New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Louis L. Goldberg Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4539 tel 212 701 5539 fax louis.goldberg@davispolk.com January 22, 2016 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 via email: shareholderproposals@sec.gov Ladies and Gentlemen: On behalf of Exxon Mobil Corporation, a New Jersey corporation (the “Company” or “ExxonMobil”), and in accordance with Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are filing this letter with respect to the shareholder proposal dated December 3, 2015 (the “Proposal”) submitted by the New York State Common Retirement Fund1 (the “Proponent”), for inclusion in the proxy materials the Company intends to distribute in connection with its 2016 Annual Meeting of Shareholders (the “2016 Proxy Materials”). The Proposal and copies of all correspondence with the Proponent and the co-filers of the Proposal are attached hereto as Exhibit A. We hereby request confirmation that the Staff of the Division of Corporation Finance (the “Staff”) will not recommend any enforcement action if, in reliance on Rule 14a-8, the Company omits the Proposal from the 2016 Proxy Materials. In accordance with Rule 14a-8(j), this letter is being filed with the Securities and Exchange Commission (the “Commission”) not less than 80 days before the Company plans to file its definitive proxy statement. Pursuant to Staff Legal Bulletin No. 14D (CF), Shareholder Proposals (November 7, 2008), Question C, we have submitted this letter and any related correspondence via email to shareholderproposals@sec.gov. Also, in accordance with Rule 14a-8(j), a copy of this submission is 1 Pursuant to Rule 14a-8(l), the Company is not required to include a shareholder proponent’s name in its proxy statement. As stated in Staff Legal Bulletin No. 14C (Jun. 28, 2005), “Rule 14a8(l) is a self-executing provision of the rule that permits a company to exclude from its proxy statement a shareholder proponent’s name, address, and number of voting securities held, as long as the company includes a statement that it will provide this information to shareholders promptly upon receiving an oral or written request.” ExxonMobil’s longstanding practice is to name only the lead filer of a proposal in the Company’s proxy statement and to provide information regarding any cofilers only upon request. The Church of England purports to act as “co-lead-filer” of the Proposal but in the Company’s view is more properly considered a co-filer. Accordingly, if the Proposal is included in the 2016 Proxy Materials, references to the “endowment fund of the Church of England” will be removed. Office of Chief Counsel 2 January 22, 2016 being sent simultaneously to the Proponent and the co-filers as notification of the Company’s intention to omit the Proposal from the 2016 Proxy Materials. This letter constitutes the Company’s statement of the reasons it deems the omission of the Proposal to be proper. THE PROPOSAL The Proposal states: “RESOLVED: Shareholders request that by 2017 ExxonMobil publish an annual assessment of long term portfolio impacts of public climate change policies, at reasonable cost and omitting proprietary information. The assessment can be incorporated into existing reporting and should analyze the impacts on ExxonMobil's oil and gas reserves and resources under a scenario in which reduction in demand results from carbon restrictions and related rules or commitments adopted by governments consistent with the globally agreed upon 2 degree target. The reporting should assess the resilience of the company's full portfolio of reserves and resources through 2040 and beyond and address the financial risks associated with such a scenario. Supporting Statement: It is our intention that this be a supportive but stretching resolution that ensures the long-term success of the company. Recognizing the severe and pervasive economic and societal risks associated with a warming climate, global governments have agreed that increases in global temperature should be held below 2 degrees Celsius from pre-industrial levels (Cancun Agreement). Pursuant to the Durban Platform, 184 parties submitted plans to reduce greenhouse gas emissions in advance of the 21st Conference of the Parties. In November 2014 the United States and China agreed to policy and regulatory actions to reduce greenhouse gas emissions and re-affirmed and expanded those actions in September 2015. ExxonMobil recognized in its 2014 10-K that "a number of countries have adopted, or are considering adoption of, regulatory frameworks to reduce greenhouse gas emissions," and that such policies, regulations, and actions could make its "products more expensive, lengthen project implementation timelines and reduce demand for hydrocarbons," but ExxonMobil has not presented any analysis of how its portfolio performs under a 2 degree scenario. In response to a previous shareholder resolution regarding Carbon Asset Risk, ExxonMobil asserted "that an artificial capping of carbon-based fuels to levels in the 'low carbon scenario' [such as IEA 450ppm] is highly unlikely" and did not test its portfolio against a 2 degree scenario. However, ExxonMobil's peers, Shell, BP, and Statoil have recognized the importance of assessing the impacts of these scenarios by endorsing the "Strategic Resilience for 2035 and beyond" resolutions that received almost unanimous investor support in 2015. BHP Billiton now publishes a "Climate Change: Portfolio Analysis" evaluating its assets against 2 degree scenarios, Office of Chief Counsel 3 January 22, 2016 and ConocoPhillips states that it stress tests its portfolio against 2 degree scenarios. More recently, ten major oil and gas companies have announced that they will support the implementation of clear stable policy frameworks consistent with a 2 degree future. This resolution aims to ensure that ExxonMobil fully evaluates and mitigates risks to the viability of its assets as a result of public climate change policies, including in a 2 degrees scenario.” The Company believes that the Proposal may be properly omitted from the 2016 Proxy Materials pursuant to Rule 14a-8(i)(3) because the proposal is inherently vague and misleading; and under Rule 14a-8(i)(10) because the Company has already substantially implemented the Proposal. We respectfully request that the Staff concur in our view. REASON FOR EXCLUSION OF PROPOSAL I. The Proposal May Be Excluded Under Rule 14a-8(i)(3) Because It Is Vague and Indefinite. Under Rule 14a-8(i)(3), a proposal may be excluded if the resolution or supporting statement is contrary to any of the Commission’s proxy rules or regulations. The Staff has consistently taken the view that shareholder proposals that are “so inherently vague or indefinite that neither the stockholders voting on the proposal, nor the company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires” are materially false and misleading. Staff Legal Bulletin No. 14B (CF) (September 15, 2004). See also Dyer v. SEC, 287 F.2d 773, 781 (8th Cir. 1961) (“[l]t appears to us that the proposal, as drafted and submitted to the company, is so vague and indefinite as to make it impossible for either the board of directors or the stockholders at large to comprehend precisely what the proposal would entail.”). Consistent with this guidance, the Proposal is properly excludable. The Proposal fails to define key terms relevant to its own implementation and, as a result, the Proposal is so broad and indefinite that neither shareholders nor the board would be able to determine with reasonable certainty what the resolution requires. The Staff has consistently concurred in the exclusion of proposals that fail to define key terms or that rely on complex external guidelines. For example, in ExxonMobil (March 11, 2011), the Staff concurred with the exclusion of a proposal requesting a report based on the Global Reporting Initiative’s (“GRI”) sustainability guidelines. Not only did that proposal fail to describe what the GRI guidelines entailed, but the guidelines' sheer complexity meant that both the company and individual shareholders could hold conflicting interpretations of the proposal’s ultimate meaning. See also General Electric Company (January 15, 2015) (permitting exclusion of a proposal that encouraged the company to follow “SEC Staff Legal Bulletin No. 14C”); Wendy's International Inc. (February 24, 2006) (permitting exclusion of a proposal where the term “accelerating development” was found to be unclear); Peoples Energy Corporation (November 23, 2004) (permitting exclusion of a proposal where the term “reckless neglect” was found to be unclear); and Exxon Corporation (January 29, 1992) (permitting exclusion of a proposal regarding board member criteria because vague terms were subject to differing interpretations). A proposal may also be vague, and thus materially misleading, when it fails to address essential aspects of its own implementation. For example, the Staff has allowed the exclusion of several executive compensation proposals where a crucial term relevant to implementing the proposal was insufficiently clear. See The Boeing Company (March 2, 2011) (concurring with the Office of Chief Counsel 4 January 22, 2016 exclusion of a proposal requesting, among other things, that senior executives relinquish certain “executive pay rights” because the proposal did not sufficiently explain the meaning of the phrase); General Electric Company (January 21, 2011) (proposal requesting that the compensation committee make specified changes was vague because, when applied to the company, neither the stockholders nor the company would be able to determine exactly what actions or measures the proposal required); and General Electric Company (January 23, 2003) (proposal seeking an individual cap on salaries and benefits of one million dollars failed to define the critical term “benefits” or otherwise provide guidance on how benefits should be measured for purposes of implementing the proposal). The Proposal’s request that the Company assess the impact of a reduction in demand from “public climate change policies” consistent with the “2 degree” target is vague and misleading. The meaning and implications of this reference to “2 degree” are not fully explained in the Proposal and are likely only understood and appreciated by shareholders with a significant level of knowledge and expertise regarding climate change science and policy. Within the international expert community, “2 degree” is generally used as shorthand for a low carbon scenario under which CO2 concentrations in the earth’s atmosphere are stabilized at a level of 450 parts per million (ppm) or lower, representing approximately an 80% reduction in greenhouse gas emissions from current levels,2 which according to certain computer simulations would be likely to limit warming to 2 degrees Celsius above pre-industrial levels and is considered by some to reduce the likelihood of significant adverse impacts based on analyses of historical climate variability.3 However, even among members of the global scientific community, including leading climate change researchers and nonpartisan think tanks, there exists significant disagreement over how to define or reach a 2 degree target. For example, in the fourth annual Intergovernmental Panel on Climate Change (“IPCC”) report published in 2007, the panel stated that emissions levels must peak by 2015 to hit the 2 °C target.4 Yet the fifth IPCC report, released in 2014, asserts that a 2030 peak in emissions levels (projected to be far higher than in 2015) could remain consistent with reaching the 2 degree goal assuming sufficient emissions reductions after 2030.5 Further, the Proposal fails to define what actual “public climate change policies” the Proponent is asking shareholders and the Company to assess to achieve 2 degree. The range of different and even conflicting scenarios to attempt to achieve 2 degree and accompanying policy options that could be taken in the near and distant future by governments around the world is vast, encompassing the following four basic approaches: 2 • Significant reductions in global population6 • Significant reductions in global gross domestic product or economic growth7 See https://www.iea.org/publications/freepublications/publication/WEO2015SpecialReportonEnergy andClimateChange.pdf (page 14) and http://www.iea.org/publications/scenariosandprojections/ 3 https://www.ipcc.ch/pdf/assessment-report/ar5/syr/AR5_SYR_FINAL_SPM.pdf (page 20). 4 United Nations Intergovernmental Panel on Climate Change. Fourth Assessment Report: Climate Change 2007 (AR4), available at https://www.ipcc.ch/pdf/assessmentreport/ar4/syr/ar4_syr_full_report.pdf, fn.20, pgs. 19-20. 5 United Nations Intergovernmental Panel on Climate Change. Fifth Assessment Report 2014 (AR5), available at http://www.ipcc.ch/pdf/assessment-report/ar5/syr/SYR_AR5_FINAL_full.pdf, pg. 24. 6 http://thehill.com/blogs/congress-blog/energy-environment/264983-will-bill-mckibben-define-ourenergy-future, and http://www.theatlantic.com/magazine/archive/1998/05/a-special-moment-inhistory/377106/. Office of Chief Counsel 5 • Dramatic gains in energy efficiency8 • De-carbonization of the world economy9 • A combination of the four policy approaches summarized above.10 January 22, 2016 For an example of the radically different pathways that have been associated with a 2 degree scenario see “The 2 °C Dream” in Nature, Vol. 527, November 26, 2015 (pp. 436-438)11. The two charts shown on the top of page 438 of that article, entitled “Two paths to 2 °C,” represent just two of the widely differing pathways that have been proposed to achieve 2 degree, and there are virtually an infinite number of alternatives based on differing combinations of the policy approaches cited above. Thus in short, the use of the term “2 degree” as the core element of the Proposal renders the Proposal inherently vague and indefinite. First, the meaning and implications of the term are not explained and would be understood only by persons with significant scientific knowledge gained outside the text of the Proposal and supporting statement. Moreover, even within the expert community there are significantly differing interpretations of the term, and the Proponent has not identified which model of 2 degree shareholders or the Company is being asked to assess. Finally, the Proposal fails to clarify which among a broad range of widely differing policy approaches that could be implemented in an effort to achieve a 2 degree target shareholders or the Company is being asked to assess. II. The Proposal May Be Excluded Under Rule 14a-8(i)(10) Because the Company Has Substantially Implemented the Essential Objective of the Proposal to Assess the Long Term Portfolio Impacts of Public Climate Change Policies. Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal if the company has already substantially implemented the proposal. The Commission has stated that “substantial” implementation under the rule does not require implementation in full or exactly as presented by the proponent. See SEC Release No. 34-40018 (May 21, 1998, n. 30). The Staff has provided noaction relief under Rule 14a-8(i)(10) when a company has substantially implemented and therefore 7 Id. http://www.iea.org/topics/climatechange/. 9 Decarbonization could include massive global deployment of nuclear, hydroelectric, and wind and solar energy. Note that in 2008, the International Energy Agency, an international intergovernmental organization, estimated that reducing greenhouse gas emissions to just 50% below 2005 levels by 2050 would require construction of 24–32 one-thousand megawatt nuclear plants, 30–35 coal plants with carbon capture and storage sequestration technology, and 3,675–17,750 wind turbines of four megawatt capacity every year for 45 years (from 2005 through 2050) at an estimated cost of $45 trillion in added energy supply and infrastructure investments. See IEA Energy Technology Perspectives 2008, Scenarios & Strategies to 2050, Figure ES.3 available at http://www.iea.org/media/etp/etp2008.pdf. The Proposal provides no indication as to what policy approaches to meet the vast costs of such a scenario the Proponent requires. 10 In addition to approaches to stabilize GHG levels in the atmosphere, some scientists have alternatively proposed exotic geo-engineering proposals to reduce the earth’s temperature by, for example, increasing the earth’s solar energy reflectivity. See Active Climate Stabilization: Practical Physics-Based Approaches to Prevention of Climate Change available at https://e-reportsext.llnl.gov/pdf/244671.pdf. 11 Available at http://www.nature.com/polopoly_fs/1.18868!/menu/main/topColumns/topLeftColumn/ pdf/527436a.pdf. 8 Office of Chief Counsel 6 January 22, 2016 satisfied the “essential objective” of a proposal, even if the company did not take the exact action requested by the proponent, did not implement the proposal in every detail, or exercised discretion in determining how to implement the proposal. See Wal-Mart Stores, Inc. (March 25, 2015) (permitting exclusion of a shareholder proposal requesting an employee engagement metric for executive compensation where a “diversity and inclusion metric related to employee engagement” was already included in the Company’s Management Incentive Plan); Entergy Corp. (February 14, 2014) (permitting exclusion of a shareholder proposal requesting a report “on policies the company could adopt. . . to reduce its greenhouse gas emissions consistent with the national goal of 80% reduction in greenhouse gas emissions by 2050” where the requested information was already available in its sustainability and carbon disclosure reports); Duke Energy Corp. (February 21, 2012) (permitting exclusion of a shareholder proposal requesting that the company assess potential actions to reduce greenhouse gas and other emissions where the requested information was available in the Form 10K and its annual sustainability report); Exelon Corp. (Feb. 26, 2010) (concurring in the exclusion of a proposal that requested a report on different aspects of the company’s political contributions when the company had already adopted its own set of corporate political contribution guidelines and issued a political contributions report that, together, provided “an up-to-date view of the [c]ompany’s policies and procedures with regard to political contributions”). “[A] determination that the company has substantially implemented the proposal depends upon whether [the Company’s] particular policies, practices, and procedures compare favorably with the guidelines of the proposal.” Texaco, Inc. (March 28, 1991) (permitting exclusion on substantial implementation grounds of a proposal requesting that the company adopt the Valdez Principles where the company had already adopted policies, practices, and procedures regarding the environment). The core of the Proposal, or its “essential objective,” is “an annual assessment of long term portfolio impacts of public climate change policies.” The Company believes it has substantially implemented the Proposal by completing its essential objective, and thus the Proposal is excludable under Rule 14a-8(i)(10). In March 2014, the Company published a report available on its website titled Energy and Carbon – Managing the Risks (“2014 Report”). The 2014 Report is attached as Exhibit B, and is available on the Company’s website.12 The 2014 Report was published in connection with the withdrawal of a prior shareholder proposal from Arjuna Capital and As You Sow, requesting the Company “prepare a report . . .on the Company’s strategy to address the risk of stranded assets presented by global climate change, including analysis of long and short term financial and operational risks to the [C]ompany.” The prior proposal stated that “investors are concerned that global actions to significantly address climate change, either through carbon regulation, market forces, or socioeconomic pressure, could reduce the value of ExxonMobil’s oil and gas reserves and/or related infrastructure before the end of their expected useful life.” The prior proposal is attached as Exhibit C. The 2014 Report explains how the Company undertakes “an annual assessment of longterm portfolio impacts of public climate change policies.” The Company undertakes such an assessment by relying on its Outlook for Energy (“Outlook”), which “provides the foundation for [the Company’s] business and investment planning” and “is consistent with many independent, reputable third-party analyses.” The Outlook analysis is conducted yearly and currently extends through 2040. This analysis includes considerations of several factors, including “rigorous analyses of . . . government policies and regulations.” The Outlook accounts for the financial impact of policies regulating greenhouse gas emissions with a “proxy cost of carbon” to “address the potential for 12 Available at http://cdn.exxonmobil.com/~/media/global/files/energy-and-environment/report--energy-and-carbon---managing-the-risks.pdf. Office of Chief Counsel 7 January 22, 2016 future climate-related controls, including the potential for restriction on emissions.” “The proxy cost seeks to reflect all types of actions and policies that governments may take over the Outlook period relating to the exploration, development, production, transportation or use of carbon-based fuels.” (emphasis added). The “proxy cost of carbon” embedded in the yearly Outlook satisfies the “essential objective” of the Proposal. The 2014 Report demonstrates that the Company’s analysis and assessment compare favorably with the guidelines of the Proposal. • The Proposal requests an “assess[ment of] the resilience of the company's full portfolio of reserves and resources through 2040 and beyond.” In the 2014 Report, the Company performs such an analysis and concludes that, based on the Outlook, the Company is “confident that none of our hydrocarbon reserves are now or will become ‘stranded’” through 2040. The analysis uses conclusions from the Outlook and thus considers world population increases, world GDP growth, the resulting growth in energy demand, stabilizing or decreasing carbon dioxide emissions, and the role of renewable energy sources. • The Proposal requests a scenario analysis “in which reduction in demand results from carbon restrictions and related rules,” and the resulting impacts on the Company’s Oil and Gas reserves. As discussed above, the 2014 Report acknowledges “[g]overnments’ constraints on use of carbon-based energy sources and limits on greenhouse gas emissions are expected to increase throughout the Outlook period.” Rather than attempting to predict the precise nature of unknown future regulations, the Company’s planning process incorporates a “proxy cost of carbon” to ensure its projects remain attractive in the face of increased future regulations “including the potential for restriction on emissions.” • The Proposal requests an analysis based on governments’ commitments to a 2 degree target and the resulting impacts on the Company’s Oil and Gas reserves. The 2014 Report indicates that the Company fulfills the objective of evaluating these types of impacts by regularly conducting stress tests of potential investment opportunities, factoring in geopolitical considerations (amongst other factors). The Company uses the “proxy cost of carbon” in these assessments, which are reviewed annually and updated as needed. In the 2014 Report, after 10 pages of analysis beginning on page 8, the Company concluded that a “low carbon scenario” (a “mandated carbon budget in order to achieve global carbon-based emission reductions in the range of 80 percent through the year 2040, with the intent of stabilizing world temperature increases not to exceed 2 degrees Celsius by 2100”) is not likely. The Company makes this determination because in its view, “the costs and the damaging impact to accessible, reliable and affordable energy resulting from the policy changes such a scenario would produce are beyond those that societies, especially the world’s poorest and most vulnerable, would be willing to bear,” and that “the world will require all the carbon-based energy that ExxonMobil plans to produce during the Outlook period.” This is further depicted in the graph on page 11 of the 2014 Report based on relevant scenarios from the International Energy Agency (IEA). The Company believes that its “proxy cost of carbon” standard better reflects the nature of governmental climate-related restrictions, which evolve over time given the requirement to reflect the views of hundreds of different world governments with widely varying standards of living and needs for economic growth. The analysis and conclusions reflected in the 2014 Report are updated annually not only through the Outlook as previously described, but are also updated annually through ExxonMobil’s Office of Chief Counsel 8 January 22, 2016 Corporate Citizenship Report (“CCR”)13, which includes a section titled Managing Climate Change Risks.14 As noted in the most recent annual publication of the CCR, the Company continues to believe, based on the stress testing (including a variable cost of carbon) it applies to its capital investments and its assessment of future world energy needs as reflected in the most recent Outlook, that all ExxonMobil’s hydrocarbon reserves remain needed by the world and producible and are not “stranded”: ExxonMobil believes producing our existing hydrocarbon reserves is essential to meeting growing global energy demand. We enable consumers – especially those in the least-developed and most-vulnerable economies – to pursue higher living standards and greater economic opportunity. We believe all economic energy sources will be necessary to meet growing demand, and the transition of the energy system to lower carbon sources will take many decades due to its enormous scale, capital intensity and complexity. As such, we believe that none of our proven hydrocarbon reserves are, or will become, stranded. [emphasis added] ExxonMobil makes long-term investment decisions based in part on our comprehensive annual analysis that underpins our global Outlook for Energy. We project an energy-related CO2 emissions profile through 2040. This can be compared with the energy-related CO2 emissions profiles from various scenarios outlined by the IPCC. When we do this, our Outlook emissions profile would closely approximate the IPCC’s intermediate Representative Concentration Pathways 4.5 emissions profile in shape, but is slightly under it in magnitude. [...] We address the potential for future climate change policy, including the potential for restrictions on emissions, by estimating a proxy cost of carbon. This cost, which in some geographies may approach $80 per ton by 2040, has been included in our Outlook for several years. This approach seeks to reflect potential policies governments may employ related to the exploration, development, production, transportation or use of carbon-based fuels. We believe our view on the potential for future policy action is realistic and, by no means represents a “business as usual” case. We require all of our business lines to include, where appropriate, an estimate of GHG-related emissions costs in their economics when seeking funding for capital investments. We evaluate potential investments and projects using a wide range of economic conditions and commodity prices. We apply prudent and substantial margins in our planning assumptions to help ensure competitive returns over a wide range of market conditions. We also financially “stress test” our investment opportunities, which provides an added margin against uncertainties, such as those related to technology development, costs, geopolitics, availability of required materials, services and labor. Stress testing, which differs from alternative scenario planning, further enables us to consider a wide range of market environments in our planning and investment process.15 13 Available at http://corporate.exxonmobil.com/en/community/corporate-citizenship-report. Available at http://corporate.exxonmobil.com/en/community/corporate-citizenship-report/managingclimate-change-risks/up-close-managing-the-business-risks-of-climate-change?parentId=c7582d415b74-4e12-928d-643cd1ec8813. 