UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2018~~2019

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to________

Commission File Number 1-2256

~~EXXON MOBIL CORPORATION~~Exxon Mobil Corporation

(Exact name of registrant as specified in its charter)

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

5959 ~~LAS COLINAS BOULEVARD, IRVING, TEXAS~~ Las Colinas Boulevard, Irving, Texas 75039-2298

(Address of principal executive offices) (Zip Code)

(972) 940-6000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑No ☐

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

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

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Class		Outstanding as of ~~September~~June 30, ~~2018~~2019
Common stock, without par value		~~4,233,807,170~~ 4,231,106,294

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2018~~2019

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements	��

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

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

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

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

Condensed Consolidated Statement of Changes in Equity ~~Nine~~Three months ended ~~September~~June 30, ~~2018~~2019 and ~~2017~~ 2018	7

Condensed Consolidated Statement of Changes in Equity Six months ended June 30, 2019 and 2018	8

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		Nine Months Ended				Three Months Ended		Six Months Ended
			September 30,		September 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		74,187	59,350	211,079	171,850	Sales and other operating revenue		67,491	71,456	129,137	136,892
	Income from equity affiliates		1,960	1,472	5,599	4,707	Income from equity affiliates		1,359	1,729	3,068	3,639
	Other income		458	278	1,639	1,291	Other income		241	316	511	1,181
		Total revenues and other income	76,605	61,100	218,317	177,848		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		41,776	31,432	119,391	91,985	Crude oil and product purchases		38,942	41,327	73,743	77,615
	Production and manufacturing expenses		9,097	7,952	26,506	23,578	Production and manufacturing expenses		9,522	8,918	18,492	17,409
	Selling, general and administrative expenses		2,892	2,632	8,632	7,693	Selling, general and administrative expenses		2,827	2,993	5,597	5,740
	Depreciation and depletion		4,658	4,880	13,717	14,051	Depreciation and depletion		4,631	4,589	9,202	9,059
	Exploration expenses, including dry holes		292	284	911	1,087	Exploration expenses, including dry holes		333	332	613	619
	Non-service pension and postretirement benefit expense		307	475	952	1,267	Non-service pension and postretirement benefit expense		313	308	671	645
	Interest expense		200	111	551	415	Interest expense		216	147	397	351
	Other taxes and duties		8,303	7,751	24,825	22,115	Other taxes and duties		7,675	8,375	15,080	16,522
		Total costs and other deductions	67,525	55,517	195,485	162,191		Total costs and other deductions	64,459	66,989	123,795	127,960
Income before income taxes	Income before income taxes		9,080	5,583	22,832	15,657	Income before income taxes		4,632	6,512	8,921	13,752
	Income taxes		2,634	1,498	7,617	4,218	Income taxes		1,241	2,526	3,124	4,983
Net income including noncontrolling interests	Net income including noncontrolling interests		6,446	4,085	15,215	11,439	Net income including noncontrolling interests		3,391	3,986	5,797	8,769
	Net income attributable to noncontrolling interests		206	115	375	109	Net income attributable to noncontrolling interests		261	36	317	169
Net income attributable to ExxonMobil	Net income attributable to ExxonMobil		6,240	3,970	14,840	11,330	Net income attributable to ExxonMobil		3,130	3,950	5,480	8,600


Earnings per common share (dollars)	Earnings per common share (dollars)		1.46	0.93	3.47	2.66	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)		1.46	0.93	3.47	2.66	Earnings per common share - assuming dilution (dollars)		0.73	0.92	1.28	2.01

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

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

Net income including noncontrolling interests

6,446

4,085

15,215

11,439
Other comprehensive income (net of income taxes)

Foreign exchange translation adjustment

124

2,342

(2,720)

5,424

Adjustment for foreign exchange translation (gain)/loss

included in net income

-

-

186

234

Postretirement benefits reserves adjustment

(excluding amortization)

(3)

(145)

(394)

(329)

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs

223

311

689

850

Total other comprehensive income

344

2,508

(2,239)

6,179
Comprehensive income including noncontrolling interests

6,790

6,593

12,976

17,618

Comprehensive income attributable to

noncontrolling interests

311

372

205

700
Comprehensive income attributable to ExxonMobil

6,479

6,221

12,771

16,918

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

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

Net income including noncontrolling interests				3,391	3,986	5,797	8,769
Other comprehensive income (net of income taxes)
	Foreign exchange translation adjustment			600	(2,040)	1,349	(2,844)
	Adjustment for foreign exchange translation (gain)/loss
			included in net income	-	18	-	186
	Postretirement benefits reserves adjustment
			(excluding amortization)	(34)	43	(60)	(391)
	Amortization and settlement of postretirement benefits reserves
			adjustment included in net periodic benefit costs	141	229	326	466
		Total other comprehensive income		707	(1,750)	1,615	(2,583)
Comprehensive income including noncontrolling interests				4,098	2,236	7,412	6,186
	Comprehensive income attributable to
			noncontrolling interests	391	(97)	573	(106)
Comprehensive income attributable to ExxonMobil				3,707	2,333	6,839	6,292

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

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)

Sept. 30,

Dec. 31,

2018

2017

Assets

Current assets

Cash and cash equivalents

5,669

3,177

Notes and accounts receivable – net

27,880

25,597

Inventories

Crude oil, products and merchandise

14,617

12,871

Materials and supplies

4,144

4,121

Other current assets

1,665

1,368

Total current assets

53,975

47,134

Investments, advances and long-term receivables

40,427

39,160

Property, plant and equipment – net

249,153

252,630

Other assets, including intangibles – net

11,073

9,767

Total assets

354,628

348,691

Liabilities

Current liabilities

Notes and loans payable

19,413

17,930

Accounts payable and accrued liabilities

41,714

36,796

Income taxes payable

4,161

3,045

Total current liabilities

65,288

57,771

Long-term debt

20,624

24,406

Postretirement benefits reserves

21,448

21,132

Deferred income tax liabilities

27,084

26,893

Long-term obligations to equity companies

4,625

4,774

Other long-term obligations

18,728

19,215

Total liabilities

157,797

154,191

Commitments and contingencies (Note 3)

Equity

Common stock without par value

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

15,254

14,656

Earnings reinvested

419,155

414,540

Accumulated other comprehensive income

(18,370)

(16,262)

Common stock held in treasury

(3,785 million shares at September 30, 2018 and

3,780 million shares at December 31, 2017)

(225,674)

(225,246)

ExxonMobil share of equity

190,365

187,688

Noncontrolling interests

6,466

6,812

Total equity

196,831

194,500

Total liabilities and equity

354,628

348,691

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

				June 30,	Dec. 31,
				2019	2018
Assets
	Current assets
		Cash and cash equivalents		4,213	3,042
		Notes and accounts receivable – net		27,132	24,701
		Inventories
			Crude oil, products and merchandise	14,379	14,803
			Materials and supplies	4,456	4,155
		Other current assets		1,563	1,272
			Total current assets	51,743	47,973
	Investments, advances and long-term receivables			42,533	40,790
	Property, plant and equipment – net			250,853	247,101
	Other assets, including intangibles – net			15,600	10,332
			Total assets	360,729	346,196

