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 ~~2017~~2018 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 data has been reclassified in certain cases to conform to the current presentation basis.

The Corporation's exploration and production activities are accounted for under the "successful efforts" method.

2.Accounting Changes

Effective January 1, ~~2018, ExxonMobil~~2019, the Corporation adopted the Financial Accounting Standards Board’s ~~standard,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, as amended. The standard establishes a single revenue recognition model for all contracts with customers, eliminates industry and transaction specific requirements, and expands disclosure requirements. The standard was adopted using the Modified Retrospective method, under which prior year results are not restated, but supplemental information is provided for any material impacts of the standard on 2018 results. The adoption of the standard did not have a material impact on any of the lines reported in the Corporation’s financial statements. The cumulative effect of adoption of the standard was de minimis. The Corporation did not elect any practical expedients that require disclosure. See Note 9.

~~Effective January 1, 2018, ExxonMobil adopted the Financial Accounting Standards Board’s Update,~~ ~~Financial Instruments~~–~~Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~. The standard requires investments in equity securities other than consolidated subsidiaries and equity method investments to be measured at fair value with changes in the fair value recognized through net income. The Corporation elected a modified approach for equity securities that do not have a readily determinable fair value. This modified approach measures investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The cumulative effect adjustment related to the adoption of this standard increased equity $47 million. The portion of unrealized gains and losses recognized during the reporting period on equity securities still held at June 30, 2018 and the carrying value of equity securities without readily determinable fair values at June 30, 2018 were not significant to the Corporation. The standard also expanded disclosures related to financial instruments. See Note 7.

~~Effective January 1, 2018, ExxonMobil adopted the Financial Accounting Standards Board’s Update,~~ ~~Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~. The update requires separate presentation of the service cost component from other components of net benefit costs. The other components are reported in a new line on the Corporation’s Statement of Income, “Non-service pension and postretirement benefit expense.” The Corporation elected to use the practical expedient which uses the amounts disclosed in the pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements, as it is impracticable to determine the amounts capitalized in those periods. Beginning in 2018, the other components of net benefit costs are included in the Corporate and financing segment. The estimated after-tax impact from the change in segmentation is an increase in Corporate and financing expenses of about $100 million for the second quarter and $200 million for the first six months of 2018. The increase in the Corporate and financing expenses is offset by lower expenses across the operating segments. Additionally, only the service cost component of net benefit costs is eligible for capitalization in situations where it is otherwise appropriate to capitalize employee costs in connection with the construction or production of an asset.

~~The impact of the retrospective presentation change on ExxonMobil's Consolidated Statement of Income for the three months and six months ended June 30, 2017, is shown below.~~

Three Months Ended

Six Months Ended

June 30, 2017

June 30, 2017

As Reported

Change

As Adjusted

As Reported

Change

As Adjusted

(millions of dollars)

Production and manufacturing expenses
8,407

(347)

8,060

16,252

(626)

15,626
Selling, general and administrative expenses
2,628

(72)

2,556

5,227

(166)

5,061
Non-service pension and postretirement benefit expense
-

419

419

-

792

792

~~Effective January 1, 2019, ExxonMobil will adopt the Financial Accounting Standards Board’s standard,~~ Standard, Leases (Topic 842), as amended. The standard requires all leases ~~with an initial term greater than one year~~ to be recorded on the balance sheet as a right of use asset and a lease liability. The Corporation ~~acquired~~used a transition method that applies the new lease ~~accounting software~~standard at January 1, 2019. The Corporation applied a policy election to ~~facilitate implementation,~~exclude short-term leases from balance sheet recognition and ~~is currently installing, configuring and testing the software. Based on leases outstanding~~also elected certain practical expedients at ~~the end of 2017,~~adoption. As permitted, the Corporation ~~estimates~~did not reassess whether existing contracts are or contain leases, the lease classification for any existing leases, initial direct costs for any existing lease and whether existing land easements and rights of way, which were not previously accounted for as leases, are or contain a lease. At adoption on January 1, 2019, an operating lease liability of $3.3 billion was recorded and the operating lease right of use asset was $4.3 billion, including $1.0 billion of previously recorded prepaid leases. There was no cumulative earnings effect adjustment.

Effective January 1, 2020, ExxonMobil will adopt the Financial Accounting Standards Board’s update, Financial Instruments – Credit Losses (Topic 326), as amended. The standard requires a valuation allowance for credit losses be recognized for certain financial assets that reflects the current expected credit loss over the asset’s contractual life. The valuation allowance considers the risk of loss, even if remote, and ~~lease liability would have been in~~considers past events, current conditions and expectations of the ~~range of $~~4 ~~billion to $~~5 ~~billion at that time.~~future. The Corporation is evaluating the standard and its effect on the Corporation’s balance sheet as a result of implementing the standard on January 1, 2019, could differ considerably depending on operating leases commenced in 2018 as well as interest rates and other factors such as the expiry or renewal of leases ~~during the year.~~financial statements.

3.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 30, ~~2018,~~2019, 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, 2018

Equity

Other

Company

Third Party

Obligations (1)

Obligations

Total

(millions of dollars)

Guarantees

Debt-related

408

58

466

Other

1,188

4,678

5,866

Total

1,596

4,736

6,332

(1) ExxonMobil share

			As of June 30, 2019
			Equity	Other
			Company	Third Party
			Obligations (1)	Obligations	Total
			(millions of dollars)
Guarantees
	Debt-related		641	83	724
	Other		855	4,674	5,529
		Total	1,496	4,757	6,253

(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 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 Venezuelan 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.Project. 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.

~~On September 6, 2007, affiliates of~~ ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes (ICSID). 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. On October 9, 2014, the ICSID Tribunal issued its final award finding in favor of the ExxonMobil affiliates and awarding $1.6 billion as of the date of expropriation, June 27, 2007, and interest from that date at 3.25 percent compounded annually until the date of payment in full. The Tribunal also noted that one of the Cerro Negro Project agreements provides a mechanism to prevent double recovery between the ICSID award and all or part of an earlier awardcollected awards of $908 million ~~to an ExxonMobil affiliate, Mobil Cerro Negro, Ltd., against PdVSA and a PdVSA affiliate, PdVSA CN,~~ in an arbitration against PdVSA under the rules of the International Chamber of ~~Commerce.~~

~~On February 2, 2015, Venezuela filed a Request~~Commerce in respect of an indemnity related to the Cerro Negro Project and $260 million in an arbitration for Annulment of the ICSID award. On March 9, 2017, the ICSID Committee hearing the Request for Annulment issued a decision partially annulling the award of the Tribunal issued on October 9, 2014. The Committee affirmed the compensation due for the La Ceiba Project and for export curtailments at the Cerro Negro Project ~~but annulled the portion~~under rules of ~~the~~International Centre for Settlement of Investment Disputes (ICSID). An ICSID arbitration award relating to the Cerro Negro Project’s expropriation ($1.4 billion) was annulled based on ~~its~~a determination that ~~the~~a prior Tribunal failed to adequately explain why the cap on damages in the indemnity owed by PdVSA did not affect or limit the amount owed for the expropriation of the Cerro Negro Project. AsExxonMobil filed a ~~result, ExxonMobil retained an~~new claim seeking to restore the original award for $260 million (including accrued interest). In accordance with an agreement between ExxonMobil and Venezuela the $260 million has been fully paid. The agreement does not impact ExxonMobil’s ability to re-arbitrate the issue that was the basisof damages for the ~~annulment in a new~~Cerro Negro Project with ICSID ~~arbitration proceeding.~~on September 26, 2018.

The net impact of ~~these matters~~this matter 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 appealed that judgment to the Court of Appeal, Abuja Judicial Division. On July 22, 2016, the Court of Appeal upheld the decision of the lower court setting aside the award. On October 21, 2016, the Contractors appealed the decision to the Supreme Court of Nigeria. In June 2013, the Contractors filed a lawsuit against NNPC in the ~~Nigerian~~Nigerian federal high court in order to preserve their ability to seek enforcement of the PSC in the courts if necessary. Following dismissal by this court, the Contractors appealed to the Nigerian Court of Appeal in June 2016. In October 2014, the Contractors filed suit in the United States District Court for the Southern District of New York to enforce, if necessary, the arbitration award against NNPC assets residing within that jurisdiction. NNPC has moved to dismiss the lawsuit. 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.

4.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, 2016

(14,501)

(7,738)

(22,239)

Current period change excluding amounts reclassified

from accumulated other comprehensive income

2,849

(172)

2,677

Amounts reclassified from accumulated other

comprehensive income

140

520

660

Total change in accumulated other comprehensive income

2,989

348

3,337

Balance as of June 30, 2017

(11,512)

(7,390)

(18,902)

Balance as of December 31, 2017

(9,482)

(6,780)

(16,262)

Current period change excluding amounts reclassified

from accumulated other comprehensive income

(2,573)

(409)

(2,982)

Amounts reclassified from accumulated other

comprehensive income

186

449

635

Total change in accumulated other comprehensive income

(2,387)

40

(2,347)

Balance as of June 30, 2018

(11,869)

(6,740)

(18,609)

		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, 2017		(9,482)	(6,780)	(16,262)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	(2,573)	(409)	(2,982)
Amounts reclassified from accumulated other
	comprehensive income	186	449	635
Total change in accumulated other comprehensive income		(2,387)	40	(2,347)
Balance as of June 30, 2018		(11,869)	(6,740)	(18,609)

Balance as of December 31, 2018		(13,881)	(5,683)	(19,564)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	1,096	(49)	1,047
Amounts reclassified from accumulated other
	comprehensive income	-	312	312
Total change in accumulated other comprehensive income		1,096	263	1,359
Balance as of June 30, 2019		(12,785)	(5,420)	(18,205)

Three Months Ended

Six Months Ended

Amounts Reclassified Out of Accumulated Other

June 30,

June 30,

Comprehensive Income - Before-tax Income/(Expense)

2018

2017

2018

2017

(millions of dollars)

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

(Statement of Income line: Other income)
(18)

(234)

(186)

(234)

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs

(Statement of Income Line: Non-service pension and

postretirement benefit expense)
(290)

(406)

(610)

(765)


			Three Months Ended		Six Months Ended
Amounts Reclassified Out of Accumulated Other			June 30,		June 30,
Comprehensive Income - Before-tax Income/(Expense)			2019	2018	2019	2018
		(millions of dollars)

Foreign exchange translation gain/(loss) included in net income
	(Statement of Income line: Other income)		-	(18)	-	(186)
Amortization and settlement of postretirement benefits reserves
	adjustment included in net periodic benefit costs
	(Statement of Income Line: Non-service pension and
	postretirement benefit expense)		(191)	(290)	(428)	(610)

Three Months Ended

Six Months Ended

Income Tax (Expense)/Credit For

June 30,

June 30,

Components of Other Comprehensive Income

2018

2017

2018

2017

(millions of dollars)

