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

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

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

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

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


	Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
	2009			2008			2009		2008			2009		2008		2009		2008
REVENUES AND OTHER INCOME
Sales and other operating revenue(1)	$	72,167		$	133,776		$	134,295	$	246,999		$	80,090	$	132,085	$	214,385	$	379,084
Income from equity affiliates		1,583			2,983			3,053		5,792			1,675		2,824		4,728		8,616
Other income(2)		707			1,313			1,137		2,135			495		2,828		1,632		4,963

Total revenues and other income		74,457			138,072			138,485		254,926			82,260		137,737		220,745		392,663


COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases		36,903			76,695			64,697		137,666			41,689		73,298		106,386		210,964
Production and manufacturing expenses		8,029			10,066			16,008		18,959			8,097		9,878		24,105		28,837
Selling, general and administrative expenses		3,519			4,389			6,967		8,191			3,887		3,823		10,854		12,014
Depreciation and depletion		3,004			3,090			5,797		6,194			2,927		3,008		8,724		9,202
Exploration expenses, including dry holes		490			338			841		680			495		403		1,336		1,083
Interest expense		343			107			450		237			62		318		512		555
Sales-based taxes(1)		6,216			9,538			12,122		17,970			6,805		9,327		18,927		27,297
Other taxes and duties		8,436			11,418			16,236		22,124			9,094		10,989		25,330		33,113

Total costs and other deductions		66,940			115,641			123,118		212,021			73,056		111,044		196,174		323,065


Income before income taxes		7,517			22,431			15,367		42,905			9,204		26,693		24,571		69,598
Income taxes		3,571			10,526			6,719		19,828			4,333		11,327		11,052		31,155

Net income including noncontrolling interests		3,946			11,905			8,648		23,077			4,871		15,366		13,519		38,443
Net income/(loss) attributable to noncontrolling interests		(4	)		225			148		507			141		536		289		1,043

Net income attributable to ExxonMobil	$	3,950		$	11,680		$	8,500	$	22,570		$	4,730	$	14,830	$	13,230	$	37,400


Earnings per common share (dollars)	$	0.82	��	$	2.24		$	1.74	$	4.27		$	0.98	$	2.86	$	2.72	$	7.13

Earnings per common share - assuming dilution (dollars)	$	0.81		$	2.22		$	1.73	$	4.24		$	0.98	$	2.85	$	2.71	$	7.09

Dividends per common share (dollars)	$	0.42		$	0.40		$	0.82	$	0.75		$	0.42	$	0.40	$	1.24	$	1.15


(1) Sales-based taxes included in sales and other operating revenue	$	6,216		$	9,538		$	12,122	$	17,970		$	6,805	$	9,327	$	18,927	$	27,297

(2) Includes $62 million gain from sale of non-U.S. investment, net of related $143 million foreign exchange loss	$	0		$	(81	)	$	0	$	(81	)	$	0	$	0	$	0	$	(81)


	June 30, 2009			Dec. 31, 2008			Sept. 30, 2009			Dec. 31, 2008
ASSETS
Current assets
Cash and cash equivalents	$	15,576		$	31,437		$	12,472		$	31,437
Marketable securities		153			570			151			570
Notes and accounts receivable - net		26,862			24,702			26,937			24,702
Inventories
Crude oil, products and merchandise		9,855			9,331			9,860			9,331
Materials and supplies		2,586			2,315			2,725			2,315
Other current assets		4,464			3,911			5,179			3,911

Total current assets		59,496			72,266			57,324			72,266
Investments, advances and long-term assets		30,358			28,556			32,064			28,556
Property, plant and equipment - net		127,861			121,346			132,874			121,346
Other assets, including intangibles, net		6,946			5,884			7,045			5,884


Total assets	$	224,661		$	228,052		$	229,307		$	228,052


LIABILITIES
Current liabilities
Notes and loans payable	$	2,157		$	2,400		$	2,418		$	2,400
Accounts payable and accrued liabilities		41,895			36,643			42,645			36,643
Income taxes payable		7,562			10,057			7,870			10,057

Total current liabilities		51,614			49,100			52,933			49,100
Long-term debt		7,117			7,025			7,185			7,025
Postretirement benefits reserves		18,287			20,729			18,632			20,729
Deferred income tax liabilities		21,880			19,726			23,238			19,726
Other long-term liabilities		14,610			13,949			15,214			13,949


Total liabilities		113,508			110,529			117,202			110,529


Commitments and contingencies (note 3)

EQUITY
Common stock, without par value:
Authorized: 9,000 million shares
Issued: 8,019 million shares		5,260			5,314			5,445			5,314
Earnings reinvested		270,160			265,680			272,879			265,680
Accumulated other comprehensive income
Cumulative foreign exchange translation adjustment		2,676			1,146			4,341			1,146
Postretirement benefits reserves adjustment		(10,925	)		(11,077	)		(10,721	)		(11,077	)
Common stock held in treasury:
3,213 million shares at June 30, 2009		(160,579	)
3,272 million shares at September 30, 2009								(164,679	)
3,043 million shares at December 31, 2008					(148,098	)					(148,098	)

ExxonMobil share of equity		106,592			112,965			107,265			112,965
Noncontrolling interests		4,561			4,558			4,840			4,558


Total equity		111,153			117,523			112,105			117,523


Total liabilities and equity	$	224,661		$	228,052		$	229,307		$	228,052

The number of shares of common stock issued and outstanding at ~~June~~September 30, 2009 and December 31, 2008 were ~~4,805,790,141~~4,747,283,776 and 4,976,055,639, respectively.


	Six Months Ended June 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income including noncontrolling interests	$	8,648		$	23,077		$	13,519		$	38,443
Depreciation and depletion		5,797			6,194			8,724			9,202
Changes in operational working capital, excluding cash and debt		(992	)		7,286			(852	)		4,430
All other items - net		(2,346	)		(1,719	)		(1,457	)		(2,834	)


Net cash provided by operating activities		11,107			34,838			19,934			49,241


CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(10,238	)		(8,851	)		(15,728	)		(13,993	)
Sales of subsidiaries, investments, and property, plant and equipment		911			1,572			1,083			4,202
Other investing activities - net		(386	)		(1,489	)		(1,352	)		(3,081	)


Net cash used in investing activities		(9,713	)		(8,768	)		(15,997	)		(12,872	)


CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt		145			36			192			177
Reductions in long-term debt		(20	)		(53	)		(27	)		(152	)
Additions/(reductions) in short-term debt - net		(350	)		(215	)		(202	)		294
Cash dividends to ExxonMobil shareholders		(4,020	)		(3,977	)		(6,031	)		(6,040	)
Cash dividends to noncontrolling interests		(133	)		(215	)		(238	)		(346	)
Changes in noncontrolling interests		(124	)		(142	)		(126	)		(319	)
Tax benefits related to stock-based awards		55			150			79			162
Common stock acquired		(13,098	)		(18,226	)		(17,331	)		(26,889	)
Common stock sold		185			438			296			489


Net cash used in financing activities		(17,360	)		(22,204	)		(23,388	)		(32,624	)


Effects of exchange rate changes on cash		105			1,121			486			(1,052	)


Increase/(decrease) in cash and cash equivalents		(15,861	)		4,987			(18,965	)		2,693
Cash and cash equivalents at beginning of period		31,437			33,981			31,437			33,981

Cash and cash equivalents at end of period	$	15,576		$	38,968		$	12,472		$	36,674


SUPPLEMENTAL DISCLOSURES
Income taxes paid	$	8,540		$	15,927		$	12,142		$	25,194
Cash interest paid	$	195		$	337		$	723		$	488

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 2008 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. Subsequent events have been evaluated through ~~August~~November 5, 2009, the date the financial statements were issued. The Corporation’s exploration and production activities are accounted for under the “successful efforts” method.

Effective January 1, 2009, ExxonMobil adopted the ~~Financial Accounting Standards Board’s (FASB) Statement No. 157 (FAS 157), “Fair Value Measurements”~~authoritative guidance for fair value measurements as they relate to nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis. ~~FAS 157~~The guidance defines fair value, establishes a framework for measuring fair value when an entity is required to use a fair value measure for recognition or disclosure purposes and expands the disclosures about fair value measures. The adoption did not have a material impact on the Corporation’s financial statements. The Corporation previously adopted ~~FAS 157 for~~the guidance as it relates to financial assets and liabilities that are measured at fair value and for nonfinancial assets and liabilities that are measured at fair value on a recurring basis.

Effective January 1, 2009, ExxonMobil adopted ~~Financial Accounting Standards Board’s (FASB) Statement No. 160 (FAS 160), “Noncontrolling Interests in Consolidated Financial Statements – an Amendment of ARB No. 51.” FAS 160~~the authoritative guidance on consolidation as it relates to noncontrolling interests. The guidance changed the accounting and reporting for minority interests, which were recharacterized as noncontrolling interests and classified as a component of equity. ~~FAS 160 required~~The guidance requires retrospective adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of ~~FAS 160~~the guidance will be applied prospectively. The adoption of ~~FAS 160~~the guidance did not have a material impact on the Corporation’s financial statements.

Effective January 1, 2009, ExxonMobil adopted the ~~Financial Accounting Standards Board’s Staff Position (FSP) on the Emerging Issues Task Force (EITF) Issue No. 03-6-1, “Determining Whether Instruments Granted~~authoritative guidance for earnings per share as it relates to determining whether instruments granted in ~~Share-Based Payment Transactions~~share-based payment transactions are ~~Participating Securities.”~~participating securities. The ~~FSP required~~guidance requires that all unvested share-based payment awards that contain nonforfeitable rights to dividends should be included in the basic Earnings Per Share (EPS) calculation. Prior-year EPS numbers have been adjusted retrospectively on a consistent basis with 2009 reporting. This ~~standard~~guidance did not affect the consolidated financial position or results of operations.

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. ExxonMobil will continue to defend itself vigorously in these matters. Based on a consideration of all relevant facts and circumstances, the Corporation does not believe the ultimate outcome of any currently pending lawsuit against ExxonMobil will have a materially adverse effect upon the Corporation’s operations or financial condition.

