Edgar Filing: EXXON MOBIL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

¨ 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 x No ¨

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

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

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 x

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, 2012

Common stock, without par value 4,615,939,496

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

TABLE OF CONTENTS

		Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statement of Income Three and six months ended June 30, 2012 and 2011	3
Condensed Consolidated Statement of Comprehensive Income Three and six months ended June 30, 2012 and 2011	4
Condensed Consolidated Balance Sheet As of June 30, 2012 and December 31, 2011	5

Condensed Consolidated Statement of Cash Flows Six months ended June 30, 2012 and 2011	6
Condensed Consolidated Statement of Changes in Equity Six months ended June 30, 2012 and 2011	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6. Exhibits	28
Signature	29
Index to Exhibits	30

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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,
			2012		2011		2012		2011
REVENUES AND OTHER INCOME
Sales and other operating revenue (1)		$	112,745	$	121,394	$	231,934	$	230,645
Income from equity affiliates			3,651		3,720		7,861		7,547
Other income			10,967		372		11,621		1,298
	Total revenues and other income		127,363		125,486		251,416		239,490

COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases			66,344		69,447		136,169		129,944
Production and manufacturing expenses			9,787		10,322		19,637		19,842
Selling, general and administrative expenses			3,486		3,681		7,087		7,308
Depreciation and depletion			3,899		3,881		7,741		7,642
Exploration expenses, including dry holes			372		592		894		926
Interest expense			50		45		157		74
Sales-based taxes (1)			8,027		8,613		16,520		16,529
Other taxes and duties			9,207		10,286		19,505		19,689
	Total costs and other deductions		101,172		106,867		207,710		201,954

Income before income taxes			26,191		18,619		43,706		37,536
	Income taxes		8,537		7,721		16,253		15,725
Net income including noncontrolling interests			17,654		10,898		27,453		21,811
	Net income attributable to noncontrolling interests		1,744		218		2,093		481
Net income attributable to ExxonMobil		$	15,910	$	10,680	$	25,360	$	21,330


Earnings per common share (dollars)		$	3.41	$	2.19	$	5.41	$	4.33

Earnings per common share - assuming dilution (dollars)		$	3.41	$	2.18	$	5.41	$	4.32

Dividends per common share (dollars)		$	0.57	$	0.47	$	1.04	$	0.91

(1) Sales-based taxes included in sales and other
	operating revenue	$	8,027	$	8,613	$	16,520	$	16,529

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

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

					Three Months Ended				Six Months Ended
					June 30,				June 30,
					2012		2011		2012		2011

	Net income including noncontrolling interests				$	17,654	$	10,898	$	27,453	$	21,811
	Other comprehensive income (net of income taxes)
		Foreign exchange translation adjustment				(1,367)		778		(322)		2,112
		Adjustment for foreign exchange translation (gain)/loss
				included in net income		(4,302)		-		(4,235)		-
		Postretirement benefits reserves adjustment
				(excluding amortization)		224		(160)		(180)		(565)
		Amortization and settlement of postretirement benefits reserves
				adjustment included in net periodic benefit costs		1,236		321		1,629		631
		Change in fair value of cash flow hedges				-		7		-		10
		Realized (gain)/loss from settled cash flow hedges
				included in net income		-		(14)		-		(33)
			Total other comprehensive income			(4,209)		932		(3,108)		2,155
	Comprehensive income including noncontrolling interests					13,445		11,830		24,345		23,966
		Comprehensive income attributable to
				noncontrolling interests		196		293		521		612
	Comprehensive income attributable to ExxonMobil				$	13,249	$	11,537	$	23,824	$	23,354

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

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

			June 30,		Dec. 31,
			2012		2011
ASSETS
Current assets
	Cash and cash equivalents		$	17,802	$	12,664
	Cash and cash equivalents – restricted			215		404
	Notes and accounts receivable – net			33,741		38,642
	Inventories
		Crude oil, products and merchandise		11,729		11,665
		Materials and supplies		3,429		3,359
	Other current assets			5,881		6,229
		Total current assets		72,797		72,963
Investments, advances and long-term receivables				33,921		34,333
Property, plant and equipment – net				214,940		214,664
Other assets, including intangibles – net				7,987		9,092
		Total assets	$	329,645	$	331,052

LIABILITIES
Current liabilities
	Notes and loans payable		$	6,704	$	7,711
	Accounts payable and accrued liabilities			51,322		57,067
	Income taxes payable			12,110		12,727
		Total current liabilities		70,136		77,505
Long-term debt				8,877		9,322
Postretirement benefits reserves				22,117		24,994
Deferred income tax liabilities				36,851		36,618
Other long-term obligations				23,679		21,869
		Total liabilities		161,660		170,308

Commitments and contingencies (Note 2)

EQUITY
Common stock, without par value:
	Authorized: 9,000 million shares
	Issued: 8,019 million shares			9,221		9,512
Earnings reinvested				351,421		330,939
Accumulated other comprehensive income				(10,659)		(9,123)
Common stock held in treasury:
		3,403 million shares at June 30, 2012		(187,172)
		3,285 million shares at December 31, 2011				(176,932)
	ExxonMobil share of equity			162,811		154,396
Noncontrolling interests				5,174		6,348
	Total equity			167,985		160,744
	Total liabilities and equity		$	329,645	$	331,052

The number of shares of common stock issued and outstanding at June 30, 2012 and December 31, 2011 were 4,615,939,496 and 4,733,948,268, respectively.

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

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

				Six Months Ended
				June 30,
				2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income including noncontrolling interests			$	27,453	$	21,811
	Depreciation and depletion				7,741		7,642
	Changes in operational working capital, excluding cash and debt				3,408		1,078
	Net (gain) on asset sales				(11,109)		(600)
	All other items – net				2,011		(186)
			Net cash provided by operating activities		29,504		29,745

CASH FLOWS FROM INVESTING ACTIVITIES
	Additions to property, plant and equipment				(16,188)		(14,863)
	Proceeds associated with sales of subsidiaries, property, plant and
		equipment, and sales and returns of investments			6,243		2,838
	Additional investments and advances				(397)		(2,949)
	Additions to marketable securities				-		(1,754)
	Other investing activities – net				1,235		871
			Net cash used in investing activities		(9,107)		(15,857)

CASH FLOWS FROM FINANCING ACTIVITIES
	Additions to long-term debt				389		249
	Reductions in long-term debt				(11)		(43)
	Additions/(reductions) in short-term debt – net				(214)		1,182
	Cash dividends to ExxonMobil shareholders				(4,878)		(4,496)
	Cash dividends to noncontrolling interests				(137)		(152)
	Changes in noncontrolling interests				198		(12)
	Tax benefits related to stock-based awards				-		171
	Common stock acquired				(10,716)		(11,165)
	Common stock sold				86		452
			Net cash used in financing activities		(15,283)		(13,814)