Foreign exchange translation adjustment

5

(8)

5

(26)

Postretirement benefits reserves adjustment

(excluding amortization)

(58)

75

66

80

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs

(61)

(123)

(144)

(226)

Total

(114)

(56)

(73)

(172)

			Three Months Ended		Six Months Ended
Income Tax (Expense)/Credit For			June 30,		June 30,
Components of Other Comprehensive Income			2019	2018	2019	2018
		(millions of dollars)

Foreign exchange translation adjustment			-	5	-	5
Postretirement benefits reserves adjustment
	(excluding amortization)		10	(58)	20	66
Amortization and settlement of postretirement benefits reserves
	adjustment included in net periodic benefit costs		(50)	(61)	(102)	(144)
Total			(40)	(114)	(82)	(73)

5.Earnings Per Share

Three Months Ended

Six Months Ended

June 30,

June 30,

2018

2017

2018

2017

Earnings per common share

Net income attributable to ExxonMobil (millions of dollars)

3,950

3,350

8,600

7,360

Weighted average number of common shares

outstanding (millions of shares)

4,271

4,271

4,270

4,244

Earnings per common share (dollars) (1)

0.92

0.78

2.01

1.73

		Three Months Ended		Six Months Ended
		June 30,		June 30,
		2019	2018	2019	2018

Earnings per common share
Net income attributable to ExxonMobil (millions of dollars)		3,130	3,950	5,480	8,600

Weighted average number of common shares
	outstanding (millions of shares)	4,271	4,271	4,270	4,270

Earnings per common share (dollars) (1)		0.73	0.92	1.28	2.01

Dividends paid per common share (dollars)		0.87	0.82	1.69	1.59

(1) The calculation of earnings per common share and earnings per common share – assuming dilution are the same in each period shown.

6.Pension and Other Postretirement Benefits

Three Months Ended

Six Months Ended

June 30,

June 30,

2018

2017

2018

2017

(millions of dollars)

Components of net benefit cost

Pension Benefits - U.S.

Service cost

204

186

413

383

Interest cost

181

200

361

399

Expected return on plan assets

(181)

(194)

(363)

(388)

Amortization of actuarial loss/(gain) and prior

service cost

92

112

183

222

Net pension enhancement and

curtailment/settlement cost

63

158

126

263

Net benefit cost

359

462

720

879

Pension Benefits - Non-U.S.

Service cost

154

145

312

290

Interest cost

186

189

386

376

Expected return on plan assets

(237)

(244)

(489)

(483)

Amortization of actuarial loss/(gain) and prior

service cost

113

126

231

253

Net pension enhancement and

curtailment/settlement cost

-

-

33

(5)

Net benefit cost

216

216

473

431

Other Postretirement Benefits

Service cost

35

30

71

56

Interest cost

76

67

151

139

Expected return on plan assets

(6)

(5)

(12)

(11)

Amortization of actuarial loss/(gain) and prior

service cost

21

10

38

27

Net benefit cost

126

102

248

211

					Three Months Ended		Six Months Ended
					June 30,		June 30,
					2019	2018	2019	2018
				(millions of dollars)
Components of net benefit cost
	Pension Benefits - U.S.
		Service cost			180	204	355	413
		Interest cost			189	181	382	361
		Expected return on plan assets			(142)	(181)	(284)	(363)
		Amortization of actuarial loss/(gain) and prior
			service cost		79	92	156	183
		Net pension enhancement and
			curtailment/settlement cost		53	63	107	126
		Net benefit cost			359	359	716	720

	Pension Benefits - Non-U.S.
		Service cost			138	154	277	312
		Interest cost			192	186	384	386
		Expected return on plan assets			(192)	(237)	(389)	(489)
		Amortization of actuarial loss/(gain) and prior
			service cost		55	113	158	231
		Net pension enhancement and
			curtailment/settlement cost		-	-	-	33
		Net benefit cost			193	216	430	473

	Other Postretirement Benefits
		Service cost			33	35	66	71
		Interest cost			79	76	158	151
		Expected return on plan assets			(4)	(6)	(8)	(12)
		Amortization of actuarial loss/(gain) and prior
			service cost		4	21	7	38
		Net benefit cost			112	126	223	248

7.Financial Instruments and Derivatives

Financial Instruments. ~~Effective January 1, 2018, ExxonMobil adopted the Financial Accounting Standards Board’s Update,~~ ~~Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~. The estimated fair value of financial instruments at June 30, 2019 and December 31, 2018, and the related hierarchy level for the fair value measurement is as follows:

			At June 30, 2019
			(millions of dollars)

			Fair Value
									Difference
						Total Gross	Effect of	Effect of	in Carrying	Net
						Assets	Counterparty	Collateral	Value and	Carrying
			Level 1	Level 2	Level 3	& Liabilities	Netting	Netting	Fair Value	Value
Assets
	Derivative assets (1)		449	39	-	488	(415)	(34)	-	39
	Advances to/receivables
		from equity companies (2)(7)	-	2,191	6,313	8,504	-	-	151	8,655
	Other long-term
		financial assets (3)	1,000	-	810	1,810	-	-	86	1,896

Liabilities
	Derivative liabilities (4)		432	26	-	458	(415)	(17)	-	26
	Long-term debt (5)		18,446	137	4	18,587	-	-	(885)	17,702
	Long-term obligations
		to equity companies (7)	-	-	4,209	4,209	-	-	(28)	4,181
	Other long-term
		financial liabilities (6)	-	-	1,030	1,030	-	-	7	1,037

			At December 31, 2018
			(millions of dollars)

			Fair Value
									Difference
						Total Gross	Effect of	Effect of	in Carrying	Net
						Assets	Counterparty	Collateral	Value and	Carrying
			Level 1	Level 2	Level 3	& Liabilities	Netting	Netting	Fair Value	Value
Assets
	Derivative assets (1)		297	-	-	297	(151)	(146)	-	-
	Advances to/receivables
		from equity companies (2)(7)	-	2,100	6,293	8,393	-	-	215	8,608
	Other long-term
		financial assets (3)	848	-	974	1,822	-	-	112	1,934

Liabilities
	Derivative liabilities (4)		151	-	-	151	(151)	-	-	-
	Long-term debt (5)		19,029	117	4	19,150	-	-	85	19,235
	Long-term obligations
		to equity companies (7)	-	-	4,330	4,330	-	-	52	4,382
	Other long-term
		financial liabilities (6)	-	-	1,046	1,046	-	-	(3)	1,043

(1)	Included in the Balance Sheet lines: Notes and accounts receivable, less estimated doubtful amounts and Other assets, including intangibles, net
(2)	Included in the Balance Sheet line: Investments, advances and long-term receivables
(3)	Included in the Balance Sheet lines: Investments, advances and long-term receivables and Other assets, including intangibles, net
(4)	Included in the Balance Sheet lines: Accounts payable and accrued liabilities and Other long-term obligations
(5)	Excluding finance lease obligations
(6)	Included in the Balance Sheet line: Other long-term obligations
(7)	Advances to/receivables from equity companies and long-term obligations to equity companies are mainly designated as hierarchy level 3 inputs. The fair value is calculated by discounting the remaining obligations by a rate consistent with the credit quality and industry of the equity company.

At June 30, 2018

(millions of dollars)

Carrying

Fair Value

Value

Level 1

Level 2

Level 3

Total
Assets

Derivative assets (included in the Balance Sheet line: Other

current assets)

98

98

-

-

98

Advances to/receivables from equity companies (included in

the Balance Sheet line: Investments, advances and

long-term receivables)

8,828

-

1,774

6,953

8,727

Other long-term financial assets (included in the Balance

Sheet lines: Investments, advances and long-term receivables

and Other assets, including intangibles – net)

1,698

759

-

990

1,749

Liabilities

Derivative liabilities (included in the Balance Sheet line:

Accounts payable and accrued liabilities)

240

240

-

-

240

Long-term debt (excluding capitalized lease obligations)

19,282

19,065

117

4

19,186

Long-term obligations to equity companies

4,575

-

-

4,646

4,646

Other long-term financial liabilities (included in the

Balance Sheet line: Other long-term obligations)

1,088

-

-

1,085

1,085

Derivative Instruments. The Corporation’s size, strong capital structure, geographic diversity and the complementary nature of the Upstream, Downstream and Chemical businesses reduce the Corporation’s enterprise-wide risk from changes in ~~interest rates,~~commodity prices, currency rates and ~~commodity prices.~~interest rates. In addition, the Corporation uses commodity-based contracts, including derivatives, to manage commodity price risk and for trading purposes. Commodity contracts held for trading purposes are presented in the Consolidated Statement of Income on a net basis in the line “Sales and other operating revenue.” The Corporation’s commodity derivatives are not accounted for under hedge accounting. At times, the Corporation also enters into currency and interest rate derivatives, none of which are material to the Corporation’s financial position as of June 30, 2019 and December 31, 2018, or results of operations for the periods ended June 30, 2019 and 2018.

Credit risk associated with the Corporation’s derivative position is mitigated by several factors, including the use of derivative clearing exchanges and the quality of and financial limits placed on derivative counterparties. The Corporation ~~believes that there are no material market or credit risks to the Corporation’s financial position, results of operations or liquidity as a result of the derivatives. The Corporation~~ maintains a system of controls that includes the authorization, reporting and monitoring of derivative activity. ~~Derivative instruments are currently not subject to a master netting agreement, and~~

At June 30, 2019, the ~~Corporation has not offset collateral against the carrying value. The carrying value~~net notional long/(short) position of derivative instruments ~~none~~was (20) million barrels for crude oil, (44) million barrels for products, and (140) million MMBtus of ~~which are designated as hedging instruments, is as follows~~:

June 30,

Dec. 31,

2018

2017

(millions of dollars)
Exchange Traded Futures and Swaps

Assets

98

25

Liabilities

(240)

(63)

Collateral receivable/(payable)

189

94

Total

47

56

natural gas. At ~~June 30,~~December 31, 2018, the net notional long/(short) position of derivative instruments was ~~(22)~~(19) million barrels for crude oil and ~~was (7)~~(9) million barrels for products.

Realized and unrealized gains/(losses) on derivative instruments that were recognized in the Consolidated Statement of Income are included in the following lines on a before-tax basis:

Three Months Ended

Six Months Ended

June 30,

June 30,

2018

2017

2018

2017

(millions of dollars)

Sales and other operating revenue

(11)

8

(3)

27
Crude oil and product purchases

(193)

25

(274)

43

Total

(204)

33

(277)

70

		Three Months Ended		Six Months Ended
		June 30,		June 30,
		2019	2018	2019	2018
		(millions of dollars)

Sales and other operating revenue		33	(11)	(242)	(3)
Crude oil and product purchases		33	(193)	15	(274)
	Total	66	(204)	(227)	(277)

8.Disclosures about Segments and Related Information

Three Months Ended

Six Months Ended

June 30,

June 30,

2018

2017

2018

2017

Earnings After Income Tax

(millions of dollars)

Upstream

United States

439

(183)

868

(201)

Non-U.S.