Liabilities
	Current liabilities
		Notes and loans payable		26,195	17,258
		Accounts payable and accrued liabilities		41,480	37,268
		Income taxes payable		2,612	2,612
			Total current liabilities	70,287	57,138
	Long-term debt			19,001	20,538
	Postretirement benefits reserves			19,822	20,272
	Deferred income tax liabilities			26,846	27,244
	Long-term obligations to equity companies			4,181	4,382
	Other long-term obligations			22,127	18,094
			Total liabilities	162,264	147,668

Commitments and contingencies (Note 3)				-	-

Equity
	Common stock without par value
		(9,000 million shares authorized, 8,019 million shares issued)		15,639	15,258
	Earnings reinvested			419,913	421,653
	Accumulated other comprehensive income			(18,205)	(19,564)
	Common stock held in treasury
		(3,788 million shares at June 30, 2019 and
		3,782 million shares at December 31, 2018)		(225,970)	(225,553)
			ExxonMobil share of equity	191,377	191,794
	Noncontrolling interests			7,088	6,734
			Total equity	198,465	198,528
			Total liabilities and equity	360,729	346,196

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

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)

Nine Months Ended

September 30,

2018

2017

Cash flows from operating activities

Net income including noncontrolling interests

15,215

11,439

Depreciation and depletion

13,717

14,051

Changes in operational working capital, excluding cash and debt

(25)

(547)

All other items – net

(1,500)

(2,288)

Net cash provided by operating activities

27,407

22,655

Cash flows from investing activities

Additions to property, plant and equipment

(13,480)

(10,901)

Proceeds associated with sales of subsidiaries, property, plant and

equipment, and sales and returns of investments

3,239

1,695

Additional investments and advances

(1,113)

(1,950)

Other investing activities including collection of advances

492

1,962

Net cash used in investing activities

(10,862)

(9,194)

Cash flows from financing activities

Additions to long-term debt

-

60

Additions to short-term debt

-

1,735

Reductions in short-term debt

(4,279)

(4,971)

Additions/(reductions) in commercial paper, and debt with three

months or less maturity (1)

1,626

339

Cash dividends to ExxonMobil shareholders

(10,296)

(9,712)

Cash dividends to noncontrolling interests

(192)

(139)

Changes in noncontrolling interests

(374)

(90)

Common stock acquired

(430)

(515)

Net cash used in financing activities

(13,945)

(13,293)

Effects of exchange rate changes on cash

(108)

441

Increase/(decrease) in cash and cash equivalents

2,492

609

Cash and cash equivalents at beginning of period

3,177

3,657

Cash and cash equivalents at end of period

5,669

4,266

Supplemental Disclosures

Income taxes paid

6,740

4,611

Cash interest paid

839

965

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

				Six Months Ended
				June 30,
				2019	2018
Cash flows from operating activities
	Net income including noncontrolling interests			5,797	8,769
	Depreciation and depletion			9,202	9,059
	Changes in operational working capital, excluding cash and debt			1,014	(982)
	All other items – net			(1,728)	(547)
			Net cash provided by operating activities	14,285	16,299

Cash flows from investing activities
	Additions to property, plant and equipment			(11,372)	(8,276)
	Proceeds associated with sales of subsidiaries, property, plant and
		equipment, and sales and returns of investments		140	1,748
	Additional investments and advances			(1,730)	(704)
	Other investing activities including collection of advances			292	277
			Net cash used in investing activities	(12,670)	(6,955)

Cash flows from financing activities
	Additions to long-term debt			43	-
	Reductions in short-term debt			(3,805)	(4,256)
	Additions/(reductions) in commercial paper, and debt with three
		months or less maturity (1)		11,126	2,902
	Cash dividends to ExxonMobil shareholders			(7,220)	(6,793)
	Cash dividends to noncontrolling interests			(100)	(135)
	Changes in noncontrolling interests			(119)	(275)
	Common stock acquired			(421)	(429)
			Net cash used in financing activities	(496)	(8,986)
Effects of exchange rate changes on cash				52	(105)
Increase/(decrease) in cash and cash equivalents				1,171	253
Cash and cash equivalents at beginning of period				3,042	3,177
Cash and cash equivalents at end of period				4,213	3,430

Supplemental Disclosures
	Income taxes paid			3,884	4,426
	Cash interest paid
		Included in cash flows from operating activities		277	144
		Capitalized, included in cash flows from investing activities		355	333
		Total cash interest paid		632	477

~~2017 Noncash Transactions~~

In the first nine months of 2017, the Corporation completed the acquisitions of InterOil Corporation and of companies that own certain oil and gas properties in the Permian Basin and other assets. These transactions included a significant noncash component associated with the issuance of a combined 96 million shares of Exxon Mobil Corporation common stock in acquisition consideration.

(1) Includes a net addition of commercial paper with a maturity of over three months of ~~$0.3~~$6.5 billion in ~~2018~~2019 and ~~a net reduction of $0.5~~$0.9 billion in ~~2017.~~2018. The gross amount of commercial paper with a maturity of over three months issued was ~~$3.1~~$12.3 billion in ~~2018~~2019 and ~~$2.7~~$2.2 billion in ~~2017,~~2018, while the gross amount repaid was ~~$2.8~~$5.8 billion in ~~2018~~2019 and ~~$3.2~~$1.3 billion in ~~2017.~~2018.

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

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

635

-

-

-

635

-

635

Other

(87)

-

-

-

(87)

(54)

(141)

Net income for the period

-

11,330

-

-

11,330

109

11,439

Dividends - common shares

-

(9,712)

-

-

(9,712)

(139)

(9,851)

Other comprehensive income

-

-

5,588

-

5,588

591

6,179

Acquisitions, at cost

-

-

-

(596)

(596)

(90)

(686)

Issued for acquisitions

2,078

-

-

5,711

7,789

-

7,789

Dispositions

-

-

-

4

4

-

4
Balance as of September 30, 2017

14,783

409,449

(16,651)

(225,305)

182,276

6,922

189,198

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

605

-

-

-

605

-

605

Other

(7)

-

-

-

(7)

(8)

(15)

Net income for the period

-

14,840

-

-

14,840

375

15,215

Dividends - common shares

-

(10,296)

-

-

(10,296)

(192)

(10,488)

Cumulative effect of accounting

change

-

71

(39)

-

32

15

47

Other comprehensive income

-

-

(2,069)

-

(2,069)

(170)

(2,239)

Acquisitions, at cost

-

-

-

(430)

(430)

(366)

(796)

Dispositions

-

-

-

2

2

-

2
Balance as of September 30, 2018

15,254

419,155

(18,370)

(225,674)

190,365

6,466

196,831

Nine Months Ended September 30, 2018

Nine Months Ended September 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 September 30

8,019

(3,785)

4,234

8,019

(3,782)