Effects of exchange rate changes on cash					24		388
Increase/(decrease) in cash and cash equivalents					5,138		462
Cash and cash equivalents at beginning of period					12,664		7,825
Cash and cash equivalents at end of period				$	17,802	$	8,287

SUPPLEMENTAL DISCLOSURES
	Income taxes paid			$	12,327	$	13,547
	Cash interest paid			$	290	$	262

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

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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, 2010		$	9,371	$	298,899		$	(4,823)	$	(156,608)	$	146,839	$	5,840	$	152,679
Amortization of stock-based awards			383		-			-		-		383		-		383
Tax benefits related to stock-based awards			133		-			-		-		133		-		133
Other			(535)		-			-		-		(535)		(4)		(539)

Net income for the period			-		21,330			-		-		21,330		481		21,811
Dividends – common shares			-		(4,496)			-		-		(4,496)		(152)		(4,648)

Other comprehensive income			-		-			2,024		-		2,024		131		2,155

Acquisitions, at cost			-		-			-		(11,165)		(11,165)		(12)		(11,177)
Dispositions			-		-			-		1,038		1,038		-		1,038
Balance as of June 30, 2011		$	9,352	$	315,733		$	(2,799)	$	(166,735)	$	155,551	$	6,284	$	161,835

Balance as of December 31, 2011		$	9,512	$	330,939		$	(9,123)	$	(176,932)	$	154,396	$	6,348	$	160,744
Amortization of stock-based awards			439		-			-		-		439		-		439
Tax benefits related to stock-based awards			23		-			-		-		23		-		23
Other			(753)		-			-		-		(753)		(1,450)		(2,203)

Net income for the period			-		25,360			-		-		25,360		2,093		27,453
Dividends – common shares			-		(4,878)			-		-		(4,878)		(214)		(5,092)

Other comprehensive income			-		-			(1,536)		-		(1,536)		(1,572)		(3,108)

Acquisitions, at cost			-		-			-		(10,716)		(10,716)		(31)		(10,747)
Dispositions			-		-			-		476		476		-		476
Balance as of June 30, 2012		$	9,221	$	351,421		$	(10,659)	$	(187,172)	$	162,811	$	5,174	$	167,985

		Six Months Ended June 30, 2012									Six Months Ended June 30, 2011
				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		(3,285)			4,734				8,019		(3,040)		4,979
	Acquisitions		-		(127)			(127)				-		(136)		(136)
	Dispositions		-		9			9				-		19		19
Balance as of June 30			8,019		(3,403)			4,616				8,019		(3,157)		4,862

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

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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 2011 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. The Corporation's exploration and production activities are accounted for under the "successful efforts" method.

2. 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 materially adverse effect upon the Corporation's operations, financial condition, or financial statements taken as a whole.

On June 30, 2011, a state district court jury in Baltimore County, Maryland returned a verdict against Exxon Mobil Corporation in Allison, et al v. Exxon Mobil Corporation, a case involving an accidental 26,000 gallon gasoline leak at a suburban Baltimore service station. The verdict included approximately $497 million in compensatory damages and approximately $1.0 billion in punitive damages in a finding that ExxonMobil fraudulently misled the plaintiff-residents about the events leading up to the leak, the leak's discovery, and the nature and extent of any groundwater contamination. ExxonMobil believes the verdict is not justified by the evidence and that the amount of the compensatory award is grossly excessive and the imposition of punitive damages is improper and unconstitutional. The trial court denied a post-trial motion that ExxonMobil filed to overturn the punitive damages verdict and entered a Final Judgment in the amount of $1,488 million. ExxonMobil has appealed the verdict and judgment. The appeal is pending before the Maryland Court of Appeals. In an earlier trial involving the same leak and different plaintiffs, the jury awarded compensatory damages but rejected the plaintiffs' punitive damages claims. Those plaintiffs did not appeal the jury's denial of punitive damages. On February 9, 2012, the Maryland Court of Special Appeals reversed in part and affirmed in part the trial court's decision on compensatory damages in that case. The Maryland Court of Appeals granted writs of certiorari to both parties in response to their separate petitions seeking reversals of portions of the Court of Special Appeals' decision. The appeals in both of these cases have been consolidated before the Maryland Court of Appeals. The ultimate outcome of all of this litigation is not expected to 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, 2012, for guarantees relating to notes, loans and performance under contracts. 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.

-8-


			As of June 30, 2012
			Equity		Other
			Company		Third Party
			Obligations *(1)*		Obligations		Total
			(millions of dollars)
Guarantees
	Debt-related		$	1,990	$	64	$	2,054
	Other			3,774		3,977		7,751
		Total	$	5,764	$	4,041	$	9,805

(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, 2012, 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. ExxonMobil’s remaining net book investment in Cerro Negro producing assets is about $750 million.

On September 6, 2007, affiliates of ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes (ICSID) invoking ICSID jurisdiction under Venezuela’s Investment Law and the Netherlands-Venezuela Bilateral Investment Treaty. 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. The ICSID arbitration proceeding is continuing and a hearing on the merits was held in February 2012. At this time, 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 have appealed that judgment. 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.

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3. Other Comprehensive Income Information

			ExxonMobil Share of Accumulated
			Other Comprehensive Income
			Cumulative		Post-		Unrealized
			Foreign		retirement		Change in
			Exchange		Benefits		Fair Value
			Translation		Reserves		on Cash
			Adjustment		Adjustment		Flow Hedges		Total
		(millions of dollars)

Balance as of December 31, 2010			$	5,011	$	(9,889)	$	55	$	(4,823)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income			1,939		(492)		10		1,457
Amounts reclassified from accumulated other
	comprehensive income			-		600		(33)		567
Total change in accumulated other comprehensive
	income			1,939		108		(23)		2,024
Balance as of June 30, 2011			$	6,950	$	(9,781)	$	32	$	(2,799)


Balance as of December 31, 2011			$	4,168	$	(13,291)	$	-	$	(9,123)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income			(266)		(152)		-		(418)
Amounts reclassified from accumulated other
	comprehensive income			(2,484)		1,366		-		(1,118)
Total change in accumulated other comprehensive
	income			(2,750)		1,214		-		(1,536)
Balance as of June 30, 2012			$	1,418	$	(12,077)	$	-	$	(10,659)

