UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2010
or
For the transition period from to
Commission File Number 1-2256
EXXON MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
(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.
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
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010
TABLE OF CONTENTS
Item 1.
Condensed Consolidated Statement of IncomeThree months ended March 31, 2010 and 2009
Condensed Consolidated Balance SheetAs of March 31, 2010 and December 31, 2009
Condensed Consolidated Statement of Cash FlowsThree months ended March 31, 2010 and 2009
Notes to Condensed Consolidated Financial Statements
Item 2.
Item 3.
Item 4.
Item 6.
Signature
Index to Exhibits
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PART I. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(millions of dollars)
REVENUES AND OTHER INCOME
Sales and other operating revenue (1)
Income from equity affiliates
Other income
Total revenues and other income
COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases
Production and manufacturing expenses
Selling, general and administrative expenses
Depreciation and depletion
Exploration expenses, including dry holes
Interest expense
Sales-based taxes (1)
Other taxes and duties
Total costs and other deductions
Income before income taxes
Income taxes
Net income including noncontrolling interests
Net income/(loss) attributable to noncontrolling interests
Net income attributable to ExxonMobil
Earnings per common share (dollars)
Earnings per common share - assuming dilution (dollars)
Dividends per common share (dollars)
(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.
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CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
Current assets
Cash and cash equivalents
Marketable securities
Notes and accounts receivable - net
Inventories
Crude oil, products and merchandise
Materials and supplies
Other current assets
Total current assets
Investments, advances and long-term receivables
Property, plant and equipment - net
Other assets, including intangibles, net
Total assets
LIABILITIES
Current liabilities
Notes and loans payable
Accounts payable and accrued liabilities
Income taxes payable
Total current liabilities
Long-term debt
Postretirement benefits reserves
Deferred income tax liabilities
Other long-term obligations
Total liabilities
Commitments and contingencies (note 3)
EQUITY
Common stock, without par value:
Authorized: 9,000 million shares
Issued: 8,019 million shares
Earnings reinvested
Accumulated other comprehensive income
Cumulative foreign exchange translation adjustment
Postretirement benefits reserves adjustment
Common stock held in treasury:
3,321 million shares at March 31, 2010
3,292 million shares at December 31, 2009
ExxonMobil share of equity
Noncontrolling interests
Total equity
Total liabilities and equity
The number of shares of common stock issued and outstanding at March 31, 2010 and December 31, 2009 were 4,698,053,742 and 4,726,922,580, respectively.
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Changes in operational working capital, excluding cash and debt
All other items - net
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment
Sales of subsidiaries, investments, and property, plant and equipment
Other investing activities - net
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt
Reductions in long-term debt
Additions/(reductions) in short-term debt - net
Cash dividends to ExxonMobil shareholders
Cash dividends to noncontrolling interests
Changes in noncontrolling interests
Common stock acquired
Common stock sold
Net cash used in financing activities
Effects of exchange rate changes on cash
Increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
SUPPLEMENTAL DISCLOSURES
Income taxes paid
Cash interest paid
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 2009 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.
Effective January 1, 2010, ExxonMobil adopted the authoritative guidance for variable-interest entities (VIEs). The guidance requires the enterprise to qualitatively assess if it is the primary beneficiary of the VIE and, if so, the VIE must be consolidated. The adoption of the guidance did not have a material impact on the Corporation’s financial statements.
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 possible 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.
Other Contingencies
Total guarantees
The Corporation and certain of its consolidated subsidiaries were contingently liable at March 31, 2010, for $9,853 million, primarily relating to guarantees for notes, loans and performance under contracts. Included in this amount were guarantees by consolidated affiliates of $6,690 million, representing 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.
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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, 2010, 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. Both arbitration proceedings continue. 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.
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Other comprehensive income (net of income taxes)
Foreign exchange translation adjustment
Postretirement benefits reserves adjustment (excluding amortization)
Amortization of postretirement benefits reserves adjustment included in net periodic benefit costs
Comprehensive income including noncontrolling interests
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to ExxonMobil
EARNINGS PER COMMON SHARE
Net income attributable to ExxonMobil (millions of dollars)
Weighted average number of common shares outstanding (millions of shares)
EARNINGS PER COMMON SHARE - ASSUMING DILUTION
Effect of employee stock-based awards
Weighted average number of common shares outstanding - assuming dilution
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Pension Benefits - U.S.
Components of net benefit cost
Service cost
Interest cost
Expected return on plan assets
Amortization of actuarial loss/(gain) and prior service cost
Net pension enhancement and curtailment/settlement cost
Net benefit cost
Pension Benefits - Non-U.S.
Other Postretirement Benefits
The fair value of financial instruments is determined by reference to observable market data and other valuation techniques as appropriate. The only category of financial instruments where the difference between fair value and recorded book value is of significance is long-term debt. The estimated fair value of total long-term debt, including capitalized lease obligations, was $7.6 billion and $7.7 billion, at March 31, 2010 and December 31, 2009, respectively, as compared to recorded book values of $7.1 billion and $7.1 billion at March 31, 2010 and December 31, 2009, respectively.
