2013 PY ExxonMobil Savings Plan 11-K 061813



UNITED STATES   

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 11-K



   [x]                      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

                             SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2013



OR


   [ ]                     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

                            SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________ to ___________



Commission file number 1-2256



A.

Full title of the plan and the address of the plan, if different from

that of the issuer named below:


EXXONMOBIL SAVINGS PLAN



                            B.   Name of issuer of the securities held pursuant to the plan

                                  and the address of its principal executive office:


EXXON MOBIL CORPORATION


5959 Las Colinas Boulevard


Irving, Texas 75039-2298







EXXONMOBIL SAVINGS PLAN




INDEX





 

Page

 

 

Financial Statements

 

 

 

         Statements of Net Assets Available for Benefits          

3

 

 

         Statement of Changes in Net Assets Available for Benefits         

4

 

 

         Notes to Financial Statements

5-10

 

 

Supplemental Schedule

 

 

 

         Schedule H, Line 4i - Schedule of Assets (Held At End of Year)         

11-12

 

 

Report of Independent Registered Public Accounting Firm

13

 

 

Signature

14

 

 

Exhibit Index

15

 

 

 

 
























-2-



EXXONMOBIL SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(millions of dollars)




 

 

December 31,

 

 

 

 

 

 

 

 

2013

 

 

2012


Assets

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value (Note 7):

 

 

 

 

 

 

 

 

 

 

 

   Exxon Mobil Corporation common stock

$

14,534

 

$

13,445

 

 

 

 

 

 

   Other investments

 

9,102

 

 

7,765

 

 

 

 

 

 

       Total investments

 

23,636

 

 

21,210

 

 

 

 

 

 

Receivables:

 

 

 

 

 

 

 

 

 

 

 

   Notes receivable from participants

 

214

 

 

224

 

 

 

 

 

 

   Accrued interest

 

2

 

 

3

 

 

 

 

 

 

   Other receivables

  

30

 

 

-

 

 

 

 

 

 

      Total receivables

 

246

 

 

227

 

 

 

 

 

 

           Total assets

 

23,882

 

 

21,437

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Payables and accrued liabilities

 

38

 

 

73

 

 

 

 

 

 

Payable for cash collateral on securities loaned

 

98

 

 

184

 

 

 

 

 

 

           Total liabilities

 

136

 

 

257

 

 

 

 

 

 

Net assets available for benefits

$

23,746

 

$

21,180











The accompanying notes are an integral part of these financial statements.




-3-



EXXONMOBIL SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2013

(millions of dollars)




Additions:

 

 

 

 

 

 

 

 

 

   Contributions:

 

 

 

 

 

 

 

 

 

      Employer

 

$

286

 

      Participant

 

 

466

 

      Transfers-in at fair value

 

 

17

 

 

 

 

 

 

          Total contributions

 

 

769

 

 

 

 

 

 

   Investment income:

 

 

 

 

 

 

 

 

 

      Interest

 

 

63

 

      Dividends

 

 

368

 

      Net appreciation in fair value of investments (Note 6)

 

 

3,480

 

 

 

 

 

 

           Net investment income

 

 

3,911

 

 

 

 

 

 

   Interest income on notes receivable from participants

 

 

8

 

 

 

 

 

 

               Total additions

 

 

4,688

 

 

 

 

 

 

Deductions:

 

 

 

 

 

 

 

 

 

   Benefit payments

 

 

(2,122

)

 

 

 

 

 

              Total deductions

 

 

(2,122

)

 

 

 

 

 

                  Net increase

 

 

   2,566

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

 

 

 

 

   Beginning of year

 

 

21,180

 

 

 

 

 

 

   End of year

 

$

23,746

 

 




The accompanying notes are an integral part of these financial statements.



-4-


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.


Contributions


The Plan permits participant contributions that range from 6% to 20% of each participant’s eligible pay. The Company matches only the minimum 6% contribution in an amount equal to 7% 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% upon the earliest of completion of 3 years of vesting service, reaching age 65 while employed, or upon death while an employee.


Forfeitures


During 2013, employer contributions totaling $0.9 million were forfeited by terminating employees and used to offset future 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.



-5-


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 7.