15 Id. 14 Office of Chief Counsel 9 January 22, 2016 The reference to a 2 degree target in the Proposal may essentially serve as a shorthand to encapsulate the collective goals of lowering and managing climate-related risks, and may not by itself act a strict numerical standard. Notably, the most recent commitments made by governments aspiring to a global 2 degree target resulted from the 21st Conference of Parties to review the implementation of the United Nations Framework Convention on Climate Change. The results of this conference were memorialized in an agreement released on December 12, 2015 (the “Paris Agreement”). While the parties to the Paris Agreement aspire to a global 2 degree target, (see Article 2, Section 1) the “intended nationally determined contributions” submitted by the parties to the Paris Agreement are insufficient to limit average global temperature increase to 2 degrees (see, e.g., Preamble, Section II, Section 17). It appears that the best current representation of “public climate change policies” from governments committed to a 2 degree target may not actually achieve a 2 degree limit, as it is recognized that the importance is to focus on obtaining consensus generally to lower emissions. This view is consistent with the analysis in the 2014 Report and CCR, which do not rely on any single measure but rather take a broader, more practical, approach. Furthermore, as previously noted both the CCR and the Outlook are reviewed and updated annually to reflect changing conditions, including the evolution of government policy commitments. The Paris Agreement is attached as Exhibit D. For these reasons and others, the Company’s own analysis achieves the same objective as sought in the Proposal regarding reasonably possible government policies dealing with climate change. As noted above, the Commission has said that “substantial” implementation under the rule does not require implementation in full or exactly as presented by the proponent. The Staff has found proposals related to climate change excludable pursuant to 14a-8(i)(10) even if the Company’s actions were not identical to the guidelines of the proposal. Both Entergy Corp. and Duke Energy Corp. permitted exclusion of a shareholder proposal pursuant to 14a-8(i)(10), even though the requested disclosures were not made in precisely the manner contemplated by the proponent. Numerous other letters reinforce this approach. See, e.g., Merck & Co., Inc. (March 14, 2012) (permitting exclusion of a shareholder proposal requesting a report on the safe and humane treatment of animals because the company had already provided information on its website and further information was publicly available through disclosures made to the United States Department of Agriculture); ExxonMobil (March 17, 2011) (permitting exclusion of a shareholder proposal requesting a report on the steps the company had taken to address ongoing safety concerns where the company's "public disclosures compare[d] favorably with the guidelines of the proposal''); ExxonMobil (Jan. 24, 2001) (permitting exclusion of a shareholder proposal requesting to review a pipeline project, develop criteria for involvement in the project, and report to shareholders because it was substantially implemented by prior analysis of the project and publication of such information on company's website). Viewed in its entirety, the essential objective of the Proposal is for the Company to assess “long term portfolio impacts of public climate change policies,” and this has been substantially implemented by the Company as explained by the 2014 Report, which the Company prepared and posted on its website in response to a prior shareholder proposal that is substantially similar to the Proposal as well as its annual update of the CCR and Outlook. The assessment undertaken by the Company compare favorably with the essence of the proposal, and thus the Proposal is excludable under Rule 14a-8(i)(10). CONCLUSION The Company requests confirmation that the Staff will not recommend any enforcement action if, in reliance on the foregoing, ExxonMobil omits the Proposal from its 2016 Proxy Materials. If you should have any questions or need additional information, please contact the undersigned at (212) 450-4539 or louis.goldberg@davispolk.com. If the Staff does not concur with the Company’s Office of Chief Counsel 10 January 22, 2016 position, we would appreciate an opportunity to confer with the Staff concerning these matters prior to the issuance of its response. Respectfully yours, Louis L. Goldberg Attachment cc w/ att: James E. Parsons, Coordinator – Corporate Securities & Finance Law, ExxonMobil Patrick Doherty, Director of Corporate Governance, New York State Common Retirement Fund Andrew Brown, Secretary, Church Commissioners for England Adam C.T. Matthews, Head of Engagement, Church Commissioners for England Sonia Kowal, President, Zevin Asset Management, LLC Jagdeep Singh Bachher, Chief Investment Officer, The Regents of the University of California Elizabeth A. Pearce, Vermont State Treasurer, Vermont Pension Investment Committee Ann Krumboltz, Executive Director, The Brainerd Foundation Timothy Smith, Walden Asset Management Exhibit A THOMAS P. DIVISION OF CORPORATE GOVERNANCE STATE COMPTROLLER 59 Maiden Lane-30th Floor New York, NY 10038 Tel: (212) 383-1428 Fax: (212) 333-1331 OFFICE OF THE STATE COMPTROLLER Received December 3, 2015 DEC 04 2015 J. J. Woodbury Jeffrey Woodbury Corporate Secretary ExxonMobil Corporation 5959 Las Colinas Boulevard IVE Irving, Texas 7503 9?2298 DEC 4 2015 Dear Mr. Woodbury: . B. D. TINSLEY The Comptroller of the State of New York, Thomas P. DiNapoli, is the trustee of the New York State Common Retirement Fund (the ?Fund") and the administrative head of the New York State and Local Retirement System. The Comptroller has authorized me to inform of his intention to offer the enclosed shareholder proposal for consideration of stockholders at the next annual meeting. I submit the enclosed proposal to you in accordance with rule 14a?8 of the Securities Exchange Act of 1934 and ask that it be included in your proxy statement. A letter from J.P. Morgan Chase, the Fund?s custodial bank verifying the Fund?s ownership of ExxonMobil Corporation shares, continually for over one year, is enclosed. The Fund intends to continue to hold at least $2,000 worth of these securities through the date of the annual meeting. We would be happy to discuss this initiative with you. Should ExxonMobil decide to endorse its provisions as company policy, the Comptroller will ask that the proposal be withdrawn from consideration at the annual meeting. Please feel free to contact me at (212) 383-1428 and or email at pdohertv?loscstatenvus should you have any further questions on this matter. Very trul Pa ck Doherty Director of Corporate Governance (NOTE: All text below this sentence is part of the submitted stock holder resolution.) This resolution is submitted by the New York State Common Retirement Fund and the endowment fund of the Church of England as lead proponents of a ?ling group. RESOLVED: Shareholders request that by 2017 ExxonMobil publish an annual assessment of long term portfolio impacts of public climate change policies, at reasonable cost and omitting proprietary information. The assessment can be incorporated into existing reporting and should analyze the impacts on ExxonMobil?s oil and gas reserves and resources under a scenario in which reduction in demand results from carbon restrictions and related rules or commitments adopted by governments consistent with the globally agreed upon 2 degree target. The reporting should assess the resilience of the company?s full portfolio of reserves and resources through 2040 and beyond and address the ?nancial risks associated with such a scenario. Supporting Statement: It is our intention that this be a supportive but stretching resolution that ensures the long- terrn success of the company. Recognizing the severe and pervasive economic and societal risks associated with a warming climate, global governments have agreed that increases in global temperature should be held below 2 degrees Celsius from pre?industrial levels (Cancun Agreement). Pursuant to the Durban Platform, 184 parties submitted plans to reduce greenhouse gas emissions in advance of the 21st Conference of the Parties. In November 2014 the United States and China agreed to policy and regulatory actions to reduce greenhouse gas emissions and re-af?nned and expanded those actions in September 2015. ExxonMobil recognized in its 2014 IO-K that ?a number of countries have adopted, or are considering adoption of, regulatory frameworks to reduce greenhouse gas emissions,? and that such policies, regulations, and actions could make its ?products more expensive, lengthen project implementation timelines and reduce demand for hydrocarbons,? but EntonMobil has not presented any analysis of how its portfolio performs under a 2 degree scenario. In response to a previous shareholder resolution regarding Carbon Asset Risk, ExxonMobil asserted ?that an arti?cial capping of carbon-based fuels to levels in the ?low carbon scenario? [such as IEA 450ppm] is highly unlikely? and did not test its portfolio against a 2 degree scenario. However, ExxonMobil?s peers, Shell, BP, and Statoil have recognized the importance of assessing the impacts of these scenarios by endorsing the ?Strategic Resilience for 2035 and beyond? resolutions that received almost unanimous investor support in 2015. BHP Billiton now publishes a ?Climate Change: Portfolio Analysis? evaluating its assets against 2 degree scenarios, and ConocoPhillips states that it stress tests its portfolio against 2 degree scenarios. More recently, ten major oil and gas companies have announced that they will support the implementation of clear stable policy frameworks consistent with a 2 degree future. This resolution aims to ensure that ExxonMobil fully evaluates and mitigates risks to the viability of its assets as a result of public climate change policies, including in a 2 degrees scenario. JP. Morgan REC WED Daniel F. Murphy 3? D. Vice President Client Service Americas December 3, 2015 Mr. Jeffrey J. Woodbury Corporate Secretary Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 7 5039-2298 Dear Mr. Woodbury: This letter is in response to a request by The Honorable Thomas P. DiNapoli, New York State Comptroller, regarding con?rmation from JP Morgan Chase that the New York State Common Retirement Fund has been a bene?cial owner of Exxon Mobil Corporation continuously for at least one year as of and including December 3, 2015. Please note that JP. Morgan Chase, as custodian for the New York State Common Retirement Fund, held a total of 10,926,248 shares of common-stock as of December 3, 2015 and continues to hold shares in the company. The value of the ownership stake continuously held by the New York State Common Retirement Fund had a market value of at least $2,000.00 for at least twelve months prior to, andincluding. said date. If there are any questions. please contact me or Miriam Awad at (212) 623?8481. Regards. Cow/I} Daniel F. Murphy 1? cc: Patrick Doherty Eric Shostai Tana Harris 4U - .ltmoitlyt.N 11d" 1 2 65: Wt 120?! murphv ipmocrtat om WMDI 4? Ed A. UPS: Trackan Inlon'natlon United States My UPS Shipping Tracking Welcome, Jeanine Gilbert (Not Me?) Logout Contact UPS Freight Locations Support UPS Solutions The UPS Store Search Page1012 Sui Save up to 18% on UPS shipping for your business. Sign up and start saving in your ?rst week of shipping. Sign Up Now I TrackJ ITracking Number View Tracking Higtg? IOther Tracking Options View secure details digital signature) for this visit. or add this agaunt to your pro?le. Tracking Detail Share Emu tLeJn 1ZW490332310026163 . Add DESCTIQHQQ Updated: 1210712015 11:36 AM. Eastern Time Need more Delivered information? Delivered On: Get Help Friday, 1210412015 at 11:35 AM. "mm ?uh ?Nat? Left At: . Mail Room Shipping lnfonnatlon Signed By: To: FALLEN IRVING, Tx, us Pr liv 9 Shipped By Shipment Progress - NEXT Local DAY Location Date Ac?v 11"? ?y SAVER IRVING. TX, US 1210412015 11:35 AM. Delivered Dallas, TX, United States 1210412015 7:55 AM. Out For Delivery 1210412015 7:10 AM. Arrival Scan DFW Airport, TX. United States 1210412015 6:27 AM. Departure Scan 1210412015 5:47 AM. Arrival Scan Louisville. KY, United States 1210412015 4:51 AM. Departure Scan 1210412015 1:02 AM. Arrival Scan Newark, NJ, United States 1210312015 10:56 PM. Departure Scan 1210312015 10:35 PM. Arrival Scan New York, NY. United States 1210312015 9:45 PM. Departure Scan 1210312015 9:26 PM. Origin Sean I Type: Package 121712015 A - Extremely Urgent "Willa TX 75m ting services: UPS Next Day Air' UPS Worldwide Express? UPS 2nd Day Air' Visit ups.com? or call (1-8 m: 13.9.: Own.? M1590 Insert shipping documents to schedule a pickup or find a dtop off location r? under window from the top. Domestic Shipments . i . To qualifY for the Letter rate, UPS Express Envelopes may only contain Do not use this envelope for: Correspondence. media; and must weigh802.0 I 5f_ those listed OFT. :5 97" UPS Next Day Air 1 "i tpedited' lntematlonal Sh - The UPS Expre: value. Certain a) . i I 0. ups.com/impo - To qualify for ti I UPS Express En SHIPMENT FROM 4 9 3 3 mm Home: Express Er containing sensil or cash equivale a rm iszfiteiz-Lf 939 15354?; OFG OF THE STATE COMPTROLLER - L1) 59 MAIDEN LN FLR 30 . NEWYOFIK m1ooaa UPS Next Day Air c. i a .4, Weeding?; Haw-:5? .. . ?1?5 'in' (Jr-1i URGENT TU - Han urn:th aura-adiases?ii I fe-O Wll'lt Use this 6 or inkjet Inuit"? Jriufh?? mam A . i say: m, El Ct 1ZW49 033 231002616 3 mil-i sh moan-9:32; .l H'l-ww- 0201 952542609 6h 2 Han United Parcel Service, Louisville, KY E?iiwmam? W490 337B 499 ?r av.? n? I i?tf-?WWB' Shims "We '1 We Mimi? may be whim to he rule relating to liability and one: terms ande conditions establishedby the Convention for the Unification at (man Rules Relatinglto 1mm Carriage by'Athe 'Warsay commrion'} and/or A the Conwntinn on the Contract hr the International Caring: of Goods by Road (the These commtl?es. or software were exported from the US. in accordance with the Export Administration Regulations. Diversion century to US. law prohibited. Exxon Mobil Corporation Jeffrey J. Woodhory 5959 Les Collnas Boulevard Vice President, Investor Relations Irving, Texas 75039 and Secretary ExonMobil December 11, 2015 VIA UPS - OVERNIGHT DELIVERY Patrick Doherty Director of Corporate Governance State of New York Office of the State Comptroller 59 Maiden Lane 30th Floor New York, NY 10038 Dear Mr. Doherty: This will acknowledge receipt of the proposal concerning an Annual Assessment of Climate Change Policies (the ?Proposal"), which you have submitted on behalf of the New York State Retirement Fund (the ?Proponent?) in connection with ExxonMobil's 2016 annual meeting of shareholders. By copy of a letter from JP. Morgan, share ownership has been verified. You should note that, if the Proposal is not withdrawn or excluded. the Proponent or the Proponents representative, who is qualified under New Jersey law to present the Proposal on the Preponent's behalf, must attend the annual meeting in person to present the Proposal. Under New Jersey law, only shareholders or their duly constituted proxies are entitled as a matter of right to attend the meeting. If you intend for a representative to present your Proposal. you must provide documentation that specifically identifies your intended representative by name and specifically authorizes the representative to act as your proxy at the annual meeting. To be a valid proxy entitled to attend the annual meeting, the representative must have the authority to vote your shares at the meeting. A copy of this authorization meeting state law requirements should be sent to my attention in advance of the meeting. Your authorized representative should also bring an original signed copy of the proxy documentation to the meeting and present it at the admissions desk, together with photo identification if requested, so that our counsel may verify the representative's authority to act on your behalf prior to the start of the meeting. Mr. Doherty Page 2 In the event there are co-filers for this Proposal and in light of the guidance in SEC staff legal bulletin No. 14F dealing with co??lers of shareholder proposals, it is important to ensure that the lead filer has clear authority to act on behalf of all co-?lers, including with respect to any potential negotiated withdrawal of the Proposal. Unless the lead filer can represent that it holds such authority on behalf of all co-filers, and considering SEC staff guidance. it will be dif?cult for us to engage in productive dialogue concerning this Proposal. Note that under Staff Legal Bulletin No. 14F, the SEC will distribute no-action reSponses under Rule 14a-8 by email to companies and proponents. We encourage all proponents and any co??lers to include an email contact address on any additional correspondence, to ensure timely communication in the event the Proposal is subject to a no-acticn request. We are interested in discussing this Proposal and will contact you in the near future. Sincerely, Dutchover, Alyssa From: Gilbert, Jeanine Sent: Monday. December 21, 2015 12:38 PM To: Dutchover. Alyssa Subject: FW: UPS Delivery Noti?cation. Tracking Number 1Z75105X1394123158 Best regards. Jeanine Gilbert Shareholder Relations ExxonMobil 6969 Lee Colines Blvd. Irving, TX 76039 ?Be kinder than necessary, for everyone you meet ls ?ghting some kind of battle!" From: UPS Quantum View Sent: Monday, December 14, 2015 10:05 AM To: Gilbert, Jeanine Subject: UPS Delivery Noti?cation, Tracking Number 1Z75105X1394123158 not reply to this e-meil. UPS and EXXON MOBIL GLOBAL SERVICES C0 will not receive your reply. At the request of EXXON MOBIL GLOBAL SERVICES CO, this notice is to con?rm that the following shipment has been delivered. Important Delivery Information Tracking Number: 1275105)? 394123153 Delivery Date Time: 14-December-2015 10:50 AM Delivery Location: RECEIVER Signed by: SORESE Shipment Detail Ship To: Mr. Patrick Doherty State of New York 59 MAIDEN LN FLOOR 30 NEW YORK NY 10038 US Number of Packages: 1 UPS Service: NEXT DAY AIR SAVER Shipment Type: Letter Reference Number 1: 6401 Reference Number 2: EM ACK-LTR 2015 United Parcel Service of America, Inc. UPS, the UPS brandrnark, and the color brown are trademarks of United Parcel Service of America, Inc. All rights reserved. All trademarks, trade names, or service marks that appear In connection with UPS's services are the property of their respective owners. Please do not reply directly to this e-mall. UPS will not receive any reply message. For more Information on UPS's privacy practices, refer to the UPS Privacy Notice. For questions or comments, visit Contact UPS. This communication contains proprietary Information and may be con?dential. If you are not the intended recipient, the reading, copying, disdowre or other use of the contents of this email is strictly prohibited and you are instructed to please delete this e-mall immediately. WIN RECEIVED DEC 11 2015 THE CHURCH B. OF ENGLAND CH RC COMMISSIONERS Jeffrey Woodbury Andrew Brown Corporate Secretary Secretary ExxonMobil Corporation 5959 Las Colinas Boulevard Irving. Texas 75039-2298 December 20l5 Dear Mr. Woodbury. I write as the Secretary of the Church Commissioners for England (the "Commissioners"). I am authorised to inform you of our intention to offer the enclosed shareholder proposal for consideration of stockholders at the next annual meeting. I submit the enclosed proposal to you in accordance with rule l4a-8 of the Securities Exchange Act of l934 and ask that it be included in your proxy statement. A letter from ].P.Morgan Chase. the Commissioners' custodial bank verifying the Commissioners? ownership of Exxonl'lobil Corporation shares, continually for over one year, is enclosed. The Commissioners intend to hold at least $2,000 worth of these securities through the date of the annual meeting. The Church Commissioners for England are co-lead ?lers with the New York State Common Retirement Fund on this proposal. We would be happy to discuss this initiative with you. We hope that the Board will consider this shareholder proposal something that they may support. Please do not hesitate to contact the Commissioners Head of Engagement, Adam C.T. Matthews. at or direct line: +44 (0)20 7398 I096. Yours sincerely. Andrew rown Enc. Church House. Great Smith Street. London SWIP 3A2 Direct line: +44(0)20 7898 I785 Switchboard: +44(0)20 7898 Emait- DX: 148403 Westminster 5 Website: http?' ole t? s! uc reh: commissioners The Church Commissioners are a registered charity (number I I40097) (Note, all text below this sentence is part of the submitted stock holder resolution.) This resolution is submitted by the New York State Common Retirement Fund and the endowment fund of the Church of England as lead proponents of a ?ling group. RESOLVED: Shareholders request that by 2017 ExxonMobil publish an annual assessment of long term portfolio impacts of public climate change policies, at reasonable cost and omitting proprietary information. The assessment Can be incorporated into existing reporting and should analyze the impacts on ExxonMobii's oil and gas reserves and resources under a scenario in which reduction in demand results from carbon restrictions and related rules or commitments adopted by governments consistent with the globally agreed upon 2 degree target. The reporting should assess the resilience of the company?s full portfolio of reserves and resources through 2040 and beyond and address the ?nancial risks associated with such ascenario. Supporting Statement: it is our intention that this be a supportive but stretching resolution that ensures the long-term success of the company. Recognizing the severe and pervasive economic and societal risks associated with a warming climate. global governments have agreed that increases in global temperature should be held below 2 degrees Celsius from pre-industrial levels (Cancun Agreement]. Pursuant to the Durban Platfo rm. 184 parties submitted plans to reduce greenhouse gas emissions in advance of the 21st Conference of the Parties. in November 2014 the United States and China agreed to policy and regulatory actions to reduce greenhouse gas emissions and re-af?rmed and expanded those actions in September 2015. ExxonMobil recognized in its 2014 IO-K that ?a number of countries have adopted or are considering adoption of. regulatory frameworks to reduce greenhouse gas emissions,? and that such policies, regulations, and actions could make its "products more expensive, lengthen project implementation timelines and reduce demand for hydrocarbons," but ExxonMobil has not presented any analysis of how its portfolio performs under a 2 degree scenario. In response to previous shareholder resolutions regarding Carbon Asset Risk, ExxonMobil asserted "that an artificial capping of ca rbon-based fuels to levels in the 'low carbon scenario? [such as 450ppm] is highly unlikely" and did not test its portfolio against a 2 degree scenario. However, ExxonMobil?s peers, Shell, BP, and Statoil have recognized the importance of assessing the impacts of these scenarios by endorsing the ?Strategic Resilience for 2035 and beyond? resolutions that received almost unanimous investor support in 2015. BHP Billiton now publishes a "Climate Change: Portfolio Analysis? evaluating its assets against 2 degree scenarios. and ConocoPhillips states that it stress tests its portfolio against 2 degree scenarios. More recently, ten major oil and gas companies have announced that they will support the implementation of clear stable policy frameworks consistent with a 2 degree future. This resolution aims to ensure that ExxonMobil fully evaluates and mitigates risks to the viability of its assets as a result of public climate change policies, including in a 2 degrees scenario. JP. Morgan December 10, 2015 Mr Jeffrey Woodherry Corporate Secretary ExxonMobli Corporation 5959 Las Collnas Boulevard irving, TX 750394298 Dear Mr Woodberry, This letter is in rBSponse to a request by Mr Andrew Brown, Secretary to the Church Commissioners for England. regarding con?rmation frOm .lPMorgan Chase that the Church Commissioners for England has been a bene?cial owner of Exxon Mobile Corporation continunusly for at least one year as of and including December 10, 2015. Please note that iPMorgan Chase. as custodian for the Church Commissioners for Engiand, held a total of 41,906 shares of common stock as of December 10, 2015 and continues to hold shares in the company. The value of the ownership stake continuously held by the Church Commissioners for England had a market value of at least $2,000.00 for at least twelve months prior to, and including. said date. Yours sincerely, . Christopher Nixon Executive Director Ml! Euvpo Linn-d 25mm London. E14 SIP Tel: +44 r020 7742 Ul?i - Fax +44 lOi'Zl] 7742 0120 Mobile". r44 (0)7747 - nigh-mi mmgaml A\me Imam tu'lionEI-l 5mm Murry. Exxon Mobil Corporation investor Relations 5959 Las Colinas Boulevard lrving,TX 75039?2298 ExonMobil December 14, 2015 VIA UPS - OVERNIGHT DELIVERY Mr. Andrew Brown Church Commissioners for England Church House Great Smith Street London 3A2 Dear Mr. Brown: This will acknowledge receipt of your letter indicating that you wish to co-?le on behalf of the Church Commissioners for England, the proposal previously submitted by Patrick Doherty concerning an Annual Assessment of Impacts of Climate Change Policies (the ?Proposal") in connection with ExxonMobil's 2016 annual meeting of shareholders. By copy of a letter from J. P. Morgan, share ownership has been veri?ed. In light of the guidance in SEC staff legal bulletin No. 14F dealing with co-?lers of shareholder proposals. it is important to ensure that the lead ?ler has clear authority to act on behalf of all co-filers, including with respect to any potential negotiated withdrawal of the Proposal. Unless the lead ?ler can represent that it holds such authority on behalf of all co-?lers, and considering SEC staff guidance, it will be difficult for us to engage in productive dialogue concerning this Proposal. Note that under Staff Legal Bulletin No. 14F, the SEC will distribute no-action responses under Rule 14a-8 by email to companies and proponents. We encourage all proponents and any co-filers to include an email contact address on any additional correspondence, to ensure timely communication in the event the Proposal is subject to a no-action request. Sincerely. Brian D. Tinsley Manager, Shareholder Relations Dutchover, Alyssa From: Sent: To: Subject: Best regards. Jeanine Gilbert Shareholder Relations ExxonMobll 5959 Las Colinas Blvd. Irving, TX 75039 Gilbert, Jeanine Monday. December 21, 201512:42 PM Dutchover, Alyssa FW: UPS Delivery Notification, Tracking Number 1Z75105X0491533620 ?Be kinder than necessary. for everyone you meet is ?ghting some kind of battlel" From: UPS Quantum View Sent: Thursday, December 17, 2015 5:24 AM To: Gilbert, Jeanine Subject: UPS Delivery Noti?cation, Tracking Number 1275105x0491533620 *"Do not reply to this e-mail. UPS and EXXON MOBIL GLOBAL SERVICES CO will not receive your reply. At the request of EXXON MOBIL GLOBAL SERVICES CO, this notice is to con?rm that the following shipment has been delivered. Important Delivery Information Tracking Number: 1275 105X0491533 620 Delivery Date I Time: l7-December-2015 I 1 1:12 AM Delivery Location Left At: GUARD Signature Obtained Shipment Detail Ship To: Church Commissioners for England GREAT SMITH ST LONDON 3 GB Number of Packages: 1 UPS Service: UPS SAVER Shipment Type: Letter Reference Number 1: 6401 Reference Number 2: EM ACK-LTR 2015 United Parcel Service of Amerl, Inc. UPS, the UPS brandmark, and the colour brown are trademarks of United Parcel Service of America, Inc. All rights reserved. All trademarks, trade names, or service marks that appear In connection with UPS's services are the property of their respective owners. Please do not reply directly to this email. UPS will not receive any reply message. For more Information on privacy practices, refer to the UPS Privacy Notice. For questions or comments, visit Contact UPS. This communication contains proprietary information and may be con?dential. If you are not the intended recipient, the reading, copying, disclosure or other use of the contents of this email is striciiy prohibited and you are Instructed to please delete this email immediately. WINES Zevin Asset Management, LLC PIONEERS IN SOCIALLY RESPONSIBLE INVESTING December 15, 2015 RECEIVED . ff db my DEC 16 2015 nM b?lc t. 533 B. 0.11NSLEY Irving, TX 750394298 Re: Shareholder Proposal for 2016 Annual Meeting Dear Mr. Woodbury: Enclosed please ?nd our letter co-?ling the carbon legislation impact assessment proposal to be included in the proxy statement of ExxonMobil (the "Company") for its 2016 annual meeting of stockholders. Zevin Asset Management is a socially responsible investment manager which integrates ?nancial and environmental, social, and governance research in making investment decisions on behalf of our clients. Zevin Asset Management is ?ling on behalf of one of our clients, Ellen Sarkisian (the Proponent), who has continuously held, for at least one year of the date hereof, 301 shares of the Company?s stock which would meet the requirements of Rule l4a-8 under the Securities Exchange Act of 1934, as amended. Zevin Asset Management, LLC has complete discretion over the Proponent?s shareholding account which means that we have complete discretion to buy or sell investments in the Proponent?s portfolio. Let this letter serve as a con?rmation that the Proponent intends to continue to hold the requisite number of shares through the date of the Company's 2016 annual meeting of stockholders. A letter verifying ownership of ExxonMobil shares from our client?s custodian is enclosed. Zevin Asset Management is a co- ?ler for this proposal. The Endowment Fund of the Church of England and New York State Common Retirement Fund are the lead ?iers and we are giving them authority to negotiate on our behalf any potential withdrawal of this resolution. A representative of the ?lers will be present at the stockholder meeting to present the preposal. Zevin Asset Management welcomes the opportunity to discuss the proposal with representatives of the Company. Please direct any communicatiOns to me at 617?742-6666 x308 or We request copies of any documentation related to this proposal. Sincerely, a Sonia Kowal President Zevin Asset Management, LLC 11 Beacon Street. Suite ?1 125, Boston. MA (12 I08 PHONE 61 - nix 617-742~666t) - m1 RESOLVED: Shareholders request that by 2017 ExxonMobil publish an annual assessment of long term portfolio impacts of public climate change policies, at reasonable cost and omitting proprietary Information. The assessment can be incorporated into existing reporting and should analyze the impacts on ExxonMobil's oil and gas reserves and resources under a scenario in which reduction in demand results from carbon restrictions and related rules or commitments adopted by governments consistent with the globally agreed upon 2 degree target. The reporting should assess the resilience of the com pany?s full portfolio of reserves and resources through 2040 and beyond and address the financial risks associated with such a scenario. Supporting Statement: It is our intention that this be a supportive but stretching resolution that ensures the longterm success of the company. Recognizing the severe and pervasive economic and societal risks associated with a warming climate, global governments have agreed that increases in global temperature should be held below 2 degrees Celsius from pre-industrial levels (Cancun Agreement). Pursuant to the Durban Platform, 184 parties submitted plans to reduce greenhouse gas emissions in advance of the 21" Conference of the Parties. In November 2014 the United States and China agreed to policy and regulatory actions to reduce greenhouse gas emissions and re-affirmed and expanded those actions in September 2015. ExxonMobil recognized in its 2014 10-K that ?a number of countries have adopted, or are considering adoption of regulatory frameworks to reduce greenhouse gas emissions." and that such policies, regulations, and actions could make its "products more expensive, lengthen project implementation timelines and reduce demand for hydrocarbons," but ExxonMobil has not presented any analysis of how its portfolio performs under a 2 degree Scenario. in response to a previous shareholder resolution regarding Carbon Asset Risk. ExxonMobil asserted ?that an artificial capping of carbon?based fuels to levels in the 'low carbon scenario' [such as 450ppm) is highly unlikely? and did not test Its portfolio against a 2 degree scenario. However, ExxonMobil?s peers, Shell, BP, and Statoil have recognized the importance of assessing the impacts of these scenarios by endorsing the "Strategic Resilience for 2035 and beyond" resolutions that received almost unanimous investor support in 2015. BHP Billiton now publishes a ?Climate Change: Portfolio Analysis" evaluating its assets against 2 degree scenarios, and ConocoPhiIlips states that it stress tests its portfolio against 2 degree scenarios. More recently, ten major oil and gas companies have announced that they will support the implementation of clear stable policy frameworks consistent with a 2 degree future. This resolution aims to ensure that ExxonMobil fully evaluates and mitigates risks to the viability of its assets as a resutt of public climate change policies, including in a 2 degrees Scenario. Zevin Asset Management, LLC PIONEERS IN SOCIALLY RESPONSIBLE INVESTING December 15, 2015 To Whom It May Concern: Please ?nd attached UBS Financial Services custodial proof of ownership statement of ExxonMobil (XOM) from Ellen Sarkisian. Zevin Asset Management, LLC is the investment advisor to Ellen Sarkisian and co??led a share holder resolution on lobbying on Ellen Sarkisian?s behalf. This letter serves as con?rmation that Ellen Sarkisian is the bene?cial owner of the above referenced stock. Sincerely, ?aw Sonia Kowal President Zevin Asset Management, LLC 50 Congress Street, Suite 1040. Boston. MA 02109 PHONE 617-742-6666 FAX 617?742-6660 invest@zevin.com UBS Financial Services inc. UB One Post Office Square Boston. MA 02109 Tel. 61 7439-8000 Fax 617?439-8474 Toll Prize BOO-2252365 W.ubs.com December 15, 2015 To Whom It May Concern: This is to con?rm that UBS Financial Services is the custodian for 301 shares of common stock in EmonMobil (XOM) owned by Ellen Sarkisian- We confirm that the above account has bene?cial ownership of at least $2,000 in market value of the voting securities of XOM and that 'such bene?cial ownership has existed for one or more years in accordance with rule of the Securities Exchange Act of 1934. The shares are held at Depository Trust Company under the Nominee name of UBS Flnancial Servloes. This letter serves as confirmation that Ellen Sarkisian is the bene?cial owner of the above referenced stock. Zevin Asset Management, LLC is the investment adviser to Ellen Sarkisian and is planning to co?file a shareholder resolution on Ellen Sarklsian?s behalf. Slncerely. Kelley A Bowker Assistant to Myra G. Kolton Senior Vice President! Wealth Management UBS Financial Services, Inc [185 Flnandal Services Inc. is a subsidiary at UBS AG. 3's. 3 Emma 0-2 LBS LTR 1 0F zavm ASSETMANAGBMENT .g '5 11 BEACON 5mm g: BOSTON mozm9 '3 ?a 3 i SHIP 'g JEFFREY WOODBUR 5 a 3. *5 MONMOBIL CORPORATION 5959 COLINAS BLVD. IRVING TX 75039-4202 E. 0) 'g TX 752 9-83 a) . :5 UPS NEXT DAY AIR 1 TRACKING 12 897 FX9 01 9148 6878 .9 5., i ,5 F?g 1 BILLING: i Reference#1: a D. 115116.06. me am 10/2015 i a i a 53his Package Has a 31% .5 5 Been X-Rayed 2 . .5 $30234 s. um h-L. .Wso?r?w fmhm? and tho fanv?l?nn "39 -.