What changed in this filing

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Item 1. Financial Statements

2023-10-31 compared with 2023-08-01 · 70 added, 47 removed, 450 unchanged (21% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

26 unchanged sentences

(millions of dollars) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Net income (loss) including noncontrolling interests 9,346 20,198 29,342 44,522

Other comprehensive income (loss) (net of income taxes)

Other comprehensive income (net of income taxes)

Foreign exchange translation adjustment ( 933 ) ( 3,361 ) ( 246 ) ( 5,157 )

Adjustment for foreign exchange translation (gain)/loss

included in net income 549 — 549 —

Postretirement benefits reserves adjustment (excluding amortization) 11 108 47 368

7 unchanged sentences

(millions of dollars, unless noted)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Current assets

28 unchanged sentences

Common stock held in treasury

( 4,016 million shares at June 30, 2023 and

( 4,056 million shares at September 30, 2023 and

3,937 million shares at December 31, 2022)

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars) Six Months Ended

(millions of dollars) Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

35 unchanged sentences

Finance leases 438 730

Includes $ 568 million issued to facilitate the sale of an entity where the buyer assumed the debt upon closing;

no longer on the Condensed Consolidated Balance Sheet at the end of the third quarter 2023.

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

3 unchanged sentences

Common Stock Earnings Reinvested Accumulated Other Comprehensive Income Common Stock Held in Treasury ExxonMobil Share of Equity Non-controlling Interests Total Equity

Balance as of March 31, 2022 15,879 393,779 ( 12,914 ) ( 227,529 ) 169,215 7,311 176,526

Balance as of June 30, 2022 16,018 407,902 ( 15,017 ) ( 231,587 ) 177,316 7,192 184,508

Amortization of stock-based awards 91 — — — 91 — 91

5 unchanged sentences

Dispositions — — — 1 1 — 1

Balance as of September 30, 2022 16,106 423,877 ( 17,803 ) ( 236,080 ) 186,100 6,943 193,043

Balance as of June 30, 2023 16,029 444,731 ( 12,657 ) ( 249,057 ) 199,046 7,951 206,997

Balance as of March 31, 2023 15,904 440,552 ( 13,095 ) ( 244,676 ) 198,685 7,729 206,414

Amortization of stock-based awards 138 — — — 138 — 138

5 unchanged sentences

Dispositions — — — 1 1 — 1

Balance as of June 30, 2023 16,029 444,731 ( 12,657 ) ( 249,057 ) 199,046 7,951 206,997

Three Months Ended June 30, 2023 Three Months Ended June 30, 2022

Common Stock Share Activity (millions of shares)

Balance as of September 30, 2023 16,165 450,138 ( 13,088 ) ( 253,512 ) 199,703 7,830 207,533

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022

Common Stock Share Activity

(millions of shares)

Issued Held in Treasury Outstanding Issued Held in Treasury Outstanding

Balance as of March 31 8,019 ( 3,976 ) 4,043 8,019 ( 3,806 ) 4,213

Balance as of June 30 8,019 ( 4,016 ) 4,003 8,019 ( 3,851 ) 4,168

Acquisitions — ( 40 ) ( 40 ) — ( 50 ) ( 50 )

Dispositions — — — — — —

Balance as of June 30 8,019 ( 4,016 ) 4,003 8,019 ( 3,851 ) 4,168

Balance as of September 30 8,019 ( 4,056 ) 3,963 8,019 ( 3,901 ) 4,118

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

11 unchanged sentences

Dispositions — — — 4 4 — 4

Balance as of June 30, 2022 16,018 407,902 ( 15,017 ) ( 231,587 ) 177,316 7,192 184,508

Balance as of September 30, 2022 16,106 423,877 ( 17,803 ) ( 236,080 ) 186,100 6,943 193,043

Balance as of December 31, 2022 15,752 432,860 ( 13,270 ) ( 240,293 ) 195,049 7,424 202,473

6 unchanged sentences

Dispositions — — — 5 5 — 5

Balance as of June 30, 2023 16,029 444,731 ( 12,657 ) ( 249,057 ) 199,046 7,951 206,997

Six Months Ended June 30, 2023 Six Months Ended June 30, 2022

Balance as of September 30, 2023 16,165 450,138 ( 13,088 ) ( 253,512 ) 199,703 7,830 207,533

Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022

Common Stock Share Activity

4 unchanged sentences

Dispositions — — — — — —

Balance as of June 30 8,019 ( 4,016 ) 4,003 8,019 ( 3,851 ) 4,168

Balance as of September 30 8,019 ( 4,056 ) 3,963 8,019 ( 3,901 ) 4,118

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

30 unchanged sentences

Other Contingencies

The Corporation and certain of its consolidated subsidiaries were contingently liable at June 30, 2023, for guarantees relating to notes, loans and performance under contracts.

