Edgar Filing: EXXON MOBIL CORP

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 June 30, 2016

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to________

Commission File Number 1-2256

EXXON MOBIL CORPORATION

(Exact name of registrant as specified in its charter)

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

5959 LAS COLINAS BOULEVARD, IRVING, TEXAS 75039-2298

(Address of principal executive offices) (Zip Code)

(972) 444-1000

(Registrant's telephone number, including area code)

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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

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

Class		Outstanding as of June 30, 2016
Common stock, without par value		4,146,650,051

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Condensed Consolidated Statement of Income Three and six months ended June 30, 2016 and 2015	3
Condensed Consolidated Statement of Comprehensive Income Three and six months ended June 30, 2016 and 2015	4
Condensed Consolidated Balance Sheet As of June 30, 2016 and December 31, 2015	5

Condensed Consolidated Statement of Cash Flows Six months ended June 30, 2016 and 2015	6
Condensed Consolidated Statement of Changes in Equity Six months ended June 30, 2016 and 2015	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	23

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 6. Exhibits	25
Signature	26
Index to Exhibits	27

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

			Three Months Ended		Six Months Ended
			June 30,		June 30,
			2016	2015	2016	2015
Revenues and other income
	Sales and other operating revenue (1)		56,360	71,360	103,465	136,118
	Income from equity affiliates		1,124	2,081	2,375	4,342
	Other income		210	672	561	1,271
		Total revenues and other income	57,694	74,113	106,401	141,731
Costs and other deductions
	Crude oil and product purchases		27,130	37,312	47,837	70,010
	Production and manufacturing expenses		8,076	9,235	15,637	17,965
	Selling, general and administrative expenses		2,646	2,831	5,239	5,544
	Depreciation and depletion		4,821	4,451	9,586	8,751
	Exploration expenses, including dry holes		445	370	800	681
	Interest expense		75	85	152	173
	Sales-based taxes (1)		5,435	5,965	10,250	11,495
	Other taxes and duties		6,670	6,910	12,774	13,523
		Total costs and other deductions	55,298	67,159	102,275	128,142
Income before income taxes			2,396	6,954	4,126	13,589
	Income taxes		715	2,692	664	4,252
Net income including noncontrolling interests			1,681	4,262	3,462	9,337
	Net income attributable to noncontrolling interests		(19)	72	(48)	207
Net income attributable to ExxonMobil			1,700	4,190	3,510	9,130


Earnings per common share (dollars)			0.41	1.00	0.84	2.17

Earnings per common share - assuming dilution (dollars)			0.41	1.00	0.84	2.17


Dividends per common share (dollars)			0.75	0.73	1.48	1.42


(1) Sales-based taxes included in sales and other
		operating revenue	5,435	5,965	10,250	11,495

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		Six Months Ended
				June 30,		June 30,
				2016	2015	2016	2015

Net income including noncontrolling interests				1,681	4,262	3,462	9,337
Other comprehensive income (net of income taxes)
	Foreign exchange translation adjustment			(727)	997	2,613	(4,356)
	Postretirement benefits reserves adjustment
			(excluding amortization)	110	(186)	(9)	627
	Amortization and settlement of postretirement benefits reserves
			adjustment included in net periodic benefit costs	292	357	581	708
	Unrealized change in fair value of stock investments			-	17	-	19
	Realized (gain)/loss from stock investments included in
			net income	-	4	-	12
		Total other comprehensive income		(325)	1,189	3,185	(2,990)
Comprehensive income including noncontrolling interests				1,356	5,451	6,647	6,347
	Comprehensive income attributable to
			noncontrolling interests	16	159	370	(247)
Comprehensive income attributable to ExxonMobil				1,340	5,292	6,277	6,594

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)

				June 30,	Dec. 31,
				2016	2015
Assets
	Current assets
		Cash and cash equivalents		4,358	3,705
		Notes and accounts receivable – net		21,827	19,875
		Inventories
			Crude oil, products and merchandise	11,543	12,037
			Materials and supplies	4,332	4,208
		Other current assets		3,768	2,798
			Total current assets	45,828	42,623
	Investments, advances and long-term receivables			34,182	34,245
	Property, plant and equipment – net			254,062	251,605
	Other assets, including intangibles – net			8,401	8,285
			Total assets	342,473	336,758

Liabilities
	Current liabilities
		Notes and loans payable		14,972	18,762
		Accounts payable and accrued liabilities		33,801	32,412
		Income taxes payable		2,731	2,802
			Total current liabilities	51,504	53,976
	Long-term debt			29,499	19,925
	Postretirement benefits reserves			21,583	22,647
	Deferred income tax liabilities			36,012	36,818
	Long-term obligations to equity companies			5,320	5,417
	Other long-term obligations			21,680	21,165
			Total liabilities	165,598	159,948

Commitments and contingencies (Note 3)

