UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
For the transition period from __________to________
Commission File Number 1-2256
EXXON MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 13-5409005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5959 Las Colinas Boulevard, Irving, Texas 75039-2298
(Address of principal executive offices) (Zip Code)
(972) 444-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer X Accelerated filer
Non-accelerated filer Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding as of March 31, 2009
Common stock, without par value 4,879,710,154
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
TABLE OF CONTENTS
Page
Number
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
Condensed Consolidated Statement of Income
3
Three months ended March 31, 2009 and 2008
Condensed Consolidated Balance Sheet
4
As of March 31, 2009 and December 31, 2008
Condensed Consolidated Statement of Cash Flows
5
Notes to Condensed Consolidated Financial Statements
6
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
15
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
19
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
Unregistered Sales of Equity Securities and Use of Proceeds
20
Item 6.
Exhibits
21
Signature
22
Index to Exhibits
23
-2-
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(millions of dollars)
Three Months Ended
March 31,
2009
2008
REVENUES AND OTHER INCOME
Sales and other operating revenue (1)
$
62,128
113,223
Income from equity affiliates
1,470
2,809
Other income
430
822
Total revenues and other income
64,028
116,854
COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases
27,794
60,971
Production and manufacturing expenses
7,979
8,893
Selling, general and administrative expenses
3,448
3,802
Depreciation and depletion
2,793
3,104
Exploration expenses, including dry holes
351
342
Interest expense
107
130
Sales-based taxes (1)
5,906
8,432
Other taxes and duties
7,800
10,706
Total costs and other deductions
56,178
96,380
INCOME BEFORE INCOME TAXES
7,850
20,474
Income taxes
3,148
9,302
NET INCOME INCLUDING NONCONTROLLING INTERESTS
4,702
11,172
Net income attributable to noncontrolling interests
152
282
NET INCOME ATTRIBUTABLE TO EXXONMOBIL
4,550
10,890
EARNINGS PER COMMON SHARE (dollars)
0.92
2.03
EARNINGS PER COMMON SHARE
- ASSUMING DILUTION (dollars)
2.02
DIVIDENDS PER COMMON SHARE (dollars)
0.40
0.35
(1) Sales-based taxes included in sales and other
operating revenue
The information in the Notes to Condensed Consolidated Financial Statements
is an integral part of these statements.
-3-
CONDENSED CONSOLIDATED BALANCE SHEET
Dec. 31,
ASSETS
Current assets
Cash and cash equivalents
24,972
31,437
Marketable securities
168
570
Notes and accounts receivable - net
22,942
24,702
Inventories
Crude oil, products and merchandise
10,296
9,331
Materials and supplies
2,421
2,315
Other current assets
4,019
3,911
Total current assets
64,818
72,266
Investments, advances and long-term assets
29,105
28,556
Property, plant and equipment - net
122,224
121,346
Other assets, including intangibles, net
6,344
5,884
TOTAL ASSETS
222,491
228,052
LIABILITIES
Current liabilities
Notes and loans payable
2,163
2,400
Accounts payable and accrued liabilities
38,468
36,643
Income taxes payable
8,874
10,057
Total current liabilities
49,505
49,100
Long-term debt
7,041
7,025
Postretirement benefits reserves
20,451
20,729
Deferred income tax liabilities
20,063
19,726
Other long-term liabilities
14,053
13,949
TOTAL LIABILITIES
111,113
110,529
Commitments and contingencies (note 3)
EQUITY
Common stock, without par value:
Authorized:
9,000 million shares
Issued:
8,019 million shares
5,066
5,314
Earnings reinvested
268,249
265,680
Accumulated other comprehensive income
Cumulative foreign exchange translation adjustment
(93
)
1,146
Postretirement benefits reserves adjustment
(10,807
(11,077
Common stock held in treasury:
3,139 million shares at March 31, 2009
(155,412
3,043 million shares at December 31, 2008
(148,098
ExxonMobil share of equity
107,003
112,965
Noncontrolling interests
4,375
4,558
TOTAL EQUITY
111,378
117,523
TOTAL LIABILITIES AND EQUITY
The number of shares of common stock issued and outstanding at March 31, 2009 and
December 31, 2008 were 4,879,710,154 and 4,976,055,639, respectively.