2,601

1,367

5,669

3,637

Downstream

United States

695

347

1,014

639

Non-U.S.

29

1,038

650

1,862

Chemical

United States

453

481

956

1,010

Non-U.S.

437

504

945

1,146

Corporate and financing (1)

(704)

(204)

(1,502)

(733)

Corporate total

3,950

3,350

8,600

7,360

Sales and Other Operating Revenue

Upstream

United States

2,548

2,349

4,909

4,673

Non-U.S.

3,587

3,444

7,215

6,953

Downstream

United States

19,658

14,528

36,653

29,110

Non-U.S.

37,406

28,867

71,778

57,911

Chemical

United States

3,019

2,746

6,008

5,529

Non-U.S.

5,226

4,078

10,304

8,296

Corporate and financing

12

14

��
25

28

Corporate total

71,456

56,026

136,892

112,500

Intersegment Revenue

Upstream

United States

2,071

1,282

4,133

2,572

Non-U.S.

7,381

4,723

14,252

10,622

Downstream

United States

5,749

3,841

10,693

7,487

Non-U.S.

7,611

4,968

14,700

10,182

Chemical

United States

2,350

1,845

4,544

3,615

Non-U.S.

1,973

1,104

3,816

2,294

Corporate and financing

50

47

99

103

				Three Months Ended		Six Months Ended
				June 30,		June 30,
				2019	2018	2019	2018
Earnings After Income Tax			(millions of dollars)
	Upstream
		United States		335	439	431	868
		Non-U.S.		2,926	2,601	5,706	5,669
	Downstream
		United States		310	695	149	1,014
		Non-U.S.		141	29	46	650
	Chemical
		United States		(6)	453	155	956
		Non-U.S.		194	437	551	945
	Corporate and financing			(770)	(704)	(1,558)	(1,502)
	Corporate total			3,130	3,950	5,480	8,600

Sales and Other Operating Revenue
	Upstream
		United States		2,594	2,548	5,287	4,909
		Non-U.S.		3,709	3,587	7,513	7,215
	Downstream
		United States		18,721	19,658	34,363	36,653
		Non-U.S.		35,306	37,406	67,603	71,778
	Chemical
		United States		2,504	3,019	5,009	6,008
		Non-U.S.		4,647	5,226	9,342	10,304
	Corporate and financing			10	12	20	25
	Corporate total			67,491	71,456	129,137	136,892

Intersegment Revenue
	Upstream
		United States		2,641	2,071	4,952	4,133
		Non-U.S.		8,376	7,381	15,505	14,252
	Downstream
		United States		6,742	5,749	11,503	10,693
		Non-U.S.		6,568	7,611	12,737	14,700
	Chemical
		United States		2,569	2,350	4,458	4,544
		Non-U.S.		1,583	1,973	3,130	3,816
	Corporate and financing			55	50	108	99

(1) ~~See Note 2 for additional details regarding the change in segmentation of~~ ~~Non-service pension and postretirement benefit expense.~~

14
15

Geographic

Three Months Ended

Six Months Ended

June 30,

June 30,

Sales and Other Operating Revenue

2018

2017

2018

2017

(millions of dollars)

United States

25,225

19,623

47,570

39,312

Non-U.S.

46,231

36,403

89,322

73,188

Total

71,456

56,026

136,892

112,500

Significant Non-U.S. revenue sources include: (1)

Canada

6,163

4,598

11,538

9,232

United Kingdom

4,771

4,117

9,443

8,252

Belgium

4,090

3,321

8,067

6,586

Singapore

3,458

2,625

6,885

5,376

France

3,572

2,738

6,817

5,306

Italy

3,214

2,735

6,368

5,404

Germany

2,435

2,069

4,666

4,073

Geographic
		Three Months Ended		Six Months Ended
		June 30,		June 30,
Sales and Other Operating Revenue		2019	2018	2019	2018
		(millions of dollars)

United States		23,819	25,225	44,659	47,570
Non-U.S.		43,672	46,231	84,478	89,322
	Total	67,491	71,456	129,137	136,892

Significant Non-U.S. revenue sources include: (1)
	Canada	5,346	6,163	10,196	11,538
	United Kingdom	4,781	4,771	9,202	9,443
	Belgium	3,245	4,090	6,773	8,067
	France	3,258	3,572	6,332	6,817
	Singapore	3,135	3,458	6,255	6,885
	Italy	2,494	3,214	5,139	6,368
	Germany	2,019	2,435	3,916	4,666

(1) Revenue is determined by primary country of operations. Excludes certain sales and other operating revenues in ~~Non‑U.S.~~Non-U.S. operations where attribution to a specific country is not practicable.

9. Leases

~~9. Additional Information on Revenue Recognition~~

~~Accounting Policy for Revenue Recognition~~

The Corporation and its consolidated affiliates generally ~~sells crude oil, natural gas~~purchase the property, plant and ~~petroleum~~equipment used in operations, but there are situations where assets are leased, primarily for drilling equipment, tankers, office buildings, railcars, and ~~chemical products under short-term agreements at prevailing market prices. In some cases (e.g., natural gas), products may be sold under long-term agreements,~~other moveable equipment. Right of use assets and lease liabilities are established on the balance sheet for leases with ~~periodic price adjustments to reflect market conditions. Revenue is recognized at~~an expected term greater than one year, by discounting the ~~amount~~amounts fixed in the ~~Corporation expects to receive when~~lease agreement for the ~~customer has taken control,~~duration of the lease which is ~~typically when title transfers~~reasonably certain, considering the probability of exercising any early termination and extension options. The portion of the ~~customer has assumed~~fixed payment related to service costs for drilling equipment and tankers is excluded from the ~~risks~~calculation of right of use assets and ~~rewards~~lease liabilities. Generally assets are leased only for a portion of ~~ownership. The prices of certain sales are based on price indexes that are sometimes not available until the next period. In such cases, estimated realizations are accrued when the sale is recognized,~~their useful lives, and are ~~finalized when the price is available. Such adjustments to revenue from performance obligations satisfied in previous periods~~accounted for as operating leases. In limited situations assets are leased for nearly all of their useful lives, and are accounted for as finance leases.

Variable payments under these lease agreements are not significant. ~~Payment for revenue~~Residual value guarantees, restrictions, or covenants related to leases, and transactions ~~is typically due within 30 days. Future volume delivery obligations that~~with related parties are ~~unsatisfied at~~also not significant. In general, leases are capitalized using the ~~end~~incremental borrowing rate of the ~~period~~leasing affiliate. The Corporation’s activities as a lessor are ~~expected to be fulfilled through ordinary production or purchases. These performance obligations are based on market prices at the time~~not significant.

At adoption of the ~~transaction~~lease accounting change (see Note 2), on January 1, 2019, an operating lease liability of $3.3 billion was recorded and the operating lease right of use asset was $4.3 billion, including $1.0 billion of previously recorded prepaid leases. There was no cumulative earnings effect adjustment.

		Operating Leases
			Drilling Rigs
			and Related			Finance
			Equipment	Other	Total	Leases
			(millions of dollars)

Lease Cost			Three Months Ended June 30, 2019
Operating lease cost			57	313	370
Short-term and other (net of sublease rental income)			258	357	615

Amortization of right of use assets						31
Interest on lease liabilities						36
	Total		315	670	985	67

Lease Cost		Six Months Ended June 30, 2019
Operating lease cost		97	568	665
Short-term and other (net of sublease rental income)		453	630	1,083

Amortization of right of use assets					62
Interest on lease liabilities					67
	Total	550	1,198	1,748	129

			Operating Leases
				Drilling Rigs
				and Related			Finance
				Equipment	Other	Total	Leases
				(millions of dollars)

Balance Sheet				June 30, 2019
Right of use assets
	Included in Other assets, including intangibles - net			616	5,649	6,265
	Included in Property, plant and equipment - net						1,536
		Total right of use assets		616	5,649	6,265	1,536

Lease liability due within one year
	Included in Accounts payable and accrued liabilities			221	903	1,124	32
	Included in Notes and loans payable						172
Long-term lease liability
	Included in Other long-term obligations			387	3,789	4,176
	Included in Long-term debt						1,299
	Included in Long-term obligations to equity companies						140
		Total lease liability		608	4,692	5,300	1,643


Maturity Analysis of Lease Liabilities		June 30, 2019
2019 remaining months		117	554	671	234
2020		211	914	1,125	206
2021		120	698	818	183
2022		61	500	561	175
2023		41	448	489	174
2024		30	404	434	173
2025 and beyond		69	1,877	1,946	2,431
	Total lease payments	649	5,395	6,044	3,576
Discount to present value		(41)	(703)	(744)	(1,933)
	Total lease liability	608	4,692	5,300	1,643

Weighted average remaining lease term - years		4	9	8	25
Weighted average discount rate - percent		3.0%	3.2%	3.2%	9.8%

In addition to the lease liabilities in the table immediately above, at June 30, 2019, undiscounted commitments for leases not yet commenced totaled $0.8 billion for operating leases and $3.4 billion for finance leases. The finance leases relate to floating production storage and offloading vessels and a long-term hydrogen purchase agreement. The underlying assets for these finance leases were primarily designed by, and are ~~fully constrained due to market price volatility.~~being constructed by, the lessors.

		Operating Leases
			Drilling Rigs
			and Related			Finance
			Equipment	Other	Total	Leases
			(millions of dollars)

Other Information			Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
	Cash flows from operating activities			504	504	27
	Cash flows from investing activities		110		110
	Cash flows from financing activities					32

Noncash right of use assets recorded for lease liabilities
	For January 1 adoption of Topic 842		445	2,818	3,263
	In exchange for new lease liabilities during the period		257	2,305	2,562

~~“Sales~~

At December 31, 2018, the Corporation and its consolidated subsidiaries held noncancelable operating leases and charters covering drilling equipment, tankers and other assets with minimum undiscounted lease commitments totaling $6,112 million as indicated in the table. Estimated related sublease rental income from noncancelable subleases totals $22 million.

