PART I. FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION















Item 1. Financial Statements














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














��


Three Months Ended

~~Six~~Nine Months Ended
~~June 30,~~
~~June 30,~~





September 30,
September 30,
2013

2012

2013

2012
Revenues and other income












Sales and other operating revenue (1)

~~102,853~~108,390


~~112,745~~110,989


~~206,681~~314,818


~~231,934~~342,348

Income from equity affiliates


~~3,098~~3,444


~~3,651~~3,386


~~7,516~~10,960


~~7,861~~11,247

Other income


~~518~~538


~~10,967~~766


~~1,079~~1,617


~~11,621~~12,387


Total revenues and other income


~~106,469~~112,372


~~127,363~~115,141


~~215,276~~327,395


~~251,416~~365,982
Costs and other deductions












Crude oil and product purchases


~~59,481~~63,961


~~66,344~~64,615


~~119,380~~183,088


~~136,169~~200,209

Production and manufacturing expenses


~~10,278~~9,842


~~9,787~~9,128


~~20,014~~29,856


~~19,637~~28,765

Selling, general and administrative expenses


~~3,268~~3,150


~~3,486~~3,468


~~6,386~~9,536


~~7,087~~10,555

Depreciation and depletion


~~4,405~~4,287


~~3,899~~4,037


~~8,515~~12,802


~~7,741~~11,778

Exploration expenses, including dry holes


~~454~~486


~~372~~494


~~899~~1,385


~~894~~1,388

Interest expense


8552


5059


~~109~~161


~~157~~216

Sales-based taxes (1)

~~7,552~~7,882


~~8,027~~8,137


~~15,044~~22,926


~~16,520~~24,657

Other taxes and duties


~~8,178~~8,523


~~9,207~~7,883


~~16,123~~24,646


~~19,505~~27,388


Total costs and other deductions


~~93,701~~98,183


~~101,172~~97,821


~~186,470~~284,400


~~207,710~~304,956
Income before income taxes


~~12,768~~14,189


~~26,191~~17,320


~~28,806~~42,995


~~43,706~~61,026

Income taxes


~~5,793~~6,120


~~8,537~~7,394


~~12,070~~18,190


~~16,253~~23,647
Net income including noncontrolling interests


~~6,975~~8,069


~~17,654~~9,926


~~16,736~~24,805


~~27,453~~37,379

Net income attributable to noncontrolling interests


~~115~~199


~~1,744~~356


~~376~~575


~~2,093~~2,449
Net income attributable to ExxonMobil


~~6,860~~7,870


~~15,910~~9,570


~~16,360~~24,230


~~25,360~~34,930






























Earnings per common share (dollars)

~~1.55~~1.79


~~3.41~~2.09


~~3.67~~5.46


~~5.41~~7.50













Earnings per common share - assuming dilution (dollars)

~~1.55~~1.79


~~3.41~~2.09


~~3.67~~5.46


~~5.41~~7.50


























Dividends per common share (dollars)

0.63


0.57


~~1.20~~1.83


~~1.04~~1.61




























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













operating revenue


~~7,552~~7,882


~~8,027~~8,137


~~15,044~~22,926


~~16,520~~24,657

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

-3-

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,

2013

2012

2013

2012




2013


2012


2013


2012













Net income including noncontrolling interests
Net income including noncontrolling interests

6,975

17,654

16,736

27,453
Net income including noncontrolling interests


8,069

9,926

24,805

37,379
Other comprehensive income (net of income taxes)
Other comprehensive income (net of income taxes)

Other comprehensive income (net of income taxes)













Foreign exchange translation adjustment

(2,337)

(1,367)

(3,546)

(322)
Foreign exchange translation adjustment


1,229


1,620


(2,317)


1,298

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)

99

224

164

(180)

(excluding amortization)


(222)


(224)


(58)


(404)

Amortization and settlement of postretirement benefits reserves

Amortization and settlement of postretirement benefits reserves













adjustment included in net periodic benefit costs

454

1,236

898

1,629

adjustment included in net periodic benefit costs


455


454


1,353


2,083

Total other comprehensive income

(1,784)

(4,209)

(2,484)

(3,108)

Total other comprehensive income


1,462


1,731


(1,022)


(1,377)
Comprehensive income including noncontrolling interests
Comprehensive income including noncontrolling interests

5,191

13,445

14,252

24,345
Comprehensive income including noncontrolling interests


9,531


11,657


23,783


36,002

Comprehensive income attributable to

Comprehensive income attributable to













noncontrolling interests

(55)

196

89

521

noncontrolling interests


331


541


420


1,062
Comprehensive income attributable to ExxonMobil
Comprehensive income attributable to ExxonMobil

5,246

13,249

14,163

23,824
Comprehensive income attributable to ExxonMobil


9,200

11,116

23,363

34,940

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

-4-

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,


2013

2012






2013


2012

Assets
Assets

Assets







Current assets

Current assets







Cash and cash equivalents

4,609

9,582


Cash and cash equivalents


5,310


9,582


Cash and cash equivalents – restricted

403

341


Cash and cash equivalents – restricted


439

341


Notes and accounts receivable – net

35,340

34,987


Notes and accounts receivable – net


33,230

34,987


Inventories


Inventories







Crude oil, products and merchandise

13,373

10,836



Crude oil, products and merchandise


12,829

10,836


Materials and supplies

3,824

3,706



Materials and supplies


4,038

3,706


Other current assets

5,295

5,008


Other current assets


5,457

5,008


Total current assets

62,844

64,460



Total current assets


61,303

64,460


Investments, advances and long-term receivables

35,643

34,718

Investments, advances and long-term receivables


37,048

34,718


Property, plant and equipment – net

235,240

226,949

Property, plant and equipment – net


240,981

226,949


Other assets, including intangibles – net

7,888

7,668

Other assets, including intangibles – net


8,232

7,668


Total assets

341,615

333,795



Total assets


347,564


333,795











Liabilities
Liabilities

Liabilities







Current liabilities

Current liabilities







Notes and loans payable

11,861

3,653


Notes and loans payable


13,889


3,653


Accounts payable and accrued liabilities

52,619

50,728


Accounts payable and accrued liabilities


51,260

50,728


Income taxes payable

8,208

9,758


Income taxes payable


7,600

9,758


Total current liabilities

72,688

64,139



Total current liabilities


72,749

64,139


Long-term debt

7,496

7,928

Long-term debt


7,404

7,928


Postretirement benefits reserves

25,281

25,267

Postretirement benefits reserves


25,319

25,267


Deferred income tax liabilities

38,947

37,570

Deferred income tax liabilities


39,506

37,570


Long-term obligations to equity companies

4,045

3,555

Long-term obligations to equity companies


4,636

3,555


Other long-term obligations

21,570

23,676

Other long-term obligations


22,472

23,676


Total liabilities

170,027

162,135



Total liabilities


172,086


162,135











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







(9,000 million shares authorized, 8,019 million shares issued)

9,882

9,653


(9,000 million shares authorized, 8,019 million shares issued)


10,062

9,653


Earnings reinvested

376,732

365,727

Earnings reinvested


381,832

365,727


Accumulated other comprehensive income

(14,381)

(12,184)

Accumulated other comprehensive income


(13,051)

(12,184)


Common stock held in treasury

Common stock held in treasury







(3,617 million shares at June 30, 2013 and


(3,650 million shares at Sept. 30, 2013 and






   3,517 million shares at Dec. 31, 2012)

(206,586)

(197,333)


   3,517 million shares at Dec. 31, 2012)


(209,598)

(197,333)


ExxonMobil share of equity

165,647

165,863



ExxonMobil share of equity


169,245

165,863


Noncontrolling interests

5,941

5,797

Noncontrolling interests


6,233

5,797


Total equity

171,588

171,660



Total equity


175,478

171,660


Total liabilities and equity

341,615

333,795



Total liabilities and equity


347,564


333,795


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

-5-

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,


2013

2012





2013


2012

Cash flows from operating activities
Cash flows from operating activities

Cash flows from operating activities







Net income including noncontrolling interests

16,736

27,453

Net income including noncontrolling interests


24,805


37,379


Depreciation and depletion

8,515

7,741

Depreciation and depletion


12,802


11,778


Changes in operational working capital, excluding cash and debt

(2,962)