-. .I-. ra- Exxon Mobil CorporatiOn investor Relations 5959 Las Colinas Boulevard Irving,TX 75039-2298 ExonMobil December 22, 2015 UPS OVERNIGHT DELIVERY Ms. Sonia Kowal President Zevin Asset Management, LLC 11 Beacon Street, Suite 1125 Boston, MA 02108 Dear Ms. Kowal: This will acknowledge receipt of your letter indicating that you wish to co-?le on behalf of Ellen Sarkisian (the the proposal previously submitted by New York State Common Retirement Fund concerning a Report on Impacts of Climate Change Policies (the ?Proposal") in connection with ExxonMobil's 2016 annual meeting of shareholders. By copy of a letter from UBS Financial Services. share ownership has been veri?ed. In light of the guidance in SEC staff legal bulletin No. 14F dealing with co-?lers of shareholder proposals, it is important to ensure that the lead filer has clear authority to act on behalf of all co-?lers, including with respect to any potential negotiated withdrawal of the Proposal. Unless the lead filer can represent that it holds such authority on behalf of all co-?lers, and considering SEC staff guidance, it will be difficult for us to engage in productive dialogue concerning this Proposal. Note that under Staff Legal Bulletin No. MP, the SEC will distribute no-action responses under Rule 14a-8 by email to companies and proponents. We encourage all proponents and any co-filers to include an email contact address on any additional correspondence, to ensure timely communication in the event the Proposal is subject to a no-action request. Sincerely, Brian D. Tinsley Manager, Shareholder Relations BDT/ljg Dutchover, NE From: Sent: To: Subject: Best regards. Jeanine Gilbert Shareholder Relations ExxonMobil 5959 Las Collnes Blvd. Irving. TX 76039 Gilbert, Jeanine Monday, December 28. 2015 10:21 AM Dutchover, Alyssa M: UPS Delivery Notification, Tracking Number 1Z75105X1392044514 "Be kinder than necessary, for everyone you meet is lighting some of battle!" From: UPS Quantum View Sent: Wednesday. December 23, 2015 1:18 PM To: Gilbert, Jeanine Subject: UPS Delivery Noti?cation, Tracking Number 1275105X1392044514 "*Do not reply to this e?mail. UPS and EXXON MOBIL GLOBAL SERVICES CO will not receive your reply. At the request of EXXON MOBIL GLOBAL SERVICES C0, this notice is to con?rm that the following shipment has been delivered. Important Delivery Information Tracking Number: 1275105X1392044514 Delivery Date I Time: 23-December-2015 2:07 PM Delivery Location: OFFICE Signed by: BARTHOLOMEW Shipment Detail Ship To: Zevin Asset Management, LLC Ms. Sonia Kowal 11 BEACON ST BOSTON MA 02108 US Number of Packages: 1 UPS Service: NEXT DAY AIR SAVER Shipment Type: Letter Reference Number I: 6401 Reference Number 2: EM 2015 United Parcel Service of America, Inc. UPS, the UPS brandmark, and the color brown are trademarks of United Parcel Service of America, Inc. All rights reserved. All trademarks, trade names, or service marks that appear in connection with UPS's services are the property of their respective owners. Piease do not reply directly to this email. UPS will not receive any reply message. For more information on privacy practices, refer to the UPS Privacy Notice. For questions or comments, visit Contact UPS. This communication contains proprietary information and may be con?dential. If you are not the Intended recipient, the reading, copying, disclosure or other use of the contents of this e-mail ls strictly prohibited and you are Instructed to please delete this e-mall immediately. WIW Gilbert, Jeanine From: Tinsley, Brian Sent: Tuesday, December 15, 2015 4:16 PM To: Glass, Ginger Gilbert, Jeanine Subject: FW: Shareholder Request from The Regents of the University of California Attachments: Exxon Mobil Corporation Shareholder Preposal 2016.pdf Cofiler for NY State (Doherty) preposal. IV Brian DEC 1 6 2015 B. D. TINSLEY From: Wood bury, Jeffrey Sent: Tuesday, December 15, 2015 4:14 PM To: Luettgen, Robert Tinsley, Brian Parsons, Jim Subject: FW: Shareholder Request from The Regents of the University of California FYI Regards, Jeff Jeffrey J. Woodbury Exxon Mobil Corporation The information in this message is intended only for person(s) to whom it is addressed and may contain private or confidential information. If you receive this message in error, please contact the sender immediately and delete the message. From: JoAnne Yonemura [m ilt 0A .Y Sent: Tuesday, December 15, 2015 3:30 PM To: Woodbury, Jeffrey Cc: Jagdeep Bachher; Amy Jaffe WW) Subject: Shareholder Request from The Regents of the University of California This is being sent on behalf ofJagdeep Bachher, Chief Investment O?icer and Vice President of Investments, University of Cal??omio. Dear Mr. Woodbury, I am writing on behalf of The Regents of the University ofCalifornia to co-?le the enclosed shareholder preposal. Attached please ?nd a letter from myself expressing our intention to co-?le, the shareholder proposal, and a letter from our custodian bank confirming ownership of Exxon Mobil shares in excess of $2,000 for at ieast the immediately preceding twelve months. Thank you and please feel free to get in touch with any further questions-on this matter. Sincerely, Jagdeep IBach her JoAnne Yonemura Executive Assistant to Chief Investment Of?cer Jagdeep Bachher University of California 1111 Broadway Suite 2100 Oakland, CA 94607 PH: 510-987-0538 THE REGENTS OF THE UNIVERSITY OF CALIFORNIA OFFICE OF THE CHIEF INVESTMENT OFFICER 1111 Broadway Suite 2 100 Oaldand, CA 94507 (510) 987-9600 RECEIVED December15,2015 ef??ey Woodbury Corporate Secretary DEC 15 2015 ExxonMobil Corporation 5959 Las Colinas Boulevard 3' 0' Irving, Texas 75039-2298 Dear Mr. Woodbury: I am writing on behalf of The Regents of the University of California to co-?le the enclosed shareholder resolution. In brief, the resolution states: RESOLVED: Shareholders request that by 2017 ExxonMobil publish an annual assessment of long term portfolio impacts of public climate change policies, at reasonable cost and omitting preprietary in?srmation. The assessment can be incorporated into existing reporting and should analyze the impacts on ExxonMobil?s oil and gas reserves and resources under a scenario in which reduction in demand results from carbon restrictions and related rules or commitments adapted by governments consistent with the globally agreed upon 2 degree target. The reporting should assess the resilience of the company's full portfolio of reserv and resomces through 2040 and beyond and address the ?nancial risks associated with such a scenario. I submit the enclosed proposal to you for inclusion in accordance with rule 1411-8 of the Securities and Exchange Act of 1934 and ask that it be included in your proxy statement. A letter ?-om State Street Bank and Trust, the Fund's custodial bank, verifying the Fund's ownership of ExxonMobil Corporation shares. continually for over one year, is enclosed. The Fund intends to continue to hold at least $2,000 worth of these securities through the date of the annual meeting. We would be happy to discuss this initiative with you. We consider Patrick Doherty of the State of New York O?ce of the State Comptroller as the "primary ?ler" of this resolution, and ourselves as a co-?ler. We deputize Patrick Doherty of the State of New York Of?ce of the State Comptroller to withdraw this resolution on our behalf should ExxonMobil decide to endorse its provisions as company policy. Please feel free to contact me at (510) 987-0260 or email at iagdeepbaclmgi?mpedu should you have any further questions on this matter. cerely, a?liher Chief Investment Of?cer (NOTE: All text below this sentence is part of the submitted stock holder resolution.) This resolution is submitted by the New York State Common Retirement Fund and the endowment fund of the Church of England as lead proponents of a ?ling group. RESOLVED: Shareholders request that by 2017 ExxonMobil publish an annual assessment of long term portfolio impacts of public climate change policies, at reasonable cost and omitting proprietary information. The assessment can be incorporated into existing reporting and should analyze the impacts on EnonMobil?s oil and gas reserves and resources under a scenario in which reduction in demand results from carbon restrictions and related rules or commitments adopted by consistent with the globally agreed upon 2 degree target. The reporting should assess the resilience of the company?s full portfolio of reserves and resomces through 2040 and beyond and address the ?nancial risks associated with such a scenario. Supporting Statement: It is our intention that this be a supportive but stretching resolution that ensures the long- term success of the company. Recognizing the severe and pervasive economic and societal risks associated with a warming climate, global governments have agreed that increases in global temperature should be held below 2 degrees Celsius ?'om pro-industrial levels (Cancun Agreement). Pursuant to the Durban Platform, 184 parties submitted plans to reduce greenhouse gas emissions in advance of the 21" Conference of the Parties. In November 2014 the United States and China agreed to policy and regulatory actions to reduce greenhouse gas emissions and re-af?rmed and expanded those actiorm in September 2015. ExxonMobil recognized in its 2014 that ?a number of countries have adopted, or are considering adaption of, regulatory frameworks to reduce greenhouse gas emissions," and that such policies, regulations, and actions could make its ?products more expensive, lengthen project implementation timelines and reduce demand for hydrocarbons," but ExxonMobil has not presented any analysis of how its portfolio performs under a 2 degree scenario. In response to a previous shareholder resolution regarding Carbon Asset Risk, ExxonMobil asserted ?that an arti?cial capping of carbon-based fuels to levels in the ?low carbon scenario' [such as IBA 450ppm] is highly unlikely? and did not test its portfolio against a 2 degree scenario. However, ExxonMobil's peers, Shell, BP, and Statoil hat/e recognized the importance of assessing the impacts of these scenarios by endorsing the ?Strategic Resilience for 2035 and beyond? resolutions that received almost mzanimous investor support in 2015. BHP Billiton now publishes a ?Climate Change: Portfolio Analysis" evaluating its assets against 2 degree scenarios, and states that it stress tests its portfolio against 2 degree scenarios. More recently, ten major oil and gas companies have announced that they will support the implementation of clear stable policy frameworks consistent with a 2 degree future. This resolution aims to ensure that ExxonMobil fully evaluates and mitigates risks to the viability of its assets as a result of public climate change policies, including in a 2 degrees scenario. 12/15115 ExxonMobil Corporation 5959 Las Colinas Boulevard Irving, Texas 75039-2298 Attn: Jeffrey Woodbury State Street Bank and Trust. as custodian for the University of California, The Regents. to the best of our knowledge declares the following: 1) State Street Bank and Trust performs master custodial services for the University of California, The Regents. 2) As of the date of this declaration and continuousty for at least the immediately preceding twelve months, University of California. The Regents Is and has been the bene?cial owner of shares of common stock of EnconMobil Corporation. having a market value in excess of $2,000. 3) Such shares bene?cially owned by the University of California, The Regents are custodled by State Street Bank and through the electronic book-entry services of the Depository Trust Company (DTC). State Street is a participant (Participant Number 0997) of DTC and shares registered under participant 0997 are bene?cially owned by the University of Califomla. The Regents. Signed this 15?? day of December in Sacramento. California. STATE STREET BANK AND TRUST As custodian for University of California. The Regents By: LAMS Name: Natalia L. Gomez Title: Assistant Vice President Information Ciassi?cation: Limited Access Exxon Mobil Corporation Investor Relations 5959 Las Colinas Boulevard lrving,TX 75039-2298 ExonMobil December 22, 2015 VIA UPS OVERNIGHT DELIVERY Mr. Jagdeep Singh Bachher Chief Investment Officer The Regents of the University of California 1111 Broadway, Suite 2100 Oakland, CA 94607 Dear Mr. Bachher: This will acknowledge receipt of your letter indicating that you wish to co-?le on behalf of The Regents of the University of California, the proposal previously submitted by the New York State Common Retirement Fund concerning a Report on Impacts of Climate Change Policies (the ?Proposal?) in connection with ExxonMobil's 2016 annual meeting of shareholders. By copy of a letter from State Street. share ownership has been verified. In light of the guidance in SEC staff legal bulletin No. 14F dealing with co-?lers of shareholder proposals, it is important to ensure that the lead filer has clear authority to act on behalf of all co-?lers, including with respect to any potential negotiated withdrawal of the Proposal. Unless the lead filer can represent that it holds such authority on behalf of all co-filers, and considering SEC staff guidance, it will be dif?cult for us to engage in productive dialogue concerning this Proposal. Note that under Staff Legal Bulletin No. 14F. the SEC will distribute no-action responses under Rule 14a-8 by email to companies and proponents. We encourage all proponents and any co-filers to include an email contact address on any additional correspondence, to ensure timely communication in the event the Proposal is subject to a no-action request. Sincerely, Brian D. Tinsley Manager, Shareholder Relations BDT/ljg Dutchover, Aileen From: Gilbert. Jeanine Sent: Monday, December 28, 2015 12:54 PM To: Dutchover, Alyssa Subject: FW: UPS Delivery Notification, Tracking Number 1275105)? 392604070 Best regards. Jeanine Gilbert Shareholder Relations ExxonMobll 5959 Les Colinae Blvd. IrvingI TX 75039 "Be kl nder than necessary, for everyone you meet is ?ghting some kind of battle!? From: UPS Quantum View Sent: Monday, December 28, 2015 12:48 PM To: Gilbert, Jeanine Subject: UPS Delivery Noti?cation, Tracking Number 1275105X1392604070 *"Do not reply to this e?mail. UPS and EXXON MOBIL GLOBAL SERVICES CO will not receive your reply. At the request of EXXON MOBIL GLOBAL SERVICES CO, this notice is to con?rm that the following shipment has been delivered. Important Delivery Information Tracking Number: Delivery Date I Time: 28-December-2015 I 10:27 AM Delivery Location: FRONT DESK Signed by: CHU Shipment Detail Ship To: JAGDEEP SINGH BACHHER 1111 BROADWAY ROOM 2100 OAKLAND CA 94607 US Number of Packages: 1 UPS Service: NEXT DAY AIR SAVER Shipment Type: Letter Reference Number 1: 6401 Reference Number 2: EM ACK-LTR 2015 United Parcel Service of America, Inc. UPS, the UPS brandmark, and the color brown are trademarks of United Parcel Service of America, Inc. All rights reserved. All trademarks, trade names, or service marks that appear in connection with UPS's services are the property of their reSpective owners. Please do not reply directly to this e-mail. UPS will not receive any reply message. For more Information on UPS's privacy practices, refer to the UPS Privacy Notice. For questions or comments, visit Contact UPS. This communication contains proprietary information and may be con?dential. If you are not the intended recipient, the reading, copying, disclosure or other use of the contents of this email is str1ctly prohibited and you are instructed to please delete this e-mall immediately. WINE: Gilbert, Jeanine From: Tinsley, Brian Sent: Monday, December 14, 2015 3:47 PM To: Gilbert, Jeanine; Glass, Ginger Subject: FW: Shareholder Request from the Vermont Pension Investment Committee Attachments: image001.png; ATT00001.htm; ATT00002.htm Please note State of Vermont co?ling the New York State proposal. ET From: Wood bury, Jeffrey Sent: Monday, December 14, 2015 3:46 PM To: Luettgen, Robert Tinsley, Brian Parsons, Jim Subject: Fwd: Shareholder Request from the Vermont Pension Investment Committee Please note. Sent from my iPhone Begin forwarded message: From: "Green, Katie" Date: December 14, 2015 at 2:36:01 PM MST To: "Woodbury, Jeffrey Cc: ?Pearce, Beth" "Considine, Matt" "Lueders?Dumont, Tim" Subject: Shareholder Request from the Vermont Pension Investment Committee Dear Mr. Woodbury, Attached please ?nd the Vermont Pension Investment Committee's ?ling letter and shareholder resolution. A proof of ownership is within the attachment. A hard copy of these materials has also been sent to you today via Fed Ex. If you have any questions or concerns please contact me or Tim Lueders?Dumont (cc?d above) at the VermOnt State Treasurer?s Office. If you could please confirm receipt of this email with its materials, I would be appreciative. Thank you. Best Regards, Katie Green ELIZABETH A. PEARCE chwmao PROPERTY DIVISION STATE TREASURER (802)828-2407 RETIREMENT DIVISION ACCOUNTING DIVISION TEL: (802) 8282305 TEL: (802) 828-2301 FAX: (802) 828-5182 FAX: (802) 828-2884 STATE OF VERMONT OFFICE OF THE STATE TREASURER December 14, 2015 Ec Mr. Jeffrey Woodbury DEC 1 4 2015 Secretary ExxonMobiICorporation B. D. 5959 Las Colinas Boulevard Irving, TX 75039-2298 Dear Mr. Woodbury, The Vermont Pension Investment Committee (VPIC) considers social, environmental, and ?nancial factors in our investment decisions. The VPIC has a long?term investment strategy consistent with the duration of Retirement System liabilities. It strives to be a thoughtful, analytical, and patient investor that believes portfolio risk management is a central ?duciary responsibility. The VPIC believes reports and enhanced disclosure addressing potential environmental liabilities and sustainable development offer formal structure for decision making that helps management teams anticipate and address important risks and global trends that can have serious consequences for business and society. The VPIC is ?ling this resolution with the belief that a business plan with well accessed risks to climate change will strengthen the company?s competitive position, protect shareholder value, and effectively manage climate risk; in addition to helping focus the dialogue further in future communications between shareholders and management. Vermont Pension investment Committee is the owner of over $2,000 of ExxonMobil stock held continuously for over one year. Vermont Pension Investment Committee intends to continue to hold this stock until after the upcoming Annual Meeting. I hereby notify ExxonMobil of Vermont Pension Investment Committee's intention to co-file the enclosed shareholder resolution and am submitting the enclosed shareholder proposal for inclusion in the 2016 proxy statement, in accordance with Rule 14a-8 of the General Rules and Regulations of the Securities Exchange Act of 1934. Vermont Pension Investment Committee is co??ling this resolution with New York State Common Retirement Fund and the endowment fund of the Church of England, who are the lead ?lers ofthis resolution and are authorized to act on our behalf in all aSpects of the resolution including negotiation and withdrawal of the resolution. A proof of ownership is attached. A representative of the lead filers will attend the stockholders' meeting to move the resolution as required. We look forward to discussing the issues surrounding the requested report at your earliest convenience. Sincerely, BMW Elizabeth A. Pearce Vermont State Treasurer 109 STATE STREET - MONTPELIER, VERMONT05609-6200 TREASURER: (802) 828-2 301 - Tow FREE (IN VT ONLY): 1-800-642-3191 - FAX: (802) 828-2772 (NOTE: All text below this sentence is part of the submitted stock holder resolution.) This resolution is submitted by the New York State Common Retirement Fund and the endowment fund of the Church of England as lead proponents of a ?ling group. RESOLVED: Shareholders request that by 2017 ExxonMobil publish an annual assessment of long term portfolio impacts of public climate change policies, at reasonable cost and omitting proprietary information. The assessment can be incorporated into existing reporting and should analyze the impacts on ErotonMobil?s oil and gas reserves and resources under a scenario in which reduction in demand results from carbon restrictions and related rules or commitments adopted by governments consistent with the globally agreed upon 2 degree target. The reporting should assess the resilience of the company?s full pordolio of reserves and resources through 2040 and beyond and address the ?nancial risks associated with such a scenario. Supporting Statement: It is our intention that this be a supportive but stretching resolution that ensures the long- term success of the company. Recognizing the severe and pervasive economic and societal risks associated with a warming climate, global governments have agreed that increases in global temperance should be held below 2 degrees Celsius from pre-indusuial levels (Cancun Agreement). Pursuant to the Durban Platform, 184 parties submitted plans to reduce greenhouse gas emissions in advance of the 21" Conference of the Parties. In November 2014 the United States and China agreed to policy and regulatory actions to reduce greenhouse gas emissions and re-af?rmed and expanded those actions in September 2015. ExxonMobil recognized in its 2014 that ?a number of countries have adOpted, or are considering adoption of, regulatory frameworks to reduce greenhouse gas emissions,? and that such policies, regulations, and actions could make its ?products more expensive, lengthen project implementation timelines and reduce demand for hydrocarbons,? but ExxonMobil has not presented any analysis of how its portfolio performs under a 2 degree scenario. In response to a previous shareholder resolution regarding Carbon Asset Risk, ExxonMobil asserted ?that an arti?cial capping of carbon-based fuels to levels in the ?low carbon scenario? [Such as 450ppm] is highly unlikely? and did not test its portfolio against a 2 degree scenario. However, ExxonMobil?s peers, Shell, BP, and Statoil have recognized the importance of assessing the impacts of these scenarios by endorsing the ?Strategic Resilience for 2035 and beyon resolutions that received almost unanimous investor support in 2015. BHP Billiton now publishes a ?Climate Change: Portfolio Analysis" evaluating its assets against 2 degree scenarios, and ConocoPhillips states that it stress tests its portfolio against 2 degree scenarios. More recently, ten major oil and gas companies have announced that they will support the implementation of clear stable policy frameworks consistent with a 2 degree future. This resolution aims to ensure that ExxonMobil fully evaluates and mitigates risks to the viability of its assets as a result of public climate change policies, including in a 2 degrees scenario. J.P.Morgan Daniel Murphy JPMorgan Chase NA. 4 Chase Metrotech Center, Floor 16 Brooklyn, NY 11245-0001 December 14, 2015 Exxon Mobil Corporation Re: State of Vermont Pension and Investment Committee To whom it may concern: As custodian of The State of Vermont Pension and Investment Committee (the "Fund"), we are writing to report that as of the close of business December 14, 2015 the Fund held 2,960 shares of E>ooronMobil shares for the one-year period preceding and including December 7, 2015; or Ms. Krumboltz Page 2 if the Co~?ler has filed with the SEC a Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5, or amendments to those documents or updated forms, re?ecting the Co-filer's ownership of the requisite number of ExxonMobil shares as of or before the date on which the one-year eligibility period begins, a copy of the schedule and/or form, and any subsequent amendments reporting a change in the ownership level and a written statement that the Co??ler continuously held the requisite number of ExxonMobil shares for the one-year period. If you intend to demonstrate ownership by submitting a written statement from the ?record? holder of your shares as set forth in the first bullet point above, please note that most large US. brokers and banks deposit their customers? securities with, and hold these securities through, the Depository Trust Company a registered clearing agency that acts as a securities depository (DTC is also known through the account name of Cede 00.). Such brokers and banks are often referred to as ?participants? in DTC. In Staff Legal Bulletin No. 14F (October 18, 2011) (copy enclosed), the SEC staff has taken the View that only DTC participants should be viewed as ?record? holders of securities that are deposited with DTC. The Co?filer can con?rm whether its broker or bank is a DTC participant by asking its broker or bank or by checking the listing of current DTC participants. which may be available on the internet at: In these situations, shareholders need to obtain proof of ownership from the DTC participant through which the securities are held, as follows: 0 If the Co-filer?s broker or bank is a DTC participant, then the Co-?ler needs to submit a written statement from its broker or bank verifying that the Co-?ler continuously held the requisite number of ExxonMobil shares for the one-year period preceding and including December 7, 2015. If the Co-?ler?s broker or bank is not a DTC participant, then the Co-?ler needs to submit proof of ownership from the DTC participant through which the securities are held verifying that the Co?filer continuously held the requisite number of ExxonMobil shares for the one?year period preceding and including December 7, 2015. The Co-filer should be able to ?nd out who this DTC participant is by asking the Co-?ler?s broker or bank. If the Co-filer's broker is an introducing broker, the Co-?ler may also be able to learn the identity and telephone number of the DTC participant through the Co-filer's account statements, because the clearing broker identified on the Co-?ler?s account statements will generally be a DTC participant. If the DTC participant that holds the Co-filer?s shares knows the Co-filer?s broker?s or bank?s holdings, but does not know the Co?filer?s holdings, the Co?filer needs to satisfy the proof of ownership requirement by obtaining and submitting two proof of ownership statements verifying that, for the one-year period preceding and including December 7, 2015, the required amount of securities were continuously held - one from the Co-filer's broker or bank confirming the ownership, and the other from the DTC participant confirming the broker or bank?s ownership. Ms. Krumboltz Page 3 The rules require that any response to this letter must be postmarked or transmitted electronically to us no later than 14 calendar days from the date this letter is received. Please mail any response to me at ExxonMobil at the address shown above. Alternatively, you may send your response to me via facsimile at 972-444-1233, or by email to In light of the SEC staff legal bulletin No. 14F dealing with Co-filers of shareholder proposals, it is important to ensure that the lead filer has clear authority to act on behalf of all Co?filers, including with respect to any potential negotiated withdrawal of the Proposal. Unless the lead ?ler can represent that it holds such authority on behalf of all Co-?lers, and considering SEC staff guidance. it will be difficult for us to engage in productive dialogue concerning this Proposal. Note that under Staff Legal Bulletin No. 14F, the SEC will distribute no-action responses under Rule ?Ma-8 by email to companies and proponents. We encourage all proponents and co??lers to include an email contact address on any additional correspondence. to ensure timely communication in the event the Proposal is subject to a no?action request. Sincerely. Brian D. Tinsley Manager, Shareholder Relations Enclosures c: Tim Smith, Walden Asset Management Attachments 14F and Rule 143-8 have been omitted for copying and scanning purposes only. Dutchover. Al?sa From: Sent: To: Subject: Best regards. Jeanine Gilbert Shareholder Relations ExxonMobil 5959 Les Colinae Blvd. lrving, TX 76039 Gilbert, Jeanine Monday, December 21, 2015 12:42 PM Dutchover, Alyssa FW: UPS Delivery Noti?cation, Tracking Number 1275105)? 