Equity
	Common stock without par value
		(9,000 million shares authorized, 8,019 million shares issued)		12,019	11,612
	Earnings reinvested			409,767	412,444
	Accumulated other comprehensive income			(20,744)	(23,511)
	Common stock held in treasury
		(3,872 million shares at June 30, 2016 and
		3,863 million shares at December 31, 2015)		(230,451)	(229,734)
			ExxonMobil share of equity	170,591	170,811
	Noncontrolling interests			6,284	5,999
			Total equity	176,875	176,810
			Total liabilities and equity	342,473	336,758

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)

				Six Months Ended
				June 30,
				2016	2015
Cash flows from operating activities
	Net income including noncontrolling interests			3,462	9,337
	Depreciation and depletion			9,586	8,751
	Changes in operational working capital, excluding cash and debt			(1,725)	(1,533)
	All other items – net			(1,992)	235
			Net cash provided by operating activities	9,331	16,790

Cash flows from investing activities
	Additions to property, plant and equipment			(8,872)	(13,953)
	Proceeds associated with sales of subsidiaries, property, plant and
		equipment, and sales and returns of investments		1,206	1,113
	Additional investments and advances			(311)	(363)
	Other investing activities – net			481	360
			Net cash used in investing activities	(7,496)	(12,843)

Cash flows from financing activities
	Additions to long-term debt			11,964	8,000
	Reductions in long-term debt			-	(13)
	Additions/(reductions) in short-term debt – net			(257)	(414)
	Additions/(reductions) in commercial paper, and debt with three
			months or less maturity (1)	(5,966)	(2,773)
	Cash dividends to ExxonMobil shareholders			(6,187)	(5,976)
	Cash dividends to noncontrolling interests			(85)	(88)
	Common stock acquired			(727)	(2,784)
	Common stock sold			7	-
			Net cash used in financing activities	(1,251)	(4,048)
Effects of exchange rate changes on cash				69	(172)
Increase/(decrease) in cash and cash equivalents				653	(273)
Cash and cash equivalents at beginning of period				3,705	4,616
Cash and cash equivalents at end of period				4,358	4,343

Supplemental Disclosures
	Income taxes paid			2,144	4,072
	Cash interest paid			334	263

(1) Includes a net addition of commercial paper with a maturity of over three months of $0.1 billion in 2016 and $2.3 billion in 2015. The gross amount of commercial paper with a maturity of over three months issued was $1.5 billion in 2016 and $4.9 billion in 2015, while the gross amount repaid was $1.4 billion in 2016 and $2.6 billion in 2015.

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, 2014				10,792		408,384			(18,957)		(225,820)		174,399		6,665		181,064
	Amortization of stock-based awards			429		-			-		-		429		-		429
	Tax benefits related to stock-based
		awards		6		-			-		-		6		-		6
	Other			(3)		-			-		-		(3)		-		(3)
	Net income for the period			-		9,130			-		-		9,130		207		9,337
	Dividends – common shares			-		(5,976)			-		-		(5,976)		(88)		(6,064)
	Other comprehensive income			-		-			(2,536)		-		(2,536)		(454)		(2,990)
	Acquisitions, at cost			-		-			-		(2,784)		(2,784)		-		(2,784)
	Dispositions			-		-			-		3		3		-		3
Balance as of June 30, 2015				11,224		411,538			(21,493)		(228,601)		172,668		6,330		178,998

Balance as of December 31, 2015				11,612		412,444			(23,511)		(229,734)		170,811		5,999		176,810
	Amortization of stock-based awards			403		-			-		-		403		-		403
	Tax benefits related to stock-based
		awards		8		-			-		-		8		-		8
	Other			(4)		-			-		-		(4)		-		(4)
	Net income for the period			-		3,510			-		-		3,510		(48)		3,462
	Dividends – common shares			-		(6,187)			-		-		(6,187)		(85)		(6,272)
	Other comprehensive income			-		-			2,767		-		2,767		418		3,185
	Acquisitions, at cost			-		-			-		(727)		(727)		-		(727)
	Dispositions			-		-			-		10		10		-		10
Balance as of June 30, 2016				12,019		409,767			(20,744)		(230,451)		170,591		6,284		176,875



			Six Months Ended June 30, 2016									Six Months Ended June 30, 2015
					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		(3,863)			4,156				8,019		(3,818)		4,201
		Acquisitions		-		(9)			(9)				-		(32)		(32)
		Dispositions		-		-			-				-		-		-
	Balance as of June 30			8,019		(3,872)			4,147				8,019		(3,850)		4,169

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 2015 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. Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board issued a new standard, Revenue from Contracts with Customers. The standard establishes a single revenue recognition model for all contracts with customers, eliminates industry specific requirements, and expands disclosure requirements. The standard is required to be adopted beginning January 1, 2018.

“Sales and other operating revenue” on the Consolidated Statement of Income includes sales, excise and value-added taxes on sales transactions. When the Corporation adopts the standard, revenue will exclude sales-based taxes collected on behalf of third parties. This change in reporting will not impact earnings.

The Corporation continues to evaluate other areas of the standard and its effect on the Corporation’s financial statements.