A number of lawsuits, including class actions, were brought in various courts against Exxon Mobil Corporation and certain of its subsidiaries relating to the accidental release of crude oil from the tanker Exxon Valdez in 1989. All the compensatory claims have been resolved and paid. All of the punitive damage claims were consolidated in the civil trial that began in 1994. On June 25, 2008, the U.S. Supreme Court vacated the $2.5 billion punitive damage award previously entered by the Ninth Circuit Court of Appeals and remanded the case to the Circuit Court with an instruction that punitive damages in the case may not exceed a maximum amount of $507.5 million. The parties filed briefs in the Ninth Circuit Court of Appeals on the issue of post-judgment interest and recovery of costs. Exxon Mobil Corporation recorded total after-tax charges of $460 million in 2008 reflecting an estimate of the resolution of these issues.

~~On June 15, 2009, the U. S. Court of Appeals for the Ninth Circuit awarded plaintiffs in the Valdez litigation interest on the~~ $507.5 million punitive damages award has been paid, except for $70 million which has been withheld pending final resolution of ExxonMobil’s claim to recover appeal costs. All interest has been paid on the award from the date of the original trial court judgment in ~~1996. The Court also denied the Corporation’s claims to recover up to $70~~1996 through July 1, 2009. After-tax charges of $460 million in ~~appeal costs. An after-tax charge of~~2008 and $140 million ~~was recorded~~ in the second quarter of 2009 ~~to reflect~~were taken reflecting the ~~Court’s decision.~~court decisions on punitive damages and interest.

The Corporation and certain of its consolidated subsidiaries were contingently liable at ~~June~~September 30, 2009, for ~~$8,584~~$8,887 million, primarily relating to guarantees for notes, loans and performance under contracts. Included in this amount were guarantees by consolidated affiliates of ~~$6,599~~$6,635 million, for ExxonMobil’s share of obligations of certain equity companies. 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.

Additionally, the Corporation and its affiliates have numerous long-term sales and purchase commitments in their various business activities, all of which are expected to be fulfilled with no adverse consequences material to the Corporation’s operations or financial condition. The Corporation’s outstanding unconditional purchase obligations at ~~June~~September 30, 2009, were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting ~~standards~~guidance are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.

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

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

On September 6, 2007, affiliates of ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes. An affiliate of ExxonMobil has also filed an arbitration under the rules of the International Chamber of Commerce against PdVSA and a PdVSA affiliate for breach of their contractual obligations under certain Cerro Negro Project agreements. At this time, the net impact of this matter on the Corporation’s consolidated financial results cannot be reasonably estimated. However, the Corporation does not expect the resolution to have a material effect upon the Corporation’s operations or financial condition. ExxonMobil’s remaining net book investment in Cerro Negro producing assets is about $750 million.


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008			2009			2008			2009			2008
	(millions of dollars)												(millions of dollars)
Net income including noncontrolling interests	$	3,946		$	11,905		$	8,648		$	23,077		$	4,871		$	15,366		$	13,519		$	38,443
Other comprehensive income (net of income taxes)
Foreign exchange translation adjustment		3,035			(110	)		1,624			1,602			1,932			(4,410	)		3,556			(2,808	)
Adjustment for foreign exchange translation loss included in net income		0			171			0			171			0			0			0			171
Postretirement benefits reserves adjustment (excluding amortization)		(492	)		(107	)		(534	)		(247	)		(156	)		219			(690	)		(28	)
Amortization of postretirement benefits reserves adjustment included in net periodic benefit costs		354			186			704			375			338			176			1,042			551

Comprehensive income including noncontrolling interests		6,843			12,045			10,442			24,978			6,985			11,351			17,427			36,329
Comprehensive income attributable to noncontrolling interests		242			22			260			550			386			429			646			979

Comprehensive income attributable to ExxonMobil	$	6,601		$	12,023		$	10,182		$	24,428		$	6,599		$	10,922		$	16,781		$	35,350


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008		2009		2008		2009		2008
EARNINGS PER COMMON SHARE
Net income attributable to ExxonMobil (millions of dollars)	$	3,950	$	11,680	$	8,500	$	22,570	$	4,730	$	14,830	$	13,230	$	37,400

Weighted average number of common shares outstanding (millions of shares)		4,851		5,248		4,896		5,296		4,784		5,149		4,859		5,247

Earnings per common share (dollars)	$	0.82	$	2.24	$	1.74	$	4.27	$	0.98	$	2.86	$	2.72	$	7.13

EARNINGS PER COMMON SHARE - ASSUMING DILUTION
Net income attributable to ExxonMobil (millions of dollars)	$	3,950	$	11,680	$	8,500	$	22,570	$	4,730	$	14,830	$	13,230	$	37,400

Weighted average number of common shares outstanding (millions of shares)		4,851		5,248		4,896		5,296		4,784		5,149		4,859		5,247
Effect of employee stock-based awards		20		33		20		33		19		29		19		31

Weighted average number of common shares outstanding - assuming dilution		4,871		5,281		4,916		5,329		4,803		5,178		4,878		5,278


Earnings per common share - assuming dilution (dollars)	$	0.81	$	2.22	$	1.73	$	4.24	$	0.98	$	2.85	$	2.71	$	7.09


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008			2009			2008			2009			2008
	(millions of dollars)												(millions of dollars)
Pension Benefits - U.S.
Components of net benefit cost
Service cost	$	106		$	96		$	209		$	191		$	116		$	96		$	325		$	287
Interest cost		202			182			404			364			202			181			606			545
Expected return on plan assets		(164	)		(229	)		(328	)		(458	)		(165	)		(228	)		(493	)		(686	)
Amortization of actuarial loss/(gain) and prior service cost		174			59			347			118			174			60			521			178
Net pension enhancement and curtailment/settlement cost		121			43			242			87			122			44			364			131

Net benefit cost	$	439		$	151		$	874		$	302		$	449		$	153		$	1,323		$	455


Pension Benefits - Non-U.S.
Components of net benefit cost
Service cost	$	100		$	114		$	203		$	227		$	111		$	107		$	314		$	334
Interest cost		275			305			536			606			287			294			823			900
Expected return on plan assets		(216	)		(317	)		(421	)		(635	)		(227	)		(308	)		(648	)		(943	)
Amortization of actuarial loss/(gain) and prior service cost		177			109			344			210			184			103			528			313
Net pension enhancement and curtailment/settlement cost		0			2			0			2			0			0			0			2

Net benefit cost	$	336		$	213		$	662		$	410		$	355		$	196		$	1,017		$	606


Other Postretirement Benefits
Components of net benefit cost
Service cost	$	23		$	28		$	50		$	57		$	22		$	23		$	72		$	80
Interest cost		104			129			214			237			98			92			312			329
Expected return on plan assets		(2	)		(22	)		(18	)		(34	)		(9	)		(13	)		(27	)		(47	)
Amortization of actuarial loss/(gain) and prior service cost		58			72			129			156			59			61			188			217

Net benefit cost	$	183		$	207		$	375		$	416		$	170		$	163		$	545		$	579

The fair value of financial instruments is determined by reference to ~~various~~observable market data and other valuation techniques as appropriate. The only category of financial instruments where the difference between fair value and recorded book value is of significance is long-term debt. The estimated fair value of total long-term debt, including capitalized lease obligations, was $7.8 billion and $7.6 billion, at ~~June~~September 30, 2009 and December 31, 2008, respectively, as compared to recorded book values of ~~$7.1~~$7.2 billion and $7.0 billion at ~~June~~September 30, 2009 and December 31, 2008, respectively.

The estimated fair value of derivatives outstanding and recorded on the balance sheet was a net payable of ~~$122~~$4 million and a net receivable of $118 million on ~~June~~September 30, 2009 and December 31, 2008, respectively. The Corporation would have paid or received this amount from third parties if these derivatives had been settled in the open market based on observable market inputs.

The fair value of derivatives outstanding at ~~June~~September 30, 2009, is immaterial in relation to total assets of ~~$225~~$229 billion or net income attributable to ExxonMobil for the ~~six~~nine months ended ~~June~~September 30, 2009, of ~~$8.5~~$13.2 billion.


		Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
		2009			2008			2009			2008			2009			2008			2009			2008
		(millions of dollars)												(millions of dollars)
EARNINGS AFTER INCOME TAX
Upstream
United States		$	813		$	2,034		$	1,173		$	3,665		$	709		$	1,879		$	1,882		$	5,544
Non-U.S.			2,999			7,978			6,142			15,132			3,303			9,092			9,445			24,224
Downstream
United States			(15	)		293			337			691			(203	)		978			134			1,669
Non-U.S.			527			1,265			1,308			2,033			528			2,035			1,836			4,068
Chemical
United States			79			102			162			386			315			257			477			643
Non-U.S.			288			585			555			1,329			561			830			1,116			2,159
All other			(741	)		(577	)		(1,177	)		(666	)		(483	)		(241	)		(1,660	)		(907	)

Corporate total		$	3,950		$	11,680		$	8,500		$	22,570		$	4,730		$	14,830		$	13,230		$	37,400


*SALES AND OTHER OPERATING REVENUE(1)***
Upstream
United States		$	753		$	2,010		$	1,574		$	3,774		$	833		$	1,784		$	2,407		$	5,558
Non-U.S.			5,101			8,989			10,277			17,388			4,987			8,230			15,264			25,618
Downstream
United States			18,853			36,066			34,046			64,524			20,568			33,038			54,614			97,562
Non-U.S.			41,238			75,667			77,223			140,184			46,112			78,168			123,335			218,352
Chemical
United States			2,317			4,170			4,165			7,822			2,857			4,011			7,022			11,833
Non-U.S.			3,897			6,870			7,000			13,299			4,726			6,851			11,726			20,150
All other			8			4			10			8			7			3			17			11

Corporate total		$	72,167		$	133,776		$	134,295		$	246,999		$	80,090		$	132,085		$	214,385		$	379,084

(1) Includes sales-based taxes	(1) Includes sales-based taxes

INTERSEGMENT REVENUE
Upstream
United States		$	1,615		$	3,072		$	2,819		$	5,633		$	1,752		$	2,604		$	4,571		$	8,237
Non-U.S.			7,250			17,260			13,826			32,141			9,446			17,160			23,272			49,301
Downstream
United States			2,568			5,241			4,237			9,102			2,930			4,866			7,167			13,968
Non-U.S.			9,525			21,406			16,404			37,949			10,923			19,132			27,327			57,081
Chemical
United States			1,834			3,177			3,055			5,605			1,980			2,902			5,035			8,507
Non-U.S.			1,647			2,670			2,931			5,102			1,941			2,959			4,872			8,061
All other			72			71			143			138			70			68			213			206

For the category of exploratory well costs at year-end 2008 that were suspended more than one year, a total of $51 million was expensed in the first nine months of 2009.