4,237

	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 March 31, 2018				14,888		415,970			(16,992)		(225,671)		188,195		6,716		194,911
	Amortization of stock-based awards			199		-			-		-		199		-		199
	Other			(1)		-			-		-		(1)		(7)		(8)
	Net income for the period			-		3,950			-		-		3,950		36		3,986
	Dividends - common shares			-		(3,502)			-		-		(3,502)		(92)		(3,594)
	Other comprehensive income			-		-			(1,617)		-		(1,617)		(133)		(1,750)
	Acquisitions, at cost			-		-			-		(2)		(2)		(209)		(211)
Balance as of June 30, 2018				15,086		416,418			(18,609)		(225,673)		187,222		6,311		193,533

Balance as of March 31, 2019				15,476		420,498			(18,782)		(225,970)		191,222		6,799		198,021
	Amortization of stock-based awards			166		-			-		-		166		-		166
	Other			(3)		-			-		-		(3)		-		(3)
	Net income for the period			-		3,130			-		-		3,130		261		3,391
	Dividends - common shares			-		(3,715)			-		-		(3,715)		(57)		(3,772)
	Other comprehensive income			-		-			577		-		577		130		707
	Acquisitions, at cost			-		-			-		-		-		(83)		(83)
	Dispositions			-		-			-		-		-		38		38
Balance as of June 30, 2019				15,639		419,913			(18,205)		(225,970)		191,377		7,088		198,465



			Three Months Ended June 30, 2019									Three Months Ended June 30, 2018
					Held in									Held in
	Common Stock Share Activity		Issued		Treasury			Outstanding				Issued		Treasury		Outstanding
			(millions of shares)									(millions of shares)

	Balance as of March 31			8,019		(3,788)			4,231				8,019		(3,785)		4,234
		Acquisitions		-		-			-				-		-		-
		Dispositions		-		-			-				-		-		-
	Balance as of June 30			8,019		(3,788)			4,231				8,019		(3,785)		4,234

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

	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, 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 - common shares			-		(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

Balance as of December 31, 2018				15,258		421,653			(19,564)		(225,553)		191,794		6,734		198,528
	Amortization of stock-based awards			389		-			-		-		389		-		389
	Other			(8)		-			-		-		(8)		-		(8)
	Net income for the period			-		5,480			-		-		5,480		317		5,797
	Dividends - common shares			-		(7,220)			-		-		(7,220)		(100)		(7,320)
	Other comprehensive income			-		-			1,359		-		1,359		256		1,615
	Acquisitions, at cost			-		-			-		(421)		(421)		(166)		(587)
	Dispositions			-		-			-		4		4		47		51
Balance as of June 30, 2019				15,639		419,913			(18,205)		(225,970)		191,377		7,088		198,465



			Six Months Ended June 30, 2019									Six Months Ended June 30, 2018
					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		(3,782)			4,237				8,019		(3,780)		4,239
		Acquisitions		-		(6)			(6)				-		(5)		(5)
		Dispositions		-		-			-				-		-		-
	Balance as of June 30			8,019		(3,788)			4,231				8,019		(3,785)		4,234

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

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 September 30, 2018 and the carrying value of equity securities without readily determinable fair values at September 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 third quarter and $300~~ ~~million for the first nine 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 nine months ended September 30, 2017, is shown below.~~

Three Months Ended

Nine Months Ended

September 30, 2017

September 30, 2017

As Reported

Change

As Adjusted

As Reported

Change

As Adjusted

(millions of dollars)

Production and manufacturing expenses
8,334

(382)

7,952

24,586

(1,008)

23,578
Selling, general and administrative expenses
2,725

(93)

2,632

7,952

(259)

7,693
Non-service pension and postretirement benefit expense
-

475

475

-

1,267

1,267

~~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. ~~We expect to use~~The Corporation used a transition method that applies the new lease standard at January 1, ~~2019, and recognizes any cumulative-effect adjustments to the opening balance of 2019 retained earnings.~~

2019. The Corporation ~~acquired lease accounting software~~applied a policy election to ~~facilitate implementation,~~exclude short-term leases from balance sheet recognition and ~~is currently 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 ~~September~~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 September 30, 2018

Equity

Other

Company

Third Party

Obligations (1)

Obligations

Total

(millions of dollars)

Guarantees

Debt-related

461

63

524

Other

1,008

4,046

5,054

Total

1,469

4,109

5,578

(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 in February 2007, a subsidiary of the Venezuelan National Oil Company (PdVSA) assumed the operatorship of the Cerro Negro Heavy Oil 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. ExxonMobil refused to accede to the terms proffered by the government, and on June 27, 2007, the government expropriated ExxonMobil’s 41.67 percent interest in the Cerro Negro Project.

ExxonMobil collected awards of $908 million in an arbitration against PdVSA under the rules of the International Chamber of Commerce in respect of an indemnity related to the Cerro Negro Project and $260 million in an arbitration for compensation due for the La Ceiba Project and for export curtailments at the Cerro Negro Project under rules of 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 a determination that 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. ExxonMobil filed a new claim seeking to restore the original award of damages for the Cerro Negro Project with ICSID on September 26, 2018.

The net impact of 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

4,925

(300)

4,625

Amounts reclassified from accumulated other

comprehensive income

140

823

963

Total change in accumulated other comprehensive income

5,065

523

5,588

Balance as of September 30, 2017

(9,436)

(7,215)

(16,651)

Balance as of December 31, 2017

(9,482)

(6,780)

(16,262)

Current period change excluding amounts reclassified

from accumulated other comprehensive income

(2,551)

(406)

(2,957)

Amounts reclassified from accumulated other

comprehensive income

186

663

849

Total change in accumulated other comprehensive income

(2,365)

257

(2,108)

Balance as of September 30, 2018

(11,847)

(6,523)

(18,370)

		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)			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			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)

Three Months Ended

Nine Months Ended

Amounts Reclassified Out of Accumulated Other

September 30,

September 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)
-

-

(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)
(287)

(450)

(897)

(1,215)

Three Months Ended

Nine Months Ended

Income Tax (Expense)/Credit For

September 30,

September 30,

Components of Other Comprehensive Income

2018

2017

2018

2017

(millions of dollars)

Foreign exchange translation adjustment

8

17

13

(9)

Postretirement benefits reserves adjustment

(excluding amortization)

-

74

66

154

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs

(64)

(139)

(208)

(365)

Total

(56)

(48)

(129)

(220)

5.Earnings Per Share

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

Earnings per common share

Net income attributable to ExxonMobil (millions of dollars)

6,240

3,970

14,840

11,330

Weighted average number of common shares

outstanding (millions of shares)

4,271

4,271

4,271

4,252

Earnings per common share (dollars) (1)

1.46

0.93

3.47

2.66

Dividends paid per common share (dollars)

0.82

0.77

2.41

2.29

		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

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

(millions of dollars)

Components of net benefit cost

Pension Benefits - U.S.

Service cost

203

200

616

583

Interest cost

179

199

540

598

Expected return on plan assets

(182)

(194)

(545)

(582)

Amortization of actuarial loss/(gain) and prior

service cost

93

110

276

332

Net pension enhancement and

curtailment/settlement cost

63

187

189

450

Net benefit cost

356

502

1,076

1,381

Pension Benefits - Non-U.S.