In February 2016, the Financial Accounting Standards Board issued a new standard, Leases. The standard requires all leases with an initial term greater than one year be recorded on the balance sheet as an asset and a lease liability. The standard is required to be adopted beginning January 1, 2019. ExxonMobil is evaluating the standard and its effect on the Corporation’s financial statements.

3. Litigation and Other Contingencies

Litigation

A variety of claims have been made against ExxonMobil and certain of its consolidated subsidiaries in a number of pending lawsuits. Management has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies. The Corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Corporation does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and which are significant, the Corporation discloses the nature of the contingency and, where feasible, an estimate of the possible loss. For purposes of our contingency disclosures, “significant” includes material matters as well as other matters which management believes should be disclosed. ExxonMobil will continue to defend itself vigorously in these matters. Based on a consideration of all relevant facts and circumstances, the Corporation does not believe the ultimate outcome of any currently pending lawsuit against ExxonMobil will have a material adverse effect upon the Corporation's operations, financial condition, or financial statements taken as a whole.

Other Contingencies

The Corporation and certain of its consolidated subsidiaries were contingently liable at June 30, 2016, for guarantees relating to notes, loans and performance under contracts. Where guarantees for environmental remediation and other similar matters do not include a stated cap, the amounts reflect management’s estimate of the maximum potential exposure. These guarantees are not reasonably likely to have a material effect on the Corporation’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

As of June 30, 2016

Equity

Other

Company

Third Party

Obligations (1)

Obligations

Total

(millions of dollars)

Guarantees

Debt-related

104

142

Other

2,512

4,307

6,819

Total

2,616

4,345

6,961

(1) ExxonMobil share

Additionally, the Corporation and its affiliates have numerous long-term sales and purchase commitments in their various business activities, all of which are expected to be fulfilled with no adverse consequences material to the Corporation’s operations or financial condition. The Corporation's outstanding unconditional purchase obligations at June 30, 2016, were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.

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

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

On September 6, 2007, affiliates of ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes (ICSID). The ICSID Tribunal issued a decision on June 10, 2010, finding that it had jurisdiction to proceed on the basis of the Netherlands-Venezuela Bilateral Investment Treaty. On October 9, 2014, the ICSID Tribunal issued its final award finding in favor of the ExxonMobil affiliates and awarding $1.6 billion as of the date of expropriation, June 27, 2007, and interest from that date at 3.25% compounded annually until the date of payment in full. The Tribunal also noted that one of the Cerro Negro Project agreements provides a mechanism to prevent double recovery between the ICSID award and all or part of an earlier award of $908 million to an ExxonMobil affiliate, Mobil Cerro Negro, Ltd., against PdVSA and a PdVSA affiliate, PdVSA CN, in an arbitration under the rules of the International Chamber of Commerce.

On June 12, 2015, the Tribunal rejected in its entirety Venezuela’s October 23, 2014, application to revise the ICSID award. The Tribunal also lifted the associated stay of enforcement that had been entered upon the filing of the application to revise.

Still pending is Venezuela’s February 2, 2015, application to ICSID seeking annulment of the ICSID award. That application alleges that, in issuing the ICSID award, the Tribunal exceeded its powers, failed to state reasons on which the ICSID award was based, and departed from a fundamental rule of procedure. A separate stay of the ICSID award was entered following the filing of the annulment application. On July 7, 2015, the ICSID Committee considering the annulment application heard arguments

from the parties on whether to lift the stay of the award associated with that application. On July 28, 2015, the Committee issued an order that would lift the stay of enforcement unless, within 30 days, Venezuela delivered a commitment to pay the award if the application to annul is denied. On September 17, 2015, the Committee ruled that Venezuela had complied with the requirement to submit a written commitment to pay the award and so left the stay of enforcement in place. A hearing on Venezuela’s application for annulment was held March 8-9, 2016.

The United States District Court for the Southern District of New York entered judgment on the ICSID award on October 10, 2014. Motions filed by Venezuela to vacate that judgment on procedural grounds and to modify the judgment by reducing the rate of interest to be paid on the ICSID award from the entry of the court’s judgment, until the date of payment, were denied on February 13, 2015, and March 4, 2015, respectively. On March 9, 2015, Venezuela filed a notice of appeal of the court’s actions on the two motions. Oral arguments on this appeal were held before the United States Court of Appeals for the Second Circuit on January 7, 2016.

The District Court’s judgment on the ICSID award is currently stayed until such time as ICSID’s stay of the award entered following Venezuela’s filing of its application to annul has been lifted. The net impact of these matters on the Corporation’s consolidated financial results cannot be reasonably estimated. Regardless, the Corporation does not expect the resolution to have a material effect upon the Corporation’s operations or financial condition.