3,408

Changes in operational working capital, excluding cash and debt


(2,676)


3,119


Net (gain) on asset sales

(358)

(11,109)

Net (gain) on asset sales


(511)


(11,693)


All other items – net

(656)

2,011

All other items – net


286


2,363


Net cash provided by operating activities

21,275

29,504


Net cash provided by operating activities


34,706


42,946










Cash flows from investing activities
Cash flows from investing activities

Cash flows from investing activities







Additions to property, plant and equipment

(16,145)

(16,188)

Additions to property, plant and equipment


(25,243)


(24,214)


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

665

6,243


equipment, and sales and returns of investments


871


6,850


Additional investments and advances

(3,464)

(241)

Additional investments and advances


(3,644)


(409)


Other investing activities – net

397

1,079

Other investing activities – net


527


1,174


Net cash used in investing activities

(18,547)

(9,107)


Net cash used in investing activities


(27,489)


(16,599)










Cash flows from financing activities
Cash flows from financing activities

Cash flows from financing activities







Additions to long-term debt

202

389

Additions to long-term debt


206


597


Reductions in long-term debt

-

(11)

Reductions in long-term debt


-


(15)


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

7,566

(214)

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


9,483


(3,506)


Cash dividends to ExxonMobil shareholders

(5,355)

(4,878)

Cash dividends to ExxonMobil shareholders


(8,125)


(7,500)


Cash dividends to noncontrolling interests

(185)

(137)

Cash dividends to noncontrolling interests


(225)


(287)


Changes in noncontrolling interests

(1)

198

Changes in noncontrolling interests


(1)


198


Tax benefits related to stock-based awards

7

-

Tax benefits related to stock-based awards


14


-


Common stock acquired

(9,652)

(10,716)

Common stock acquired


(12,696)


(15,814)


Common stock sold

9

86

Common stock sold


46


184


Net cash used in financing activities

(7,409)

(15,283)


Net cash used in financing activities


(11,298)


(26,143)

Effects of exchange rate changes on cash
Effects of exchange rate changes on cash

(292)

24

Effects of exchange rate changes on cash


(191)


187

Increase/(decrease) in cash and cash equivalents
Increase/(decrease) in cash and cash equivalents

(4,973)

5,138

Increase/(decrease) in cash and cash equivalents


(4,272)


391

Cash and cash equivalents at beginning of period
Cash and cash equivalents at beginning of period

9,582

12,664

Cash and cash equivalents at beginning of period


9,582


12,664

Cash and cash equivalents at end of period
Cash and cash equivalents at end of period

4,609

17,802

Cash and cash equivalents at end of period


5,310


13,055










Supplemental Disclosures
Supplemental Disclosures

Supplemental Disclosures







Income taxes paid

14,660

12,327

Income taxes paid


19,871


17,895


Cash interest paid

219

290

Cash interest paid


318


387


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

-6-

EXXON MOBIL CORPORATION
EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(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, 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

439

-

-

-

439

-

439
Amortization of stock-based awards

618


-


-

-

618

-

618

Tax benefits related to stock-based

Tax benefits related to stock-based














awards

23

-

-

-

23

-

23


awards

252


-


-

-

252

-

252

Other

(753)

-

-

-

(753)

(1,450)

(2,203)
Other

(737)

-

-

-

(737)

(1,450)

(2,187)

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

-

(4,878)

-

-

(4,878)

(214)

(5,092)
Dividends – common shares

-

(7,500)

-

-

(7,500)

(287)

(7,787)

Other comprehensive income

-

-

(1,536)

-

(1,536)

(1,572)

(3,108)
Other comprehensive income

-

-

10

-

10

(1,387)

(1,377)

Acquisitions, at cost

-

-

-

(10,716)

(10,716)

(31)

(10,747)
Acquisitions, at cost

-

-

-

(15,814)

(15,814)

(31)

(15,845)

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

















Balance as of December 31, 2012
Balance as of December 31, 2012

9,653

365,727

(12,184)

(197,333)

165,863

5,797

171,660
Balance as of December 31, 2012

9,653

365,727

(12,184)

(197,333)

165,863

5,797

171,660

Amortization of stock-based awards

428

-

-

-

428

-

428
Amortization of stock-based awards

593

-

-

-

593

-

593

Tax benefits related to stock-based

Tax benefits related to stock-based















awards

192

-

-

-

192

-

192


awards

200

-

-

-

200

-

200

Other

(391)

-

-

-

(391)

241

(150)
Other

(384)

-

-

-

(384)

242

(142)

Net income for the period

-

16,360

-

-

16,360

376

16,736
Net income for the period

-

24,230

-

-

24,230

575

24,805

Dividends – common shares

-

(5,355)

-

-

(5,355)

(185)

(5,540)
Dividends – common shares

-

(8,125)

-

-

(8,125)

(225)

(8,350)

Other comprehensive income

-

-

(2,197)

-

(2,197)

(287)

(2,484)
Other comprehensive income

-

-

(867)

-

(867)

(155)

(1,022)

Acquisitions, at cost

-

-

-

(9,652)

(9,652)

(1)

(9,653)
Acquisitions, at cost

-

-

-

(12,696)

(12,696)

(1)

(12,697)

Dispositions

-

-

-

399

399

-

399
Dispositions


-

-

-

431

431

-

431
Balance as of June 30, 2013

9,882

376,732

(14,381)

(206,586)

165,647

5,941

171,588
Balance as of September 30, 2013
Balance as of September 30, 2013


10,062

381,832

(13,051)

(209,598)

169,245

6,233

175,478























































Six Months Ended June 30, 2013

Six Months Ended June 30, 2012




Nine Months Ended September 30, 2013



Nine Months Ended September 30, 2012

Held in

Held in








Held in








Held in



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

8,019

(3,517)

4,502

8,019

(3,285)

4,734
Balance as of December 31

8,019

(3,517)

4,502



8,019

(3,285)

4,734

Acquisitions

-

(108)

(108)

-

(127)

(127)


Acquisitions

-

(141)

(141)



-

(185)

(185)

Dispositions

-

8

8

-

9

9


Dispositions


-

8

8




-

10

10

Balance as of June 30

8,019

(3,617)

4,402

8,019

(3,403)

4,616
Balance as of September 30


8,019

(3,650)

4,369




8,019

(3,460)

4,559

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 2012 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. Prior ~~year’s~~ data has been reclassified in certain cases to conform to the ~~2013~~current presentation basis.

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.

Other Contingencies

The Corporation and certain of its consolidated subsidiaries were contingently liable at ~~June~~September 30, 2013, for guarantees relating to notes, loans and performance under contracts. Where guarantees for environmental remediation and other similar matters do not include a stated cap, the amounts reflect management’s estimate of the maximum potential exposure. 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.

As of June 30, 2013

Equity

Other

Company

Third Party

Obligations (1)

Obligations

Total

(millions of dollars)

Guarantees

Debt-related

2,793

52

2,845

Other

4,145

4,585

8,730

Total

6,938

4,637

11,575

(1) ExxonMobil share







As of September 30, 2013








Equity


Other











Company


Third Party











Obligations (1)


Obligations


Total








(millions of dollars)



Guarantees













Debt-related


3,002


52


3,054




Other


3,572


4,774


8,346





Total


6,574


4,826


11,400


















(1) ExxonMobil share












-8-

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, 2013, 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. In June 2013, the Contractors filed a lawsuit against NNPC in the Nigerian federal high court in order to preserve their ability to seek enforcement of the PSC in the courts if necessary. 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

Cumulative

Post-

Foreign

retirement

Exchange

Benefits

ExxonMobil Share of Accumulated Other

Translation

Reserves

Comprehensive Income

Adjustment

Adjustment

Total

(millions of dollars)

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)

Balance as of December 31, 2012

2,410

(14,594)

(12,184)

Current period change excluding amounts reclassified

from accumulated other comprehensive income

(3,214)

152

(3,062)

Amounts reclassified from accumulated other

comprehensive income

-

865

865

Total change in accumulated other comprehensive income

(3,214)