-4-
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Net income including noncontrolling interests
Changes in operational working capital, excluding cash and debt
1,132
7,803
All other items - net
283
(659
Net cash provided by operating activities
8,910
21,420
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment
(4,673
(3,979
Sales of subsidiaries, investments, and property, plant and equipment
141
413
Other investing activities - net
(208
(734
Net cash used in investing activities
(4,740
(4,300
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt
35
Reductions in long-term debt
(11
(46
Additions/(reductions) in short-term debt - net
(203
190
Cash dividends to ExxonMobil shareholders
(1,981
(1,879
Cash dividends to noncontrolling interests
(90
(105
Changes in noncontrolling interests
(111
(214
Common stock acquired
(7,852
(9,465
Common stock sold
121
131
Net cash used in financing activities
(10,105
(11,353
Effects of exchange rate changes on cash
(530
1,165
Increase/(decrease) in cash and cash equivalents
(6,465
6,932
Cash and cash equivalents at beginning of period
33,981
CASH AND CASH EQUIVALENTS AT END OF PERIOD
40,913
SUPPLEMENTAL DISCLOSURES
Income taxes paid
3,817
4,849
Cash interest paid
101
184
-5-
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
Basis of Financial Statement Preparation
These unaudited condensed consolidated financial statements should be read in the context of the consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in the Corporation's 2008 Annual Report on Form 10-K. In the opinion of the Corporation, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein. All such adjustments are of a normal recurring nature. The Corporation's exploration and production activities are accounted for under the "successful efforts" method.
2.
Accounting Changes
Effective January 1, 2009, ExxonMobil adopted the Financial Accounting Standards Board's (FASB) Statement No. 157 (FAS 157), “Fair Value Measurements” for nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis. FAS 157 defines fair value, establishes a framework for measuring fair value when an entity is required to use a fair value measure for recognition or disclosure purposes and expands the disclosures about fair value measures. The adoption did not have a material impact on the Corporation’s financial statements. The Corporation previously adopted FAS 157 for financial assets and liabilities that are measured at fair value and for nonfinancial assets and liabilities that are measured at fair value on a recurring basis.
Effective January 1, 2009, ExxonMobil adopted Financial Accounting Standards Board's (FASB) Statement No. 160 (FAS 160), “Noncontrolling Interests in Consolidated Financial Statements – an Amendment of ARB No. 51.” FAS 160 changed the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. FAS 160 required retrospective adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of FAS 160 will be applied prospectively. The adoption of FAS 160 did not have a material impact on the Corporation’s financial statements.
Effective January 1, 2009, ExxonMobil adopted the Financial Accounting Standards Board's Staff Position (FSP) on the Emerging Issues Task Force (EITF) Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities.” The FSP required that all unvested share-based payment awards that contain nonforfeitable rights to dividends should be included in the basic Earnings Per Share (EPS) calculation. Prior-year EPS numbers have been adjusted retrospectively on a consistent basis with 2009 reporting. This standard did not affect the consolidated financial position or results of operations.
3.
Litigation and Other Contingencies
Litigation
A variety of claims have been made against ExxonMobil and certain of its consolidated subsidiaries in a number of pending lawsuits. Management has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies. The Corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Corporation does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably po ssible and which are significant, the Corporation discloses the nature of the contingency and, where feasible, an estimate of the possible loss. ExxonMobil will continue to defend itself vigorously in these matters. Based on a consideration of all relevant facts and circumstances, the Corporation does not believe the ultimate outcome of any currently pending lawsuit against ExxonMobil will have a materially adverse effect upon the Corporation’s operations or financial condition.
-6-
A number of lawsuits, including class actions, were brought in various courts against Exxon Mobil Corporation and certain of its subsidiaries relating to the accidental release of crude oil from the tanker Exxon Valdez in 1989. All the compensatory claims have been resolved and paid. All of the punitive damage claims were consolidated in the civil trial that began in 1994. On June 25, 2008, the U.S. Supreme Court vacated the $2.5 billion punitive damage award previously entered by the Ninth Circuit Court of Appeals and remanded the case to the Circuit Court with an instruction that punitive damages in the case may not exceed a maximum amount of $507.5 million. The parties have filed briefs in the Ninth Circuit Court of Appeals on the issue of post-judgment interest and recovery of costs. Exxon Mobil Corporation recorded total after-tax charges of $460 million in 2008 reflecting an estimate of the resolution of these issues. < /P>
Other Contingencies
As of March 31, 2009
Equity
Other
Company
Third Party
Obligations
Total
Total guarantees
7,311
1,680
8,991
The Corporation and certain of its consolidated subsidiaries were contingently liable at March 31, 2009, for $8,991 million, primarily relating to guarantees for notes, loans and performance under contracts. Included in this amount were guarantees by consolidated affiliates of $7,311 million, for ExxonMobil’s share of obligations of certain equity companies. These guarantees are not reasonably likely to have a material effect on the Corporation’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Additionally, the Corporation and its affiliates have numerous long-term sales and purchase commitments in their various business activities, all of which are expected to be fulfilled with no adverse consequences material to the Corporation’s operations or financial condition. The Corporation's outstanding unconditional purchase obligations at March 31, 2009, were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.