��	Lease Payments
	Under Minimum Commitments
	As of December 31, 2018
		Drilling Rigs
		and Related
		Equipment	Other	Total
		(millions of dollars)

2019		222	934	1,156
2020		166	819	985
2021		107	658	765
2022		43	506	549
2023		32	422	454
2024 and beyond		53	2,150	2,203
Total		623	5,489	6,112

Net rental cost under both cancelable and noncancelable operating ~~revenue”~~leases incurred during 2018, 2017 and “Notes and accounts receivable” primarily arise from contracts with customers. Long-term receivables are primarily from non-customers. Contract assets are mainly from marketing assistance programs and are not significant. Contract liabilities are mainly customer prepayments and accruals of expected volume discounts and are not significant. 2016 were as follows:

			For full year
			2018	2017	2016
			(millions of dollars)

Rental cost
	Drilling rigs and related equipment		723	792	1,274
	Other (net of sublease rental income)		1,992	1,826	1,817
		Total	2,715	2,618	3,091

15
19

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				Second Quarter		First Six Months
Earnings (U.S. GAAP)	Earnings (U.S. GAAP)		2018	2017	2018	2017	Earnings (U.S. GAAP)		2019	2018	2019	2018
		(millions of dollars)						(millions of dollars)
Upstream	Upstream						Upstream
	United States		439	(183)	868	(201)	United States		335	439	431	868
	Non-U.S.		2,601	1,367	5,669	3,637	Non-U.S.		2,926	2,601	5,706	5,669
Downstream	Downstream						Downstream
	United States		695	347	1,014	639	United States		310	695	149	1,014
	Non-U.S.		29	1,038	650	1,862	Non-U.S.		141	29	46	650
Chemical	Chemical						Chemical
	United States		453	481	956	1,010	United States		(6)	453	155	956
	Non-U.S.		437	504	945	1,146	Non-U.S.		194	437	551	945
Corporate and financing (1)			(704)	(204)	(1,502)	(733)
Corporate and financing							Corporate and financing		(770)	(704)	(1,558)	(1,502)
	Net income attributable to ExxonMobil (U.S. GAAP)		3,950	3,350	8,600	7,360	Net income attributable to ExxonMobil (U.S. GAAP)		3,130	3,950	5,480	8,600

Earnings per common share (dollars)	Earnings per common share (dollars)		0.92	0.78	2.01	1.73	Earnings per common share (dollars)		0.73	0.92	1.28	2.01

Earnings per common share - assuming dilution (dollars)	Earnings per common share - assuming dilution (dollars)		0.92	0.78	2.01	1.73	Earnings per common share - assuming dilution (dollars)		0.73	0.92	1.28	2.01

~~(1)~~ ~~See Note 2 to the financial statements for additional details regarding the change in segmentation of~~ ~~Non-service pension and postretirement benefit expense.~~

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 QUARTER ~~2018~~2019 RESULTS

ExxonMobil’s second quarter ~~2018~~2019 earnings were $4$3.1 billion, or ~~$0.92~~$0.73 per diluted share, compared with ~~$3.4~~$4.0 billion a year ~~earlier, as liquids~~earlier. The decrease in earnings was primarily the result of lower Upstream realizations, weaker Downstream and Chemical margins, higher scheduled maintenance activity, and increased expenses. These impacts were partly offset by volume growth and ~~refining margins improved.~~favorable one-time items.

Earnings of ~~$8.6~~$5.5 billion for the first six months of ~~2018 increased 17~~2019 were down 36 percent from ~~$7.4~~$8.6 billion in ~~2017.~~2018.

Earnings per share assuming dilution were ~~$2.01.~~$1.28.

Capital and exploration expenditures were ~~$11.5~~$15.0 billion, up 4230 percent from ~~2017.~~2018.

~~Oil‑equivalent~~Oil-equivalent production was ~~3.8~~3.9 million barrels per day, ~~down 7~~up 5 percent from the prior year. Excluding entitlement effects and divestments, ~~oil‑equivalent~~oil-equivalent production was ~~down 4 percent from the prior year.~~also up 5 percent.

The Corporation distributed ~~$6.8~~$7.2 billion in dividends to shareholders.

Second Quarter

First Six Months

2018

2017

2018

2017

(millions of dollars)
Upstream earnings

United States

439

(183)

868

(201)

Non-U.S.

2,601

1,367

5,669

3,637

Total

3,040

1,184

6,537

3,436

				Second Quarter		First Six Months
				2019	2018	2019	2018
			(millions of dollars)
Upstream earnings
	United States			335	439	431	868
	Non-U.S.			2,926	2,601	5,706	5,669
		Total		3,261	3,040	6,137	6,537

Upstream earnings were ~~$3,040~~$3,261 million in the second quarter of ~~2018,~~2019, up ~~$1,856~~$221 million from the second quarter of ~~2017.~~2018.

·	Lower realizations reduced earnings by $730 million.
·	Higher volume and mix effects increased earnings by $720 million due to higher liquids volumes of $590 million and increased gas volumes of $130 million.
·	All other items increased earnings by $230 million due to a favorable one-time tax item of $487 million, partly offset by higher expenses.
·	U.S. Upstream earnings were $335 million, down $104 million from the prior year quarter.
·	Non-U.S. Upstream earnings were $2,926 million, up $325 million from the prior year quarter.
·	On an oil-equivalent basis, production increased 7 percent from the second quarter of 2018.
·	Liquids production totaled 2.4 million barrels per day, up 177,000 barrels per day as growth and lower downtime were partly offset by decline.
·	Natural gas production was 9.1 billion cubic feet per day, up 507 million cubic feet per day driven by growth and higher demand, partly offset by decline.

·~~Realizations increased earnings by $2,380 million mainly due to higher liquids realizations.~~

·~~Lower volume and mix effects decreased earnings by $270 million.~~

·~~All other items decreased earnings by $250 million mainly due to higher expenses.~~

·~~U.S.~~ Upstream earnings were ~~$439 million, up $622 million from the prior year quarter.~~

·~~Non‑U.S. Upstream earnings were $2,601 million, up $1,234 million from the prior year quarter.~~

·~~On an oil‑equivalent basis, production decreased 7 percent from the second quarter of 2017.~~

·Liquids production totaled 2.2 million barrels per day, down 57,000 barrels per day as lower volumes from decline, divestments, lower entitlements and scheduled maintenance, were partially offset by growth in North America.

·Natural gas production was 8.6 billion cubic feet per day, down 1,307 million cubic feet per day driven by decline largely in the U.S. aligned with value focus, higher downtime, lower entitlements and divestments.

~~Upstream earnings were $6,537~~$6,137 million in the first six months of ~~2018, up $3,101~~2019, down $400 million from the first six months of ~~2017.~~2018.

·~~Realizations increased earnings by $3,830 million mainly due to higher liquids realizations.~~

·~~Lower volume and mix effects decreased earnings by $480 million.~~

·~~All other items decreased earnings by $250 million, mainly due to higher expenses, partly offset by the gain on the Scarborough sale in Australia.~~

·~~U.S. Upstream earnings were $868 million, up $1,069 million from the first six months of prior year.~~

·~~Non-U.S. Upstream earnings were $5,669 million, up $2,032 million from the first six months of prior year.~~

·~~On an oil-equivalent basis, production decreased 7 percent from the first six months of 2017.~~

·~~Liquids production totaled 2.2 million barrels per day, down 87,000 barrels per day as lower volumes from decline, divestments and entitlements, were partially offset by growth in North America.~~

·~~Natural gas production was 9.3 billion cubic feet per day, down 1,090 million cubic feet per day driven by lower volumes from downtime, decline and entitlements.~~
·
Realizations reduced earnings by $760 million, mainly due to lower liquids realizations.
·
Higher volume and mix effects increased earnings by $790 million mainly due to higher liquids volumes.
·
All other items decreased earnings by $430 million as higher expenses and the absence of asset management gains were partly offset by a favorable one-time tax item.
·
U.S. Upstream earnings were $431 million, down $437 million from the prior year.
·
Non-U.S. Upstream earnings were $5,706 million, up $37 million from the prior year.
·
On an oil-equivalent basis, production increased 5 percent from the first six months of 2018.
·
Liquids production totaled 2.4 million barrels per day, up 144,000 barrels per day due to growth and lower downtime, partly offset by decline.
·
Natural gas production was 9.5 billion cubic feet per day, up 199 million cubic feet per day, as growth and lower downtime were partly offset by decline.

17
21

		Second Quarter		First Six Months			Second Quarter		First Six 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)
2017			3,922		4,036
2018						2018		3,647		3,768
	Entitlements - Net Interest		(3)		(3)	Entitlements - Net Interest		-		-
	Entitlements - Price / Spend / Other		(52)		(58)	Entitlements - Price / Spend / Other		20		14
	Quotas		-		-	Quotas		-		-
	Divestments		(68)		(61)	Divestments		(9)		(17)
	Growth / Other		(152)		(146)	Growth / Other		251		180
2018			3,647		3,768
2019						2019		3,909		3,945

(1) Gas converted to oil-equivalent at 6 million cubic feet = 1 thousand barrels.
(1) Natural gas is converted to an oil-equivalent basis at six million cubic feet per one thousand barrels.						(1) Natural gas is converted to an oil-equivalent basis at six million cubic feet per one thousand barrels.

Listed below are descriptions of ExxonMobil’s volumes reconciliation factors which are provided to facilitate understanding of the terms.

Entitlements - Net Interest are changes to ExxonMobil’s share of production volumes caused by non-operational changes to volume-determining factors. These factors consist of net interest changes specified in Production Sharing Contracts (PSCs) which typically occur when cumulative investment returns or production volumes achieve defined thresholds, changes in equity upon achieving pay-out in partner investment carry situations, equity redeterminations as specified in venture agreements, or as a result of the termination or expiry of a concession. Once a net interest change has occurred, it typically will not be reversed by subsequent events, such as lower crude oil prices.

Entitlements - Price, Spend and Other are changes to ExxonMobil’s share of production volumes resulting from temporary changes to non-operational volume-determining factors. These factors include changes in oil and gas prices or spending levels from one period to another. 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. For example, at higher prices, fewer barrels are required for ExxonMobil to recover its costs. These effects generally vary from period to period with field spending patterns or market prices for oil and natural gas. Such factors can also include other temporary changes in net interest as dictated by specific provisions in production agreements.

Quotas are changes in ExxonMobil’s allowable production arising from production constraints imposed by countries which are members of the Organization of the Petroleum Exporting Countries (OPEC). Volumes reported in this category would have been readily producible in the absence of the quota.

Divestments are reductions in ExxonMobil’s production arising from commercial arrangements to fully or partially reduce equity in a field or asset in exchange for financial or other economic consideration.

Growth and Other factors comprise all other operational and non-operational factors not covered by the above definitions that may affect volumes attributable to ExxonMobil. Such factors include, but are not limited to, production enhancements from project and work program activities, acquisitions including additions from asset exchanges, downtime, market demand, natural field decline, and any fiscal or commercial terms that do not affect entitlements.

Second Quarter

First Six Months

2018

2017

2018

2017

(millions of dollars)
Downstream earnings

United States

695

347

1,014

639

Non-U.S.