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2012		2011		2012		2011
			(millions of dollars)
Income Tax (Expense)/Credit For
	Components of Other Comprehensive Income
Foreign exchange translation adjustment			$	23	$	(51)	$	(37)	$	(87)
Postretirement benefits reserves adjustment
	Postretirement benefits reserves adjustment
		(excluding amortization)		(71)		60		90		237
	Amortization and settlement of postretirement benefits reserves
		adjustment included in net periodic benefit costs		(743)		(146)		(932)		(301)
Unrealized change in fair value on cash flow hedges
	Change in fair value of cash flow hedges			-		(3)		-		(5)
	Realized (gain)/loss from settled cash flow hedges
		included in net income		-		8		-		20
Total			$	(791)	$	(132)	$	(879)	$	(136)

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4. Earnings Per Share

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2012		2011		2012		2011

Earnings per common share
Net income attributable to ExxonMobil (millions of dollars)			$	15,910	$	10,680	$	25,360	$	21,330

Weighted average number of common shares
	outstanding (millions of shares)			4,656		4,906		4,686		4,934

Earnings per common share (dollars)			$	3.41	$	2.19	$	5.41	$	4.33

Earnings per common share - assuming dilution
Net income attributable to ExxonMobil (millions of dollars)			$	15,910	$	10,680	$	25,360	$	21,330

Weighted average number of common shares
	outstanding (millions of shares)			4,656		4,906		4,686		4,934
		Effect of employee stock-based awards		1		6		1		7
Weighted average number of common shares
	outstanding - assuming dilution			4,657		4,912		4,687		4,941

Earnings per common share
	- assuming dilution (dollars)		$	3.41	$	2.18	$	5.41	$	4.32

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5. Pension and Other Postretirement Benefits

				Three Months Ended				Six Months Ended
				June 30,				June 30,
				2012		2011		2012		2011
				(millions of dollars)
Pension Benefits - U.S.
	Components of net benefit cost
		Service cost		$	160	$	124	$	316	$	249
		Interest cost			205		198		410		396
		Expected return on plan assets			(204)		(193)		(394)		(385)
		Amortization of actuarial loss/(gain) and prior
			service cost		144		124		290		247
		Net pension enhancement and
			curtailment/settlement cost		123		101		246		202
		Net benefit cost		$	428	$	354	$	868	$	709


Pension Benefits - Non-U.S.
	Components of net benefit cost
		Service cost		$	166	$	146	$	334	$	285
		Interest cost			282		323		580		639
		Expected return on plan assets			(273)		(296)		(562)		(586)
		Amortization of actuarial loss/(gain) and prior
			service cost		237		193		491		377
		Net pension enhancement and
			curtailment/settlement cost (1)		1,423		-		1,429		-
		Net benefit cost		$	1,835	$	366	$	2,272	$	715


Other Postretirement Benefits
	Components of net benefit cost
		Service cost		$	36	$	38	$	69	$	64
		Interest cost			101		101		204		204
		Expected return on plan assets			(10)		(12)		(21)		(22)
		Amortization of actuarial loss/(gain) and prior
			service cost		55		49		108		106
		Net benefit cost		$	182	$	176	$	360	$	352

(1) Non-U.S. net pension enhancement and curtailment/settlement cost for the three months and six months ended June 30, 2012, includes $1,420 million (on a consolidated‑company, before‑tax basis) of accumulated other comprehensive income for the postretirement benefit reserves adjustment that was recycled into earnings and included in the Japan restructuring gain reported in “Other income” (See Note 10).

-12-

6. 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, including capitalized lease obligations, was $9.4 billion at June 30, 2012, and $9.8 billion at December 31, 2011, as compared to recorded book values of $8.9 billion at June 30, 2012, and $9.3 billion at December 31, 2011. The fair value of long-term debt by hierarchy level at June 30, 2012 is shown below:

As of June 30, 2012

Level 1

Level 2

Level 3

Total

(millions of dollars)

Long-term debt fair value

$ 6,555

$ 2,472

$ 378

$ 9,405

The fair value hierarchy for long-term debt is primarily Level 1 and represents quoted prices in active markets. Level 2 includes debt whose fair value is based upon a publicly available index. The Level 3 amount is primarily capitalized leases whose value is typically determined through the use of present value and specific contract terms.

-13-

7. Disclosures about Segments and Related Information

			Three Months Ended				Six Months Ended
			June 30,				June 30,
			2012		2011		2012		2011
			(millions of dollars)
EARNINGS AFTER INCOME TAX
	Upstream
		United States	$	678	$	1,449	$	1,688	$	2,728
		Non-U.S.		7,680		7,092		14,472		14,488
	Downstream
		United States		834		734		1,437		1,428
		Non-U.S. (1)		5,812		622		6,795		1,027
	Chemical
		United States		494		625		927		1,294
		Non-U.S. (1)		955		696		1,223		1,543
	All other			(543)		(538)		(1,182)		(1,178)
	Corporate total		$	15,910	$	10,680	$	25,360	$	21,330

(1)	2012 periods include gain associated with the Japan restructuring (See Note 10) of $5.3 billion in the non-U.S.
	Downstream and $0.6 billion in the non-U.S. Chemical segments.

SALES AND OTHER OPERATING REVENUE (2)
	Upstream
		United States	$	2,607	$	3,629	$	5,574	$	6,915
		Non-U.S.		7,059		8,705		14,955		17,583
	Downstream
		United States		30,461		32,038		61,370		59,575
		Non-U.S.		62,809		65,960		129,827		125,151
	Chemical
		United States		3,747		4,129		7,674		7,776
		Non-U.S.		6,055		6,926		12,523		13,634
	All other			7		7		11		11
	Corporate total		$	112,745	$	121,394	$	231,934	$	230,645

(2)	Includes sales-based taxes

INTERSEGMENT REVENUE
	Upstream
		United States	$	2,111	$	2,598	$	4,603	$	4,957
		Non-U.S.		11,896		12,873		24,066		25,178
	Downstream
		United States		5,282		5,115		10,792		9,645
		Non-U.S.		14,737		19,632		31,906		36,133
	Chemical
		United States		3,000		3,502		6,128		6,318
		Non-U.S.		2,580		2,685		5,273		5,135
	All other			67		62		137		126

8. Accounting for Suspended Exploratory Well Costs

For the category of exploratory well costs at year-end 2011 that were suspended more than one year, a total of $95 million was expensed in the first six months of 2012.

-14-

9. Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries

Exxon Mobil Corporation has fully and unconditionally guaranteed the deferred interest debentures due September 1, 2012 ($2,808 million) of SeaRiver Maritime Financial Holdings, Inc., a 100-percent-owned subsidiary of Exxon Mobil Corporation.