The operations and earnings of the Corporation and its affiliates throughout the world have been, and may in the future be, affected from time to time in varying degree by political developments and laws and regulations, such as forced divestiture of assets; restrictions on production, imports and exports; price controls; tax increases and retroactive tax claims; expropriation of property; cancellation of contract rights and environmental regulations. Both the likelihood of such occurrences and their overall effect upon the Corporation vary greatly from country to country and are not predictable.
In accordance with a nationalization decree issued by Venezuela’s president in February 2007, by May 1, 2007, a subsidiary of the Venezuelan National Oil Company (PdVSA) assumed the operatorship of the Cerro Negro Heavy Oil Project. This Project had been operated and owned by ExxonMobil affiliates holding a 41.67 percent ownership interest in the Project. The decree also required conversion of the Cerro Negro Project into a “mixed enterprise” and an increase in PdVSA’s or one of its affiliate’s ownership interest in the Project, with the stipulation that if ExxonMobil refused to accept the terms for the formation of the mixed enterprise within a specified period of time, the government would “directly assume the activities” carried out by the joint venture. ExxonMobil refused to accede to the terms proffered by the government, and on June 27, 2007, the government expropriated ExxonMobil’s 41. 67 percent interest in the Cerro Negro Project.
On September 6, 2007, affiliates of ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes. An affiliate of ExxonMobil has also filed an arbitration under the rules of the International Chamber of Commerce against PdVSA and a PdVSA affiliate for breach of their contractual obligations under certain Cerro Negro Project agreements. At this time, the net impact of this matter on the Corporation’s consolidated financial results cannot be reasonably estimated. However, the Corporation does not expect the resolution to have a material effect upon the Corporation’s operations or financial condition. ExxonMobil’s remaining net book investment in Cerro Negro producing assets is about $750 million.
-7-
4.
Comprehensive Income
Other comprehensive income (net of income taxes)
Foreign exchange translation adjustment
(1,411
1,712
(excluding amortization)
(42
(140
Amortization of postretirement benefits reserves
adjustment included in net periodic benefit costs
350
189
Comprehensive income including noncontrolling interests
3,599
12,933
Comprehensive income attributable to
noncontrolling interests
18
528
Comprehensive income attributable to ExxonMobil
3,581
12,405
5.
Earnings Per Share
Net income attributable to ExxonMobil (millions of dollars)
Weighted average number of common shares
outstanding (millions of shares)
4,937
5,343
Earnings per common share (dollars)
- ASSUMING DILUTION
Effect of employee stock-based awards
36
outstanding - assuming dilution
4,959
5,379
Earnings per common share
- assuming dilution (dollars)
-8-
6.
Pension and Other Postretirement Benefits
Pension Benefits - U.S.
Components of net benefit cost
Service cost
103
95
Interest cost
202
182
Expected return on plan assets
(164
(229
Amortization of actuarial loss/(gain)
and prior service cost
173
59
Net pension enhancement and
curtailment/settlement cost
44
Net benefit cost
435
151
Pension Benefits - Non-U.S.
113
261
301
(205
(318
167
0
326
197
Other Postretirement Benefits
27
29
110
108
(16
(12
71
84
192
209
-9-
7.
Disclosures about Segments and Related Information
EARNINGS AFTER INCOME TAX
Upstream
United States
360
1,631
Non-U.S.
3,143
7,154
Downstream
352
398
781
768
Chemical
83
284
267
744
All other
(436
(89
Corporate total
SALES AND OTHER OPERATING REVENUE (1)
821
1,764
5,176
8,399
15,193
28,458
35,985
64,517
1,848
3,652
3,103
6,429
2
(1) Includes sales-based taxes
INTERSEGMENT REVENUE
1,204
2,561
6,576
14,881
1,669
3,861
6,879
16,543
1,221
2,428
1,284
2,432
67
-10-
8.
Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries
Exxon Mobil Corporation has fully and unconditionally guaranteed the deferred interest debentures due 2012 ($1,979 million long-term at March 31, 2009) and the debt securities due 2009-2011 ($26 million long-term and $13 million short-term) of SeaRiver Maritime Financial Holdings, Inc., a 100 percent owned subsidiary of Exxon Mobil Corporation.
The following condensed consolidating financial information is provided for Exxon Mobil Corporation, as guarantor, and for SeaRiver Maritime Financial Holdings, Inc., as issuer, as an alternative to providing separate financial statements for the issuer. The accounts of Exxon Mobil Corporation and SeaRiver Maritime Financial Holdings, Inc. are presented utilizing the equity method of accounting for investments in subsidiaries.
SeaRiver
Exxon Mobil
Maritime
Consolidating
Corporation
Financial
and
Parent
Holdings
All Other
Eliminating
Guarantor
Inc.
Subsidiaries
Adjustments
Consolidated
Condensed consolidated statement of income for three months ended March 31, 2009
Revenues and other income
Sales and other operating revenue,
including sales-based taxes
2,167
-
59,961
4,752
7
1,450
(4,739
145
285
Intercompany revenue
5,865
1
52,635
(58,501
12,929
8
114,331
(63,240
Costs and other deductions
5,074
77,851
(55,131
Production and manufacturing
expenses
1,966
7,294
(1,281
Selling, general and administrative
658
2,968
(178
367
2,426
Exploration expenses, including dry
holes
55
296
361
1,622
(1,931
Sales-based taxes
9
7,791
8,490
106,154
(58,521
Income before income taxes
4,439
(47
8,177
(4,719
(20
3,279
Net income including noncontrolling
interests
(27
4,898
Net income attributable to
Net income attributable to ExxonMobil
4,746
-11-
Condensed consolidated statement of income for three months ended March 31, 2008
4,515
108,708
11,068
2,798
(11,058
25
797
11,600
17
112,600
(124,217
27,208
224,903
(135,275
11,850
167,242
(118,121
1,911
8,329
(1,347
702
3,313
(213
393
2,711
79
263
1,194
53
3,510
(4,627
10,691
16,144
204,491
(124,308
11,064
(35
20,412
(10,967
174
9,140
(23
11,272
10,990
-12-
Condensed consolidated balance sheet as of March 31, 2009
550
24,422
2,501
21,559
(1,133
1,407
11,310
12,717
483
3,536
4,941
60,995
17,117
105,107
Investments and other assets
206,330
476
452,964
(624,321
35,449
Intercompany receivables
6,817
2,208
426,389
(435,414
Total assets
235,205
2,699
1,045,455
(1,060,868
Notes and loan payables
41
13
2,109
3,264
35,204
10,007
3,305
47,320
279
2,005
4,757
11,989
8,462
42
171
19,850
5,175
8,878
Intercompany payables
107,412
382
327,620
Total liabilities
128,202
2,571
416,887
(436,547
(591
121,430
(120,839
Other ExxonMobil equity
(161,246
719
502,763
(503,482
128
624,193
Total equity
628,568
Total liabilities and equity
Condensed consolidated balance sheet as of December 31, 2008
4,011
27,426
2,486
23,224
(1,011
1,253
10,393
11,646
348
3,563
8,098
65,176
16,939
104,407
202,471
469
456,237
(624,737
34,440
10,026
2,057
432,902
(444,985
237,534
2,529
1,058,722
(1,070,733
2,380
3,352
33,291
3,359
46,739
1,951
4,795
11,653
9,076
120
178
19,428
8,774
103,983
340,620
124,569
2,524
429,432
(445,996
(564
116,805
(116,241
(152,715
569
507,927
(508,496
624,732
629,290
-13-
Condensed consolidated statement of cash flows for three months ended March 31, 2009
Cash provided by/(used in) operating
activities
421
8,609
(121
Cash flows from investing activities
Additions to property, plant and
equipment
(542
(4,131
Sales of long-term assets
32
109
Net intercompany investing
6,306
(151
(6,477
322
All other investing, net
Net cash provided by/(used in)
investing activities
5,796
(10,707
Cash flows from financing activities
Additions/(reductions) in short-term
debt - net
34
(237
Cash dividends
Net ExxonMobil shares sold/(acquired)
(7,731
Net intercompany financing activity
172
(172
All other financing, net
150
(201
(150
financing activities
(9,678
(376
Effects of exchange rate changes
on cash
Increase/(decrease) in cash and cash
equivalents
(3,461
(3,004
Condensed consolidated statement of cash flows for three months ended March 31, 2008
1,400
20,552
(545
(352
(3,627
9,046
(114
(9,093
161
8,714
(13,061
545
(9,334
60
(61
100
(319
(100
(11,213
(625
384
(1,099
8,031
-14-
