XOM 10-Q Quarterly Report March 31, 2011 | Alphaminr

XOM 10-Q Quarter ended March 31, 2011

EXXON MOBIL CORP
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10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

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, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

incorporation or organization)

(I.R.S. Employer

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, 2011
Common stock, without par value 4,926,085,717


Table of Contents

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011

TABLE OF CONTENTS

Page
Number
PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Statement of Income
Three months ended March 31, 2011 and 2010

3

Condensed Consolidated Balance Sheet
As of March 31, 2011 and December 31, 2010

4

Condensed Consolidated Statement of Cash Flows
Three months ended March 31, 2011 and 2010

5

Condensed Consolidated Statement of Changes in Equity
Three months ended March 31, 2011 and 2010

6

Notes to Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations 17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk 22

Item 4.

Controls and Procedures 22
PART II. OTHER INFORMATION

Item 1.

Legal Proceedings 22

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds 23

Item 6.

Exhibits 23

Signature

24

Index to Exhibits

25

-2-


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(millions of dollars)

Three Months Ended
March 31,
2011 2010

REVENUES AND OTHER INCOME

Sales and other operating revenue (1)

$ 109,251 $ 87,037

Income from equity affiliates

3,827 2,537

Other income

926 677

Total revenues and other income

114,004 90,251

COSTS AND OTHER DEDUCTIONS

Crude oil and product purchases

60,497 46,785

Production and manufacturing expenses

9,520 8,435

Selling, general and administrative expenses

3,627 3,514

Depreciation and depletion

3,761 3,280

Exploration expenses, including dry holes

334 686

Interest expense

29 55

Sales-based taxes (1)

7,916 6,815

Other taxes and duties

9,403 8,613

Total costs and other deductions

95,087 78,183

Income before income taxes

18,917 12,068

Income taxes

8,004 5,493

Net income including noncontrolling interests

10,913 6,575

Net income attributable to noncontrolling interests

263 275

Net income attributable to ExxonMobil

$ 10,650 $ 6,300

Earnings per common share (dollars)

$ 2.14 $ 1.33

Earnings per common share - assuming dilution (dollars)

$ 2.14 $ 1.33

Dividends per common share (dollars)

$ 0.44 $ 0.42

(1) Sales-based taxes included in sales and other operating revenue

$ 7,916 $ 6,815

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

-3-


Table of Contents

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)

Mar. 31,
2011
Dec. 31,
2010

ASSETS

Current assets

Cash and cash equivalents

$ 12,833 $ 7,825

Cash and cash equivalents - restricted

401 628

Notes and accounts receivable - net

35,146 32,284

Inventories

Crude oil, products and merchandise

13,026 9,852

Materials and supplies

3,236 3,124

Other current assets

7,380 5,271

Total current assets

72,022 58,984

Investments, advances and long-term receivables

35,207 35,338

Property, plant and equipment - net

203,726 199,548

Other assets, including intangibles, net

8,578 8,640

Total assets

$ 319,533 $ 302,510

LIABILITIES

Current liabilities

Notes and loans payable

$ 3,560 $ 2,787

Accounts payable and accrued liabilities

57,700 50,034

Income taxes payable

12,316 9,812

Total current liabilities

73,576 62,633

Long-term debt

12,316 12,227

Postretirement benefits reserves

20,076 19,367

Deferred income tax liabilities

36,121 35,150

Other long-term obligations

19,913 20,454

Total liabilities

162,002 149,831

Commitments and contingencies (note 2)

EQUITY

Common stock, without par value:

Authorized: 9,000 million shares

Issued: 8,019 million shares

9,156 9,371

Earnings reinvested

307,361 298,899

Accumulated other comprehensive income

Cumulative foreign exchange translation adjustment

6,260 5,011

Postretirement benefits reserves adjustment

(9,955 ) (9,889 )

Unrealized gain/(loss) on cash flow hedges

39 55

Common stock held in treasury:

3,093 million shares at March 31, 2011

(161,381 )

3,040 million shares at December 31, 2010

(156,608 )

ExxonMobil share of equity

151,480 146,839

Noncontrolling interests

6,051 5,840

Total equity

157,531 152,679

Total liabilities and equity

$ 319,533 $ 302,510

The number of shares of common stock issued and outstanding at March 31, 2011 and December 31, 2010 were 4,926,085,717 and 4,978,538,898, respectively.