Service cost

149

155

461

445

Interest cost

185

198

571

574

Expected return on plan assets

(233)

(260)

(722)

(743)

Amortization of actuarial loss/(gain) and prior

service cost

113

135

344

388

Net pension enhancement and

curtailment/settlement cost

-

-

33

(5)

Net benefit cost

214

228

687

659

Other Postretirement Benefits

Service cost

40

36

111

92

Interest cost

75

88

226

227

Expected return on plan assets

(5)

(6)

(17)

(17)

Amortization of actuarial loss/(gain) and prior

service cost

19

18

57

45

Net benefit cost

129

136

377

347

					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 ~~September~~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 September 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)

104

104

-

-

104

Advances to/receivables from equity companies (included in

the Balance Sheet line: Investments, advances and

long-term receivables)

8,969

-

1,763

7,072

8,835

Other long-term financial assets (included in the Balance

Sheet lines: Investments, advances and long-term receivables

and Other assets, including intangibles – net)

1,748

764

-

1,041

1,805

Liabilities

Derivative liabilities (included in the Balance Sheet line:

Accounts payable and accrued liabilities)

248

248

-

-

248

Long-term debt (excluding capitalized lease obligations)

19,275

19,020

110

4

19,134

Long-term obligations to equity companies

4,625

-

-

4,728

4,728

Other long-term financial liabilities (included in the

Balance Sheet line: Other long-term obligations)

1,114

-

-

1,121

1,121

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~~:

Sept. 30,

Dec. 31,

2018

2017

(millions of dollars)
Exchange Traded Futures and Swaps

Assets

104

25

Liabilities

(248)

(63)

Collateral receivable/(payable)

272

94

Total

128

56

natural gas. At ~~September 30,~~December 31, 2018, the net notional long/(short) position of derivative instruments was ~~(16)~~(19) million barrels for crude oil and ~~was (11)~~(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,
		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)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

(millions of dollars)

Sales and other operating revenue

(68)

(11)

(72)

16
Crude oil and product purchases

(107)

(80)

(380)

(37)

Total

(175)

(91)

(452)

(21)

8.Disclosures about Segments and Related Information

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

Earnings After Income Tax

(millions of dollars)

Upstream

United States

606

(238)

1,474

(439)

Non-U.S.

3,623

1,805

9,292

5,442

Downstream

United States

961

391

1,975

1,030

Non-U.S.

681

1,141

1,331

3,003

Chemical

United States

404

403

1,360

1,413

Non-U.S.

309

689

1,254

1,835

Corporate and financing (1)

(344)

(221)

(1,846)

(954)

Corporate total

6,240

3,970

14,840

11,330

Sales and Other Operating Revenue

Upstream

United States

2,728

2,282

7,637

6,955

Non-U.S.

4,129

3,633

11,344

10,586

Downstream

United States

19,963

15,423

56,616

44,533

Non-U.S.

39,077

30,955

110,855

88,866

Chemical

United States

3,152

2,589

9,160

8,118

Non-U.S.

5,125

4,455

15,429

12,751

Corporate and financing

13

13

38

41

Corporate total

74,187

59,350

211,079

171,850

Intersegment Revenue

Upstream

United States

2,203

1,365

6,336

3,937

Non-U.S.

8,536

5,734

22,788

16,356

Downstream

United States

5,834

3,134

16,527

10,621

Non-U.S.

8,275

5,866

22,975

16,048

Chemical

United States

2,408

1,675

6,952

5,290

Non-U.S.

1,841

1,482

5,657

3,776

Corporate and financing

54

51

153

154

				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

Nine Months Ended

September 30,

September 30,

Sales and Other Operating Revenue

2018

2017

2018

2017

(millions of dollars)

United States

25,843

20,294

73,413

59,606

Non-U.S.

48,344

39,056

137,666

112,244

Total

74,187

59,350

211,079

171,850

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

Canada

6,214

5,260

17,752

14,492

United Kingdom

4,797

4,057

14,240

12,309

Belgium

3,996

3,247

12,063

9,833

France

3,588

2,984

10,405

8,290

Singapore

3,502

2,888

10,387

8,264

Italy

3,316

2,913

9,684

8,317

Germany

2,518

2,210

7,184

6,283

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

			Third Quarter		First Nine 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		606	(238)	1,474	(439)	United States		335	439	431	868
	Non-U.S.		3,623	1,805	9,292	5,442	Non-U.S.		2,926	2,601	5,706	5,669
Downstream	Downstream						Downstream
	United States		961	391	1,975	1,030	United States		310	695	149	1,014
	Non-U.S.		681	1,141	1,331	3,003	Non-U.S.		141	29	46	650
Chemical	Chemical						Chemical
	United States		404	403	1,360	1,413	United States		(6)	453	155	956
	Non-U.S.		309	689	1,254	1,835	Non-U.S.		194	437	551	945
Corporate and financing (1)			(344)	(221)	(1,846)	(954)
Corporate and financing							Corporate and financing		(770)	(704)	(1,558)	(1,502)
	Net income attributable to ExxonMobil (U.S. GAAP)		6,240	3,970	14,840	11,330	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)		1.46	0.93	3.47	2.66	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)		1.46	0.93	3.47	2.66	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 ~~THIRD~~SECOND QUARTER ~~2018~~2019 RESULTS

ExxonMobil’s ~~third~~second quarter ~~2018~~2019 earnings were ~~$6.2~~$3.1 billion, or ~~$1.46~~$0.73 per diluted share, compared with $4$4.0 billion a year ~~earlier, as liquids~~earlier. The decrease in earnings was primarily the result of lower Upstream realizations, ~~increased.~~weaker Downstream and Chemical margins, higher scheduled maintenance activity, and increased expenses. These impacts were partly offset by volume growth and favorable one-time items.

Earnings of ~~$14.8~~$5.5 billion for the first ~~nine~~six months of ~~2018 increased 31~~2019 were down 36 percent from ~~$11.3~~$8.6 billion in ~~2017.~~2018.

Earnings per share assuming dilution were ~~$3.47.~~$1.28.

Capital and exploration expenditures were ~~$18.1~~$15.0 billion, up 2830 percent from ~~2017.~~2018.

~~Oil‑equivalent~~Oil-equivalent production was ~~3.8~~3.9 million barrels per day, ~~down~~up 5 percent from the prior year. Excluding entitlement effects and divestments, ~~oil‑equivalent~~oil-equivalent production was ~~down 2 percent from the prior year.~~also up 5 percent.

The Corporation distributed ~~$10.3~~$7.2 billion in dividends to shareholders.

Third Quarter

First Nine Months

2018

2017

2018

2017

(millions of dollars)
Upstream earnings

United States

606

(238)

1,474

(439)

Non-U.S.