392588035 ?Be klnder than necessary, for everyone you meet Is some kind of battle!" From: UPS Quantum View [mailtoza Sent: Wednesday. December 16, 2015 4:39 PM To: Gilbert, Jeanine Subject: UPS Delivery Noti?cation, Tracking Number 1275105x1392538035 not reply to this e-mail. UPS and EXXON MOBIL GLOBAL SERVICES C0 will not receive your reply. At the request of EXXON MOBIL GLOBAL SERVICES CO, this notice is to con?rm that the following shipment has been delivered. Important Delivery Information Tracking Number: 1275 105X1392588035 Delivery Date I Time: lG-December-ZOIS 2:32 PM Delivery Location: OFFICE Signed by: CAMBRIDGE Shipment Detail Ship To: Ann Krumboltz The Brainerd Foundation 1601 2ND AVE ROOM 610 SEATTLE WA 9810] US Number of Packages: 1 UPS Service: NEXT DAY AIR SAVER Shipment Type: Letter Reference Number 1: 6401 Reference Number 2: EM 2015 United Parcel Service of America, Inc. UPS, the UPS brandrnark, and the color brown are trademarks of United Parcel Service of America, Inc. All rights reserved. All trademarks. trade names.r or service marks that appear in connection with UPS's services are the property of their respective owners. Please do not reply directly to this e-mall. UPS will not receive any reply message. For more information on UPS's pnvacy practices, refer to the UPS Privacy Notice. For questions or comments, visit Contact UPS. This communication contains proprietary information and may be con?dential. If you are not the Intended recipient, the reading, copying, disclosure or other use of the contents of this e-mail is strictly prohibited and you are to please delete this e-mall immediately. WIN Exhibit 2014 Carbon Report Energy and Carbon -- Managing the Risks ExxonMobil1 engages in constructive and informed dialogue with a wide variety of stakeholders on a number of energy-related topics. This report seeks to address important questions raised recently by several stakeholder organizations on the topics of global energy demand and supply, climate change policy, and carbon asset risk. As detailed below, ExxonMobil makes long-term investment decisions based in part on our rigorous, comprehensive annual analysis of the global outlook for energy, an analysis that has repeatedly proven to be consistent with the International Energy Agency World Energy Outlook, the U.S. Energy Information Administration Annual Energy Outlook, and other reputable, independent sources. For several years, our Outlook for Energy has explicitly accounted for the prospect of policies regulating greenhouse gas emissions (GHG). This factor, among many others, has informed investments decisions that have led ExxonMobil to become the leading producer of cleaner-burning natural gas in the United States, for example. Based on this analysis, we are confident that none of our hydrocarbon reserves are now or will become “stranded.” We believe producing these assets is essential to meeting growing energy demand worldwide, and in preventing consumers – especially those in the least developed and most vulnerable economies – from themselves becoming stranded in the global pursuit of higher living standards and greater economic opportunity. 1 As used in this document, “ExxonMobil” means Exxon Mobil Corporation and/or one or more of its affiliated companies. Statements of future events or conditions in this report are forward-looking statements. Actual future results, including economic conditions and growth rates; energy demand and supply sources; efficiency gains; and capital expenditures, could differ materially due to factors including technological developments; changes in law or regulation; the development of new supply sources; demographic changes; and other factors discussed herein and under the heading “Factors Affecting Future Results” in the Investors section of our website at: www.exxonmobil.com. The information provided includes ExxonMobil’s internal estimates and forecasts based upon internal data and analyses, as well as publicly available information from external sources including the International Energy Agency. Citations in this document are used for purposes of illustration and reference only and any citation to outside sources does not necessarily mean that ExxonMobil endorses all views or opinions expressed in or by those sources. 1 1. Strong Correlation between Economic Growth and Energy Use The universal importance of accessible and affordable energy for modern life is undeniable. Energy powers economies and enables progress throughout the world. It provides heat for homes and businesses to protect against the elements; power for hospitals and clinics to run advanced, life-saving equipment; fuel for cooking and transportation; and light for schools and streets. Energy is the great enabler for modern living and it is difficult to imagine life without it. Given the importance of energy, it is little wonder that governments seek to safeguard its accessibility and affordability for their growing populations. It is also understandable that any restrictions on energy production that decrease its accessibility, reliability or affordability are of real concern to consumers who depend upon it. 2 2. World Energy Needs Keep Growing Each year, ExxonMobil analyzes trends in energy and publishes our forecast of global energy requirements in our Outlook for Energy. The Outlook provides the foundation for our business and investment planning, and is compiled from the breadth of the company’s worldwide experience in and understanding of the energy industry. It is based on rigorous analyses of supply and demand, technological development, economics, and government policies and regulations, and it is consistent with many independent, reputable third-party analyses. ExxonMobil’s current Outlook for Energy extends through the year 2040, and contains several conclusions that are relevant to questions raised by stakeholder organizations. Understanding this factual and analytical foundation is crucial to understanding ExxonMobil’s investment decisions and approach to the prospect of further constraints on carbon. World population increases. Ultimately, the focus of ExxonMobil’s Outlook for Energy – indeed, the focus of our business – is upon people, their economic aspirations and their energy requirements. Accordingly, our analysis begins with demographics. Like many independent analyses, ExxonMobil anticipates the world’s population will add two billion people to its current total of seven billion by the end of the Outlook period. The majority of this growth will occur in developing countries. World GDP grows. The global economy will grow as the world’s population increases, and it is our belief that GDP gains will outpace population gains over the Outlook period, resulting in higher living standards. Assuming sufficient, reliable and affordable energy is available, we see world GDP growing at a rate that exceeds population growth through the Outlook period, almost tripling in size from what it was globally in 2000.2 It is 2 We see global GDP approaching $120 trillion, as compared to $40 trillion of global GDP in 2000 (all in constant 2005 USA$’s). GDP per capita will also grow by about 80 percent between 2010 and 2040, despite the increase in population. 3 largely the poorest and least developed of the world’s countries that benefit most from this anticipated growth. However, this level of GDP growth requires more accessible, reliable and affordable energy to fuel growth, and it is vulnerable populations who would suffer most should that growth be artificially constrained. Energy demand grows with population and GDP. As the world becomes more populous and living standards improve over the Outlook period, energy demand will increase as well. We see the world requiring 35 percent more energy in 2040 than it did in 2010. The pace of this energy demand increase is higher than the population growth rate, but less than global GDP growth rate. Greater energy efficiency is a key reason why energy demand growth trails economic growth. We see society implementing policy changes that will promote energy efficiency, which will serve to limit energy demand growth. We also see many governments adopting policies that promote the switch to less carbonintensive fuels, such as natural gas. As noted in the chart above, energy demand in 2040 could be almost double what it would be without the anticipated efficiency gains. 4 ExxonMobil believes that efficiency is one of the most effective tools available to manage greenhouse gas emissions, and accordingly our company is making significant contributions to energy efficiency, both in our own operations and in our products. Energy-related CO2 emissions stabilize and start decreasing. As the world’s population grows and living standards increase, we believe GHG emissions will plateau and start decreasing during the Outlook period. In the OECD countries, energy-based GHG emissions have already peaked and are declining. Our views in this regard are similar to other leading, independent forecasts.3 As part of our Outlook process, we do not project overall atmospheric GHG concentration, nor do we model global average temperature impacts.4 However, we do project an energy-related CO2 emissions profile through 2040, and this can be compared 3 For example, the IEA predicts that energy-related emissions will grow by 20%, on trend but slightly higher than our Outlook. See www.worldenergyOutlook.org. 4 These would require data inputs that are well beyond our company’s ability to reasonably measure or verify. 5 to the energy-related CO2 emissions profiles from various scenarios outlined by the Intergovernmental Panel on Climate Change (IPCC). When we do this, our Outlook emissions profile through 2040 would closely approximate the IPCC’s intermediate RCP 4.5 emissions profile pathway in shape, but is slightly under it in magnitude.5 All economic energy sources are needed to meet growing global demand. In analyzing the evolution of the world’s energy mix, we anticipate renewables growing at the fastest pace among all sources through the Outlook period. However, because they make a relatively small contribution compared to other energy sources, renewables will continue to comprise about 5 percent of the total energy mix by 2040. Factors limiting further penetration of renewables include scalability, geographic dispersion, intermittency (in the case of solar and wind), and cost relative to other sources. 5 The IPCC RCP 4.5 scenario extends 60 years beyond our Outlook period to the year 2100, and incorporates a full carbon cycle analysis. The relevant time horizons differ and we do not forecast potential climate impacts as part of our Outlook, and therefore cannot attest to their accuracy. 6 The cost limitations of renewables are likely to persist even when higher costs of carbon are considered. 3. Climate Change Risk ExxonMobil takes the risk of climate change seriously, and continues to take meaningful steps to help address the risk and to ensure our facilities, operations and investments are managed with this risk in mind. Many governments are also taking these risks seriously, and are considering steps they can take to address them. These steps may vary in timing and approach, but regardless, it is our belief they will be most effective if they are informed by global energy demand and supply realities, and balance the economic aspirations of consumers. 7 4. Carbon Budget and Carbon Asset Risk Implications One focus area of stakeholder organizations relates to what they consider the potential for a so-called carbon budget. Some are advocating for this mandated carbon budget in order to achieve global carbon-based emission reductions in the range of 80 percent through the year 2040, with the intent of stabilizing world temperature increases not to exceed 2 degrees Celsius by 2100 (i.e., the “low carbon scenario”). A concern expressed by some of our stakeholders is whether such a “low carbon scenario” could impact ExxonMobil’s reserves and operations – i.e., whether this would result in unburnable proved reserves of oil and natural gas. The “low carbon scenario” would require CO2 prices significantly above current price levels. In 2007, the U.S. Climate Change Science Program published a study that examined, among other things, the global CO2 cost needed to drive investments and transform the global energy system, in order to achieve various atmospheric CO2 stabilization pathways. The three pathways shown in the chart below are from the MIT IGSM model used in the study, and are representative of scenarios with assumed climate policies that stabilize GHGs in the atmosphere at various levels, from 650 ppm CO2 down to 450 ppm CO2, a level approximating the level asserted to have a reasonable chance at meeting the “low carbon scenario.” Meeting the 450 ppm pathway requires large, immediate reductions in emissions with overall net emissions becoming negative in the second half of the century. Non-fossil energy sources, like nuclear and renewables, along with carbon capture and sequestration, are deployed in order to transform the energy system. Costs for CO2 required to drive this transformation are modeled. In general, CO2 costs rise with more stringent stabilization targets and with time. Stabilization at 450 ppm would require CO2 prices significantly above current price levels, rising to over $200 per ton by 2050. By comparison, current EU Emissions Trading System prices are approximately $8 to $10 per ton of CO2. In the right section of the chart below, different levels of added CO2 are converted to estimated added annual energy costs for an average American family earning the median 8 income. For example, by 2030 for the 450ppm CO2 stabilization pathway, the average American household would face an added CO2 cost of almost $2,350 per year for energy, amounting to about 5 percent of total before-tax median income. These costs would need to escalate steeply over time, and be more than double the 2030 level by mid-century. Further, in order to stabilize atmospheric GHG concentrations, these CO2 costs would have to be applied across both developed and developing countries. In 2008, the International Energy Agency estimated that reducing greenhouse gas emissions to just 50 percent below 2005 levels by 2050 would require $45 trillion in added energy supply and infrastructure investments.6 In this scenario, the IEA estimated that each year between 2005 and 2050 the world would need to construct 24 to 32 onethousand-megawatt nuclear plants, build 30 to 35 coal plants with carbon capture and 6 See IEA Energy Technology Perspectives 2008, Scenarios & Strategies to 2050. 9 sequestration capabilities, and install 3,700 to 17,800 wind turbines of four megawatt capacity. Transforming the energy system will take time. Energy use and mix evolve slowly due to the vast size of the global energy system. As shown in the chart below, biomass like wood was the primary fuel for much of humanity’s existence. Coal supplanted biomass as the primary energy source around 1900; it was not until the middle of the 20th century before oil overtook coal as the primary source of energy. We believe the transition to lower carbon energy sources will also take time, despite rapid growth rates for such sources. Traditional energy sources have had many decades to scale up to meet the enormous energy needs of the world. As discussed above, renewable sources, such as solar and wind, despite very rapid growth rates, cannot scale up quickly enough to meet global demand growth while at the same time displacing more traditional sources of energy. 10 A “low carbon scenario” will impact economic development. Another consideration related to the “low carbon scenario” is that capping of carbon-based fuels would likely harm those least economically developed populations who are most in need of affordable, reliable and accessible energy.7 Artificially restricting supplies can also increase costs, and increasing costs would not only impact the affordability and accessibility of energy, especially to those least able to pay, it could impact the rate of economic development and living standards for all. Increasing energy costs leads to a scarcity of affordable, reliable and accessible energy and can additionally lead to social instability. While the risk of regulation where GHG emissions are capped to the extent contemplated in the “low carbon scenario” during the Outlook period is always possible, it is difficult to envision governments choosing this path in light of the negative implications for economic growth and prosperity that such a course poses, especially when other avenues may be available, as discussed further below. 7 According to the International Energy Agency, 2.6 billion people still rely on biomass for cooking and over 15% of the world’s population lacks access to electricity (http://www.iea.org/topics/energypoverty/). 11 Even in a “low carbon scenario,” hydrocarbon energy sources are still needed. The IEA in its World Energy Outlook 2013 examined production of liquids from currentlyproducing fields, in the absence of additional investment, versus liquids demand, for both their lead “New Policies Scenario” and for a “450 Scenario.” As shown in the chart above, in both scenarios, there remains significant liquids demand through 2035, and there is a need for ongoing development and investment. Without ongoing investment, liquids demand will not be met, leaving the world short of oil. ExxonMobil believes that although there is always the possibility that government action may impact the company, the scenario where governments restrict hydrocarbon production in a way to reduce GHG emissions 80 percent during the Outlook period is highly unlikely. The Outlook demonstrates that the world will require all the carbonbased energy that ExxonMobil plans to produce during the Outlook period.8 Also, as discussed above, we do not anticipate society being able to supplant traditional carbonbased forms of energy with other energy forms, such as renewables, to the extent needed to meet this carbon budget during the Outlook period. 5. Managing the Risk ExxonMobil’s actions. ExxonMobil addresses the risk of climate change in several concrete and meaningful ways. We do so by improving energy efficiency and reducing emissions at our operations, and by enabling consumers to use energy more efficiently through the advanced products we manufacture. In addition, we conduct and support extensive research and development in new technologies that promote efficiency and reduce emissions. 8 ExxonMobil’s proved reserves at year-end 2013 are estimated to be produced on average within sixteen years, well within the Outlook period. See Exxon Mobil Corporation 2013 Financial & Operating Review, p. 22. It is important to note that this sixteen year average reserves-to-production ratio does not mean that the company will run out of hydrocarbons in sixteen years, since it continues to add proved reserves from its resource base and has successfully replaced more than 100% of production for many years. See Item 2 Financial Section of ExxonMobil’s 2013 Form 10-K for ExxonMobil’s proved reserves, which are determined in accordance with current SEC definitions. 12 In our operations, we apply a constant focus on efficiency that enables us to produce energy to meet society’s needs using fewer resources and at a lower cost. For example, ExxonMobil is a leader in cogeneration at our facilities, with equity ownership in more than 100 cogeneration units at more than 30 sites with over 5200 megawatts of capacity. This capacity, which is equivalent to the electricity needs of approximately 2.5 million U.S. households, reduces the burden on outside power and grid suppliers and can reduce the resulting emissions by powering ExxonMobil’s operations in a more efficient and effective manner. We also constantly strive to reduce the emission intensity of our operations. Cumulative savings, for example, between 2009 and 2012 amounted to 8.4 million metric tons of greenhouse gases. Many of ExxonMobil’s products also enable consumers to be more energy efficient and therefore reduce greenhouse gas emissions. Advancements in tire liner technology developed by ExxonMobil allow drivers to save fuel. Our synthetic lubricants also improve vehicle engine efficiency. And lighter weight plastics developed by ExxonMobil reduce vehicle weights, further contributing to better fuel efficiency. 9 ExxonMobil is also the largest producer of natural gas in the United States, a fuel with a variety of consumer uses, including heating, cooking and electricity generation. Natural gas emits up to 60 percent less CO2 than coal when used as the source for power generation. Research is another area in which ExxonMobil is contributing to energy efficiency and reduced emissions. We are on the forefront of technologies to lower greenhouse gas emissions. For example, ExxonMobil operates one of the world’s largest carbon capture 9 Using ExxonMobil fuel-saving technologies in one-third of U.S. vehicles, for example, could translate into a saving of about 5 billion gallons of gasoline, with associated greenhouse gas emissions savings equivalent to taking about 8 million cars off the road. 13 and sequestration (CCS) operations at our LaBarge plant in Wyoming. It is a co-venturer in another project, the Gorgon natural gas development in Australia, which when operational will have the largest saline reservoir CO2 injection facility in the world. The company is leveraging its experience with CCS in developing new methods for capturing CO2, which can reduce costs and increase the application of carbon capture for society. ExxonMobil also is actively engaged, both internally and in partnership with renowned universities and institutions, in research on new break-through technologies for energy. The company also engineers its facilities and operations robustly with extreme weather considerations in mind. Fortification to existing facilities and operations are addressed, where warranted due to climate or weather events, as part of ExxonMobil’s Operations Integrity Management System. ExxonMobil routinely conducts life cycle assessments (LCAs), which are useful to understand whether a technology can result in environmental improvements across a broad range of factors. For example, in 2011 we conducted a LCA in concert with Massachusetts Institute of Technology and Synthetic Genomics Inc. to assess the impact of algal biofuel production on GHG emissions, land use, and water use. The study demonstrated the potential that algae fuels can be produced with freshwater consumption equivalent to petroleum refining, and enable lower GHG emissions. A more recent LCA demonstrated that “well-to-wire” GHG emissions from shale gas are about half that of coal, and not significantly different than emissions of conventional gas. In addition, ExxonMobil is involved in researching emerging technologies that can help mitigate the risk of climate change. For example, the company has conducted research into combustion fundamentals with automotive partners in order to devise concepts to improve the efficiency and reduce emissions of internal combustion engines. ExxonMobil has also developed technology for an on-board hydrogen-powered fuel cell that converts other fuels into hydrogen directly under a vehicle’s hood, thereby eliminating the need for separate facilities for producing and distributing hydrogen. This 14 technology can be up to 80 percent more fuel efficient and emit 45 percent less CO2 than conventional internal combustion engines. The company is also a founding member of the Global Climate and Energy Project at Stanford University, a program that seeks to develop fundamental, game-changing scientific breakthroughs that could lower GHG emissions. Government policy. Addressing climate risks is one of many important challenges that governments face on an ongoing basis, along with ensuring that energy supplies are affordable and accessible to meet societal needs. Energy companies like ExxonMobil can play a constructive role in this decision-making process by sharing our insights on the most effective means of achieving society’s goals given the workings of the global energy system and the realities that govern it. The introduction of rising CO2 costs will have a variety of impacts on the economy and energy use in every sector and region within any given country. Therefore, the exact nature and pace of GHG policy initiatives will likely be affected by their impact on the economy, economic competitiveness, energy security and the ability of individuals to pay the related costs. Governments’ constraints on use of carbon-based energy sources and limits on greenhouse gas emissions are expected to increase throughout the Outlook period. However, the impact of these rising costs of regulations on the economy we expect will vary regionally throughout the world and will not rise to the level required for the “low carbon scenario.” These reasonable constraints translate into costs, and these costs will help drive the efficiency gains that we anticipate will serve to curb energy growth requirements for society as forecasted over the Outlook period. We also see these reasonable constraints leading to a lower carbon energy mix over the Outlook period, which can serve to further reduce greenhouse gas emissions. For example, fuel switching to cleaner burning fuels such as natural gas has significantly 15 contributed to the United States reducing greenhouse gas emissions last year to levels not seen since 1994. Furthermore, the impact of efficiency is expected to help stabilize and eventually to reduce GHG emissions over the Outlook period, as discussed previously. These constraints will also likely result in dramatic global growth in natural gas consumption at the expense of other forms of energy, such as coal. We see the continued focus on efficiency, conservation and fuel switching as some of the most effective and balanced ways society can address climate change within the Outlook period in a manner that avoids the potentially harmful and destabilizing consequences that the artificial capping of needed carbon-based energy sources implied within the “low carbon scenario” can cause.10 6. Planning Bases and Investments ExxonMobil is committed to disciplined investing in attractive opportunities through the normal fluctuations in business cycles. Projects are evaluated under a wide range of possible economic conditions and commodity prices that are reasonably likely to occur, and we expect them to deliver competitive returns through the cycles. We do not publish the economic bases upon which we evaluate investments due to competitive considerations. However, we apply prudent and substantial safety margins in our planning assumptions to help ensure robust returns. In assessing the economic viability of proved reserves, we do not believe a scenario consistent with reducing GHG emissions by 80 percent by 2050, as suggested by the “low carbon scenario,” lies within the “reasonably likely to occur” range of planning assumptions, since we consider the scenario highly unlikely. The company also stress tests its oil and natural gas capital investment opportunities, which provides an added margin of safety against uncertainties, such as those related to technology, costs, geopolitics, availability of required materials, services, and labor, etc. 10 Permitting the freer trade and export of natural gas is but one way, for example, where countries that rely on more carbon-intense forms of energy can increase their use of cleaner-burning fuels. 16 Such stress testing differs from alternative scenario planning, such as alternate Outlooks, which we do not develop, but stress testing provides us an opportunity to fully consider different economic scenarios in our planning and investment process. The Outlook is reviewed at least annually, and updated as needed to reflect changes in views and circumstances, including advances in technology. We also address the potential for future climate-related controls, including the potential for restriction on emissions, through the use of a proxy cost of carbon. This proxy cost of carbon is embedded in our current Outlook for Energy, and has been a feature of the report for several years. The proxy cost seeks to reflect all types of actions and policies that governments may take over the Outlook period relating to the exploration, development, production, transportation or use of carbon-based fuels. Our proxy cost, 17 which in some areas may approach $80/ton over the Outlook period11, is not a suggestion that governments should apply specific taxes. It is also not the same as a “social cost of carbon,” which we believe involves countless more assumptions and subjective speculation on future climate impacts. It is simply our effort to quantify what we believe government policies over the Outlook period could cost to our investment opportunities. Perhaps most importantly, we require that all our business segments include, where appropriate, GHG costs in their economics when seeking funding for capital investments. We require that investment proposals reflect the climate-related policy decisions we anticipate governments making during the Outlook period and therefore incorporate them as a factor in our specific investment decisions. When governments are considering policy options, ExxonMobil advocates an approach that ensures a uniform and predictable cost of carbon; allows market prices to drive solutions; maximizes transparency to stakeholders; reduces administrative complexity; promotes global participation; and is easily adjusted to future developments in climate science and policy impacts. We continue to believe a revenue-neutral carbon tax is better able to accommodate these key criteria than alternatives such as cap-and-trade. Our views are based on our many years of successful energy experience worldwide and are similar to long-term energy demand forecasts of the International Energy Agency. As discussed previously, we see population, GDP and energy needs increasing for the world over the Outlook period, and that all economically viable energy sources will be required to meet these growing needs. We believe that governments will carefully balance the risk of climate change against other pressing social needs over the Outlook period, including the need for accessible, reliable and affordable energy, and that an artificial capping of carbon-based fuels to levels in the “low carbon scenario” is highly unlikely. 11 As noted in our Outlook, this amount varies from country to country, with that amount generally equating to OECD countries, and lower amounts applying to non-OECD countries. 18 7. Capital Allocation ExxonMobil maintains capital allocation discipline with rigorous project evaluation and investment selectivity, while consistently returning cash to our shareholders. Our capital allocation approach is as follows: I. II. III. Invest in resilient, attractive business opportunities Pay a reliable and growing dividend Return excess cash to shareholders through the purchase of shares. Although the company does not incorporate the “low carbon scenario” in its capital allocation plans, a key strategy to ensure investment selectivity under a wide range of economic assumptions is to maintain a very diverse portfolio of oil and gas investment opportunities. This diversity – in terms of resource type and corresponding development options (oil, gas, NGLs, onshore, offshore, deepwater, conventional, unconventional, LNG, etc.) and geographic dispersion is unparalleled in the industry. Further, the company does not believe current investments in new reserves are exposed to the risk of stranded assets, given the rising global need for energy as discussed earlier. 8. Optional Reserves Disclosure under SEC Rules Some have suggested that ExxonMobil consider availing itself of an optional disclosure available to securities issuers under Item 1202 of SEC Regulation S-K. 12 That SEC item provides, among other things, that “the registrant may, but is not required to, disclose, in the aggregate, an estimate of reserves estimated for each product type based on different price and cost criteria, such as a range of prices and costs that may reasonably be 12 The rules were subject to comment at the time that they were proposed. See Modernization of Oil and Gas Reporting, Securities and Exchange Commission, 17 CFR Parts 210, 211, 229, and 249 [Release Nos. 33-8995; 34-59192; FR-78; File Nos. S7-15-08] at p. 66. (www.sec.gov/rules/final/2008/33-8995.pdf) ExxonMobil also provided comments to the proposed provision. See Letter of Exxon Mobil Corporation to Ms. Florence Harmon, Acting Secretary, Securities and Exchange Commission, September 5, 2008, File Number S7-15-08 – Modernization of the Oil and Gas Reporting Requirements at p. 24. 