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

-4-


Table of Contents

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)

Three Months Ended
March 31,
2011 2010

CASH FLOWS FROM OPERATING ACTIVITIES

Net income including noncontrolling interests

$ 10,913 $ 6,575

Depreciation and depletion

3,761 3,280

Changes in operational working capital, excluding cash and debt

2,887 3,201

All other items - net

(705 ) (10 )

Net cash provided by operating activities

16,856 13,046

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property, plant and equipment

(7,051 ) (5,756 )

Sales of subsidiaries, investments, and property, plant and equipment

1,341 424

Other investing activities - net

357 165

Net cash used in investing activities

(5,353 ) (5,167 )

CASH FLOWS FROM FINANCING ACTIVITIES

Additions to long-term debt

98 27

Reductions in long-term debt

(29 ) (3 )

Additions/(reductions) in short-term debt - net

743 (121 )

Cash dividends to ExxonMobil shareholders

(2,188 ) (1,986 )

Cash dividends to noncontrolling interests

(95 ) (83 )

Changes in noncontrolling interests

(9 ) (1 )

Common stock acquired

(5,653 ) (2,495 )

Common stock sold

384 42

Net cash used in financing activities

(6,749 ) (4,620 )

Effects of exchange rate changes on cash

254 (210 )

Increase/(decrease) in cash and cash equivalents

5,008 3,049

Cash and cash equivalents at beginning of period

7,825 10,693

Cash and cash equivalents at end of period

$ 12,833 $ 13,742

SUPPLEMENTAL DISCLOSURES

Income taxes paid

$ 5,173 $ 3,896

Cash interest paid

$ 103 $ 130

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

-5-


Table of Contents

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(millions of dollars)

ExxonMobil Share of Equity
Common
Stock
Earnings
Reinvested
Accumulated
Other
Compre-
hensive
Income
Common
Stock
Held in
Treasury
ExxonMobil
Share of
Equity
Noncontrolling
Interest
Total
Equity

Balance as of December 31, 2009

$ 5,503 $ 276,937 $ (5,461 ) $ (166,410 ) $ 110,569 $ 4,823 $ 115,392

Amortization of stock-based awards

188 188 188

Tax benefits related to stock- based awards

(1 ) (1 ) (1 )

Other

(390 ) (390 ) 12 (378 )

Net income for the period

6,300 6,300 275 6,575

Dividends - common shares

(1,986 ) (1,986 ) (83 ) (2,069 )

Foreign exchange translation adjustment

(587 ) (587 ) 70 (517 )

Postretirement benefits reserves adjustment

196 196 16 212

Amortization of postretirement benefits reserves adjustment included in periodic benefit costs

315 315 13 328

Acquisitions at cost

(2,495 ) (2,495 ) (1 ) (2,496 )

Dispositions

432 432 432

Balance as of March 31, 2010

$ 5,300 $ 281,251 $ (5,537 ) $ (168,473 ) $ 112,541 $ 5,125 $ 117,666

Balance as of December 31, 2010

$ 9,371 $ 298,899 $ (4,823 ) $ (156,608 ) $ 146,839 $ 5,840 $ 152,679

Amortization of stock-based awards

203 203 203

Tax benefits related to stock-based awards

81 81 81

Other

(499 ) (499 ) (4 ) (503 )

Net income for the period

10,650 10,650 263 10,913

Dividends - common shares

(2,188 ) (2,188 ) (95 ) (2,283 )

Foreign exchange translation adjustment

1,249 1,249 85 1,334

Postretirement benefits reserves adjustment

(362 ) (362 ) (43 ) (405 )

Amortization of postretirement benefits reserves adjustment included in periodic benefit costs

296 296 14 310

Change in fair value of cash flow hedges

3 3 3

Realized (gain)/loss from settled cash flow hedges included in net income

(19 ) (19 ) (19 )

Acquisitions at cost

(5,653 ) (5,653 ) (9 ) (5,662 )

Dispositions

880 880 880

Balance as of March 31, 2011

$ 9,156 $ 307,361 $ (3,656 ) $ (161,381 ) $ 151,480 $ 6,051 $ 157,531
Three Months Ended March 31, 2011 Three Months Ended March 31, 2010

Common Stock Share Activity

Issued Held in
Treasury
Outstanding Issued Held in
Treasury
Outstanding
(millions of shares) (millions of shares)

Balance as of December 31

8,019 (3,040 ) 4,979 8,019 (3,292 ) 4,727

Acquisitions

(69 ) (69 ) (37 ) (37 )

Dispositions

16 16 8 8

Balance as of March 31

8,019 (3,093 ) 4,926 8,019 (3,321 ) 4,698

The information in the Notes to Condensed Consolidated Financial Statements

is an integral part of these statements.

-6-


Table of Contents

EXXON MOBIL CORPORATION

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 2010 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. 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 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, financial condition, or financial statements taken as a whole.

Other Contingencies

As of March 31, 2011
Equity
Company
Obligations
Other
Third Party
Obligations
Total
(millions of dollars)

Total guarantees

$ 7,189 $ 3,706 $ 10,895

The Corporation and certain of its consolidated subsidiaries were contingently liable at March 31, 2011, for $10,895 million, primarily relating to guarantees for notes, loans and performance under contracts. Included in this amount were guarantees by consolidated affiliates of $7,189 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.

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, 2011, 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.

-7-


Table of Contents

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 (ICSID) invoking ICSID jurisdiction under Venezuela’s Investment Law and the Netherlands-Venezuela Bilateral Investment Treaty. The ICSID Tribunal issued a decision on June 10, 2010, finding that it had jurisdiction to proceed on the basis of the Netherlands-Venezuela Bilateral Investment Treaty. The ICSID arbitration proceeding is continuing and a hearing on the merits is currently scheduled for the first quarter of 2012. An affiliate of ExxonMobil has also filed an arbitration under the rules of the International Chamber of Commerce (ICC) against PdVSA and a PdVSA affiliate for breach of their contractual obligations under certain Cerro Negro Project agreements. A hearing on the merits of the ICC arbitration concluded in September 2010 and the parties have filed post-hearing briefs. 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.

