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 September 30, 2015

☐ 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 September 30, 2015
Common stock, without par value		4,162,938,512

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Condensed Consolidated Statement of Income Three and nine months ended September 30, 2015 and 2014	3
Condensed Consolidated Statement of Comprehensive Income Three and nine months ended September 30, 2015 and 2014	4
Condensed Consolidated Balance Sheet As of September 30, 2015 and December 31, 2014	5

Condensed Consolidated Statement of Cash Flows Nine months ended September 30, 2015 and 2014	6
Condensed Consolidated Statement of Changes in Equity Nine months ended September 30, 2015 and 2014	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	22

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 6. Exhibits	24
Signature	25
Index to Exhibits	26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

			Three Months Ended		Nine Months Ended
			September 30,		September 30,
			2015	2014	2015	2014
Revenues and other income
	Sales and other operating revenue (1)		65,679	103,206	201,797	310,237
	Income from equity affiliates		1,783	3,211	6,125	10,631
	Other income		(118)	713	1,153	3,795
		Total revenues and other income	67,344	107,130	209,075	324,663
Costs and other deductions
	Crude oil and product purchases		32,276	60,068	102,286	180,144
	Production and manufacturing expenses		8,614	9,951	26,579	30,517
	Selling, general and administrative expenses		2,967	3,169	8,511	9,470
	Depreciation and depletion		4,542	4,362	13,293	12,839
	Exploration expenses, including dry holes		324	319	1,005	1,132
	Interest expense		78	88	251	218
	Sales-based taxes (1)		5,813	7,519	17,308	22,806
	Other taxes and duties		6,981	8,244	20,504	24,749
		Total costs and other deductions	61,595	93,720	189,737	281,875
Income before income taxes			5,749	13,410	19,338	42,788
	Income taxes		1,365	5,064	5,617	15,955
Net income including noncontrolling interests			4,384	8,346	13,721	26,833
	Net income attributable to noncontrolling interests		144	276	351	883
Net income attributable to ExxonMobil			4,240	8,070	13,370	25,950


Earnings per common share (dollars)			1.01	1.89	3.18	6.04

Earnings per common share - assuming dilution (dollars)			1.01	1.89	3.18	6.04


Dividends per common share (dollars)			0.73	0.69	2.15	2.01


(1) Sales-based taxes included in sales and other
		operating revenue	5,813	7,519	17,308	22,806

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

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

				Three Months Ended		Nine Months Ended
				September 30,		September 30,
				2015	2014	2015	2014

Net income including noncontrolling interests				4,384	8,346	13,721	26,833
Other comprehensive income (net of income taxes)
	Foreign exchange translation adjustment			(4,023)	(3,828)	(8,379)	(2,986)
	Adjustment for foreign exchange translation (gain)/loss
			included in net income	-	-	-	163
	Postretirement benefits reserves adjustment
			(excluding amortization)	484	372	1,111	196
	Amortization and settlement of postretirement benefits reserves
			adjustment included in net periodic benefit costs	367	289	1,075	918
	Unrealized change in fair value of stock investments			7	(21)	26	(57)
	Realized (gain)/loss from stock investments included in
			net income	3	-	15	-
		Total other comprehensive income		(3,162)	(3,188)	(6,152)	(1,766)
Comprehensive income including noncontrolling interests				1,222	5,158	7,569	25,067
	Comprehensive income attributable to
			noncontrolling interests	(175)	(27)	(422)	588
Comprehensive income attributable to ExxonMobil				1,397	5,185	7,991	24,479

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

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

				Sept. 30,	Dec. 31,
				2015	2014
Assets
	Current assets
		Cash and cash equivalents		4,296	4,616
		Cash and cash equivalents – restricted		-	42
		Notes and accounts receivable – net		22,157	28,009
		Inventories
			Crude oil, products and merchandise	12,249	12,384
			Materials and supplies	4,335	4,294
		Other current assets		4,197	3,565
			Total current assets	47,234	52,910
	Investments, advances and long-term receivables			34,315	35,239
	Property, plant and equipment – net			250,583	252,668
	Other assets, including intangibles – net			8,530	8,676
			Total assets	340,662	349,493

