Edgar Filing: EXXON MOBIL CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

☐ 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		(I.R.S. Employer
incorporation or organization)		Identification Number)

5959 LAS COLINAS BOULEVARD, IRVING, TEXAS 75039-2298

(Address of principal executive offices) (Zip Code)

(972) 444-1000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ 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 ☑ 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

☑

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 ☑

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, 2015
Common stock, without par value		4,181,108,290

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Condensed Consolidated Statement of Income Three months ended March 31, 2015 and 2014	3
Condensed Consolidated Statement of Comprehensive Income Three months ended March 31, 2015 and 2014	4
Condensed Consolidated Balance Sheet As of March 31, 2015 and December 31, 2014	5

Condensed Consolidated Statement of Cash Flows Three months ended March 31, 2015 and 2014	6
Condensed Consolidated Statement of Changes in Equity Three months ended March 31, 2015 and 2014	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	19

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6. Exhibits	21
Signature	22
Index to Exhibits	23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(millions of dollars)

			Three Months Ended
			March 31,
			2015	2014
Revenues and other income
	Sales and other operating revenue (1)		64,758	101,312
	Income from equity affiliates		2,261	4,108
	Other income		599	905
		Total revenues and other income	67,618	106,325
Costs and other deductions
	Crude oil and product purchases		32,698	57,866
	Production and manufacturing expenses		8,730	10,088
	Selling, general and administrative expenses		2,713	3,132
	Depreciation and depletion		4,300	4,192
	Exploration expenses, including dry holes		311	317
	Interest expense		88	66
	Sales-based taxes (1)		5,530	7,416
	Other taxes and duties		6,613	8,021
		Total costs and other deductions	60,983	91,098
Income before income taxes			6,635	15,227
	Income taxes		1,560	5,857
Net income including noncontrolling interests			5,075	9,370
	Net income attributable to noncontrolling interests		135	270
Net income attributable to ExxonMobil			4,940	9,100


Earnings per common share (dollars)			1.17	2.10

Earnings per common share - assuming dilution (dollars)			1.17	2.10


Dividends per common share (dollars)			0.69	0.63


(1) Sales-based taxes included in sales and other operating revenue			5,530	7,416

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(millions of dollars)

					Three Months Ended
					March 31,
					2015	2014

	Net income including noncontrolling interests				5,075	9,370
	Other comprehensive income (net of income taxes)
		Foreign exchange translation adjustment			(5,353)	(786)
		Adjustment for foreign exchange translation (gain)/loss included in net income			-	82
		Postretirement benefits reserves adjustment (excluding amortization)			813	(84)
		Amortization and settlement of postretirement benefits reserves adjustment
				included in net periodic benefit costs	351	316
		Unrealized change in fair value of stock investments			2	(54)
		Realized (gain)/loss from stock investments included in net income			8	-
			Total other comprehensive income		(4,179)	(526)
	Comprehensive income including noncontrolling interests				896	8,844
		Comprehensive income attributable to noncontrolling interests			(406)	59
	Comprehensive income attributable to ExxonMobil				1,302	8,785

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(millions of dollars)

				Mar. 31,	Dec. 31,
				2015	2014
Assets
	Current assets
		Cash and cash equivalents		5,184	4,616
		Cash and cash equivalents – restricted		43	42
		Notes and accounts receivable – net		25,031	28,009
		Inventories
			Crude oil, products and merchandise	11,792	12,384
			Materials and supplies	4,310	4,294
		Other current assets		4,298	3,565
			Total current assets	50,658	52,910
	Investments, advances and long-term receivables			34,471	35,239
	Property, plant and equipment – net			249,497	252,668
	Other assets, including intangibles – net			8,335	8,676
			Total assets	342,961	349,493

Liabilities
	Current liabilities
		Notes and loans payable		13,277	17,468
		Accounts payable and accrued liabilities		38,144	42,227
		Income taxes payable		4,512	4,938
			Total current liabilities	55,933	64,633
	Long-term debt			19,494	11,653
	Postretirement benefits reserves			24,632	25,802
	Deferred income tax liabilities			38,935	39,230
	Long-term obligations to equity companies			5,519	5,325
	Other long-term obligations			21,002	21,786
			Total liabilities	165,515	168,429

Commitments and contingencies (Note 3)