19 achieved, including standardized futures prices or management’s own forecasts.” Proponents ask the company to use this option to identify the price sensitivity of its reserves, with special reference to long-lived unconventional reserves such as oil sands. We believe the public reporting of reserves is best done using the historical price basis as required under Item 1202(a) of Regulation S-K, rather than the optional sensitivity analysis under Item 1202(b), for several reasons. First and most importantly, historical prices are a known quantity and reporting on this basis provides information that can be readily compared between different companies and over multiple years.13 Proved reserve reporting using historical prices is a conservative approach that gives investors confidence in the numbers being reported. Using speculative future prices, on the other hand, would introduce uncertainty and potential volatility into the reporting, which we do not believe would be helpful for investors. In fact, we believe such disclosure could be misleading. Price forecasts are subject to considerable uncertainty. While ExxonMobil tests its project economics to ensure they will be robust under a wide variety of possible future circumstances, we do not make predictions or forecasts of future oil and gas prices. If reserves determined on a speculative price were included in our SEC filings, we believe such disclosure could potentially mislead investors, or give such prices greater weight in making investment decisions than would be warranted. We are also concerned that providing the optional sensitivity disclosure could enable our competitors to infer commercial information about our projects, resulting in commercial harm to ExxonMobil and our shareholders. We note that none of our key competitors to our knowledge provide the Item 1202(b) sensitivity disclosure. 13 We note the rules under 1202(a) use an average of monthly prices over the year rather than a single “spot” price, thus helping to reduce the effects of short-term volatility that often characterize oil and gas prices. 20 Lastly, we note that even when sensitivity disclosure under Item 1202(b) is included in a filing, the price and cost assumptions must be ones the company believes are reasonable. This disclosure item is therefore not intended or permitted to be a vehicle for exploring extreme scenarios. For all the above reasons, we do not believe including the sensitivity disclosure under Item 1202(b) in our SEC filings would be prudent or in the best interest of our shareholders. 9. Summary In summary, ExxonMobil’s Outlook for Energy continues to provide the basis for our long-term investment decisions. Similar to the forecasts of other independent analysts, our Outlook envisions a world in which populations are growing, economies are expanding, living standards are rising, and, as a result, energy needs are increasing. Meeting these needs will require all economic energy sources, especially oil and natural gas. Our Outlook for Energy also envisions that governments will enact policies to constrain carbon in an effort to reduce greenhouse gas emissions and manage the risks of climate change. We seek to quantify the cumulative impact of such policies in a proxy cost of carbon, which has been a consistent feature of our Outlook for Energy for many years. We rigorously consider the risk of climate change in our planning bases and investments. Our investments are stress tested against a conservative set of economic bases and a broad spectrum of economic assumptions to help ensure that they will perform adequately, even in circumstances that the company may not foresee, which provides an additional margin of safety. We also require that all significant proposed projects include a cost of carbon – which reflects our best assessment of costs associated with potential GHG regulations over the Outlook period – when being evaluated for investment. 21 Our Outlook for Energy does not envision the “low carbon scenario” advocated by some because the costs and the damaging impact to accessible, reliable and affordable energy resulting from the policy changes such a scenario would produce are beyond those that societies, especially the world’s poorest and most vulnerable, would be willing to bear, in our estimation. In the final analysis, we believe ExxonMobil is well positioned to continue to deliver results to our shareholders and deliver energy to the world’s consumers far into the future. Meeting the economic needs of people around the world in a safe and environmentally responsible manner not only informs our Outlook for Energy and guides our investment decisions, it is also animates our business and inspires our workforce. 10. Additional Information There were additional information requests raised by some in the course of engagement with the groups with whom we have been dialoguing. These are addressed in the Appendix. 22 Appendix Topic Page Proved Reserves 24 Resource Base 25 Oil & Gas Production Outlook 26 CAPEX Outlook 27 Oil & Gas Exploration and Production Earnings and Unit Profitability 28 Production Prices and Production Costs 29 Wells-to-Wheels GHG emissions seriatim 30 23 EXXONMOBIL PROVED RESERVES - AT DECEMBER 31, 2013 United Canada/ States S. Amer. (2) Europe Africa Asia Australia/ Oceania Total Crude Oil Total liquids proved reserves (1) (millions of barrels) 2,338 284 273 1,193 Worldwide Canada/ Canada/ S. Amer. (2) S. Amer. (2) Natural Gas Liquids (2) Bitumen Synthetic Oil Total 3,308 155 7,551 1,479 3,630 579 13,239 Natural Gas Total natural gas proved reserves (1) (billions of cubic feet) 26,301 1,235 11,694 867 24,248 7,515 71,860 - - - 71,860 Oil-Equivalent Total All Products (3) (millions of oil-equivalent barrels) 6,722 490 2,222 1,338 7,349 1,407 19,528 1,479 3,630 579 25,216 Proved Reserves Distribution (4) (percent, oil equivalent barrels) By Region By Resource Type Deepwater Africa Arctic Australia/Oceania Europe By Hydrocarbon Type Americas LNG Conventional Liquids Asia Acid/Sour Unconventional Gas & Oil Heavy Oil/ Oil Sands (1) Source: ExxonMobil 2013 Form 10-K (pages 103 and 106). (2) Includes total proved reserves attributable to Imperial Oil Limited, in which there is a 30.4 percent noncontrolling interest. Refer to ExxonMobil 2013 Form 10-K (pages 103, 104, and 106) for more details. (3) Natural gas is converted to oil-equivalent basis at six million cubic feet per one thousand barrels. (4) Source: ExxonMobil 2013 Financial and Operating Review (page 22). 24 Gas EXXONMOBIL RESOURCE BASE – AT DECEMBER 31, 2013 (1) Billion Oil-Equivalent Barrels (BOEB) 90 Deepwater Australia / Oceania Arctic Europe Acid / Sour Africa LNG Evaluating Gas Asia 60 Heavy Oil / Oil Sands 30 Design / Develop Unconventional Gas & Oil Americas Liquids Proved Conventional 0 By Resource Type By Hydrocarbon Type By Region By Business Stage (1) Source: 2013 ExxonMobil Financial & Operating Review (page 21) and 2014 Analyst Meeting (slide 49). Note: ExxonMobil’s resource base includes quantities of oil and gas that are not yet classified as proved reserves under SEC definitions, but that we believe will ultimately be developed. These quantities are also not intended to correspond to “probable” or “possible” reserves under SEC rules. 25 EXXONMOBIL OIL & GAS PRODUCTION OUTLOOK (1) Total Production Outlook (2) Millions Oil-Equivalent Barrels Per Day (MOEBD), net 2.4 Liquids 2.2 2.0 Gas 1.8 1.6 Total '13 '14 4.0 4.0 '15 4.1 '16 '17 4.2 4.3  Total production outlook  2014: Flat  2015 – 2017: up 2-3% per year  Liquids outlook  2014: up 2%  2015 – 2017: up 4% per year  Gas outlook  2014: down 2%  2015 – 2017: up 1% per year (1) Source 2014 ExxonMobil Analyst Meeting (slide 32). (2) 2013 production excludes the impact of UAE onshore concession expiry and Iraq West Qurna 1 partial divestment. Production outlook excludes impact from future divestments and OPEC quota effects. Based on 2013 average price ($109 Brent). 26 EXXONMOBIL CAPEX OUTLOOK (1) Capex by Business Line $B 50 Acquisitions Chemical Downstream Upstream 40 30 20 10 0 '13 '14 '15-'17 Average < $37B/year  Expect to invest $39.8B in 2014  Reduced Upstream spending  Selective Downstream and Chemical investments  Average less than $37B per year from 2015 to 2017 (1) Source 2014 ExxonMobil Analyst Meeting (slide 33). 27 EXXONMOBIL OIL & GAS EXPLORATION AND PRODUCTION EARNINGS AND UNIT PROFITABILITY (1) The revenue, cost, and earnings data are shown both on a total dollar and a unit basis, and are inclusive of non-consolidated and Canadian oil sands operations. Total Revenues and Costs, Including Non-Consolidated Interests and Oil Sands Canada/ United South Australia/ States America Oceania Europe Africa Asia Total 2013 Revenues and Costs per Unit of Sales or Production (2) Canada/ United South Outside States America Americas Worldw ide (millions of dollars) (dollars per unit of sales) Revenue 13,350 7,558 6,751 18,811 28,440 1,596 76,506 84.87 75.28 101.92 95.25 Natural gas 3,880 360 11,384 6 13,477 539 29,646 3.00 2.80 8.77 6.86 Total revenue 17,230 7,918 18,135 18,817 41,917 2,135 106,152 46.20 63.93 78.86 69.66 4,742 3,965 3,318 2,396 2,423 654 17,498 12.72 32.02 8.56 11.48 5,133 989 2,050 3,269 2,635 334 14,410 13.76 7.99 8.07 9.46 413 386 260 288 997 92 2,436 1.11 3.12 1.59 1.60 Liquids (dollars per barrel of net oil-equivalent production) Less costs: Production costs excluding taxes Depreciation and depletion Exploration expenses Taxes other than income 1,617 94 4,466 1,583 9,146 427 17,333 4.33 0.74 15.21 11.37 Related income tax 1,788 542 4,956 6,841 14,191 202 28,520 4.79 4.38 25.50 18.72 Results of producing activities 3,537 1,942 3,085 4,440 12,525 426 25,955 9.49 15.68 19.93 17.03 662 (495) 302 59 234 (118) 644 1.77 (4.00) 0.47 0.42 4,199 1,447 3,387 4,499 12,759 308 26,599 11.26 11.68 20.40 17.45 11.23 11.68 20.64 17.61 Unit Earnings Excluding NCI Volumes (4) 18.03 Other earnings (3) Total earnings, excluding power and coal Power and coal (8) Total earnings 4,191 - - - 1,447 3,387 4,499 250 13,009 308 242 26,841 (1) Source: ExxonMobil 2013 Financial and Operating Review (page 56). (2) The per-unit data are divided into two sections: (a) revenue per unit of sales from ExxonMobil’s own production; and, (b) operating costs and earnings per unit of net oil-equivalent production. Units for crude oil and natural gas liquids are barrels, while units for natural gas are thousands of cubic feet. The volumes of crude oil and natural gas liquids production and net natural gas production available for sale used in this calculation are shown on pages 48 and 49 of ExxonMobil’s 2013 Financial & Operating Review. The volumes of natural gas were converted to oil-equivalent barrels based on a conversion factor of 6 thousand cubic feet per barrel. (3) Includes earnings related to transportation operations, LNG liquefaction and transportation operations, sale of third-party purchases, technical services agreements, other nonoperating activities, and adjustments for noncontrolling interests. (4) Calculation based on total earnings (net income attributable to ExxonMobil) divided by net oilequivalent production less noncontrolling interest (NCI) volumes. 28 EXXONMOBIL PRODUCTION PRICES AND PRODUCTION COSTS (1) The table below summarizes average production prices and average production costs by geographic area and by product type. United States Canada/ S. America Europe During 2013 Africa Asia Australia/ Oceania Total (dollars per unit) Total Average production prices (2) Crude oil, per barrel 95.11 98.91 106.49 108.73 104.98 107.92 104.01 NGL, per barrel 44.24 44.96 65.36 75.24 61.64 59.55 56.26 3.00 2.80 9.59 2.79 8.53 4.20 6.86 Bitumen, per barrel - 59.63 - - - - 59.63 Synthetic oil, per barrel - 93.96 - - - - 93.96 12.72 32.02 12.42 13.95 4.41 16.81 11.48 Natural gas, per thousand cubic feet Average production costs, per oil-equivalent barrel - total (3) Average production costs, per barrel - bitumen (3) - 34.30 - - - - 34.30 Average production costs, per barrel - synthetic oil (3) - 50.94 - - - - 50.94 (1) Source: ExxonMobil 2013 Form 10-K (page 9) (2) Revenue per unit of sales from ExxonMobil’s own production. (See ExxonMobil’s 2013 Financial & Operating Review, page 56.) Revenue in this calculation is the same as in the Results of Operations disclosure in ExxonMobil’s 2013 Form 10-K (page 97) and does not include revenue from other activities that ExxonMobil includes in the Upstream function, such as oil and gas transportation operations, LNG liquefaction and transportation operations, coal and power operations, technical service agreements, other nonoperating activities and adjustments for noncontrolling interests, in accordance with Securities and Exchange Commission and Financial Accounting Standards Board rules. (3) Production costs per unit of net oil-equivalent production. (See ExxonMobil’s 2013 inancial & Operating Review, page 56.) The volumes of natural gas were converted to oil-equivalent barrels based on a conversion factor of 6 thousand cubic feet per barrel. Production costs in this calculation are the same as in the Results of Operations disclosure in ExxonMobil’s 2013 Form 10-K (page 97) and do not include production costs from other activities that ExxonMobil includes in the Upstream function, such as oil and gas transportation operations, LNG liquefaction and transportation operations, coal and power operations, technical service agreements, other nonoperating activities and adjustments for noncontrolling interests, in accordance with Securities and Exchange Commission and Financial Accounting Standards Board rules. Depreciation & depletion, exploration costs, and taxes are not included in production costs. 29 L. {3432:} aumpn} paunsun: 3pm: an 1910; j? a?equamad {?331qu 01 lnalqns pue 15mg] V333 SHI iamn?i c: '35 $1109 Wn?? I?'iafft? album 5003} EH 3'41 pauum laueq .9915' ?i1- I ll . Tfl?ldld tam-u ., E: Ea?: a 1 i of refined product En": u: mm' hi'a. ?53 3m E33 f: M?ia mg Hug me :Eg r?cz r' 35 Cameron-n Lnkuh usmvn. Haw mm. In" Ilr'ldl: Cull Lilli DIM Cm. DII "mu: Ml'llnn SIT-CI [Wu Emit] II Baum 1J5: Allah Ninth Ship! LANE CHE-I Gin. Elm Elln? ?hurl: Bunny Ugh! Etl?h ngl'lt i Hnr?'b?f?cln Ll??rl 1% Can cl Imdr Pun-my CHDPEI k. . . uaLumra may IJEBM ?an]:qu 40 jaunqj?an?a??epunaq :1me sun apru: Janna n1 pajedmm spues ?a 5H5 maaumrm-"am Aral: lithium ZIOZ Sf] JO US: ?lm" dam-5H: I:de 30 Exhibit Prior Proposal DEC-11-2013 1335 ctwtt FRQ1MiNO-ESTES ON CARBON ASSET REPORT TO 9705268441 i-El P.2G 19724441505 RISK WhEREAS of the In recognition increase in global of climate change nearly every should be below degrees risks actions and market mechanisms capital aHcation The fuels To achieve 66 percent be emitted can is analysts downside reports low emiion address socioeconomic Investors require concern Without additional their RESOLVE is of stranded assets scenario request responses which opportunities in the in plateau for by 40 to 61 percent drop under are unable Company strategies is and gas reserves and/or for preparing whether Exxon Mobil In drivcn is change report by September2014 omitting on the Companys strategy to addre the rsk including of long and short term analysis with th Companys various declines strategic due capital to strategy low-carbon evolving allocation would scenarios policy include as well as technology or consumer plans account for the risks scenarioe these manage or returning role related scenarios potential or other cllmate-assocjatcd to determine cost asrcss Companys wiJi to or Mobil prepare to change these actions global opportunities associated climate the oil that marker forces company demand The Board of Directors strategies put are concerned regulation due to regulation reasonable oil global to address how investment for or disclosLng the accounting of Exxon Mobils related invcators and opportunities carbon on how Exxon Mobil Exxon at to the risks Whether and I-low the useful life expected by global climate presented In 20 or prices for oil could investors change the value or sci2ing SuPPORTING STATEMENT Wc believe report adequate for risks proven market forces could that above 987 glgatons of carbon reserves of coal oil and natural emissions of oil producers greatly reduced and prepared and operational The stated through shareholders risks Shareholders hifbrmation total C02 potential rise temperature approxImately decade clhnate intbnnation disclosure proprietary Citi this either reduce managing these adequately over could and gas oil that that states valuation change end of additional for the equity climate pressure which demand by paper of reserves goal unless carbon scenario betbre the infrastructure of gigarons by the end of that Given the growing public slgnlflcantly political operations of proven the 20 from research HSBC to achieve companies may not be adequately demand lowcr-thanexpcctcd that result demand oil 2860 indIcate March2013 global rcsultant and gas reserves oil more than one-third is global estimates 2100 The lEA through that could risks believe deployed widely on Climate Change gas represent approximately Investment intenslvc No probability of not exceeding Panel Intergovernmental dioxide to carbon risks lEA can and storage technology capture financial present We the has agreed government Celsius and flnancials strategies lneqy Agency states that be consumed if the world prior to 2050 International fossil national temperature in risks capital overseeing to through for example diversifying capital shareholders capital allocation and climate risk reduction and Exhibit Paris Agreement + United Nations FCCC/CP/2015/L.9/Rev.1 Distr.: Limited 12 December 2015 Original: English Conference of the Parties Twenty-first session Paris, 30 November to 11 December 2015 Agenda item 4(b) Durban Platform for Enhanced Action (decision 1/CP.17) Adoption of a protocol, another legal instrument, or an agreed outcome with legal force under the Convention applicable to all Parties ADOPTION OF THE PARIS AGREEMENT Proposal by the President Draft decision -/CP.21 The Conference of the Parties, Recalling decision 1/CP.17 on the establishment of the Ad Hoc Working Group on the Durban Platform for Enhanced Action, Also recalling Articles 2, 3 and 4 of the Convention, Further recalling relevant decisions of the Conference of the Parties, including decisions 1/CP.16, 2/CP.18, 1/CP.19 and 1/CP.20, Welcoming the adoption of United Nations General Assembly resolution A/RES/70/1, “Transforming our world: the 2030 Agenda for Sustainable Development”, in particular its goal 13, and the adoption of the Addis Ababa Action Agenda of the third International Conference on Financing for Development and the adoption of the Sendai Framework for Disaster Risk Reduction, Recognizing that climate change represents an urgent and potentially irreversible threat to human societies and the planet and thus requires the widest possible cooperation by all countries, and their participation in an effective and appropriate international response, with a view to accelerating the reduction of global greenhouse gas emissions, Also recognizing that deep reductions in global emissions will be required in order to achieve the ultimate objective of the Convention and emphasizing the need for urgency in addressing climate change, Acknowledging that climate change is a common concern of humankind, Parties should, when taking action to address climate change, respect, promote and consider their respective obligations on human rights, the right to health, the rights of indigenous peoples, GE.15-21932(E) *1521932* FCCC/CP/2015/L.9/Rev.1 local communities, migrants, children, persons with disabilities and people in vulnerable situations and the right to development, as well as gender equality, empowerment of women and intergenerational equity, Also acknowledging the specific needs and concerns of developing country Parties arising from the impact of the implementation of response measures and, in this regard, decisions 5/CP.7, 1/CP.10, 1/CP.16 and 8/CP.17, Emphasizing with serious concern the urgent need to address the significant gap between the aggregate effect of Parties’ mitigation pledges in terms of global annual emissions of greenhouse gases by 2020 and aggregate emission pathways consistent with holding the increase in the global average temperature to well below 2 °C above preindustrial levels and pursuing efforts to limit the temperature increase to 1.5 °C above preindustrial levels, Also emphasizing that enhanced pre‐2020 ambition can lay a solid foundation for enhanced post‐2020 ambition, Stressing the urgency of accelerating the implementation of the Convention and its Kyoto Protocol in order to enhance pre-2020 ambition, Recognizing the urgent need to enhance the provision of finance, technology and capacity-building support by developed country Parties, in a predictable manner, to enable enhanced pre-2020 action by developing country Parties, Emphasizing the enduring benefits of ambitious and early action, including major reductions in the cost of future mitigation and adaptation efforts, Acknowledging the need to promote universal access to sustainable energy in developing countries, in particular in Africa, through the enhanced deployment of renewable energy, Agreeing to uphold and promote regional and international cooperation in order to mobilize stronger and more ambitious climate action by all Parties and non-Party stakeholders, including civil society, the private sector, financial institutions, cities and other subnational authorities, local communities and indigenous peoples, I. ADOPTION 1. Decides to adopt the Paris Agreement under the United Nations Framework Convention on Climate Change (hereinafter referred to as “the Agreement”) as contained in the annex; 2. Requests the Secretary-General of the United Nations to be the Depositary of the Agreement and to have it open for signature in New York, United States of America, from 22 April 2016 to 21 April 2017; 3. Invites the Secretary-General to convene a high-level signature ceremony for the Agreement on 22 April 2016; 4. Also invites all Parties to the Convention to sign the Agreement at the ceremony to be convened by the Secretary-General, or at their earliest opportunity, and to deposit their respective instruments of ratification, acceptance, approval or accession, where appropriate, as soon as possible; 5. Recognizes that Parties to the Convention may provisionally apply all of the provisions of the Agreement pending its entry into force, and requests Parties to provide notification of any such provisional application to the Depositary; 2 FCCC/CP/2015/L.9/Rev.1 6. Notes that the work of the Ad Hoc Working Group on the Durban Platform for Enhanced Action, in accordance with decision 1/CP.17, paragraph 4, has been completed; 7. Decides to establish the Ad Hoc Working Group on the Paris Agreement under the same arrangement, mutatis mutandis, as those concerning the election of officers to the Bureau of the Ad Hoc Working Group on the Durban Platform for Enhanced Action;1 8. Also decides that the Ad Hoc Working Group on the Paris Agreement shall prepare for the entry into force of the Agreement and for the convening of the first session of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement; 9. Further decides to oversee the implementation of the work programme resulting from the relevant requests contained in this decision; 10. Requests the Ad Hoc Working Group on the Paris Agreement to report regularly to the Conference of the Parties on the progress of its work and to complete its work by the first session of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement; 11. Decides that the Ad Hoc Working Group on the Paris Agreement shall hold its sessions starting in 2016 in conjunction with the sessions of the Convention subsidiary bodies and shall prepare draft decisions to be recommended through the Conference of the Parties to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement for consideration and adoption at its first session; II. INTENDED NATIONALLY DETERMINED CONTRIBUTIONS 12. Welcomes the intended nationally determined contributions that have been communicated by Parties in accordance with decision 1/CP.19, paragraph 2(b); 13. Reiterates its invitation to all Parties that have not yet done so to communicate to the secretariat their intended nationally determined contributions towards achieving the objective of the Convention as set out in its Article 2 as soon as possible and well in advance of the twenty-second session of the Conference of the Parties (November 2016) and in a manner that facilitates the clarity, transparency and understanding of the intended nationally determined contributions; 14. Requests the secretariat to continue to publish the intended nationally determined contributions communicated by Parties on the UNFCCC website; 15. Reiterates its call to developed country Parties, the operating entities of the Financial Mechanism and any other organizations in a position to do so to provide support for the preparation and communication of the intended nationally determined contributions of Parties that may need such support; 16. Takes note of the synthesis report on the aggregate effect of intended nationally determined contributions communicated by Parties by 1 October 2015, contained in document FCCC/CP/2015/7; 17. Notes with concern that the estimated aggregate greenhouse gas emission levels in 2025 and 2030 resulting from the intended nationally determined contributions do not fall within least-cost 2 ˚C scenarios but rather lead to a projected level of 55 gigatonnes in 2030, and also notes that much greater emission reduction efforts will be required than those associated with the intended nationally determined contributions in order to hold the increase in the global average temperature to below 2 ˚C above pre-industrial levels by 1 Endorsed by decision 2/CP.18, paragraph 2. 3 FCCC/CP/2015/L.9/Rev.1 reducing emissions to 40 gigatonnes or to 1.5 ˚C above pre-industrial levels by reducing to a level to be identified in the special report referred to in paragraph 21 below; 18. Also notes, in this context, the adaptation needs expressed by many developing country Parties in their intended nationally determined contributions; 19. Requests the secretariat to update the synthesis report referred to in paragraph 16 above so as to cover all the information in the intended nationally determined contributions communicated by Parties pursuant to decision 1/CP.20 by 4 April 2016 and to make it available by 2 May 2016; 20. Decides to convene a facilitative dialogue among Parties in 2018 to take stock of the collective efforts of Parties in relation to progress towards the long-term goal referred to in Article 4, paragraph 1, of the Agreement and to inform the preparation of nationally determined contributions pursuant to Article 4, paragraph 8, of the Agreement; 21. Invites the Intergovernmental Panel on Climate Change to provide a special report in 2018 on the impacts of global warming of 1.5 °C above pre-industrial levels and related global greenhouse gas emission pathways; III. DECISIONS TO GIVE EFFECT TO THE AGREEMENT MITIGATION 22. Invites Parties to communicate their first nationally determined contribution no later than when the Party submits its respective instrument of ratification, accession, or approval of the Paris Agreement. If a Party has communicated an intended nationally determined contribution prior to joining the Agreement, that Party shall be considered to have satisfied this provision unless that Party decides otherwise; 23. Urges those Parties whose intended nationally determined contribution pursuant to decision 1/CP.20 contains a time frame up to 2025 to communicate by 2020 a new nationally determined contribution and to do so every five years thereafter pursuant to Article 4, paragraph 9, of the Agreement; 24. Requests those Parties whose intended nationally determined contribution pursuant to decision 1/CP.20 contains a time frame up to 2030 to communicate or update by 2020 these contributions and to do so every five years thereafter pursuant to Article 4, paragraph 9, of the Agreement; 25. Decides that Parties shall submit to the secretariat their nationally determined contributions referred to in Article 4 of the Agreement at least 9 to 12 months in advance of the relevant meeting of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement with a view to facilitating the clarity, transparency and understanding of these contributions, including through a synthesis report prepared by the secretariat; 26. Requests the Ad Hoc Working Group on the Paris Agreement to develop further guidance on features of the nationally determined contributions for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; 27. Agrees that the information to be provided by Parties communicating their nationally determined contributions, in order to facilitate clarity, transparency and understanding, may include, as appropriate, inter alia, quantifiable information on the reference point (including, as appropriate, a base year), time frames and/or periods for implementation, scope and coverage, planning processes, assumptions and methodological approaches including those for estimating and accounting for anthropogenic greenhouse gas 4 FCCC/CP/2015/L.9/Rev.1 emissions and, as appropriate, removals, and how the Party considers that its nationally determined contribution is fair and ambitious, in the light of its national circumstances, and how it contributes towards achieving the objective of the Convention as set out in its Article 2; 28. Requests the Ad Hoc Working Group on the Paris Agreement to develop further guidance for the information to be provided by Parties in order to facilitate clarity, transparency and understanding of nationally determined contributions for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; 29. Also requests the Subsidiary Body for Implementation to develop modalities and procedures for the operation and use of the public registry referred to in Article 4, paragraph 12, of the Agreement, for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; 30. Further requests the secretariat to make available an interim public registry in the first half of 2016 for the recording of nationally determined contributions submitted in accordance with Article 4 of the Agreement, pending the adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement of the modalities and procedures referred to in paragraph 29 above; 31. Requests the Ad Hoc Working Group on the Paris Agreement to elaborate, drawing from approaches established under the Convention and its related legal instruments as appropriate, guidance for accounting for Parties’ nationally determined contributions, as referred to in Article 4, paragraph 13, of the Agreement, for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session, which ensures that: (a) Parties account for anthropogenic emissions and removals in accordance with methodologies and common metrics assessed by the Intergovernmental Panel on Climate Change and adopted by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement; (b) Parties ensure methodological consistency, including on baselines, between the communication and implementation of nationally determined contributions; (c) Parties strive to include all categories of anthropogenic emissions or removals in their nationally determined contributions and, once a source, sink or activity is included, continue to include it; (d) Parties shall provide an explanation of why any categories of anthropogenic emissions or removals are excluded; 32. Decides that Parties shall apply the guidance mentioned in paragraph 31 above to the second and subsequent nationally determined contributions and that Parties may elect to apply such guidance to their first nationally determined contribution; 33. Also decides that the Forum on the Impact of the Implementation of response measures, under the subsidiary bodies, shall continue, and shall serve the Agreement; 34. Further decides that the Subsidiary Body for Scientific and Technological Advice and the Subsidiary Body for Implementation shall recommend, for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session, the modalities, work programme and functions of the Forum on the Impact of the Implementation of response measures to address the effects of the implementation of response measures under the Agreement by enhancing cooperation amongst Parties on understanding the impacts of mitigation actions under the Agreement 5 FCCC/CP/2015/L.9/Rev.1 and the exchange of information, experiences, and best practices amongst Parties to raise their resilience to these impacts;* 36. Invites Parties to communicate, by 2020, to the secretariat mid-century, long-term low greenhouse gas emission development strategies in accordance with Article 4, paragraph 19, of the Agreement, and requests the secretariat to publish on the UNFCCC website Parties’ low greenhouse gas emission development strategies as communicated; 37. Requests the Subsidiary Body for Scientific and Technological Advice to develop and recommend the guidance referred to under Article 6, paragraph 2, of the Agreement for adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session, including guidance to ensure that double counting is avoided on the basis of a corresponding adjustment by Parties for both anthropogenic emissions by sources and removals by sinks covered by their nationally determined contributions under the Agreement; 38. Recommends that the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement adopt rules, modalities and procedures for the mechanism established by Article 6, paragraph 4, of the Agreement on the basis of: (a) (b) change; occur; Voluntary participation authorized by each Party involved; Real, measurable, and long-term benefits related to the mitigation of climate (c) Specific scopes of activities; (d) Reductions in emissions that are additional to any that would otherwise (e) Verification and certification of emission reductions resulting from mitigation activities by designated operational entities; (f) Experience gained with and lessons learned from existing mechanisms and approaches adopted under the Convention and its related legal instruments; 39. Requests the Subsidiary Body for Scientific and Technological Advice to develop and recommend rules, modalities and procedures for the mechanism referred to in paragraph 38 above for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; 40. Also requests the Subsidiary Body for Scientific and Technological Advice to undertake a work programme under the framework for non-market approaches to sustainable development referred to in Article 6, paragraph 8, of the Agreement, with the objective of considering how to enhance linkages and create synergy between, inter alia, mitigation, adaptation, finance, technology transfer and capacity-building, and how to facilitate the implementation and coordination of non-market approaches; 41. Further requests the Subsidiary Body for Scientific and Technological Advice to recommend a draft decision on the work programme referred to in paragraph 40 above, taking into account the views of Parties, for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; ADAPTATION * Paragraph 35 has been deleted, and subsequent paragraph numbering and cross references to other paragraphs within the document will be amended at a later stage. 