Liabilities
	Current liabilities
		Notes and loans payable		14,473	17,468
		Accounts payable and accrued liabilities		36,681	42,227
		Income taxes payable		3,674	4,938
			Total current liabilities	54,828	64,633
	Long-term debt			19,839	11,653
	Postretirement benefits reserves			24,422	25,802
	Deferred income tax liabilities			38,210	39,230
	Long-term obligations to equity companies			5,524	5,325
	Other long-term obligations			21,000	21,786
			Total liabilities	163,823	168,429

Commitments and contingencies (Note 3)

Equity
	Common stock without par value
		(9,000 million shares authorized, 8,019 million shares issued)		11,443	10,792
	Earnings reinvested			412,718	408,384
	Accumulated other comprehensive income			(24,336)	(18,957)
	Common stock held in treasury
		(3,856 million shares at September 30, 2015 and
		3,818 million shares at December 31, 2014)		(229,102)	(225,820)
			ExxonMobil share of equity	170,723	174,399
	Noncontrolling interests			6,116	6,665
			Total equity	176,839	181,064
			Total liabilities and equity	340,662	349,493

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

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

				Nine Months Ended
				September 30,
				2015	2014
Cash flows from operating activities
	Net income including noncontrolling interests			13,721	26,833
	Depreciation and depletion			13,293	12,839
	Changes in operational working capital, excluding cash and debt			(1,037)	(460)
	All other items – net			(13)	(1,511)
			Net cash provided by operating activities	25,964	37,701

Cash flows from investing activities
	Additions to property, plant and equipment			(20,354)	(24,068)
	Proceeds associated with sales of subsidiaries, property, plant and
		equipment, and sales and returns of investments		1,604	3,794
	Additional investments and advances			(412)	(1,269)
	Other investing activities – net			662	3,415
			Net cash used in investing activities	(18,500)	(18,128)

Cash flows from financing activities
	Additions to long-term debt			8,028	5,503
	Reductions in long-term debt			(18)	-
	Additions/(reductions) in short-term debt – net			(475)	(514)
	Additions/(reductions) in debt with three months or less maturity			(2,537)	(5,413)
	Cash dividends to ExxonMobil shareholders			(9,036)	(8,644)
	Cash dividends to noncontrolling interests			(127)	(172)
	Tax benefits related to stock-based awards			-	10
	Common stock acquired			(3,285)	(9,865)
	Common stock sold			-	10
			Net cash used in financing activities	(7,450)	(19,085)
Effects of exchange rate changes on cash				(334)	(170)
Increase/(decrease) in cash and cash equivalents				(320)	318
Cash and cash equivalents at beginning of period				4,616	4,644
Cash and cash equivalents at end of period				4,296	4,962

Supplemental Disclosures
	Income taxes paid			5,594	14,338
	Cash interest paid			459	295

2015 Non-Cash Transactions

An asset exchange resulted in value received of approximately $500 million including $100 million in cash. The non-cash portion was not included in the “Proceeds associated with sales of subsidiaries, property, plant and equipment, and sales and returns of investments” or the “All other items-net” lines on the Statement of Cash Flows.

Capital leases of approximately $800 million were not included in “Additions to long-term debt” or “Additions to property, plant and equipment” lines on the Statement of Cash Flows.

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, 2013				10,077		387,432			(10,725)		(212,781)		174,003		6,492		180,495
	Amortization of stock-based awards			588		-			-		-		588		-		588
	Tax benefits related to stock-based
		awards		10		-			-		-		10		-		10
	Other			6		-			-		-		6		-		6
	Net income for the period			-		25,950			-		-		25,950		883		26,833
	Dividends – common shares			-		(8,644)			-		-		(8,644)		(172)		(8,816)
	Other comprehensive income			-		-			(1,471)		-		(1,471)		(295)		(1,766)
	Acquisitions, at cost			-		-			-		(9,865)		(9,865)		-		(9,865)
	Dispositions			-		-			-		10		10		-		10
Balance as of September 30, 2014				10,681		404,738			(12,196)		(222,636)		180,587		6,908		187,495

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			647		-			-		-		647		-		647
	Tax benefits related to stock-based
		awards		9		-			-		-		9		-		9
	Other			(5)		-			-		-		(5)		-		(5)
	Net income for the period			-		13,370			-		-		13,370		351		13,721
	Dividends – common shares			-		(9,036)			-		-		(9,036)		(127)		(9,163)
	Other comprehensive income			-		-			(5,379)		-		(5,379)		(773)		(6,152)
	Acquisitions, at cost			-		-			-		(3,285)		(3,285)		-		(3,285)
	Dispositions			-		-			-		3		3		-		3
Balance as of September 30, 2015				11,443		412,718			(24,336)		(229,102)		170,723		6,116		176,839



			Nine Months Ended September 30, 2015									Nine Months Ended September 30, 2014
					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		(3,818)			4,201				8,019		(3,684)		4,335
		Acquisitions		-		(38)			(38)				-		(100)		(100)
		Dispositions		-		-			-				-		-		-
	Balance as of September 30			8,019		(3,856)			4,163				8,019		(3,784)		4,235

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 2014 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 Standard

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. 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 September 30, 2015, for guarantees relating to notes, loans and performance under contracts. Where guarantees for environmental remediation and other similar matters do not include a stated cap, the amounts reflect management’s estimate of the maximum potential exposure. These guarantees are not reasonably likely to have a material effect on the Corporation’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

As of September 30, 2015

Equity

Other

Company

Third Party

Obligations (1)

Obligations

Total

(millions of dollars)

Guarantees

Debt-related

122

Other

2,665

4,546

7,211

Total

2,750

4,583

7,333

(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 September 30, 2015, 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 is scheduled for January 25-27, 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.

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. 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, 2013		(846)	(9,879)	-	(10,725)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	(2,637)	176	(57)	(2,518)
Amounts reclassified from accumulated other
	comprehensive income	163	884	-	1,047
Total change in accumulated other comprehensive income		(2,474)	1,060	(57)	(1,471)
Balance as of September 30, 2014		(3,320)	(8,819)	(57)	(12,196)

Balance as of December 31, 2014		(5,952)	(12,945)	(60)	(18,957)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income	(7,497)	1,036	26	(6,435)
Amounts reclassified from accumulated other
	comprehensive income	-	1,041	15	1,056
Total change in accumulated other comprehensive income		(7,497)	2,077	41	(5,379)
Balance as of September 30, 2015		(13,449)	(10,868)	(19)	(24,336)


				Three Months Ended		Nine Months Ended
Amounts Reclassified Out of Accumulated Other				September 30,		September 30,
Comprehensive Income - Before-tax Income/(Expense)				2015	2014	2015	2014
			(millions of dollars)

Foreign exchange translation gain/(loss) included in net income
	(Statement of Income line: Other income)			-	-	-	(163)
Amortization and settlement of postretirement benefits reserves
	adjustment included in net periodic benefit costs (1)			(534)	(430)	(1,552)	(1,315)
Realized change in fair value of stock investments included in
		net income (Statement of Income line: Other income)		(5)	-	(23)	-

(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		Nine Months Ended
Income Tax (Expense)/Credit For			September 30,		September 30,
Components of Other Comprehensive Income			2015	2014	2015	2014
		(millions of dollars)

Foreign exchange translation adjustment			82	70	147	99
Postretirement benefits reserves adjustment
	(excluding amortization)		(225)	(138)	(527)	(61)
Amortization and settlement of postretirement benefits reserves
	adjustment included in net periodic benefit costs		(167)	(141)	(477)	(397)
Unrealized change in fair value of stock investments			(3)	11	(14)	30
Realized change in fair value of stock investments
	included in net income		(2)	-	(8)	-
Total			(315)	(198)	(879)	(329)

5. Earnings Per Share

		Three Months Ended		Nine Months Ended
		September 30,		September 30,
		2015	2014	2015	2014

Earnings per common share
Net income attributable to ExxonMobil (millions of dollars)		4,240	8,070	13,370	25,950

Weighted average number of common shares
	outstanding (millions of shares)	4,190	4,267	4,201	4,297

Earnings per common share (dollars) (1)		1.01	1.89	3.18	6.04

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

6. Pension and Other Postretirement Benefits

					Three Months Ended		Nine Months Ended
					September 30,		September 30,
					2015	2014	2015	2014