An affiliate of ExxonMobil is one of the Contractors under a Production Sharing Contract (PSC) with the Nigerian National Petroleum Corporation (NNPC) covering the Erha block located in the offshore waters of Nigeria. ExxonMobil's affiliate is the operator of the block and owns a 56.25 percent interest under the PSC. The Contractors are in dispute with NNPC regarding NNPC's lifting of crude oil in excess of its entitlement under the terms of the PSC. In accordance with the terms of the PSC, the Contractors initiated arbitration in Abuja, Nigeria, under the Nigerian Arbitration and Conciliation Act. On October 24, 2011, a three-member arbitral Tribunal issued an award upholding the Contractors' position in all material respects and awarding damages to the Contractors jointly in an amount of approximately $1.8 billion plus $234 million in accrued interest. The Contractors petitioned a Nigerian federal court for enforcement of the award, and NNPC petitioned the same court to have the award set aside. On May 22, 2012, the court set aside the award. The Contractors 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. ExxonMobil expects that the Contractors will appeal the decision to the Supreme Court of Nigeria. In June 2013, the Contractors filed a lawsuit against NNPC in the Nigerian federal high court in order to preserve their ability to seek enforcement of the PSC in the courts if necessary. 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. Proceedings in the Southern District of New York are currently stayed. 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	Unrealized
		Exchange	Benefits	Change in
ExxonMobil Share of Accumulated Other		Translation	Reserves	Stock
Comprehensive Income		Adjustment	Adjustment	Investments	Total
		(millions of dollars)

Balance as of December 31, 2014		(5,952)	(12,945)	(60)	(18,957)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	(3,873)	620	19	(3,234)
Amounts reclassified from accumulated other
	comprehensive income	-	686	12	698
Total change in accumulated other comprehensive income		(3,873)	1,306	31	(2,536)
Balance as of June 30, 2015		(9,825)	(11,639)	(29)	(21,493)

Balance as of December 31, 2015		(14,170)	(9,341)	-	(23,511)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	2,209	(6)	-	2,203
Amounts reclassified from accumulated other
	comprehensive income	-	564	-	564
Total change in accumulated other comprehensive income		2,209	558	-	2,767
Balance as of June 30, 2016		(11,961)	(8,783)	-	(20,744)

Three Months Ended

Six Months Ended

Amounts Reclassified Out of Accumulated Other

June 30,

Comprehensive Income - Before-tax Income/(Expense)

2016

2015

2016

2015

(millions of dollars)

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs (1)

(419)

(507)

(833)

(1,018)

Realized change in fair value of stock investments included in

net income (Statement of Income line: Other income)

(6)

(18)

(1) These accumulated other comprehensive income components are included in the computation of net periodic pension cost. (See Note 6 – Pension and Other Postretirement Benefits for additional details.)

			Three Months Ended		Six Months Ended
Income Tax (Expense)/Credit For			June 30,		June 30,
Components of Other Comprehensive Income			2016	2015	2016	2015
		(millions of dollars)

Foreign exchange translation adjustment			14	(25)	3	65
Postretirement benefits reserves adjustment
	(excluding amortization)		(49)	75	31	(302)
Amortization and settlement of postretirement benefits reserves
	adjustment included in net periodic benefit costs		(127)	(150)	(252)	(310)
Unrealized change in fair value of stock investments			-	(10)	-	(11)
Realized change in fair value of stock investments
	included in net income		-	(2)	-	(6)
Total			(162)	(112)	(218)	(564)

5. Earnings Per Share

		Three Months Ended		Six Months Ended
		June 30,		June 30,
		2016	2015	2016	2015

Earnings per common share
Net income attributable to ExxonMobil (millions of dollars)		1,700	4,190	3,510	9,130

Weighted average number of common shares
	outstanding (millions of shares)	4,178	4,200	4,178	4,205

Earnings per common share (dollars) (1)		0.41	1.00	0.84	2.17

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

6. Pension and Other Postretirement Benefits

					Three Months Ended		Six Months Ended
					June 30,		June 30,
					2016	2015	2016	2015

				(millions of dollars)
Components of net benefit cost
	Pension Benefits - U.S.
		Service cost			204	199	406	394
		Interest cost			198	197	396	393
		Expected return on plan assets			(181)	(207)	(363)	(414)
		Amortization of actuarial loss/(gain) and prior
			service cost		125	136	249	274
		Net pension enhancement and
			curtailment/settlement cost		111	117	222	234
		Net benefit cost			457	442	910	881

	Pension Benefits - Non-U.S.
		Service cost			150	172	299	348
		Interest cost			217	212	430	430
		Expected return on plan assets			(239)	(273)	(474)	(551)
		Amortization of actuarial loss/(gain) and prior
			service cost		153	208	301	419
		Net benefit cost			281	319	556	646

	Other Postretirement Benefits
		Service cost			42	48	77	85
		Interest cost			84	83	173	173
		Expected return on plan assets			(6)	(7)	(12)	(14)
		Amortization of actuarial loss/(gain) and prior
			service cost		30	46	61	91
		Net benefit cost			150	170	299	335

7. Financial Instruments

The fair value of financial instruments is determined by reference to observable market data and other valuation techniques as appropriate. The only category of financial instruments where the difference between fair value and recorded book value is notable is long-term debt. The estimated fair value of total long-term debt, excluding capitalized lease obligations, was $29,547 million at June 30, 2016, and $18,854 million at December 31, 2015, as compared to recorded book values of $28,247 million at June 30, 2016, and $18,687 million at December 31, 2015. The increase in the estimated fair value and book value of long-term debt reflects the Corporation’s issuance of $12.0 billion of long-term debt in the first quarter of 2016. The $12.0 billion of long‑term debt is comprised of $750 million of floating-rate notes due in 2018, $250 million of floating-rate notes due in 2019, $1,000 million of 1.439% notes due in 2018, $1,250 million of 1.708% notes due in 2019, $2,500 million of 2.222% notes due in 2021, $1,250 million of 2.726% notes due in 2023, $2,500 million of 3.043% notes due in 2026 and $2,500 million of 4.114% notes due in 2046.

