XOMExxonMobil

We note that you identify foreign income tax rate differentials for operations in the United Arab Emirates and Qatar in your reconciliation on page 105, and although taxes paid in Canada and Guyana are reported on page 106, tax rate differentials were not identified for these jurisdictions in your reconciliation.

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However, if the taxes paid in Canada and Guyana are representative of the income tax expense and if the respective statutory foreign tax rates are representative of the effective rates, it would appear that differentials for these jurisdictions would also exceed the 5% disclosure threshold. Please explain to us how income tax expense in Canada and Guyana, and any offsetting amounts were considered in determining that differentials for these jurisdictions would not also be separately identified in your rate reconciliation. Please provide us with the analyses that you performed in formulating your disclosure, including the effective rates, amounts by nature, and calculations. Please also clarify how 1. the amount of taxes paid in Qatar were considered relative to the disclosure threshold in determining that these would not be shown in the table on page 106, and address the requirement in FASB ASC 740-10-50-12C, to discuss “the nature, effect, and underlying causes” of the reconciling items identified within your reconciliation.

In preparing our 2025 effective income tax rate reconciliation, management evaluated foreign jurisdictional tax impacts in accordance with ASC 740‑10‑50‑12, including both individual country effects and offsetting items, to determine whether any reconciling item exceeded the

5% quantitative disclosure threshold. For clarity, we calculated the 5% threshold to equal $433 million. This was based on 5% of our theoretical U.S.

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federal statutory tax of $8.666 billion, as reported in our reconciliation on page 105 of our Form 10-K.

The Staff’s comment notes that the amount of income taxes paid in Canada and Guyana, as reported on page 106 of our Form 10-K, may suggest rate differentials that exceed the disclosure threshold. We would like to clarify that management does not use taxes paid as a proxy for effective tax rates when evaluating rate reconciliation disclosures under ASC 740.

Our determination of whether a jurisdiction exceeded the 5% disclosure threshold was based on income tax expense and effective tax rate impacts, not tax payments.

For both Canada and Guyana, the absolute amount of income tax expense arising from each jurisdiction did exceed $433 million. However, merely having tax expense that exceeds the threshold does not trigger disclosure. Instead, the disclosure provisions of ASC 740-10-50-12A require that a foreign jurisdiction be separately disclosed when the difference between (i) the pretax results for that jurisdiction taxed at the jurisdiction’s tax rate, and (ii) the pretax results for that jurisdiction taxed at the U.S. statutory federal corporate rate of 21%, exceeds the 5% threshold; in our case, that difference would have to exceed $433 million. We confirm that the magnitude of the difference in each of Canada’s and Guyana’s tax rates relative to the 21%

U.S. statutory rate did not exceed the $433 million disclosure threshold for separate presentation noted above.

Accordingly, the effects of these jurisdictions were aggregated and presented within the “All other countries” reconciling line on page 105. We confirm that no individual reconciling item for either country, whether gross or net of offsetting effects, exceeded the applicable quantitative threshold that would require separate disclosure.

The Staff also asked how taxes paid in Qatar were considered relative to the disclosure threshold and why they were not included in the table of income taxes paid on page 106.

Our interests in Qatar are held through equity method investments, not consolidated entities.

The equity method investee, not ExxonMobil, is responsible for paying the income tax associated with the equity method earnings reported in our financial statements. Accordingly, consistent with ASC 740 and the income taxes paid disclosure requirements, we limit our income tax payment disclosures to those entities which we consolidate. For these reasons, taxes paid in Qatar were appropriately excluded from the table on page 106, and their exclusion is unrelated to the quantitative disclosure threshold used for the rate reconciliation on page 105.

Supplementally, the inclusion of Qatar in the rate reconciliation table on page 105 is a direct result of utilizing equity method accounting for those investments. As required by U.S. GAAP, the presentation of income from equity method investees is on an after-tax basis, inherently creating a reconciling item to our disclosed theoretical U.S. federal statutory tax of $8.666 billion.

Based on the foregoing, we believe the disclosures provided in our 2025 Form 10‑K appropriately convey the significant drivers of our effective tax rate.