Exxon Mobil Corporation has fully and unconditionally guaranteed the deferred interest debentures due 2012 ($~~2,034~~2,089 million long-term at ~~June~~September 30, 2009) and the debt securities due 2009-2011 ($26 million long-term and $13 million short-term) of SeaRiver Maritime Financial Holdings, Inc., a 100 percent owned subsidiary of Exxon Mobil Corporation.

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


	Exxon Mobil Corporation Parent Guarantor			SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated				Exxon Mobil Corporation Parent Guarantor			SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
	*(millions of dollars)*																*(millions of dollars)*
Condensed consolidated statement of income for three months ended June 30, 2009
Condensed consolidated statement of income for three months ended September 30, 2009																Condensed consolidated statement of income for three months ended September 30, 2009
Revenues and other income
Sales and other operating revenue, including sales-based taxes	$	2,633		$	—		$	69,534		$	—		$	72,167			$	3,207		$	—		$	76,883	$	—		$	80,090
Income from equity affiliates		4,271			(3	)		1,560			(4,245	)		1,583				5,238			1			1,648		(5,212	)		1,675
Other income		440			— ��			267			—			707				170			—			325		—			495
Intercompany revenue		7,441			1			64,665			(72,107	)		—				8,067			1			74,420		(82,488	)		—

Total revenues and other income		14,785			(2	)		136,026			(76,352	)		74,457				16,682			2			153,276		(87,700	)		82,260

Costs and other deductions
Crude oil and product purchases		7,511			—			98,426			(69,034	)		36,903				8,844			—			112,285		(79,440	)		41,689
Production and manufacturing expenses		1,913			—			7,458			(1,342	)		8,029				1,924			—			7,681		(1,508	)		8,097
Selling, general and administrative expenses		560			—			3,128			(169	)		3,519				783			—			3,289		(185	)		3,887
Depreciation and depletion		361			—			2,643			—			3,004				405			—			2,522		—			2,927
Exploration expenses, including dry holes		77			—			413			—			490				59			—			436		—			495
Interest expense		597			56			1,272			(1,582	)		343				174			55			1,208		(1,375	)		62
Sales-based taxes		—			—			6,216			—			6,216				—			—			6,805		—			6,805
Other taxes and duties		(43	)		—			8,479			—			8,436				4			—			9,090		—			9,094

Total costs and other deductions		10,976			56			128,035			(72,127	)		66,940				12,193			55			143,316		(82,508	)		73,056

Income before income taxes		3,809			(58	)		7,991			(4,225	)		7,517				4,489			(53	)		9,960		(5,192	)		9,204
Income taxes		(141	)		(21	)		3,733			—			3,571				(241	)		(20	)		4,594		—			4,333

Net income including noncontrolling interests		3,950			(37	)		4,258			(4,225	)		3,946				4,730			(33	)		5,366		(5,192	)		4,871
Net income attributable to noncontrolling interests		—			—			(4	)		—			(4	)			—			—			141		—			141

Net income attributable to ExxonMobil	$	3,950		$	(37	)	$	4,262		$	(4,225	)	$	3,950			$	4,730		$	(33	)	$	5,225	$	(5,192	)	$	4,730


	Exxon Mobil Corporation Parent Guarantor			SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated			Exxon Mobil Corporation Parent Guarantor			SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
	*(millions of dollars)*														*(millions of dollars)*
Condensed consolidated statement of income for three months ended June 30, 2008
Condensed consolidated statement of income for three months ended September 30, 2008														Condensed consolidated statement of income for three months ended September 30, 2008
Revenues and other income
Sales and other operating revenue, including sales-based taxes	$	5,214		$	—		$	128,562	$	—		$	133,776		$	4,859		$	—		$	127,226	$	—		$	132,085
Income from equity affiliates		11,765			(3	)		2,977		(11,756	)		2,983			14,267			5			2,819		(14,267	)		2,824
Other income		100			—			1,213		—			1,313			81			—			2,747		—			2,828
Intercompany revenue		15,052			11			132,434		(147,497	)		—			13,636			11			128,749		(142,396	)		—

Total revenues and other income		32,131			8			265,186		(159,253	)		138,072			32,843			16			261,541		(156,663	)		137,737

Costs and other deductions
Crude oil and product purchases		15,519			—			203,434		(142,258	)		76,695			13,164			—			196,879		(136,745	)		73,298
Production and manufacturing expenses		2,293			—			9,210		(1,437	)		10,066			2,067			—			9,286		(1,475	)		9,878
Selling, general and administrative expenses		1,194			—			3,401		(206	)		4,389			734			—			3,315		(226	)		3,823
Depreciation and depletion		379			—			2,711		—			3,090			360			—			2,648		—			3,008
Exploration expenses, including dry holes		67			—			271		—			338			70			—			333		—			403
Interest expense		739			52			3,019		(3,703	)		107			901			52			3,411		(4,046	)		318
Sales-based taxes		—			—			9,538		—			9,538			—			—			9,327		—			9,327
Other taxes and duties		16			—			11,402		—			11,418			18			—			10,971		—			10,989

Total costs and other deductions		20,207			52			242,986		(147,604	)		115,641			17,314			52			236,170		(142,492	)		111,044

Income before income taxes		11,924			(44	)		22,200		(11,649	)		22,431			15,529			(36	)		25,371		(14,171	)		26,693
Income taxes		244			(15	)		10,297		—			10,526			699			(14	)		10,642		—			11,327

Net income including noncontrolling interests		11,680			(29	)		11,903		(11,649	)		11,905			14,830			(22	)		14,729		(14,171	)		15,366
Net income attributable to noncontrolling interests		—			—			225		—			225			—			—			536		—			536

Net income attributable to ExxonMobil	$	11,680		$	(29	)	$	11,678	$	(11,649	)	$	11,680		$	14,830		$	(22	)	$	14,193	$	(14,171	)	$	14,830


Condensed consolidated statement of income for six months ended June 30, 2009
Condensed consolidated statement of income for nine months ended September 30, 2009														Condensed consolidated statement of income for nine months ended September 30, 2009
Revenues and other income
Sales and other operating revenue, including sales-based taxes	$	4,800		$	—		$	129,495	$	—		$	134,295		$	8,007		$	—		$	206,378	$	—		$	214,385
Income from equity affiliates		9,023			4			3,010		(8,984	)		3,053			14,261			5			4,658		(14,196	)		4,728
Other income		585			—			552		—			1,137			755			—			877		—			1,632
Intercompany revenue		13,306			2			117,300		(130,608	)		—			21,373			3			191,720		(213,096	)		—

Total revenues and other income		27,714			6			250,357		(139,592	)		138,485			44,396			8			403,633		(227,292	)		220,745

Costs and other deductions
Crude oil and product purchases		12,585			—			176,277		(124,165	)		64,697			21,429			—			288,562		(203,605	)		106,386
Production and manufacturing expenses		3,879			—			14,752		(2,623	)		16,008			5,803			—			22,433		(4,131	)		24,105
Selling, general and administrative expenses		1,218			—			6,096		(347	)		6,967			2,001		��	—			9,385		(532	)		10,854
Depreciation and depletion		728			—			5,069		—			5,797			1,133			—			7,591		—			8,724
Exploration expenses, including dry holes		132			—			709		—			841			191			—			1,145		—			1,336
Interest expense		958			111			2,894		(3,513	)		450			1,132			166			4,102		(4,888	)		512
Sales-based taxes		—			—			12,122		—			12,122			—			—			18,927		—			18,927
Other taxes and duties		(34	)		—			16,270		—			16,236			(30	)		—			25,360		—			25,330

Total costs and other deductions		19,466			111			234,189		(130,648	)		123,118			31,659			166			377,505		(213,156	)		196,174

Income before income taxes		8,248			(105	)		16,168		(8,944	)		15,367			12,737			(158	)		26,128		(14,136	)		24,571
Income taxes		(252	)		(41	)		7,012		—			6,719			(493	)		(61	)		11,606		—			11,052

Net income including noncontrolling interests		8,500			(64	)		9,156		(8,944	)		8,648			13,230			(97	)		14,522		(14,136	)		13,519
Net income attributable to noncontrolling interests		—			—			148		—			148			—			—			289		—			289

Net income attributable to ExxonMobil	$	8,500		$	(64	)	$	9,008	$	(8,944	)	$	8,500		$	13,230		$	(97	)	$	14,233	$	(14,136	)	$	13,230


	Exxon Mobil Corporation Parent Guarantor		SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated			Exxon Mobil Corporation Parent Guarantor		SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
	*(millions of dollars)*													*(millions of dollars)*
Condensed consolidated statement of income for six months ended June 30, 2008
Condensed consolidated statement of income for nine months ended September 30, 2008													Condensed consolidated statement of income for nine months ended September 30, 2008
Revenues and other income
Sales and other operating revenue, including sales-based taxes	$	9,729	$	—		$	237,270	$	—		$	246,999		$	14,588	$	—		$	364,496	$	—		$	379,084
Income from equity affiliates		22,833		(2	)		5,775		(22,814	)		5,792			37,100		3			8,594		(37,081	)		8,616
Other income		125		—			2,010		—			2,135			206		—			4,757		—			4,963
Intercompany revenue		26,652		28			245,034		(271,714	)		—			40,288		39			373,783		(414,110	)		—