3. Comprehensive Income

Three Months Ended
March 31,
2011 2010
(millions of dollars)

Net income including noncontrolling interests

$ 10,913 $ 6,575

Other comprehensive income (net of income taxes)

Foreign exchange translation adjustment

1,334 (517 )

Postretirement benefits reserves adjustment (excluding amortization)

(405 ) 212

Amortization of postretirement benefits reserves adjustment included in net periodic benefit costs

310 328

Change in fair value of cash flow hedges

3 0

Realized (gain)/loss from settled cash flow hedges included in net income

(19 ) 0

Comprehensive income including noncontrolling interests

12,136 6,598

Comprehensive income attributable to noncontrolling interests

319 374

Comprehensive income attributable to ExxonMobil

$ 11,817 $ 6,224

-8-


Table of Contents
4. Earnings Per Share

Three Months Ended
March 31,
2011 2010

EARNINGS PER COMMON SHARE

Net income attributable to ExxonMobil (millions of dollars)

$ 10,650 $ 6,300

Weighted average number of common shares outstanding (millions of shares)

4,963 4,722

Earnings per common share (dollars)

$ 2.14 $ 1.33

EARNINGS PER COMMON SHARE - ASSUMING DILUTION

Net income attributable to ExxonMobil (millions of dollars)

$ 10,650 $ 6,300

Weighted average number of common shares outstanding (millions of shares)

4,963 4,722

Effect of employee stock-based awards

8 14

Weighted average number of common shares outstanding - assuming dilution

4,971 4,736

Earnings per common share - assuming dilution (dollars)

$ 2.14 $ 1.33

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Table of Contents
5. Pension and Other Postretirement Benefits

Three Months Ended
March 31,
2011 2010
(millions of dollars)

Pension Benefits - U.S.

Components of net benefit cost

Service cost

$ 125 $ 110

Interest cost

198 199

Expected return on plan assets

(192 ) (181 )

Amortization of actuarial loss/(gain) and prior service cost

123 131

Net pension enhancement and curtailment/settlement cost

101 127

Net benefit cost

$ 355 $ 386

Pension Benefits - Non-U.S.

Components of net benefit cost

Service cost

$ 139 $ 123

Interest cost

316 296

Expected return on plan assets

(290 ) (252 )

Amortization of actuarial loss/(gain) and prior service cost

184 165

Net pension enhancement and curtailment/settlement cost

0 1

Net benefit cost

$ 349 $ 333

Other Postretirement Benefits

Components of net benefit cost

Service cost

$ 26 $ 24

Interest cost

103 103

Expected return on plan assets

(10 ) (9 )

Amortization of actuarial loss/(gain) and prior service cost

57 62

Net benefit cost

$ 176 $ 180

6. Financial and Derivative Instruments

Financial Instruments. 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 notable is long-term debt. The estimated fair value of total long-term debt, including capitalized lease obligations, was $12.8 billion at March 31, 2011, and $12.8 billion at December 31, 2010, as compared to recorded book values of $12.3 billion at March 31, 2011, and $12.2 billion at December 31, 2010. The fair value hierarchy for long-term debt is primarily Level 1 (quoted prices for identical assets in active markets).

Derivative Instruments. The Corporation’s size, strong capital structure, geographic diversity and the complementary nature of the Upstream, Downstream and Chemical businesses reduce the Corporation’s enterprise-wide risk from changes in interest rates, currency rates and commodity prices. As a result, the Corporation makes limited use of derivatives to mitigate the impact of such changes. The Corporation does not engage in speculative derivative activities or derivative trading activities nor does it use derivatives with leveraged features.

-10-


Table of Contents

When the Corporation does enter into derivative transactions, it is to offset exposures associated with interest rates, foreign currency exchange rates and hydrocarbon prices that arise from existing assets, liabilities and forecasted transactions. For derivatives designated as cash flow hedges, the Corporation’s activity is intended to manage the price risk posed by physical transactions.

The estimated fair value of derivative instruments outstanding and recorded on the balance sheet was a net asset of $168 million and $172 million at March 31, 2011, and at year-end 2010, respectively. This is the amount that the Corporation would have received from third parties if these derivatives had been settled in the open market. Assets and liabilities associated with derivatives are predominantly recorded either in “Other current assets” or “Accounts payable and accrued liabilities”. The March 31, 2011, net asset balance includes the Corporation’s outstanding cash flow hedge position, acquired as a result of the June 2010 XTO merger, of $164 million. As the current cash flow hedge positions settle, these programs will be discontinued.

The fair value hierarchy for derivative instruments is primarily Level 2 (either market prices for similar assets in active markets or prices quoted by a broker or other market-corroborated prices).