				(millions of dollars)
Components of net benefit cost
	Pension Benefits - U.S.
		Service cost			231	156	625	515
		Interest cost			196	202	589	605
		Expected return on plan assets			(208)	(200)	(622)	(600)
		Amortization of actuarial loss/(gain) and prior
			service cost		137	105	411	313
		Net pension enhancement and
			curtailment/settlement cost		117	113	351	338
		Net benefit cost			473	376	1,354	1,171

	Pension Benefits - Non-U.S.
		Service cost			170	144	518	448
		Interest cost			206	285	636	859
		Expected return on plan assets			(268)	(300)	(819)	(899)
		Amortization of actuarial loss/(gain) and prior
			service cost		198	183	617	564
		Net pension enhancement and
			curtailment/settlement cost		24	-	24	-
		Net benefit cost			330	312	976	972

	Other Postretirement Benefits
		Service cost			42	32	127	107
		Interest cost			86	89	259	293
		Expected return on plan assets			(7)	(9)	(21)	(29)
		Amortization of actuarial loss/(gain) and prior
			service cost		46	29	137	100
		Net benefit cost			167	141	502	471

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 $19,064 million at September 30, 2015, and $11,660 million at December 31, 2014, as compared to recorded book values of $18,790 million at September 30, 2015, and $11,278 million at December 31, 2014. The increase in the estimated fair value and book value of long-term debt reflects the Corporation’s issuance of $8.0 billion of long-term debt in the first quarter of 2015. The $8.0 billion of long-term debt is comprised of $500 million of floating-rate notes due in 2018, $500 million of floating-rate notes due in 2022, $1,600 million of 1.305% notes due in 2018, $1,500 million of 1.912% notes due in 2020, $1,150 million of 2.397% notes due in 2022, $1,750 million of 2.709% notes due in 2025, and $1,000 million of 3.567% notes due in 2045.

The fair value of long-term debt by hierarchy level at September 30, 2015, is: Level 1 $18,699 million; Level 2 $303 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		Nine Months Ended
				September 30,		September 30,
				2015	2014	2015	2014
Earnings After Income Tax			(millions of dollars)
	Upstream
		United States		(442)	1,257	(541)	3,694
		Non-U.S.		1,800	5,159	6,785	18,386
	Downstream
		United States		487	460	1,466	1,619
		Non-U.S.		1,546	564	3,740	929
	Chemical
		United States		526	765	1,866	1,972
		Non-U.S.		701	435	1,589	1,116
	All other			(378)	(570)	(1,535)	(1,766)
	Corporate total			4,240	8,070	13,370	25,950

Sales and Other Operating Revenue (1)
	Upstream
		United States		2,115	3,773	6,471	11,533
		Non-U.S.		3,760	5,367	12,268	17,607
	Downstream
		United States		18,737	31,367	57,920	94,210
		Non-U.S.		34,033	52,580	103,691	157,044
	Chemical
		United States		2,718	3,920	8,298	11,546
		Non-U.S.		4,314	6,196	13,143	18,280
	All other			2	3	6	17
	Corporate total			65,679	103,206	201,797	310,237

(1)	Includes sales-based taxes

Intersegment Revenue
	Upstream
		United States		982	1,866	3,386	6,133
		Non-U.S.		5,266	10,466	16,209	31,327
	Downstream
		United States		3,075	4,390	9,700	13,446
		Non-U.S.		5,424	11,086	17,224	36,485
	Chemical
		United States		1,858	2,775	5,765	7,962
		Non-U.S.		1,380	2,328	4,063	7,052
	All other			74	69	212	207

EXXON MOBIL CORPORATION

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

FUNCTIONAL EARNINGS SUMMARY

			Third Quarter		First Nine Months
Earnings (U.S. GAAP)			2015	2014	2015	2014
		(millions of dollars)
Upstream
	United States		(442)	1,257	(541)	3,694
	Non-U.S.		1,800	5,159	6,785	18,386
Downstream
	United States		487	460	1,466	1,619
	Non-U.S.		1,546	564	3,740	929
Chemical
	United States		526	765	1,866	1,972
	Non-U.S.		701	435	1,589	1,116
Corporate and financing			(378)	(570)	(1,535)	(1,766)
	Net Income attributable to ExxonMobil (U.S. GAAP)		4,240	8,070	13,370	25,950

Earnings per common share (dollars)			1.01	1.89	3.18	6.04

Earnings per common share - assuming dilution (dollars)			1.01	1.89	3.18	6.04

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

REVIEW OF THIRD QUARTER 2015 RESULTS

ExxonMobil’s third quarter 2015 earnings were $4.2 billion, or $1.01 per diluted share, compared with $8.1 billion a year earlier. Significantly lower Upstream realizations more than offset higher Downstream and Chemical earnings.

The Corporation maintains a relentless focus on business fundamentals, including cost management, regardless of commodity prices. Quarterly results reflect the continued strength of our Downstream and Chemical businesses and underscore the benefits of our integrated business model.

Upstream production volumes increased 2.3 percent, or 87,000 barrels per day, to 3.9 million oil‑equivalent barrels per day. Liquids volumes of 2.3 million barrels per day rose 13 percent driven by new developments in Canada, Indonesia, the United States, Angola and Nigeria.

Earnings in the first nine months of 2015 were $13.4 billion, down $12.6 billion, or 48 percent, from 2014.

Earnings per share, assuming dilution, decreased 47 percent to $3.18.

Capital and exploration expenditures were $23.6 billion, down 16 percent from 2014.

Oil‑equivalent production increased 2.7 percent from 2014, with liquids up 10 percent and natural gas down 5.7 percent.

The corporation distributed $11.5 billion to shareholders in the first nine months of 2015 through $9 billion in dividends and $2.5 billion in share purchases to reduce shares outstanding.

				Third Quarter		First Nine Months
				2015	2014	2015	2014
			(millions of dollars)
Upstream earnings
	United States			(442)	1,257	(541)	3,694
	Non-U.S.			1,800	5,159	6,785	18,386
		Total		1,358	6,416	6,244	22,080

Upstream earnings were $1,358 million in the third quarter of 2015, down $5,058 million from the third quarter of 2014. Lower liquids and gas realizations decreased earnings by $5.1 billion, while volume and mix effects, driven by new developments, increased earnings by $110 million. All other items decreased earnings by $70 million.

On an oil‑equivalent basis, production increased 2.3 percent from the third quarter of 2014. Liquids production totaled 2.3 million barrels per day, up 266,000 barrels per day, with project ramp‑up and entitlement effects partly offset by field decline. Natural gas production was 9.5 billion cubic feet per day, down 1.1 billion cubic feet per day from 2014 due to regulatory restrictions in the Netherlands and field decline, partly offset by project volumes.

U.S. Upstream earnings declined $1,699 million from the third quarter of 2014 to a loss of $442 million in the third quarter of 2015. Non‑U.S. Upstream earnings were $1,800 million, down $3,359 million from the prior year.

Upstream earnings were $6,244 million for the first nine months of 2015, down $15,836 million from 2014. Lower realizations decreased earnings by $15.1 billion. Favorable volume and mix effects increased earnings by $680 million. All other items, primarily the absence of prior year asset management gains, decreased earnings by $1.5 billion.

On an oil‑equivalent basis, production of 4 million barrels per day was up 2.7 percent compared to the same period in 2014. Liquids production of 2.3 million barrels per day increased 213,000 barrels per day, with project ramp‑up and entitlement effects partly offset by field decline. Natural gas production of 10.5 billion cubic feet per day decreased 630 million cubic feet per day from 2014 as regulatory restrictions in the Netherlands and field decline were partly offset by project ramp‑up and entitlement effects.

U.S. Upstream earnings declined $4,235 million from 2014 to a loss of $541 million for the first nine months of 2015. Earnings outside the U.S. were $6,785 million, down $11,601 million from the prior year.

		Third Quarter		First Nine Months
Upstream additional information			(thousands of barrels daily)
Volumes reconciliation (Oil-equivalent production)(1)
2014			3,831		3,940
	Entitlements - Net interest		(32)		(26)
	Entitlements - Price / Spend / Other		132		159
	Quotas		-		-
	Divestments		(17)		(27)
	Growth / Other		4		1
2015			3,918		4,047

(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.

