XOMExxonMobil

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.

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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.

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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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