The Corporation recognized a before-tax gain related to derivative instruments of $20 million during the three month period ended March 31, 2011, and $2 million during the three month period ended March 31, 2010. Income statement effects associated with derivatives are recorded either in “Sales and other operating revenue” or “Crude oil and product purchases”. Of the amount stated above for 2011, cash flow hedges resulted in a before-tax gain of $33 million. The ineffective portion of derivatives designated as hedges is de minimis.

The principal natural gas futures contracts and swap agreements acquired as part of the XTO merger that are in place as of March 31, 2011, will expire at the end of 2011. The associated volume of natural gas is 250 mcfd at a weighted average NYMEX price of $7.02 per thousand cubic feet. These derivative contracts qualify for cash flow hedge accounting. The Corporation will receive the cash flow related to these derivative contracts at the price indicated above. However, the amount of the income statement gain or loss realized from these contracts will be limited to the change in fair value of the derivative instruments from the acquisition date of XTO.

The Corporation believes that there are no material market or credit risks to the Corporation’s financial position, results of operations or liquidity as a result of the derivative activities described above.

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Table of Contents
7. Disclosures about Segments and Related Information

Three Months Ended
March 31,
2011 2010
(millions of dollars)

EARNINGS AFTER INCOME TAX

Upstream

United States

$ 1,279 $ 1,091

Non-U.S.

7,396 4,723

Downstream

United States

694 (60 )

Non-U.S.

405 97

Chemical

United States

669 539

Non-U.S.

847 710

All other

(640 ) (800 )

Corporate total

$ 10,650 $ 6,300

SALES AND OTHER OPERATING REVENUE (1)

Upstream

United States

$ 3,286 $ 1,266

Non-U.S.

8,878 6,308

Downstream

United States

27,537 21,813

Non-U.S.

59,191 48,857

Chemical

United States

3,647 3,397

Non-U.S.

6,708 5,393

All other

4 3

Corporate total

$ 109,251 $ 87,037

(1)    Includes sales-based taxes

INTERSEGMENT REVENUE

Upstream

United States

$ 2,359 $ 2,142

Non-U.S.

12,305 9,552

Downstream

United States

4,530 3,384

Non-U.S.

16,501 12,957

Chemical

United States

2,816 2,308

Non-U.S.

2,450 2,037

All other

64 70

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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 ($2,457 million long-term at March 31, 2011) and the debt securities due 2011 ($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.

Exxon Mobil
Corporation
Parent
Guarantor
SeaRiver
Maritime
Financial
Holdings
Inc.
All Other
Subsidiaries
Consolidating
and
Eliminating
Adjustments
Consolidated
(millions of dollars)

Condensed consolidated statement of income for three months ended March 31, 2011

Revenues and other income

Sales and other operating revenue,
including sales-based taxes

$ 4,247 $ $ 105,004 $ $ 109,251

Income from equity affiliates

11,154 (4 ) 3,795 (11,118 ) 3,827

Other income

30 896 926

Intercompany revenue

12,228 1 107,781 (120,010 )

Total revenues and other income

27,659 (3 ) 217,476 (131,128 ) 114,004

Costs and other deductions

Crude oil and product purchases

14,106 163,771 (117,380 ) 60,497

Production and manufacturing expenses

1,877 8,989 (1,346 ) 9,520

Selling, general and administrative expenses

730 3,069 (172 ) 3,627

Depreciation and depletion

386 3,375 3,761

Exploration expenses, including dry holes

64 270 334

Interest expense

54 68 1,039 (1,132 ) 29

Sales-based taxes

7,916 7,916

Other taxes and duties

9 9,394 9,403

Total costs and other deductions

17,226 68 197,823 (120,030 ) 95,087

Income before income taxes

10,433 (71 ) 19,653 (11,098 ) 18,917

Income taxes

(217 ) (25 ) 8,246 8,004

Net income including noncontrolling interests

10,650 (46 ) 11,407 (11,098 ) 10,913

Net income attributable to noncontrolling interests

263 263

Net income attributable to ExxonMobil

$ 10,650 $ (46 ) $ 11,144 $ (11,098 ) $ 10,650

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Exxon Mobil
Corporation
Parent
Guarantor
SeaRiver
Maritime
Financial
Holdings
Inc.
All Other
Subsidiaries
Consolidating
and
Eliminating
Adjustments
Consolidated
(millions of dollars)

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

$ 3,933 $ $ 83,104 $ $ 87,037

Income from equity affiliates

6,212 2,514 (6,189 ) 2,537

Other income

62 615 677

Intercompany revenue

9,486 1 80,646 (90,133 )