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

							SeaRiver
					Exxon Mobil		Maritime				Consolidating
					Corporation		Financial				and
					Parent		Holdings,		All Other		Eliminating
					Guarantor		Inc.		Subsidiaries		Adjustments		Consolidated
					(millions of dollars)

Condensed consolidated statement of comprehensive income for three months ended June 30, 2012
	Revenues and other income
		Sales and other operating revenue,
			including sales-based taxes		$	4,241	$	-	$	108,504	$	-	$	112,745
		Income from equity affiliates				16,024		11		3,620		(16,004)		3,651
		Other income				128		-		10,839		-		10,967
		Intercompany revenue				13,722		-		99,535		(113,257)		-
				Total revenues and other income		34,115		11		222,498		(129,261)		127,363
	Costs and other deductions
		Crude oil and product purchases				14,648		-		162,006		(110,310)		66,344
		Production and manufacturing
			expenses			1,845		-		9,425		(1,483)		9,787
		Selling, general and administrative
			expenses			783		-		2,868		(165)		3,486
		Depreciation and depletion				410		-		3,489		-		3,899
		Exploration expenses, including dry
			holes			70		-		302		-		372
		Interest expense				130		73		1,159		(1,312)		50
		Sales-based taxes				-		-		8,027		-		8,027
		Other taxes and duties				11		-		9,196		-		9,207
				Total costs and other deductions		17,897		73		196,472		(113,270)		101,172
	Income before income taxes					16,218		(62)		26,026		(15,991)		26,191
		Income taxes				308		(27)		8,256		-		8,537
	Net income including noncontrolling
		interests				15,910		(35)		17,770		(15,991)		17,654
		Net income attributable to
			noncontrolling interests			-		-		1,744		-		1,744
	Net income attributable to ExxonMobil				$	15,910	$	(35)	$	16,026	$	(15,991)	$	15,910
	Comprehensive income
		attributable to ExxonMobil			$	13,249	$	(35)	$	13,153	$	(13,118)	$	13,249

-15-

							SeaRiver
					Exxon Mobil		Maritime				Consolidating
					Corporation		Financial				and
					Parent		Holdings,		All Other		Eliminating
					Guarantor		Inc.		Subsidiaries		Adjustments		Consolidated
					(millions of dollars)

Condensed consolidated statement of comprehensive income for three months ended June 30, 2011
	Revenues and other income
		Sales and other operating revenue,
			including sales-based taxes		$	4,811	$	-	$	116,583	$	-	$	121,394
		Income from equity affiliates				9,169		(9)		3,697		(9,137)		3,720
		Other income				26		-		346		-		372
		Intercompany revenue				14,473		1		116,608		(131,082)		-
				Total revenues and other income		28,479		(8)		237,234		(140,219)		125,486
	Costs and other deductions
		Crude oil and product purchases				13,577		-		184,103		(128,233)		69,447
		Production and manufacturing
			expenses			2,003		-		9,745		(1,426)		10,322
		Selling, general and administrative
			expenses			707		-		3,154		(180)		3,681
		Depreciation and depletion				425		-		3,456		-		3,881
		Exploration expenses, including dry
			holes			47		-		545		-		592
		Interest expense				87		69		1,151		(1,262)		45
		Sales-based taxes				-		-		8,613		-		8,613
		Other taxes and duties				11		-		10,275		-		10,286
				Total costs and other deductions		16,857		69		221,042		(131,101)		106,867
	Income before income taxes					11,622		(77)		16,192		(9,118)		18,619
		Income taxes				942		(26)		6,805		-		7,721
	Net income including noncontrolling
		interests				10,680		(51)		9,387		(9,118)		10,898
		Net income attributable to
			noncontrolling interests			-		-		218		-		218
	Net income attributable to ExxonMobil				$	10,680	$	(51)	$	9,169	$	(9,118)	$	10,680
	Comprehensive income
		attributable to ExxonMobil			$	11,537	$	(51)	$	9,843	$	(9,792)	$	11,537

Condensed consolidated statement of comprehensive income for six months ended June 30, 2012
	Revenues and other income
		Sales and other operating revenue,
			including sales-based taxes		$	8,720	$	-	$	223,214	$	-	$	231,934
		Income from equity affiliates				25,420		16		7,791		(25,366)		7,861
		Other income				252		-		11,369		-		11,621
		Intercompany revenue				28,129		1		216,035		(244,165)		-
				Total revenues and other income		62,521		17		458,409		(269,531)		251,416
	Costs and other deductions
		Crude oil and product purchases				30,032		-		344,341		(238,204)		136,169
		Production and manufacturing
			expenses			3,826		-		18,744		(2,933)		19,637
		Selling, general and administrative
			expenses			1,584		-		5,831		(328)		7,087
		Depreciation and depletion				814		-		6,927		-		7,741
		Exploration expenses, including dry
			holes			187		-		707		-		894
		Interest expense				279		146		2,465		(2,733)		157
		Sales-based taxes				-		-		16,520		-		16,520
		Other taxes and duties				21		-		19,484		-		19,505
				Total costs and other deductions		36,743		146		415,019		(244,198)		207,710
	Income before income taxes					25,778		(129)		43,390		(25,333)		43,706
		Income taxes				418		(54)		15,889		-		16,253
	Net income including noncontrolling
		interests				25,360		(75)		27,501		(25,333)		27,453
		Net income attributable to
			noncontrolling interests			-		-		2,093		-		2,093
	Net income attributable to ExxonMobil				$	25,360	$	(75)	$	25,408	$	(25,333)	$	25,360
	Comprehensive income
		attributable to ExxonMobil			$	23,824	$	(75)	$	23,576	$	(23,501)	$	23,824

-16-

							SeaRiver
					Exxon Mobil		Maritime				Consolidating
					Corporation		Financial				and
					Parent		Holdings,		All Other		Eliminating
					Guarantor		Inc.		Subsidiaries		Adjustments		Consolidated
					(millions of dollars)