Under the terms of its trust agreement, the Plan engaged in an authorized form of security lending activities during the years ended December 31, 2013 and 2012.  In accordance with the Savings Plan Securities Lending Agreement with Northern Trust, the market value of the collateral held is required to be 102% of the market value of securities lent or 105% if the collateral held and securities lent are denominated in different currencies.  The fair value of ExxonMobil Common Assets fund securities on loan was $96 million and $180 million, at December 31, 2013 and 2012, respectively.  The securities on loan are reflected in the Statements of Net Assets Available for Benefits and the Schedule of Assets (Held at End of Year) at December 31, 2013 and 2012.  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 and 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.


The Plan is subject to normal risks associated with international and domestic debt and equity markets, including the investment in ExxonMobil common stock.


Transfers-in at fair value include participant-initiated rollovers of certain distributions from other tax-qualified plans into the Plan, and for 2013, a Company-initiated plan-to-plan transfer of certain accounts from the ExxonMobil Fuels Marketing Savings Plan ($6.5 million).


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 and 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.





-6-


EXXONMOBIL SAVINGS PLAN



NOTES TO FINANCIAL STATEMENTS




Note 3:  Party-in-Interest Transactions


During 2013, 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 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 May 19, 2011, that the Plan is qualified and the trust established under the Plan is tax-exempt under the appropriate sections of the Internal Revenue Code, provided that pre-approved amendments are adopted timely.  The Plan has been amended since requesting the determination letter.  However, counsel for the Company believes that these amendments have not adversely affected the Plan's qualified status and the related trust's tax-exempt status as of the financial statement date.  The Plan is subject to audit by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  


Note 5:  Expenses


Investment income from all sources is stated net of administrative expenses which include brokerage fees on purchases and sales of ExxonMobil common stock and management fees.  Plan administration expenses, to the extent not paid by the Company, are charged to and paid from the Plan's assets. Administrative expenses are recorded when incurred.


Note 6:  Investments


The following presents investments that represent 5 percent or more of the Plan's net assets available for benefits.


 

(millions of dollars)

 

December 31,

 

December 31,

 

2013

 

2012


Exxon Mobil Corporation

 

 

 

common stock, 144 and 155

 

 

 

million shares, respectively

$14,534

 

$13,445

 

 

 

 

NT S&P 500  Index Fund

 

 

 

468 and 470 thousand units,

 

 

 

respectively

2,721

 

2,061

 

 

 

 

NT Extended Equity Mkt Index Fund

 

 

 

3,697 and 3,484 thousand units,

 

 

 

respectively

1,800

 

1,226

 

 

 

 




-7-


EXXONMOBIL SAVINGS PLAN



NOTES TO FINANCIAL STATEMENTS




Note 6:  Investments (continued)


During 2013, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $3,480 million as follows:


 

 

(millions of dollars)


 

ExxonMobil common stock

  $2,181

 

 

 

Common collective trusts

    1,301

 

 

 

U. S. Government securities

         (2)

 

 

 

 

  $3,480

 

 


Note 7:  Assets Measured at Fair Value on a Recurring Basis


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:



-8-


EXXONMOBIL SAVINGS PLAN



NOTES TO FINANCIAL STATEMENTS




Note 7:  Assets Measured at Fair Value on a Recurring Basis (continued)



 

Fair Value Measurements at

December 31, 2013 Using

 (millions of dollars)

 

 

Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Description of investments

Value

 

(Level 1)

 

(Level 2)

 

 

 

 

 

 

 

 

ExxonMobil common stock

$14,534

 

$14,534

(1)

 

 

Fixed income

2,609

 

 

 

$ 2,609

(2)

Securities lending collateral fund

98

 

 

 

98

(3)

Common collective trusts:

 

 

 

 

 

 

  S&P 500 Fund

2,721

 

 

 

2,721

(4)

  Small & Mid Cap Fund

1,800

 

 

 

1,800

(4)

  International Equity Fund

1,005

 

 

 

1,005

(4)

  Aggregate Bond Fund

602

 

 

 

602

(5)

  Short term investments

267

 

 

 

267

(6)

 

 

 

 

 

 

 

   Total

$23,636

 

$14,534

 

$ 9,102

 



1)

For ExxonMobil common stock, fair value is based on observable quoted prices on an active exchange.

2)

For fixed income assets, fair value is based on observable inputs of comparable market transactions.

3)

For securities lending collateral fund investments, fair value is based on observable inputs of comparable market transactions.