3,623

1,805

9,292

5,442

Total

4,229

1,567

10,766

5,003

				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 ~~$4,229~~$3,261 million in the ~~third~~second quarter of ~~2018,~~2019, up ~~$2,662~~$221 million from the ~~third~~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 $2,580 million due to higher liquids and gas realizations.~~

·~~Higher volume and mix effects increased earnings by $50 million.~~

·~~All other items increased earnings by $30 million including favorable one-time tax impacts, partly offset by higher production expenses.~~

·~~U.S.~~ Upstream earnings were ~~$606 million, up $844 million from the prior year quarter.~~

·~~Non‑U.S. Upstream earnings were $3,623 million, up $1,818 million from the prior year quarter.~~

·~~On an oil‑equivalent basis, production decreased 2 percent from the third quarter of 2017.~~

·~~Liquids production totaled 2.3 million barrels per day, up 6,000 barrels per day as growth more than offset lower volumes from entitlements, divestments, decline, and downtime.~~

·Natural gas production was 9 billion cubic feet per day, down 584 million cubic feet per day driven by decline largely in the U.S. aligned with value focus, lower volumes from divestments and lower demand.

~~Upstream earnings were $10,766~~$6,137 million in the first ~~nine~~six months of ~~2018, up $5,763~~2019, down $400 million from the first ~~nine~~six months of ~~2017.~~2018.

·~~Realizations increased earnings by $6,400 million mainly due to higher liquids realizations.~~

·~~Lower volume and mix effects decreased earnings by $430 million.~~

·~~All other items decreased earnings by $210 million, mainly due to higher production expenses and unfavorable tax impacts, partly offset by favorable one-time tax items and higher divestment gains.~~

·~~U.S. Upstream earnings were $1,474 million, up $1,913 million from the first nine months of prior year.~~

·~~Non-U.S. Upstream earnings were $9,292 million, up $3,850 million from the first nine months of prior year.~~

·~~On an oil-equivalent basis, production decreased 5 percent from the first nine months of 2017.~~

·~~Liquids production totaled 2.2 million barrels per day, down 56,000 barrels per day as growth in North America was more than offset by lower volumes from decline, entitlements, and divestments.~~

·Natural gas production was 9.2 billion cubic feet per day, down 920 million cubic feet per day driven by decline in the U.S. aligned with value focus, higher downtime and lower volumes from entitlements and divestments.
·
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

		Third Quarter		First Nine 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			3,878		3,983
2018						2018		3,647		3,768
	Entitlements - Net Interest		(3)		(3)	Entitlements - Net Interest		-		-
	Entitlements - Price / Spend / Other		(84)		(68)	Entitlements - Price / Spend / Other		20		14
	Quotas		-		-	Quotas		-		-
	Divestments		(69)		(64)	Divestments		(9)		(17)
	Growth / Other		64		(74)	Growth / Other		251		180
2018			3,786		3,774
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.

Third Quarter

First Nine Months

2018

2017

2018

2017

(millions of dollars)
Downstream earnings

United States

961

391

1,975

1,030

Non-U.S.

681

1,141

1,331

3,003

Total

1,642

1,532

3,306

4,033

				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 ~~$1,642~~$451 million in the ~~third~~second quarter of ~~2018, up $110~~2019, down $273 million from the ~~third~~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 decreased earnings by $110 million, as lower Non-U.S. margins were partially offset by higher U.S. margins.~~

·~~Higher volume and mix effects increased earnings by $210 million, primarily due to improved refinery operations.~~

·~~All other items increased earnings by $10 million, mainly due to favorable tax impacts and divestment gains, partly offset by higher maintenance expenses.~~

·~~U.S.~~ Downstream earnings were ~~$961 million, up $570 million from the prior year quarter.~~

·~~Non‑U.S. Downstream earnings were $681 million, down $460 million from the prior year quarter.~~

·~~Petroleum product sales of 5.6 million barrels per day were 74,000 barrels per day higher than the prior year quarter.~~

~~Downstream earnings were $3,306~~$195 million in the first ~~nine~~six months of ~~2018,~~2019, down ~~$727~~$1,469 million from the first ~~nine~~six months of ~~2017.~~2018.

·~~Margins increased earnings by $110 million, as higher U.S. margins were partially offset by lower Non-U.S. margins.~~

·~~Lower volume and mix effects decreased earnings by $40 million, primarily due to downtime and maintenance partly offset by improved refinery mix/ yield and higher sales.~~

·All other items decreased earnings by $800 million, mainly due to unfavorable foreign exchange impacts of $250 million, lower divestment gains of $180 million, and other unfavorable impacts of $370 million including higher expenses from downtime / maintenance.

·
·
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 ~~$1,975~~$188 million ~~up $945~~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 ~~nine~~six months of ~~prior year.~~2018.

·~~Non-U.S. Downstream earnings were $1,331 million, down $1,672 million from the first nine months of prior year.~~

·~~Petroleum product sales of 5.5 million barrels per day were 18,000 barrels per day higher than the first nine months of prior year.~~

Third Quarter

First Nine Months

2018

2017

2018

2017

(millions of dollars)
Chemical earnings

United States

404

403

1,360

1,413

Non-U.S.

309

689

1,254

1,835

Total

713

1,092

2,614

3,248

~~Chemical earnings of $713 million in the third quarter of 2018, were $379 million lower than the third quarter of 2017.~~

·~~Weaker margins decreased earnings by $140 million.~~

·~~Volume and mix effects increased earnings by $20 million.~~

·~~All other items decreased earnings by $260 million, mainly due to higher expenses.~~

·~~U.S. Chemical earnings were $404 million, up $1 million from the prior year quarter.~~

·~~Non‑U.S. Chemical earnings were $309 million, down $380 million from the prior year quarter.~~

·~~Third quarter prime product sales of 6.7 million metric tons were 231,000 metric tons higher than the prior year quarter due to project growth and acquisitions.~~

·	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)

~~Chemical earnings were $2,614 million in the first nine months of 2018, down $634 million from the first nine months of 2017.~~

·~~Weaker margins decreased earnings by $640 million.~~

·~~Volume and mix effects increased earnings by $250 million.~~

·~~All other items decreased earnings by $240 million, as higher expenses were partially offset by favorable foreign exchange and tax impacts.~~

·~~U.S. Chemical earnings were $1,360 million, down $53 million from the first nine months of prior year.~~

·~~Non-U.S. Chemical earnings were $1,254 million, down $581 million from the first nine months of prior year.~~

·~~Prime product sales of 20.2 million metric tons in the first nine months were 1.6 million metric tons higher than the first nine months of prior year due to project growth and acquisitions.~~

Third Quarter

First Nine Months

2018

2017

2018

2017

(millions of dollars)

Corporate and financing earnings

(344)

(221)

(1,846)

(954)

Corporate and financing expenses were ~~$344~~$770 million for the ~~third~~second quarter of ~~2018,~~2019, up ~~$123~~$66 million from the ~~third~~second quarter of ~~2017, mainly due to the impact of a lower U.S. tax rate.~~2018.

Corporate and financing expenses were ~~$1,846~~$1,558 million infor the first ~~nine~~six months of ~~2018,~~2019, up ~~$892~~$56 million from the first ~~nine~~six months of ~~2017, mainly due to lower net favorable tax items, the impact of a lower U.S. tax rate, and higher pension and financing related costs.~~

2018.