29

1,038

650

1,862

Total

724

1,385

1,664

2,501

				Second Quarter		First Six Months
				2019	2018	2019	2018
			(millions of dollars)
Downstream earnings
	United States			310	695	149	1,014
	Non-U.S.			141	29	46	650
		Total		451	724	195	1,664

Downstream earnings were ~~$724~~$451 million in the second quarter of ~~2018,~~2019, down ~~$661~~$273 million from the second quarter of ~~2017.~~2018.

·	Margins reduced earnings by $240 million, mainly due to lower Non-U.S. margins.
·	Lower volume and mix effects decreased earnings by $60 million.
·	All other items increased earnings by $30 million as favorable foreign exchange effects were partly offset by higher expenses.
·	U.S. Downstream earnings were $310 million, down $385 million from the prior year quarter.
·	Non-U.S. Downstream earnings were $141 million, up $112 million from the prior year quarter.
·	Petroleum product sales of 5.4 million barrels per day were 94,000 barrels per day lower than the prior year quarter.

·~~Margins increased earnings by $260 million, as higher U.S. margins were partially offset by lower Non‑U.S. margins.~~

·~~Lower volume and mix effects decreased earnings by $210 million, primarily due to downtime and maintenance.~~

·All other items decreased earnings by $710 million, including unfavorable foreign exchange impacts of $240 million, lower divestment gains of $130 million, and other unfavorable impacts of $340 million.

·~~U.S.~~ Downstream earnings were ~~$695 million, up $348 million from the prior year quarter.~~

·~~Non‑U.S. Downstream earnings were $29 million, down $1,009 million from the prior year quarter.~~

·~~Petroleum product sales of 5.5 million barrels per day were 56,000 barrels per day lower than the prior year quarter.~~

~~Downstream earnings were $1,664~~$195 million in the first six months of ~~2018,~~2019, down ~~$837~~$1,469 million from the first six months of ~~2017.~~2018.

·~~Margins increased earnings by $230 million, as higher U.S. margins were partially offset by lower Non-U.S. margins.~~

·~~Lower volume and mix effects decreased earnings by $270 million, primarily due to downtime and maintenance.~~

·All other items decreased earnings by $800 million, including unfavorable foreign exchange impacts of $220 million, lower divestment gains of $220 million, and other unfavorable impacts of $360 million.

·
·
Margins reduced earnings by $1,100 million, reflecting lower U.S. and Non-U.S. margins.
·
Lower volume and mix effects decreased earnings by $70 million.
·
All other items reduced earnings by $300 million as higher expenses were partly offset by favorable foreign exchange effects.
·
U.S. Downstream earnings were $149 million, down $865 million from the prior year.
·
Non-U.S. Downstream earnings were $46 million, down $604 million from the prior year.
·
Petroleum product sales of 5.4 million barrels per day were 55,000 barrels per day lower than the prior year.

				Second Quarter		First Six Months
				2019	2018	2019	2018
			(millions of dollars)
Chemical earnings
	United States			(6)	453	155	956
	Non-U.S.			194	437	551	945
		Total		188	890	706	1,901

Chemical earnings were ~~$1,014~~$188 million ~~up $375~~in the second quarter of 2019, down $702 million from the second quarter of 2018.

·	Weaker margins reduced earnings by $440 million.
·	Volume and mix effects increased earnings by $10 million.
·	All other items decreased earnings by $270 million mainly due to higher expenses.
·	U.S. Chemical earnings were ($6) million, down $459 million from the prior year quarter.
·	Non-U.S. Chemical earnings were $194 million, down $243 million from the prior year quarter.
·	Second quarter prime product sales of 6.7 million metric tons were 153,000 metric tons lower than the prior year quarter.

Chemical earnings were $706 million in the first six months of 2019, down $1,195 million from the first six months of ~~prior year.~~2018.

·	Weaker margins reduced earnings by $810 million.
·	Volume and mix effects increased earnings by $90 million.
·	All other items decreased earnings by $480 million due to higher expenses and unfavorable foreign exchange effects.
·	U.S. Chemical earnings were $155 million, down $801 million from the prior year.
·	Non-U.S. Chemical earnings were $551 million, down $394 million from the prior year.
·	Prime product sales of 13.5 million metric tons in the first six months of 2019 were 49,000 metric tons lower than the first six months of the prior year.

		Second Quarter		First Six Months
		2019	2018	2019	2018
	(millions of dollars)

Corporate and financing earnings		(770)	(704)	(1,558)	(1,502)

·~~Non-U.S. Downstream earnings~~Corporate and financing expenses were ~~$650~~$770 million ~~down $1,212~~for the second quarter of 2019, up $66 million from the second quarter of 2018.

Corporate and financing expenses were $1,558 million for the first six months of 2019, up $56 million from the first six months of ~~prior year.~~

·~~Petroleum product sales of 5.5 million barrels per day were 10,000 barrels per day lower than the first six months of prior year.~~

2018.

Second Quarter

First Six Months

2018

2017

2018

2017

(millions of dollars)
Chemical earnings

United States

453

481

956

1,010

Non-U.S.

437

504

945

1,146

Total

890

985

1,901

2,156

LIQUIDITY AND CAPITAL RESOURCES

				Second Quarter		First Six Months
				2019	2018	2019	2018
			(millions of dollars)
Net cash provided by/(used in)
	Operating activities					14,285	16,299
	Investing activities					(12,670)	(6,955)
	Financing activities					(496)	(8,986)
Effect of exchange rate changes						52	(105)
Increase/(decrease) in cash and cash equivalents						1,171	253

Cash and cash equivalents (at end of period)						4,213	3,430

Cash flow from operations and asset sales
	Net cash provided by operating activities (U.S. GAAP)			5,947	7,780	14,285	16,299
	Proceeds associated with sales of subsidiaries, property,
		plant & equipment, and sales and returns of investments		33	307	140	1,748
	Cash flow from operations and asset sales			5,980	8,087	14,425	18,047

~~Chemical earnings of $890 million in the second quarter of 2018, were $95 million lower than the second quarter of 2017.~~

·~~Weaker margins decreased earnings by $210 million.~~

·~~Volume and mix effects increased earnings by $120 million.~~

·~~All other items decreased earnings by $10 million, as higher expenses were partially offset by favorable foreign exchange impacts.~~

·~~U.S. Chemical earnings were $453 million, down $28 million from the prior year quarter.~~

·~~Non‑U.S. Chemical earnings were $437 million, down $67 million from the prior year quarter.~~

·~~Second quarter prime product sales of 6.9 million metric tons were 732,000 metric tons higher than the prior year quarter due to project growth and acquisitions.~~

~~Chemical earnings were $1,901 million in the first six months of 2018, down $255 million from the first six months of 2017.~~

·~~Weaker margins decreased earnings by $460 million.~~

·~~Volume and mix effects increased earnings by $220 million.~~

·~~All other items decreased earnings by $20 million, as higher expenses were partially offset by favorable foreign exchange and tax impacts.~~

·~~U.S. Chemical earnings were $956 million, down $54 million from the first six months of prior year.~~

·~~Non-U.S. Chemical earnings were $945 million, down $201 million from the first six months of prior year.~~

·~~Prime product sales of 13.5 million metric tons in the first six months were 1.3 million metric tons higher than the first six months of prior year due to project growth and acquisitions.~~

Second Quarter

First Six Months

2018

2017

2018

2017

(millions of dollars)

Corporate and financing earnings

(704)

(204)

(1,502)

(733)

Corporate and financing expenses were $704 million for the second quarter of 2018, up $500 million from the second quarter of 2017, mainly due to the absence of favorable tax items, the impact of a lower U.S. tax rate, and higher pension-related costs.

Corporate and financing expenses were $1,502 million in the first six months of 2018, up $769 million from the first six months of 2017, mainly due to the absence of favorable tax items, the impact of a lower U.S. tax rate, and higher pension and financing related costs.

LIQUIDITY AND CAPITAL RESOURCES

Second Quarter

First Six Months

2018

2017

2018

2017

(millions of dollars)
Net cash provided by/(used in)

Operating activities

16,299

15,120

Investing activities

(6,955)

(6,639)

Financing activities

(8,986)

(8,305)
Effect of exchange rate changes

(105)

209
Increase/(decrease) in cash and cash equivalents

253

385

Cash and cash equivalents (at end of period)

3,430

4,042

Cash flow from operations and asset sales

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

7,780

6,947

16,299

15,120

Proceeds associated with sales of subsidiaries, property,

plant & equipment, and sales and returns of investments

307

154

1,748

841

Cash flow from operations and asset sales

8,087

7,101

18,047

15,961

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 ~~2018~~2019 was ~~$8.1~~$6.0 billion, including asset sales of ~~$0.3 billion, an increase~~$33 million, a decrease of ~~$1.0~~$2.1 billion from the comparable ~~2017~~2018 period primarily reflecting ~~higher earnings.~~lower earnings and asset sale proceeds.

Cash provided by operating activities totaled ~~$16.3~~$14.3 billion for the first six months of ~~2018, $1.2~~2019, $2.0 billion ~~higher~~lower than ~~2017.~~2018. The major source of funds was net income including noncontrolling interests of ~~$8.8~~$5.8 billion, ~~an increase~~a decrease of ~~$1.4~~$3.0 billion from the prior year period. The adjustment for the noncash provision of ~~$9.1~~$9.2 billion for depreciation and depletion was ~~down~~up $0.1 billion from ~~2017.~~2018. Changes in operational working capital ~~reduced cash flows by~~contributed $1.0 billion, compared to a decrease of ~~$0.2~~$1.0 billion in the prior year period. All other items net decreased cash flows by ~~$0.5~~$1.7 billion in ~~2018~~2019 versus a reduction of ~~$1.2~~$0.5 billion in ~~2017.~~2018. See the Condensed Consolidated Statement of Cash Flows for additional details.

Investing activities for the first six months of ~~2018~~2019 used net cash of ~~$7.0~~$12.7 billion, an increase of ~~$0.3~~$5.7 billion compared to the prior year. Spending for additions to property, plant and equipment of ~~$8.3~~$11.4 billion was ~~$2.3~~$3.1 billion higher than ~~2017.~~2018. Proceeds from asset sales of ~~$1.7~~$0.1 billion ~~increased $0.9~~decreased $1.6 billion. Investments and advances ~~decreased $1.1~~increased $1.0 billion principally reflecting the absence of the deposit into escrow of the maximum potential contingent consideration payable as a result of the acquisition of InterOil Corporation in 2017. This was partly offset by cash outflows in 2018 related to ~~the acquisition of a Downstream business in Indonesia.~~$1.7 billion.

Cash flow from operations and asset sales in the first six months of ~~2018~~2019 was ~~$18.0~~$14.4 billion, including asset sales of ~~$1.7~~$0.1 billion, ~~an increase~~a decrease of ~~$2.1~~$3.6 billion from the comparable ~~2017~~2018 period primarily reflecting ~~higher~~lower earnings and ~~increased~~ asset sale proceeds.

