~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 ~~$9.4~~$9.5 billion at ~~June~~September 30, 2012, and $9.8 billion at December 31, 2011, as compared to recorded book values of $8.9 billion at ~~June~~September 30, 2012, and $9.3 billion at December 31, 2011. The fair value of long-term debt by hierarchy level at ~~June~~September 30, 2012, is shown below:

As of June 30, 2012






Level 1

Level 2

Level 3

Total






(millions of dollars)




Long-term debt fair value


$ 6,555


$ 2,472


$ 378


$ 9,405

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

Six Months Ended





June 30,

June 30,





2012

2011

2012

2011





(millions of dollars)

EARNINGS AFTER INCOME TAX














Upstream















United States

$
678

$
1,449

$
1,688

$
2,728



Non-U.S.


7,680


7,092


14,472


14,488


Downstream















United States


834


734


1,437


1,428



Non-U.S. (1)


5,812


622


6,795


1,027


Chemical















United States


494


625


927


1,294



Non-U.S. (1)


955


696


1,223


1,543


All other


(543)


(538)


(1,182)


(1,178)


Corporate total

$
15,910

$
10,680

$
25,360

$
21,330

















(1)
2012 periods include gain associated with the Japan restructuring (See Note 10) 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

$
2,607

$
3,629

$
5,574

$
6,915



Non-U.S.


7,059


8,705


14,955


17,583


Downstream















United States


30,461


32,038


61,370


59,575



Non-U.S.


62,809


65,960


129,827


125,151


Chemical















United States


3,747


4,129


7,674


7,776



Non-U.S.


6,055


6,926


12,523


13,634


All other


7


7


11


11


Corporate total

$
112,745

$
121,394

$
231,934

$
230,645

















(2)
Includes sales-based taxes



























INTERSEGMENT REVENUE














Upstream















United States

$
2,111

$
2,598

$
4,603

$
4,957



Non-U.S.


11,896


12,873


24,066


25,178


Downstream















United States


5,282


5,115


10,792


9,645



Non-U.S.


14,737


19,632


31,906


36,133


Chemical















United States


3,000


3,502


6,128


6,318



Non-U.S.


2,580


2,685


5,273


5,135


All other


67


62


137


126

			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 ~~six~~nine months of 2012.

-14-

~~9. Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries~~

Exxon Mobil Corporation has fully and unconditionally guaranteed the deferred interest debentures due September 1, 2012 ($2,808 million) of SeaRiver Maritime Financial Holdings, Inc., a 100-percent-owned subsidiary of Exxon Mobil Corporation.

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

SeaRiver








Exxon Mobil

Maritime



Consolidating




Corporation

Financial



and




Parent

Holdings,

All Other

Eliminating




Guarantor

Inc.

Subsidiaries

Adjustments

Consolidated




(millions of dollars)

Condensed consolidated statement of comprehensive income for three months ended June 30, 2012

Revenues and other income

















Sales and other operating revenue,


















including sales-based taxes

$
4,241

$
-

$
108,504

$
-

$
112,745


Income from equity affiliates


16,024


11


3,620


(16,004)


3,651


Other income


128


-


10,839


-


10,967


Intercompany revenue


13,722


-


99,535


(113,257)


-




Total revenues and other income


34,115


11


222,498


(129,261)


127,363

Costs and other deductions

















Crude oil and product purchases


14,648


-


162,006


(110,310)


66,344


Production and manufacturing


















expenses


1,845


-


9,425


(1,483)


9,787


Selling, general and administrative


















expenses


783


-


2,868


(165)


3,486


Depreciation and depletion


410


-


3,489


-


3,899


Exploration expenses, including dry


















holes


70


-


302


-


372


Interest expense


130


73


1,159


(1,312)


50


Sales-based taxes


-


-


8,027


-


8,027


Other taxes and duties


11


-


9,196


-


9,207




Total costs and other deductions


17,897


73


196,472


(113,270)


101,172

Income before income taxes


16,218


(62)