Total revenues and other income

19,693 1 166,879 (96,322 ) 90,251

Costs and other deductions

Crude oil and product purchases

9,800 124,635 (87,650 ) 46,785

Production and manufacturing expenses

1,937 7,804 (1,306 ) 8,435

Selling, general and administrative expenses

730 2,952 (168 ) 3,514

Depreciation and depletion

418 2,862 3,280

Exploration expenses, including dry holes

75 611 686

Interest expense

68 61 954 (1,028 ) 55

Sales-based taxes

6,815 6,815

Other taxes and duties

8 8,605 8,613

Total costs and other deductions

13,036 61 155,238 (90,152 ) 78,183

Income before income taxes

6,657 (60 ) 11,641 (6,170 ) 12,068

Income taxes

357 (23 ) 5,159 5,493

Net income including noncontrolling interests

6,300 (37 ) 6,482 (6,170 ) 6,575

Net income attributable to noncontrolling interests

275 275

Net income attributable to ExxonMobil

$ 6,300 $ (37 ) $ 6,207 $ (6,170 ) $ 6,300

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Exxon Mobil
Corporation
Parent
Guarantor
SeaRiver
Maritime
Financial
Holdings
Inc.
All Other
Subsidiaries
Consolidating
and
Eliminating
Adjustments
Consolidated
(millions of dollars)

Condensed consolidated balance sheet as of March 31, 2011

Cash and cash equivalents

$ 367 $ $ 12,466 $ $ 12,833

Cash and cash equivalents - restricted

225 176 401

Notes and accounts receivable - net

2,630 11 33,046 (541 ) 35,146

Inventories

1,712 14,550 16,262

Other current assets

403 6,977 7,380

Total current assets

5,337 11 67,215 (541 ) 72,022

Property, plant and equipment - net

18,983 184,743 203,726

Investments and other assets

266,465 454 474,943 (698,077 ) 43,785

Intercompany receivables

20,088 2,633 561,228 (583,949 )

Total assets

$ 310,873 $ 3,098 $ 1,288,129 $ (1,282,567 ) $ 319,533

Notes and loan payables

$ 1,776 $ 13 $ 1,771 $ $ 3,560

Accounts payable and accrued liabilities

3,263 54,437 57,700

Income taxes payable

12,857 (541 ) 12,316

Total current liabilities

5,039 13 69,065 (541 ) 73,576

Long-term debt

295 2,457 9,564 12,316

Postretirement benefits reserves

9,994 10,082 20,076

Deferred income tax liabilities

557 96 35,468 36,121

Other long-term obligations

4,756 15,157 19,913

Intercompany payables

138,752 382 444,815 (583,949 )

Total liabilities

159,393 2,948 584,151 (584,490 ) 162,002

Earnings reinvested

307,361 (894 ) 143,400 (142,506 ) 307,361

Other ExxonMobil equity

(155,881 ) 1,044 554,527 (555,571 ) (155,881 )

ExxonMobil share of equity

151,480 150 697,927 (698,077 ) 151,480

Noncontrolling interests

6,051 6,051

Total equity

151,480 150 703,978 (698,077 ) 157,531

Total liabilities and equity

$ 310,873 $ 3,098 $ 1,288,129 $ (1,282,567 ) $ 319,533

Condensed consolidated balance sheet as of December 31, 2010

Cash and cash equivalents

$ 309 $ $ 7,516 $ $ 7,825

Cash and cash equivalents - restricted

371 257 628

Notes and accounts receivable - net

2,104 30,346 (166 ) 32,284

Inventories

1,457 11,519 12,976

Other current assets

239 5,032 5,271

Total current assets

4,480 54,670 (166 ) 58,984

Property, plant and equipment - net

18,830 180,718 199,548

Investments and other assets

255,005 458 462,893 (674,378 ) 43,978

Intercompany receivables

18,186 2,457 528,405 (549,048 )

Total assets

$ 296,501 $ 2,915 $ 1,226,686 $ (1,223,592 ) $ 302,510

Notes and loan payables

$ 1,042 $ 13 $ 1,732 $ $ 2,787

Accounts payable and accrued liabilities

2,987 47,047 50,034

Income taxes payable

3 9,975 (166 ) 9,812

Total current liabilities

4,029 16 58,754 (166 ) 62,633

Long-term debt

295 2,389 9,543 12,227

Postretirement benefits reserves

9,660 9,707 19,367

Deferred income tax liabilities

642 107 34,401 35,150

Other long-term obligations

5,632 14,822 20,454

Intercompany payables

129,404 382 419,262 (549,048 )

Total liabilities

149,662 2,894 546,489 (549,214 ) 149,831

Earnings reinvested

298,899 (848 ) 132,357 (131,509 ) 298,899

Other ExxonMobil equity

(152,060 ) 869 542,000 (542,869 ) (152,060 )

ExxonMobil share of equity

146,839 21 674,357 (674,378 ) 146,839

Noncontrolling interests

5,840 5,840

Total equity

146,839 21 680,197 (674,378 ) 152,679

Total liabilities and equity

$ 296,501 $ 2,915 $ 1,226,686 $ (1,223,592 ) $ 302,510

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Exxon Mobil
Corporation
Parent
Guarantor
SeaRiver
Maritime
Financial
Holdings
Inc.
All Other
Subsidiaries
Consolidating
and
Eliminating
Adjustments
Consolidated
(millions of dollars)

Condensed consolidated statement of cash flows for three months ended March 31, 2011

Cash provided by/(used in) operating activities

$ (36 ) $ 1 $ 16,992 $ (101 ) $ 16,856

Cash flows from investing activities

Additions to property, plant and equipment

(600 ) (6,451 ) (7,051 )