Management's Discussion and Analysis of Financial Condition
and Results of Operations
FUNCTIONAL EARNINGS SUMMARY
First Three Months
Earnings (U.S. GAAP)
Corporate and financing
Net Income attributable to ExxonMobil (U.S. GAAP)
References in this discussion to total corporate earnings mean net income attributable to
ExxonMobil (U.S. GAAP) from the income statement. Unless otherwise indicated, references
to earnings, Upstream, Downstream, Chemical and Corporate and Financing segment earnings,
and earnings per share are ExxonMobil's share after excluding amounts attributable to
noncontrolling interests.
REVIEW OF FIRST QUARTER 2009 RESULTS
Exxon Mobil Corporation reported first quarter 2009 earnings of $4,550 million, down 58 percent from the first quarter of 2008. Earnings per share of $0.92 were down 54 percent reflecting lower earnings and the benefit of the share purchase program. ExxonMobil posted solid first quarter results despite the slowdown in the global marketplace and sharply lower commodity prices. The Corporation returned significant cash to shareholders in the first quarter, distributing a total of $9.0 billion through dividends and share purchases to reduce shares outstanding.
Upstream earnings
3,503
8,785
Upstream earnings were $3,503 million, down $5,282 million from the first quarter of 2008. Lower crude oil realizations reduced earnings approximately $4.4 billion while lower natural gas prices decreased earnings about $500 million. Higher operating expenses reduced earnings about $300 million.
On an oil-equivalent basis, production was up slightly from the first quarter of 2008. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was up 2 percent.
Liquids production totaled 2,475 kbd (thousands of barrels per day), up 7 kbd from the first quarter of 2008. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was up 3 percent, as increased production from projects in west Africa, the United States and the North Sea, and lower maintenance activity more than offset natural field decline.
First quarter natural gas production was 10,195 mcfd (millions of cubic feet per day), down 34 mcfd from 2008. New production volumes from project additions in Qatar, the North Sea, and Malaysia were offset by natural field decline and lower European demand.
Earnings from U.S. Upstream operations were $360 million, $1,271 million lower than the first quarter of 2008. Non-U.S. Upstream earnings were $3,143 million, down $4,011 million from last year.
-15-
Downstream earnings
1,133
1,166
Downstream earnings of $1,133 million were down $33 million from the first quarter of 2008. Volume and mix effects reduced earnings about $400 million, while unfavorable foreign exchange impacts and higher operating expenses decreased earnings about $300 million. Higher margins increased earnings about $700 million. Petroleum product sales of 6,434 kbd were 387 kbd lower than last year's first quarter, mainly reflecting asset sales and lower demand.
U.S. Downstream earnings were $352 million, down $46 million from the first quarter of 2008. Non-U.S. Downstream earnings of $781 million were $13 million higher than last year.
Chemical earnings
1,028
Chemical earnings of $350 million were $678 million lower than the first quarter of 2008. Lower volumes and lower margins each reduced earnings approximately $300 million. Unfavorable foreign exchange effects also reduced earnings. First quarter prime product sales of 5,527 kt (thousands of metric tons) were 1,051 kt lower than the prior year due to lower demand.
Corporate and financing earnings
Corporate and financing expenses of $436 million increased by $347 million due overall to net lower interest income.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes
Cash and cash equivalents (at end of period)
Cash flow from operations and asset sales
Net cash provided by operating activities (U.S. GAAP)
Sales of subsidiaries, investments and property,
plant and equipment
9,051
21,833
Because of the ongoing nature of our asset management and divestment program, we believe
it is useful for investors to consider asset sales proceeds together with cash provided by operating
activities when evaluating cash available for investment in the business and financing activities.