1,017

(2,197)

Balance as of June 30, 2013

(804)

(13,577)

(14,381)






Cumulative


Post-









Foreign


retirement









Exchange


Benefits




ExxonMobil Share of Accumulated Other


Translation


Reserves





Comprehensive Income


Adjustment


Adjustment


Total




(millions of dollars)














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)














Balance as of December 31, 2012


2,410


(14,594)


(12,184)

Current period change excluding amounts reclassified











from accumulated other comprehensive income


(2,118)


(52)


(2,170)

Amounts reclassified from accumulated other











comprehensive income


-


1,303


1,303

Total change in accumulated other comprehensive income


(2,118)


1,251


(867)

Balance as of September 30, 2013


292


(13,343)


(13,051)

Three Months Ended

Six Months Ended

Amounts Reclassified Out of Accumulated Other

June 30,

June 30,

Comprehensive Income - Before-tax Income/(Expense)
2013

2012

2013

2012

(millions of dollars)

Foreign exchange translation gain/(loss) included in net income

(Statement of Income line: Other income)
-

4,302

-

4,235

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs (1)
(659)

(1,979)

(1,303)

(2,561)



















Three Months Ended


Nine Months Ended

Amounts Reclassified Out of Accumulated Other


September 30,


September 30,


Comprehensive Income - Before-tax Income/(Expense)
2013


2012


2013


2012





(millions of dollars)

















Foreign exchange translation gain/(loss) included in net income












(Statement of Income line: Other income)
-


119


-


4,354

Amortization and settlement of postretirement benefits reserves












adjustment included in net periodic benefit costs (1)
(648)


(654)


(1,951)


(3,215)
















(1)     These accumulated other comprehensive income components are included in the computation of net periodic pension cost. (See Note 5 – Pension and Other Postretirement Benefits for additional details.)

Three Months Ended

Six Months Ended

Income Tax (Expense)/Credit For

June 30,

June 30,

Components of Other Comprehensive Income

2013

2012

2013

2012

(millions of dollars)

Foreign exchange translation adjustment

79

23

116

(37)

Postretirement benefits reserves adjustment

Postretirement benefits reserves adjustment

(excluding amortization)

(38)

(71)

(57)

90

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs

(205)

(743)

(405)

(932)

Total

(164)

(791)

(346)

(879)






Three Months Ended


Nine Months Ended

Income Tax (Expense)/Credit For


September 30,


September 30,


Components of Other Comprehensive Income


2013


2012


2013


2012





(millions of dollars)

















Foreign exchange translation adjustment


(16)


(55)


100


(92)

Postretirement benefits reserves adjustment














Postretirement benefits reserves adjustment















(excluding amortization)


85


100


28


190


Amortization and settlement of postretirement benefits reserves














adjustment included in net periodic benefit costs


(193)


(200)


(598)


(1,132)

Total


(124)


(155)


(470)


(1,034)

-10-

4.     Earnings Per Share

Three Months Ended

Six Months Ended

June 30,

June 30,

2013

2012

2013

2012

Earnings per common share

Net income attributable to ExxonMobil (millions of dollars)

6,860

15,910

16,360

25,360



Weighted average number of common shares

outstanding (millions of shares)

4,433

4,656

4,459

4,686

Earnings per common share (dollars)

1.55

3.41

3.67

5.41

Earnings per common share - assuming dilution

Net income attributable to ExxonMobil (millions of dollars)

6,860

15,910

16,360

25,360

Weighted average number of common shares

outstanding (millions of shares)

4,433

4,656

4,459

4,686

    Effect of employee stock-based awards

-

1

-

1

Weighted average number of common shares

outstanding - assuming dilution

4,433

4,657

4,459

4,687

Earnings per common share - assuming dilution (dollars)

1.55

3.41

3.67

5.41






Three Months Ended


Nine Months Ended






September 30,


September 30,






2013


2012


2013


2012

















Earnings per common share













Net income attributable to ExxonMobil (millions of dollars)


7,870


9,570


24,230


34,930















Weighted average number of common shares














outstanding (millions of shares)


4,395


4,597


4,438


4,657

















Earnings per common share (dollars)


1.79


2.09


5.46


7.50

















Earnings per common share - assuming dilution













Net income attributable to ExxonMobil (millions of dollars)


7,870


9,570


24,230


34,930















Weighted average number of common shares














outstanding (millions of shares)


4,395


4,597


4,438


4,657



    Effect of employee stock-based awards


-


-


-


-

Weighted average number of common shares














outstanding - assuming dilution


4,395


4,597


4,438


4,657

















Earnings per common share - assuming dilution (dollars)


1.79


2.09


5.46


7.50

-11-

5.     Pension and Other Postretirement Benefits

Three Months Ended

Six Months Ended

June 30,

June 30,

2013

2012

2013

2012

(millions of dollars)

Pension Benefits - U.S.

Components of net benefit cost

Service cost

188

160

375

316

Interest cost

187

205

374

410

Expected return on plan assets

(208)

(204)

(417)

(394)

Amortization of actuarial loss/(gain) and prior

service cost

164

144

328

290

Net pension enhancement and

curtailment/settlement cost

197

123

364

246

Net benefit cost

528

428

1,024

868

Pension Benefits - Non-U.S.

Components of net benefit cost

Service cost

173

166

351

334

Interest cost

261

282

538

580

Expected return on plan assets

(271)

(273)

(563)

(562)

Amortization of actuarial loss/(gain) and prior

service cost

235

237

485

491

Net pension enhancement and

curtailment/settlement cost (1)

1

1,423

1

1,429

Net benefit cost

399

1,835

812

2,272

Other Postretirement Benefits

Components of net benefit cost

Service cost

43

36

79

69

Interest cost

86

101

177

204

Expected return on plan assets

(10)

(10)

(20)

(21)

Amortization of actuarial loss/(gain) and prior

service cost

62

55

125

108

Net benefit cost

181

182

361

360







Three Months Ended


Nine Months Ended







September 30,


September 30,







2013


2012


2013


2012






(millions of dollars)

Pension Benefits - U.S.














Components of net benefit cost















Service cost


206


173


581


489



Interest cost


188


205


562


615



Expected return on plan assets


(209)


(196)


(626)


(590)



Amortization of actuarial loss/(gain) and prior
















service cost


165


146


493


436



Net pension enhancement and
















curtailment/settlement cost


182


123


546


369



Net benefit cost


532


451


1,556


1,319


















Pension Benefits - Non-U.S.














Components of net benefit cost















Service cost


170


156


521


490



Interest cost


265


279


803


859



Expected return on plan assets


(278)


(269)


(841)


(831)



Amortization of actuarial loss/(gain) and prior
















service cost


239


228


724


719



Net pension enhancement and
















curtailment/settlement cost (1)


1


109


2


1,538



Net benefit cost


397


503


1,209


2,775


















Other Postretirement Benefits














Components of net benefit cost















Service cost


44


31


123


100



Interest cost


87


89


264


293



Expected return on plan assets


(10)


(9)


(30)


(30)



Amortization of actuarial loss/(gain) and prior
















service cost


61


48


186


156



Net benefit cost


182


159


543


519

(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”.
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, excluding capitalized lease obligations, was ~~$7,454~~$7,318 million at ~~June~~September 30, 2013, and $8,027 million at December 31, 2012, as compared to recorded book values of ~~$7,098~~$7,014 million at ~~June~~September 30, 2013, and $7,497 million at December 31, 2012.

The fair value of long-term debt by hierarchy level at ~~June~~September 30, 2013, is: Level 1 ~~$6,043~~$5,984 million; Level 2 ~~$1,347~~$1,270 million; and Level 3 $64 million. Level 1 represents quoted prices in active markets. Level 2 includes debt whose fair value is based upon a publicly available index. Level 3 involves using internal data augmented by relevant market indicators if available.
During the third quarter, the Corporation established a $5.0 billion committed line of credit in the U.S., and reduced its previous U.S. line of credit from $2.7 billion at December 31, 2012 to $0.6 billion at September 30, 2013. The committed line of credit was unused as of September 30, 2013.