Condensed consolidated statement of comprehensive income for six months ended June 30, 2011
	Revenues and other income
		Sales and other operating revenue,
			including sales-based taxes		$	9,058	$	-	$	221,587	$	-	$	230,645
		Income from equity affiliates				20,323		(13)		7,492		(20,255)		7,547
		Other income				56		-		1,242		-		1,298
		Intercompany revenue				26,701		2		224,389		(251,092)		-
				Total revenues and other income		56,138		(11)		454,710		(271,347)		239,490
	Costs and other deductions
		Crude oil and product purchases				27,683		-		347,874		(245,613)		129,944
		Production and manufacturing
			expenses			3,880		-		18,734		(2,772)		19,842
		Selling, general and administrative
			expenses			1,437		-		6,223		(352)		7,308
		Depreciation and depletion				811		-		6,831		-		7,642
		Exploration expenses, including dry
			holes			111		-		815		-		926
		Interest expense				141		137		2,190		(2,394)		74
		Sales-based taxes				-		-		16,529		-		16,529
		Other taxes and duties				20		-		19,669		-		19,689
				Total costs and other deductions		34,083		137		418,865		(251,131)		201,954
	Income before income taxes					22,055		(148)		35,845		(20,216)		37,536
		Income taxes				725		(51)		15,051		-		15,725
	Net income including noncontrolling
		interests				21,330		(97)		20,794		(20,216)		21,811
		Net income attributable to
			noncontrolling interests			-		-		481		-		481
	Net income attributable to ExxonMobil				$	21,330	$	(97)	$	20,313	$	(20,216)	$	21,330
	Comprehensive income
		attributable to ExxonMobil			$	23,354	$	(97)	$	22,096	$	(21,999)	$	23,354

-17-

				SeaRiver
		Exxon Mobil		Maritime				Consolidating
		Corporation		Financial				and
		Parent		Holdings,		All Other		Eliminating
		Guarantor		Inc.		Subsidiaries		Adjustments		Consolidated
		(millions of dollars)
Condensed consolidated balance sheet as of June 30, 2012
Cash and cash equivalents		$	3,251	$	-	$	14,551	$	-	$	17,802
Cash and cash equivalents - restricted			62		-		153		-		215
Notes and accounts receivable - net			3,157		26		31,714		(1,156)		33,741
Inventories			1,690		-		13,468		-		15,158
Other current assets			777		-		5,104		-		5,881
	Total current assets		8,937		26		64,990		(1,156)		72,797
Property, plant and equipment - net			20,477		-		194,463		-		214,940
Investments and other assets			282,484		408		502,481		(743,465)		41,908
Intercompany receivables			17,050		2,859		593,250		(613,159)		-
	Total assets	$	328,948	$	3,293	$	1,355,184	$	(1,357,780)	$	329,645

Notes and loans payable		$	1,485	$	2,808	$	2,411	$	-	$	6,704
Accounts payable and accrued liabilities			3,405		27		47,890		-		51,322
Income taxes payable			-		-		13,266		(1,156)		12,110
	Total current liabilities		4,890		2,835		63,567		(1,156)		70,136
Long-term debt			354		-		8,523		-		8,877
Postretirement benefits reserves			11,879		-		10,238		-		22,117
Deferred income tax liabilities			1,778		-		35,073		-		36,851
Other long-term obligations			5,344		-		18,335		-		23,679
Intercompany payables			141,892		381		470,886		(613,159)		-
	Total liabilities		166,137		3,216		606,622		(614,315)		161,660

Earnings reinvested			351,421		(1,107)		166,047		(164,940)		351,421
Other ExxonMobil equity			(188,610)		1,184		577,341		(578,525)		(188,610)
	ExxonMobil share of equity		162,811		77		743,388		(743,465)		162,811
Noncontrolling interests			-		-		5,174		-		5,174
	Total equity		162,811		77		748,562		(743,465)		167,985
	Total liabilities and equity	$	328,948	$	3,293	$	1,355,184	$	(1,357,780)	$	329,645

Condensed consolidated balance sheet as of December 31, 2011
Cash and cash equivalents		$	1,354	$	-	$	11,310	$	-	$	12,664
Cash and cash equivalents - restricted			239		-		165		-		404
Notes and accounts receivable - net			2,719		-		36,569		(646)		38,642
Inventories			1,634		-		13,390		-		15,024
Other current assets			353		-		5,876		-		6,229
	Total current assets		6,299		-		67,310		(646)		72,963
Property, plant and equipment - net			19,687		-		194,977		-		214,664
Investments and other assets			260,410		393		485,157		(702,535)		43,425
Intercompany receivables			17,325		2,726		543,844		(563,895)		-
	Total assets	$	303,721	$	3,119	$	1,291,288	$	(1,267,076)	$	331,052

Notes and loans payable		$	1,851	$	2,662	$	3,198	$	-	$	7,711
Accounts payable and accrued liabilities			3,117		57		53,893		-		57,067
Income taxes payable			-		2		13,371		(646)		12,727
	Total current liabilities		4,968		2,721		70,462		(646)		77,505
Long-term debt			293		-		9,029		-		9,322
Postretirement benefits reserves			12,344		-		12,650		-		24,994
Deferred income tax liabilities			1,450		-		35,168		-		36,618
Other long-term obligations			5,215		-		16,654		-		21,869
Intercompany payables			125,055		386		438,454		(563,895)		-
	Total liabilities		149,325		3,107		582,417		(564,541)		170,308

Earnings reinvested			330,939		(1,032)		141,467		(140,435)		330,939
Other ExxonMobil equity			(176,543)		1,044		561,056		(562,100)		(176,543)
	ExxonMobil share of equity		154,396		12		702,523		(702,535)		154,396
Noncontrolling interests			-		-		6,348		-		6,348
	Total equity		154,396		12		708,871		(702,535)		160,744
	Total liabilities and equity	$	303,721	$	3,119	$	1,291,288	$	(1,267,076)	$	331,052

-18-

					SeaRiver
			Exxon Mobil		Maritime				Consolidating
			Corporation		Financial				and
			Parent		Holdings,		All Other		Eliminating
			Guarantor		Inc.		Subsidiaries		Adjustments		Consolidated
			(millions of dollars)

Condensed consolidated statement of cash flows for six months ended June 30, 2012
Cash provided by/(used in) operating activities			$	1,866	$	(3)	$	28,468	$	(827)	$	29,504
Cash flows from investing activities
	Additions to property, plant and equipment			(1,790)		-		(14,398)		-		(16,188)
	Proceeds associated with sales of long-term assets			475		-		5,768		-		6,243
	Net intercompany investing			17,045		(133)		(17,238)		326		-
	All other investing, net			177		-		661		-		838
	Net cash provided by/(used in)
		investing activities		15,907		(133)		(25,207)		326		(9,107)
Cash flows from financing activities
	Additions to long-term debt			-		-		389		-		389
	Reductions in long-term debt			-		-		(11)		-		(11)
	Additions/(reductions) in short-term debt - net			(368)		-		154		-		(214)
	Cash dividends			(4,878)		-		(827)		827		(4,878)
	Net ExxonMobil shares sold/(acquired)			(10,630)		-		-		-		(10,630)
	Net intercompany financing activity			-		(4)		190		(186)		-
	All other financing, net			-		140		61		(140)		61
	Net cash provided by/(used in)
		financing activities		(15,876)		136		(44)		501		(15,283)
Effects of exchange rate changes on cash				-		-		24		-		24
Increase/(decrease) in cash and cash
	equivalents		$	1,897	$	-	$	3,241	$	-	$	5,138