-16-
Total cash and cash equivalents of $25.0 billion at the end of the first quarter of 2009 compared to $40.9 billion at the end of the first quarter of 2008.
Cash provided by operating activities totaled $8,910 million for the first three months of 2009, $12,510 million lower than 2008. The major source of funds was net income including noncontrolling interests of $4,702 million, adjusted for the noncash provision of $2,793 million for depreciation and depletion, both of which decreased. The effects of changing prices on the timing of payments of accounts and other payables added to cash provided by operating activities. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.
Investing activities for the first three months of 2009 used net cash of $4,740 million compared to $4,300 million in the prior year. Spending for additions to property, plant and equipment increased $694 million to $4,673 million. Proceeds from asset divestments of $141 million in 2009 were lower.
Cash flow from operations and asset sales in the first three months of 2009 of $9.1 billion, including asset sales of $0.1 billion, decreased $12.8 billion from the comparable 2008 period.
Net cash used in financing activities of $10,105 million in the first three months of 2009 was $1,248 million lower reflecting a lower level of purchases of shares of ExxonMobil stock.
During the first quarter of 2009, Exxon Mobil Corporation purchased 107 million shares of its common stock for the treasury at a gross cost of $7.9 billion. These purchases included $7.0 billion to reduce the number of shares outstanding, with the balance used to offset shares issued in conjunction with the company's benefit plans and programs. Shares outstanding were reduced from 4,976 million at the end of the fourth quarter to 4,880 million at the end of the first quarter. Share purchases to reduce shares outstanding are currently anticipated to equal $5.0 billion through the second quarter of 2009. Purchases may be made in both the open market and through negotiated transactions, and may be increased, decreased or discontinued at any time without prior notice.
The Corporation distributed a total of $9.0 billion to shareholders during the quarter through dividends and share purchases to reduce shares outstanding compared to $9.9 billion in the first quarter of 2008.
Total debt of $9.2 billion at March 31, 2009, compared to $9.4 billion at year-end 2008. The Corporation's debt to total capital ratio was 7.6 percent at the end of the first quarter of 2009 compared to 7.4 percent at year-end 2008.
Although the Corporation issues long-term debt from time to time and maintains a revolving commercial paper program, internally generated funds cover the majority of its financial requirements.
The Corporation, as part of its ongoing asset management program, continues to evaluate its mix of assets for potential upgrade. Because of the ongoing nature of this program, dispositions will continue to be made from time to time which will result in either gains or losses.
In accordance with a nationalization decree issued by Venezuela’s president in February 2007, by May 1, 2007, a subsidiary of the Venezuelan National Oil Company (PdVSA) assumed the operatorship of the Cerro Negro Heavy Oil Project. This Project had been operated and owned by ExxonMobil affiliates holding a 41.67 percent ownership interest in the Project. The decree also required conversion of the Cerro Negro Project into a “mixed enterprise” and an increase in PdVSA’s or one of its affiliate’s ownership interest in the Project, with the stipulation that if ExxonMobil refused to accept the terms for the formation of the mixed enterprise within a specified period of time, the government would “directly assume the activities” carried out by the joint venture. ExxonMobil refused to accede to the terms proffered by the government, and on June 27, 2007, the government expropriated ExxonMobil’s 41.67 percent interest in the Cerro Negr o Project.
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TAXES
All other taxes and duties
8,589
11,607
17,643
29,341
Effective income tax rate
45
%
48
Income, sales-based and all other taxes and duties for the first quarter of 2009 of $17,643 million were lower than 2008. In the first quarter of 2009 income tax expense declined to $3,148 million reflecting the lower level of earnings and the effective income tax rate was 45 percent, compared to $9,302 million and 48 percent, respectively, in the prior year period. Sales-based taxes and all other taxes and duties decreased in 2009 reflecting lower prices and foreign exchange effects.
CAPITAL AND EXPLORATION EXPENDITURES
Upstream (including exploration expenses)
4,366
4,095
646
827
758
566
5,774
5,491
In spite of the dramatic changes to the global economic environment, ExxonMobil is maintaining its long-term focus and disciplined approach to capital investment. In the first quarter, capital and exploration project spending increased to $5.8 billion, up 5% from last year.