Total revenues and other income		59,339		26			490,089		(294,528	)		254,926			92,182		42			751,630		(451,191	)		392,663

Costs and other deductions
Crude oil and product purchases		27,369		—			370,676		(260,379	)		137,666			40,533		—			567,555		(397,124	)		210,964
Production and manufacturing expenses		4,204		—			17,539		(2,784	)		18,959			6,271		—			26,825		(4,259	)		28,837
Selling, general and administrative expenses		1,896		—			6,714		(419	)		8,191			2,630		—			10,029		(645	)		12,014
Depreciation and depletion		772		—			5,422		—			6,194		��	1,132		—			8,070		—			9,202
Exploration expenses, including dry holes		146		—			534		—			680			216		—			867		—			1,083
Interest expense		1,933		105			6,529		(8,330	)		237			2,834		157			9,940		(12,376	)		555
Sales-based taxes		—		—			17,970		—			17,970			—		—			27,297		—			27,297
Other taxes and duties		31		—			22,093		—			22,124			49		—			33,064		—			33,113

Total costs and other deductions		36,351		105			447,477		(271,912	)		212,021			53,665		157			683,647		(414,404	)		323,065

Income before income taxes		22,988		(79	)		42,612		(22,616	)		42,905			38,517		(115	)		67,983		(36,787	)		69,598
Income taxes		418		(27	)		19,437		—			19,828			1,117		(41	)		30,079		—			31,155

Net income including noncontrolling interests		22,570		(52	)		23,175		(22,616	)		23,077			37,400		(74	)		37,904		(36,787	)		38,443
Net income attributable to noncontrolling interests		—		—			507		—			507			—		—			1,043		—			1,043

Net income attributable to ExxonMobil	$	22,570	$	(52	)	$	22,668	$	(22,616	)	$	22,570		$	37,400	$	(74	)	$	36,861	$	(36,787	)	$	37,400


		Exxon Mobil Corporation Parent Guarantor			SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated				Exxon Mobil Corporation Parent Guarantor			SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
		*(millions of dollars)*															*(millions of dollars)*
Condensed consolidated balance sheet as of June 30, 2009
Condensed consolidated balance sheet as of September 30, 2009																Condensed consolidated balance sheet as of September 30, 2009
Cash and cash equivalents		$	960		$	—		$	14,616	$	—		$	15,576			$	147		$	—		$	12,325	$	—		$	12,472
Marketable securities			—			—			153		—			153				—			—			151		—			151
Notes and accounts receivable - net			4,129			27			25,275		(2,569	)		26,862				3,921			32			25,285		(2,301	)		26,937
Inventories			1,325			—			11,116		—			12,441				1,291			—			11,294		—			12,585
Other current assets			482			—			3,982		—			4,464				393			—			4,786		—			5,179

Total current assets			6,896			27			55,142		(2,569	)		59,496				5,752			32			53,841		(2,301	)		57,324
Property, plant and equipment - net			17,502			—			110,359		—			127,861				17,751			—			115,123		—			132,874
Investments and other assets			213,132			473			446,136		(622,437	)		37,304				220,571			484			457,297		(639,243	)		39,109
Intercompany receivables			8,630			2,208			442,365		(453,203	)		—				8,434			2,199			445,308		(455,941	)		—

Total assets		$	246,160		$	2,708		$	1,054,002	$	(1,078,209	)	$	224,661			$	252,508		$	2,715		$	1,071,569	$	(1,097,485	)	$	229,307


Notes and loan payables		$	10		$	13		$	2,134	$	—		$	2,157			$	7		$	13		$	2,398	$	—		$	2,418
Accounts payable and accrued liabilities			3,463			—			38,432		—			41,895				3,356			—			39,289		—			42,645
Income taxes payable			—			—			10,131		(2,569	)		7,562				—			—			10,171		(2,301	)		7,870

Total current liabilities			3,473			13			50,697		(2,569	)		51,614				3,363			13			51,858		(2,301	)		52,933
Long-term debt			279			2,060			4,778		—			7,117				279			2,115			4,791		—			7,185
Postretirement benefits reserves			9,284			—			9,003		—			18,287				9,351			—			9,281		—			18,632
Deferred income tax liabilities			1,260			162			20,458		—			21,880				1,399			147			21,692		—			23,238
Other long-term liabilities			5,106			—			9,504		—			14,610				5,236			—			9,978		—			15,214
Intercompany payables			120,166			382			332,655		(453,203	)		—				125,615			382			329,944		(455,941	)		—

Total liabilities			139,568			2,617			427,095		(455,772	)		113,508				145,243			2,657			427,544		(458,242	)		117,202


Earnings reinvested			270,160			(628	)		125,625		(124,997	)		270,160				272,879			(661	)		130,760		(130,099	)		272,879
Other ExxonMobil equity			(163,568	)		719			496,721		(497,440	)		(163,568	)			(165,614	)		719			508,425		(509,144	)		(165,614	)

ExxonMobil share of equity			106,592			91			622,346		(622,437	)		106,592				107,265			58			639,185		(639,243	)		107,265
Noncontrolling interests			—			—			4,561		—			4,561				—			—			4,840		—			4,840

Total equity			106,592			91			626,907		(622,437	)		111,153				107,265			58			644,025		(639,243	)		112,105

Total liabilities and equity		$	246,160		$	2,708		$	1,054,002	$	(1,078,209	)	$	224,661			$	252,508		$	2,715		$	1,071,569	$	(1,097,485	)	$	229,307


Condensed consolidated balance sheet as of December 31, 2008	Condensed consolidated balance sheet as of December 31, 2008															Condensed consolidated balance sheet as of December 31, 2008
Cash and cash equivalents		$	4,011		$	—		$	27,426	$	—		$	31,437			$	4,011		$	—		$	27,426	$	—		$	31,437
Marketable securities			—			—			570		—			570				—			—			570		—			570
Notes and accounts receivable - net			2,486			3			23,224		(1,011	)		24,702				2,486			3			23,224		(1,011	)		24,702
Inventories			1,253			—			10,393		—			11,646				1,253			—			10,393		—			11,646
Other current assets			348			—			3,563		—			3,911				348			—			3,563		—			3,911

Total current assets			8,098			3			65,176		(1,011	)		72,266				8,098			3			65,176		(1,011	)		72,266
Property, plant and equipment - net			16,939			—			104,407		—			121,346				16,939			—			104,407		—			121,346
Investments and other assets			202,471			469			456,237		(624,737	)		34,440				202,471			469			456,237		(624,737	)		34,440
Intercompany receivables			10,026			2,057			432,902		(444,985	)		—				10,026			2,057			432,902		(444,985	)		—

Total assets		$	237,534		$	2,529		$	1,058,722	$	(1,070,733	)	$	228,052			$	237,534		$	2,529		$	1,058,722	$	(1,070,733	)	$	228,052


Notes and loan payables		$	7		$	13		$	2,380	$	—		$	2,400			$	7		$	13		$	2,380	$	—		$	2,400
Accounts payable and accrued liabilities			3,352			—			33,291		—			36,643				3,352			—			33,291		—			36,643
Income taxes payable			—			—			11,068		(1,011	)		10,057				—			—			11,068		(1,011	)		10,057

Total current liabilities			3,359			13			46,739		(1,011	)		49,100				3,359			13			46,739		(1,011	)		49,100
Long-term debt			279			1,951			4,795		—			7,025				279			1,951			4,795		—			7,025
Postretirement benefits reserves			11,653			—			9,076		—			20,729				11,653			—			9,076		—			20,729
Deferred income tax liabilities			120			178			19,428		—			19,726				120			178			19,428		—			19,726
Other long-term liabilities			5,175			—			8,774		—			13,949				5,175			—			8,774		—			13,949
Intercompany payables			103,983			382			340,620		(444,985	)		—				103,983			382			340,620		(444,985	)		—

Total liabilities			124,569			2,524			429,432		(445,996	)		110,529				124,569			2,524			429,432		(445,996	)		110,529


Earnings reinvested			265,680			(564	)		116,805		(116,241	)		265,680				265,680			(564	)		116,805		(116,241	)		265,680
Other ExxonMobil equity			(152,715	)		569			507,927		(508,496	)		(152,715	)			(152,715	)		569			507,927		(508,496	)		(152,715	)

ExxonMobil share of equity			112,965			5			624,732		(624,737	)		112,965				112,965			5			624,732		(624,737	)		112,965
Noncontrolling interests			—			—			4,558		—			4,558				—			—			4,558		—			4,558

Total equity			112,965			5			629,290		(624,737	)		117,523				112,965			5			629,290		(624,737	)		117,523

Total liabilities and equity		$	237,534		$	2,529		$	1,058,722	$	(1,070,733	)	$	228,052			$	237,534		$	2,529		$	1,058,722	$	(1,070,733	)	$	228,052


	Exxon Mobil Corporation Parent Guarantor			SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated				Exxon Mobil Corporation Parent Guarantor			SeaRiver Maritime Financial Holdings Inc.			All Other Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
	*(millions of dollars)*																*(millions of dollars)*
Condensed consolidated statement of cash flows for six months ended June 30, 2009
Condensed consolidated statement of cash flows for nine months ended September 30, 2009																Condensed consolidated statement of cash flows for nine months ended September 30, 2009
Cash provided by/(used in) operating activities	$	(2,130	)	$	1		$	13,424		$	(188	)	$	11,107			$	(1,554	)	$	2		$	21,764		$	(278	)	$	19,934

Cash flows from investing activities
Additions to property, plant and equipment		(1,321	)		—			(8,917	)		—			(10,238	)			(1,999	)		—			(13,729	)		—			(15,728	)
Sales of long-term assets		97			—			814			—			911				191			—			892			—			1,083
Net intercompany investing		17,178			(151	)		(17,349	)		322			—				22,485			(152	)		(22,646	)		313			—
All other investing, net		—			—			(386	)		—			(386	)			—			—			(1,352	)		—			(1,352	)