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You disclose on page 55 that on October 5, 2023 the Wall Street Journal published an article discussing a proposed transaction between ExxonMobil and Pioneer. Please revise your disclosure to expand upon the effect, if any, the publication of the article prior to the public announcement had on the negotiation process.

In response to the Staff’s comment, the Company has revised the disclosure on page 56 of the Amended

Registration Statement. Read in the reply ↗

We note in recent months, as part of evaluating potential strategic alternatives, Pioneer engaged in discussions with another upstream company regarding the acquisition of that company by Pioneer. Please expand your disclosure to provide greater detail into the alternative transaction, and the reasoning you did not progress further with the transaction.

In response to the Staff’s comment, the Company has revised the disclosure on page 52 of the Amended Read in the reply ↗

You disclose on page 55 that Pioneer separately engaged Petrie Partners, LLC and BofA Securities, Inc., to serve as a financial advisor to Pioneer with respect to the proposed transaction. However, you make no further reference to Petrie or BofA. Please provide clear descriptions of each advisors' role, and describe how Pioneer utilized the assistance of the advisors in its evaluation of the transaction.

In response to the Staff’s comment, the Company has revised the disclosure on page 56 of the Amended Read in the reply ↗

In future filings, please explain how you intend to effectuate the changes described in your letter given your plans to nominate directors to four out of ten seats on the board.

No reply letter found.

We note that you cite generally to “Exxon’s public filings” as support for the assertion that Exxon’s Return on Capital Employed for Upstream projects has fallen from an average of ~35% from 2001-10 to ~6% from 2015-2019.

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With a view toward providing Exxon shareholders with sufficient information such that they can assess these measures, and to the extent you make similar references in future filings, please identify the specific filings that support this assertion.

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Given the relationships among the Engine No. 1 participants in the solicitation described here, please revise the statements that certain of these participants “may be deemed” the beneficial owner of the common stock owned by certain other participants to remove the uncertainty.

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In your next filing, please affirmatively disclose that other than Mr. Goff and Mr. Karsner, your nominees do not own any shares of Exxon. Refer to Rule 14a-12(a)(1)(i). Additionally, explain how you intend to address any perception by shareholders of the alignment of interests, or lack thereof, of the Company and your nominees given their lack of ownership of shares in the Company.

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We note the inclusion of materials published by third parties in your soliciting materials in reliance on Rule 14a-12(c)(2), including direct quotes indicating the authors’ view that Engine No. 1’s campaign can or will succeed. Please refrain from using language forecasting the results of the solicitation. Alternatively, provide us with your analysis as to how Engine No.

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1’s use of such statements in its soliciting materials is consistent with Rule 14a-9. Refer to Note d to Rule 14a-9.

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With a view toward revised disclosure, please provide us supplemental support for the statement that “…ExxonMobil has now conceded the need for board change….”

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Please ensure that all filings made under Rule 14a-12 include the information and legend required under Rule 14a-12(a)(1).

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Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.

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Provide support for your belief that “Over the past decade, the Company has failed to evolve in a rapidly changing world, resulting in significant underperformance to the detriment to shareholders…”

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Please expand each subsection to describe in detail your interactions with the company and any specific plans you have to create value.

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Refer to the last paragraph on page 7 above the caption “Vote Required.” There appears to be a discrepancy between the second and third sentence in that the second sentence describes your ability to exercise discretionary authority to vote for a substitute nominee in certain events, as set forth in Rule 14a-4(c)(5), but the third sentence appears to expand upon the circumstances under which you could exercise

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discretionary authority. Please revise or advise.

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Please revise this section to explain why you recommend that shareholders vote against this proposal.

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We note your references to solicitations sent to investors via email that do not identify the soliciting party. Absent a reasonable factual basis, please refrain from implying that Engine No. 1 sent these emails in efforts to confuse shareholders. It is our understanding that a third-party proxy service provider sent these soliciting materials and that Engine No.

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1 did not have the ability to control the format or content of the excerpts that you reference.

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We note your statements referring to Engine No. 1’s “value-destructive agenda” and asserting that its proposed initiatives “would jeopardize [ExxonMobil’s] ability to generate the earnings and cash flow we need to pay our dividend and invest in future growth.” To the extent you make similar statements in future filings, please characterize those statements as beliefs or opinions.