We are committed to investing in our world-class inventory of projects to develop new energy supplies which are vital to economic growth. Capital and exploration expenditures for full year 2008 were $26.1 billion and are expected to range from $25 billion to $30 billion for the next several years. Actual spending could vary depending on the progress of individual projects.
FORWARD-LOOKING STATEMENTS
Statements in this report relating to future plans, projections, events or conditions are forward-looking statements. Actual results, including project plans, costs, timing, and capacities; capital expenditures; and share purchase levels, could differ materially due to factors including: changes in long-term oil or gas prices or other market conditions affecting the oil and gas industry; completion of repair projects as planned; unforeseen technical difficulties; political events or disturbances; reservoir performance; the outcome of commercial negotiations; wars and acts of terrorism or sabotage; changes in technical or operating conditions; and other factors discussed under the heading "Factors Affecting Future Results" on our website and in Item 1A of ExxonMobil's 2008 Form 10-K. We assume no duty to update these statements as of any future date.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information about market risks for the three months ended March 31, 2009, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2008.
Item 4. Controls and Procedures
As indicated in the certifications in Exhibit 31 of this report, the Corporation’s chief executive officer, principal financial officer and principal accounting officer have evaluated the Corporation’s disclosure controls and procedures as of March 31, 2009. Based on that evaluation, these officers have concluded that the Corporation’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There were no changes during the Corporation's last fiscal quar ter that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.
Item 1. Legal Proceedings
The Wyoming Department of Environmental Quality (WDEQ) has alleged certain violations of the state air permitting and state and federal air quality regulations associated with the operation of the three AGI cogeneration turbines located at the ExxonMobil Shute Creek Treatment Facility in LaBarge, Wyoming. A notice of violation was issued on September 21, 2007, but no other formal complaint has been filed. In discussions during the first quarter of 2009, WDEQ indicated that it will seek corrective action and penalties in excess of $100,000 to resolve the matter.
Regarding six previously reported matters involving the Corporation's Baytown Refinery; Baytown Chemical Plant and Baytown Olefins Plant, and ExxonMobil Oil Corporation's Beaumont Refinery, the Texas Commission on Environmental Quality (TCEQ) has entered into an agreement with the Corporation and ExxonMobil Oil Corporation to consolidate and resolve these matters along with fifteen other similar actions. Each of the actions alleges exceedances of facility air permits and/or violations of applicable air regulations. The proposed settlement amount is $602,801, half to be paid as a civil penalty and half in the form of a supplemental environmental project. It is anticipated that this final settlement will be approved by the TCEQ Commissioners in the third quarter of 2009.
Refer to the relevant portions of note 3 on pages 6 and 7 of this Quarterly Report on Form 10-Q for further information on legal proceedings.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchase of Equity Securities for Quarter Ended March 31, 2009
Total Number of
Maximum Number
Shares Purchased
Of Shares that May
Total Number
Average
as Part of Publicly
Yet Be Purchased
Of Shares
Price Paid
Announced Plans
Under the Plans or
Period
Purchased
per Share
or Programs
Programs
January, 2009
35,463,703
$78.30
February, 2009
33,395,889
$74.44
March, 2009
38,414,472
$67.42
107,274,064
$73.20
(See Note 1)
Note 1 --
On August 1, 2000, the Corporation announced its intention to resume purchases of shares of its common stock for the treasury both to offset shares issued in conjunction with company benefit plans and programs and to gradually reduce the number of shares outstanding. The announcement did not specify an amount or expiration date. The Corporation has continued to purchase shares since this announcement and to report purchased volumes in its quarterly earnings releases. In its most recent earnings release dated April 30, 2009, the Corporation stated that share purchases to reduce shares outstanding are anticipated to equal $5.0 billion in the second quarter of 2009. Purchases may be made in both the open market and through negotiated transactions, and purchases may be increased, decreased or discontinued at any time without prior notice.
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Item 6. Exhibits
Exhibit
Description
10(iii)(f.1)
2004 Non-Employee Director Restricted Stock Plan.
31.1
Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief
Executive Officer.
31.2
Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal
Financial Officer.
31.3
Accounting Officer.
32.1
Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief
32.2
Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by
Principal Financial Officer.
32.3
Principal Accounting Officer.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 5, 2009
By: /s/ Patrick T. Mulva
Name: Patrick T. Mulva
Title: Vice President, Controller and
Principal Accounting Officer
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INDEX TO EXHIBITS
Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by
Chief Executive Officer.
Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal
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