-12-

7.     Disclosures about Segments and Related Information

Three Months Ended

Six Months Ended

June 30,

June 30,

2013

2012

2013

2012

(millions of dollars)

EARNINGS AFTER INCOME TAX

Upstream

United States

1,096

678

1,955

1,688

Non-U.S.

5,209

7,680

11,387

14,472

Downstream

United States

248

834

1,287

1,437

Non-U.S. (1)

148

5,812

654

6,795

Chemical

United States

515

494

1,267

927

Non-U.S. (1)

241

955

626

1,223

All other

(597)

(543)

(816)

(1,182)

Corporate total

6,860

15,910

16,360

25,360

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

3,020

2,607

6,100

5,574

Non-U.S.

6,953

7,059

13,355

14,955

Downstream

United States

29,965

30,461

60,963

61,370

Non-U.S.

53,480

62,809

106,887

129,827

Chemical

United States

3,723

3,747

7,606

7,674

Non-U.S.

5,705

6,055

11,755

12,523

All other

7

7

15

11

Corporate total

102,853

112,745

206,681

231,934

(2)
Includes sales-based taxes

INTERSEGMENT REVENUE

Upstream

United States

2,034

2,111

4,309

4,603

Non-U.S.

11,205

11,896

22,592

24,066

Downstream

United States

5,086

5,282

10,256

10,792

Non-U.S.

11,647

14,737

25,164

31,906

Chemical

United States

2,959

3,000

6,186

6,128

Non-U.S.

1,993

2,580

4,055

5,273

All other

71

67

138

137






Three Months Ended


Nine Months Ended






September 30,


September 30,






2013


2012


2013


2012





(millions of dollars)

EARNINGS AFTER INCOME TAX














Upstream















United States


1,050


633


3,005


2,321



Non-U.S.


5,663


5,340


17,050


19,812


Downstream















United States


315


1,441


1,602


2,878



Non-U.S. (1)


277


1,749


931


8,544


Chemical















United States


680


565


1,947


1,492



Non-U.S. (1)


345


225


971


1,448


All other


(460)


(383)


(1,276)


(1,565)


Corporate total


7,870


9,570


24,230


34,930

















(1)
Nine months ended September 30, 2012, includes the gain associated with the Japan restructuring 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


3,416


2,718


9,516


8,108



Non-U.S.


5,829


6,755


18,931


21,319


Downstream















United States


32,032


31,621


92,995


92,991



Non-U.S.


57,179


60,763


164,066


190,590


Chemical















United States


3,873


3,493


11,479


11,167



Non-U.S.


6,058


5,634


17,813


18,157


All other


3


5


18


16


Corporate total


108,390


110,989


314,818


342,348

















(2)
Includes sales-based taxes



























INTERSEGMENT REVENUE














Upstream















United States


2,015


1,935


6,324


6,538



Non-U.S.


12,505


11,105


35,097


35,171


Downstream















United States


5,056


5,422


15,312


16,214



Non-U.S.


14,099


15,309


39,263


47,215


Chemical















United States


2,971


3,301


9,157


9,429



Non-U.S.


2,352


2,292


6,407


7,565


All other


66


75


204


212

-13-

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)

2013

2012

2013

2012
Earnings (U.S. GAAP)


2013


2012

2013


2012

(millions of dollars)


(millions of dollars)
Upstream
Upstream

Upstream













United States

1,096

678

1,955

1,688
United States


1,050


633

3,005


2,321

Non-U.S.

5,209

7,680

11,387

14,472
Non-U.S.


5,663


5,340

17,050


19,812
Downstream
Downstream

Downstream












United States

248

834

1,287

1,437
United States


315


1,441

1,602


2,878

Non-U.S.

148

5,812

654

6,795
Non-U.S.


277


1,749

931


8,544
Chemical
Chemical

Chemical












United States

515

494

1,267

927
United States


680


565

1,947


1,492

Non-U.S.

241

955

626

1,223
Non-U.S.


345


225

971


1,448
Corporate and financing
Corporate and financing

(597)

(543)

(816)

(1,182)
Corporate and financing


(460)


(383)

(1,276)


(1,565)

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

6,860

15,910

16,360

25,360
Net Income attributable to ExxonMobil (U.S. GAAP)


7,870


9,570

24,230


34,930












Earnings per common share (dollars)
Earnings per common share (dollars)

1.55

3.41

3.67

5.41
Earnings per common share (dollars)


1.79


2.09

5.46


7.50












Earnings per common share - assuming dilution (dollars)
Earnings per common share - assuming dilution (dollars)

1.55

3.41

3.67

5.41
Earnings per common share - assuming dilution (dollars)


1.79


2.09

5.46


7.50

References in this discussion to corporate earnings mean net income attributable to ExxonMobil (U.S. GAAP) from the consolidated income statement. Unless otherwise indicated, references to earnings, 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 ~~SECOND~~THIRD QUARTER 2013 RESULTS

ExxonMobil’s results for the ~~second~~third quarter of 2013 reflect our continued ~~strong~~progress across a diverse set of profitable growth opportunities, which positions us well to deliver shareholder value. We maintain a long-term perspective on our business with a relentless focus on operational ~~performance~~excellence and ~~investments to meet growing demand for oil, natural gas and chemical products in the years ahead.~~disciplined investing.

~~Second~~Third quarter earnings were ~~$6.9~~$7.9 billion, down 5718 percent from the ~~second~~third quarter of 2012. ~~Excluding the prior~~Production of oil and natural gas increased from a year ~~net gain of $7.5 billion associated with divestments~~earlier as new projects were brought on line and ~~tax-related items, earnings were down 19 percent. Weaker~~maintenance-related downtime decreased. Significantly weaker refining margins ~~and volumes associated with planned refinery turnaround and maintenance activities~~as a result of increased industry capacity negatively impacted ExxonMobil’s Downstream earnings.

In the ~~second~~third quarter, capital and exploration expenditures were ~~$10.2~~$10.5 billion, in line with anticipated spending plans.

The Corporation distributed ~~$6.8~~$5.8 billion to shareholders in the ~~second~~third quarter through dividends and share purchases to reduce shares outstanding.

Earnings in the first ~~six~~nine months of 2013 of ~~$16,360~~$24,230 million decreased ~~$9,000~~$10,700 million from 2012.

Earnings per share – assuming dilution for the first ~~six~~nine months of 2013 decreased 3227 percent to ~~$3.67.~~$5.46.

-14-

Second Quarter

First Six Months

2013

2012

2013

2012

(millions of dollars)
Upstream earnings

United States

1,096

678

1,955

1,688

Non-U.S.

5,209

7,680

11,387

14,472

Total

6,305

8,358

13,342

16,160





Third Quarter


First Nine Months





2013


2012


2013


2012




(millions of dollars)
Upstream earnings













United States


1,050


633


3,005


2,321

Non-U.S.


5,663


5,340


17,050


19,812


Total


6,713


5,973


20,055


22,133

Upstream earnings were ~~$6,305~~$6,713 million in the ~~second~~third quarter of 2013, ~~down $2,053~~up $740 million from the ~~second~~third quarter of 2012. Higher liquids and natural gas ~~realizations, partially offset by lower liquids~~ realizations increased earnings by ~~$90 million, while lower volumes reduced~~$440 million. Production volume and mix effects increased earnings by ~~$70~~$20 million. All other items, ~~reduced earnings~~including favorable tax and foreign exchange impacts, partly offset by ~~about $2.1 billion, primarily reflecting the absence of a prior year gain in Angola and~~ higher operating expenses, ~~including reimbursement of past exploratory costs to Rosneft for the Black Sea and Kara Sea Joint Ventures.~~increased earnings by $280 million.

On an oil-equivalent basis, production ~~decreased 1.9~~increased 1.5 percent from the ~~second~~third quarter of 2012. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production ~~was essentially flat.~~increased 2.7 percent.

Liquids production totaled ~~2,182~~2,199 kbd (thousands of barrels per day), ~~down 26~~up 83 kbd from the ~~second~~third quarter of 2012. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was ~~flat,~~up 5.3 percent, as ~~field decline was~~lower downtime and project ramp-up in Canada and Nigeria were partially offset by ~~project ramp-up and lower downtime.~~field decline.