6 FCCC/CP/2015/L.9/Rev.1 42. Requests the Adaptation Committee and the Least Developed Countries Expert Group to jointly develop modalities to recognize the adaptation efforts of developing country Parties, as referred to in Article 7, paragraph 3, of the Agreement, and make recommendations for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; 43. Also requests the Adaptation Committee, taking into account its mandate and its second three-year workplan, and with a view to preparing recommendations for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session: (a) To review, in 2017, the work of adaptation-related institutional arrangements under the Convention, with a view to identifying ways to enhance the coherence of their work, as appropriate, in order to respond adequately to the needs of Parties; (b) To consider methodologies for assessing adaptation needs with a view to assisting developing countries, without placing an undue burden on them; 44. Invites all relevant United Nations agencies and international, regional and national financial institutions to provide information to Parties through the secretariat on how their development assistance and climate finance programmes incorporate climate-proofing and climate resilience measures; 45. Requests Parties to strengthen regional cooperation on adaptation where appropriate and, where necessary, establish regional centres and networks, in particular in developing countries, taking into account decision 1/CP.16, paragraph 13; 46. Also requests the Adaptation Committee and the Least Developed Countries Expert Group, in collaboration with the Standing Committee on Finance and other relevant institutions, to develop methodologies, and make recommendations for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session on: (a) Taking the necessary steps to facilitate the mobilization of support for adaptation in developing countries in the context of the limit to global average temperature increase referred to in Article 2 of the Agreement; (b) Reviewing the adequacy and effectiveness of adaptation and support referred to in Article 7, paragraph 14(c), of the Agreement; 47. Further requests the Green Climate Fund to expedite support for the least developed countries and other developing country Parties for the formulation of national adaptation plans, consistent with decisions 1/CP.16 and 5/CP.17, and for the subsequent implementation of policies, projects and programmes identified by them; LOSS AND DAMAGE 48. Decides on the continuation of the Warsaw International Mechanism for Loss and Damage associated with Climate Change Impacts, following the review in 2016; 49. Requests the Executive Committee of the Warsaw International Mechanism to establish a clearinghouse for risk transfer that serves as a repository for information on insurance and risk transfer, in order to facilitate the efforts of Parties to develop and implement comprehensive risk management strategies; 50. Also requests the Executive Committee of the Warsaw International Mechanism to establish, according to its procedures and mandate, a task force to complement, draw upon the work of and involve, as appropriate, existing bodies and expert groups under the Convention including the Adaptation Committee and the Least Developed Countries Expert Group, as well as relevant organizations and expert bodies outside the Convention, to 7 FCCC/CP/2015/L.9/Rev.1 develop recommendations for integrated approaches to avert, minimize and address displacement related to the adverse impacts of climate change; 51. Further requests the Executive Committee of the Warsaw International Mechanism to initiate its work, at its next meeting, to operationalize the provisions referred to in paragraphs 49 and 50 above, and to report on progress thereon in its annual report; 52. Agrees that Article 8 of the Agreement does not involve or provide a basis for any liability or compensation; FINANCE 53. Decides that, in the implementation of the Agreement, financial resources provided to developing countries should enhance the implementation of their policies, strategies, regulations and action plans and their climate change actions with respect to both mitigation and adaptation to contribute to the achievement of the purpose of the Agreement as defined in Article 2; 54. Also decides that, in accordance with Article 9, paragraph 3, of the Agreement, developed countries intend to continue their existing collective mobilization goal through 2025 in the context of meaningful mitigation actions and transparency on implementation; prior to 2025 the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall set a new collective quantified goal from a floor of USD 100 billion per year, taking into account the needs and priorities of developing countries; 55. Recognizes the importance of adequate and predictable financial resources, including for results-based payments, as appropriate, for the implementation of policy approaches and positive incentives for reducing emissions from deforestation and forest degradation, and the role of conservation, sustainable management of forests and enhancement of forest carbon stocks; as well as alternative policy approaches, such as joint mitigation and adaptation approaches for the integral and sustainable management of forests; while reaffirming the importance of non-carbon benefits associated with such approaches; encouraging the coordination of support from, inter alia, public and private, bilateral and multilateral sources, such as the Green Climate Fund, and alternative sources in accordance with relevant decisions by the Conference of the Parties; 56. Decides to initiate, at its twenty-second session, a process to identify the information to be provided by Parties, in accordance with Article 9, paragraph 5, of the Agreement with the view to providing a recommendation for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; 57. Also decides to ensure that the provision of information in accordance with Article 9, paragraph 7 of the Agreement shall be undertaken in accordance with modalities, procedures and guidelines referred to in paragraph 96 below; 58. Requests Subsidiary Body for Scientific and Technological Advice to develop modalities for the accounting of financial resources provided and mobilized through public interventions in accordance with Article 9, paragraph 7, of the Agreement for consideration by the Conference of the Parties at its twenty-fourth session (November 2018), with the view to making a recommendation for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; 59. Decides that the Green Climate Fund and the Global Environment Facility, the entities entrusted with the operation of the Financial Mechanism of the Convention, as well as the Least Developed Countries Fund and the Special Climate Change Fund, administered by the Global Environment Facility, shall serve the Agreement; 8 FCCC/CP/2015/L.9/Rev.1 60. Recognizes that the Adaptation Fund may serve the Agreement, subject to relevant decisions by the Conference of the Parties serving as the meeting of the Parties to the Kyoto Protocol and the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement; Invites the Conference of the Parties serving as the meeting of the Parties to the 61. Kyoto Protocol to consider the issue referred to in paragraph 60 above and make a recommendation to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; 62. Recommends that the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall provide guidance to the entities entrusted with the operation of the Financial Mechanism of the Convention on the policies, programme priorities and eligibility criteria related to the Agreement for transmission by the Conference of the Parties; 63. Decides that the guidance to the entities entrusted with the operations of the Financial Mechanism of the Convention in relevant decisions of the Conference of the Parties, including those agreed before adoption of the Agreement, shall apply mutatis mutandis; 64. Also decides that the Standing Committee on Finance shall serve the Agreement in line with its functions and responsibilities established under the Conference of the Parties; 65. Urges the institutions serving the Agreement to enhance the coordination and delivery of resources to support country-driven strategies through simplified and efficient application and approval procedures, and through continued readiness support to developing country Parties, including the least developed countries and small island developing States, as appropriate; TECHNOLOGY DEVELOPMENT AND TRANSFER 66. Takes note of the interim report of the Technology Executive Committee on guidance on enhanced implementation of the results of technology needs assessments as referred to in document FCCC/SB/2015/INF.3; 67. Decides to strengthen the Technology Mechanism and requests the Technology Executive Committee and the Climate Technology Centre and Network, in supporting the implementation of the Agreement, to undertake further work relating to, inter alia: (a) Technology research, development and demonstration; (b) The development and enhancement of endogenous capacities and technologies; 68. Requests the Subsidiary Body for Scientific and Technological Advice to initiate, at its forty-fourth session (May 2016), the elaboration of the technology framework established under Article 10, paragraph 4, of the Agreement and to report on its findings to the Conference of the Parties, with a view to the Conference of the Parties making a recommendation on the framework to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement for consideration and adoption at its first session, taking into consideration that the framework should facilitate, inter alia: (a) The undertaking and updating of technology needs assessments, as well as the enhanced implementation of their results, particularly technology action plans and project ideas, through the preparation of bankable projects; (b) The provision of enhanced financial and technical support for the implementation of the results of the technology needs assessments; 9 FCCC/CP/2015/L.9/Rev.1 (c) The assessment of technologies that are ready for transfer; (d) The enhancement of enabling environments for and the addressing of barriers to the development and transfer of socially and environmentally sound technologies; Decides that the Technology Executive Committee and the Climate Technology 69. Centre and Network shall report to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement, through the subsidiary bodies, on their activities to support the implementation of the Agreement; 70. Also decides to undertake a periodic assessment of the effectiveness of and the adequacy of the support provided to the Technology Mechanism in supporting the implementation of the Agreement on matters relating to technology development and transfer; 71. Requests the Subsidiary Body for Implementation to initiate, at its forty-fourth session , the elaboration of the scope of and modalities for the periodic assessment referred to in paragraph 70 above, taking into account the review of the Climate Technology Centre and Network as referred to in decision 2/CP.17, annex VII, paragraph 20 and the modalities for the global stocktake referred to in Article 14 of the Agreement, for consideration and adoption by the Conference of the Parties at its twenty-fifth session (November 2019); CAPACITY-BUILDING 72. Decides to establish the Paris Committee on Capacity-building whose aim will be to address gaps and needs, both current and emerging, in implementing capacity-building in developing country Parties and further enhancing capacity-building efforts, including with regard to coherence and coordination in capacity-building activities under the Convention; 73. Also decides that the Paris Committee on Capacity-building will manage and oversee the work plan mentioned in paragraph 74 below; 74. Further decides to launch a work plan for the period 2016–2020 with the following activities: (a) Assessing how to increase synergies through cooperation and avoid duplication among existing bodies established under the Convention that implement capacity-building activities, including through collaborating with institutions under and outside the Convention; them; (b) Identifying capacity gaps and needs and recommending ways to address (c) Promoting the development and dissemination of tools and methodologies for the implementation of capacity-building; (d) Fostering global, regional, national and subnational cooperation; (e) Identifying and collecting good practices, challenges, experiences, and lessons learned from work on capacity-building by bodies established under the Convention; (f) Exploring how developing country Parties can take ownership of building and maintaining capacity over time and space; (g) Identifying opportunities to strengthen capacity at the national, regional, and subnational level; (h) Fostering dialogue, coordination, collaboration and coherence among relevant processes and initiatives under the Convention, including through exchanging 10 FCCC/CP/2015/L.9/Rev.1 information on capacity-building activities and strategies of bodies established under the Convention; (i) Providing guidance to the secretariat on the maintenance and further development of the web-based capacity-building portal; Decides that the Paris Committee on Capacity-building will annually focus on an 75. area or theme related to enhanced technical exchange on capacity-building, with the purpose of maintaining up-to-date knowledge on the successes and challenges in building capacity effectively in a particular area; 76. Requests the Subsidiary Body for Implementation to organize annual in-session meetings of the Paris Committee on Capacity-building; 77. Also requests the Subsidiary Body for Implementation to develop the terms of reference for the Paris Committee on Capacity-building, in the context of the third comprehensive review of the implementation of the capacity-building framework, also taking into account paragraphs 75, 76, 77 and 78 above and paragraphs 82 and 83 below, with a view to recommending a draft decision on this matter for consideration and adoption by the Conference of the Parties at its twenty-second session; 78. Invites Parties to submit their views on the membership of the Paris Committee on Capacity-building by 9 March 2016;2 79. Requests the secretariat to compile the submissions referred to in paragraph 78 above into a miscellaneous document for consideration by the Subsidiary Body for Implementation at its forty-fourth session; 80. Decides that the inputs to the Paris Committee on Capacity-building will include, inter alia, submissions, the outcome of the third comprehensive review of the implementation of the capacity-building framework, the secretariat’s annual synthesis report on the implementation of the framework for capacity-building in developing countries, the secretariat’s compilation and synthesis report on capacity-building work of bodies established under the Convention and its Kyoto Protocol, and reports on the Durban Forum and the capacity-building portal; 81. Requests the Paris Committee on Capacity-building to prepare annual technical progress reports on its work, and to make these reports available at the sessions of the Subsidiary Body for Implementation coinciding with the sessions of the Conference of the Parties; 82. Also requests the Conference of the Parties at its twenty-fifth session (November 2019), to review the progress, need for extension, the effectiveness and enhancement of the Paris Committee on Capacity-building and to take any action it considers appropriate, with a view to making recommendations to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session on enhancing institutional arrangements for capacity-building consistent with Article 11, paragraph 5, of the Agreement; 83. Calls upon all Parties to ensure that education, training and public awareness, as reflected in Article 6 of the Convention and in Article 12 of the Agreement are adequately considered in their contribution to capacity-building; 84. Invites the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session to explore ways of enhancing the implementation of 2 Parties should submit their views via the submissions portal at . 11 FCCC/CP/2015/L.9/Rev.1 training, public awareness, public participation and public access to information so as to enhance actions under the Agreement; TRANSPARENCY OF ACTION AND SUPPORT Decides to establish a Capacity-building Initiative for Transparency in order to build 85. institutional and technical capacity, both pre- and post-2020. This initiative will support developing country Parties, upon request, in meeting enhanced transparency requirements as defined in Article 13 of the Agreement in a timely manner; 86. Also decides that the Capacity-building Initiative for Transparency will aim: (a) To strengthen national institutions for transparency-related activities in line with national priorities; (b) To provide relevant tools, training and assistance for meeting the provisions stipulated in Article 13 of the Agreement; (c) To assist in the improvement of transparency over time; 87. Urges and requests the Global Environment Facility to make arrangements to support the establishment and operation of the Capacity-building Initiative for Transparency as a priority reporting-related need, including through voluntary contributions to support developing countries in the sixth replenishment of the Global Environment Facility and future replenishment cycles, to complement existing support under the Global Environment Facility; 88. Decides to assess the implementation of the Capacity-building Initiative for Transparency in the context of the seventh review of the financial mechanism; 89. Requests that the Global Environment Facility, as an operating entity of the financial mechanism include in its annual report to the Conference of the Parties the progress of work in the design, development and implementation of the Capacity-building Initiative for Transparency referred to in paragraph 85 above starting in 2016; 90. Decides that, in accordance with Article 13, paragraph 2, of the Agreement, developing countries shall be provided flexibility in the implementation of the provisions of that Article, including in the scope, frequency and level of detail of reporting, and in the scope of review, and that the scope of review could provide for in-country reviews to be optional, while such flexibilities shall be reflected in the development of modalities, procedures and guidelines referred to in paragraph 92 below; 91. Also decides that all Parties, except for the least developed country Parties and small island developing States, shall submit the information referred to in Article 13, paragraphs 7, 8, 9 and 10, as appropriate, no less frequently than on a biennial basis, and that the least developed country Parties and small island developing States may submit this information at their discretion; 92. Requests the Ad Hoc Working Group on the Paris Agreement to develop recommendations for modalities, procedures and guidelines in accordance with Article 13, paragraph 13, of the Agreement, and to define the year of their first and subsequent review and update, as appropriate, at regular intervals, for consideration by the Conference of the Parties, at its twenty-fourth session, with a view to forwarding them to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement for adoption at its first session; 12 FCCC/CP/2015/L.9/Rev.1 Also requests the Ad Hoc Working Group on the Paris Agreement in developing the 93. recommendations for the modalities, procedures and guidelines referred to in paragraph 92 above to take into account, inter alia: time; (a) The importance of facilitating improved reporting and transparency over (b) The need to provide flexibility to those developing country Parties that need it in the light of their capacities; (c) The need to promote transparency, accuracy, completeness, consistency, and comparability; (d) secretariat; The need to avoid duplication as well as undue burden on Parties and the (e) The need to ensure that Parties maintain at least the frequency and quality of reporting in accordance with their respective obligations under the Convention; (f) The need to ensure that double counting is avoided; (g) The need to ensure environmental integrity; 94. Further requests the Ad Hoc Working Group on the Paris Agreement, when developing the modalities, procedures and guidelines referred to in paragraph 92 above, to draw on the experiences from and take into account other on-going relevant processes under the Convention; 95. Requests the Ad Hoc Working Group on the Paris Agreement, when developing modalities, procedures and guidelines referred to in paragraph 92 above, to consider, inter alia: (a) The types of flexibility available to those developing countries that need it on the basis of their capacities; (b) The consistency between the methodology communicated in the nationally determined contribution and the methodology for reporting on progress made towards achieving individual Parties’ respective nationally determined contribution; (c) That Parties report information on adaptation action and planning including, if appropriate, their national adaptation plans, with a view to collectively exchanging information and sharing lessons learned; (d) Support provided, enhancing delivery of support for both adaptation and mitigation through, inter alia, the common tabular formats for reporting support, and taking into account issues considered by the Subsidiary Body for Scientific and Technological Advice on methodologies for reporting on financial information, and enhancing the reporting by developing countries on support received, including the use, impact and estimated results thereof; (e) Information in the biennial assessments and other reports of the Standing Committee on Finance and other relevant bodies under the Convention; (f) Information on the social and economic impact of response measures; 96. Also requests the Ad Hoc Working Group on the Paris Agreement, when developing recommendations for modalities, procedures and guidelines referred to in paragraph 92 above, to enhance the transparency of support provided in accordance with Article 9 of the Agreement; 97. Further requests the Ad Hoc Working Group on the Paris Agreement to report on the progress of work on the modalities, procedures and guidelines referred to in paragraph 13 FCCC/CP/2015/L.9/Rev.1 92 above to future sessions of the Conference of the Parties, and that this work be concluded no later than 2018; 98. Decides that the modalities, procedures and guidelines developed under paragraph 92 above, shall be applied upon the entry into force of the Paris Agreement; 99. Also decides that the modalities, procedures and guidelines of this transparency framework shall build upon and eventually supersede the measurement, reporting and verification system established by decision 1/CP.16, paragraphs 40 to 47 and 60 to 64, and decision 2/CP.17, paragraphs 12 to 62, immediately following the submission of the final biennial reports and biennial update reports; GLOBAL STOCKTAKE 100. Requests the Ad Hoc Working Group on the Paris Agreement to identify the sources of input for the global stocktake referred to in Article 14 of the Agreement and to report to the Conference of the Parties, with a view to the Conference of the Parties making a recommendation to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement for consideration and adoption at its first session, including, but not limited to: (a) Information on: (i) The overall effect of the nationally determined contributions communicated by Parties; (ii) The state of adaptation efforts, support, experiences and priorities from the communications referred to in Article 7, paragraphs 10 and 11, of the Agreement, and reports referred to in Article 13, paragraph 7, of the Agreement; (iii) The mobilization and provision of support; (b) The latest reports of the Intergovernmental Panel on Climate Change; (c) Reports of the subsidiary bodies; 101. Also requests the Subsidiary Body for Scientific and Technological Advice to provide advice on how the assessments of the Intergovernmental Panel on Climate Change can inform the global stocktake of the implementation of the Agreement pursuant to its Article 14 of the Agreement and to report on this matter to the Ad Hoc Working Group on the Paris Agreement at its second session; 102. Further requests the Ad Hoc Working Group on the Paris Agreement to develop modalities for the global stocktake referred to in Article 14 of the Agreement and to report to the Conference of the Parties, with a view to making a recommendation to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement for consideration and adoption at its first session; FACILITATING IMPLEMENTATION AND COMPLIANCE 103. Decides that the committee referred to in Article 15, paragraph 2, of the Agreement shall consist of 12 members with recognized competence in relevant scientific, technical, socio-economic or legal fields, to be elected by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement on the basis of equitable geographical representation, with two members each from the five regional groups of the United Nations and one member each from the small island developing States and the least developed countries, while taking into account the goal of gender balance; 104. Requests the Ad Hoc Working Group on the Paris Agreement to develop the modalities and procedures for the effective operation of the committee referred to in Article 15, paragraph 2, of the Agreement, with a view to the Ad Hoc Working Group on the Paris 14 FCCC/CP/2015/L.9/Rev.1 Agreement completing its work on such modalities and procedures for consideration and adoption by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session; FINAL CLAUSES 105. Also requests the secretariat, solely for the purposes of Article 21 of the Agreement, to make available on its website on the date of adoption of the Agreement as well as in the report of the Conference of the Parties at its twenty-first session, information on the most up-to-date total and per cent of greenhouse gas emissions communicated by Parties to the Convention in their national communications, greenhouse gas inventory reports, biennial reports or biennial update reports; IV. ENHANCED ACTION PRIOR TO 2020 106. Resolves to ensure the highest possible mitigation efforts in the pre-2020 period, including by: (a) Urging all Parties to the Kyoto Protocol that have not already done so to ratify and implement the Doha Amendment to the Kyoto Protocol; (b) Urging all Parties that have not already done so to make and implement a mitigation pledge under the Cancun Agreements; (c) Reiterating its resolve, as set out in decision 1/CP.19, paragraphs 3 and 4, to accelerate the full implementation of the decisions constituting the agreed outcome pursuant to decision 1/CP.13 and enhance ambition in the pre-2020 period in order to ensure the highest possible mitigation efforts