Net cash used by financing activities was ~~$9.0~~$0.5 billion in the first six months of ~~2018, an increase~~2019, a decrease of ~~$0.7~~$8.5 billion from ~~2017.~~2018. The net ~~reduction in short and long term~~addition to short-term debt was ~~$1.4~~$7.3 billion compared to ~~$1.2~~a net reduction of $1.4 billion in ~~2017.~~2018.

During the first six months of ~~2018,~~2019, Exxon Mobil Corporation purchased 5 million shares of its common stock for the treasury at a gross cost of $0.4 billion. These purchases were made to offset shares or units settled in shares issued in conjunction with the company’s benefit plans and programs. Shares outstanding decreased from ~~4,239~~4,237 million at year-end to ~~4,234~~4,231 million at the end of the second quarter of ~~2018.~~2019. Purchases may be made both in the open market and through negotiated transactions, and may be increased, decreased or discontinued at any time without prior notice.

The Corporation distributed a total of ~~$6.8~~$7.2 billion to shareholders in the first six months of ~~2018~~2019 through dividends.

Total cash and cash equivalents of ~~$3.4~~$4.2 billion at the end of the second quarter of ~~2018~~2019 compared to ~~$3.2~~$3.0 billion at year-end ~~2017.~~2018.

Total debt at the end of the second quarter of ~~2018~~2019 was ~~$41.2~~$45.2 billion compared to ~~$42.3~~$37.8 billion at year-end ~~2017.~~2018. The Corporation's debt to total capital ratio was ~~17.6~~18.5 percent at the end of the second quarter of ~~2018~~2019 compared to ~~17.9~~16.0 percent at year-end ~~2017.~~2018.

The Corporation has access to significant capacity of long-term and short-term liquidity. Internally generated funds are generally expected to cover financial requirements, supplemented by short-term and long-term debt as required.

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 3 to the unaudited condensed consolidated financial statements.

TAXES	TAXES											TAXES

				Second Quarter				First Six Months							Second Quarter				First Six Months
				2018		2017		2018		2017					2019		2018		2019		2018
			(millions of dollars)											(millions of dollars)

Income taxes	Income taxes			2,526		892		4,983		2,720		Income taxes			1,241		2,526		3,124		4,983
	Effective income tax rate			44	%	31	%	42	%	35	%	Effective income tax rate			34	%	44	%	44	%	42	%
Total other taxes and duties (1)	Total other taxes and duties (1)			9,003		7,960		17,818		15,589		Total other taxes and duties (1)			8,366		9,003		16,453		17,818
		Total		11,529		8,852		22,801		18,309			Total		9,607		11,529		19,577		22,801

(1) Includes “Other taxes and duties” plus taxes that are included in “Production and manufacturing expenses” and “Selling, general and administrative expenses.”

Total taxes were ~~$11.5~~$9.6 billion for the second quarter of ~~2018, an increase~~2019, a decrease of ~~$2.7~~$1.9 billion from ~~2017.~~2018. Income tax expense ~~increased~~decreased by ~~$1.6~~$1.3 billion to ~~$2.5~~$1.2 billion reflecting ~~higher~~lower pre-tax income. The effective income tax rate was 34 percent compared to 44 percent in the prior year period due to favorable one-time tax items. Total other taxes and duties decreased by $0.6 billion to $8.4 billion.

Total taxes were $19.6 billion for the first six months of 2019, a decrease of $3.2 billion from 2018. Income tax expense decreased by $1.9 billion to $3.1 billion reflecting lower pre-tax income. The effective income tax rate was 44 percent compared to 31 percent in the prior year period. This increase mainly reflects the absence of favorable one-time tax items and a higher share of earnings in higher tax jurisdictions. Total other taxes and duties increased by $1.0 billion to $9.0 billion.

Total taxes were $22.8 billion for the first six months of 2018, an increase of $4.5 billion from 2017. Income tax expense increased by $2.3 billion to $5.0 billion reflecting higher pre-tax income. The effective income tax rate was 42 ~~percent compared to 35~~ percent in the prior year period due to a higher share of earnings in higher tax jurisdictions. Total other taxes and duties ~~increased~~decreased by ~~$2.2~~$1.4 billion to ~~$17.8~~$16.5 billion.

During the first six months of 2018, there were no significant changes to the Corporation’s reasonable estimates of the income tax effects reflected in 2017 for the changes in tax law and tax rate from the enactment of the U.S. Tax Cuts and Jobs Act and following guidance outlined in the SEC Staff Accounting Bulletin No. 118. The impact of tax law changes on the Corporation’s financial statements could differ from its estimates due to further analysis of the new law, regulatory guidance, technical corrections legislation, guidance under U.S. GAAP, or other considerations. If significant changes occur, the Corporation will provide updated information in connection with future regulatory filings.

In the United States, the Corporation has various ongoing U.S. federal income tax positions at issue with the Internal Revenue Service (IRS) for tax years beginning in 2006. The IRS has asserted penalties associated with several of those positions. The Corporation has not recognized the penalties as an expense because the Corporation does not expect the penalties to be sustained under applicable law. The Corporation has filed a refund suit for tax years 2006-2009 in a U.S. federal district court with respect to the positions at issue for those years. The trial for those tax issues was completed at the end of June and the Corporation is awaiting a decision. Unfavorable resolution of all positions at issue with the IRS would not have a materially adverse effect on the Corporation’s net income or liquidity.

CAPITAL AND EXPLORATION EXPENDITURES

��

Second Quarter

First Six Months

2018

2017

2018

2017

(millions of dollars)

Upstream (including exploration expenses)

4,855

2,786

8,614

5,905

Downstream

1,230

586

1,844

1,131

Chemical

533

535

998

1,032

Other

9

18

38

26

Total

6,627

3,925

11,494

8,094

CAPITAL AND EXPLORATION EXPENDITURES

			Second Quarter		First Six Months
			2019	2018	2019	2018
		(millions of dollars)

Upstream (including exploration expenses)			6,242	4,855	11,603	8,614
Downstream			1,113	1,230	1,942	1,844
Chemical			718	533	1,414	998
Other			6	9	10	38
	Total		8,079	6,627	14,969	11,494

Capital and exploration expenditures in the second quarter of ~~2018~~2019 were ~~$6.6~~$8.1 billion, up 6922 percent from the second quarter of ~~2017.~~2018.

Capital and exploration expenditures in the first six months of ~~2018~~2019 were ~~$11.5~~$15.0 billion, up 4230 percent from the first six months of ~~2017~~2018 due primarily to ~~increased~~growth in the U.S. ~~drilling activity.~~Permian Basin. The Corporation anticipates an investment level of ~~$24~~approximately $30 billion in ~~2018.~~2019. Actual spending could vary depending on the progress of individual projects and property acquisitions.

In 2013 and 2014, the Corporation and Rosneft established various entities to conduct exploration and research activities. In 2014, the European Union and United States imposed sanctions relating to the Russian energy sector. ExxonMobil continues to comply with all sanctions and regulatory licenses applicable to its affiliates’ investments in the Russian Federation. See Part II. Other Information, Item 1. Legal Proceedings in this report for information concerning a civil penalty assessment related to this matter which the Corporation is contesting. The Corporation withdrew from the aforementioned joint ventures with Rosneft, effective April 30, 2018.

The Groningen field is operated by Nederlandse Aardolie Maatschappij (NAM), a Netherlands company owned 50 percent by affiliates of the Corporation. NAM has a 60 percent interest in the Groningen field. On March 29, 2018, the Dutch Cabinet notified Parliament of its intention to further reduce previously legislated Groningen gas extraction in response to seismic events over the last several years. Affiliates of the Corporation and their partners have actively been in discussions with the government on the associated implementation measures which resulted in a signed Heads of Agreement (HoA – agreement on principles) on June 25, 2018. The HoA stipulates that additional agreements must be negotiated which will define further details, and the parties will endeavor to execute them by the end of September. In anticipation of a lower production outlook, the Corporation has reduced its estimate of proved reserves by 0.8 billion oil-equivalent barrels. In addition, the seismic activity has yielded various claims. Where losses are probable and reasonably estimable, liabilities have been recorded. The Corporation does not expect these matters to have a material effect on the Corporation’s operations or financial condition. While the future production profile and other considerations related to the Groningen field could vary depending on a wide variety of factors, reduced gas extraction in the future is expected to result in lower reported production, earnings and cash flows than in recent years for the Corporation’s share of NAM.

RECENTLY ISSUED ACCOUNTING STANDARDS

Effective January 1, ~~2019,~~2020, ExxonMobil will adopt the Financial Accounting Standards Board’s ~~standard,~~ ~~Leases~~update, Financial Instruments – Credit Losses (Topic ~~842)~~326), as amended. The standard requires ~~all leases with an initial term greater than one year to~~a valuation allowance for credit losses be ~~recorded on~~recognized for certain financial assets that reflects the ~~balance sheet as a right~~current expected credit loss over the asset’s contractual life. The valuation allowance considers the risk of ~~use asset~~loss, even if remote, and ~~a lease liability.~~considers past events, current conditions and expectations of the future. The Corporation ~~acquired lease accounting software to facilitate implementation,~~is evaluating the standard and is currently installing, configuring and testing the software. Based on leases outstanding at the end of 2017, the Corporation estimates the operating lease right of use asset and lease liability would have been in the range of $4 billion to $5 billion at that time. Theits effect on the Corporation’s ~~balance sheet as a result~~financial statements.

FORWARD-LOOKING STATEMENTS

Statements related to outlooks, projections, goals, targets, descriptions of implementing the standard on January 1, 2019, could differ considerably depending on operating leases commenced in 2018 as well as interest rates and other factors such as the expiry or renewal of leases ~~during the year.~~

~~FORWARD-LOOKING STATEMENTS~~

~~Statements relating to future~~strategic plans and objectives, ~~projections,~~and other statements of future events or conditions are forward-looking statements. ~~Future~~Actual future results, including business and project plans, capacities, costs, ~~timing,~~ and ~~capacities; business growth; integration benefits;~~timing; resource ~~recoveries;~~recoveries and production rates; and the impact of new ~~technologies;~~technologies, including to increase capital efficiency and ~~share purchase levels,~~production and to reduce greenhouse gas emissions, could differ materially due to a number of factors. These include global or regional changes in supply and demand for oil, gas, orand petrochemicals orand other market conditions ~~affecting~~that impact prices and differentials; reservoir performance; the ~~oil, gas~~outcome of exploration projects and ~~petrochemical industries; reservoir performance;~~ timely completion of ~~new~~development and construction projects; the impact of fiscal and commercial terms and the outcome of commercial ~~negotiations;~~negotiations or acquisitions; changes in law, taxes, or ~~government~~ regulation including environmental regulations, and timely granting of governmental permits; war, shipping blockades or harassment, and other political or security disturbances; the actions of competitors; the capture of efficiencies between business lines; unforeseen technical or operating difficulties; unexpected technological developments; the ability to bring new technologies to commercial scale on a cost-competitive basis, including large-scale hydraulic fracturing projects; general economic conditions including the occurrence and duration of economic recessions; the results of research programs; and other factors discussed under the heading Factors Affecting Future Results on the Investors page of our website at www.exxonmobil.com and in Item 1A of ~~ExxonMobil's 2017~~ExxonMobil’s 2018 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 months ended June 30, ~~2018,~~2019, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for ~~2017.~~2018.