The estimated fair value of derivatives outstanding and recorded on the balance sheet was a net receivable of $17 million and a net payable of $5 million on March 31, 2010 and December 31, 2009, respectively. The Corporation would have paid or received this amount from third parties if these derivatives had been settled in the open market based on observable market inputs.
The fair value of derivatives outstanding at March 31, 2010, is immaterial in relation to total assets of $243 billion or net income attributable to ExxonMobil for the three months ended March 31, 2010, of $6.3 billion.
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EARNINGS AFTER INCOME TAX
Upstream
United States
Non-U.S.
Downstream
Chemical
All other
Corporate total
SALES AND OTHER OPERATING REVENUE (1)
(1) Includes sales-based taxes
INTERSEGMENT REVENUE
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Exxon Mobil Corporation has fully and unconditionally guaranteed the deferred interest debentures due 2012 ($2,205 million long-term at March 31, 2010) and the debt securities due 2010-2011 ($13 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.
Condensed consolidated statement of income for three months ended March 31, 2010
Revenues and other income
Sales and other operating revenue,including sales-based taxes
Intercompany revenue
Costs and other deductions
Sales-based taxes
Net income attributable to noncontrolling interests
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Condensed consolidated statement of income for three months ended March 31, 2009
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Condensed consolidated balance sheet as of March 31, 2010
Investments and other assets
Intercompany receivables
Notes and loan payables
Intercompany payables
Other ExxonMobil equity
Condensed consolidated balance sheet as of December 31, 2009
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Condensed consolidated statement of cash flows for three months ended March 31, 2010
Cash provided by/(used in) operating activities
Cash flows from investing activities
Sales of long-term assets
Net intercompany investing
All other investing, net
Net cash provided by/(used in) investing activities
Cash flows from financing activities
Additions/(reductions) in short-term debt—net
Cash dividends
Net ExxonMobil shares sold/(acquired)
Net intercompany financing activity
All other financing, net
Net cash provided by/(used in) financing activities
Condensed consolidated statement of cash flows for three months ended March 31, 2009
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FUNCTIONAL EARNINGS SUMMARY
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, special items, 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 2010 RESULTS
Exxon Mobil Corporation reported first quarter 2010 earnings of $6,300 million, up 38 percent or $1,750 million from the first quarter of 2009. ExxonMobil achieved solid results from its worldwide operations. The results reflect higher crude oil realizations and stronger chemical margins while the downstream industry margins remained weak. Earnings per share were $1.33, an increase of 45 percent. Earnings include a charge of approximately $200 million associated with the recently enacted U.S. health care legislation.
ExxonMobil’s solid financial position enabled ongoing investment at record levels through the business cycle. Nearly $4 billion was returned to shareholders in the first quarter through dividends and share purchases to reduce shares outstanding.
Upstream earnings
Total
Upstream earnings were $5,814 million, up $2,311 million from the first quarter of 2009. Higher crude oil prices, partly offset by lower natural gas realizations, increased earnings $2.5 billion. Higher gas volumes improved earnings by $190 million while higher operating expenses decreased earnings $380 million.
On an oil-equivalent basis, production increased 4.5 percent from the first quarter of 2009. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was up nearly 6 percent.
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Liquids production totaled 2,414 kbd (thousands of barrels per day), down 62 kbd from the first quarter of 2009. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was down 1 percent, as increased production from projects in Qatar and Kazakhstan was offset by field decline.
First quarter natural gas production was 11,689 mcfd (millions of cubic feet per day), up 1,502 mcfd from 2009, driven by project ramp-ups in Qatar and higher demand in Europe.
Earnings from U.S. Upstream operations were $1,091 million, $731 million higher than the first quarter of 2009. Non-U.S. Upstream earnings were $4,723 million, up $1,580 million.
Downstream earnings
Downstream earnings were $37 million, down $1,096 million. Lower refining margins drove the majority of the decline, reducing earnings $1.1 billion. Petroleum product sales of 6,144 kbd were 290 kbd lower than last year’s first quarter, mainly reflecting lower demand.
The U.S. Downstream recorded a loss of $60 million, down $412 million from the first quarter of 2009. Non-U.S. Downstream earnings of $97 million were $684 million lower.
Chemical earnings
Chemical earnings of $1,249 million were $899 million higher than the first quarter of 2009. Stronger margins improved earnings by nearly $480 million while higher sales volumes increased earnings $180 million. All other items, including asset management gains and the absence of hurricane costs from 2009, increased earnings by $240 million. First quarter prime product sales of 6,488 kt (thousands of metric tons) were 961 kt higher than the prior year primarily due to improved global demand.
Corporate and financing earnings
Corporate and financing expenses were $800 million, up $364 million from first quarter 2009, mainly due to a charge related to the U.S. health care legislation signed into law in March 2010 and the absence of favorable 2009 tax items.
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LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by/(used in)
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
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.
Total cash and cash equivalents of $13.7 billion at the end of the first quarter of 2010 compared to $25.0 billion at the end of the first quarter of 2009.