Sales of long-term assets

39 1,302 1,341

Net intercompany investing

7,232 (176 ) (7,457 ) 401

All other investing, net

146 211 357

Net cash provided by/(used in) investing activities

6,817 (176 ) (12,395 ) 401 (5,353 )

Cash flows from financing activities

Additions to long-term debt

98 98

Reductions in long-term debt

(29 ) (29 )

Additions/(reductions) in short-term debt - net

734 9 743

Cash dividends

(2,188 ) (101 ) 101 (2,188 )

Net ExxonMobil shares sold/(acquired)

(5,269 ) (5,269 )

Net intercompany financing activity

226 (226 )

All other financing, net

175 (104 ) (175 ) (104 )

Net cash provided by/(used in) financing activities

(6,723 ) 175 99 (300 ) (6,749 )

Effects of exchange rate changes on cash

254 254

Increase/(decrease) in cash and cash equivalents

$ 58 $ $ 4,950 $ $ 5,008

Condensed consolidated statement of cash flows for three months ended March 31, 2010

Cash provided by/(used in) operating activities

$ 1,253 $ 1 $ 11,898 $ (106 ) $ 13,046

Cash flows from investing activities

Additions to property, plant and equipment

(711 ) (5,045 ) (5,756 )

Sales of long-term assets

58 366 424

Net intercompany investing

3,699 (151 ) (3,901 ) 353

All other investing, net

165 165

Net cash provided by/(used in) investing activities

3,046 (151 ) (8,415 ) 353 (5,167 )

Cash flows from financing activities

Additions to long-term debt

27 27

Reductions in long-term debt

(3 ) (3 )

Additions/(reductions) in short-term debt - net

(30 ) (91 ) (121 )

Cash dividends

(1,986 ) (106 ) 106 (1,986 )

Net ExxonMobil shares sold/(acquired)

(2,453 ) (2,453 )

Net intercompany financing activity

203 (203 )

All other financing, net

150 (84 ) (150 ) (84 )

Net cash provided by/(used in) financing activities

(4,469 ) 150 (54 ) (247 ) (4,620 )

Effects of exchange rate changes on cash

(210 ) (210 )

Increase/(decrease) in cash and cash equivalents

$ (170 ) $ $ 3,219 $ $ 3,049

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EXXON MOBIL CORPORATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FUNCTIONAL EARNINGS SUMMARY

First Three Months

Earnings (U.S. GAAP)

2011 2010
(millions of dollars)

Upstream

United States

$ 1,279 $ 1,091

Non-U.S.

7,396 4,723

Downstream

United States

694 (60 )

Non-U.S.

405 97

Chemical

United States

669 539

Non-U.S.

847 710

Corporate and financing

(640 ) (800 )

Net Income attributable to ExxonMobil (U.S. GAAP)

$ 10,650 $ 6,300

Earnings per common share (dollars)

$ 2.14 $ 1.33

Earnings per common share - assuming dilution (dollars)

$ 2.14 $ 1.33

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 2011 RESULTS

ExxonMobil’s earnings reflect continued leadership in operational performance during a period of strong commodity prices. Earnings were $10.7 billion, up 69 percent from the first quarter of 2010, reflecting higher crude oil and natural gas realizations, increased refining margins and record Chemical performance.

In the first quarter, capital and exploration expenditures were $7.8 billion, up 14 percent from last year.

The Corporation returned over $7 billion to shareholders in the first quarter through dividends and share purchases to reduce shares outstanding.

First Three Months
2011 2010
(millions of dollars)

Upstream earnings

United States

$ 1,279 $ 1,091

Non-U.S.

7,396 4,723

Total

$ 8,675 $ 5,814

Upstream earnings for the first three months were $8,675 million, up $2,861 million from the first quarter of 2010. Higher crude oil and natural gas realizations increased earnings by nearly $2.6 billion. Production mix and volume effects decreased earnings by $160 million, while asset management activity and lower expenses increased earnings by $470 million.

On an oil-equivalent basis, production increased over 10 percent from the first quarter of 2010. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, production was up 12 percent.

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Liquids production totaled 2,399 kbd (thousands of barrels per day), down 15 kbd from the first quarter of 2010. Excluding the impacts of entitlement volumes, OPEC quota effects and divestments, liquids production was up 2 percent, as increased production in Qatar and the U.S. more than offset field decline.

First quarter natural gas production was 14,525 mcfd (millions of cubic feet per day), up 2,836 mcfd from 2010, driven by additional U.S. unconventional gas volumes and project ramp-ups in Qatar.

Earnings from U.S. Upstream operations were $1,279 million, $188 million higher than the first quarter of 2010. Non-U.S. Upstream earnings were $7,396 million, up $2,673 million from last year.

First Three Months
2011 2010
(millions of dollars)

Downstream earnings

United States

$ 694 $ (60 )

Non-U.S.

405 97

Total

$ 1,099 $ 37

First quarter Downstream earnings of $1,099 million were up $1,062 million from the first quarter of 2010. Higher industry refining margins, partly offset by lower marketing margins, increased earnings by $470 million. Positive volume and mix effects increased earnings by $350 million, while all other items, mainly favorable foreign exchange impacts, increased earnings by $240 million. Petroleum product sales of 6,267 kbd were 72 kbd higher than last year’s first quarter.