Condensed consolidated statement of cash flows for six months ended June 30, 2011
Cash provided by/(used in) operating activities			$	3,739	$	2	$	26,577	$	(573)	$	29,745
Cash flows from investing activities
	Additions to property, plant and equipment			(1,337)		-		(13,526)		-		(14,863)
	Proceeds associated with sales of long-term assets			163		-		2,675		-		2,838
	Net intercompany investing			13,258		(177)		(13,484)		403		-
	All other investing, net			(1,323)		-		(2,509)		-		(3,832)
	Net cash provided by/(used in)
		investing activities		10,761		(177)		(26,844)		403		(15,857)
Cash flows from financing activities
	Additions to long-term debt			-		-		249		-		249
	Reductions in long-term debt			-		-		(43)		-		(43)
	Additions/(reductions) in short-term debt - net			873		-		309		-		1,182
	Cash dividends			(4,496)		-		(572)		572		(4,496)
	Net ExxonMobil shares sold/(acquired)			(10,713)		-		-		-		(10,713)
	Net intercompany financing activity			-		-		227		(227)		-
	All other financing, net			171		175		(164)		(175)		7
	Net cash provided by/(used in)
		financing activities		(14,165)		175		6		170		(13,814)
Effects of exchange rate changes on cash				-		-		388		-		388
Increase/(decrease) in cash and cash
	equivalents		$	335	$	-	$	127	$	-	$	462

-19-

10. Japan Restructuring

On June 1, 2012, the Corporation completed the restructuring of its Downstream and Chemical holdings in Japan. Under the restructuring, TonenGeneral Sekiyu K. K. (TG), a consolidated subsidiary owned 50 percent by the Corporation, purchased for $3.9 billion the Corporation’s shares of a wholly-owned affiliate in Japan, EMG Marketing Godo Kaisha (previously known as ExxonMobil Yugen Kaisha), which resulted in TG acquiring approximately 200 million of its shares currently owned by the Corporation along with other assets. As a result of the restructuring, the Corporation’s effective ownership of TG was reduced to approximately 22 percent and a gain of $6.5 billion was recognized. The gain is included in “Other income” partially offset by amounts included in “Income tax expense” and “Net income attributable to noncontrolling interests”.

The gain includes $1.9 billion of the Corporation’s share of other comprehensive income recycled into earnings (see note 3 below). The gain also includes remeasurement of TG’s shares that the Corporation continues to own to $0.7 billion, based on TG’s share price on the Tokyo Stock Exchange. The Corporation will account for its remaining investment using the equity method.

Summarized balance sheet for the Japan entities subject to the restructuring follows:



		(millions of dollars)
Assets
	Current assets (1)		$	6,391
	Net property, plant and equipment			4,700
	Other assets			989
Total assets			$	12,080

Liabilities
	Current liabilities (2)		$	7,398
	Long-term debt			22
	Postretirement benefits reserves			2,066
	Other long-term obligations			826
Total liabilities			$	10,312

Equity
	ExxonMobil share of equity (3)		$	(256)
	Noncontrolling interests			2,024
Total equity			$	1,768
Total liabilities and equity			$	12,080

(1) The aggregate replacement cost of inventories exceeded the LIFO carrying values by $2.4 billion at June 1, 2012.

(2) On June 1, 2012, Japan’s unused credit lines for short-term financing were $1.0 billion.

(3) The accumulated other comprehensive income associated with the Japan restructuring was recycled into earnings. At June 1, 2012, ExxonMobil’s share of accumulated other comprehensive income was a benefit of $1.9 billion, including $2.5 billion related to cumulative translation adjustments offset by $0.6 billion related to postretirement benefit reserves adjustments.

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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)		2012		2011		2012		2011
		(millions of dollars)
Upstream
	United States	$	678	$	1,449	$	1,688	$	2,728
	Non-U.S.		7,680		7,092		14,472		14,488
Downstream
	United States		834		734		1,437		1,428
	Non-U.S.		5,812		622		6,795		1,027
Chemical
	United States		494		625		927		1,294
	Non-U.S.		955		696		1,223		1,543
Corporate and financing			(543)		(538)		(1,182)		(1,178)
Net Income attributable to ExxonMobil (U.S. GAAP)		$	15,910	$	10,680	$	25,360	$	21,330

Earnings per common share (dollars)		$	3.41	$	2.19	$	5.41	$	4.33
Earnings per common share - assuming
	dilution (dollars)	$	3.41	$	2.18	$	5.41	$	4.32

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

REVIEW OF SECOND QUARTER 2012 RESULTS

ExxonMobil results for the second quarter 2012 reflect our ongoing commitment to develop and deliver the energy needed to help meet global demand and underpin economic recovery and growth. Despite global economic uncertainty, we continue to invest throughout the business cycle taking a long-term view of resource development.

Second quarter earnings of $15.9 billion included a net gain of $7.5 billion associated with divestments and tax-related items. Excluding these items, second quarter earnings were $8.4 billion.

In the second quarter, capital and exploration expenditures were $9.3 billion.

The Corporation distributed $7.7 billion to shareholders in the second quarter through dividends and share purchases to reduce shares outstanding.

_______________________________________________________________________

Earnings in the first six months of 2012 of $25,360 million increased $4,030 million from 2011.

Earnings per share – assuming dilution for the first six months of 2012 increased 25 percent to $5.41.

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			Second Quarter				First Six Months
			2012		2011		2012		2011
			(millions of dollars)
Upstream earnings
	United States		$	678	$	1,449	$	1,688	$	2,728
	Non-U.S.			7,680		7,092		14,472		14,488
		Total	$	8,358	$	8,541	$	16,160	$	17,216

Upstream earnings in the second quarter of 2012 were $8,358 million, down $183 million from the second quarter of 2011. Lower liquids and U.S. natural gas realizations decreased earnings by $870 million, while lower sales volumes reduced earnings by $330 million. All other items, including gains on asset sales mainly in Angola, increased earnings by $1.0 billion.

On an oil-equivalent basis, production decreased 5.6 percent from the second quarter of 2011. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was essentially flat.