4)

For investments in common and preferred stocks held in the form of units in common collective trusts that are redeemable daily at the unit value, including the measurement date, the unit value is treated as a Level 2 input. The fair value of the underlying securities owned by the common collective trusts is based on observable quoted prices on an active exchange which are Level 1 inputs.

5)

For investments in debt securities and fixed income assets held in the form of units in common collective trusts that are redeemable daily at the unit value, including the measurement date, the unit value is treated as a Level 2 input.

6)

For short-term investments held in the form of units in common collective trusts that are redeemable daily at the unit value, including the measurement date, the unit value is treated as a Level 2 input.



-9-


EXXONMOBIL SAVINGS PLAN



NOTES TO FINANCIAL STATEMENTS




Note 7:  Assets Measured at Fair Value on a Recurring Basis (continued)



 

Fair Value Measurements at

December 31, 2012 Using

(millions of dollars)

 

 



Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Description of investments

Value

 

(Level 1)

 

(Level 2)

 

 

 

 

 

 

 

 

ExxonMobil common stock

$13,445

 

$13,445

(1)

 

 

Fixed income

2,642

 

 

 

$ 2,642

(2)

Securities lending collateral fund

184

 

 

 

184

(3)

Common collective trusts:

 

 

 

 

 

 

  S&P 500 Fund

2,061

 

 

 

2,061

(4)

  Small & Mid Cap Fund

1,226

 

 

 

1,226

(4)

  International Equity Fund

760

 

 

 

760

(4)

  Aggregate Bond Fund

680

 

 

 

680

(5)

  Short term investments

212

 

 

 

212

(6)

 

 

 

 

 

 

 

   Total

$21,210

 

$13,445

 

$ 7,765

 



1)

For ExxonMobil common stock, fair value is based on observable quoted prices on an active exchange.

2)

For fixed income assets, fair value is based on observable inputs of comparable market transactions.

3)

For securities lending collateral fund investments, fair value is based on observable inputs of comparable market transactions.

4)

For investments in common and preferred stocks held in the form of units in common collective trusts that are redeemable daily at the unit value, including the measurement date, the unit value is treated as a Level 2 input. The fair value of the underlying securities owned by the common collective trusts is based on observable quoted prices on an active exchange which are Level 1 inputs.

5)

For investments in debt securities and fixed income assets held in the form of units in common collective trusts that are redeemable daily at the unit value, including the measurement date, the unit value is treated as a Level 2 input.

6)

For short-term investments held in the form of units in common collective trusts that are redeemable daily at the unit value, including the measurement date, the unit value is treated as a Level 2 input.



-10-



SCHEDULE H


EXXONMOBIL SAVINGS PLAN

SCHEDULE H, LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2013


(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

 

 

 

 

 

 

 

 

 

 

 

 

 

FANNIE MAE

0.500%

5/27/2015

         15,000

 

$       15,040

 

FED HOME LOAN MTG CORP

0.500%

5/13/2016

         10,000

 

          9,988

 

FED HOME LOAN MTG CORP

0.875%

10/14/2016

         22,000

 

        22,076

 

FED HOME LOAN MTG CORP

1.750%

9/10/2015

         16,000

 

        16,373

 

FED HOME LOAN MTG CORP

4.375%

7/17/2015

         25,000

 

        26,573

 

FED HOME LOAN MTG CORP PREASSIGN

5.500%

7/18/2016

         20,000

 

        22,440

 

FED HOME LOAN MTG CORP PREASSIGN

2.500%

5/27/2016

         20,000

 

        20,932

 

FED HOME LOAN MTG CORP PREASSIGN

1.000%

8/27/2014

         22,000

 

        22,128

 

FED NATL MTG ASSN

0.750%

12/19/2014

          5,000

 

          5,027

 

FED NATL MTG ASSN

2.750%

2/5/2014

         22,000

 

        22,053

 

FED NATL MTG ASSN

0.625%

10/30/2014

         15,000

 

        15,055

 

FED NATL MTG ASSN NT

4.375%

10/15/2015

         20,000

 

        21,410

 

FED NATL MTG ASSN NT

4.875%

12/15/2016

         20,000

 

        22,371

 

FED NATL MTG ASSN PREASSIGN

4.125%

4/15/2014

         10,000

 

        10,114

 

FNMA FANNIE MAE

1.375%

11/15/2016

         40,000

 

        40,671

 

FNMA MTN

5.375%

7/15/2016

         15,000

 

        16,786

 

U.S SAVINGS BOND SERIES EE

1.300%

2/1/2039

       90,424

 

      90,424

 

U.S SAVINGS BOND SERIES EE

0.600%

1/1/2042

       91,334

 

      91,334

 

U.S SAVINGS BOND SERIES EE

1.100%

8/1/2041

       93,819

 

      93,819

 

U.S SAVINGS BOND SERIES EE

3.000%

3/1/2038

       103,783

 

103,783

 

U.S SAVINGS BOND SERIES EE

1.400%

6/1/2040

       89,167

 

      89,167

 

U.S SAVINGS BOND SERIES I

1.180%

5/1/2041

       195,047

 

      195,047

 

U.S SAVINGS BOND SERIES I

1.180%

1/1/2042

       187,586

 

      187,586

 

U.S SAVINGS BOND SERIES I

1.480%

1/1/2040

       187,497

 

      187,497

 

U.S SAVINGS BOND SERIES I

1.180%

1/1/2043

       179,312

 

      179,312

 

U.S SAVINGS BOND SERIES I

2.390%

2/1/2038

       216,867

 

      216,867

 

U.S SAVINGS BOND SERIES I

1.880%

2/1/2039

       196,010

 

      196,010

 

U.S SAVINGS BOND SERIES I

3.190%

10/1/2032

         131,858

 

       131,858

 

U.S SAVINGS BOND SERIES I

4.200%

10/1/2031

       294,476

 

      294,476

 

U.S SAVINGS BOND SERIES I

2.790%

1/1/2033

       242,914

 

      242,914

 

 

 

 

 

 

 

 

   TOTAL U.S. GOVERNMENT SECURITIES

 

 

 

 

$ 2,609,131

 

 

 

 

 

 

*

PARTICIPANT LOANS                                3.75% to 10.5%

Maturity from 1 to 147 months

$    214,353






*

Party-in-interest as defined by ERISA

 

 

 

 

 

**

Cost information is not required for participant-directed investments and, therefore, is not included

 

 

 

 

 

 

 



-11-


SCHEDULE H


EXXONMOBIL SAVINGS PLAN

SCHEDULE H, LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2013


(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

 

 

 

  468

 

$    2,721,548

*

NT EXTENDED EQUITY MARKET INDEX FUND

 

 

3,697

 

      1,799,736

*

NT WORLD EX-US INVESTABLE MARKET INDEX FUND

 

 

7,208

 

      1,004,570

*

NT AGGREGATE BOND INDEX FUND

 

 

 

   1,271

 

        601,550

*

NT GOVERNMENT STIF

 

 

 

 

266,853

 

 

 

 

 

 

 

 

      TOTAL COMMON COLLECTIVE TRUSTS

 

 

 

 

$   6,394,257

 

 

 

 

 

 

 

 

OTHER

 

 

 

 

 

 

 

 

 

 

 

 

*

CORE USA COLLATERAL FUND

 

 

 

 

$        98,036

 

 

 

 

 

 

 

 

COMMON STOCK

 

 

 

 

 

 

 

 

 

 

 

 

*

EXXON MOBIL CORPORATION

 

 

143,618

 

$ 14,534,053

 

 

 

 

 

 

 

        TOTAL ASSETS HELD FOR INVESTMENT PURPOSES

 

 

$ 23,849,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Party-in-interest as defined by ERISA

 

 

 

 

 

**

Cost information is not required for participant-directed investments and, therefore, is not included



-12-






Report of Independent Registered Public Accounting Firm



To the Participants and Administrator of the ExxonMobil Savings Plan:


In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the ExxonMobil Savings Plan (the “Plan”) at December 31, 2013 and 2012 and the changes in net assets available for benefits for the year ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule, Schedule of Assets (Held At End Of Year), is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan's management.  The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.




/s/ PricewaterhouseCoopers LLP


Houston, Texas

June 24, 2014








-13-


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/ D. Christopher Jeans              


D. Christopher Jeans

Administrator-Accounting



Dated:  June 24, 2014
































-14-




EXHIBIT INDEX




EXHIBIT

SUBMISSION MEDIA


23

Consent of PricewaterhouseCoopers LLP,

Electronic

Independent Registered Public Accounting Firm

Dated June 24, 2014




-15-