Cash provided by operating activities totaled $13 billion for the first three months of 2010, $4.1 billion higher than 2009. The major source of funds was net income including noncontrolling interests of $6.6 billion, adjusted for the noncash provision of $3.3 billion for depreciation and depletion, both of which increased. Changes in operational working capital added to cash flows in both periods. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.
Investing activities for the first three months of 2010 used net cash of $5.2 billion compared to $4.7 billion in the prior year. Spending for additions to property, plant and equipment increased $1.1 billion to $5.8 billion.
Cash flow from operations and asset sales in the first quarter of 2010 of $13.5 billion, including asset sales of $0.4 billion, increased $4.4 billion from the comparable 2009 period.
Net cash used in financing activities of $4.6 billion in the first three months of 2010 was $5.5 billion lower reflecting a lower level of purchases of shares of ExxonMobil stock.
During the first quarter of 2010, Exxon Mobil Corporation purchased 37 million shares of its common stock for the treasury at a gross cost of $2.5 billion. These purchases included about $2 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 4,727 million at the end of the fourth quarter to 4,698 million at the end of the first quarter. 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 to shareholders a total of nearly $4 billion in the first quarter of 2010 through dividends and share purchases to reduce shares outstanding.
Total debt of $9.5 billion at March 31, 2010, compared to $9.6 billion at year-end 2009. The Corporation’s debt to total capital ratio was 7.4 percent at the end of the first quarter of 2010 compared to 7.7 percent at year-end 2009.
Although the Corporation issues long-term debt from time to time and maintains a revolving commercial paper program, internally generated funds are expected to cover the majority of its near-term 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.
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TAXES
Effective income tax rate
All other taxes and duties
Income, sales-based and all other taxes and duties for the first quarter of 2010 of $21,657 million were higher than 2009. In the first quarter of 2010 income tax expense increased to $5,493 million reflecting the higher level of earnings and the effective income tax rate was 50 percent, compared to $3,148 million and 45 percent, respectively, in the prior year period. Sales-based taxes and all other taxes and duties increased in 2010 reflecting higher prices and foreign exchange effects.
CAPITAL AND EXPLORATION EXPENDITURES
Upstream (including exploration expenses)
Other
ExxonMobil’s solid financial position enabled ongoing investment at record levels through the business cycle. Capital and exploration expenditures were $6.9 billion in the first quarter of 2010, up 19 percent from 2009 reflecting higher spending in the Upstream.
Capital and exploration expenditures for full year 2009 were $27.1 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.
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FORWARD-LOOKING STATEMENTS
Statements in this report relating to future plans, projections, events or conditions are forward-looking statements. Actual results, including benefits resulting from the XTO transaction; project plans, costs, timing, and capacities; capital and exploration expenditures; and share purchase levels, could differ materially due to factors including: the timing and conditions of regulatory clearance for the XTO merger; our ability to integrate the businesses of XTO and ExxonMobil effectively after closing; changes in long-term oil or gas prices or other market or economic conditions affecting the oil and gas industry; 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” in the “investors” section of our website and in Item 1A of ExxonMobil’s 2009 Form 10-K. We assume no duty to update these statements as of any future date.
Information about market risks for the three months ended March 31, 2010, does not differ materially from that discussed under Item 7A of the registrant’s Annual Report on Form 10-K for 2009.
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, 2010. 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 quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
PART II. OTHER INFORMATION
In February 2010, the South Coast Air Quality Management District (AQMD) issued a penalty assessment against ExxonMobil Oil Corporation for alleged violations of the California Health and Safety Code and AQMD regulations at the Torrance, California refinery related to a crack in the roof of a tank at the refinery and a leak in a drain at the refinery. The assessment alleges that the leak in the tank resulted in impermissible air emissions. ExxonMobil Oil Corporation has agreed to resolve the matter for a penalty payment of $475,000.
In January 2010, the Corporation detected a leak of propylene from the Ethylene Purification Unit at the Corporation’s Baton Rouge, Louisiana chemical plant. The Corporation reported the incident to the Louisiana Department of Environmental Quality (LDEQ). The Corporation is in discussions with the LDEQ to resolve this matter, as well as several other air emission exceedences at the Baton Rouge chemical plant. Although LDEQ has not proposed a specific penalty, it is believed at this time that the potential penalty may exceed $100,000.
In the matter, In re Exxon Mobil, Corp. Derivative Litigation, in the District Court of Dallas County, Texas, previously reported in the Corporation’s Form 10-K for 2009 and Form 10-Q for the third quarter of 2009, on April 30, 2010, the Court granted the defendants’ special exceptions due to plaintiffs’ failure 1) to make a pre-suit demand on the Board of Directors, or 2) to plead facts sufficient to excuse such a demand. The trial court has given the Plaintiffs until June 1, 2010, to re-file their pleading to allege with specificity a legally sufficient basis to excuse Plaintiffs’ failure to make a pre-suit demand on the Board.
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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Issuer Purchase of Equity Securities for Quarter Ended March 31, 2010
Period
January, 2010
February, 2010
March, 2010
Exhibit
Description
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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.
/s/ Patrick T. Mulva
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INDEX TO EXHIBITS
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