				Third Quarter		First Nine Months
				2015	2014	2015	2014
			(millions of dollars)
Downstream earnings
	United States			487	460	1,466	1,619
	Non-U.S.			1,546	564	3,740	929
		Total		2,033	1,024	5,206	2,548

Downstream earnings were $2,033 million, up $1,009 million from the third quarter of 2014. Stronger margins increased earnings by $1.4 billion. Lower refining volumes due to higher maintenance‑related activities decreased earnings by $280 million. All other items, including maintenance‑driven expenditures partly offset by favorable foreign exchange impacts, decreased earnings by $110 million. Petroleum product sales of 5.8 million barrels per day were 211,000 barrels per day lower than the prior year.

Earnings from the U.S. Downstream were $487 million, up $27 million from the third quarter of 2014. Non‑U.S. Downstream earnings of $1,546 million were $982 million higher than last year.

Downstream earnings of $5,206 million for the first nine months of 2015 increased $2,658 million from 2014. Stronger margins increased earnings by $3.5 billion. Volume and mix effects decreased earnings by $280 million. All other items, including higher maintenance expense, decreased earnings by $580 million. Petroleum product sales of 5.8 million barrels per day were 107,000 barrels per day lower than 2014.

U.S. Downstream earnings were $1,466 million, a decrease of $153 million from 2014. Non‑U.S. Downstream earnings were $3,740 million, up $2,811 million from the prior year.

				Third Quarter		First Nine Months
				2015	2014	2015	2014
			(millions of dollars)
Chemical earnings
	United States			526	765	1,866	1,972
	Non-U.S.			701	435	1,589	1,116
		Total		1,227	1,200	3,455	3,088

Chemical earnings of $1,227 million were $27 million higher than the third quarter of 2014. Margins increased earnings by $210 million, benefiting from lower feedstock costs. Volume mix effects increased earnings by $30 million. All other items, primarily unfavorable foreign exchange effects, decreased earnings by $210 million. Third quarter prime product sales of 6.1 million metric tons were 167,000 metric tons lower than the prior year's third quarter.

Chemical earnings of $3,455 million for the first nine months of 2015 increased $367 million from 2014. Higher margins increased earnings by $790 million. Favorable volume mix effects increased earnings by $130 million. All other items, including unfavorable foreign exchange effects partly offset by asset management gains, decreased earnings by $560 million. Prime product sales of 18.2 million metric tons were down 287,000 metric tons from 2014.

Third Quarter

First Nine Months

2015

2014

2015

2014

(millions of dollars)

Corporate and financing earnings

(378)

(570)

(1,535)

(1,766)

Corporate and financing expenses were $378 million for the third quarter of 2015, down $192 million from the third quarter of 2014 driven by favorable tax and financing items.

Corporate and financing expenses were $1,535 billion in the first nine months of 2015, down $231 million from 2014.

LIQUIDITY AND CAPITAL RESOURCES

				Third Quarter		First Nine Months
				2015	2014	2015	2014
			(millions of dollars)
Net cash provided by/(used in)
	Operating activities					25,964	37,701
	Investing activities					(18,500)	(18,128)
	Financing activities					(7,450)	(19,085)
Effect of exchange rate changes						(334)	(170)
Increase/(decrease) in cash and cash equivalents						(320)	318

Cash and cash equivalents (at end of period)						4,296	4,962
Cash and cash equivalents – restricted (at end of period)						-	52
Total cash and cash equivalents (at end of period)						4,296	5,014

Cash flow from operations and asset sales
	Net cash provided by operating activities (U.S. GAAP)			9,174	12,396	25,964	37,701
	Proceeds associated with sales of subsidiaries, property,
		plant & equipment, and sales and returns of investments		491	127	1,604	3,794
	Cash flow from operations and asset sales			9,665	12,523	27,568	41,495

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

Cash flow from operations and asset sales in the third quarter of 2015 was $9.7 billion, including asset sales of $0.5 billion, a decrease of $2.8 billion from the comparable 2014 period due to lower earnings partially offset by higher proceeds from asset sales.

Cash provided by operating activities totaled $26.0 billion for the first nine months of 2015, $11.7 billion lower than 2014. The major source of funds was net income including noncontrolling interests of $13.7 billion, a decrease of $13.1 billion from the prior year period. The adjustment for the noncash provision of $13.3 billion for depreciation and depletion increased by $0.5 billion. Changes in operational working capital decreased cash flows by $1.0 billion in 2015 and $0.5 billion in 2014. All other items net had no impact on cash in 2015 and decreased cash by $1.5 billion in 2014. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 6.