~~Second~~Third quarter natural gas production was ~~11,354~~10,914 mcfd (millions of cubic feet per day), down ~~307~~147 mcfd from 2012. Excluding the impacts of entitlement volumes and divestments, natural gas production was ~~flat,~~down 0.3 percent, as field decline was mostly offset by ~~higher demand,~~ lower downtime and project ramp-up.

Earnings from U.S. Upstream operations were ~~$1,096~~$1,050 million, ~~$418~~$417 million higher than the ~~second~~third quarter of 2012. Non‑U.S. Upstream earnings were ~~$5,209~~$5,663 million, ~~down $2,471~~up $323 million from the prior year.

Upstream earnings in the first ~~six~~nine months of 2013 were ~~$13,342~~$20,055 million, down ~~$2,818~~$2,078 million from 2012. ~~Lower liquids~~Higher gas realizations, partially offset by ~~higher gas~~lower liquids realizations, ~~reduced~~increased earnings by ~~$140~~$350 million. Lower sales volumes decreased earnings by ~~$340~~$400 million. All other items, including lower net gains onfrom asset sales, mainly in Angola, and higher expenses, reduced earnings by ~~$2.3~~$2.0 billion.

On an oil-equivalent basis, production was down ~~2.7~~1.4 percent compared to the same period in 2012. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was ~~down 0.9~~up 0.4 percent.

Liquids production of ~~2,188~~2,192 kbd ~~decreased 23~~increased 13 kbd compared with 2012. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was ~~down 0.9~~up 1.3 percent, as ~~field decline was partly~~project ramp-up and lower downtime were partially offset by ~~project ramp‑up and lower downtime.~~field decline.

Natural gas production of ~~12,278~~11,818 mcfd decreased ~~571~~431 mcfd from 2012. Excluding the impacts of entitlement volumes and divestments, natural gas production was down ~~0.9~~0.8 percent, ~~with~~as field decline ~~partly~~was partially offset by lower downtime, higher demand, ~~lower downtime~~ and project ramp-up.

Earnings in the first ~~six~~nine months of 2013 from U.S. Upstream operations were ~~$1,955~~$3,005 million, up ~~$267~~$684 million from 2012. Earnings outside the U.S. were ~~$11,387~~$17,050 million, down ~~$3,085~~$2,762 million from the prior year.

-15-

Second Quarter

First Six Months



Third Quarter


First Nine Months
Upstream additional information
Upstream additional information

(thousands of barrels daily)

Upstream additional information



(thousands of barrels daily)

Volumes reconciliation (Oil-equivalent production)(1)
Volumes reconciliation (Oil-equivalent production)(1)

Volumes reconciliation (Oil-equivalent production)(1)








2012
2012

4,152

4,352

2012



3,960



4,220


Entitlements - Net Interest

-

(62)

Entitlements - Net Interest



(13)



(51)


Entitlements - Price / Spend

(47)

3

Entitlements - Price / Spend



(8)



-


Quotas

(1)

5

Quotas



-



4


Divestments

(26)

(25)

Divestments



(28)



(26)


Net growth

(4)

(39)

Net growth



107



15

2013
2013

4,074

4,234

2013



4,018



4,162












(1) Gas converted to oil-equivalent at 6 million cubic feet = 1 thousand barrels.
(1) Gas converted to oil-equivalent at 6 million cubic feet = 1 thousand barrels.

(1) Gas converted to oil-equivalent at 6 million cubic feet = 1 thousand barrels.



Listed below are descriptions of ExxonMobil’s entitlement volume effects. These descriptions are provided to facilitate understanding of the terms.

Production Sharing Contract (PSC) Net Interest Reductions are contractual reductions in ExxonMobil’s share of production volumes covered by PSCs. These reductions typically occur when cumulative investment returns or production volumes achieve thresholds as specified in the PSCs. Once a net interest reduction has occurred, it typically will not be reversed by subsequent events, such as lower crude oil prices.

Price and Spend Impacts on Volumes are fluctuations in ExxonMobil’s share of production volumes caused by changes in oil and gas prices or spending levels from one period to another. For example, at higher prices, fewer barrels are required for ExxonMobil to recover its costs. According to the terms of contractual arrangements or government royalty regimes, price or spending variability can increase or decrease royalty burdens and/or volumes attributable to ExxonMobil. These effects generally vary from period to period with field spending patterns or market prices for crude oil or natural gas.

Second Quarter

First Six Months

2013

2012

2013

2012

(millions of dollars)
Downstream earnings

United States

248

834

1,287

1,437

Non-U.S.

148

5,812

654

6,795

Total

396

6,646

1,941

8,232





Third Quarter


First Nine Months





2013


2012


2013


2012




(millions of dollars)
Downstream earnings













United States


315


1,441


1,602


2,878

Non-U.S.


277


1,749


931


8,544


Total


592


3,190


2,533


11,422

~~Second~~Third quarter 2013 Downstream earnings were ~~$396~~$592 million, down ~~$6,250~~$2,598 million from the ~~second~~third quarter of ~~2012, due primarily to the absence of the $5.3 billion gain associated with the Japan restructuring.~~2012. Weaker margins, mainly in refining, decreased earnings by ~~$510 million.~~$2.4 billion. Volume and mix effects increased earnings by $150 million. All other items, including lower gains on asset sales and foreign exchange impacts, decreased earnings by ~~$370 million, due primarily to higher planned maintenance. All other items, primarily higher expenses, decreased earnings by $70~~$380 million. Petroleum product sales of ~~5,765~~6,031 kbd were ~~406~~74 kbd lower than last year's ~~second~~third quarter reflecting ~~the Japan restructuring and other~~ divestment-related impacts.

Earnings from the U.S. Downstream were ~~$248~~$315 million, down ~~$586~~$1,126 million from the ~~second~~third quarter of 2012. ~~Non-U.S.~~Non‑U.S. Downstream earnings of ~~$148~~$277 million were ~~$5,664~~$1,472 million lower than last year.

Downstream earnings in the first ~~six~~nine months of 2013 of ~~$1,941~~$2,533 million decreased ~~$6,291~~$8,889 million from 2012 driven by the absence of the $5.3 billion gain associated with the Japan restructuring. ~~Higher~~Lower margins, ~~increased~~mainly refining, decreased earnings by ~~$230 million, while volume~~$2.2 billion. Volume and mix effects decreased earnings by ~~$640~~$430 million. All other items, including higher operating expenses, unfavorable foreign exchange impacts, and lower divestments, decreased earnings by ~~$580~~$970 million. Petroleum product sales of ~~5,760~~5,851 kbd decreased ~~483~~346 kbd from 2012.

U.S. Downstream earnings in the first ~~six~~nine months of 2013 were ~~$1,287~~$1,602 million, down ~~$150~~$1,276 million from 2012. Non‑U.S. Downstream earnings were ~~$654~~$931 million, a decrease of ~~$6,141~~$7,613 million from last year.

-16-

Second Quarter

First Six Months

2013

2012

2013

2012

(millions of dollars)
Chemical earnings

United States

515

494

1,267

927

Non-U.S.

241

955

626

1,223

Total

756

1,449

1,893

2,150





Third Quarter


First Nine Months





2013


2012


2013


2012




(millions of dollars)
Chemical earnings













United States


680


565


1,947


1,492

Non-U.S.


345


225


971


1,448


Total


1,025


790


2,918


2,940

~~Second~~Third quarter 2013 Chemical earnings of ~~$756~~$1,025 million were ~~$693~~$235 million ~~lower~~higher than the ~~second~~third quarter of 2012. The absence of the gain associated with the Japan restructuring decreased earnings by $630 million. Lower specialties margins decreased earnings by $100 million. Volume and mix effects increased earnings by $120 million. All other items, including2012 due primarily to higher ~~operating expenses, decreased earnings by $80 million. Second~~commodity margins. Third quarter prime product sales of ~~5,831~~6,245 kt (thousands of metric tons) were ~~141~~298 kt ~~lower~~higher than last year's ~~second~~third quarter.