Earnings from the U.S. Downstream were $694 million, up $754 million from the first quarter of 2010. Non-U.S. Downstream earnings of $405 million were $308 million higher than last year.

First Three Months
2011 2010
(millions of dollars)

Chemical earnings

United States

$ 669 $ 539

Non-U.S.

847 710

Total

$ 1,516 $ 1,249

Record Chemical earnings of $1,516 million for the first three months were $267 million higher than 2010. Improved margins increased earnings by $470 million, while other items, including the absence of asset management gains from 2010, decreased earnings by $200 million. First quarter prime product sales of 6,322 kt (thousands of metric tons) were 166 kt lower than the prior year.

First Three Months
2011 2010
(millions of dollars)

Corporate and financing earnings

$ (640 ) $ (800 )

Corporate and financing expenses were $640 million during the first quarter of 2011, down $160 million from the first quarter of 2010 due to the absence of last year’s tax charge related to the U.S. health care legislation.

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LIQUIDITY AND CAPITAL RESOURCES

First Three Months
2011 2010
(millions of dollars)

Net cash provided by/(used in)

Operating activities

$ 16,856 $ 13,046

Investing activities

(5,353 ) (5,167 )

Financing activities

(6,749 ) (4,620 )

Effect of exchange rate changes

254 (210 )

Increase/(decrease) in cash and cash equivalents

$ 5,008 $ 3,049

Cash and cash equivalents (at end of period)

$ 12,833 $ 13,742

Cash and cash equivalents - restricted (at end of period)

401 0

Total cash and cash equivalents (at end of period)

$ 13,234 $ 13,742

Cash flow from operations and asset sales

Net cash provided by operating activities (U.S. GAAP)

$ 16,856 $ 13,046

Sales of subsidiaries, investments and property, plant and equipment

1,341 424

Cash flow from operations and asset sales

$ 18,197 $ 13,470

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 $13.2 billion at the end of the first quarter of 2011 compared to $13.7 billion at the end of the first quarter of 2010.

Cash provided by operating activities totaled $16.9 billion for the first three months of 2011, $3.8 billion higher than 2010. The major source of funds was net income including noncontrolling interests of $10.9 billion, adjusted for the noncash provision of $3.8 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 2011 used net cash of $5.4 billion compared to $5.2 billion in the prior year. Spending for additions to property, plant and equipment increased $1.3 billion to $7.1 billion. Proceeds from asset sales increased $0.9 billion to $1.3 billion.

Cash flow from operations and asset sales for the first three months of 2011 of $18.2 billion, including asset sales of $1.3 billion, increased $4.7 billion from the comparable 2010 period.

Net cash used in financing activities of $6.7 billion in the first three months of 2011 was $2.1 billion higher than 2010, mostly reflecting a higher level of purchases of shares of ExxonMobil stock.

During the first quarter of 2011, Exxon Mobil Corporation purchased 69 million shares of its common stock for the treasury at a gross cost of $5.7 billion. These purchases included $5 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 decreased from 4,979 million at the end of the fourth quarter 2010 to 4,926 million at the end of the first quarter 2011. 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 $7.2 billion in the first quarter of 2011 through dividends and share purchases to reduce shares outstanding.

Total debt of $15.9 billion at March 31, 2011, compared to $15.0 billion at year-end 2010. The Corporation’s debt to total capital ratio was 9.2 percent at the end of the first quarter of 2011 compared to 9.0 percent at year-end 2010.

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 net near-term financial requirements.

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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. Additionally, the Corporation continues to evaluate opportunities to enhance its business portfolio through acquisitions of assets or companies, and enters into such transactions from time to time. Key criteria for evaluating acquisitions include potential for future growth and attractive current valuations. Acquisitions may be made with cash, shares of the Corporation’s common stock, or both.

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 (ICSID) invoking ICSID jurisdiction under Venezuela’s Investment Law and the Netherlands-Venezuela Bilateral Investment Treaty. The ICSID Tribunal issued a decision on June 10, 2010, finding that it had jurisdiction to proceed on the basis of the Netherlands-Venezuela Bilateral Investment Treaty. The ICSID arbitration proceeding is continuing and a hearing on the merits is currently scheduled for the first quarter of 2012. An affiliate of ExxonMobil has also filed an arbitration under the rules of the International Chamber of Commerce (ICC) against PdVSA and a PdVSA affiliate for breach of their contractual obligations under certain Cerro Negro Project agreements. A hearing on the merits of the ICC arbitration concluded in September 2010 and the parties have filed post-hearing briefs. 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.

TAXES

First Three Months
2011 2010
(millions of dollars)

Income taxes

$ 8,004 $ 5,493

Effective income tax rate

47 % 50 %

Sales-based taxes

7,916 6,815

All other taxes and duties

10,316 9,349

Total

$ 26,236 $ 21,657

Income, sales-based and all other taxes and duties for the first quarter of 2011 of $26.2 billion were higher than 2010. In the first quarter of 2011, income tax expense increased to $8.0 billion reflecting the higher level of earnings, and the effective income tax rate was 47 percent, compared to $5.5 billion and 50 percent, respectively, in the prior year period. Sales-based taxes and all other taxes and duties increased in 2011 reflecting higher prices.