Net cash provided by/(used in) investing activities		15,954			(151	)		(25,838	)		322			(9,713	)			20,677			(152	)		(36,835	)		313			(15,997	)

Cash flows from financing activities
Additions to long-term debt		—			—			145			—			145				—			—			192			—			192
Reductions in long-term debt		—			—			(20	)		—			(20	)			—			—			(27	)		—			(27	)
Additions/(reductions) in short-term debt - net		3			—			(353	)		—			(350	)
Additions/(reductions) in short-term debt—net																		—			—			(202	)		—			(202	)
Cash dividends		(4,020	)		—			(188	)		188			(4,020	)			(6,031	)		—			(278	)		278			(6,031	)
Net ExxonMobil shares sold/(acquired)		(12,913	)		—			—			—			(12,913	)			(17,035	)		—			—			—			(17,035	)
Net intercompany financing activity		—			—			172			(172	)		—				—			—			163			(163	)		—
All other financing, net		55			150			(257	)		(150	)		(202	)			79			150			(364	)		(150	)		(285	)

Net cash provided by/(used in) financing activities		(16,875	)		150			(501	)		(134	)		(17,360	)			(22,987	)		150			(516	)		(35	)		(23,388	)

Effects of exchange rate changes on cash		—			—			105			—			105				—			—			486			—			486

Increase/(decrease) in cash and cash equivalents	$	(3,051	)	$	—		$	(12,810	)	$	—		$	(15,861	)		$	(3,864	)	$	—		$	(15,101	)	$	—		$	(18,965	)


Condensed consolidated statement of cash flows for six months ended June 30, 2008
Condensed consolidated statement of cash flows for nine months ended September 30, 2008																Condensed consolidated statement of cash flows for nine months ended September 30, 2008
Cash provided by/(used in) operating activities	$	22,935		$	21		$	34,334		$	(22,452	)	$	34,838			$	25,019		$	29		$	46,979		$	(22,786	)	$	49,241

Cash flows from investing activities
Additions to property, plant and equipment		(835	)		—			(8,016	)		—			(8,851	)			(1,489	)		—			(12,504	)		—			(13,993	)
Sales of long-term assets		98			—			1,474			—			1,572				138			—			4,064			—			4,202
Net intercompany investing		(2,008	)		(122	)		1,961			169			—				9,600			(130	)		(9,647	)		177			—
All other investing, net		—			—			(1,489	)		—			(1,489	)			—			—			(3,081	)		—			(3,081	)

Net cash provided by/(used in) investing activities		(2,745	)		(122	)		(6,070	)		169			(8,768	)			8,249			(130	)		(21,168	)		177			(12,872	)

Cash flows from financing activities
Additions to long-term debt		—			—			36			—			36				—			—			177			—			177
Reductions in long-term debt		—			—			(53	)		—			(53	)			—			—			(152	)		—			(152	)
Additions/(reductions) in short-term debt - net		147			—			(362	)		—			(215	)
Additions/(reductions) in short-term debt—net																		29			—			265			—			294
Cash dividends		(3,977	)		—			(22,452	)		22,452			(3,977	)			(6,040	)		—			(22,786	)		22,786			(6,040	)
Net ExxonMobil shares sold/(acquired)		(17,788	)		—			—			—			(17,788	)			(26,400	)		—			—			—			(26,400	)
Net intercompany financing activity		—			1			68			(69	)		—				—			1			76			(77	)		—
All other financing, net		150			100			(357	)		(100	)		(207	)			161			100			(664	)		(100	)		(503	)

Net cash provided by/(used in) financing activities		(21,468	)		101			(23,120	)		22,283			(22,204	)			(32,250	)		101			(23,084	)		22,609			(32,624	)

Effects of exchange rate changes on cash		—			—			1,121			—			1,121				—			—			(1,052	)		—			(1,052	)

Increase/(decrease) in cash and cash equivalents	$	(1,278	)	$	—		$	6,265		$	—		$	4,987			$	1,018		$	—		$	1,675		$	—		$	2,693


	Second Quarter						First Six Months						Third Quarter						First Nine Months
Earnings (U.S. GAAP)	2009			2008			2009			2008			2009			2008			2009			2008
	(millions of dollars)												(millions of dollars)
Upstream
United States	$	813		$	2,034		$	1,173		$	3,665		$	709		$	1,879		$	1,882		$	5,544
Non-U.S.		2,999			7,978			6,142			15,132			3,303			9,092			9,445			24,224
Downstream
United States		(15	)		293			337			691			(203	)		978			134			1,669
Non-U.S.		527			1,265			1,308			2,033			528			2,035			1,836			4,068
Chemical
United States		79			102			162			386			315			257			477			643
Non-U.S.		288			585			555			1,329			561			830			1,116			2,159
Corporate and financing		(741	)		(577	)		(1,177	)		(666	)		(483	)		(241	)		(1,660	)		(907	)

Net Income attributable to ExxonMobil (U.S. GAAP)	$	3,950		$	11,680		$	8,500		$	22,570		$	4,730		$	14,830		$	13,230		$	37,400


Earnings per common share (dollars)	$	0.82		$	2.24		$	1.74		$	4.27		$	0.98		$	2.86		$	2.72		$	7.13
Earnings per common share - assuming dilution (dollars)	$	0.81		$	2.22		$	1.73		$	4.24		$	0.98		$	2.85		$	2.71		$	7.09

Special items included in earnings
Non-U.S. Upstream
Sale of German gas transportation business													$	0		$	1,620		$	0		$	1,620
Corporate and financing
Valdez litigation	$	(140	)	$	(290	)	$	(140	)	$	(290	)	$	0		$	(170	)	$	(140	)	$	(460	)

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

Exxon Mobil Corporation reported ~~second~~third quarter 2009 earnings of ~~$3,950~~$4,730 million, down 6668 percent or $10,100 million from the ~~second~~third quarter of 2008. Earnings per share of ~~$0.81~~$0.98 were down 6466 percent reflecting lower earnings and the benefit of the share purchase program. The third quarter of 2008 included a special gain of $1,620 million from the sale of a natural gas transportation business in Germany and a special charge of $170 million related to the Valdez punitive damages award. Earnings for the third quarter of 2009 did not include any special items.

Despite ongoing global economic weakness and reduced demand for products, we continued our robust investment program and delivered strong results. We are well-positioned for continued production growth with projects such as QatarGas, RasGas and Gorgon LNG which will contribute additional long plateau production for decades and provide ExxonMobil with a strong foundation.

ExxonMobil’s industry leading financial strength has allowed us to continue to invest across the economic cycle focusing on world class opportunities. Our commitment to a disciplined and long term focused investment strategy sets ExxonMobil apart from its competitors. In addition to funding our capital and operating programs, we distributed $2.0 billion in dividends and purchased $4.0 billion of ExxonMobil common stock during the third quarter, which reduced shares outstanding by 1.2 percent.

Earnings in the first nine months of 2009 of $13,230 million decreased $24,170 million from 2008. Earnings per share decreased 62 percent to $2.71, reflecting lower earnings and the continued reduction in the number of shares outstanding. Earnings for 2009 included a special charge of $140 million for interest related to the Valdez punitive damages award. ~~Second quarter~~Earnings for 2008 ~~earnings~~ included a ~~charge~~special gain of ~~$290~~$1,620 million from the sale of a natural gas transportation business in Germany and special charges of $460 million related to the Valdez punitive damages award.

~~Global economic conditions continue~~While continuing to ~~impact the energy industry both in the volatility of~~be impacted by lower commodity prices and ~~reduced demand for products. In spite of these challenges, ExxonMobil achieved solid results. We continued~~weak product margins, we maintained our ~~capital investment program at near record levels while returning over $16~~focus on operational excellence and invested $19 billion ~~to our shareholders during~~through the first ~~half~~three quarters of the ~~year.~~

year to develop new energy supplies. The Corporation distributed a total of ~~$7.0~~$22.0 billion to shareholders in the ~~second quarter~~first nine months of 2009 through dividends and share purchases to reduce shares outstanding. Dividends per share of $1.24 increased 8 percent.

Earnings in the first half of 2009 of $8,500 million decreased $14,070 million, or 62 percent, from 2008 reflecting lower crude oil and natural gas realizations. Earnings per share decreased 59 percent to $1.73, reflecting lower earnings and the continued reduction in the number of shares outstanding.


	Second Quarter				First Six Months				Third Quarter				First Nine Months
	2009		2008		2009		2008		2009		2008		2009		2008
	(millions of dollars)								(millions of dollars)
Upstream earnings

United States	$	813	$	2,034	$	1,173	$	3,665	$	709	$	1,879	$	1,882	$	5,544
Non-U.S.		2,999		7,978		6,142		15,132		3,303		9,092		9,445		24,224

Total	$	3,812	$	10,012	$	7,315	$	18,797	$	4,012	$	10,971	$	11,327	$	29,768


Special items included in earnings
Non-U.S. Upstream
Sale of German gas transportation business									$	0	$	1,620	$	0	$	1,620

Upstream earnings ~~were $3,812~~of $4,012 million in the ~~second~~third quarter of 2009 were down ~~$6,200~~$6,959 million from 2008. Lower crude oil and natural gas realizations accounted for the majority of the decline, reducing earnings approximately ~~$6.1 billion.~~$4.9 billion while higher operating costs reduced earnings approximately $300 million. The third quarter of 2008 included a special gain of $1,620 million from the sale of a natural gas transportation business in Germany.

~~On an oil-equivalent basis,~~Oil-equivalent production ~~decreased about~~increased by 3 percent ~~from~~over the ~~second~~third quarter of ~~2008.~~2008 with contributions from major start-ups of world-class assets including Qatargas 2, Train 5 and Ras Laffan 3, Train 6 in Qatar. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was ~~down~~up about ~~2.5~~5 percent.

Liquids production totaled ~~2,347~~2,335 kbd (thousands of barrels per day), ~~down 44~~up 45 kbd from the ~~second~~third quarter of 2008. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was ~~flat,~~up over 5 percent, as ~~field decline was offset by~~ increased production from projects in the United States and ~~west Africa, and lower maintenance activity.~~Kazakhstan was partly offset by field decline.