The Corporation and certain of its consolidated subsidiaries were contingently liable at September 30, 2023, 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.

1 unchanged sentence

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.

June 30, 2023

September 30, 2023

(millions of dollars) Equity Company

23 unchanged sentences

Total change in accumulated other comprehensive income ( 4,680 ) 641 ( 4,039 )

Balance as of June 30, 2022 ( 13,181 ) ( 1,836 ) ( 15,017 )

Balance as of September 30, 2022 ( 16,179 ) ( 1,624 ) ( 17,803 )

Balance as of December 31, 2022 ( 14,591 ) 1,321 ( 13,270 )

Current period change excluding amounts reclassified from accumulated other comprehensive income (1)

( 241 ) 44 ( 197 )

Amounts reclassified from accumulated other comprehensive income 367 12 379

Total change in accumulated other comprehensive income 126 56 182

Balance as of June 30, 2023 ( 14,021 ) 1,364 ( 12,657 )

Balance as of September 30, 2023 ( 14,465 ) 1,377 ( 13,088 )

(1) Cumulative Foreign Exchange Translation Adjustment includes net investment hedge gain/(loss) net of taxes of $ 25 million and $ 551 million in 2023 and 2022, respectively.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Foreign exchange translation gain/(loss) included in net income

(Statement of Income line:

Other income) ( 549 ) — ( 549 ) —

Amortization and settlement of postretirement benefits reserves adjustment included in net periodic benefit costs

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

5 unchanged sentences

Earnings per common share Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

11 unchanged sentences

(millions of dollars) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

24 unchanged sentences

Financial Instruments and Derivatives

The estimated fair value of financial instruments and derivatives at June 30, 2023 and December 31, 2022, and the related hierarchy level for the fair value measurement was as follows:

June 30, 2023

The estimated fair value of financial instruments and derivatives at September 30, 2023 and December 31, 2022, and the related hierarchy level for the fair value measurement was as follows:

September 30, 2023

(millions of dollars) Level 1 Level 2 Level 3 Total Gross Assets

49 unchanged sentences

Includes contingent consideration related to a prior year acquisition where fair value is based on expected drilling activities and discount rates.

At June 30, 2023 and December 31, 2022, respectively, the Corporation had $ 698 million and $ 1,494 million of collateral under master netting arrangements not offset against the derivatives on the Condensed Consolidated Balance Sheet, primarily related to initial margin requirements.

At September 30, 2023 and December 31, 2022, respectively, the Corporation had $ 834 million and $ 1,494 million of collateral under master netting arrangements not offset against the derivatives on the Condensed Consolidated Balance Sheet, primarily related to initial margin requirements.

The Corporation may use non-derivative financial instruments, such as its foreign currency-denominated debt, as hedges of its net investments in certain foreign subsidiaries.

Under this method, the change in the carrying value of the financial instruments due to foreign exchange fluctuations is reported in accumulated other comprehensive income.

As of June 30, 2023, the Corporation has designated $ 4.9 billion of its Euro-denominated debt and related accrued interest as a net investment hedge of its European business.

As of September 30, 2023, the Corporation has designated $ 4.8 billion of its Euro-denominated debt and related accrued interest as a net investment hedge of its European business.

The net investment hedge is deemed to be perfectly effective.

The Corporation had undrawn short-term committed lines of credit of $ 545 million and undrawn long-term committed lines of credit of $ 928 million as of second quarter 2023.

The Corporation had undrawn short-term committed lines of credit of $ 524 million and undrawn long-term committed lines of credit of $ 834 million as of third quarter 2023.

Derivative Instruments

1 unchanged sentence

In addition, the Corporation uses commodity-based contracts, including derivatives, to manage commodity price risk and to generate returns from trading.

Commodity contracts held for trading purposes are presented in the Condensed Consolidated Statement of Income on a net basis in the line “Sales and other operating revenue".

Commodity contracts held for trading purposes are presented in the Condensed Consolidated Statement of Income on a net basis in the line “Sales and other operating revenue" and in the Consolidated Statement of Cash Flows in “Cash Flows from Operating Activities”.

The Corporation’s commodity derivatives are not accounted for under hedge accounting.