The fair value of long-term debt by hierarchy level at June 30, 2016, is: Level 1 $29,366 million; Level 2 $119 million; and Level 3 $62 million. Level 1 represents quoted prices in active markets. Level 2 includes debt whose fair value is based upon a publicly available index. Level 3 involves using internal data augmented by relevant market indicators if available.

8. Disclosures about Segments and Related Information

				Three Months Ended		Six Months Ended
				June 30,		June 30,
				2016	2015	2016	2015
Earnings After Income Tax			(millions of dollars)
	Upstream
		United States		(514)	(47)	(1,346)	(99)
		Non-U.S.		808	2,078	1,564	4,985
	Downstream
		United States		412	412	599	979
		Non-U.S.		413	1,094	1,132	2,194
	Chemical
		United States		509	735	1,090	1,340
		Non-U.S.		708	511	1,482	888
	All other			(636)	(593)	(1,011)	(1,157)
	Corporate total			1,700	4,190	3,510	9,130

Sales and Other Operating Revenue (1)
	Upstream
		United States		1,771	2,231	3,221	4,356
		Non-U.S.		3,175	4,386	6,194	8,508
	Downstream
		United States		14,538	20,794	26,051	39,183
		Non-U.S.		30,229	36,496	55,166	69,658
	Chemical
		United States		2,518	2,788	4,903	5,580
		Non-U.S.		4,122	4,663	7,921	8,829
	All other			7	2	9	4
	Corporate total			56,360	71,360	103,465	136,118

(1)	Includes sales-based taxes

Intersegment Revenue
	Upstream
		United States		917	1,224	1,723	2,404
		Non-U.S.		4,989	6,086	8,442	10,943
	Downstream
		United States		2,892	3,549	5,282	6,625
		Non-U.S.		4,541	6,527	8,611	11,800
	Chemical
		United States		1,786	2,134	3,190	3,907
		Non-U.S.		1,078	1,362	2,030	2,683
	All other			56	70	114	138

9. Accounting for Suspended Exploratory Well Costs

For the category of exploratory well costs at year-end 2015 that were suspended more than one year, a total of $111 million was expensed in the first six months of 2016.

EXXON MOBIL CORPORATION

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

FUNCTIONAL EARNINGS SUMMARY

			Second Quarter		First Six Months
Earnings (U.S. GAAP)			2016	2015	2016	2015
		(millions of dollars)
Upstream
	United States		(514)	(47)	(1,346)	(99)
	Non-U.S.		808	2,078	1,564	4,985
Downstream
	United States		412	412	599	979
	Non-U.S.		413	1,094	1,132	2,194
Chemical
	United States		509	735	1,090	1,340
	Non-U.S.		708	511	1,482	888
Corporate and financing			(636)	(593)	(1,011)	(1,157)
	Net income attributable to ExxonMobil (U.S. GAAP)		1,700	4,190	3,510	9,130

Earnings per common share (dollars)			0.41	1.00	0.84	2.17

Earnings per common share - assuming dilution (dollars)			0.41	1.00	0.84	2.17

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

REVIEW OF SECOND QUARTER 2016 RESULTS

ExxonMobil’s second quarter 2016 earnings were $1.7 billion, or $0.41 per diluted share, compared with $4.2 billion a year earlier. The results reflect sharply lower commodity prices, weaker refining margins and continued strength in the Chemical segment.

While our financial results reflect a volatile industry environment, ExxonMobil remains focused on business fundamentals, cost discipline and advancing selective new investments across the value chain to extend our competitive advantage. The corporation benefits from scale and integration, which provide the financial flexibility to invest in attractive opportunities and grow long-term shareholder value.

Earnings in the first six months of 2016 were $3.5 billion, down $5.6 billion, or 62 percent, from 2015.

Earnings per share assuming dilution were $0.84.

Capital and exploration expenditures were $10.3 billion, down 36 percent from 2015.

Oil-equivalent production was unchanged at 4.1 million oil-equivalent barrels per day, with liquids up 6.6 percent and natural gas down 6.7 percent.

The corporation distributed $6.2 billion in dividends to shareholders.