~~Second~~Third quarter natural gas production was ~~8,013~~8,129 mcfd (millions of cubic feet per day), ~~down 476~~up 309 mcfd from 2008. New production volumes from project additions in Qatar and the United States ~~and the North Sea~~ were ~~more than~~partly offset by ~~field decline and lower European demand.~~maintenance in Europe.

Earnings from U.S. Upstream operations were ~~$813~~$709 million, ~~$1,221~~$1,170 million lower than the ~~second~~third quarter of 2008. Non-U.S. Upstream earnings were ~~$2,999~~$3,303 million, down ~~$4,979~~$5,789 million from last year.

Upstream earnings were $11,327 million in the first ~~six~~nine months of 2009, ~~were $7,315 million,~~ down ~~$11,482~~$18,441 million from 2008. Lower crude oil and natural gas realizations decreased earnings approximately ~~$11.0~~$15.8 billion while higher operating costs reduced earnings about ~~$600 million.~~$1.0 billion. A special gain of $1,620 million from the sale of a natural gas transportation business in Germany was included in 2008.

On an oil-equivalent basis, production ~~decreased less than 2 percent from last year. Excluding~~was essentially flat compared to the ~~impacts of entitlement volumes, OPEC quota effects and divestments, production was flat.~~

~~Liquids production of 2,411 kbd decreased 19 kbd from~~same period in 2008. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was up 1 percent.

Liquids production of 2,385 kbd remained flat with 2008. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was up over 12 percent, as new volumes from project additions in west Africa and the United States, and lower maintenance activity, were partly offset by field decline.

Natural gas production of ~~9,094~~8,778 mcfd decreased ~~265~~64 mcfd from 2008. Higher volumes from Qatar ~~and North Sea projects~~ were more than offset by field ~~decline and lower European demand.~~decline.

Earnings from U.S. Upstream operations for 2009 were ~~$1,173~~$1,882 million, a decrease of ~~$2,492~~$3,662 million. Earnings outside the U.S. were ~~$6,142~~$9,445 million, ~~$8,990 million lower than last year.~~down $14,779 million.


	Second Quarter					First Six Months				Third Quarter					First Nine Months
	2009			2008		2009		2008		2009			2008		2009		2008
	(millions of dollars)									(millions of dollars)
Downstream earnings
United States	$	(15	)	$	293	$	337	$	691	$	(203	)	$	978	$	134	$	1,669
Non-U.S.		527			1,265		1,308		2,033		528			2,035		1,836		4,068

Total	$	512		$	1,558	$	1,645	$	2,724	$	325		$	3,013	$	1,970	$	5,737

Downstream earnings of ~~$512~~$325 million in the ~~second~~third quarter of 2009 were down ~~$1,046~~$2,688 million from the third quarter of 2008. Lower refining margins drove the decline, reducing earnings ~~approximately $1.0 billion, as weaker refining margins more than offset stronger marketing margins.~~$2.6 billion. Petroleum product sales of ~~6,487~~6,301 kbd were ~~288~~387 kbd lower than last year’s ~~second~~third quarter, mainly reflecting asset sales and lower demand.

The U.S. Downstream recorded a loss of ~~$15~~$203 million, down ~~$308~~$1,181 million from the ~~second~~third quarter of 2008. Non-U.S. Downstream earnings of ~~$527~~$528 million were ~~$738~~$1,507 million lower than last year.

Downstream earnings of $1,970 million in the first ~~six~~nine months of 2009 ~~of $1,645 million~~ were ~~$1,079~~$3,767 million lower than 2008. Weaker margins ~~reduced~~decreased earnings approximately ~~$300 million.~~$2.8 billion. Lower volumes and refinery optimization ~~associated with~~due to weaker demand reduced earnings about $500 ~~million. Higher~~million while higher operating costs ~~mainly associated with planned work activity also reduced~~resulted in a $300 million decline in earnings. Petroleum product sales of ~~6,461~~6,407 kbd decreased from ~~6,798~~6,761 kbd in 2008, mainly reflecting asset sales and lower demand.

U.S. Downstream earnings were ~~$337~~$134 million, down ~~$354~~$1,535 million. Non-U.S. Downstream earnings were ~~$1,308~~$1,836 million, ~~$725~~$2,232 million lower than last year.


	Second Quarter				First Six Months				Third Quarter				First Nine Months
	2009		2008		2009		2008		2009		2008		2009		2008
	(millions of dollars)								(millions of dollars)
Chemical earnings
United States	$	79	$	102	$	162	$	386	$	315	$	257	$	477	$	643
Non-U.S.		288		585		555		1,329		561		830		1,116		2,159

Total	$	367	$	687	$	717	$	1,715	$	876	$	1,087	$	1,593	$	2,802

Chemical earnings of ~~$367~~$876 million in the ~~second~~third quarter of 2009 were ~~$320~~$211 million lower than the third quarter of 2008. ~~Lower volumes reduced~~Weaker margins drove the decline, reducing earnings ~~approximately $150 million, while weaker margins decreased earnings by about $100~~$170 million. ~~Hurricane repair costs and unfavorable foreign exchange effects also reduced earnings. Second~~Third quarter prime product sales of ~~6,267~~6,356 kt (thousands of metric tons) were ~~451~~296 kt ~~lower~~higher than the prior year primarily due to ~~weaker demand.~~the absence of last year’s hurricane impacts.

Chemical earnings of $1,593 million in the first ~~six~~nine months of 2009 ~~of $717 million~~ decreased ~~$998~~$1,209 million from 2008. ~~Lower volumes~~Weaker margins reduced earnings by approximately ~~$450~~$500 million while lower ~~margins~~volumes reduced earnings about ~~$350~~$400 million. Unfavorable foreign exchange effects ~~and hurricane costs also~~ decreased ~~earnings.~~earnings by $200 million. Prime product sales of ~~11,794~~18,150 kt were down ~~1,502~~1,206 kt from 2008.


	Second Quarter						First Six Months						Third Quarter						First Nine Months
	2009			2008			2009			2008			2009			2008			2009			2008
	(millions of dollars)												(millions of dollars)
Corporate and financing earnings	$	(741	)	$	(577	)	$	(1,177	)	$	(666	)	$	(483	)	$	(241	)	$	(1,660	)	$	(907	)

Special items included in earnings
Corporate and financing
Valdez litigation	$	(140	)	$	(290	)	$	(140	)	$	(290	)	$	0		$	(170	)	$	(140	)	$	(460	)

Corporate and financing expenses of ~~$741~~$483 million in the ~~second~~third quarter of 2009 were up ~~$164~~$242 million ~~from 2008,~~ due mainly to lower interest income partially offset by ~~a lower~~the absence of the Valdez ~~litigation~~interest charge in ~~the current period.~~2008.

Corporate and financing expenses in the first ~~six~~nine months of 2009 of ~~$1,177~~$1,660 million were up ~~$511~~$753 million from 2008, mainly due to lower interest income partially offset by a lower Valdez litigation charge in the current year.


	Second Quarter				First Six Months						Third Quarter				First Nine Months
	2009		2008		2009			2008			2009		2008		2009			2008
	(millions of dollars)										(millions of dollars)
Net cash provided by/(used in)
Operating activities					$	11,107		$	34,838						$	19,934		$	49,241
Investing activities						(9,713	)		(8,768	)						(15,997	)		(12,872	)
Financing activities						(17,360	)		(22,204	)						(23,388	)		(32,624	)
Effect of exchange rate changes						105			1,121							486			(1,052	)

Increase/(decrease) in cash and cash equivalents					$	(15,861	)	$	4,987						$	(18,965	)	$	2,693


Cash and cash equivalents (at end of period)					$	15,576		$	38,968						$	12,472		$	36,674
Cash flow from operations and asset sales
Net cash provided by operating activities (U.S. GAAP)	$	2,197	$	13,418	$	11,107		$	34,838		$	8,827	$	14,403	$	19,934		$	49,241
Sales of subsidiaries, investments and property, plant and equipment		770		1,159		911			1,572			172		2,630		1,083			4,202

Cash flow from operations and asset sales	$	2,967	$	14,577	$	12,018		$	36,410		$	8,999	$	17,033	$	21,017		$	53,443

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

Total cash and cash equivalents of ~~$15.6~~$12.5 billion at the end of the ~~second~~third quarter of 2009 compared to ~~$39.0~~$36.7 billion at the end of the ~~second~~third quarter of 2008.

Cash provided by operating activities totaled ~~$11,107~~$19,934 million for the first ~~six~~nine months of 2009, ~~$23,731~~$29,307 million lower than 2008. The major source of funds was net income including noncontrolling interests of ~~$8,648~~$13,519 million, adjusted for the noncash provision of ~~$5,797~~$8,724 million for depreciation and depletion, both of which decreased. In the 2008 period, the effects of higher prices on payments of accounts and other payables and collection of accounts receivable and the timing of income tax payments added to cash provided by operating activities. All other items net in 2009 included ~~$3.9~~$4.1 billion of pension fund contributions, consistent with previous disclosures. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.

Investing activities for the first ~~six~~nine months of 2009 used net cash of ~~$9,713~~$15,997 million compared to ~~$8,768~~$12,872 million in the prior year. Spending for additions to property, plant and equipment increased ~~$1,387~~$1,735 million to ~~$10,238~~$15,728 million. Proceeds from asset divestments of ~~$911~~$1,083 million in 2009 were ~~lower.~~lower, mainly attributable to the absence of the sale of the German natural gas transportation business in 2008. Sales of investments in marketable securities in the current period, compared to purchases in 2008, are reflected in the change in other investing activities.

Cash flow from operations and asset sales in the ~~second~~third quarter of 2009 of ~~$3.0~~$9.0 billion, including asset sales of ~~$0.8~~$0.2 billion, decreased ~~$11.6~~$8.0 billion from the comparable 2008 period. Cash flow from operations and asset sales in the first ~~six~~nine months of 2009 of ~~$12.0~~$21.0 billion, including asset sales of ~~$0.9~~$1.1 billion, decreased ~~$24.4~~$32.4 billion from 2008.