CAPITAL AND EXPLORATION EXPENDITURES

First Three Months
2011 2010
(millions of dollars)

Upstream (including exploration expenses)

$ 6,900 $ 5,546

Downstream

450 674

Chemical

449 614

Other

22 43

Total

$ 7,821 $ 6,877

In the first quarter of 2011, capital and exploration expenditures were $7.8 billion, up 14 percent from last year, as ExxonMobil continues with plans to invest between $33 billion and $37 billion per year over the next several years to develop new energy supplies to meet future demand growth. 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 project plans, costs, timing, and capacities; capital and exploration expenditures; and share purchase levels, could differ materially due to factors including: 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 2010 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, 2011, does not differ materially from that discussed under Item 7A of the registrant’s Annual Report on Form 10-K for 2010.

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, 2011. 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

Item 1. Legal Proceedings

Regarding a matter reported in the Corporation’s Form 10-Q for the first quarter of 2007, on January 11, 2011, Exxon Mobil Corporation settled a suit brought in September 2000 by The State of New York in Albany County, New York, against a number of parties, including ExxonMobil, relating to an alleged discharge of petroleum in Baldwin, New York, at a former Mobil-branded service station and a service station owned/operated by an unrelated party. The suit (captioned State of New York v. Task Oil Corp., Exxon Mobil Corp., et al. ) alleged that discharges from each service station had commingled and contaminated the soil and groundwater in the vicinity of the service stations. To resolve the matter with ExxonMobil, the New York State Department of Environmental Conservation issued a general release in favor of ExxonMobil in exchange for a payment of $730,000 by ExxonMobil for all State costs and interest. There was no penalty assessed in this matter against ExxonMobil.

As reported in the Corporation’s Form 10-K for 2010, the New York State Attorney General, Exxon Mobil Corporation and ExxonMobil Oil Corporation have agreed to enter into a Consent Decree to resolve issues relating to alleged contamination at ExxonMobil’s former Brooklyn, New York, terminal and refinery at issue in a lawsuit brought on July 17, 2007, in the U.S. District Court for the Eastern District of New York. The Consent Decree required ExxonMobil to undertake actions to investigate and remediate certain environmental conditions at the Brooklyn terminal and refinery, pay $19.5 million to fund Environmental Benefit Projects to benefit the Greenpoint Community; pay a civil penalty of $250,000; pay $250,000 for Natural Resources Damages Restoration Projects; pay past costs of the State for oversight of, investigation and remedial activities in the amount of $1.5 million and pay future State oversight costs, up to $3.5 million. On March 2, 2011, the Court approved the Consent Decree.

As reported in the Corporation’s 2010 Form 10-K, on February 17, 2011, the United States District Court for the District of New Jersey granted defendants’ motion to dismiss a purported shareholder lawsuit captioned Resnik v. Boskin et al., filed in 2009, alleging direct and derivative claims against the Corporation’s directors serving at the time, the “named executive officers” listed in the Corporation’s 2009 Proxy Statement (as defined in Securities and Exchange Commission regulations) and Exxon Mobil Corporation. The court found fatal flaws in the plaintiff’s three causes of action. On March 21, 2011, the court entered a final order dismissing the plaintiff’s amended complaint with prejudice. Plaintiff’s counsel has advised that the plaintiff does not plan to appeal the dismissal of the case.

Refer to the relevant portions of note 2 on pages 7 and 8 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, 2011

Period

Total Number
Of Shares
Purchased
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
Of Shares that May
Yet Be Purchased
Under the Plans or
Programs

January, 2011

23,616,900 $ 77.17 23,616,900

February, 2011

20,684,993 $ 84.02 20,684,993

March, 2011

25,124,067 $ 83.29 25,124,067

Total

69,425,960 $ 81.42 69,425,960 (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 28, 2011, the Corporation stated that second quarter 2011 share purchases to reduce shares outstanding are anticipated to equal $5 billion. 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.

Item 6. Exhibits

Exhibit

Description

3(ii) By-laws, as revised to April 27, 2011 (incorporated by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed on April 29, 2011).
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 Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal Accounting Officer.
32.1 Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Executive Officer.
32.2 Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Financial Officer.
32.3 Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Accounting Officer.
101 Interactive Data Files.

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EXXON MOBIL CORPORATION

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.

EXXON MOBIL CORPORATION

Date: May 5, 2011

By: /s/    Patrick T. Mulva

Name:

Title:

Patrick T. Mulva

Vice President, Controller and Principal

Accounting Officer

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INDEX TO EXHIBITS

Exhibit

Description

3(ii) By-laws, as revised to April 27, 2011 (incorporated by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed on April 29, 2011).
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 Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal Accounting Officer.
32.1 Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief Executive Officer.
32.2 Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Financial Officer.
32.3 Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal Accounting Officer.
101 Interactive Data Files.

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