				Second Quarter		First Six Months
				2016	2015	2016	2015
			(millions of dollars)
Upstream earnings
	United States			(514)	(47)	(1,346)	(99)
	Non-U.S.			808	2,078	1,564	4,985
		Total		294	2,031	218	4,886

Upstream earnings were $294 million in the second quarter of 2016, down $1,737 million from the second quarter of 2015. Lower liquids and gas realizations decreased earnings by $2.2 billion, while volume and mix effects increased earnings by $50 million. All other items, including lower expenses, the absence of a one-time deferred income tax impact related to the tax rate increase in Alberta, Canada, and favorable foreign exchange effects increased earnings by $450 million.

On an oil‑equivalent basis, production was essentially flat with the second quarter of 2015. Liquids production totaled 2.3 million barrels per day, up 39,000 barrels per day. Project ramp‑up was partly offset by field decline and downtime mainly in Canada and Nigeria. Natural gas production was 9.8 billion cubic feet per day, down 366 million cubic feet per day from 2015 including field decline and divestment impacts.

U.S. Upstream earnings declined $467 million from the second quarter of 2015 to a loss of $514 million in the second quarter of 2016. Non‑U.S. Upstream earnings were $808 million, down $1,270 million from the prior year.

Upstream earnings were $218 million, down $4,668 million from the first half of 2015. Lower realizations decreased earnings by $4.9 billion. Favorable volume and mix effects increased earnings by $20 million. All other items increased earnings by $180 million, primarily due to lower expenses partly offset by the absence of asset management gains.

On an oil‑equivalent basis, production of 4.1 million barrels per day was flat compared to the first half of 2015. Liquids production of 2.4 million barrels per day increased 150,000 barrels per day, with project ramp‑up partly offset by field decline and downtime mainly from the Canadian wildfires. Natural gas production of 10.2 billion cubic feet per day decreased 730 million cubic feet per day from 2015 largely due to regulatory restrictions in the Netherlands, field decline and divestment impacts.

U.S. Upstream earnings declined $1,247 million from 2015 to a loss of $1,346 million in 2016. Earnings outside the U.S. were $1,564 million, down $3,421 million from the prior year.

		Second Quarter		First Six Months
Upstream additional information			(thousands of barrels daily)
Volumes reconciliation (Oil-equivalent production)(1)
2015			3,979		4,113
	Entitlements - Net interest		7		6
	Entitlements - Price / Spend / Other		9		22
	Quotas		-		-
	Divestments		(39)		(40)
	Growth / Other		1		40
2016			3,957		4,141

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

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

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

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

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

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

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

				Second Quarter		First Six Months
				2016	2015	2016	2015
			(millions of dollars)
Downstream earnings
	United States			412	412	599	979
	Non-U.S.			413	1,094	1,132	2,194
		Total		825	1,506	1,731	3,173

Downstream earnings were $825 million, down $681 million from the second quarter of 2015. Weaker refining margins decreased earnings by $850 million while favorable volume and mix effects increased earnings by $130 million. All other items increased earnings by $40 million, including lower maintenance expenses partly offset by unfavorable foreign exchange effects. Petroleum product sales of 5.5 million barrels per day were 237,000 barrels per day lower than the prior year due in part to asset management activity.

Earnings from the U.S. Downstream were $412 million, flat with the second quarter of 2015. Non‑U.S. Downstream earnings of $413 million were $681 million lower than last year.

Downstream earnings of $1,731 million for the first six months of 2016 decreased $1,442 million from 2015. Weaker refining margins decreased earnings by $1.7 billion, while volume and mix effects increased earnings by $150 million. All other items increased earnings by $130 million, mainly reflecting lower maintenance expense. Petroleum product sales of 5.4 million barrels per day were 358,000 barrels per day lower than 2015 due in part to asset management activity.

U.S. Downstream earnings were $599 million, a decrease of $380 million from 2015. Non‑U.S. Downstream earnings were $1,132 million, down $1,062 million from the prior year.

				Second Quarter		First Six Months
				2016	2015	2016	2015
			(millions of dollars)
Chemical earnings
	United States			509	735	1,090	1,340
	Non-U.S.			708	511	1,482	888
		Total		1,217	1,246	2,572	2,228

Chemical earnings of $1,217 million were $29 million lower than the second quarter of 2015. Margins increased earnings by $150 million. Volume and mix effects increased earnings by $70 million. All other items decreased earnings by $250 million, due to the absence of asset management gains in the U.S. partly offset by lower expenses. Second quarter prime product sales of 6.3 million metric tons were 232,000 metric tons higher than the prior year's second quarter.

U.S. Chemical earnings were $509 million, down $226 million from the second quarter of 2015 reflecting the absence of asset management gains. Non‑U.S. Chemical earnings of $708 million were $197 million higher than last year.

Chemical earnings of $2,572 million for the first six months of 2016 increased $344 million from 2015. Stronger margins increased earnings by $380 million. Favorable volume and mix effects increased earnings by $170 million. All other items decreased earnings by $210 million, including the absence of asset management gains in the U.S. partly offset by lower expenses. Prime product sales of 12.5 million metric tons were up 336,000 metric tons from 2015.

U.S. Chemical earnings were $1,090 million, down $250 million from the first half 2015 reflecting the absence of asset management gains. Non‑U.S. Chemical earnings of $1,482 million were $594 million higher than last year.