under the Convention by all Parties; (d) Inviting developing country Parties that have not submitted their first biennial update reports to do so as soon as possible; (e) Urging all Parties to participate in the existing measurement, reporting and verification processes under the Cancun Agreements, in a timely manner, with a view to demonstrating progress made in the implementation of their mitigation pledges; 107. Encourages Parties to promote the voluntary cancellation by Party and non-Party stakeholders, without double counting of units issued under the Kyoto Protocol, including certified emission reductions that are valid for the second commitment period; 108. Urges host and purchasing Parties to report transparently on internationally transferred mitigation outcomes, including outcomes used to meet international pledges, and emission units issued under the Kyoto Protocol with a view to promoting environmental integrity and avoiding double counting; 109. Recognizes the social, economic and environmental value of voluntary mitigation actions and their co-benefits for adaptation, health and sustainable development; 110. Resolves to strengthen, in the period 2016–2020, the existing technical examination process on mitigation as defined in decision 1/CP.19, paragraph 5(a), and decision 1/CP.20, paragraph 19, taking into account the latest scientific knowledge, including by: (a) Encouraging Parties, Convention bodies and international organizations to engage in this process, including, as appropriate, in cooperation with relevant non-Party stakeholders, to share their experiences and suggestions, including from regional events, and to cooperate in facilitating the implementation of policies, practices and actions identified during this process in accordance with national sustainable development priorities; 15 FCCC/CP/2015/L.9/Rev.1 (b) Striving to improve, in consultation with Parties, access to and participation in this process by developing country Party and non-Party experts; (c) Requesting the Technology Executive Committee and the Climate Technology Centre and Network in accordance with their respective mandates: (i) To engage in the technical expert meetings and enhance their efforts to facilitate and support Parties in scaling up the implementation of policies, practices and actions identified during this process; (ii) To provide regular updates during the technical expert meetings on the progress made in facilitating the implementation of policies, practices and actions previously identified during this process; (iii) To include information on their activities under this process in their joint annual report to the Conference of the Parties; (d) Encouraging Parties to make effective use of the Climate Technology Centre and Network to obtain assistance to develop economically, environmentally and socially viable project proposals in the high mitigation potential areas identified in this process; 111. Encourages the operating entities of the Financial Mechanism of the Convention to engage in the technical expert meetings and to inform participants of their contribution to facilitating progress in the implementation of policies, practices and actions identified during the technical examination process; 112. Requests the secretariat to organize the process referred to in paragraph 110 above and disseminate its results, including by: (a) Organizing, in consultation with the Technology Executive Committee and relevant expert organizations, regular technical expert meetings focusing on specific policies, practices and actions representing best practices and with the potential to be scalable and replicable; (b) Updating, on an annual basis, following the meetings referred to in paragraph 112(a) above and in time to serve as input to the summary for policymakers referred to in paragraph 112(c) below, a technical paper on the mitigation benefits and co-benefits of policies, practices and actions for enhancing mitigation ambition, as well as on options for supporting their implementation, information on which should be made available in a userfriendly online format; (c) Preparing, in consultation with the champions referred to in paragraph 122 below, a summary for policymakers, with information on specific policies, practices and actions representing best practices and with the potential to be scalable and replicable, and on options to support their implementation, as well as on relevant collaborative initiatives, and publishing the summary at least two months in advance of each session of the Conference of the Parties as input for the high-level event referred to in paragraph 121 below; 113. Decides that the process referred to in paragraph 110 above should be organized jointly by the Subsidiary Body for Implementation and the Subsidiary Body for Scientific and Technological Advice and should take place on an ongoing basis until 2020; 114. Also decides to conduct in 2017 an assessment of the process referred to in paragraph 110 above so as to improve its effectiveness; 115. Resolves to enhance the provision of urgent and adequate finance, technology and capacity-building support by developed country Parties in order to enhance the level of ambition of pre-2020 action by Parties, and in this regard strongly urges developed country Parties to scale up their level of financial support, with a concrete roadmap to achieve the 16 FCCC/CP/2015/L.9/Rev.1 goal of jointly providing USD 100 billion annually by 2020 for mitigation and adaptation while significantly increasing adaptation finance from current levels and to further provide appropriate technology and capacity-building support; 116. Decides to conduct a facilitative dialogue in conjunction with the twenty-second session of the Conference of the Parties to assess the progress in implementing decision 1/CP.19, paragraphs 3 and 4, and identify relevant opportunities to enhance the provision of financial resources, including for technology development and transfer and capacitybuilding support, with a view to identifying ways to enhance the ambition of mitigation efforts by all Parties, including identifying relevant opportunities to enhance the provision and mobilization of support and enabling environments; 117. Acknowledges with appreciation the results of the Lima-Paris Action Agenda, which build on the climate summit convened on 23 September 2014 by the Secretary-General of the United Nations; 118. Welcomes the efforts of non-Party stakeholders to scale up their climate actions, and encourages the registration of those actions in the Non-State Actor Zone for Climate Action platform;3 119. Encourages Parties to work closely with non-Party stakeholders to catalyse efforts to strengthen mitigation and adaptation action; 120. Also encourages non-Party stakeholders to increase their engagement in the processes referred to in paragraph 110 above and paragraph 125 below; 121. Agrees to convene, pursuant to decision 1/CP.20, paragraph 21, building on the Lima-Paris Action Agenda and in conjunction with each session of the Conference of the Parties during the period 2016–2020, a high-level event that: (a) Further strengthens high-level engagement on the implementation of policy options and actions arising from the processes referred to in paragraph 110 above and paragraph 125 below, drawing on the summary for policymakers referred to in paragraph 112(c) above; (b) Provides an opportunity for announcing new or strengthened voluntary efforts, initiatives and coalitions, including the implementation of policies, practices and actions arising from the processes referred to in paragraph 110 above and paragraph 125 below and presented in the summary for policymakers referred to in paragraph 112(c) above; (c) Takes stock of related progress and recognizes new or strengthened voluntary efforts, initiatives and coalitions; (d) Provides meaningful and regular opportunities for the effective high-level engagement of dignitaries of Parties, international organizations, international cooperative initiatives and non-Party stakeholders; 122. Decides that two high-level champions shall be appointed to act on behalf of the President of the Conference of the Parties to facilitate through strengthened high-level engagement in the period 2016–2020 the successful execution of existing efforts and the scaling-up and introduction of new or strengthened voluntary efforts, initiatives and coalitions, including by: 3 . 17 FCCC/CP/2015/L.9/Rev.1 (a) Working with the Executive Secretary and the current and incoming Presidents of the Conference of the Parties to coordinate the annual high-level event referred to in paragraph 121 above; (b) Engaging with interested Parties and non-Party stakeholders, including to further the voluntary initiatives of the Lima-Paris Action Agenda; (c) Providing guidance to the secretariat on the organization of technical expert meetings referred to in paragraph 112(a) above and paragraph 130(a) below; 123. Also decides that the high-level champions referred to in paragraph 122 above should normally serve for a term of two years, with their terms overlapping for a full year to ensure continuity, such that: (a) The President of the Conference of the Parties of the twenty-first session should appoint one champion, who should serve for one year from the date of the appointment until the last day of the Conference of the Parties at its twenty-second session; (b) The President of the Conference of the Parties of the twenty-second session should appoint one champion who should serve for two years from the date of the appointment until the last day of the Conference of the Parties at its twenty-third session (November 2017); (c) Thereafter, each subsequent President of the Conference of the Parties should appoint one champion who should serve for two years and succeed the previously appointed champion whose term has ended; 124. Invites all interested Parties and relevant organizations to provide support for the work of the champions referred to in paragraph 122 above; 125. Decides to launch, in the period 20162020, a technical examination process on adaptation; 126. Also decides that the technical examination process on adaptation referred to in paragraph 125 above will endeavour to identify concrete opportunities for strengthening resilience, reducing vulnerabilities and increasing the understanding and implementation of adaptation actions; 127. Further decides that the technical examination process referred to in paragraph 125 above should be organized jointly by the Subsidiary Body for Implementation and the Subsidiary Body for Scientific and Technological Advice, and conducted by the Adaptation Committee; 128. Decides that the process referred to in paragraph 125 above will be pursued by: (a) Facilitating the sharing of good practices, experiences and lessons learned; (b) Identifying actions that could significantly enhance the implementation of adaptation actions, including actions that could enhance economic diversification and have mitigation co-benefits; (c) Promoting cooperative action on adaptation; (d) Identifying opportunities to strengthen enabling environments and enhance the provision of support for adaptation in the context of specific policies, practices and actions; 129. Also decides that the technical examination process on adaptation referred to in paragraph 125 above will take into account the process, modalities, outputs, outcomes and lessons learned from the technical examination process on mitigation referred to in paragraph 110 above; 18 FCCC/CP/2015/L.9/Rev.1 130. Requests the secretariat to support the technical examination process referred to in paragraph 125 above by: (a) Organizing regular technical expert meetings focusing on specific policies, strategies and actions; (b) Preparing annually, on the basis of the meetings referred to in paragraph 130(a) above and in time to serve as an input to the summary for policymakers referred to in paragraph 112(c) above, a technical paper on opportunities to enhance adaptation action, as well as options to support their implementation, information on which should be made available in a user-friendly online format; 131. Decides that in conducting the process referred to in paragraph 125 above, the Adaptation Committee will engage with and explore ways to take into account, synergize with and build on the existing arrangements for adaptation-related work programmes, bodies and institutions under the Convention so as to ensure coherence and maximum value; 132. Also decides to conduct, in conjunction with the assessment referred to in paragraph 120 above, an assessment of the process referred to in paragraph 125 above, so as to improve its effectiveness; 133. Invites Parties and observer organizations to submit information on the opportunities referred to in paragraph 126 above by 3 February 2016; V. NON-PARTY STAKEHOLDERS 134. Welcomes the efforts of all non-Party stakeholders to address and respond to climate change, including those of civil society, the private sector, financial institutions, cities and other subnational authorities; 135. Invites the non-Party stakeholders referred to in paragraph 134 above to scale up their efforts and support actions to reduce emissions and/or to build resilience and decrease vulnerability to the adverse effects of climate change and demonstrate these efforts via the Non-State Actor Zone for Climate Action platform4 referred to in paragraph 118 above; 136. Recognizes the need to strengthen knowledge, technologies, practices and efforts of local communities and indigenous peoples related to addressing and responding to climate change, and establishes a platform for the exchange of experiences and sharing of best practices on mitigation and adaptation in a holistic and integrated manner; 137. Also recognizes the important role of providing incentives for emission reduction activities, including tools such as domestic policies and carbon pricing; VI. ADMINISTRATIVE AND BUDGETARY MATTERS 138. Takes note of the estimated budgetary implications of the activities to be undertaken by the secretariat referred to in this decision and requests that the actions of the secretariat called for in this decision be undertaken subject to the availability of financial resources; 139. Emphasizes the urgency of making additional resources available for the implementation of the relevant actions, including actions referred to in this decision, and the implementation of the work programme referred to in paragraph 9 above; 4 . 19 FCCC/CP/2015/L.9/Rev.1 140. Urges Parties to make voluntary contributions for the timely implementation of this decision. 20 FCCC/CP/2015/L.9 Annex PARIS AGREEMENT The Parties to this Agreement, Being Parties to the United Nations Framework Convention on Climate Change, hereinafter referred to as “the Convention”, Pursuant to the Durban Platform for Enhanced Action established by decision 1/CP.17 of the Conference of the Parties to the Convention at its seventeenth session, In pursuit of the objective of the Convention, and being guided by its principles, including the principle of equity and common but differentiated responsibilities and respective capabilities, in the light of different national circumstances, Recognizing the need for an effective and progressive response to the urgent threat of climate change on the basis of the best available scientific knowledge, Also recognizing the specific needs and special circumstances of developing country Parties, especially those that are particularly vulnerable to the adverse effects of climate change, as provided for in the Convention, Taking full account of the specific needs and special situations of the least developed countries with regard to funding and transfer of technology, Recognizing that Parties may be affected not only by climate change, but also by the impacts of the measures taken in response to it, Emphasizing the intrinsic relationship that climate change actions, responses and impacts have with equitable access to sustainable development and eradication of poverty, Recognizing the fundamental priority of safeguarding food security and ending hunger, and the particular vulnerabilities of food production systems to the adverse impacts of climate change, Taking into account the imperatives of a just transition of the workforce and the creation of decent work and quality jobs in accordance with nationally defined development priorities, Acknowledging that climate change is a common concern of humankind, Parties should, when taking action to address climate change, respect, promote and consider their respective obligations on human rights, the right to health, the rights of indigenous peoples, local communities, migrants, children, persons with disabilities and people in vulnerable situations and the right to development, as well as gender equality, empowerment of women and intergenerational equity, Recognizing the importance of the conservation and enhancement, as appropriate, of sinks and reservoirs of the greenhouse gases referred to in the Convention, Noting the importance of ensuring the integrity of all ecosystems, including oceans, and the protection of biodiversity, recognized by some cultures as Mother Earth, and noting the importance for some of the concept of “climate justice”, when taking action to address climate change, Affirming the importance of education, training, public awareness, public participation, public access to information and cooperation at all levels on the matters addressed in this Agreement, Recognizing the importance of the engagements of all levels of government and various actors, in accordance with respective national legislations of Parties, in addressing climate change, Also recognizing that sustainable lifestyles and sustainable patterns of consumption and production, with developed country Parties taking the lead, play an important role in addressing climate change, Have agreed as follows: 21 FCCC/CP/2015/L.9/Rev.1 Article 1 1. 2. 3. For the purpose of this Agreement, the definitions contained in Article 1 of the Convention shall apply. In addition: “Convention” means the United Nations Framework Convention on Climate Change, adopted in New York on 9 May 1992. “Conference of the Parties” means the Conference of the Parties to the Convention. “Party” means a Party to this Agreement. Article 2 1. 2. This Agreement, in enhancing the implementation of the Convention, including its objective, aims to strengthen the global response to the threat of climate change, in the context of sustainable development and efforts to eradicate poverty, including by: (a) Holding the increase in the global average temperature to well below 2 °C above pre-industrial levels and to pursue efforts to limit the temperature increase to 1.5 °C above pre-industrial levels, recognizing that this would significantly reduce the risks and impacts of climate change; (b) Increasing the ability to adapt to the adverse impacts of climate change and foster climate resilience and low greenhouse gas emissions development, in a manner that does not threaten food production; (c) Making finance flows consistent with a pathway towards low greenhouse gas emissions and climateresilient development. This Agreement will be implemented to reflect equity and the principle of common but differentiated responsibilities and respective capabilities, in the light of different national circumstances. Article 3 As nationally determined contributions to the global response to climate change, all Parties are to undertake and communicate ambitious efforts as defined in Articles 4, 7, 9, 10, 11 and 13 with the view to achieving the purpose of this Agreement as set out in Article 2. The efforts of all Parties will represent a progression over time, while recognizing the need to support developing country Parties for the effective implementation of this Agreement. Article 4 1. 2. 3. 4. 5. 22 In order to achieve the long-term temperature goal set out in Article 2, Parties aim to reach global peaking of greenhouse gas emissions as soon as possible, recognizing that peaking will take longer for developing country Parties, and to undertake rapid reductions thereafter in accordance with best available science, so as to achieve a balance between anthropogenic emissions by sources and removals by sinks of greenhouse gases in the second half of this century, on the basis of equity, and in the context of sustainable development and efforts to eradicate poverty. Each Party shall prepare, communicate and maintain successive nationally determined contributions that it intends to achieve. Parties shall pursue domestic mitigation measures, with the aim of achieving the objectives of such contributions. Each Party’s successive nationally determined contribution will represent a progression beyond the Party’s then current nationally determined contribution and reflect its highest possible ambition, reflecting its common but differentiated responsibilities and respective capabilities, in the light of different national circumstances. Developed country Parties should continue taking the lead by undertaking economy-wide absolute emission reduction targets. Developing country Parties should continue enhancing their mitigation efforts, and are encouraged to move over time towards economy-wide emission reduction or limitation targets in the light of different national circumstances. Support shall be provided to developing country Parties for the implementation of this Article, in accordance with Articles 9, 10 and 11, recognizing that enhanced support for developing country Parties will allow for higher ambition in their actions. FCCC/CP/2015/L.9 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. The least developed countries and small island developing States may prepare and communicate strategies, plans and actions for low greenhouse gas emissions development reflecting their special circumstances. Mitigation co-benefits resulting from Parties’ adaptation actions and/or economic diversification plans can contribute to mitigation outcomes under this Article. In communicating their nationally determined contributions, all Parties shall provide the information necessary for clarity, transparency and understanding in accordance with decision 1/CP.21 and any relevant decisions of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. Each Party shall communicate a nationally determined contribution every five years in accordance with decision 1/CP.21 and any relevant decisions of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement and be informed by the outcomes of the global stocktake referred to in Article 14. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall consider common time frames for nationally determined contributions at its first session. A Party may at any time adjust its existing nationally determined contribution with a view to enhancing its level of ambition, in accordance with guidance adopted by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. Nationally determined contributions communicated by Parties shall be recorded in a public registry maintained by the secretariat. Parties shall account for their nationally determined contributions. In accounting for anthropogenic emissions and removals corresponding to their nationally determined contributions, Parties shall promote environmental integrity, transparency, accuracy, completeness, comparability and consistency, and ensure the avoidance of double counting, in accordance with guidance adopted by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. In the context of their nationally determined contributions, when recognizing and implementing mitigation actions with respect to anthropogenic emissions and removals, Parties should take into account, as appropriate, existing methods and guidance under the Convention, in the light of the provisions of paragraph 13 of this Article. Parties shall take into consideration in the implementation of this Agreement the concerns of Parties with economies most affected by the impacts of response measures, particularly developing country Parties. Parties, including regional economic integration organizations and their member States, that have reached an agreement to act jointly under paragraph 2 of this Article shall notify the secretariat of the terms of that agreement, including the emission level allocated to each Party within the relevant time period, when they communicate their nationally determined contributions. The secretariat shall in turn inform the Parties and signatories to the Convention of the terms of that agreement. Each party to such an agreement shall be responsible for its emission level as set out in the agreement referred to in paragraph 16 above in accordance with paragraphs 13 and 14 of this Article and Articles 13 and 15. If Parties acting jointly do so in the framework of, and together with, a regional economic integration organization which is itself a Party to this Agreement, each member State of that regional economic integration organization individually, and together with the regional economic integration organization, shall be responsible for its emission level as set out in the agreement communicated under paragraph 16 of this Article in accordance with paragraphs 13 and 14 of this Article and Articles 13 and 15. All Parties should strive to formulate and communicate long-term low greenhouse gas emission development strategies, mindful of Article 2 taking into account their common but differentiated responsibilities and respective capabilities, in the light of different national circumstances. Article 5 1. 2. Parties should take action to conserve and enhance, as appropriate, sinks and reservoirs of greenhouse gases as referred to in Article 4, paragraph 1(d), of the Convention, including forests. Parties are encouraged to take action to implement and support, including through results-based payments, the existing framework as set out in related guidance and decisions already agreed under the Convention for: policy approaches and positive incentives for activities relating to reducing emissions from deforestation and forest degradation, and the role of conservation, sustainable management of forests and enhancement of forest carbon 23 FCCC/CP/2015/L.9/Rev.1 stocks in developing countries; and alternative policy approaches, such as joint mitigation and adaptation approaches for the integral and sustainable management of forests, while reaffirming the importance of incentivizing, as appropriate, non-carbon benefits associated with such approaches. Article 6 1. 2. 3. 4. 5. 6. 7. 8. 9. 24 Parties recognize that some Parties choose to pursue voluntary cooperation in the implementation of their nationally determined contributions to allow for higher ambition in their mitigation and adaptation actions and to promote sustainable development and environmental integrity. Parties shall, where engaging on a voluntary basis in cooperative approaches that involve the use of internationally transferred mitigation outcomes towards nationally determined contributions, promote sustainable development and ensure environmental integrity and transparency, including in governance, and shall apply robust accounting to ensure, inter alia, the avoidance of double counting, consistent with guidance adopted by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. The use of internationally transferred mitigation outcomes to achieve nationally determined contributions under this Agreement shall be voluntary and authorized by participating Parties. A mechanism to contribute to the mitigation of greenhouse gas emissions and support sustainable development is hereby established under the authority and guidance of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement for use by Parties on a voluntary basis. It shall be supervised by a body designated by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement, and shall aim: (a) To promote the mitigation of greenhouse gas emissions while fostering sustainable development; (b) To incentivize and facilitate participation in the mitigation of greenhouse gas emissions by public and private entities authorized by a Party; (c) To contribute to the reduction of emission levels in the host Party, which will benefit from mitigation activities resulting in emission reductions that can also be used by another Party to fulfil its nationally determined contribution; and (d) To deliver an overall mitigation in global emissions. Emission reductions resulting from the mechanism referred to in paragraph 4 of this Article shall not be used to demonstrate achievement of the host Party’s nationally determined contribution if used by another Party to demonstrate achievement of its nationally determined contribution. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall ensure that a share of the proceeds from activities under the mechanism referred to in paragraph 4 of this Article is used to cover administrative expenses as well as to assist developing country Parties that are particularly vulnerable to the adverse effects of climate change to meet the costs of adaptation. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall adopt rules, modalities and procedures for the mechanism referred to in paragraph 4 of this Article at its first session. Parties recognize the importance of integrated, holistic and balanced non-market approaches being available to Parties to assist in the implementation of their nationally determined contributions, in the context of sustainable development and poverty eradication, in a coordinated and effective manner, including through, inter alia, mitigation, adaptation, finance, technology transfer and capacity-building, as appropriate. These approaches shall aim to: (a) Promote mitigation and adaptation ambition; (b) Enhance public and private sector participation in the implementation of nationally determined contributions; and (c) Enable opportunities for coordination across instruments and relevant institutional arrangements. A framework for non-market approaches to sustainable development is hereby defined to promote the nonmarket approaches referred to in paragraph 8 of this Article. FCCC/CP/2015/L.9 Article 7 1. 2. 3. 4. 5. 6. 7. 8. 