Chemical earnings in the first ~~six~~nine months of 2013 of ~~$1,893~~$2,918 million were ~~$257~~$22 million lower than 2012. The absence of the gain associated with the Japan restructuring decreased earnings by $630 million. Higher margins increased earnings by ~~$210~~$520 million, while volume and mix effects increased earnings by ~~$130~~$80 million. All other items increased earnings by ~~$30~~$10 million. Prime product sales of ~~11,741~~17,986 kt were down ~~568~~270 kt from 2012.

Second Quarter

First Six Months

2013

2012

2013

2012

(millions of dollars)

Corporate and financing earnings

(597)

(543)

(816)

(1,182)



Third Quarter


First Nine Months



2013


2012


2013


2012


(millions of dollars)













Corporate and financing earnings


(460)


(383)


(1,276)


(1,565)

Corporate and financing expenses of ~~$597~~$460 million in the ~~second~~third quarter of 2013 were ~~relatively flat with~~up $77 million from the ~~second~~third quarter of ~~2012.~~2012, reflecting unfavorable tax impacts.

Corporate and financing expenses were ~~$816~~$1,276 million ~~for~~in the first ~~six~~nine months of 2013, down ~~$366~~$289 million from 2012, as favorable tax impacts were partially offset by the absence of the Japan restructuring ~~impact.~~gain.

-17-

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













Second Quarter

First Six Months




Third Quarter


First Nine Months

2013

2012

2013

2012




2013


2012


2013


2012

(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

21,275

29,504
Operating activities







34,706

42,946

Investing activities

(18,547)

(9,107)
Investing activities







(27,489)

(16,599)

Financing activities

(7,409)

(15,283)
Financing activities







(11,298)

(26,143)
Effect of exchange rate changes
Effect of exchange rate changes

(292)

24
Effect of exchange rate changes







(191)

187
Increase/(decrease) in cash and cash equivalents
Increase/(decrease) in cash and cash equivalents

(4,973)

5,138
Increase/(decrease) in cash and cash equivalents







(4,272)

391













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

4,609

17,802
Cash and cash equivalents (at end of period)







5,310

13,055
Cash and cash equivalents – restricted (at end of period)
Cash and cash equivalents – restricted (at end of period)

403

215
Cash and cash equivalents – restricted (at end of period)







439

206
Total cash and cash equivalents (at end of period)
Total cash and cash equivalents (at end of period)

5,012

18,017
Total cash and cash equivalents (at end of period)







5,749

13,261













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)

7,683

10,217

21,275

29,504
Net cash provided by operating activities (U.S. GAAP)


13,431

13,442

34,706

42,946

Proceeds associated with sales of subsidiaries, property,

Proceeds associated with sales of subsidiaries, property,










plant & equipment, and sales and returns of investments

305

3,730

665

6,243

plant & equipment, and sales and returns of investments


206

607

871

6,850

Cash flow from operations and asset sales

7,988

13,947

21,940

35,747
Cash flow from operations and asset sales


13,637

14,049

35,577

49,796

Because of the ongoing nature of our asset management and divestment program, we believe it is useful for investors to consider proceeds associated with asset sales together with cash provided by operating activities when evaluating cash available for investment in the business and financing activities, including shareholder distributions.

Cash flow from operations and asset sales in the second quarter of 2013 of $8.0 billion, including asset sales of $0.3 billion, decreased $6.0 billion from the comparable 2012 period. Lower proceeds from asset sales, driven by the 2012 Japan restructuring, and the timing of tax payments accounted for the majority of the cash flow decrease.
~~Cash~~ provided by operating activities totaled ~~$21.3~~$34.7 billion for the first ~~six~~nine months of 2013, $8.2 billion lower than 2012. The major source of funds was net income including noncontrolling interests of ~~$16.7~~$24.8 billion, a decrease of ~~$10.7~~$12.6 billion from the prior year period. The adjustment for the noncash provision of ~~$8.5~~$12.8 billion for depreciation and depletion increased by ~~$0.8~~$1.0 billion. Changes in operational working capital decreased cash flows by ~~$3.0~~$2.7 billion in 2013, primarily due to an increase in inventory. Changes in operational working capital increased cash flows by ~~$3.4~~$3.1 billion in 2012 primarily due to changes in payable ~~and receivable balances.~~balances partially offset by an increase in inventory. Net gain on asset sales was ~~$0.4~~$0.5 billion in 2013 and ~~$11.1 billion in 2012. All other items net in 2013 decreased cash by $0.7 billion versus an increase of $2.0~~$11.7 billion in 2012. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 6.

Investing activities for the first ~~six~~nine months of 2013 used net cash of ~~$18.5~~$27.5 billion, an increase of ~~$9.4~~$10.9 billion compared to the prior year. Spending for additions to property, plant and equipment of ~~$16.1~~$25.2 billion was ~~flat with~~$1.0 billion higher than 2012. Proceeds from asset sales of ~~$0.7~~$0.9 billion decreased ~~$5.6~~$6.0 billion. Additional investment and advances increased $3.2 billion to ~~$3.5~~$3.6 billion reflecting the impact of the acquisition of Celtic Exploration Ltd.

Cash flow from operations and asset sales in the first ~~six~~nine months of 2013 of ~~$21.9~~$35.6 billion, including asset sales of ~~$0.7~~$0.9 billion, decreased ~~$13.8~~$14.2 billion. This reflects the change in cash flows from operating activities described above and the lower proceeds from asset sales, driven by the 2012 Japan restructuring.

Net cash used in financing activities of ~~$7.4~~$11.3 billion in the first ~~six~~nine months of 2013 was ~~$7.9~~$14.8 billion lower than 2012, reflecting short-term debt issuance in 2013, short-term debt reduction in 2012, and a lower level of purchases of shares of ExxonMobil stock in 2013.

During the ~~second~~third quarter of 2013, Exxon Mobil Corporation purchased 4534 million shares of its common stock for the treasury at a gross cost of ~~$4.0~~$3.0 billion. These purchases were to reduce the number of shares outstanding. Shares outstanding decreased from ~~4,446 million at the end of first quarter to~~ 4,402 million at the end of the second quarter to 4,369 million at the end of the third quarter 2013. 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.

-18-

The Corporation distributed to shareholders a total of ~~$6.8~~$5.8 billion in the ~~second~~third quarter of 2013 through dividends and share purchases to reduce shares outstanding.

Total cash and cash equivalents of ~~$5.0~~$5.7 billion at the end of the ~~second~~third quarter of 2013 compared to ~~$18.0~~$13.3 billion at the end of the ~~second~~third quarter of 2012.

Total debt of ~~$19.4~~$21.3 billion compared to $11.6 billion at year-end 2012. The Corporation's debt to total capital ratio was ~~10.1~~10.8 percent at the end of the ~~second~~third quarter of 2013 compared to 6.3 percent at year-end 2012.

Although the Corporation issues long-term debt from time to time, the Corporation currently expects to cover its near-term financial requirements predominantly with internally generated funds, supplemented by its revolving commercial paper program. During the third quarter, the Corporation established a $5.0 billion committed line of credit in the U.S., and reduced its previous U.S. line of credit from $2.7 billion at December 31, 2012 to $0.6 billion at September 30, 2013. The committed line of credit was unused as of September 30, 2013.