26,026


(15,991)


26,191


Income taxes


308


(27)


8,256


-


8,537

Net income including noncontrolling

















interests


15,910


(35)


17,770


(15,991)


17,654


Net income attributable to


















noncontrolling interests


-


-


1,744


-


1,744

Net income attributable to ExxonMobil

$
15,910

$
(35)

$
16,026

$
(15,991)

$
15,910

Comprehensive income

















attributable to ExxonMobil

$
13,249

$
(35)

$
13,153

$
(13,118)

$
13,249

-15-

EXXON MOBIL CORPORATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FUNCTIONAL EARNINGS SUMMARY	FUNCTIONAL EARNINGS SUMMARY									FUNCTIONAL EARNINGS SUMMARY

		Second Quarter				First Six Months					Third Quarter				First Nine Months
Earnings (U.S. GAAP)	Earnings (U.S. GAAP)	2012		2011		2012		2011		Earnings (U.S. GAAP)	2012		2011		2012		2011
		(millions of dollars)									(millions of dollars)
Upstream	Upstream									Upstream
	United States	$	678	$	1,449	$	1,688	$	2,728	United States	$	633	$	1,184	$	2,321	$	3,912
	Non-U.S.		7,680		7,092		14,472		14,488	Non-U.S.		5,340		7,210		19,812		21,698
Downstream	Downstream									Downstream
	United States		834		734		1,437		1,428	United States		1,441		810		2,878		2,238
	Non-U.S.		5,812		622		6,795		1,027	Non-U.S.		1,749		769		8,544		1,796
Chemical	Chemical									Chemical
	United States		494		625		927		1,294	United States		565		538		1,492		1,832
	Non-U.S.		955		696		1,223		1,543	Non-U.S.		225		465		1,448		2,008
Corporate and financing	Corporate and financing		(543)		(538)		(1,182)		(1,178)	Corporate and financing		(383)		(646)		(1,565)		(1,824)
Net Income attributable to ExxonMobil (U.S. GAAP)	Net Income attributable to ExxonMobil (U.S. GAAP)	$	15,910	$	10,680	$	25,360	$	21,330	Net Income attributable to ExxonMobil (U.S. GAAP)	$	9,570	$	10,330	$	34,930	$	31,660

Earnings per common share (dollars)	Earnings per common share (dollars)	$	3.41	$	2.19	$	5.41	$	4.33	Earnings per common share (dollars)	$	2.09	$	2.13	$	7.50	$	6.46
Earnings per common share - assuming	Earnings per common share - assuming									Earnings per common share - assuming
	dilution (dollars)	$	3.41	$	2.18	$	5.41	$	4.32	dilution (dollars)	$	2.09	$	2.13	$	7.50	$	6.45

Second Quarter

First Six Months




2012

2011

2012

2011




(millions of dollars)
Upstream earnings













United States

$
678

$
1,449

$
1,688

$
2,728

Non-U.S.


7,680


7,092


14,472


14,488


Total

$
8,358

$
8,541

$
16,160

$
17,216

			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 ~~second~~third quarter of 2012, ~~were $8,358 million,~~ down ~~$183~~$2,421 million from the ~~second~~third quarter of 2011. Production volume and mix effects reduced earnings by $700 million. Lower liquids and ~~U.S.~~ natural gas realizations decreased earnings by ~~$870 million, while lower sales volumes reduced earnings by $330~~$130 million. All other items, including ~~gains on~~the absence of prior year asset sales ~~mainly in Angola, increased~~($1.0 billion), unfavorable tax items and foreign exchange impacts, decreased earnings by ~~$1.0~~a total of $1.6 billion.

On an oil-equivalent basis, production decreased ~~5.6~~7.5 percent from the ~~second~~third quarter of 2011. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production ~~was essentially flat.~~decreased 2.9 percent.