Second Quarter

First Six Months

2016

2015

2016

2015

(millions of dollars)

Corporate and financing earnings

(636)

(593)

(1,011)

(1,157)

Corporate and financing expenses were $636 million for the second quarter of 2016, compared to $593 million in the second quarter of 2015.

Corporate and financing expenses were $1,011 million in the first six months of 2016 compared to $1,157 million in 2015, with the decrease due mainly to net favorable tax‑related items.

LIQUIDITY AND CAPITAL RESOURCES

				Second Quarter		First Six Months
				2016	2015	2016	2015
			(millions of dollars)
Net cash provided by/(used in)
	Operating activities					9,331	16,790
	Investing activities					(7,496)	(12,843)
	Financing activities					(1,251)	(4,048)
Effect of exchange rate changes						69	(172)
Increase/(decrease) in cash and cash equivalents						653	(273)

Cash and cash equivalents (at end of period)						4,358	4,343
Cash and cash equivalents – restricted (at end of period)						-	35
Total cash and cash equivalents (at end of period)						4,358	4,378

Cash flow from operations and asset sales
	Net cash provided by operating activities (U.S. GAAP)			4,519	8,792	9,331	16,790
	Proceeds associated with sales of subsidiaries, property,
		plant & equipment, and sales and returns of investments		1,029	629	1,206	1,113
	Cash flow from operations and asset sales			5,548	9,421	10,537	17,903

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

Cash flow from operations and asset sales in the second quarter of 2016 was $5.5 billion, including asset sales of $1 billion, a decrease of $3.9 billion from the comparable 2015 period primarily due to lower earnings.

Cash provided by operating activities totaled $9.3 billion for the first six months of 2016, $7.5 billion lower than 2015. The major source of funds was net income including noncontrolling interests of $3.5 billion, a decrease of $5.9 billion from the prior year period. The adjustment for the noncash provision of $9.6 billion for depreciation and depletion increased by $0.8 billion. Changes in operational working capital decreased cash flows by $1.7 billion in 2016 and $1.5 billion in 2015. All other items net decreased cash by $2.0 billion in 2016 and increased cash by $0.2 billion in 2015. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 6.

Investing activities for the first six months of 2016 used net cash of $7.5 billion, a decrease of $5.3 billion compared to the prior year. Spending for additions to property, plant and equipment of $8.9 billion was $5.1 billion lower than 2015. Proceeds from asset sales of $1.2 billion increased $0.1 billion.

Cash flow from operations and asset sales in the first six months of 2016 was $10.5 billion, including asset sales of $1.2 billion, and decreased $7.4 billion from the comparable 2015 period primarily due to lower earnings.

During the first quarter of 2016, the Corporation issued $12.0 billion of long-term debt and used part of the proceeds to reduce short-term debt. Net cash used by financing activities was $1.3 billion in the first six months of 2016, $2.8 billion lower than 2015 reflecting the 2016 debt issuance and a lower level of purchases of shares of ExxonMobil stock in 2016.

During the first six months of 2016, Exxon Mobil Corporation purchased 9 million shares of its common stock for the treasury at a gross cost of $0.7 billion. These purchases were made to acquire shares in conjunction with the company’s benefit plans and programs. Shares outstanding decreased from 4,156 million at year-end to 4,147 million at the end of the second quarter 2016. 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 $3.1 billion in the second quarter of 2016 through dividends.

Total cash and cash equivalents of $4.4 billion at the end of the second quarter of 2016 was the same as at the end of the second quarter of 2015.

Total debt of $44.5 billion compared to $38.7 billion at year-end 2015. The Corporation's debt to total capital ratio was 20.1 percent at the end of the second quarter of 2016 compared to 18.0 percent at year-end 2015.

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

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

				Second Quarter				First Six Months
				2016		2015		2016		2015
			(millions of dollars)

Income taxes				715		2,692		664		4,252
	Effective income tax rate			40	%	45	%	31	%	39	%
Sales-based taxes				5,435		5,965		10,250		11,495
All other taxes and duties				7,291		7,595		14,022		14,869
		Total		13,441		16,252		24,936		30,616

Income, sales-based and all other taxes and duties totaled $13.4 billion for the second quarter of 2016, a decrease of $2.8 billion from 2015. Income tax expense decreased by $2.0 billion to $0.7 billion reflecting lower pre-tax income. The effective income tax rate was 40 percent compared to 45 percent in the prior year period due to a higher share of earnings in lower tax jurisdictions. Sales-based taxes and all other taxes and duties decreased by $0.8 billion to $12.7 billion as a result of lower sales realizations.

Income, sales-based and all other taxes and duties totaled $24.9 billion for the first six months of 2016, a decrease of $5.7 billion from 2015. Income tax expense decreased by $3.6 billion to $0.7 billion as a result of lower earnings and a lower effective tax rate. The effective income tax rate was 31 percent compared to 39 percent in the prior year period due to a higher share of earnings in lower tax jurisdictions. Sales-based and all other taxes decreased by $2.1 billion to $24.3 billion as a result of lower sales realizations.