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


2013

2012

2013

2012





2013


2012


2013


2012


(millions of dollars)




(millions of dollars)

















Income taxes
Income taxes

5,793

8,537

12,070

16,253

Income taxes


6,120

7,394

18,190

23,647


Effective income tax rate

51
%

36
%

48
%

41
%
Effective income tax rate


48
%

47
%

48
%

43
%
Sales-based taxes
Sales-based taxes

7,552

8,027

15,044

16,520

Sales-based taxes


7,882

8,137

22,926

24,657

All other taxes and duties
All other taxes and duties

8,986

10,036

17,767

21,239

All other taxes and duties


9,252

8,652

27,019

29,891


Total

22,331

26,600

44,881

54,012


Total


23,254

24,183

68,135

78,195


Income, sales-based and all other taxes and duties totaled ~~$22.3~~$23.3 billion for the ~~second~~third quarter of 2013, a decrease of ~~$4.3~~$0.9 billion from 2012. Income tax expense decreased by ~~$2.7~~$1.3 billion to ~~$5.8 billion with the impact of lower earnings partially offset by the higher effective tax rate. The effective income tax rate was 51 percent compared to 36 percent~~ in the prior year period, due to the absence of the lower effective tax rate on divestments. Sales-based taxes and all other taxes and duties decreased by $1.5 billion to $16.5 billion reflecting the Japan restructuring.
                                ~~________________________________________________________________________~~
~~Income, sales-based and all other taxes and duties totaled $44.9 billion for the first six months of 2013, a decrease of $9.1 billion from 2012. Income tax expense decreased by $4.2 billion to $12.1~~$6.1 billion with the impact of lower earnings partially offset by the higher effective tax rate. The effective income tax rate was 48 percent compared to 4147 percent in the prior year period. Sales-based taxes and all other taxes and duties increased by $0.3 billion to $17.1 billion.
Income, sales-based and all other taxes and duties totaled $68.1 billion for the first nine months of 2013, a decrease of $10.1 billion from 2012. Income tax expense decreased by $5.5 billion to $18.2 billion with the impact of lower earnings partially offset by the higher effective tax rate. The effective income tax rate was 48 percent compared to 43 percent in the prior year due to the absence of the lower effective tax rate on divestments. Sales-based and all other taxes decreased by ~~$4.9~~$4.6 billion reflecting the Japan restructuring.

-19-












CAPITAL AND EXPLORATION EXPENDITURES
CAPITAL AND EXPLORATION EXPENDITURES

CAPITAL AND EXPLORATION EXPENDITURES














Second Quarter

First Six Months




Third Quarter


First Nine Months


2013

2012

2013

2012




2013


2012


2013


2012


(millions of dollars)



(millions of dollars)
















Upstream (including exploration expenses)
Upstream (including exploration expenses)

9,277

8,393

20,124

16,472

Upstream (including exploration expenses)


9,475

8,248

29,599

24,720

Downstream
Downstream

575

569

1,184

1,008

Downstream


556

583

1,740

1,591

Chemical
Chemical

390

368

706

681

Chemical


509

350

1,215

1,031

Other
Other

2

9

5

12

Other


6

2

11

14


Total

10,244

9,339

22,019

18,173

Total


10,546

9,183

32,565

27,356


Capital and exploration expenditures in the ~~second~~third quarter of 2013 were ~~$10.2~~$10.5 billion, up 1015 percent from ~~second~~third quarter of 2012, in line with anticipated spending plans.

Capital and exploration expenditures in the first ~~six~~nine months of 2013 were ~~$22~~$32.6 billion, up 2119 percent from the first ~~six~~nine months of 2012, in line with anticipated spending plans and included $3.1 billion for the acquisition of Celtic Exploration Ltd. The Corporation anticipates an investment profile of about $38 billion per year for the next several 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 2012 Form 10-K. We assume no duty to update these statements as of any future date.

The term “project” as used in this report can refer to a variety of different activities and does not necessarily have the same meaning as in any government payment transparency reports.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the ~~six~~nine months ended ~~June~~September 30, 2013, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2012.

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, 2013. 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
On ~~June 24,~~September 10, 2013, the ~~United States Environmental Protection Agency (USEPA) issued a revised Notice~~Pennsylvania Office of ~~Intent to file a Civil Administrative Complaint (NOI)~~Attorney General filed eight criminal charges against XTO Energy Inc. (XTO) related to the ~~Joliet Refinery.~~discharge of fluids at the Marquardt Well Site of XTO in Penn Township, Pennsylvania, a matter which the Corporation previously reported in its 2010 Form 10-K and its Forms 10-Q for the third quarter of 2012 and the second quarter of 2013. The ~~revised NOI superseded a May 17, 2013, NOI initially issued. The revised NOI alleged violations~~charges included five counts of ~~release reporting requirements~~unlawful conduct under the ~~Emergency Planning and Community Right-to-Know~~Clean Streams Act and three counts under the ~~Comprehensive~~Solid Waste Management Act. XTO believes criminal charges are unwarranted and plans to vigorously challenge the charges.
On August 23, 2013, the Louisiana Department of Environmental ~~Response, Compensation,~~Quality (LDEQ) accepted a settlement proposal of ExxonMobil Refining and ~~Liability Act. USEPA asserts that the Complaint will allege that the Refinery failed~~Supply Company and ExxonMobil Chemical Company, both divisions of Exxon Mobil Corporation (the “Corporation”), resolving a number of alleged exceedances of permit and regulatory limits for certain compounds reported from January 1, 2008, to ~~immediately report two sulfur dioxide releases on December 17, 2008, and July 20, 2009, to the State Emergency Response Commission and the Local Emergency Planning Committee,~~March 31, 2013, as well as ~~releases~~Consolidated Compliance Orders & Notices of ~~hazardous wastes on October 31, 2009, and November 1, 2009,~~Potential Penalties issued by LDEQ from 2008 through 2012 to the ~~National Response Center. USEPA indicated that it plans to seek a penalty of $1,326,460 for~~Baton Rouge Refinery (BRRF), the ~~violations alleged in~~Baton Rouge Chemical Plant, the ~~revised NOI; ExxonMobil~~Baton Rouge Anchorage Tank Farm and ~~USEPA are discussing~~ the ~~issues at this time.~~
~~In April 2013,~~Baton Rouge Resins Finishing Plant, including the California South Coast Air Quality Management District (AQMD) initiated discussions with ExxonMobil Oil Corporation (EMOC) to settle six outstanding Notices of Violation (NOV) (five issued to the Torrance Refinery and one issued to the Vernon Terminal), covering operating years 2010 through 2012 related to a number of AQMD regulations and applicable Title V permit conditions. The NOV issued to the Vernon Terminal was dismissed. The parties entered into a settlement agreement effective July 3, 2013, and EMOC paid a penalty of $139,000, in full settlement of the NOVs issued to the Torrance Refinery.
~~In May 2013, the final agreement was signed between EMOC and California Air Resources Board, and payment of a $120,000 penalty was made by EMOC, to settle the~~BRRF matter ~~concerning EMOC’s 2011 California Greenhouse Gas Mandatory Report as~~previously reported in the Corporation’s Form 10-Q for the ~~first~~third quarter of ~~2013.~~2009. The Corporation had previously self-disclosed these matters to the LDEQ along with a proposed number of specific corrective action steps. The settlement terms include payment of a $300,000 penalty, an agreement to complete certain on-site improvement projects valued at $1,000,000, Beneficial Environmental Projects valued at $1,029,000 and a Stipulated Penalty Agreement to address any future environmental non-compliance. The settlement will be the subject of public notice and comment for 45 days before becoming final.