Net cash used in financing activities of ~~$17,360~~$23,388 million in the first ~~six~~nine months of 2009 was ~~$4,844~~$9,236 million lower reflecting a lower level of purchases of shares of ExxonMobil stock.

During the ~~second~~third quarter of 2009, Exxon Mobil Corporation purchased 7561 million shares of its common stock for the treasury at a gross cost of ~~$5.2~~$4.2 billion. These purchases included ~~$5.0~~$4.0 billion to reduce the number of shares outstanding, with the balance used to offset shares issued in conjunction with the company’s benefit plans and programs. Shares outstanding were reduced from ~~4,880 million at the end of the first quarter to~~ 4,806 million at the end of the second ~~quarter. Share purchases~~quarter to ~~reduce shares outstanding are currently anticipated to equal $4.0 billion in~~4,747 million at the end of the third ~~quarter of 2009.~~quarter.

Gross share purchases through the first ~~half~~nine months of 2009 were ~~$13.1~~$17.3 billion, reducing shares outstanding by ~~3.4~~4.6 percent. Purchases may be made in both the open market and through negotiated transactions, and may be increased, decreased or discontinued at any time without prior notice.

The Corporation distributed to shareholders a total of ~~$7.0~~$6.0 billion in the ~~second~~third quarter of 2009 and ~~$16.0~~$22.0 billion in the first ~~half~~nine months of 2009 through dividends and share purchases to reduce shares outstanding.

Total debt of ~~$9.3~~$9.6 billion at ~~June~~September 30, 2009, compared to $9.4 billion at year-end 2008. The Corporation’s debt to total capital ratio was ~~7.7~~7.9 percent at the end of the ~~second~~third quarter of 2009 compared to 7.4 percent at year-end 2008.

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

The Corporation, as part of its ongoing asset management program, continues to evaluate its mix of assets for potential upgrade. Because of the ongoing nature of this program, dispositions will continue to be made from time to time which will result in either gains or losses.


	Second Quarter						First Six Months						Third Quarter						First Nine Months
	2009			2008			2009			2008			2009			2008			2009			2008
	(millions of dollars)												(millions of dollars)
Income taxes	$	3,571		$	10,526		$	6,719		$	19,828		$	4,333		$	11,327		$	11,052		$	31,155
Effective income tax rate		50	%		49	%		47	%		48	%		50	%		44	%		48	%		47	%
Sales-based taxes		6,216			9,538			12,122			17,970			6,805			9,327			18,927			27,297
All other taxes and duties		9,124			12,297			17,713			23,904			9,729			11,856			27,442			35,760

Total	$	18,911		$	32,361		$	36,554		$	61,702		$	20,867		$	32,510		$	57,421		$	94,212

Income, sales-based and all other taxes and duties for the ~~second~~third quarter of 2009 of ~~$18,911~~$20,867 million were lower than 2008. In the ~~second~~third quarter of 2009 income tax expense declined to ~~$3,571~~$4,333 million reflecting the lower level of earnings and the effective income tax rate was 50 percent, compared to ~~$10,526~~$11,327 million and 4944 percent, respectively, in the prior year period. Sales-based taxes and all other taxes and duties decreased in 2009 reflecting lower prices and foreign exchange effects.

Income, sales-based and all other taxes and duties for the first ~~six~~nine months of 2009 of ~~$36,554~~$57,421 million were lower than 2008. In the first ~~six~~nine months of 2009 income tax expense declined to ~~$6,719~~$11,052 million reflecting the lower level of earnings and the effective income tax rate was 4748 percent, compared to ~~$19,828~~$31,155 million and 4847 percent, respectively, in the prior year period. Sales-based taxes and all other taxes and duties decreased in 2009 reflecting lower prices and foreign exchange effects.


	Second Quarter				First Six Months				Third Quarter				First Nine Months
	2009		2008		2009		2008		2009		2008		2009		2008
	(millions of dollars)								(millions of dollars)
Upstream (including exploration expenses)	$	4,905	$	5,257	$	9,271	$	9,352	$	4,907	$	5,277	$	14,178	$	14,629
Downstream		817		904		1,463		1,731		831		844		2,294		2,575
Chemical		830		797		1,588		1,363		747		721		2,335		2,084
Other		10		12		14		15		8		11		22		26

Total	$	6,562	$	6,970	$	12,336	$	12,461	$	6,493	$	6,853	$	18,829	$	19,314

~~ExxonMobil continued its robust capital investment program in the second quarter.~~ Capital and exploration ~~project spending was $6.6~~expenditures were $6.5 billion in the ~~second~~third quarter of 2009, down 65 percent from ~~last year, mainly due to~~2008, reflecting the ~~strengthening~~impacts of ~~the~~a stronger U.S. dollar.

~~In line with our longer term plan, capital~~Capital and exploration expenditures ~~for~~were $18.8 billion in the first ~~half~~nine months of 2009, ~~were $12.3 billion,~~ down 13 percent versus 2008 due to the stronger U.S. dollar. Capital and exploration expenditures for full year 2008 were $26.1 billion and are expected to range from $25 billion to $30 billion for the next several years. Actual spending could vary depending on the progress of individual projects.

Statements in this report relating to future plans, projections, events or conditions are forward-looking statements. Actual results, including project plans, costs, timing, and capacities; capital and exploration expenditures; and share purchase levels, could differ materially due to factors including: changes in long-term oil or gas prices or other market or economic conditions affecting the oil and gas industry; completion of repair projects as planned; unforeseen technical difficulties; political events or disturbances; reservoir performance; the outcome of commercial negotiations; wars and acts of terrorism or sabotage; changes in technical or operating conditions; and other factors discussed under the heading “Factors Affecting Future Results” on our website and in Item 1A of ExxonMobil’s 2008 Form 10-K. We assume no duty to update these statements as of any future date.

Information about market risks for the ~~six~~nine months ended ~~June~~September 30, 2009, does not differ materially from that discussed under Item 7A of the registrant’s Annual Report on Form 10-K for 2008.

As indicated in the certifications in Exhibit 31 of this report, the Corporation’s chief executive officer, principal financial officer and principal accounting officer have evaluated the Corporation’s disclosure controls and procedures as of ~~June~~September 30, 2009. 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.

The Corporation reported in November 2008 certain incidents of acid gas flaring at its refinery in Baytown, Texas pursuant to the Corporation’s 2005 consent decree with the U.S. Environmental Protection Agency (“EPA”) et al., entered by the U.S. District Court for the Northern District of Illinois, relating to the EPA’s New Source Review Enforcement Initiative. The Corporation reported these incidents as covered by the force majeure provisions of the Consent Decree, but the EPA responded on September 30, 2009, with a demand for stipulated penalties pursuant to the Consent Decree of $385,000. The Corporation is preparing a response to the penalty demand.

The Louisiana Department of Environmental Quality (LDEQ) issued a Consolidated Compliance Order & Notice of Potential Penalty to the Corporation’s Baton Rouge, Louisiana refinery on March 7, 2008, relating to alleged noncompliance with leak detection and repair (LDAR) requirements for fugitive emission components in certain refinery equipment. The refinery self-disclosed these issues to the LDEQ and continues to conduct leak detection and monitoring activities pursuant to its LDAR plan. Although the LDEQ will not propose a specific penalty until the refinery completes its corrective action steps, it is believed at this time that the potential penalty could exceed $100,000.

Regarding a ~~previously~~matter reported ~~matter,~~in the Corporation’s second quarter 2009 Form 10-Q, between the dates of June 16 and June 23, 2009, single-count criminal informations alleging violations of 16 U.S.C. Sections 703 and 707 of the Migratory Bird Treaty Act were filed by the U.S. government against Exxon Mobil Corporation in the ~~Federal Districts~~U.S. District Courts of Colorado, Kansas, ~~and~~ Wyoming, ~~and in the~~ Western District of Oklahoma and ~~the~~ Northern District of Texas. These informations ~~are being~~were consolidated for resolution in the ~~Federal~~U.S. District Court of Colorado. AThe U.S. Government and the company entered into a plea agreement intended to resolve the consolidated matter, ~~has been signed~~which was approved by the ~~U.S. government and~~court on August 12, 2009. Under the ~~company. The~~ plea agreement, ~~requires that~~ Exxon Mobil Corporation ~~plead~~pled guilty to the five individual informations alleging misdemeanor violations of 16 U.S.C. Section 703 and 707(a) of the Migratory Bird Treaty Act and ~~agree~~agreed to the following: (1) a term of probation of three years; (2) to fund and implement an environmental compliance plan for the three year probationary period; (3) to pay an aggregate fine of $400,000 directed to the North American Wetlands Conservation Fund ($80,000 per jurisdiction for wetlands conservation work in each jurisdiction); (4) to pay a special assessment of $250; and (5) to pay $200,000 in community service payments ($40,000 in Colorado to the Pauline S. Schnegas Foundation and $40,000 for each remaining jurisdiction to the National Fish and Wildlife Foundation). ~~A hearing before the court to review the plea agreement is scheduled for August 12, 2009.~~

The Massachusetts Department of Environmental Protection (MADEP) and State Attorney General (AG) have alleged that between 2000 and 2008 the Everett and Springfield terminals in Massachusetts violated a number of their air permit requirements and provisions of Clean Air Act regulations. By letter dated April 17, 2009, the AG itemized the violations and made a settlement demand upon the company that would require specific physical changes at both facilities to reduce air emissions as well as a payment of a civil penalty of $8.1 million. ExxonMobil has responded to the demand letter, outlining certain arguments and defenses and a meeting is scheduled for September 2009 to discuss the issues. The MADEP and AG have stated that if the parties are unsuccessful in reaching a settlement that they will file a civil complaint with the Massachusetts Superior Court seeking injunctive relief and a monetary penalty.