Liquids production totaled 2,208 kbd (thousands of barrels per day), down 143 kbd from the second quarter of 2011. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was down about 1 percent, as field decline was mostly offset by lower downtime and ramp-up of Angola and Nigeria projects.

Second quarter natural gas production was 11,661 mcfd (millions of cubic feet per day), down 606 mcfd from 2011. Excluding the impacts of entitlement volumes and divestments, natural gas production was up about 1 percent, as higher demand and lower downtime more than offset field decline.

Earnings from U.S. Upstream operations were $678 million, $771 million lower than the second quarter of 2011. Non-U.S. Upstream earnings were $7,680 million, up $588 million from the prior year.

_______________________________________________________________________

Upstream earnings in the first six months of 2012 were $16,160 million, down $1,056 million from the first half of 2011. Higher liquids realizations, partially offset by lower gas realizations, increased earnings by $80 million. Lower sales volumes decreased earnings by $1,140 million. Net gains on asset sales, mainly in Angola, were offset by higher operating expenses and unfavorable tax effects.

On an oil-equivalent basis, production in the first six months of 2012 was down 5.5 percent compared to the same period in 2011. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was down about 1 percent.

Liquids production in the first six months of 2012 of 2,211 kbd decreased 164 kbd compared with 2011. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was down about 1 percent, as field decline was mostly offset by project ramp-up and lower downtime.

Natural gas production in the first six months of 2012 of 12,849 mcfd decreased 541 mcfd from 2011. Excluding the impacts of entitlement volumes and divestments, natural gas production was down about 1 percent, with field decline partly offset by higher demand and lower downtime.

Earnings in the first six months of 2012 from U.S. Upstream operations were $1,688 million, down $1,040 million from 2011. Earnings outside the U.S. were $14,472 million, essentially flat with the prior year.

			Second Quarter				First Six Months
			2012		2011		2012		2011
			(millions of dollars)
Downstream earnings
	United States		$	834	$	734	$	1,437	$	1,428
	Non-U.S.			5,812		622		6,795		1,027
		Total	$	6,646	$	1,356	$	8,232	$	2,455

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Second quarter 2012 Downstream earnings of $6,646 million were up $5.3 billion from the second quarter of 2011. The gain associated with the Japan restructuring contributed $5.3 billion. Improved margins and volume and mix effects increased earnings by $670 million. All other items, including unfavorable foreign exchange effects, higher operating expenses, and one-time tax items, decreased earnings $670 million. Petroleum product sales of 6,171 kbd were 160 kbd lower than last year's second quarter.

Earnings from the U.S. Downstream were $834 million, up $100 million from the second quarter of 2011. Non-U.S. Downstream earnings of $5,812 million were $5,190 million higher than last year.

______________________________________________________________________

Downstream earnings in the first six months of 2012 of $8,232 million increased $5,777 million from 2011. The gain associated with the Japan restructuring contributed $5.3 billion. Higher margins increased earnings by $610 million, while volume and mix effects increased earnings by $220 million. All other items, including higher operating expenses, one-time tax items, and unfavorable foreign exchange effects, partially offset by other asset management gains, decreased earnings by $360 million. Petroleum product sales of 6,243 kbd decreased 56 kbd from 2011.

U.S. Downstream earnings in the first six months of 2012 were $1,437 million, consistent with 2011. Non-U.S. Downstream earnings were $6,795 million, an increase of $5,768 million from last year.

			Second Quarter				First Six Months
			2012		2011		2012		2011
			(millions of dollars)
Chemical earnings
	United States		$	494	$	625	$	927	$	1,294
	Non-U.S.			955		696		1,223		1,543
		Total	$	1,449	$	1,321	$	2,150	$	2,837

Second quarter 2012 Chemical earnings of $1,449 million were $128 million higher than the second quarter of 2011. The gain associated with the Japan restructuring increased earnings by $630 million, while weaker margins decreased earnings by $150 million. Volume and mix effects lowered earnings by $100 million. All other items, mainly unfavorable foreign exchange effects, decreased earnings by $250 million. Second quarter prime product sales of 5,972 kt (thousands of metric tons) were 209 kt lower than last year's second quarter.

_____________________________________________________________________

Chemical earnings in the first six months of 2012 of $2,150 million were $687 million lower than 2011. The gain associated with the Japan restructuring increased earnings by $630 million, while weaker margins decreased earnings by $750 million. Lower volumes decreased earnings by $70 million. All other items, including unfavorable foreign exchange effects, higher operating expenses, and tax items, decreased earnings by $500 million. Prime product sales of 12,309 kt were down 194 kt from 2011.

	Second Quarter				First Six Months
	2012		2011		2012		2011
	(millions of dollars)

Corporate and financing earnings	$	(543)	$	(538)	$	(1,182)	$	(1,178)

Corporate and financing expenses of $543 million in the second quarter of 2012 were flat with the second quarter of 2011, as the benefit from the Japan restructuring was offset by one-time tax items.

_______________________________________________________________________

Corporate and financing expenses were $1,182 million for the first six months of 2012, flat with the first half of 2011 as the benefit from the Japan restructuring was offset by one-time tax items.

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LIQUIDITY AND CAPITAL RESOURCES

			Second Quarter				First Six Months
			2012		2011		2012		2011
			(millions of dollars)
Net cash provided by/(used in)
	Operating activities						$	29,504	$	29,745
	Investing activities							(9,107)		(15,857)
	Financing activities							(15,283)		(13,814)
Effect of exchange rate changes								24		388
Increase/(decrease) in cash and cash equivalents							$	5,138	$	462

Cash and cash equivalents (at end of period)							$	17,802	$	8,287
Cash and cash equivalents – restricted (at end of period)								215		246
Total cash and cash equivalents (at end of period)							$	18,017	$	8,533

Cash flow from operations and asset sales
	Net cash provided by operating activities (U.S. GAAP)		$	10,217	$	12,889	$	29,504	$	29,745
	Proceeds associated with sales of subsidiaries, property,
		plant & equipment, and sales and returns of investments		3,730		1,497		6,243		2,838
	Cash flow from operations and asset sales		$	13,947	$	14,386	$	35,747	$	32,583

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

Total cash and cash equivalents of $18.0 billion at the end of the second quarter of 2012 compared to $8.5 billion at the end of the second quarter of 2011.

Cash provided by operating activities totaled $29.5 billion for the first six months of 2012, $0.2 billion lower than 2011. The major source of funds was net income including noncontrolling interests of $27.5 billion, an increase of $5.6 billion from the prior year period. The adjustment for the noncash provision of $7.7 billion for depreciation and depletion was essentially flat with 2011. Changes in operational working capital added to cash flows in both periods. These items were partially offset by the net gain on asset sales of $11.1 billion in 2012 and $0.6 billion in 2011. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 6.