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 30, ~~2018.~~2019. 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.

24
28

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As ~~last~~ reported in the Corporation’s Form ~~10-K~~10-Q for ~~2017,~~the first quarter of 2018, on ~~June 20, 2017,~~January 25, 2018, ExxonMobil Oil Corporation (EMOC) received a letter setting forth a potential settlement of a previously issued notice of violation from the ~~United States Department~~South Coast Air Quality Management District (SCAQMD) regarding EMOC’s formerly owned Torrance Refinery in California. The SCAQMD contended that the refinery failed to adequately identify and meet the requirements concerning pumps, sumps and other equipment subject to SCAQMD leak detection, repair and reporting requirements over an extended period of ~~Justice (DOJ)~~time prior to EMOC’s sale of the refinery, in violation of SCAQMD rules and the ~~United States Environmental Protection Agency (EPA) notified XTO Energy Inc. (XTO) concerning alleged violations of the Clean Air Act~~California Health and ~~the Fort Berthold Indian Reservation Federal Implementation Plan regarding the alleged failure of vapor control systems to properly route tank vapors to control devices at well pads~~Safety Code provisions dealing with air quality. On May 6, 2019, SCAQMD and ~~tank farms~~EMOC agreed on ~~the Fort Berthold Indian Reservation. In January 2018, XTO, the DOJ and the EPA agreed to the terms of a Consent Decree concerning those alleged violations. XTO has agreed to pay~~ a penalty of ~~$320,000, install automatic tank gauging~~$165,000 to resolve the matter, and EMOC has paid the penalty.

As reported in the Corporation’s Form 10-Q for the first quarter of 2019, on ~~30 well sites,~~March 20, 2019, the State of California Air Resources Board (CARB) informed EMOC of its intention to attempt to settle an enforcement matter involving the formerly owned Torrance Refinery in California under the California Health and ~~monitor~~Safety Code. Specifically, CARB contended that the refinery failed to timely calibrate and ~~report emissions for three years. The executed Consent Decree was approved~~inspect a greenhouse gas reporting meter as required by the ~~United States Federal District Court for~~applicable regulations and to accurately report greenhouse gas emissions from refinery operations in 2014 and 2015 in a manner consistent with applicable regulations. The alleged violations have been corrected. On or about June 7, 2019, CARB and EMOC agreed on a penalty of $493,500 to resolve the ~~District of North Dakota – Western Division, in Bismarck, North Dakota, on July 10, 2018.~~matter. The settlement agreement has been executed by EMOC, and the company is awaiting execution by CARB.

AsIn a matter last reported in the Corporation’s Form 10-Q for ~~the third~~first quarter of ~~2017,~~2019, the ~~company agreed~~U.S. Department of Justice (DOJ) and U.S. Environmental Protection Agency (EPA) filed a complaint and proposed consent decree on March 6, 2019, to settle a pending enforcement action with ~~the DOJ and the EPA to resolve claims of non-compliance with~~EMOC regarding alleged violations at EMOC’s Beaumont Refinery in Texas under the Clean Air Act and various sections of the EPA’s Chemical Accident Prevention Provisions. The DOJ and EPA had contended that EMOC failed to identify hazards, failed to design and maintain a safe facility, and failed to mitigate the consequences of a claimed accidental release related to ~~flaring at its eight U.S. chemical facilities with flares. The~~a flash fire that occurred on April 17, 2013. Additionally, based on an on-site inspection in 2013, the DOJ and EPA ~~alleged the sites~~claim that EMOC failed to ~~properly operate~~include all covered processes in its risk management program and ~~monitor flares. The company reached~~failed to inspect certain process equipment in a ~~settlement agreement with the DOJ, the EPA and the Louisiana Department of Environmental Quality to resolve these claims. The complaint and the consent decree were filed in~~timely fashion. On May 3, 2019, the U.S. District Court for the ~~Southern~~Eastern District of Texas, ~~on October 31, 2017,~~Beaumont Division, accepted and ~~became effective June 6, 2018. The company paid~~entered final judgment upon a ~~total penalty of $2,500,000, and~~Consent Decree whereby the parties agreed to ~~pay $2,572,000 to fund supplemental environmental projects. The company has also agreed to make investments in new equipment at the facilities.~~

On May 24, 2018, the State of Ohio Department of Natural Resources, Division of Oil & Gas Resources Management (ODNR) notified XTO of its interest in settling possible enforcement of alleged violations by XTO of the Ohio Revised Code, Ohio Administrative Code, and implementing regulations arising out of the Schnegg well incident in Belmont County, Ohio, in early 2018. The ODNR alleges the following violations by XTO: (1) causing brine to be discharged and contact the ground and/or surface water; (2) failure to place cement in the casing string per Ohio codes; (3) allowing a well to flow gas uncontrolled; (4) failure to construct, drill and operate a well in the manner as permitted and planned; and (5) failure to notify ODNR upon discovery the well had sustained annular pressure above the prescribed pressure. The ODNR is seeking a civil penalty ~~in excess~~ of ~~$100,000 as well as injunctive relief,~~$616,000, payment of $730,000 to a Supplemental Environmental Project (SEP), and ~~XTO is working with the state~~additional corrective actions to resolve the matter.

Also relating to the Schnegg well incident, on May 25, 2018, the State of Ohio Environmental Protection Agency (OEPA) notified XTO of its interest in settling possible enforcement of alleged violations by XTO Payment of the ~~Ohio Revised Code~~penalty was made on or about May 13, 2019, and ~~implementing regulations, including but not limited to: (1) failure~~completion of the SEP is planned for the second quarter of 2020.

As most recently reported in the Corporation’s Form 10-Q for the first quarter of 2019, the DOJ contacted ExxonMobil Pipeline Company (EMPCo) concerning possible civil charges under the Clean Water Act arising in connection with the July 1, 2011, discharge of crude oil into the Yellowstone River from EMPCo’s Silvertip Pipeline near Laurel, Montana. In March 2019, EMPCo reached an agreement with the DOJ on a Consent Decree to ~~maintain~~resolve the matter. On June 4, 2019, the Consent Decree was entered by the U.S. District Court in the District of Montana, and operate its facility in a manner using good pollution control practices; (2) failure to provide a malfunction report; (3) failure to complete and properly report quarterly inspections; and (4) failure to submit site-specific work practice plans within applicable time limits. The OEPA is seekingon or about July 2, 2019, EMPCo paid a civil penalty to the United States in ~~excess~~the amount of ~~$100,000 as well as injunctive relief, and XTO is working with the state to resolve the matter.~~$1.05 million.

As last reported in the Corporation’s Form 10-Q for the first quarter of ~~2018,~~2019, on July 20, 2017, the United States Department of Treasury, Office of Foreign Assets Control (OFAC) assessed a civil penalty against Exxon Mobil Corporation, ExxonMobil Development Company and ExxonMobil Oil Corporation for violating the Ukraine-Related Sanctions Regulations, 31 C.F.R. part 589. The assessed civil penalty is in the amount of $2,000,000. ExxonMobil and its affiliates have been and continue to be in compliance with all sanctions and disagree that any violation has occurred. ExxonMobil and its affiliates filed a complaint on July 20, 2017, in the United States Federal District Court, Northern District of Texas seeking judicial review of, and to enjoin, the civil penalty under the Administrative Procedures Act and the United States Constitution, including on the basis that it represents an arbitrary and capricious action by OFAC and a violation of the Company’s due process rights.

Refer to the relevant portions of Note 3 of this Quarterly Report on Form 10-Q for further information on legal proceedings.

25
29

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

Issuer Purchase of Equity Securities for Quarter Ended June 30, ~~2018~~2019

				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 ~~2018~~2019		-	-	-
May ~~2018~~2019		-	-	-
June ~~2018~~2019		-	-	-
	Total	-		-	(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 earnings release dated February 2, 2016, the Corporation stated it will continue to acquire shares to offset dilution in conjunction with benefit plans and programs, but had suspended making purchases to reduce shares outstanding effective beginning the first quarter of 2016.

Item 6. Exhibits

See Index to Exhibits of this report.

26
30

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.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

27
31

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, 2018~~ 7, 2019	By:	/s/ DAVID S. ROSENTHAL
		David S. Rosenthal
		Vice President, Controller and
		Principal Accounting Officer

28
32

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

		Name of Each Exchange
Title of Each Class	Trading Symbol	on Which Registered
Common Stock, without par value	XOM	New York Stock Exchange

Large accelerated filer	☑	Accelerated filer	☐
~~Non-accelerated filer~~	☐	~~Smaller reporting company~~	☐
Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

Class		Outstanding as of June 30, ~~2018~~2019
Common stock, without par value		~~4,233,810,348~~ 4,231,106,294

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

Condensed Consolidated Statement of Income Three and six months ended June 30, ~~2018~~2019 and ~~2017~~ 2018	3

Condensed Consolidated Statement of Comprehensive Income Three and six months ended June 30, ~~2018~~2019 and ~~2017~~ 2018	4

Condensed Consolidated Balance Sheet As of June 30, ~~2018~~2019 and December 31, ~~2017~~2018	5

Condensed Consolidated Statement of Cash Flows Six months ended June 30, ~~2018~~2019 and ~~2017~~ 2018	6

Condensed Consolidated Statement of Changes in Equity Three months ended June 30, 2019 and 2018	7

Condensed Consolidated Statement of Changes in Equity Six months ended June 30, ~~2018~~2019 and ~~2017~~ 2018	78

Notes to Condensed Consolidated Financial Statements	89

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations	1620

Item 3.Quantitative and Qualitative Disclosures About Market Risk	2428
~~Item 4. Controls and Procedures~~	24
Item 4.Controls and Procedures	28


PART II. OTHER INFORMATION
Item 1.Legal Proceedings	2529

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	2630
~~Item 6. Exhibits~~	26
~~Index to~~ Item 6.Exhibits	2730
~~Signature~~	28
Index to Exhibits	31