At times, the Corporation also enters into currency and interest rate derivatives, none of which are material to the Corporation’s financial position as of June 30, 2023 and December 31, 2022, or results of operations for the periods ended June 30, 2023 and 2022.

At times, the Corporation also enters into currency and interest rate derivatives, none of which are material to the Corporation’s financial position as of September 30, 2023 and December 31, 2022, or results of operations for the periods ended September 30, 2023 and 2022.

Credit risk associated with the Corporation’s derivative position is mitigated by several factors, including the use of derivative clearing exchanges and the quality of and financial limits placed on derivative counterparties.

The Corporation maintains a system of controls that includes the authorization, reporting, and monitoring of derivative activity.

The net notional long/(short) position of derivative instruments at June 30, 2023 and December 31, 2022, was as follows:

(millions) June 30, 2023 December 31, 2022

The net notional long/(short) position of derivative instruments at September 30, 2023 and December 31, 2022, was as follows:

(millions) September 30, 2023 December 31, 2022

Crude oil (barrels) 14 4

3 unchanged sentences

(millions of dollars) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

4 unchanged sentences

(millions of dollars) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

45 unchanged sentences

(millions of dollars) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

22 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

3 unchanged sentences

Divestment Activities

Through June 30, 2023, the Corporation realized proceeds of approximately $ 2.1 billion from its divestment activities in 2023 with negligible impact on net after-tax earnings.

This included the sale of the Aera Energy joint venture, the Billings Refinery, certain unconventional assets in the United States, as well as other smaller divestments.

In January 2023, the Corporation executed an agreement with Bangchak Corporation to sell its interest in Esso Thailand Ltd.

that includes the Sriracha Refinery, select distribution terminals, and a network of retail stations.

The transaction is anticipated to close in third quarter 2023.

Through September 30, 2023, the Corporation realized proceeds of approximately $ 3.1 billion from its divestment activities in 2023 with negligible impact on net after-tax earnings.

This included the sale of the Aera Energy joint venture, Esso Thailand Ltd., the Billings Refinery, certain unconventional assets in the United States, as well as other smaller divestments.

In 2022, the Corporation realized proceeds of approximately $ 5 billion and recognized net after-tax earnings of approximately $ 0.4 billion from its divestment activities.

7 unchanged sentences

The closing date and any loss on sale will depend on resolution of these matters.

Subsequent Events

Denbury Acquisition

On July 13, 2023, the Corporation entered into an agreement to acquire Denbury Inc., a developer of carbon capture, utilization and storage solutions and enhanced oil recovery in exchange for ExxonMobil common stock.

Based on the July 12 closing price for ExxonMobil shares, and at a fixed exchange rate of 0.84 per Denbury share, the transaction value was $ 4.9 billion.

The number of shares issuable in connection with the transaction would have been approximately 45 million.

The transaction is currently expected to close in the fourth quarter of 2023.

In addition to carbon capture and storage assets, the acquisition includes Gulf Coast and Rocky Mountain oil and natural gas operations which consist of proved reserves totaling over 200 million barrels of oil equivalent, with 47 thousand oil-equivalent barrels per day of current production.

We expect that the number of shares issuable in connection with the transaction to be approximately 45 million.

Denbury scheduled a shareholder vote for October 31, 2023, and assuming shareholder approval, the transaction is currently expected to close in early November.

In addition to carbon capture and storage assets, the acquisition includes Gulf Coast and Rocky Mountain oil and natural gas operations which consist of proved reserves totaling over 200 million barrels of oil equivalent (as of December 31, 2022), with approximately 47 thousand oil-equivalent barrels per day of production for the first half of 2023.

Pioneer Natural Resources Merger

On October 11, 2023, the Corporation entered into a merger agreement with Pioneer Natural Resources, an independent oil and gas exploration and production company, in exchange for ExxonMobil common stock.

Based on the Octob er 10 closing price for ExxonMobil shares, the fixed exchange rate of 2.3234 per Pioneer share, and Pioneer's outstanding net debt, the implied enterprise value of the transaction was approximately $ 65 billion.

We expect that the number of shares issuable in connection with the transaction to be approximately 546 million.

The transaction is currently expected to close in the first half of 2024, subject to regulatory approvals.

Pioneer holds over 850,000 net acres in the Midland Basin of West Texas, which consist of proved reserves totaling over 2.3 billion barrels of oil equivalent (as of December 31, 2022) and over 700 thousand oil-equivalent barrels per day of production for the three months ended June 30, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements