Annual Report of Employee Stock Plans (11-k)
June 21 2019 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 11‑K
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[x] ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2018
OR
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[ ] TRANSITION REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from __________ to ___________
Commission file number
1-2256
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A.
Full title of the plan and
the address of the plan, if different from that of the issuer named below:
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EXXONMOBIL SAVINGS PLAN
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B.
Name of issuer of the
securities held pursuant to the plan and the address of its principal
executive office:
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EXXON MOBIL
CORPORATION
5959 Las Colinas
Boulevard
Irving, Texas 75039-2298
EXXONMOBIL SAVINGS PLAN
TABLE OF CONTENTS
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Page
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Financial Statements
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Statements of Net Assets Available for
Benefits
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3
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Statement of Changes in Net Assets Available for
Benefits
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4
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Notes to Financial Statements
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5-9
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Supplemental Schedule
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Schedule H, Line 4i - Schedule of Assets (Held At End
Of Year)
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10-11
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Report of Independent Registered Public Accounting Firm
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12
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Signature
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13
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Exhibit Index
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14
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EXXONMOBIL SAVINGS PLAN
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STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS
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(millions of dollars)
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December 31,
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2018
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2017
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Assets
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Investments,
at fair value (Note 5):
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Exxon
Mobil Corporation common stock
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7,628
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10,060
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Other
investments
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9,747
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10,504
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Total
investments
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17,375
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20,564
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Receivables:
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Notes
receivable from participants
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166
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178
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Accrued
interest
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1
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-
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Other
receivables
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-
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6
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Total
receivables
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167
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184
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Total
assets
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17,542
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20,748
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Liabilities
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Payables
and accrued liabilities
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74
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61
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Total
liabilities
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74
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61
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Net
assets available for benefits
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17,468
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20,687
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The accompanying notes are
an integral part of these financial statements.
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EXXONMOBIL SAVINGS PLAN
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STATEMENT OF CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS
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FOR THE YEAR ENDED
DECEMBER 31, 2018
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(millions of dollars)
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Contributions:
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Employer
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279
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Participant
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450
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Transfers-in
at fair value
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85
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Total
contributions
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814
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Investment
income:
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Interest
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71
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Dividends
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370
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Net
depreciation in fair value of investments
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(2,291)
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Net
investment loss
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(1,850)
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Interest
income on notes receivable from participants
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8
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Benefit
payments
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(2,191)
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Net
decrease
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(3,219)
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Net
assets available for benefits:
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Beginning
of year
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20,687
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End
of year
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17,468
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The accompanying notes are
an integral part of these financial statements.
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EXXONMOBIL SAVINGS PLAN
NOTES TO FINANCIAL
STATEMENTS
Note 1: Description of the Plan
General
Active participants in the ExxonMobil Savings Plan
("Plan") are eligible employees of Exxon Mobil Corporation
("ExxonMobil" or the “Company") and certain affiliated
employers. The terms and conditions of the Plan are contained in the
ExxonMobil Benefit Plans Common Provisions document, the ExxonMobil Savings
Plan document, and the ExxonMobil Savings Trust document (collectively, the
"Plan Document"). The Plan is an "employee pension benefit
plan" described in Section 3(2) of the Employee Retirement Income Security
Act of 1974 ("ERISA"), a "defined contribution plan"
described in Section 3(34) of ERISA, and a non-leveraged Employee Stock
Ownership Plan. The notes to the financial statements give a general
description of the Plan. Participants should refer to the Plan Document for a
more complete discussion of the Plan's provisions.
Contributions
The Plan permits
p
articipant
contributions that range from 6 percent to 20 percent of each participant’s
eligible pay. The Company matches only the minimum 6 percent contribution in an
amount equal to 7 percent of a participant’s eligible pay.
Employees who are at least age 50 during the plan year and who
maximize the combination of their regular pretax and Roth contributions may
elect to make additional contributions.
Vesting
Participants are immediately vested in their contributions and all
earnings. Company contributions vest at 100 percent upon the earliest of
completion of 3 years of vesting service, reaching age 65 while employed, or
death while an employee.
Forfeitures
During 2018, employer contributions totaling $1 million were
forfeited by terminating employees and used to offset employer contributions.
Other Plan Provisions
Other Plan provisions including eligibility, enrollment,
participation, forfeiture, loans, benefit payments (including withdrawals and
distributions), and investment options are described in the Plan Document.
Plan Termination
The Company may terminate or
amend the Plan at any time. In the event of termination, the net assets of the
Plan will be distributed in accordance with ERISA.
EXXONMOBIL SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
Note 2: Summary of
Significant Accounting Policies
Basis of Accounting
The financial statements of
the Plan are presented on the accrual basis. Benefit payments are reported
when paid.
Investment Valuation and
Income Recognition
Investments are stated at
fair value as described in Note 5.
Under the terms of its trust
agreement, the Plan engaged in an authorized form of security lending
activities during the years ended December 31, 2018 and 2017. In accordance
with the Savings Plan Securities Lending Agreement with The Northern Trust
Company, the market value of the collateral held at the time of trade execution
is required to be at least 102 percent of the market value of securities on loan
or at least 105 percent if the collateral held and securities on loan are
denominated in different currencies. The fair value of U.S. Government
securities on loan was $0.3 million and $0.0 million, at December 31, 2018 and
2017, respectively. The securities on loan are reflected in the Statements of
Net Assets Available for Benefits at December 31, 2018 and 2017 and the
Schedule of Assets (Held At End Of Year). The value of cash collateral obtained
and reinvested in short term investments is reflected as a liability on the
Plan’s financial statements.
Purchases and sales of
securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.
Net appreciation /
depreciation in the current value of investments includes realized gains and
losses on investments sold or disposed of during the year and unrealized gains
and losses on investments held at year end.
Transfers-in at fair value
include participant-initiated rollovers of certain distributions from other
tax-qualified plans into the Plan.
Use of Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets available for benefits, liabilities
and disclosure of contingent liabilities at the date of the financial statements,
and the reported amounts of changes in net assets available for benefits during
the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan participants invest
in various investment options offered by the Plan. Investments in these
Plan-offered options are subject to various risks, such as interest rate,
market value, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and that
such changes could materially affect the amounts reported in the Statements of
Net Assets Available for Benefits.
EXXONMOBIL SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
Note 2: Summary of
Significant Accounting Policies (continued)
Expenses
Investment income from all
sources is stated net of brokerage fees on purchases and sales of ExxonMobil
common stock, administrative expenses and investment management fees. Fees for
delivery of checks that are expedited upon request by participants are charged
to the participant’s account. All other administrative fees are paid by the
Company. Administrative expenses are recorded when incurred.
Note 3: Related Party and
Party in Interest Transactions
During 2018, certain Plan
investments were units of various funds managed by The Northern Trust Company.
The Northern Trust Company also provided custodial services to the Plan and
acted as securities lending agent during the Plan year, and therefore, purchases
and sales of these investments qualified as party in interest transactions.
The Plan holds Exxon Mobil Corporation common stock. Exxon Mobil Corporation
is the employer of Plan participants and is the Plan sponsor, and any
transactions in Exxon Mobil Corporation common stock qualify as party in
interest transactions.
Notes receivable from
participants (participant loans) also qualify as party in interest
transactions.
Note 4: Tax Status
The Internal Revenue Service
has determined and informed the Plan administrators by a letter dated
August 7, 2017, that the Plan and related trust are designed in accordance
with the applicable sections of the Internal Revenue Code (“IRC”). The Plan
has been amended since receiving the determination letter. The Plan
administrators and legal counsel believe the Plan is currently designed and is
being operated in compliance with the applicable requirements of the IRC. The
Plan is subject to audit by taxing jurisdictions; however, there are currently
no audits for any tax periods in progress.
Note 5: Fair Value
Measurements
The authoritative guidance
for fair value measurements provides a framework for measuring fair value. The
framework establishes a three-level fair value hierarchy based on the nature of
the information used to measure fair value. The terms “Level 1” and “Level 2”
are accounting terms that refer to different methods of valuing assets. The
terms do not represent the relative risk or credit quality of an investment.
The fair value hierarchies for the Plan assets are not a measure of the ability
of the Plan to meet Plan benefit obligations.
The following tables set
forth by level, within the fair value hierarchy, the Plan's assets at fair
value:
EXXONMOBIL SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
Note 5: Fair Value
Measurements (continued)
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Fair Value
Measurements at
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December
31, 2018 Using*
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(millions
of dollars)
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Quoted
Prices In
|
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Active
Markets for
|
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Significant
Other
|
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Identical
Assets
|
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Observable
Inputs
|
|
|
Description of investments
|
Value
|
|
(Level 1)
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(Level 2)
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ExxonMobil common stock
|
7,628
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7,628
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(1)
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U.S. Government Securities
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1,942
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1,942
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(2)
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Corporate Debt Securities
|
53
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53
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(2)
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Total
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9,623
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7,628
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1,995
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Common collective trusts (at net asset value)**:
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S&P 500 Fund
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3,484
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(3)
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Small & Mid Cap Fund
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2,060
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(3)
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World Ex-US Equity Fund
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1,247
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(3)
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Aggregate Bond Fund
|
911
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(4)
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Short term investments
|
50
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(5)
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Total
|
17,375
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(1)
For
ExxonMobil common stock, fair value is based on observable quoted prices on an
active exchange.
(2)
For U.S.
government securities and corporate debt securities, fair value is based on
observable inputs of comparable market transactions.
(3)
Investments
in common and preferred stocks held in the form of units in common collective
trusts are redeemable daily at the unit value, including the measurement date.
The fair value of the underlying securities owned by the common collective
trusts is based on observable quoted prices on an active exchange.
(4)
Investments
in debt securities and fixed income assets held in the form of units in common collective
trusts are redeemable daily at the unit value, including the measurement date.
(5)
Short term
investments held in the form of units in common collective trusts are
redeemable daily at the unit value, including the measurement date.
*
There are no “Level 3”
investments.
** Certain investments that are measured at
fair value using the net asset value per share (or its equivalent) practical
expedient have not been categorized in the fair value hierarchy. The fair value
amounts presented in this table are intended to permit reconciliation of the
fair value hierarchy to the amounts in the Statements of Net Assets.
EXXONMOBIL SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
Note 5: Fair Value
Measurements (continued)
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Fair Value
Measurements at
|
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December
31, 2017 Using*
|
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|
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(millions
of dollars)
|
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Quoted
Prices In
|
|
|
|
|
|
|
|
|
|
|
Active
Markets for
|
|
|
Significant
Other
|
|
|
|
|
|
|
|
Identical
Assets
|
|
|
Observable
Inputs
|
|
|
Description of investments
|
Value
|
|
(Level 1)
|
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|
(Level 2)
|
|
|
|
|
|
|
|
|
|
|
|
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|
ExxonMobil common stock
|
10,060
|
|
10,060
|
|
(1)
|
|
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|
U.S. Government Securities
|
2,005
|
|
|
|
|
2,005
|
|
(2)
|
|
|
|
|
|
|
|
|
|
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Total
|
12,065
|
|
10,060
|
|
|
2,005
|
|
|
|
|
|
|
|
|
|
|
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|
Common collective trusts (at net asset value)**:
|
|
|
|
|
|
|
|
|
|
S&P 500 Fund
|
3,778
|
(3)
|
|
|
|
|
|
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|
Small & Mid Cap Fund
|
2,311
|
(3)
|
|
|
|
|
|
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|
World Ex-US Equity Fund
|
1,440
|
(3)
|
|
|
|
|
|
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Aggregate Bond Fund
|
885
|
(4)
|
|
|
|
|
|
|
|
Short term investments
|
85
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
20,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
For
ExxonMobil common stock, fair value is based on observable quoted prices on an
active exchange.
(2)
For U.S.
government securities, fair value is based on observable inputs of comparable
market transactions.
(3)
Investments
in common and preferred stocks held in the form of units in common collective
trusts are redeemable daily at the unit value, including the measurement date.
The fair value of the underlying securities owned by the common collective
trusts is based on observable quoted prices on an active exchange.
(4)
Investments
in debt securities and fixed income assets held in the form of units in common
collective trusts are redeemable daily at the unit value, including the
measurement date.
(5)
Short term
investments held in the form of units in common collective trusts are
redeemable daily at the unit value, including the measurement date.
* There are no “Level 3” investments.
** Certain investments that are measured at
fair value using the net asset value per share (or its equivalent) practical
expedient have not been categorized in the fair value hierarchy. The fair value
amounts presented in this table are intended to permit reconciliation of the
fair value hierarchy to the amounts in the Statements of Net Assets.
|
|
|
|
|
|
|
|
|
SCHEDULE
H
|
|
|
|
|
|
|
|
|
|
|
|
|
EXXONMOBIL SAVINGS PLAN
|
SCHEDULE H, LINE 4i
|
SCHEDULE OF ASSETS (HELD
AT END OF YEAR)
|
DECEMBER 31, 2018
|
|
(a)
|
(b)
|
(c)
|
|
(d)
|
|
(e)
|
|
IDENTITY OF ISSUE
|
DESCRIPTION OF INVESTMENT
|
|
COST
|
|
CURRENT
|
*
|
|
|
|
|
|
|
**
|
|
VALUE
|
|
|
|
|
|
coupon
|
maturity
|
par/units
|
|
|
|
|
|
|
|
|
|
|
|
(000's)
|
|
|
|
($000's)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
GOVERNMENT SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLNMC
|
2.375%
|
02/16/21
|
6,000
|
|
|
|
5,979
|
|
FHLB
|
1.375%
|
02/18/21
|
3,740
|
|
|
|
3,653
|
|
FNMA
|
1.250%
|
05/06/21
|
5,000
|
|
|
|
4,855
|
|
FNMA
|
2.500%
|
04/13/21
|
10,000
|
|
|
|
9,992
|
|
U.S
SAVINGS BOND SERIES I
|
5.250%
|
10/01/31
|
365,006
|
|
|
|
365,006
|
|
U.S
SAVINGS BOND SERIES I
|
2.420%
|
05/01/44
|
189,277
|
|
|
|
189,277
|
|
U.S
SAVINGS BOND SERIES I
|
2.220%
|
01/01/43
|
132,856
|
|
|
|
132,856
|
|
U.S
SAVINGS BOND SERIES I
|
3.430%
|
02/01/38
|
246,938
|
|
|
|
246,938
|
|
U.S
SAVINGS BOND SERIES I
|
2.930%
|
02/01/39
|
219,298
|
|
|
|
219,298
|
|
U.S
SAVINGS BOND SERIES I
|
2.520%
|
01/01/40
|
205,879
|
|
|
|
205,879
|
|
U.S
SAVINGS BOND SERIES I
|
3.840%
|
01/01/33
|
281,810
|
|
|
|
281,810
|
|
U.S
SAVINGS BOND SERIES EE
|
3.000%
|
03/01/38
|
120,427
|
|
|
|
120,427
|
|
U.S
SAVINGS BOND SERIES I
|
4.240%
|
10/01/32
|
155,653
|
|
|
|
155,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL U.S. GOVERNMENT SECURITIES
|
|
|
|
|
|
1,941,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CORPORATE
DEBT SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BANK
OF MONTREAL
|
1.500%
|
07/18/19
|
10,000
|
|
|
|
9,925
|
|
BERKSHIRE
HATHAWAY
|
1.300%
|
08/15/19
|
5,000
|
|
|
|
4,948
|
|
BERKSHIRE
HATHAWAY
|
2.200%
|
03/15/21
|
10,000
|
|
|
|
9,869
|
|
BK
NEW YORK INC
|
2.200%
|
05/15/19
|
8,000
|
|
|
|
7,981
|
|
CR
SUISSE AG NEW
|
2.300%
|
05/28/19
|
5,000
|
|
|
|
4,985
|
|
ORACLE
CORP
|
5.000%
|
07/08/19
|
10,000
|
|
|
|
10,107
|
|
WELLS
FARGO & COMPANY
|
2.125%
|
04/22/19
|
5,000
|
|
|
|
4,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CORPORATE DEBT SECURITIES
|
|
|
|
|
|
52,800
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
PARTICIPANT
LOANS
|
3.75%
to 10.50%
|
Maturity
from 1 to 87 months
|
|
165,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Party
in interest as defined by ERISA
|
**
|
Cost
information is not required for participant-directed investments and,
therefore, is not included.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE
H
|
|
|
|
|
|
|
|
|
|
|
|
EXXONMOBIL SAVINGS PLAN
|
SCHEDULE H, LINE 4i
|
SCHEDULE OF ASSETS (HELD
AT END OF YEAR)
|
DECEMBER 31, 2018
|
|
(a)
|
(b)
|
(c)
|
(d)
|
|
(e)
|
|
IDENTITY OF ISSUE
|
DESCRIPTION OF INVESTMENT
|
COST
|
|
CURRENT
|
*
|
|
|
|
|
|
**
|
|
VALUE
|
|
|
|
|
|
coupon
|
maturity
|
par/units
|
|
|
|
|
|
|
|
|
|
|
(000's)
|
|
|
($000's)
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON
COLLECTIVE TRUSTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
NT
S&P 500 INDEX FUND
|
|
|
398
|
|
|
3,484,039
|
|
|
|
|
|
|
|
|
*
|
NT
EXTENDED EQUITY MARKET INDEX FUND
|
|
3,255
|
|
|
2,060,282
|
|
|
|
|
|
|
|
|
*
|
NT
WORLD EX-US INVESTABLE MARKET INDEX FUND
|
|
8,511
|
|
|
1,247,373
|
|
|
|
|
|
|
|
|
*
|
NT
AGGREGATE BOND INDEX FUND
|
|
|
1,695
|
|
|
910,610
|
|
|
|
|
|
|
|
|
*
|
NT
GOVERNMENT STIF FUND
|
|
|
50,467
|
|
|
50,467
|
|
|
|
|
|
|
|
|
*
|
NT
CORE SL STIF FUND
|
|
|
|
304
|
|
|
304
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON COLLECTIVE TRUSTS
|
|
|
|
|
|
7,753,075
|
|
|
|
|
|
|
|
|
|
COMMON
STOCK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
EXXON
MOBIL CORPORATION
|
|
|
111,869
|
|
|
7,628,184
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS HELD
|
|
|
|
|
17,541,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Party
in interest as defined by ERISA
|
**
|
Cost
information is not required for participant-directed investments and,
therefore, is not included
|
|
|
|
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
To
the
Administrator and Plan Participants of
the
ExxonMobil Savings Plan
Opinion on the
Financial Statements
We have
audited the accompanying statements of net assets available for benefits of the
ExxonMobil Savings Plan
(the “Plan”)
as of
December 31, 2018 and 2017
and the
related statement of changes in net assets available for benefits for the year
ended
December 31, 2018
, including the related notes
(collectively referred to as the “financial statements”). In our opinion, the
financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of
December 31, 2018 and 2017
, and the changes in net assets
available for benefits for the year ended
December 31, 2018
in conformity
with accounting principles generally accepted in the United States of America.
Basis for
Opinion
These
financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on the Plan’s financial statements
based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Plan in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in
accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or
fraud.
Our audits
included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on
a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Supplemental
Information
The supplemental
Schedule of Assets (Held At End Of Year
) as of December 31, 2018 has
been subjected to audit procedures
performed in conjunction with the audit
of the
Plan’s
financial statements
.
The supplemental schedule is the
responsibility
of the
Plan’s management. Our audit
procedures included determining whether the supplemental schedule reconciles to
the
financial statements
or the
underlying accounting and other records, as applicable, and performing
procedures to test the completeness and accuracy of the information presented
in the supplemental schedule.
In
forming our opinion on the supplemental schedule, we evaluated whether the
supplemental schedule, including its form and content, is presented in
conformity with
the Department of
Labor’s
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974.
In
our opinion,
the supplemental schedule is
fairly stated
,
in all material respects
,
in relation to the financial
statements as a whole.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
June 21, 2019
We have served as the Plan’s auditor since at least 1994. We have
not been able to determine the specific year we began serving as auditor of the
Plan.
SIGNATURE
The Plan
. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Savings Plan) have duly
caused this Annual Report to be signed by the undersigned hereunto duly
authorized.
|
ExxonMobil Savings Plan
|
|
|
|
|
|
/s/ Stephen J. Kestle
|
|
Stephen J. Kestle
|
|
Administrator-Accounting
|
|
|
Dated: June 21, 2019
|
|
EXHIBIT INDEX
EXHIBIT
23
|
Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm Dated June 21, 2019
|
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