Signature	32

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		Six Months Ended
			June 30,		June 30,				June 30,		June 30,
			2018	2017	2018	2017			2019	2018	2019	2018
Revenues and other income	Revenues and other income						Revenues and other income
	Sales and other operating revenue		71,456	56,026	136,892	112,500	Sales and other operating revenue		67,491	71,456	129,137	136,892
	Income from equity affiliates		1,729	1,525	3,639	3,235	Income from equity affiliates		1,359	1,729	3,068	3,639
	Other income		316	526	1,181	1,013	Other income		241	316	511	1,181
		Total revenues and other income	73,501	58,077	141,712	116,748		Total revenues and other income	69,091	73,501	132,716	141,712
Costs and other deductions	Costs and other deductions						Costs and other deductions
	Crude oil and product purchases		41,327	30,194	77,615	60,553	Crude oil and product purchases		38,942	41,327	73,743	77,615
	Production and manufacturing expenses		8,918	8,060	17,409	15,626	Production and manufacturing expenses		9,522	8,918	18,492	17,409
	Selling, general and administrative expenses		2,993	2,556	5,740	5,061	Selling, general and administrative expenses		2,827	2,993	5,597	5,740
	Depreciation and depletion		4,589	4,652	9,059	9,171	Depreciation and depletion		4,631	4,589	9,202	9,059
	Exploration expenses, including dry holes		332	514	619	803	Exploration expenses, including dry holes		333	332	613	619
	Non-service pension and postretirement benefit expense		308	419	645	792	Non-service pension and postretirement benefit expense		313	308	671	645
	Interest expense		147	158	351	304	Interest expense		216	147	397	351
	Other taxes and duties		8,375	7,368	16,522	14,364	Other taxes and duties		7,675	8,375	15,080	16,522
		Total costs and other deductions	66,989	53,921	127,960	106,674		Total costs and other deductions	64,459	66,989	123,795	127,960
Income before income taxes	Income before income taxes		6,512	4,156	13,752	10,074	Income before income taxes		4,632	6,512	8,921	13,752
	Income taxes		2,526	892	4,983	2,720	Income taxes		1,241	2,526	3,124	4,983
Net income including noncontrolling interests	Net income including noncontrolling interests		3,986	3,264	8,769	7,354	Net income including noncontrolling interests		3,391	3,986	5,797	8,769
	Net income attributable to noncontrolling interests		36	(86)	169	(6)	Net income attributable to noncontrolling interests		261	36	317	169
Net income attributable to ExxonMobil	Net income attributable to ExxonMobil		3,950	3,350	8,600	7,360	Net income attributable to ExxonMobil		3,130	3,950	5,480	8,600


Earnings per common share (dollars)	Earnings per common share (dollars)		0.92	0.78	2.01	1.73	Earnings per common share (dollars)		0.73	0.92	1.28	2.01

Earnings per common share - assuming dilution (dollars)	Earnings per common share - assuming dilution (dollars)		0.92	0.78	2.01	1.73	Earnings per common share - assuming dilution (dollars)		0.73	0.92	1.28	2.01


Dividends per common share (dollars)			0.82	0.77	1.59	1.52

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

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

Balance as of December 31, 2016				12,157		407,831			(22,239)		(230,424)		167,325		6,505		173,830
	Amortization of stock-based awards			467		-			-		-		467		-		467
	Other			(85)		-			-		-		(85)		(53)		(138)
	Net income for the period			-		7,360			-		-		7,360		(6)		7,354
	Dividends			-		(6,423)			-		-		(6,423)		(91)		(6,514)
	Other comprehensive income			-		-			3,337		-		3,337		334		3,671
	Acquisitions, at cost			-		-			-		(595)		(595)		(29)		(624)
	Issued for acquisitions			2,078		-			-		5,711		7,789		-		7,789
	Dispositions			-		-			-		3		3		-		3
Balance as of June 30, 2017				14,617		408,768			(18,902)		(225,305)		179,178		6,660		185,838

Balance as of December 31, 2017				14,656		414,540			(16,262)		(225,246)		187,688		6,812		194,500
	Amortization of stock-based awards			436		-			-		-		436		-		436
	Other			(6)		-			-		-		(6)		(7)		(13)
	Net income for the period			-		8,600			-		-		8,600		169		8,769
	Dividends			-		(6,793)			-		-		(6,793)		(135)		(6,928)
	Cumulative effect of accounting
		change		-		71			(39)		-		32		15		47
	Other comprehensive income			-		-			(2,308)		-		(2,308)		(275)		(2,583)
	Acquisitions, at cost			-		-			-		(429)		(429)		(268)		(697)
	Dispositions			-		-			-		2		2		-		2
Balance as of June 30, 2018				15,086		416,418			(18,609)		(225,673)		187,222		6,311		193,533



			Six Months Ended June 30, 2018									Six Months Ended June 30, 2017
					Held in									Held in
	Common Stock Share Activity		Issued		Treasury			Outstanding				Issued		Treasury		Outstanding
			(millions of shares)									(millions of shares)

	Balance as of December 31			8,019		(3,780)			4,239				8,019		(3,871)		4,148
		Acquisitions		-		(5)			(5)				-		(7)		(7)
		Issued for acquisitions		-		-			-				-		96		96
		Dispositions		-		-			-				-		-		-
	Balance as of June 30			8,019		(3,785)			4,234				8,019		(3,782)		4,237

	Three Months Ended			Six Months Ended
	June 30, 2017			June 30, 2017
	As Reported	Change	As Adjusted	As Reported	Change	As Adjusted
	(millions of dollars)

Production and manufacturing expenses	8,407	(347)	8,060	16,252	(626)	15,626
Selling, general and administrative expenses	2,628	(72)	2,556	5,227	(166)	5,061
Non-service pension and postretirement benefit expense	-	419	419	-	792	792

		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, 2016		(14,501)	(7,738)	(22,239)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	2,849	(172)	2,677
Amounts reclassified from accumulated other
	comprehensive income	140	520	660
Total change in accumulated other comprehensive income		2,989	348	3,337
Balance as of June 30, 2017		(11,512)	(7,390)	(18,902)

Balance as of December 31, 2017		(9,482)	(6,780)	(16,262)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	(2,573)	(409)	(2,982)
Amounts reclassified from accumulated other
	comprehensive income	186	449	635
Total change in accumulated other comprehensive income		(2,387)	40	(2,347)
Balance as of June 30, 2018		(11,869)	(6,740)	(18,609)

			Three Months Ended		Six Months Ended
Income Tax (Expense)/Credit For			June 30,		June 30,
Components of Other Comprehensive Income			2018	2017	2018	2017
		(millions of dollars)

Foreign exchange translation adjustment			5	(8)	5	(26)
Postretirement benefits reserves adjustment
	(excluding amortization)		(58)	75	66	80
Amortization and settlement of postretirement benefits reserves
	adjustment included in net periodic benefit costs		(61)	(123)	(144)	(226)
Total			(114)	(56)	(73)	(172)

			At June 30, 2018
			(millions of dollars)

			Carrying	Fair Value
			Value	Level 1	Level 2	Level 3	Total
Assets
	Derivative assets (included in the Balance Sheet line: Other
		current assets)	98	98	-	-	98
	Advances to/receivables from equity companies (included in
		the Balance Sheet line: Investments, advances and
		long-term receivables)	8,828	-	1,774	6,953	8,727
	Other long-term financial assets (included in the Balance
		Sheet lines: Investments, advances and long-term receivables
		and Other assets, including intangibles – net)	1,698	759	-	990	1,749

Liabilities
	Derivative liabilities (included in the Balance Sheet line:
		Accounts payable and accrued liabilities)	240	240	-	-	240
	Long-term debt (excluding capitalized lease obligations)		19,282	19,065	117	4	19,186
	Long-term obligations to equity companies		4,575	-	-	4,646	4,646
	Other long-term financial liabilities (included in the
		Balance Sheet line: Other long-term obligations)	1,088	-	-	1,085	1,085

			June 30,	Dec. 31,
			2018	2017
			(millions of dollars)
Exchange Traded Futures and Swaps
	Assets		98	25
	Liabilities		(240)	(63)
	Collateral receivable/(payable)		189	94
		Total	47	56

Geographic
		Three Months Ended		Six Months Ended
		June 30,		June 30,
Sales and Other Operating Revenue		2018	2017	2018	2017
		(millions of dollars)

United States		25,225	19,623	47,570	39,312
Non-U.S.		46,231	36,403	89,322	73,188
	Total	71,456	56,026	136,892	112,500

Significant Non-U.S. revenue sources include: (1)
	Canada	6,163	4,598	11,538	9,232
	United Kingdom	4,771	4,117	9,443	8,252
	Belgium	4,090	3,321	8,067	6,586
	Singapore	3,458	2,625	6,885	5,376
	France	3,572	2,738	6,817	5,306
	Italy	3,214	2,735	6,368	5,404
	Germany	2,435	2,069	4,666	4,073

·	Realizations reduced earnings by $760 million, mainly due to lower liquids realizations.
·	Higher volume and mix effects increased earnings by $790 million mainly due to higher liquids volumes.
·	All other items decreased earnings by $430 million as higher expenses and the absence of asset management gains were partly offset by a favorable one-time tax item.
·	U.S. Upstream earnings were $431 million, down $437 million from the prior year.
·	Non-U.S. Upstream earnings were $5,706 million, up $37 million from the prior year.
·	On an oil-equivalent basis, production increased 5 percent from the first six months of 2018.
·	Liquids production totaled 2.4 million barrels per day, up 144,000 barrels per day due to growth and lower downtime, partly offset by decline.
·	Natural gas production was 9.5 billion cubic feet per day, up 199 million cubic feet per day, as growth and lower downtime were partly offset by decline.

·	Margins reduced earnings by $1,100 million, reflecting lower U.S. and Non-U.S. margins.
·	Lower volume and mix effects decreased earnings by $70 million.
·	All other items reduced earnings by $300 million as higher expenses were partly offset by favorable foreign exchange effects.
·	U.S. Downstream earnings were $149 million, down $865 million from the prior year.
·	Non-U.S. Downstream earnings were $46 million, down $604 million from the prior year.
·	Petroleum product sales of 5.4 million barrels per day were 55,000 barrels per day lower than the prior year.

LIQUIDITY AND CAPITAL RESOURCES

				Second Quarter		First Six Months
				2018	2017	2018	2017
			(millions of dollars)
Net cash provided by/(used in)
	Operating activities					16,299	15,120
	Investing activities					(6,955)	(6,639)
	Financing activities					(8,986)	(8,305)
Effect of exchange rate changes						(105)	209
Increase/(decrease) in cash and cash equivalents						253	385

Cash and cash equivalents (at end of period)						3,430	4,042

Cash flow from operations and asset sales
	Net cash provided by operating activities (U.S. GAAP)			7,780	6,947	16,299	15,120
	Proceeds associated with sales of subsidiaries, property,
		plant & equipment, and sales and returns of investments		307	154	1,748	841
	Cash flow from operations and asset sales			8,087	7,101	18,047	15,961