~~With regard~~On October 2, 2013, ExxonMobil Oil Corporation’s Joliet Refinery in Channahon, Illinois, received a Notice from the United States Environmental Protection Agency (USEPA) alleging that the Refinery was out of compliance with several requirements of a Consent Decree entered into with the USEPA (United States v. Exxon Mobil Corp., CA No. 05-C-5809 (N.D. Ill.)) in December 2005 and reported in the Corporation’s Form 10-Q for the third quarter of 2005. The USEPA alleges violations of the requirements for continuous emissions and opacity monitoring, leak detection and repair requirements, and prohibitions against using emission reduction credits from Consent Decree projects in permitting. USEPA has indicated that it plans to propose penalties up to $1,242,500. ExxonMobil will contest the proposed penalties.
On October 3, 2013, ExxonMobil Oil Corporation’s Joliet Refinery received a Notice and Finding of Violation from the USEPA alleging that Joliet Refinery flares were modified and thereby triggered New Source Performance Standards (NSPS) requirements for refineries, and that the flares do not comply with federal and state combustion efficiency standards. The Notice also alleged that certain tanks at the Refinery were modified and triggered NSPS for tanks, that Prevention of Significant Deterioration Program permitting requirements were not met for projects involving the Refinery’s Fluid Catalytic Cracking Unit, and other leak detection and repair violations. Penalties sought will likely exceed $100,000.
In July 2013, ExxonMobil Oil Corporation’s Torrance Refinery in California confirmed and then self-reported that it may have failed to measure and report flow from parallel flare lines at the Refinery to the ~~discharge~~South Coast Air Quality Management District (AQMD) as required by AQMD Rule 1118. The Refinery is currently working with the AQMD to resolve the matter, but it is anticipated that a civil penalty in excess of ~~oil from~~$100,000 will be assessed.
Regarding the ~~Pegasus Pipeline~~Notice of Enforcement and Proposed Agreed Order issued on January 30, 2013, by the Texas Commission on Environmental Quality (TCEQ) concerning three emission events in ~~Mayflower, Faulkner County, Arkansas, on March 29, 2013,~~May and June 2012 at ExxonMobil Oil Corporation’s Beaumont Refinery previously reported in the Corporation’s Form 10-Q for the first quarter of 2013, ~~on June 13, 2013,~~the parties have agreed upon a full settlement of the enforcement action and a penalty of $126,250, which will become final after endorsement by the TCEQ at an upcoming agenda meeting.
In the enforcement action filed by the United States, on behalf of the USEPA, and the State of Arkansas, on behalf of the Arkansas Department of Environmental Quality (ADEQ), ~~filed an enforcement action~~ against ExxonMobil Pipeline Company (EMPCo)~~. The USEPA and ADEQ allege that~~ related to the discharge of crude oil from the Pegasus Pipeline in Mayflower, Faulkner County, Arkansas, previously reported in the Corporation’s Forms 10-Q for the first and second quarters of 2013, the court has set a trial date of February 15, 2015.
On September 16, 2013, the United States Department of Justice (USDOJ), based on a referral from the USEPA, advised that a civil enforcement investigation had been opened into the discharge of crude oil from the EMPCo’s North Line Pipeline near Torbert in Pointe Coupee Parish, Louisiana, on April 28, 2012. The USDOJ is investigating whether the discharge of oil contaminated ~~land,~~ waterways ~~air and habitat~~ resulting in violations of the Clean Water ~~Act and various Arkansas environmental statutes and regulations. Total penalties are expected to exceed~~Act. Penalties sought likely will be in excess of $100,000.
Regarding the matter involving EMPCo’s pipeline integrity management program previously reported in the Corporation’s Form 10-Q for the first quarter of 2012, on July 2, 2013, EMPCo received a Final Order of the U.S. Department of Transportation Pipeline & Hazardous Material Safety Administration (PHMSA) which assessed a civil penalty of $112,300, reduced from the $151,100 proposed in the original Notice of Probable Violation. The penalty included 1) $102,300 for operating 19 pipeline segments without documented hydro-pressure tests and 2) $10,000 for inappropriately establishing a “Discovery” date for a pipeline condition requiring repair on one pipeline segment. (A second, similar allegation was withdrawn.) An additional proposed penalty of $20,800 was withdrawn based upon a finding that EMPCo had complied with the PHMSA regulations regarding evaluation and repair of “immediate repair conditions”. The Final Order contains a Compliance Order requiring EMPCo to hydro-pressure test certain of its line segments within one year and further requiring EMPCo to amend its Integrity Management Procedures in accordance with the order.   On July 22, 2013, EMPCo filed a Petition for Reconsideration with PHMSA asking that the Agency withdraw the finding of violation with respect to 16 of the 19 pipeline segments, reduce the proposed penalty and modify the Compliance Order insofar as it requires hydro-pressure tests of the 16 pipeline segments.
Regarding the discharge of crude oil into the Yellowstone River from EMPCo’s Silvertip Pipeline near Laurel, Montana, as reported in the Company’s Form 10-Q for the first quarter of 2013, the PHMSA is proposing to assess a $1.7 million civil penalty in connection with this matter and to require additional training of certain EMPCo personnel. EMPCo requested an administrative hearing to contest the allegations and the proposed penalty. PHMSA conducted a hearing on July 17, 2013.
The Agreed Final Judgment between the Corporation and Harris County, Texas and the State of Texas resolving alleged violations of the Clean Air Act at the Corporation’s Baytown Olefins Plant and Baytown Refinery reported in the Corporation’s Form 10-Q for the first quarter of 2013 and the third quarter of 2011 was entered by the 129th Judicial District Court in Houston, Texas on June 11, 2013.~~Under the Agreed Final Judgment, the Corporation paid a penalty of $277,500 and $150,000 in reimbursement of attorney fees incurred by Harris County and the State of Texas.~~

-22-
Regarding the North Dakota Department of Health (NDDOH) air enforcement matter previously reported in the Corporation’s Form 10-Q for the first quarter of 2013, on June 27, 2013, the NDDOH and XTO Energy Inc. (XTO) agreed to a settlement of air permitting and emission controls issues for listed well sites historically owned and operated by XTO.   The settlement requires that XTO pay a civil penalty of $74,400, install appropriate emission controls and revise air permits to reflect current equipment and operations. The settlement also requires that, within 90 days of execution, XTO update the list of well sites in the settlement to include newly acquired assets with permitting or air emissions control compliance issues. It is anticipated that the updated listing will compel an additional penalty assessment in the future.
Regarding a matter previously reported in the Corporation’s 2010 Form 10-K and its Form 10-Q for the third quarter of 2012, involving the issuance of a Notice of Violation (NOV) and likely enforcement action by the Pennsylvania Department of Environmental Protection (DEP) and the United States Department of Justice (DOJ) relating to the discharge of fluids at XTO’s Marquardt Well Site in Penn Township, Pennsylvania, on July 18, 2013, the DOJ, on behalf of the USEPA, filed a complaint and consent decree reflecting a settlement with XTO for alleged violations of the Federal Water Pollution Control Act. The settlement requires that XTO pay a civil penalty of $100,000 and implement work plans for well pad spill containment measures, water recycling and periodic reporting of spills and consent decree compliance to resolve the alleged violations of the federal Water Pollution Control Act. Additional enforcement actions by the state to resolve the issue raised in the DEP NOV are anticipated, but to date, have not yet been filed.

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

-23-22

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











Issuer Purchase of Equity Securities for Quarter Ended ~~June~~September 30, 2013

















Total Number of

Maximum Number








Shares Purchased

of Shares that May




Total Number

Average

as Part of Publicly

Yet Be Purchased




of Shares

Price Paid

Announced Plans

Under the Plans or
Period


Purchased

per Share

or Programs

Programs










~~April~~July 2013

~~18,014,702~~13,277,502

$~~88.49~~93.24

~~18,014,702~~13,277,502


~~May~~August 2013

~~13,953,098~~10,625,871

$~~91.08~~88.98

~~13,953,098~~10,625,871


~~June~~September 2013

~~12,896,368~~9,787,418

$~~90.35~~87.98

~~12,896,368~~9,787,418



Total


~~44,864,168~~33,690,791

$~~89.83~~90.37

~~44,864,168~~33,690,791

(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 ~~August 1,~~October 31, 2013, the Corporation stated that ~~third~~fourth quarter 2013 share purchases to reduce shares outstanding are anticipated to equal $3 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

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.

-24-23

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 6,~~November 5, 2013
By:
/s/ PATRICK T. MULVA

Patrick T. Mulva

Vice President, Controller and

Principal Accounting Officer

-25-24

INDEX TO EXHIBITS

Exhibit

Description

31.1

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief Executive Officer.
31.2

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal Financial Officer.
31.3

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal Accounting Officer.
32.1

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Executive Officer.
32.2

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Financial Officer.
32.3

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Accounting Officer.
101

Interactive Data Files.

-26-25

NEW JERSEY		13-5409005
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

Class		Outstanding as of ~~June~~September 30, 2013
Common stock, without par value		~~4,401,631,689~~4,368,513,787

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Condensed Consolidated Statement of Income Three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012	3
Condensed Consolidated Statement of Comprehensive Income Three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012	4
Condensed Consolidated Balance Sheet As of ~~June~~September 30, 2013 and December 31, 2012	5

Condensed Consolidated Statement of Cash Flows ~~Six~~ Nine months ended ~~June~~September 30, 2013 and 2012	6
Condensed Consolidated Statement of Changes in Equity ~~Six~~ Nine months ended ~~June~~September 30, 2013 and 2012	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
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	2423
Item 6. Exhibits	2423
Signature	2524
Index to Exhibits	2625