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Note that a reasonable factual basis must exist for each such assertion of opinion or belief.

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We note your comment. The bases for the Company’s comments were as follows, all of which we explained to Engine No.1’s counsel in writing by email. ExxonMobil received many calls and emails from shareholders complaining about the emails that Engine No. 1 sent through Broadridge, and candidly those shareholders were confused about who was sending those emails. We also provided a copy of the Engine No.

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1 specimen email to the Staff. ExxonMobil was extremely disappointed and troubled that Engine No.1 and its advisors (Innisfree and Schulte), after seeing the Broadridge specimen that did not give any indication of who was soliciting and after hearing the Company’s concerns, did not attempt to have Broadridge make any changes and, in fact, sent a second email to shareholders using that same template. ),60$ 20%0HPRUDQGXP0 2 April 7, 2021 Changes were only made by Broadridge after ExxonMobil pushed for changes in working with Broadridge and after discussions with the SEC which I believe were initiated by me. In light of the feedback received from shareholders regarding the confusion and the utmost importance of this matter as it was material to the most significant matter at the heart of a proxy contest – namely the integrity of voting by shareholders -- ExxonMobil management felt a responsibility to respond to its shareholders by explaining the existence of prior confusing emails used to solicit votes. We also note that, despite the feedback given to Schulte by us and the changes ultimately made by Broadridge to these emails to remove the confusion on who is soliciting, Engine No.1 has continued to use a highly confusing email template to solicit votes through Robinhood (which does not distribute through Broadridge). See the attached example email which Engine No. 1 has permitted be sent to shareholders on behalf of Engine No.1 through Robinhood.

No reply letter found.

We note your comment. We will in future filings characterize such statements as ExxonMobil’s belief, opinion or view.

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Quantify any material weather-related damages to your property or operations.

During the periods covered by the 2020 Form 10-K, ExxonMobil did not incur any material weather-related damages to our property or operations. ExxonMobil regularly tracks damages to our property and operations related to weather events. In the years covered, weather-related damages from identified events, most commonly hurricanes in the U.S. Gulf Coast region, represent less than 0.05% of our revenue with no single event exceeding $50 million before tax. Read in the reply ↗

If material, disclose any specific indirect weather-related impacts that have affected or may affect your major customers or suppliers.

We note that, under the definition outlined in ASC 280, ExxonMobil does not have any major customers. By analogy, ExxonMobil does not have any major suppliers when using a similar 10% threshold for ExxonMobil's "Crude oil and product purchases" as per the consolidated statement of income. The oil, gas, and petrochemical businesses in which ExxonMobil operates are fundamentally commodity businesses. As such, deep and liquid spot markets exist for the majority of our products, which limits our dependence on any individual customer or supplier. As noted in Item 1A.

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Risk Factors of our 2020 Form 10-K, the energy industry is affected by seasonal weather patterns. The company is not otherwise aware of any material specific indirect weather-related impacts on major customers or suppliers during the periods covered in our 2020 Form 10-K.

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If material, disclose any weather-related impacts on the cost or availability of insurance.

ExxonMobil self-insures most risks, including weather-related incidents, while purchasing limited economic coverage from third party providers. The annual insurance premium cost for this third-party coverage is not material, representing less than 0.3% of ExxonMobil’s total “Selling, general and administrative expenses” as per the consolidated statement of income. Read in the reply ↗

If applicable and material, provide disclosure about any purchase or sale of carbon credits or offsets and any material effects on your business, financial condition, and results of operations.

ExxonMobil purchases carbon credits in compliance with applicable cap and trade regimes implemented in various jurisdictions where we do business. During the periods covered by the 2020 Form 10-K these purchases did not have a material effect on ExxonMobil's business, financial condition, or results of operations, representing less than 0.3% of ExxonMobil’s "Total costs and other deductions” as per the consolidated statement of income.

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We note that cap and trade regimes typically represent a cost of doing business applicable to all operators in a particular jurisdiction and therefore such costs normally are reflected in market prices. The company did not have any sales of carbon credits or offsets during the periods covered by the 2020 Form 10-K.

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