Liquids production totaled ~~2,208~~2,116 kbd (thousands of barrels per day), down ~~143~~133 kbd from the ~~second~~third quarter of 2011. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was down ~~about 1~~3.1 percent, as field decline was ~~mostly~~partially offset by ~~lower downtime and~~project ramp-up ofin Angola and ~~Nigeria projects.~~Nigeria.

~~Second~~Third quarter natural gas production was ~~11,661~~11,061 mcfd (millions of cubic feet per day), down ~~606~~1,136 mcfd from 2011. Excluding the impacts of entitlement volumes and divestments, natural gas production was ~~up about 1~~down 2.7 percent, ~~as higher demand and lower downtime more than offset~~due primarily to field decline.

Earnings from U.S. Upstream operations were ~~$678~~$633 million, ~~$771~~$551 million lower than the ~~second~~third quarter of 2011. Non-U.S. Upstream earnings were ~~$7,680~~$5,340 million, ~~up $588~~down $1,870 million from the prior year.

_______________________________________________________________________

Upstream earnings infor the first ~~six~~nine months of 2012 were ~~$16,160~~$22,133 million, down ~~$1,056~~$3,477 million from ~~the first half of~~ 2011. ~~Higher liquids realizations, partially offset~~Production volume and mix effects decreased earnings by ~~lower~~$1.9 billion. Liquids and natural gas realizations ~~increased~~decreased earnings by $80 million. ~~Lower sales volumes decreased earnings by $1,140 million. Net gains on asset sales, mainly in Angola, were offset by~~All other items, including higher operating expenses and unfavorable tax ~~effects.~~effects, reduced earnings by $1.5 billion.

On an oil-equivalent basis, production ~~in the first six months of 2012~~ was down ~~5.5~~6.2 percent compared to the same period in 2011. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was down ~~about 1~~1.6 percent.

Liquids production~~in the first six months~~ of ~~2012 of 2,211~~2,179 kbd decreased ~~164~~153 kbd compared with 2011. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was down ~~about 1~~1.8 percent, as field decline was ~~mostly~~partly offset by project ramp-up in Angola and ~~lower downtime.~~Nigeria.

Natural gas production ~~in the first six months~~ of ~~2012 of 12,849~~12,249 mcfd decreased ~~541~~739 mcfd from 2011. Excluding the impacts of entitlement volumes and divestments, natural gas production was down ~~about 1~~1.3 percent, ~~with~~as field decline ~~partly~~was partially offset by higher demand and lower downtime.

Earnings ~~in the first six months of 2012~~ from U.S. Upstream operations for 2012 were ~~$1,688~~$2,321 million, down ~~$1,040~~$1,591 million from 2011. Earnings outside the U.S. were ~~$14,472~~$19,812 million, ~~essentially flat with the prior year.~~down $1,886 million.

Second Quarter

First Six Months




2012

2011

2012

2011




(millions of dollars)
Downstream earnings













United States

$
834

$
734

$
1,437

$
1,428

Non-U.S.


5,812


622


6,795


1,027


Total

$
6,646

$
1,356

$
8,232

$
2,455

			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

-2217-

~~Second quarter 2012~~ Downstream earnings were $3,190 million in the third quarter of ~~$6,646~~2012, up $1,611 million ~~were up $5.3 billion~~ from the ~~second~~third quarter of 2011. ~~The gain associated with the Japan restructuring contributed $5.3 billion. Improved~~Downstream margins, ~~and~~mainly refining, increased earnings by $850 million, while volume and mix effects ~~increased earnings by $670 million.~~were essentially flat. All other items, including ~~unfavorable~~higher gains on asset sales of $360 million, favorable foreign exchange effects, ~~higher~~and lower operating expenses, ~~and one-time tax items, decreased~~increased earnings ~~$670~~by $780 million. Petroleum product sales of ~~6,171~~6,105 kbd were ~~160~~453 kbd lower than last year's ~~second quarter.~~third quarter due mainly to divestments and the Japan restructuring.

Earnings from the U.S. Downstream were ~~$834~~$1,441 million, up ~~$100~~$631 million from the ~~second~~third quarter of 2011. Non-U.S. Downstream earnings of ~~$5,812~~$1,749 million were ~~$5,190~~$980 million higher than last year.

~~______________________________________________________________________~~_______________________________________________________________________

Downstream earnings of $11,422 million in the first ~~six~~nine months of 2012 ~~of $8,232 million~~ increased ~~$5,777~~$7,388 million from 2011. ~~The gain associated with the Japan restructuring contributed $5.3 billion.~~ Higher refining margins increased earnings by ~~$610 million,~~$1.4 billion, while volume and mix effects increased earnings by ~~$220~~$140 million. All other items ~~including higher operating expenses, one-time tax items, and unfavorable foreign exchange effects, partially offset by other asset management gains, decreased~~increased earnings by ~~$360 million.~~$5.8 billion due primarily to a $5.3 billion gain associated with the Japan restructuring and other divestment gains. Petroleum product sales of ~~6,243~~6,197 kbd decreased 56189 kbd from ~~2011.~~2011 due mainly to divestments and the Japan restructuring.

U.S. Downstream earnings ~~in the first six months of 2012~~ were ~~$1,437~~$2,878 million, ~~consistent with~~up $640 million from 2011. Non-U.S. Downstream earnings were ~~$6,795~~$8,544 million, an increase of ~~$5,768~~$6,748 million from last year.

Second Quarter

First Six Months




2012

2011

2012

2011




(millions of dollars)
Chemical earnings













United States

$
494

$
625

$
927

$
1,294

Non-U.S.


955


696


1,223


1,543


Total

$
1,449

$
1,321

$
2,150

$
2,837

			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

~~Second quarter 2012~~ Chemical earnings of ~~$1,449~~$790 million in the third quarter of 2012 were ~~$128~~$213 million ~~higher~~lower than the ~~second~~third quarter of 2011. ~~The gain associated with the Japan restructuring increased earnings by $630 million, while weaker~~Lower margins decreased earnings by $150 ~~million. Volume and mix effects lowered earnings by $100~~ million. All other items, mainly unfavorable foreign exchange effects, decreased earnings by ~~$250~~$60 million. ~~Second~~Third quarter prime product sales of ~~5,972~~5,947 kt (thousands of metric tons) were ~~209~~285 kt lower than last year's ~~second quarter.~~third quarter due mainly to the Japan restructuring.

~~_____________________________________________________________________~~_______________________________________________________________________

Chemical earningsin of $2,940 million for the first ~~six~~nine months of 2012 ~~of $2,150 million~~ were ~~$687~~$900 million lower than 2011. ~~The~~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 ~~increased earnings~~was mostly offset by ~~$630 million, while weaker margins decreased earnings by $750 million. Lower volumes decreased earnings by $70 million. All other items, including~~ unfavorable foreign exchange effects and higher operating ~~expenses, and tax items, decreased earnings by $500 million.~~expenses. Prime product sales of ~~12,309~~18,256 kt were down ~~194~~479 kt from 2011.

Second Quarter

First Six Months


2012

2011

2012

2011


(millions of dollars)













Corporate and financing earnings

$
(543)

$
(538)

$
(1,182)

$
(1,178)

	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 ~~of $543~~were $383 million infor the ~~second~~third quarter of 2012, ~~were flat with~~down $263 million from the ~~second~~third quarter of 2011, ~~as the benefit from the Japan restructuring was offset by one-time~~due mainly to favorable tax items.

_______________________________________________________________________

Corporate and financing expenses were ~~$1,182~~$1,565 million for the first ~~six~~nine months of 2012, ~~flat with the first half of~~down $259 million from 2011 ~~as the benefit from~~due primarily to the Japan ~~restructuring was offset by one-time tax items.~~restructuring.

-2318-

LIQUIDITY AND CAPITAL RESOURCES	LIQUIDITY AND CAPITAL RESOURCES										LIQUIDITY AND CAPITAL RESOURCES

			Second Quarter				First Six Months						Third Quarter				First Nine Months
			2012		2011		2012		2011				2012		2011		2012		2011
			(millions of dollars)										(millions of dollars)
Net cash provided by/(used in)	Net cash provided by/(used in)										Net cash provided by/(used in)
	Operating activities						$	29,504	$	29,745	Operating activities						$	42,946	$	44,594
	Investing activities							(9,107)		(15,857)	Investing activities							(16,599)		(20,153)
	Financing activities							(15,283)		(13,814)	Financing activities							(26,143)		(21,211)
Effect of exchange rate changes	Effect of exchange rate changes							24		388	Effect of exchange rate changes							187		(33)
Increase/(decrease) in cash and cash equivalents	Increase/(decrease) in cash and cash equivalents						$	5,138	$	462	Increase/(decrease) in cash and cash equivalents						$	391	$	3,197

Cash and cash equivalents (at end of period)	Cash and cash equivalents (at end of period)						$	17,802	$	8,287	Cash and cash equivalents (at end of period)						$	13,055	$	11,022
Cash and cash equivalents – restricted (at end of period)	Cash and cash equivalents – restricted (at end of period)							215		246	Cash and cash equivalents – restricted (at end of period)							206		233
Total cash and cash equivalents (at end of period)	Total cash and cash equivalents (at end of period)						$	18,017	$	8,533	Total cash and cash equivalents (at end of period)						$	13,261	$	11,255

Cash flow from operations and asset sales	Cash flow from operations and asset sales										Cash flow from operations and asset sales
	Net cash provided by operating activities (U.S. GAAP)		$	10,217	$	12,889	$	29,504	$	29,745	Net cash provided by operating activities (U.S. GAAP)		$	13,442	$	14,849	$	42,946	$	44,594
	Proceeds associated with sales of subsidiaries, property,										Proceeds associated with sales of subsidiaries, property,
		plant & equipment, and sales and returns of investments		3,730		1,497		6,243		2,838		plant & equipment, and sales and returns of investments		607		1,408		6,850		4,246
	Cash flow from operations and asset sales		$	13,947	$	14,386	$	35,747	$	32,583	Cash flow from operations and asset sales		$	14,049	$	16,257	$	49,796	$	48,840

The Corporation distributed to shareholders a total of ~~$7.7~~$7.6 billion in the ~~second~~third quarter of 2012 through dividends and share purchases to reduce shares outstanding.

Total debt of ~~$15.6~~$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 ~~8.5~~6.7 percent at the end of the ~~second~~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	TAXES														TAXES

			Second Quarter						First Six Months								Third Quarter						First Nine Months
			2012			2011			2012			2011					2012			2011			2012			2011
			(millions of dollars)														(millions of dollars)

Income taxes	Income taxes		$	8,537		$	7,721		$	16,253		$	15,725		Income taxes		$	7,394		$	8,009		$	23,647		$	23,734
	Effective income tax rate			36	%		45	%		41	%		46	%	Effective income tax rate			47	%		47	%		43	%		46	%
Sales-based taxes	Sales-based taxes			8,027			8,613			16,520			16,529		Sales-based taxes			8,137			8,484			24,657			25,013
All other taxes and duties	All other taxes and duties			10,036			11,175			21,239			21,491		All other taxes and duties			8,652			11,084			29,891			32,575
		Total	$	26,600		$	27,509		$	54,012		$	53,745			Total	$	24,183		$	27,577		$	78,195		$	81,322

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 ~~six~~nine months ended ~~June~~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 ~~June~~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.

-2621-

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~Chalmette Refining, LLC, owner~~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 ~~Chalmette Refinery (operated by ExxonMobil Oil Corporation), is in discussions with the Louisiana~~Pennsylvania Department of Environmental ~~Quality (LDEQ) to resolve self-reported deviations arising from refinery operations and~~Protection relating to ~~certain Clean Air Act Title V permit conditions, limits,~~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 ~~other requirements. The matter involves deviations reported to~~ the United States Environmental Protection Agency ~~in semi-annual reports covering the time period from 2006 through 2011. It is anticipated that LDEQ will assess an administrative penalty in this matter in excess of $100,000.~~

~~The New Mexico Environment Department (NMED) has issued~~(EPA) proposed a ~~notice of violation~~settlement with XTO for alleged violations of the ~~New Mexico Air Quality~~Federal Water Pollution Control Act ~~and air permits for compressor engines at~~arising from the ~~XTO Energy Inc. Valencia Canyon Compressor Station in Rio Arriba County, New Mexico. The NMED~~same event. As part of the possible settlement, EPA/DOJ is ~~also~~ seeking ~~civil penalties~~ in excess of $100,000 to resolve ~~these~~the alleged ~~air permitting violations. XTO Energy Inc. plans to meet with the NMED in an effort to resolve this matter.~~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.

-2722-

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

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

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

Total Number of

Maximum Number

Total Number of

Maximum Number

Shares Purchased

Of Shares that May

Shares Purchased

Of Shares that May

Total Number

Average

as Part of Publicly

Yet Be Purchased

Total Number

Average

as Part of Publicly

Yet Be Purchased

Of Shares

Price Paid

Announced Plans

Under the Plans or

Of Shares

Price Paid

Announced Plans

Under the Plans or

Period

Purchased

per Share

or Programs

Programs

Purchased

per Share

or Programs

Programs

April, 2012

18,687,988

$85.03

18,687,988

July, 2012

19,393,880

$85.30

19,393,880

May, 2012

21,049,962

$82.90

21,049,962

August, 2012

21,837,573

$87.79

21,837,573

June, 2012

20,582,440

$81.53

20,582,440

September, 2012

16,843,181

$90.63

16,843,181

Total

60,320,390

$83.09

60,320,390

(See Note 1)

Total

58,074,634

$87.78

58,074,634

(See Note 1)

EXXON MOBIL CORPORATION

SIGNATURE

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

	EXXON MOBIL CORPORATION
Date: ~~August 2,~~November 6, 2012	By:	/s/ Patrick T. Mulva
		Name:	Patrick T. Mulva
		Title:	Vice President, Controller and
			Principal Accounting Officer

-2924-

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.

-3025-

				SeaRiver
		Exxon Mobil		Maritime				Consolidating
		Corporation		Financial				and
		Parent		Holdings,		All Other		Eliminating
		Guarantor		Inc.		Subsidiaries		Adjustments		Consolidated
		(millions of dollars)
Condensed consolidated balance sheet as of June 30, 2012
Cash and cash equivalents		$	3,251	$	-	$	14,551	$	-	$	17,802
Cash and cash equivalents - restricted			62		-		153		-		215
Notes and accounts receivable - net			3,157		26		31,714		(1,156)		33,741
Inventories			1,690		-		13,468		-		15,158
Other current assets			777		-		5,104		-		5,881
	Total current assets		8,937		26		64,990		(1,156)		72,797
Property, plant and equipment - net			20,477		-		194,463		-		214,940
Investments and other assets			282,484		408		502,481		(743,465)		41,908
Intercompany receivables			17,050		2,859		593,250		(613,159)		-
	Total assets	$	328,948	$	3,293	$	1,355,184	$	(1,357,780)	$	329,645

Notes and loans payable		$	1,485	$	2,808	$	2,411	$	-	$	6,704
Accounts payable and accrued liabilities			3,405		27		47,890		-		51,322
Income taxes payable			-		-		13,266		(1,156)		12,110
	Total current liabilities		4,890		2,835		63,567		(1,156)		70,136
Long-term debt			354		-		8,523		-		8,877
Postretirement benefits reserves			11,879		-		10,238		-		22,117
Deferred income tax liabilities			1,778		-		35,073		-		36,851
Other long-term obligations			5,344		-		18,335		-		23,679
Intercompany payables			141,892		381		470,886		(613,159)		-
	Total liabilities		166,137		3,216		606,622		(614,315)		161,660

Earnings reinvested			351,421		(1,107)		166,047		(164,940)		351,421
Other ExxonMobil equity			(188,610)		1,184		577,341		(578,525)		(188,610)
	ExxonMobil share of equity		162,811		77		743,388		(743,465)		162,811
Noncontrolling interests			-		-		5,174		-		5,174
	Total equity		162,811		77		748,562		(743,465)		167,985
	Total liabilities and equity	$	328,948	$	3,293	$	1,355,184	$	(1,357,780)	$	329,645

Condensed consolidated balance sheet as of December 31, 2011
Cash and cash equivalents		$	1,354	$	-	$	11,310	$	-	$	12,664
Cash and cash equivalents - restricted			239		-		165		-		404
Notes and accounts receivable - net			2,719		-		36,569		(646)		38,642
Inventories			1,634		-		13,390		-		15,024
Other current assets			353		-		5,876		-		6,229
	Total current assets		6,299		-		67,310		(646)		72,963
Property, plant and equipment - net			19,687		-		194,977		-		214,664
Investments and other assets			260,410		393		485,157		(702,535)		43,425
Intercompany receivables			17,325		2,726		543,844		(563,895)		-
	Total assets	$	303,721	$	3,119	$	1,291,288	$	(1,267,076)	$	331,052

Notes and loans payable		$	1,851	$	2,662	$	3,198	$	-	$	7,711
Accounts payable and accrued liabilities			3,117		57		53,893		-		57,067
Income taxes payable			-		2		13,371		(646)		12,727
	Total current liabilities		4,968		2,721		70,462		(646)		77,505
Long-term debt			293		-		9,029		-		9,322
Postretirement benefits reserves			12,344		-		12,650		-		24,994
Deferred income tax liabilities			1,450		-		35,168		-		36,618
Other long-term obligations			5,215		-		16,654		-		21,869
Intercompany payables			125,055		386		438,454		(563,895)		-
	Total liabilities		149,325		3,107		582,417		(564,541)		170,308

Earnings reinvested			330,939		(1,032)		141,467		(140,435)		330,939
Other ExxonMobil equity			(176,543)		1,044		561,056		(562,100)		(176,543)
	ExxonMobil share of equity		154,396		12		702,523		(702,535)		154,396
Noncontrolling interests			-		-		6,348		-		6,348
	Total equity		154,396		12		708,871		(702,535)		160,744
	Total liabilities and equity	$	303,721	$	3,119	$	1,291,288	$	(1,267,076)	$	331,052



		(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


			As of June 30, 2012
			Equity		Other
			Company		Third Party
			Obligations *(1)*		Obligations		Total
			(millions of dollars)
Guarantees
	Debt-related		$	1,990	$	64	$	2,054
	Other			3,774		3,977		7,751
		Total	$	5,764	$	4,041	$	9,805

(1) ExxonMobil share


CAPITAL AND EXPLORATION EXPENDITURES	CAPITAL AND EXPLORATION EXPENDITURES									CAPITAL AND EXPLORATION EXPENDITURES

		Second Quarter				First Six Months					Third Quarter				First Nine Months
		2012		2011		2012		2011			2012		2011		2012		2011
		(millions of dollars)									(millions of dollars)

Upstream (including exploration expenses)	Upstream (including exploration expenses)	$	8,393	$	9,436	$	16,472	$	16,336	Upstream (including exploration expenses)	$	8,248	$	7,752	$	24,720	$	24,088
Downstream	Downstream		569		484		1,008		934	Downstream		583		541		1,591		1,475
Chemical	Chemical		368		352		681		801	Chemical		350		321		1,031		1,122
Other	Other		9		34		12		56	Other		2		6		14		62
	Total	$	9,339	$	10,306	$	18,173	$	18,127	Total	$	9,183	$	8,620	$	27,356	$	26,747