LIQUIDITY AND CAPITAL RESOURCES

Third Quarter

First Nine Months

2018

2017

2018

2017

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

Operating activities

27,407

22,655

Investing activities

(10,862)

(9,194)

Financing activities

(13,945)

(13,293)
Effect of exchange rate changes

(108)

441
Increase/(decrease) in cash and cash equivalents

2,492

609

Cash and cash equivalents (at end of period)

5,669

4,266

Cash flow from operations and asset sales

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

11,108

7,535

27,407

22,655

Proceeds associated with sales of subsidiaries, property,

plant & equipment, and sales and returns of investments

1,491

854

3,239

1,695

Cash flow from operations and asset sales

12,599

8,389

30,646

24,350

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

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 ~~third~~second quarter of ~~2018~~2019 was ~~$12.6~~$6.0 billion, including asset sales of ~~$1.5 billion, an increase~~$33 million, a decrease of ~~$4.2~~$2.1 billion from the comparable ~~2017~~2018 period primarily reflecting ~~higher~~lower earnings and ~~favorable working capital effects.~~asset sale proceeds.

Cash provided by operating activities totaled ~~$27.4~~$14.3 billion for the first ~~nine~~six months of ~~2018, $4.8~~2019, $2.0 billion ~~higher~~lower than ~~2017.~~2018. The major source of funds was net income including noncontrolling interests of ~~$15.2~~$5.8 billion, ~~an increase~~a decrease of ~~$3.8~~$3.0 billion from the prior year period. The adjustment for the noncash provision of ~~$13.7~~$9.2 billion for depreciation and depletion was ~~down $0.3~~up $0.1 billion from ~~2017.~~2018. Changes in operational working capital ~~were essentially flat,~~contributed $1.0 billion, compared to a decrease of ~~$0.5~~$1.0 billion in the prior year period. All other items net decreased cash flows by ~~$1.5~~$1.7 billion in ~~2018~~2019 versus a reduction of ~~$2.3~~$0.5 billion in ~~2017.~~2018. See the Condensed Consolidated Statement of Cash Flows for additional details.

Investing activities for the first ~~nine~~six months of ~~2018~~2019 used net cash of ~~$10.9~~$12.7 billion, an increase of ~~$1.7~~$5.7 billion compared to the prior year. Spending for additions to property, plant and equipment of ~~$13.5~~$11.4 billion was ~~$2.6~~$3.1 billion higher than ~~2017.~~2018. Proceeds from asset sales of ~~$3.2~~$0.1 billion ~~increased $1.5~~decreased $1.6 billion. Investments and advances ~~decreased $0.8~~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 ~~nine~~six months of ~~2018~~2019 was ~~$30.6~~$14.4 billion, including asset sales of ~~$3.2~~$0.1 billion, ~~an increase~~a decrease of ~~$6.3~~$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 ~~$13.9~~$0.5 billion in the first ~~nine~~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 ~~$2.7~~$7.3 billion compared to ~~$2.8~~a net reduction of $1.4 billion in ~~2017.~~2018.

During the first ~~nine~~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 ~~third~~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 ~~$10.3~~$7.2 billion to shareholders in the first ~~nine~~six months of ~~2018~~2019 through dividends.

Total cash and cash equivalents of ~~$5.7~~$4.2 billion at the end of the ~~third~~second quarter of ~~2018~~2019 compared to ~~$3.2~~$3.0 billion at year-end ~~2017.~~2018.

Total debt at the end of the ~~third~~second quarter of ~~2018~~2019 was ~~$40~~$45.2 billion compared to ~~$42.3~~$37.8 billion at year-end ~~2017.~~2018. The Corporation's debt to total capital ratio was ~~16.9~~18.5 percent at the end of the ~~third~~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

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

Income taxes	Income taxes			2,634		1,498		7,617		4,218		Income taxes			1,241		2,526		3,124		4,983
	Effective income tax rate			34	%	33	%	39	%	34	%	Effective income tax rate			34	%	44	%	44	%	42	%
Total other taxes and duties (1)	Total other taxes and duties (1)			8,939		8,287		26,757		23,876		Total other taxes and duties (1)			8,366		9,003		16,453		17,818
		Total		11,573		9,785		34,374		28,094			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 ~~$11.6~~$9.6 billion for the ~~third~~second quarter of ~~2018, an increase~~2019, a decrease of ~~$1.8~~$1.9 billion from ~~2017.~~2018. Income tax expense ~~increased~~decreased by ~~$1.1~~$1.3 billion to ~~$2.6~~$1.2 billion reflecting ~~higher~~lower pre-tax income. The effective income tax rate was 34 percent compared to 3344 percent in the prior year ~~period. This increase mainly reflects a higher share of earnings in higher tax jurisdictions, partly offset by the impact of~~period due to favorable one-time tax items. Total other taxes and duties ~~increased~~decreased by ~~$0.7~~$0.6 billion to ~~$8.9~~$8.4 billion.

Total taxes were ~~$34.4~~$19.6 billion for the first ~~nine~~six months of ~~2018, an increase~~2019, a decrease of ~~$6.3~~$3.2 billion from ~~2017.~~2018. Income tax expense ~~increased~~decreased by ~~$3.4~~$1.9 billion to ~~$7.6~~$3.1 billion reflecting ~~higher~~lower pre-tax income. The effective income tax rate was 3944 percent compared to 3442 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 ~~$2.9~~$1.4 billion to ~~$26.8~~$16.5 billion.

Non-U.S. Upstream earnings included a $270 million tax credit resulting from an updated estimate of the impact of U.S. tax reform and from clarifications provided in proposed transition tax regulations issued by the Treasury in the third quarter of 2018. The adjustment restores a portion of the U.S. tax reform deferred income tax expense reported in the non-U.S. Upstream segment in the fourth quarter of 2017. There were no other significant changes during the first nine months of 2018 to the Corporation’s reasonable estimates of the income tax effects reflected in 2017 for the changes in tax law and tax rate from U.S. tax reform 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 its Form 10-K for 2018.

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

Third Quarter

First Nine Months

2018

2017

2018

2017

(millions of dollars)

Upstream (including exploration expenses)

5,330

3,175

13,944

9,080

Downstream

719

611

2,563

1,742

Chemical

526

2,183

1,524

3,215

Other

11

18

49

44

Total

6,586

5,987

18,080

14,081

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 ~~third~~second quarter of ~~2018~~2019 were ~~$6.6~~$8.1 billion, up 1022 percent from the ~~third~~second quarter of ~~2017.~~2018.

Capital and exploration expenditures in the first ~~nine~~six months of ~~2018~~2019 were ~~$18.1~~$15.0 billion, up 2830 percent from the first ~~nine~~six months of ~~2017~~2018 due primarily to ~~increased~~growth in the U.S. ~~drilling activity and acreage acquisitions in Brazil.~~Permian Basin. The Corporation anticipates an investment level of approximately ~~$25~~$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 and the execution of additional implementation agreements in 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. We expect to use a transition method that applies~~considers past events, current conditions and expectations of the ~~new lease standard at January 1, 2019, and recognizes any cumulative-effect adjustments to the opening balance of 2019 retained earnings.~~

future. The Corporation ~~acquired lease accounting software to facilitate implementation,~~is evaluating the standard and is currently 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. The~~its 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 ~~new projects, growth strategies,~~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, including to increase capital efficiency and 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; ~~commodity cycles within the general economy;~~ 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 ~~nine~~six months ended ~~September~~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 ~~September~~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 reported in the Corporation’s Form 10-Q for the first quarter of 2018, on January 25, 2018, ExxonMobil Oil Corporation (EMOC) received a letter setting forth a potential settlement of a previously issued notice of violation from the 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 time prior to EMOC’s sale of the refinery, in violation of SCAQMD rules and the California Health and Safety Code provisions dealing with air quality. On May 6, 2019, SCAQMD and EMOC agreed on a penalty of $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 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 Safety Code. Specifically, CARB contended that the refinery failed to timely calibrate and inspect a greenhouse gas reporting meter as required by the 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 matter. The settlement agreement has been executed by EMOC, and the company is awaiting execution by CARB.