Regarding a previously reported matter, on December 23, 2008, the office of the United States Attorney for the District of Massachusetts filed a misdemeanor criminal information alleging that ExxonMobil Pipeline Company violated 33 U.S.C. Sections 1319(c) (1) and 1321(b) (3) of the Clean Water Act resulting from a spill that occurred on or about January 9-10, 2006, on the Island End River near the Corporation’s Everett Terminal facility in Everett, Massachusetts. A plea agreement intended to resolve the case was also filed with the Federal District Court on that same date. On April 30, 2009, the court accepted and approved a revised plea agreement as the basis for the resolution of the matter. The revised plea agreement requires that ExxonMobil Pipeline Company plead guilty to a misdemeanor violation of 33 U.S.C. Section 1319(c)(1) of the Clean Water Act and agree to the following: (1) a term of probation of three years; (2) fund and implement an environmental compliance plan for the three year probationary period; (3) pay a fine of $359,018 and a special assessment of $125; (4) pay $4,640,982 in community service payments to the North American Wetlands Conservation Act Fund and $1,000,000 to the Massachusetts Environmental Trust; and (5) pay $179,509 for spill-related cleanup costs.

In September 2009, purported shareholder derivative petitions captionedDragoone v. Boskin, et al. andTropiano v. Boskin, et al.were filed in the District Court of Dallas County, Texas, naming certain current and former directors as defendants and ExxonMobil as a nominal defendant. The ~~Louisiana Department~~petitions claim that the individual defendants breached their fiduciary duties by, among other things, allegedly failing to properly supervise the management of ~~Environmental Quality (LDEQ) issued~~land leases overlaying hydrocarbon resources in the Point Thomson Unit on the Northern Slope of Alaska. The petitions also allege that the individual defendants caused the company to make materially false and misleading statements concerning the leases and caused the waste of corporate assets. The petitions seek damages from the individual defendants in favor of ExxonMobil, equitable relief to remedy their alleged breaches, and costs and expenses of the action.

In October 2009, a ~~Consolidated Compliance Order & Notice~~purported shareholder complaint captionedResnik v. Boskin et al.,alleging direct and derivative claims, was filed in the United States District Court for the District of ~~Potential Penalty~~New Jersey, naming the present directors, the “named executive officers” (as defined in SEC regulations) and ExxonMobil as defendants. The complaint alleges that ExxonMobil made materially false and misleading statements and omissions concerning the tax deductibility of certain incentive compensation paid to the ~~Corporation’s Baton Rouge Resins Finishing Plant (BRFP) on October 16, 2008, relating~~named executive officers under ExxonMobil’s 2003 Incentive Program. The complaint seeks the distribution to ~~alleged exceedences~~stockholders of ~~air permit limits for certain volatile organic compounds and hazardous air pollutants. BRFP has self-disclosed these emission results~~corrective disclosure, stockholder reapproval of the program, an injunction against payments under the program to the ~~LDEQ~~named executive officers, damages from the individual defendants in favor of ExxonMobil, and ~~proposed a number~~costs and expenses of ~~specific corrective action steps. Although LDEQ will not propose a specific penalty until BRFP completes its corrective action steps, it is believed at this time that~~ the ~~potential penalty could exceed $100,000. Completion of all action steps is required by October 2010.~~action.

Refer to the relevant portions of note 3 on pages 6 and 7 of this Quarterly Report on Form 10-Q for further information on legal proceedings.

Issuer Purchase of Equity Securities for Quarter Ended ~~June~~September 30, 2009

At the annual meeting of shareholders on May 27, 2009, the following proposals were voted upon. Percentages are based on the total of the shares voted For and either Withheld or voted Against, as appropriate.

For additional information, see the registrant’s definitive proxy statement dated April 13, 2009, “Item 1 - Election of Directors” (beginning on page 13) and the items beginning with “Item 2 - Ratification of Independent Auditors”, on page 50, through “Item 13 - Renewable Energy Policy”, ending on page 68.

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.


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

5959 Las Colinas Boulevard, Irving, Texas		75039-2298
(Address of principal executive offices)		(Zip Code)


		Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

Condensed Consolidated Statement of Income Three and ~~six~~nine months ended ~~June~~September 30, 2009 and 2008		3

Condensed Consolidated Balance Sheet As of ~~June~~September 30, 2009 and December 31, 2008		4

Condensed Consolidated Statement of Cash Flows ~~Six~~Nine months ended ~~June~~September 30, 2009 and 2008		5

Notes to Condensed Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 4.	~~Submission of Matters to a Vote of Security Holders~~	24

~~Item~~ 6.	Exhibits	2524

Signature		2625

Index to Exhibits		2726


	As of June 30, 2009
	Equity Company Obligations		Other Third Party Obligations		Total
	(millions of dollars)
Total guarantees	$	6,599	$	1,985	$	8,584


	As of September 30, 2009
	Equity Company Obligations		Other Third Party Obligations		Total
	(millions of dollars)
Total guarantees	$	6,635	$	2,252	$	8,887


Class		Outstanding as of ~~June~~September 30, 2009
Common stock, without par value		~~4,805,790,141~~4,747,283,776


Period	Total Number Of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number Of Shares that May Yet Be Purchased Under the Plans or Programs
April, 2009	25,761,081	$	67.65	25,761,081

May, 2009	24,107,846	$	69.26	24,107,846

June, 2009	25,624,412	$	71.55	25,624,412


Total	75,493,339	$	69.49	75,493,339	(See Note 1	)


Note 1 —		On August 1, 2000, the Corporation announced its intention to resume purchases of shares of its common stock for the treasury both to offset shares issued in conjunction with company benefit plans and programs and to gradually reduce the number of shares outstanding. The announcement did not specify an amount or expiration date. The Corporation has continued to purchase shares since this announcement and to report purchased volumes in its quarterly earnings releases. In its most recent earnings release dated ~~July 30,~~October 29, 2009, the Corporation stated that share purchases to reduce shares outstanding are anticipated to equal ~~$4.0~~$2.0 billion in the ~~third~~fourth quarter of 2009. Purchases may be made in both the open market and through negotiated transactions, and purchases may be increased, decreased or discontinued at any time without prior notice.


Concerning Election of Directors

	Votes			Votes
Nominees	Cast For			Withheld
Michael J. Boskin	3,951,659,061	97.7	%	93,449,181
Larry R. Faulkner	3,985,296,125	98.5	%	59,812,117
Kenneth C. Frazier	3,985,850,409	98.5	%	59,257,833
William W. George	3,957,521,571	97.8	%	87,586,671
Reatha Clark King	3,950,087,701	97.7	%	95,020,541
Marilyn Carlson Nelson	3,855,775,072	95.3	%	189,333,170
Samuel J. Palmisano	3,852,649,642	95.2	%	192,458,600
Steven S Reinemund	3,992,214,101	98.7	%	52,894,141
Rex W. Tillerson	3,950,153,462	97.7	%	94,954,780
Edward E. Whitacre, Jr.	3,957,608,323	97.8	%	87,499,919

Concerning Ratification of Independent Auditors
Votes Cast For:	3,965,445,393	98.5	%
Votes Cast Against:	60,490,317	1.5	%
Abstentions:	19,172,532
Broker Non-Votes:	0

Concerning Cumulative Voting
Votes Cast For:	900,649,054	28.6	%
Votes Cast Against:	2,245,257,131	71.4	%
Abstentions:	35,085,402
Broker Non-Votes:	864,116,655

Concerning Special Shareholder Meetings
Votes Cast For:	1,281,883,860	40.8	%
Votes Cast Against:	1,863,349,449	59.2	%
Abstentions:	35,758,278
Broker Non-Votes:	864,116,655

Concerning Incorporate in North Dakota
Votes Cast For:	151,516,352	4.8	%
Votes Cast Against:	2,980,823,489	95.2	%
Abstentions:	48,651,746
Broker Non-Votes:	864,116,655

Concerning Board Chairman and CEO
Votes Cast For:	916,466,207	29.5	%
Votes Cast Against:	2,190,632,259	70.5	%
Abstentions:	73,893,121
Broker Non-Votes:	864,116,655

Concerning Shareholder Advisory Vote on Executive Compensation
Votes Cast For:	1,276,583,944	41.4	%
Votes Cast Against:	1,805,434,160	58.6	%
Abstentions:	98,973,483
Broker Non-Votes:	864,116,655

Concerning Executive Compensation Report
Votes Cast For:	361,158,523	11.6	%
Votes Cast Against:	2,740,567,725	88.4	%
Abstentions:	79,265,339
Broker Non-Votes:	864,116,655


Concerning Corporate Sponsorships Report
Votes Cast For:	215,789,475	7.9	%
Votes Cast Against:	2,525,796,026	92.1	%
Abstentions:	439,406,086
Broker Non-Votes:	864,116,655

Concerning Amendment of EEO Policy
Votes Cast For:	1,186,969,116	39.3	%
Votes Cast Against:	1,830,853,358	60.7	%
Abstentions:	163,169,113
Broker Non-Votes:	864,116,655

Concerning Greenhouse Gas Emissions Goals
Votes Cast For:	797,275,710	29.0	%
Votes Cast Against:	1,951,943,111	71.0	%
Abstentions:	431,772,766
Broker Non-Votes:	864,116,655

Concerning Climate Change and Technology Report
Votes Cast For:	274,740,079	10.0	%
Votes Cast Against:	2,478,475,827	90.0	%
Abstentions:	427,775,681
Broker Non-Votes:	864,116,655

Concerning Renewable Energy Policy
Votes Cast For:	743,884,565	27.3	%
Votes Cast Against:	1,984,340,842	72.7	%
Abstentions:	452,766,180
Broker Non-Votes:	864,116,655



Exhibit		Description
10(iii)(f.4)		Standing resolution for non-employee director cash fees dated October 28, 2009 (incorporated by reference to Exhibit 99.1 to the Registrant’s Report on Form 8-K on October 28, 2009).

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.


	EXXON MOBIL CORPORATION

Date: ~~August~~November 5, 2009

	By:	/s/ Patrick T. Mulva
	Name:	Patrick T. Mulva
	Title:	Vice President, Controller and Principal Accounting Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company