Equity
	Common stock without par value
		(9,000 million shares authorized, 8,019 million shares issued)		11,006	10,792
	Earnings reinvested			410,414	408,384
	Accumulated other comprehensive income			(22,595)	(18,957)
	Common stock held in treasury
		(3,838 million shares at March 31, 2015 and
		3,818 million shares at December 31, 2014)		(227,598)	(225,820)
			ExxonMobil share of equity	171,227	174,399
	Noncontrolling interests			6,219	6,665
			Total equity	177,446	181,064
			Total liabilities and equity	342,961	349,493

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

EXXON MOBIL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(millions of dollars)

				Three Months Ended
				March 31,
				2015	2014
Cash flows from operating activities
	Net income including noncontrolling interests			5,075	9,370
	Depreciation and depletion			4,300	4,192
	Changes in operational working capital, excluding cash and debt			(509)	2,452
	All other items – net			(868)	(911)
			Net cash provided by operating activities	7,998	15,103

Cash flows from investing activities
	Additions to property, plant and equipment			(6,844)	(7,328)
	Proceeds associated with sales of subsidiaries, property, plant and
		equipment, and sales and returns of investments		484	1,111
	Additional investments and advances			(282)	(457)
	Other investing activities – net			290	368
			Net cash used in investing activities	(6,352)	(6,306)

Cash flows from financing activities
	Additions to long-term debt			8,000	5,500
	Reductions in long-term debt			(10)	-
	Additions/(reductions) in short-term debt – net			(157)	(446)
	Additions/(reductions) in debt with three months or less maturity			(3,956)	(6,222)
	Cash dividends to ExxonMobil shareholders			(2,910)	(2,732)
	Cash dividends to noncontrolling interests			(40)	(58)
	Common stock acquired			(1,781)	(3,860)
	Common stock sold			-	2
			Net cash used in financing activities	(854)	(7,816)
Effects of exchange rate changes on cash				(224)	(24)
Increase/(decrease) in cash and cash equivalents				568	957
Cash and cash equivalents at beginning of period				4,616	4,644
Cash and cash equivalents at end of period				5,184	5,601

Supplemental Disclosures
	Income taxes paid			1,226	4,145
	Cash interest paid			170	87

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

	EXXON MOBIL CORPORATION
	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
	(millions of dollars)

			ExxonMobil Share of Equity
							Accumulated
								Other		Common
								Compre-		Stock		ExxonMobil		Non-
			Common		Earnings			hensive		Held in		Share of		controlling		Total
			Stock		Reinvested			Income		Treasury		Equity		Interests		Equity

Balance as of December 31, 2013				10,077		387,432			(10,725)		(212,781)		174,003		6,492		180,495
	Amortization of stock-based awards			201		-			-		-		201		-		201
	Tax benefits related to stock-based
		awards		3		-			-		-		3		-		3
	Other			(5)		-			-		-		(5)		-		(5)
	Net income for the period			-		9,100			-		-		9,100		270		9,370
	Dividends – common shares			-		(2,732)			-		-		(2,732)		(58)		(2,790)
	Other comprehensive income			-		-			(315)		-		(315)		(211)		(526)
	Acquisitions, at cost			-		-			-		(3,860)		(3,860)		-		(3,860)
	Dispositions			-		-			-		3		3		-		3
Balance as of March 31, 2014				10,276		393,800			(11,040)		(216,638)		176,398		6,493		182,891

Balance as of December 31, 2014				10,792		408,384			(18,957)		(225,820)		174,399		6,665		181,064
	Amortization of stock-based awards			213		-			-		-		213		-		213
	Tax benefits related to stock-based
		awards		3		-			-		-		3		-		3
	Other			(2)		-			-		-		(2)		-		(2)
	Net income for the period			-		4,940			-		-		4,940		135		5,075
	Dividends – common shares			-		(2,910)			-		-		(2,910)		(40)		(2,950)
	Other comprehensive income			-		-			(3,638)		-		(3,638)		(541)		(4,179)
	Acquisitions, at cost			-		-			-		(1,781)		(1,781)		-		(1,781)
	Dispositions			-		-			-		3		3		-		3
Balance as of March 31, 2015				11,006		410,414			(22,595)		(227,598)		171,227		6,219		177,446



			Three Months Ended March 31, 2015									Three Months Ended March 31, 2014
					Held in									Held in
	Common Stock Share Activity		Issued		Treasury			Outstanding				Issued		Treasury		Outstanding
			(millions of shares)									(millions of shares)

	Balance as of December 31			8,019		(3,818)			4,201				8,019		(3,684)		4,335
		Acquisitions		-		(20)			(20)				-		(41)		(41)
		Dispositions		-		-			-				-		-		-
	Balance as of March 31			8,019		(3,838)			4,181				8,019		(3,725)		4,294

The information in the Notes to Condensed Consolidated Financial Statements is an integral part of these statements.