Investing activities for the first nine months of 2015 used net cash of $18.5 billion, a decrease of $0.4 billion compared to the prior year. Spending for additions to property, plant and equipment of $20.4 billion was $3.7 billion lower than 2014. Proceeds from asset sales of $1.6 billion decreased $2.2 billion. Additional investment and advances decreased $0.9 billion to $0.4 billion. Other investing activities – net decreased $2.7 billion to $0.7 billion.

Cash flow from operations and asset sales in the first nine months of 2015 was $27.6 billion, including asset sales of $1.6 billion, and decreased $13.9 billion from the comparable 2014 period primarily due to lower earnings and lower proceeds from asset sales.

During the first quarter of 2015, the Corporation issued $8.0 billion of long-term debt and used part of the proceeds to reduce short-term debt. Net cash used in financing activities of $7.5 billion in the first nine months of 2015 was $11.6 billion lower than 2014 reflecting the 2015 debt issuance and a lower level of purchases of shares of ExxonMobil stock in 2015.

During the third quarter of 2015, Exxon Mobil Corporation purchased 6.5 million shares of its common stock for the treasury at a gross cost of $500 million. These purchases were to reduce the number of shares outstanding. Shares outstanding decreased from 4,169 million at the end of second quarter to 4,163 million at the end of the third quarter 2015. 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 $3.6 billion in the third quarter of 2015 through dividends and share purchases to reduce shares outstanding.

Total cash and cash equivalents of $4.3 billion at the end of the third quarter of 2015 compared to $5.0 billion at the end of the third quarter of 2014.

Total debt of $34.3 billion compared to $29.1 billion at year-end 2014. The Corporation's debt to total capital ratio was 16.2 percent at the end of the third quarter of 2015 compared to 13.9 percent at year-end 2014.

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

				Third Quarter				First Nine Months
				2015		2014		2015		2014
			(millions of dollars)

Income taxes				1,365		5,064		5,617		15,955
	Effective income tax rate			32	%	43	%	37	%	43	%
Sales-based taxes				5,813		7,519		17,308		22,806
All other taxes and duties				7,585		9,060		22,454		27,223
		Total		14,763		21,643		45,379		65,984

Income, sales-based and all other taxes and duties totaled $14.8 billion for the third quarter of 2015, a decrease of $6.9 billion from 2014. Income tax expense decreased by $3.7 billion to $1.4 billion reflecting lower earnings and a lower effective tax rate. The effective income tax rate was 32 percent compared to 43 percent in the prior year period due to favorable one-time items and a lower share of earnings in higher tax jurisdictions. Sales-based taxes and all other taxes and duties decreased by $3.2 billion to $13.4 billion as a result of lower sales realizations.

Income, sales-based and all other taxes and duties totaled $45.4 billion for the first nine months of 2015, a decrease of $20.6 billion from 2014. Income tax expense decreased by $10.3 billion to $5.6 billion as a result of lower earnings and a lower effective tax rate. The effective income tax rate was 37 percent compared to 43 percent in the prior year due primarily to a lower share of earnings in higher tax jurisdictions. Sales-based and all other taxes decreased by $10.3 billion to $39.8 billion as a result of lower sales realizations.


CAPITAL AND EXPLORATION EXPENDITURES

			Third Quarter		First Nine Months
			2015	2014	2015	2014
		(millions of dollars)

Upstream (including exploration expenses)			6,374	8,424	19,537	24,082
Downstream			586	780	1,834	2,002
Chemical			669	626	2,151	1,970
Other			41	7	113	19
	Total		7,670	9,837	23,635	28,073

Capital and exploration expenditures in the third quarter of 2015 were $7.7 billion, down 22 percent from the third quarter of 2014, in line with plan.