9. Parties hereby establish the global goal on adaptation of enhancing adaptive capacity, strengthening resilience and reducing vulnerability to climate change, with a view to contributing to sustainable development and ensuring an adequate adaptation response in the context of the temperature goal referred to in Article 2. Parties recognize that adaptation is a global challenge faced by all with local, subnational, national, regional and international dimensions, and that it is a key component of and makes a contribution to the long-term global response to climate change to protect people, livelihoods and ecosystems, taking into account the urgent and immediate needs of those developing country Parties that are particularly vulnerable to the adverse effects of climate change. The adaptation efforts of developing country Parties shall be recognized, in accordance with the modalities to be adopted by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session. Parties recognize that the current need for adaptation is significant and that greater levels of mitigation can reduce the need for additional adaptation efforts, and that greater adaptation needs can involve greater adaptation costs. Parties acknowledge that adaptation action should follow a country-driven, gender-responsive, participatory and fully transparent approach, taking into consideration vulnerable groups, communities and ecosystems, and should be based on and guided by the best available science and, as appropriate, traditional knowledge, knowledge of indigenous peoples and local knowledge systems, with a view to integrating adaptation into relevant socioeconomic and environmental policies and actions, where appropriate. Parties recognize the importance of support for and international cooperation on adaptation efforts and the importance of taking into account the needs of developing country Parties, especially those that are particularly vulnerable to the adverse effects of climate change. Parties should strengthen their cooperation on enhancing action on adaptation, taking into account the Cancun Adaptation Framework, including with regard to: (a) Sharing information, good practices, experiences and lessons learned, including, as appropriate, as these relate to science, planning, policies and implementation in relation to adaptation actions; (b) Strengthening institutional arrangements, including those under the Convention that serve this Agreement, to support the synthesis of relevant information and knowledge, and the provision of technical support and guidance to Parties; (c) Strengthening scientific knowledge on climate, including research, systematic observation of the climate system and early warning systems, in a manner that informs climate services and supports decisionmaking; (d) Assisting developing country Parties in identifying effective adaptation practices, adaptation needs, priorities, support provided and received for adaptation actions and efforts, and challenges and gaps, in a manner consistent with encouraging good practices; (e) Improving the effectiveness and durability of adaptation actions. United Nations specialized organizations and agencies are encouraged to support the efforts of Parties to implement the actions referred to in paragraph 7 of this Article, taking into account the provisions of paragraph 5 of this Article. Each Party shall, as appropriate, engage in adaptation planning processes and the implementation of actions, including the development or enhancement of relevant plans, policies and/or contributions, which may include: (a) The implementation of adaptation actions, undertakings and/or efforts; (b) The process to formulate and implement national adaptation plans; (c) The assessment of climate change impacts and vulnerability, with a view to formulating nationally determined prioritized actions, taking into account vulnerable people, places and ecosystems; (d) Monitoring and evaluating and learning from adaptation plans, policies, programmes and actions; and (e) Building the resilience of socioeconomic and ecological systems, including through economic diversification and sustainable management of natural resources. 25 FCCC/CP/2015/L.9/Rev.1 10. 11. 12. 13. 14. Each Party should, as appropriate, submit and update periodically an adaptation communication, which may include its priorities, implementation and support needs, plans and actions, without creating any additional burden for developing country Parties. The adaptation communication referred to in paragraph 10 of this Article shall be, as appropriate, submitted and updated periodically, as a component of or in conjunction with other communications or documents, including a national adaptation plan, a nationally determined contribution as referred to in Article 4, paragraph 2, and/or a national communication. The adaptation communications referred to in paragraph 10 of this Article shall be recorded in a public registry maintained by the secretariat. Continuous and enhanced international support shall be provided to developing country Parties for the implementation of paragraphs 7, 9, 10 and 11 of this Article, in accordance with the provisions of Articles 9, 10 and 11. The global stocktake referred to in Article 14 shall, inter alia: (a) Recognize adaptation efforts of developing country Parties; (b) Enhance the implementation of adaptation action taking into account the adaptation communication referred to in paragraph 10 of this Article; (c) Review the adequacy and effectiveness of adaptation and support provided for adaptation; and (d) Review the overall progress made in achieving the global goal on adaptation referred to in paragraph 1 of this Article. Article 8 1. 2. 3. 4. 5. Parties recognize the importance of averting, minimizing and addressing loss and damage associated with the adverse effects of climate change, including extreme weather events and slow onset events, and the role of sustainable development in reducing the risk of loss and damage. The Warsaw International Mechanism for Loss and Damage associated with Climate Change Impacts shall be subject to the authority and guidance of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement and may be enhanced and strengthened, as determined by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. Parties should enhance understanding, action and support, including through the Warsaw International Mechanism, as appropriate, on a cooperative and facilitative basis with respect to loss and damage associated with the adverse effects of climate change. Accordingly, areas of cooperation and facilitation to enhance understanding, action and support may include: (a) Early warning systems; (b) Emergency preparedness; (c) Slow onset events; (d) Events that may involve irreversible and permanent loss and damage; (e) Comprehensive risk assessment and management; (f) Risk insurance facilities, climate risk pooling and other insurance solutions; (g) Non-economic losses; (h) Resilience of communities, livelihoods and ecosystems. The Warsaw International Mechanism shall collaborate with existing bodies and expert groups under the Agreement, as well as relevant organizations and expert bodies outside the Agreement. Article 9 1. 2. 3. 26 Developed country Parties shall provide financial resources to assist developing country Parties with respect to both mitigation and adaptation in continuation of their existing obligations under the Convention. Other Parties are encouraged to provide or continue to provide such support voluntarily. As part of a global effort, developed country Parties should continue to take the lead in mobilizing climate finance from a wide variety of sources, instruments and channels, noting the significant role of public funds, FCCC/CP/2015/L.9 4. 5. 6. 7. 8. 9. through a variety of actions, including supporting country-driven strategies, and taking into account the needs and priorities of developing country Parties. Such mobilization of climate finance should represent a progression beyond previous efforts. The provision of scaled-up financial resources should aim to achieve a balance between adaptation and mitigation, taking into account country-driven strategies, and the priorities and needs of developing country Parties, especially those that are particularly vulnerable to the adverse effects of climate change and have significant capacity constraints, such as the least developed countries and small island developing States, considering the need for public and grant-based resources for adaptation. Developed country Parties shall biennially communicate indicative quantitative and qualitative information related to paragraphs 1 and 3 of this Article, as applicable, including, as available, projected levels of public financial resources to be provided to developing country Parties. Other Parties providing resources are encouraged to communicate biennially such information on a voluntary basis. The global stocktake referred to in Article 14 shall take into account the relevant information provided by developed country Parties and/or Agreement bodies on efforts related to climate finance. Developed country Parties shall provide transparent and consistent information on support for developing country Parties provided and mobilized through public interventions biennially in accordance with the modalities, procedures and guidelines to be adopted by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement, at its first session, as stipulated in Article 13, paragraph 13. Other Parties are encouraged to do so. The Financial Mechanism of the Convention, including its operating entities, shall serve as the financial mechanism of this Agreement. The institutions serving this Agreement, including the operating entities of the Financial Mechanism of the Convention, shall aim to ensure efficient access to financial resources through simplified approval procedures and enhanced readiness support for developing country Parties, in particular for the least developed countries and small island developing States, in the context of their national climate strategies and plans. Article 10 1. 2. 3. 4. 5. 6. Parties share a long-term vision on the importance of fully realizing technology development and transfer in order to improve resilience to climate change and to reduce greenhouse gas emissions. Parties, noting the importance of technology for the implementation of mitigation and adaptation actions under this Agreement and recognizing existing technology deployment and dissemination efforts, shall strengthen cooperative action on technology development and transfer. The Technology Mechanism established under the Convention shall serve this Agreement. A technology framework is hereby established to provide overarching guidance to the work of the Technology Mechanism in promoting and facilitating enhanced action on technology development and transfer in order to support the implementation of this Agreement, in pursuit of the long-term vision referred to in paragraph 1 of this Article. Accelerating, encouraging and enabling innovation is critical for an effective, long-term global response to climate change and promoting economic growth and sustainable development. Such effort shall be, as appropriate, supported, including by the Technology Mechanism and, through financial means, by the Financial Mechanism of the Convention, for collaborative approaches to research and development, and facilitating access to technology, in particular for early stages of the technology cycle, to developing country Parties. Support, including financial support, shall be provided to developing country Parties for the implementation of this Article, including for strengthening cooperative action on technology development and transfer at different stages of the technology cycle, with a view to achieving a balance between support for mitigation and adaptation. The global stocktake referred to in Article 14 shall take into account available information on efforts related to support on technology development and transfer for developing country Parties. Article 11 1. Capacity-building under this Agreement should enhance the capacity and ability of developing country Parties, in particular countries with the least capacity, such as the least developed countries, and those that are particularly vulnerable to the adverse effects of climate change, such as small island developing States, to take 27 FCCC/CP/2015/L.9/Rev.1 2. 3. 4. 5. effective climate change action, including, inter alia, to implement adaptation and mitigation actions, and should facilitate technology development, dissemination and deployment, access to climate finance, relevant aspects of education, training and public awareness, and the transparent, timely and accurate communication of information. Capacity-building should be country-driven, based on and responsive to national needs, and foster country ownership of Parties, in particular, for developing country Parties, including at the national, subnational and local levels. Capacity-building should be guided by lessons learned, including those from capacity-building activities under the Convention, and should be an effective, iterative process that is participatory, cross-cutting and gender-responsive. All Parties should cooperate to enhance the capacity of developing country Parties to implement this Agreement. Developed country Parties should enhance support for capacity-building actions in developing country Parties. All Parties enhancing the capacity of developing country Parties to implement this Agreement, including through regional, bilateral and multilateral approaches, shall regularly communicate on these actions or measures on capacity-building. Developing country Parties should regularly communicate progress made on implementing capacity-building plans, policies, actions or measures to implement this Agreement. Capacity-building activities shall be enhanced through appropriate institutional arrangements to support the implementation of this Agreement, including the appropriate institutional arrangements established under the Convention that serve this Agreement. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall, at its first session, consider and adopt a decision on the initial institutional arrangements for capacity-building. Article 12 Parties shall cooperate in taking measures, as appropriate, to enhance climate change education, training, public awareness, public participation and public access to information, recognizing the importance of these steps with respect to enhancing actions under this Agreement. Article 13 1. 2. 3. 4. 5. 6. 7. 28 In order to build mutual trust and confidence and to promote effective implementation, an enhanced transparency framework for action and support, with built-in flexibility which takes into account Parties’ different capacities and builds upon collective experience is hereby established. The transparency framework shall provide flexibility in the implementation of the provisions of this Article to those developing country Parties that need it in the light of their capacities. The modalities, procedures and guidelines referred to in paragraph 13 of this Article shall reflect such flexibility. The transparency framework shall build on and enhance the transparency arrangements under the Convention, recognizing the special circumstances of the least developed countries and small island developing States, and be implemented in a facilitative, non-intrusive, non-punitive manner, respectful of national sovereignty, and avoid placing undue burden on Parties. The transparency arrangements under the Convention, including national communications, biennial reports and biennial update reports, international assessment and review and international consultation and analysis, shall form part of the experience drawn upon for the development of the modalities, procedures and guidelines under paragraph 13 of this Article. The purpose of the framework for transparency of action is to provide a clear understanding of climate change action in the light of the objective of the Convention as set out in its Article 2, including clarity and tracking of progress towards achieving Parties’ individual nationally determined contributions under Article 4, and Parties’ adaptation actions under Article 7, including good practices, priorities, needs and gaps, to inform the global stocktake under Article 14. The purpose of the framework for transparency of support is to provide clarity on support provided and received by relevant individual Parties in the context of climate change actions under Articles 4, 7, 9, 10 and 11, and, to the extent possible, to provide a full overview of aggregate financial support provided, to inform the global stocktake under Article 14. Each Party shall regularly provide the following information: FCCC/CP/2015/L.9 (a) 8. 9. 10. 11. 12. 13. 14. 15. A national inventory report of anthropogenic emissions by sources and removals by sinks of greenhouse gases, prepared using good practice methodologies accepted by the Intergovernmental Panel on Climate Change and agreed upon by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement; (b) Information necessary to track progress made in implementing and achieving its nationally determined contribution under Article 4. Each Party should also provide information related to climate change impacts and adaptation under Article 7, as appropriate. Developed country Parties shall, and other Parties that provide support should, provide information on financial, technology transfer and capacity-building support provided to developing country Parties under Article 9, 10 and 11. Developing country Parties should provide information on financial, technology transfer and capacity-building support needed and received under Articles 9, 10 and 11. Information submitted by each Party under paragraphs 7 and 9 of this Article shall undergo a technical expert review, in accordance with decision 1/CP.21. For those developing country Parties that need it in the light of their capacities, the review process shall include assistance in identifying capacity-building needs. In addition, each Party shall participate in a facilitative, multilateral consideration of progress with respect to efforts under Article 9, and its respective implementation and achievement of its nationally determined contribution. The technical expert review under this paragraph shall consist of a consideration of the Party’s support provided, as relevant, and its implementation and achievement of its nationally determined contribution. The review shall also identify areas of improvement for the Party, and include a review of the consistency of the information with the modalities, procedures and guidelines referred to in paragraph 13 of this Article, taking into account the flexibility accorded to the Party under paragraph 2 of this Article. The review shall pay particular attention to the respective national capabilities and circumstances of developing country Parties. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall, at its first session, building on experience from the arrangements related to transparency under the Convention, and elaborating on the provisions in this Article, adopt common modalities, procedures and guidelines, as appropriate, for the transparency of action and support. Support shall be provided to developing countries for the implementation of this Article. Support shall also be provided for the building of transparency-related capacity of developing country Parties on a continuous basis. Article 14 1. 2. 3. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall periodically take stock of the implementation of this Agreement to assess the collective progress towards achieving the purpose of this Agreement and its long-term goals (referred to as the “global stocktake”). It shall do so in a comprehensive and facilitative manner, considering mitigation, adaptation and the means of implementation and support, and in the light of equity and the best available science. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall undertake its first global stocktake in 2023 and every five years thereafter unless otherwise decided by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. The outcome of the global stocktake shall inform Parties in updating and enhancing, in a nationally determined manner, their actions and support in accordance with the relevant provisions of this Agreement, as well as in enhancing international cooperation for climate action. Article 15 1. 2. A mechanism to facilitate implementation of and promote compliance with the provisions of this Agreement is hereby established. The mechanism referred to in paragraph 1 of this Article shall consist of a committee that shall be expert-based and facilitative in nature and function in a manner that is transparent, non-adversarial and non-punitive. The committee shall pay particular attention to the respective national capabilities and circumstances of Parties. 29 FCCC/CP/2015/L.9/Rev.1 3. The committee shall operate under the modalities and procedures adopted by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement at its first session and report annually to the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. Article 16 1. 2. 3. 4. 5. 6. 7. 8. The Conference of the Parties, the supreme body of the Convention, shall serve as the meeting of the Parties to this Agreement. Parties to the Convention that are not Parties to this Agreement may participate as observers in the proceedings of any session of the Conference of the Parties serving as the meeting of the Parties to this Agreement. When the Conference of the Parties serves as the meeting of the Parties to this Agreement, decisions under this Agreement shall be taken only by those that are Parties to this Agreement. When the Conference of the Parties serves as the meeting of the Parties to this Agreement, any member of the Bureau of the Conference of the Parties representing a Party to the Convention but, at that time, not a Party to this Agreement, shall be replaced by an additional member to be elected by and from amongst the Parties to this Agreement. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall keep under regular review the implementation of this Agreement and shall make, within its mandate, the decisions necessary to promote its effective implementation. It shall perform the functions assigned to it by this Agreement and shall: (a) Establish such subsidiary bodies as deemed necessary for the implementation of this Agreement; and (b) Exercise such other functions as may be required for the implementation of this Agreement. The rules of procedure of the Conference of the Parties and the financial procedures applied under the Convention shall be applied mutatis mutandis under this Agreement, except as may be otherwise decided by consensus by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. The first session of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall be convened by the secretariat in conjunction with the first session of the Conference of the Parties that is scheduled after the date of entry into force of this Agreement. Subsequent ordinary sessions of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall be held in conjunction with ordinary sessions of the Conference of the Parties, unless otherwise decided by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. Extraordinary sessions of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall be held at such other times as may be deemed necessary by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement or at the written request of any Party, provided that, within six months of the request being communicated to the Parties by the secretariat, it is supported by at least one third of the Parties. The United Nations and its specialized agencies and the International Atomic Energy Agency, as well as any State member thereof or observers thereto not party to the Convention, may be represented at sessions of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement as observers. Any body or agency, whether national or international, governmental or non-governmental, which is qualified in matters covered by this Agreement and which has informed the secretariat of its wish to be represented at a session of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement as an observer, may be so admitted unless at least one third of the Parties present object. The admission and participation of observers shall be subject to the rules of procedure referred to in paragraph 5 of this Article. Article 17 1. 2. 30 The secretariat established by Article 8 of the Convention shall serve as the secretariat of this Agreement. Article 8, paragraph 2, of the Convention on the functions of the secretariat, and Article 8, paragraph 3, of the Convention, on the arrangements made for the functioning of the secretariat, shall apply mutatis mutandis to this Agreement. The secretariat shall, in addition, exercise the functions assigned to it under this Agreement and by the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. FCCC/CP/2015/L.9 Article 18 1. 2. 3. The Subsidiary Body for Scientific and Technological Advice and the Subsidiary Body for Implementation established by Articles 9 and 10 of the Convention shall serve, respectively, as the Subsidiary Body for Scientific and Technological Advice and the Subsidiary Body for Implementation of this Agreement. The provisions of the Convention relating to the functioning of these two bodies shall apply mutatis mutandis to this Agreement. Sessions of the meetings of the Subsidiary Body for Scientific and Technological Advice and the Subsidiary Body for Implementation of this Agreement shall be held in conjunction with the meetings of, respectively, the Subsidiary Body for Scientific and Technological Advice and the Subsidiary Body for Implementation of the Convention. Parties to the Convention that are not Parties to this Agreement may participate as observers in the proceedings of any session of the subsidiary bodies. When the subsidiary bodies serve as the subsidiary bodies of this Agreement, decisions under this Agreement shall be taken only by those that are Parties to this Agreement. When the subsidiary bodies established by Articles 9 and 10 of the Convention exercise their functions with regard to matters concerning this Agreement, any member of the bureaux of those subsidiary bodies representing a Party to the Convention but, at that time, not a Party to this Agreement, shall be replaced by an additional member to be elected by and from amongst the Parties to this Agreement. Article 19 1. 2. Subsidiary bodies or other institutional arrangements established by or under the Convention, other than those referred to in this Agreement, shall serve this Agreement upon a decision of the Conference of the Parties serving as the meeting of the Parties to the Paris Agreement. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement shall specify the functions to be exercised by such subsidiary bodies or arrangements. The Conference of the Parties serving as the meeting of the Parties to the Paris Agreement may provide further guidance to such subsidiary bodies and institutional arrangements. Article 20 1. 2. 3. This Agreement shall be open for signature and subject to ratification, acceptance or approval by States and regional economic integration organizations that are Parties to the Convention. It shall be open for signature at the United Nations Headquarters in New York from 22 April 2016 to 21 April 2017. Thereafter, this Agreement shall be open for accession from the day following the date on which it is closed for signature. Instruments of ratification, acceptance, approval or accession shall be deposited with the Depositary. Any regional economic integration organization that becomes a Party to this Agreement without any of its member States being a Party shall be bound by all the obligations under this Agreement. In the case of regional economic integration organizations with one or more member States that are Parties to this Agreement, the organization and its member States shall decide on their respective responsibilities for the performance of their obligations under this Agreement. In such cases, the organization and the member States shall not be entitled to exercise rights under this Agreement concurrently. In their instruments of ratification, acceptance, approval or accession, regional economic integration organizations shall declare the extent of their competence with respect to the matters governed by this Agreement. These organizations shall also inform the Depositary, who shall in turn inform the Parties, of any substantial modification in the extent of their competence. Article 21 1. 2. 3. This Agreement shall enter into force on the thirtieth day after the date on which at least 55 Parties to the Convention accounting in total for at least an estimated 55 percent of the total global greenhouse gas emissions have deposited their instruments of ratification, acceptance, approval or accession. Solely for the limited purpose of paragraph 1 of this Article, “total global greenhouse gas emissions” means the most up-to-date amount communicated on or before the date of adoption of this Agreement by the Parties to the Convention. For each State or regional economic integration organization that ratifies, accepts or approves this Agreement or accedes thereto after the conditions set out in paragraph 1 of this Article for entry into force have been fulfilled, 31 FCCC/CP/2015/L.9/Rev.1 4. this Agreement shall enter into force on the thirtieth day after the date of deposit by such State or regional economic integration organization of its instrument of ratification, acceptance, approval or accession. For the purposes of paragraph 1 of this Article, any instrument deposited by a regional economic integration organization shall not be counted as additional to those deposited by its member States. Article 22 The provisions of Article 15 of the Convention on the adoption of amendments to the Convention shall apply mutatis mutandis to this Agreement. Article 23 1. 2. The provisions of Article 16 of the Convention on the adoption and amendment of annexes to the Convention shall apply mutatis mutandis to this Agreement. Annexes to this Agreement shall form an integral part thereof and, unless otherwise expressly provided for, a reference to this Agreement constitutes at the same time a reference to any annexes thereto. Such annexes shall be restricted to lists, forms and any other material of a descriptive nature that is of a scientific, technical, procedural or administrative character. Article 24 The provisions of Article 14 of the Convention on settlement of disputes shall apply mutatis mutandis to this Agreement. Article 25 1. 2. Each Party shall have one vote, except as provided for paragraph 2 of this Article. Regional economic integration organizations, in matters within their competence, shall exercise their right to vote with a number of votes equal to the number of their member States that are Parties to this Agreement. Such an organization shall not exercise its right to vote if any of its member States exercises its right, and vice versa. Article 26 The Secretary-General of the United Nations shall be the Depositary of this Agreement. Article 27 No reservations may be made to this Agreement. Article 28 1. 2. 3. At any time after three years from the date on which this Agreement has entered into force for a Party, that Party may withdraw from this Agreement by giving written notification to the Depositary. Any such withdrawal shall take effect upon expiry of one year from the date of receipt by the Depositary of the notification of withdrawal, or on such later date as may be specified in the notification of withdrawal. Any Party that withdraws from the Convention shall be considered as also having withdrawn from this Agreement. Article 29 The original of this Agreement, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic, shall be deposited with the Secretary-General of the United Nations. DONE at Paris this twelfth day of December two thousand and fifteen. IN WITNESS WHEREOF, the undersigned, being duly authorized to that effect, have signed this Agreement. 32