Investing activities for the first six months of 2012 used net cash of $9.1 billion, a decrease of $6.8 billion compared to the prior year. Spending for additions to property, plant and equipment increased $1.3 billion to $16.2 billion. Proceeds from asset sales of $6.2 billion, increased $3.4 billion reflecting the impact of the Japan restructuring. Additional investment and advances decreased by $2.6 billion to $0.4 billion.

Cash flow from operations and asset sales in the second quarter of 2012 of $13.9 billion, including asset sales of $3.7 billion, decreased $0.4 billion from the comparable 2011 period. Cash flow from operations and asset sales in the first six months of 2012 of $35.7 billion, including asset sales of $6.2 billion, increased $3.2 billion from the comparable 2011 period.

Net cash used in financing activities of $15.3 billion in the first six months of 2012 was $1.5 billion higher than 2011, mostly reflecting the absence of 2011 net short-term debt issuance.

During the second quarter of 2012, Exxon Mobil Corporation purchased 60 million shares of its common stock for the treasury at a gross cost of $5.0 billion. These purchases were to reduce the number of shares outstanding. Shares outstanding decreased from 4,676 million at the end of the first quarter to 4,616 million at the end of the second quarter 2012. 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.

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The Corporation distributed to shareholders a total of $7.7 billion in the second quarter of 2012 through dividends and share purchases to reduce shares outstanding.

Total debt of $15.6 billion compared to $17.0 billion at year-end 2011. The Corporation's debt to total capital ratio was 8.5 percent at the end of the second quarter of 2012 compared to 9.6 percent at year-end 2011.

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

The Corporation, as part of its ongoing asset management program, continues to evaluate its mix of assets for potential upgrade. Because of the ongoing nature of this program, dispositions will continue to be made from time to time which will result in either gains or losses. 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 2 to the unaudited condensed consolidated financial statements.


TAXES

			Second Quarter						First Six Months
			2012			2011			2012			2011
			(millions of dollars)

Income taxes			$	8,537		$	7,721		$	16,253		$	15,725
	Effective income tax rate			36	%		45	%		41	%		46	%
Sales-based taxes				8,027			8,613			16,520			16,529
All other taxes and duties				10,036			11,175			21,239			21,491
		Total	$	26,600		$	27,509		$	54,012		$	53,745

Income, sales-based and all other taxes and duties totaled $26.6 billion for the second quarter of 2012, a decrease of $0.9 billion from 2011. Income tax expense increased by $0.8 billion to $8.5 billion with the impact of higher earnings mostly offset by the lower effective tax rate. The effective income tax rate was 36 percent compared to 45 percent in the prior year period, due to a lower effective tax rate on divestments. Sales-based taxes and all other taxes and duties decreased by $1.7 billion to $18.1 billion reflecting lower prices and the Japan restructuring.

________________________________________________________________________

Income, sales-based and all other taxes and duties totaled $54.0 billion for the first six months of 2012, an increase of $0.3 billion from 2011. Income tax expense increased by $0.5 billion to $16.3 billion with the impact of higher earnings mostly offset by the lower effective tax rate. The effective income tax rate was 41 percent compared to 46 percent in the prior year due to a lower effective tax rate on divestments. Sales-based and all other taxes decreased by $0.3 billion.


CAPITAL AND EXPLORATION EXPENDITURES

		Second Quarter				First Six Months
		2012		2011		2012		2011
		(millions of dollars)

Upstream (including exploration expenses)		$	8,393	$	9,436	$	16,472	$	16,336
Downstream			569		484		1,008		934
Chemical			368		352		681		801
Other			9		34		12		56
	Total	$	9,339	$	10,306	$	18,173	$	18,127

Capital and exploration expenditures in the second quarter of 2012 were $9.3 billion, down 9 percent from the second quarter of 2011.

________________________________________________________________________

Capital and exploration expenditures were a record $18.2 billion for the first six months of 2012 as ExxonMobil progresses plans to invest about $37 billion per year over the next five years to help meet the global demand for energy. Actual spending could vary depending on the progress of individual projects.

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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 2011 Form 10-K. We assume no duty to update these statements as of any future date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the six months ended June 30, 2012, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2011.

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, 2012. 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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Chalmette Refining, LLC, owner of the Chalmette Refinery (operated by ExxonMobil Oil Corporation), is in discussions with the Louisiana Department of Environmental Quality (LDEQ) to resolve self-reported deviations arising from refinery operations and relating to certain Clean Air Act Title V permit conditions, limits, and other requirements. The matter involves deviations reported to the Agency in semi-annual reports covering the time period from 2006 through 2011. It is anticipated that LDEQ will assess an administrative penalty in this matter in excess of $100,000.

The New Mexico Environment Department (NMED) has issued a notice of violation for alleged violations of the New Mexico Air Quality Control Act and air permits for compressor engines at the XTO Energy Inc. Valencia Canyon Compressor Station in Rio Arriba County, New Mexico. The NMED is also seeking civil penalties in excess of $100,000 to resolve these alleged air permitting violations. XTO Energy Inc. plans to meet with the NMED in an effort to resolve this matter.

Refer to the relevant portions of Note 2 of this Quarterly Report on Form 10-Q for further information on legal proceedings.

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

	Issuer Purchase of Equity Securities for Quarter Ended June 30, 2012

				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, 2012		18,687,988	$85.03	18,687,988

May, 2012		21,049,962	$82.90	21,049,962

June, 2012		20,582,440	$81.53	20,582,440

Total		60,320,390	$83.09	60,320,390	(See Note 1)

Note 1 - On August 1, 2000, the Corporation announced its intention to resume purchases of shares of its common stock for the treasury both to offset shares issued in conjunction with company benefit plans and programs and to gradually reduce the number of shares outstanding. The announcement did not specify an amount or expiration date. The Corporation has continued to purchase shares since this announcement and to report purchased volumes in its quarterly earnings releases. In its most recent earnings release dated July 26, 2012, the Corporation stated that third quarter 2012 share purchases to reduce shares outstanding are anticipated to equal $5 billion. 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.

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EXXON MOBIL CORPORATION

SIGNATURE

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

	EXXON MOBIL CORPORATION
Date: August 2, 2012	By:	/s/ Patrick T. Mulva
		Name:	Patrick T. Mulva
		Title:	Vice President, Controller and
			Principal Accounting Officer

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INDEX TO EXHIBITS

Exhibit		Description

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

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