Capital and exploration expenditures in the first nine months of 2015 were $23.6 billion, down 16 percent from the first nine months of 2014 due primarily to lower major project spending. The Corporation anticipates an average investment profile of about $34 billion per year for the next few years. 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

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. ExxonMobil is evaluating 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 results, including project plans, costs, timing, and capacities; capital and exploration expenditures; resource recoveries; and share purchase levels, could differ materially due to factors including: changes in oil or gas prices or other market or economic conditions affecting the oil and gas industry, including the scope and duration of economic recessions; the outcome of exploration and development efforts; changes in law or government regulation, including tax and environmental requirements; the outcome of commercial negotiations; changes in technical or operating conditions; and other factors discussed under the heading "Factors Affecting Future Results" in the “Investors” section of our website and in Item 1A of ExxonMobil's 2014 Form 10-K. We assume no duty to update these statements as of any future date.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the nine months ended September 30, 2015, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2014.

Item 4. Controls and Procedures

As indicated in the certifications in Exhibit 31 of this report, the Corporation’s Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer have evaluated the Corporation’s disclosure controls and procedures as of September 30, 2015. 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

Following ExxonMobil Oil Corporation’s (EMOC) self-reporting of an air emission event at the ExxonMobil Beaumont Chemical Plant which exceeded provisions of the Texas Administrative Code and Texas Health and Safety Code, the Texas Commission on Environmental Quality (TCEQ), on September 17, 2015, notified EMOC that TCEQ was seeking a penalty of $150,000 in connection with the incident.

As last reported in the Corporation’s Form 10-Q for the first quarter of 2015, ExxonMobil Pipeline Company (EMPCo), the United States and the State of Arkansas reached agreement on a Consent Decree to resolve the enforcement action related to the discharge of crude oil from the Pegasus Pipeline in Mayflower, Faulkner County, Arkansas. Under the terms of the Consent Decree, EMPCo was to make several process changes and to pay a $3.19 million civil penalty to the United States and $1.88 million to the State of Arkansas consisting of a $1 million civil penalty, $600,000 towards a supplemental environmental project and $280,000 to reimburse expenses of the Arkansas Attorney General’s Office. The United States District Court for the Eastern District of Arkansas approved the Consent Decree on August 12, 2015 and EMPCo has made all payments required by the Consent Decree, with the exception of the Supplemental Environmental Project portion which continues to be progressed as contemplated under the Consent Decree. In a matter related to the same discharge of crude oil from the Pegasus Pipeline, on October 1, 2015, the Pipeline and Hazardous Materials Safety Administration issued a Final Order arising from a November 2013 Notice of Probable Violation alleging that EMPCo violated multiple federal Pipeline Safety Regulations. The Final Order imposed a penalty of $2,630,400 on EMPCo. EMPCo has filed a Petition for Reconsideration of the Final Order. The Final Order and demanded penalty are stayed.

As reported in the Corporation’s Form 10-K for 2014 and Form 10-Q for the second quarter of 2012, Chalmette Refining LLC (CRLLC), at the time the owner of the Chalmette Refinery (then operated by EMOC), and the Louisiana Department of Environmental Quality, were in discussions to resolve self-reported deviations from refinery operations and relating to certain Clean Air Act Title V permit conditions, limits and other requirements. On June 17, 2015, EMOC, Mobil Pipe Line Company, and PDV Chalmette LLC, the three holders of ownership interests in CRLLC, entered into an Agreement with PBF Holding Company LLC (PBF) to sell their ownership interests to PBF. The agreement provides that, at change in control, which occurred on November 1, 2015, PBF would assume the environmental liabilities of CRLLC, including any potential fines, penalties, or enforcement action relating to historical Title V deviations arising from the operation of the refinery.

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 September 30, 2015

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

July 2015		2,137,699	$81.99	2,137,699
August 2015		2,198,427	$75.84	2,198,427
September 2015		2,176,981	$73.02	2,176,981
	Total	6,513,107	$76.91	6,513,107	(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 October 30, 2015, the Corporation stated that fourth quarter 2015 share purchases to reduce shares outstanding are anticipated to equal $500 million. Purchases may be made in both the open market and through negotiated transactions, and purchases may be increased, decreased or discontinued at any time without prior notice.

Item 6. Exhibits

Exhibit		Description

31.1		Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief Executive Officer.
31.2		Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal Financial Officer.
31.3		Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal Accounting Officer.
32.1		Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Executive Officer.
32.2		Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Financial Officer.
32.3		Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Accounting Officer.
101		Interactive Data Files.

EXXON MOBIL CORPORATION

SIGNATURE

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

	EXXON MOBIL CORPORATION
Date: November 4, 2015	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.