In the United States, the Corporation has various U.S. federal income tax positions at issue with the Internal Revenue Service (IRS) for tax years 2006-2011. The IRS has asserted penalties for all years associated with several of those positions. The Corporation has not recognized the penalties as an expense because, in the Corporation’s judgment, the IRS should not be able to sustain the penalty under applicable law. Unfavorable resolution of these issues would not have a materially adverse effect on the Corporation’s net income or liquidity. The IRS has not completed its audit of tax years after 2011.


CAPITAL AND EXPLORATION EXPENDITURES

			Second Quarter		First Six Months
			2016	2015	2016	2015
		(millions of dollars)

Upstream (including exploration expenses)			3,919	6,746	7,898	13,163
Downstream			642	627	1,170	1,248
Chemical			563	828	1,174	1,482
Other			34	60	43	72
	Total		5,158	8,261	10,285	15,965

Capital and exploration expenditures in the second quarter of 2016 were $5.2 billion, down 38 percent from the second quarter of 2015.

Capital and exploration expenditures in the first six months of 2016 were $10.3 billion, down 36 percent from the first six months of 2015 due primarily to lower major project spending. Given recent efficiencies, market capture, and project selectivity, the Corporation anticipates a 2016 investment level below the $23.2 billion target that was referenced last quarter. Actual spending could vary depending on the progress of individual projects and property acquisitions.

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.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Corporation continues to evaluate other areas of the standard and its effect on the Corporation’s financial statements.

FORWARD-LOOKING STATEMENTS

Statements relating to future plans, projections, events or conditions are forward-looking statements. Actual financial and operating results, including project plans, costs, timing, and capacities; capital and exploration expenditures; resource recoveries; and share purchase levels, could differ materially due to factors including: changes in oil or gas prices or other market or economic conditions affecting the oil and gas industry, including the scope and duration of economic recessions; the outcome of exploration and development efforts; changes in law or government regulation, including tax and environmental requirements; the impact of fiscal and commercial terms; changes in technical or operating conditions; and other factors discussed under the heading "Factors Affecting Future Results" in the “Investors” section of our website and in Item 1A of ExxonMobil's 2015 Form 10-K. We assume no duty to update these statements as of any future date.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the six months ended June 30, 2016, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2015.

Item 4. Controls and Procedures

As indicated in the certifications in Exhibit 31 of this report, the Corporation’s Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer have evaluated the Corporation’s disclosure controls and procedures as of June 30, 2016. 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As last reported in the Corporation’s Form 10-Q for the first quarter of 2016, 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 PHMSA’s regulatory findings and compliance order directives and seeking a refund of the penalty paid.

As reported in the Corporation’s Form 10-Q for the first quarter of 2016, in the civil action filed by the Illinois Attorney General and Will County State’s Attorney relating to an October 18, 2012, release of oil mist from a pressure relief valve associated with the coker unit at ExxonMobil Oil Corporation’s (EMOC) Joliet Refinery, the parties agreed to resolve and settle all remaining issues. The final consent order was approved and entered by the Will County Court on May 4, 2016, and EMOC has paid the $300,000 penalty and reimbursed $26,000 to the Illinois Environmental Protection Agency for expenses incurred. Additionally, EMOC is required to complete a coker unit project by December 31, 2018.

As last reported in the Corporation’s Form 10-Q for the first quarter of 2016, on April 1, 2016, EMOC and the South Coast Air Quality Management District (SCAQMD) of California agreed to settle all alleged violations resulting from a rapid overpressure that occurred at the Torrance Refinery’s electrostatic precipitators on February 18, 2015, which resulted in a release of catalyst dust into the air, as well as alleged violations resulting from the subsequent start-up of the fluid catalytic cracking unit. EMOC paid $4,712,500 ($2,356,250 in civil penalties and $2,356,250 to a Supplemental Environmental Project (SEP) fund set up by the SCAQMD) on April 13, 2016. Additionally, EMOC paid a penalty of $830,000 on June 20, 2016 (at the previously agreed-upon rate, and equally split between civil penalties and the SEP fund) related to the start-up process.

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

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

	Issuer Purchase of Equity Securities for Quarter Ended June 30, 2016

				Total Number of	Maximum Number
				Shares Purchased	of Shares that May
		Total Number	Average	as Part of Publicly	Yet Be Purchased
		of Shares	Price Paid	Announced Plans	Under the Plans or
Period		Purchased	per Share	or Programs	Programs

April 2016		-		-
May 2016		-		-
June 2016		-		-
	Total	-		-	(See Note 1)

During the second quarter, the Corporation did not purchase any shares of its common stock for the treasury.

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

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.

EXXON MOBIL CORPORATION

SIGNATURE

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

	EXXON MOBIL CORPORATION
Date: August 3, 2016	By:	/s/ DAVID S. ROSENTHAL
		David S. Rosenthal
		Vice President, Controller and
		Principal Accounting Officer

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.