In a matter last reported in the Corporation’s Form ~~10-K~~10-Q for ~~2017, in April 2017,~~first quarter of 2019, the ~~State of North Dakota~~U.S. Department of ~~Health (NDDOH)~~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 EMOC regarding alleged violations at EMOC’s Beaumont Refinery in Texas under the ~~North Dakota State Office~~Clean Air Act and various sections of the ~~Attorney General notified XTO Energy Inc. (XTO)~~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 ~~their interest~~a claimed accidental release related to a flash fire that occurred on April 17, 2013. Additionally, based on an on-site inspection in ~~settling alleged violations~~2013, the DOJ and EPA claim that EMOC failed to include all covered processes in its risk management program and failed to inspect certain process equipment in a timely fashion. On May 3, 2019, the U.S. District Court for the Eastern District of Texas, Beaumont Division, accepted and entered final judgment upon a Consent Decree whereby the parties agreed to a civil penalty of $616,000, payment of $730,000 to a Supplemental Environmental Project (SEP), and additional corrective actions to resolve the matter. Payment of the ~~North Dakota Century Code~~penalty was made on or about May 13, 2019, and ~~implementing regulations regarding~~completion of the ~~alleged failure~~SEP is planned for the second quarter of ~~vapor control systems~~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 ~~properly route tank vapors to control devices at well pads and tank farms outside~~resolve the ~~Fort Berthold Indian Reservation.~~matter. On ~~February 1, 2018,~~June 4, 2019, the ~~South Central Judicial~~Consent Decree was entered by the U.S. District Court in ~~Bismarck, North Dakota, approved a Consent Decree between XTO~~the District of Montana, and ~~NDDOH concerning those alleged violations. Under the Consent Decree, XTO~~on or about July 2, 2019, EMPCo paid a civil penalty to the United States in the amount of ~~$575,000 on September 21, 2018.~~$1.05 million.

As last reported in the Corporation’s Form 10-Q for the ~~third~~first quarter of 2017, in a matter related to the discharge of crude oil from the Pegasus Pipeline in Mayflower, Faulkner County, Arkansas, the Pipeline and Hazardous Materials Safety Administration (PHMSA) on October 1, 2015, issued a Final Order arising from a November 2013 Notice of Probable Violation alleging that ExxonMobil Pipeline Company (EMPCo) violated multiple federal Pipeline Safety Regulations. The Final Order imposed a penalty of $2,630,400, which EMPCo paid on April 21, 2016. On June 27, 2016, EMPCo filed an appeal with the U.S. Court of Appeals for the Fifth Circuit, contesting six of the nine regulatory violations found by PHMSA and seeking a refund of the penalty paid associated with the six contested violations ($2,417,400 of the total penalty paid in April 2016). On August 14, 2017, the Fifth Circuit dismissed five of the six violations EMPCo challenged from PHMSA’s final administrative order, and vacated $1,634,100 in associated penalties. The Fifth Circuit also remanded the remaining violation back to PHMSA for re-calculation of the civil penalty previously imposed. On August 7, 2018, PHMSA issued the Order on Remand, assessing a reduced civil penalty of $61,900 for the remanded sixth violation (down from $783,300). As a result, in September 2018, EMPCo received a refund of $2,355,500 for penalties that had been paid.

~~As last reported in the Corporation’s Form 10-Q for the second 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.

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

Issuer Purchase of Equity Securities for Quarter Ended ~~September~~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

~~July 2018~~April 2019		-	-	-
~~August 2018~~May 2019		-	-	-
~~September 2018~~June 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.

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INDEX TO EXHIBITS

Exhibit		Description

31.1		Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief Executive Officer.
31.2		Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal Financial Officer.
31.3		Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal Accounting Officer.
32.1		Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Executive Officer.
32.2		Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Financial Officer.
32.3		Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Accounting Officer.
101		Interactive Data Files.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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EXXON MOBIL CORPORATION

SIGNATURE

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

	EXXON MOBIL CORPORATION
Date: ~~November~~August 7, ~~2018~~ 2019	By:	/s/ DAVID S. ROSENTHAL
		David S. Rosenthal
		Vice President, Controller and
		Principal Accounting Officer

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

				Three Months Ended		Nine Months Ended
				September 30,		September 30,
				2018	2017	2018	2017

Net income including noncontrolling interests				6,446	4,085	15,215	11,439
Other comprehensive income (net of income taxes)
	Foreign exchange translation adjustment			124	2,342	(2,720)	5,424
	Adjustment for foreign exchange translation (gain)/loss
			included in net income	-	-	186	234
	Postretirement benefits reserves adjustment
			(excluding amortization)	(3)	(145)	(394)	(329)
	Amortization and settlement of postretirement benefits reserves
			adjustment included in net periodic benefit costs	223	311	689	850
		Total other comprehensive income		344	2,508	(2,239)	6,179
Comprehensive income including noncontrolling interests				6,790	6,593	12,976	17,618
	Comprehensive income attributable to
			noncontrolling interests	311	372	205	700
Comprehensive income attributable to ExxonMobil				6,479	6,221	12,771	16,918

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

				Sept. 30,	Dec. 31,
				2018	2017
Assets
	Current assets
		Cash and cash equivalents		5,669	3,177
		Notes and accounts receivable – net		27,880	25,597
		Inventories
			Crude oil, products and merchandise	14,617	12,871
			Materials and supplies	4,144	4,121
		Other current assets		1,665	1,368
			Total current assets	53,975	47,134
	Investments, advances and long-term receivables			40,427	39,160
	Property, plant and equipment – net			249,153	252,630
	Other assets, including intangibles – net			11,073	9,767
			Total assets	354,628	348,691

Liabilities
	Current liabilities
		Notes and loans payable		19,413	17,930
		Accounts payable and accrued liabilities		41,714	36,796
		Income taxes payable		4,161	3,045
			Total current liabilities	65,288	57,771
	Long-term debt			20,624	24,406
	Postretirement benefits reserves			21,448	21,132
	Deferred income tax liabilities			27,084	26,893
	Long-term obligations to equity companies			4,625	4,774
	Other long-term obligations			18,728	19,215
			Total liabilities	157,797	154,191

Commitments and contingencies (Note 3)

Equity
	Common stock without par value
		(9,000 million shares authorized, 8,019 million shares issued)		15,254	14,656
	Earnings reinvested			419,155	414,540
	Accumulated other comprehensive income			(18,370)	(16,262)
	Common stock held in treasury
		(3,785 million shares at September 30, 2018 and
		3,780 million shares at December 31, 2017)		(225,674)	(225,246)
			ExxonMobil share of equity	190,365	187,688
	Noncontrolling interests			6,466	6,812
			Total equity	196,831	194,500
			Total liabilities and equity	354,628	348,691

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

				Nine Months Ended
				September 30,
				2018	2017
Cash flows from operating activities
	Net income including noncontrolling interests			15,215	11,439
	Depreciation and depletion			13,717	14,051
	Changes in operational working capital, excluding cash and debt			(25)	(547)
	All other items – net			(1,500)	(2,288)
			Net cash provided by operating activities	27,407	22,655

Cash flows from investing activities
	Additions to property, plant and equipment			(13,480)	(10,901)
	Proceeds associated with sales of subsidiaries, property, plant and
		equipment, and sales and returns of investments		3,239	1,695
	Additional investments and advances			(1,113)	(1,950)
	Other investing activities including collection of advances			492	1,962
			Net cash used in investing activities	(10,862)	(9,194)

Cash flows from financing activities
	Additions to long-term debt			-	60
	Additions to short-term debt			-	1,735
	Reductions in short-term debt			(4,279)	(4,971)
	Additions/(reductions) in commercial paper, and debt with three
		months or less maturity (1)		1,626	339
	Cash dividends to ExxonMobil shareholders			(10,296)	(9,712)
	Cash dividends to noncontrolling interests			(192)	(139)
	Changes in noncontrolling interests			(374)	(90)
	Common stock acquired			(430)	(515)
			Net cash used in financing activities	(13,945)	(13,293)
Effects of exchange rate changes on cash				(108)	441
Increase/(decrease) in cash and cash equivalents				2,492	609
Cash and cash equivalents at beginning of period				3,177	3,657
Cash and cash equivalents at end of period				5,669	4,266

Supplemental Disclosures
	Income taxes paid			6,740	4,611
	Cash interest paid			839	965

	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			635		-			-		-		635		-		635
	Other			(87)		-			-		-		(87)		(54)		(141)
	Net income for the period			-		11,330			-		-		11,330		109		11,439
	Dividends - common shares			-		(9,712)			-		-		(9,712)		(139)		(9,851)
	Other comprehensive income			-		-			5,588		-		5,588		591		6,179
	Acquisitions, at cost			-		-			-		(596)		(596)		(90)		(686)
	Issued for acquisitions			2,078		-			-		5,711		7,789		-		7,789
	Dispositions			-		-			-		4		4		-		4
Balance as of September 30, 2017				14,783		409,449			(16,651)		(225,305)		182,276		6,922		189,198

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			605		-			-		-		605		-		605
	Other			(7)		-			-		-		(7)		(8)		(15)
	Net income for the period			-		14,840			-		-		14,840		375		15,215
	Dividends - common shares			-		(10,296)			-		-		(10,296)		(192)		(10,488)
	Cumulative effect of accounting
		change		-		71			(39)		-		32		15		47
	Other comprehensive income			-		-			(2,069)		-		(2,069)		(170)		(2,239)
	Acquisitions, at cost			-		-			-		(430)		(430)		(366)		(796)
	Dispositions			-		-			-		2		2		-		2
Balance as of September 30, 2018				15,254		419,155			(18,370)		(225,674)		190,365		6,466		196,831



			Nine Months Ended September 30, 2018									Nine Months Ended September 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 September 30			8,019		(3,785)			4,234				8,019		(3,782)		4,237

	Three Months Ended			Nine Months Ended
	September 30, 2017			September 30, 2017
	As Reported	Change	As Adjusted	As Reported	Change	As Adjusted
	(millions of dollars)

Production and manufacturing expenses	8,334	(382)	7,952	24,586	(1,008)	23,578
Selling, general and administrative expenses	2,725	(93)	2,632	7,952	(259)	7,693
Non-service pension and postretirement benefit expense	-	475	475	-	1,267	1,267

		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	4,925	(300)	4,625
Amounts reclassified from accumulated other
	comprehensive income	140	823	963
Total change in accumulated other comprehensive income		5,065	523	5,588
Balance as of September 30, 2017		(9,436)	(7,215)	(16,651)

Balance as of December 31, 2017		(9,482)	(6,780)	(16,262)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	(2,551)	(406)	(2,957)
Amounts reclassified from accumulated other
	comprehensive income	186	663	849
Total change in accumulated other comprehensive income		(2,365)	257	(2,108)
Balance as of September 30, 2018		(11,847)	(6,523)	(18,370)

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

Foreign exchange translation adjustment			8	17	13	(9)
Postretirement benefits reserves adjustment
	(excluding amortization)		-	74	66	154
Amortization and settlement of postretirement benefits reserves
	adjustment included in net periodic benefit costs		(64)	(139)	(208)	(365)
Total			(56)	(48)	(129)	(220)

			At September 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)	104	104	-	-	104
	Advances to/receivables from equity companies (included in
		the Balance Sheet line: Investments, advances and
		long-term receivables)	8,969	-	1,763	7,072	8,835
	Other long-term financial assets (included in the Balance
		Sheet lines: Investments, advances and long-term receivables
		and Other assets, including intangibles – net)	1,748	764	-	1,041	1,805

Liabilities
	Derivative liabilities (included in the Balance Sheet line:
		Accounts payable and accrued liabilities)	248	248	-	-	248
	Long-term debt (excluding capitalized lease obligations)		19,275	19,020	110	4	19,134
	Long-term obligations to equity companies		4,625	-	-	4,728	4,728
	Other long-term financial liabilities (included in the
		Balance Sheet line: Other long-term obligations)	1,114	-	-	1,121	1,121

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

United States		25,843	20,294	73,413	59,606
Non-U.S.		48,344	39,056	137,666	112,244
	Total	74,187	59,350	211,079	171,850

Significant Non-U.S. revenue sources include: (1)
	Canada	6,214	5,260	17,752	14,492
	United Kingdom	4,797	4,057	14,240	12,309
	Belgium	3,996	3,247	12,063	9,833
	France	3,588	2,984	10,405	8,290
	Singapore	3,502	2,888	10,387	8,264
	Italy	3,316	2,913	9,684	8,317
	Germany	2,518	2,210	7,184	6,283

·	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

				Third Quarter		First Nine Months
				2018	2017	2018	2017
			(millions of dollars)
Net cash provided by/(used in)
	Operating activities					27,407	22,655
	Investing activities					(10,862)	(9,194)
	Financing activities					(13,945)	(13,293)
Effect of exchange rate changes						(108)	441
Increase/(decrease) in cash and cash equivalents						2,492	609

Cash and cash equivalents (at end of period)						5,669	4,266

Cash flow from operations and asset sales
	Net cash provided by operating activities (U.S. GAAP)			11,108	7,535	27,407	22,655
	Proceeds associated with sales of subsidiaries, property,
		plant & equipment, and sales and returns of investments		1,491	854	3,239	1,695
	Cash flow from operations and asset sales			12,599	8,389	30,646	24,350