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 2014 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. Prior data has been reclassified in certain cases to conform to the current presentation basis.

The Corporation's exploration and production activities are accounted for under the "successful efforts" method.

2. Recently Issued Accounting Standard

In May 2014, the Financial Accounting Standards Board issued a new standard, Revenue from Contracts with Customers. The standard establishes a single revenue recognition model for all contracts with customers, eliminates industry specific requirements, and expands disclosure requirements. The standard is required to be adopted beginning January 1, 2017. ExxonMobil is evaluating the standard and its effect on the Corporation’s financial statements.

3. Litigation and Other Contingencies

Litigation

A variety of claims have been made against ExxonMobil and certain of its consolidated subsidiaries in a number of pending lawsuits. Management has regular litigation reviews, including updates from corporate and outside counsel, to assess the need for accounting recognition or disclosure of these contingencies. The Corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. The Corporation does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated or when the liability is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and which are significant, the Corporation discloses the nature of the contingency and, where feasible, an estimate of the possible loss. For purposes of our contingency disclosures, “significant” includes material matters as well as other matters which management believes should be disclosed. 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 material adverse effect upon the Corporation's operations, financial condition, or financial statements taken as a whole.

Other Contingencies

The Corporation and certain of its consolidated subsidiaries were contingently liable at March 31, 2015, for guarantees relating to notes, loans and performance under contracts. Where guarantees for environmental remediation and other similar matters do not include a stated cap, the amounts reflect management’s estimate of the maximum potential exposure. 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.

As of March 31, 2015

Equity

Other

Company

Third Party

Obligations (1)

Obligations

Total

(millions of dollars)

Guarantees

Debt-related

126

Other

3,141

3,733

6,874

Total

3,229

3,771

7,000

(1) ExxonMobil share

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, 2015, were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.

The operations and earnings of the Corporation and its affiliates throughout the world have been, and may in the future be, affected from time to time in varying degree by political developments and laws and regulations, such as forced divestiture of assets; restrictions on production, imports and exports; price controls; tax increases and retroactive tax claims; expropriation of property; cancellation of contract rights and environmental regulations. Both the likelihood of such occurrences and their overall effect upon the Corporation vary greatly from country to country and are not predictable.

In accordance with a nationalization decree issued by Venezuela’s president in February 2007, by May 1, 2007, a subsidiary of the Venezuelan National Oil Company (PdVSA) assumed the operatorship of the Cerro Negro Heavy Oil Project. This Project had been operated and owned by ExxonMobil affiliates holding a 41.67 percent ownership interest in the Project. The decree also required conversion of the Cerro Negro Project into a “mixed enterprise” and an increase in PdVSA’s or one of its affiliate’s ownership interest in the Project, with the stipulation that if ExxonMobil refused to accept the terms for the formation of the mixed enterprise within a specified period of time, the government would “directly assume the activities” carried out by the joint venture. ExxonMobil refused to accede to the terms proffered by the government, and on June 27, 2007, the government expropriated ExxonMobil’s 41.67 percent interest in the Cerro Negro Project.

On September 6, 2007, affiliates of ExxonMobil filed a Request for Arbitration with the International Centre for Settlement of Investment Disputes (ICSID). 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. On October 9, 2014, the ICSID Tribunal issued its final award finding in favor of the ExxonMobil affiliates and awarding $1.6 billion as of the date of expropriation, June 27, 2007, and interest from that date at 3.25% compounded annually until the date of payment in full. The Tribunal also noted that one of the Cerro Negro Project agreements provides a mechanism to prevent double recovery between the ICSID award and all or part of an earlier award of $908 million to an ExxonMobil affiliate, Mobil Cerro Negro, Ltd., against PdVSA and a PdVSA affiliate, PdVSA CN, in an arbitration under the rules of the International Chamber of Commerce (ICC).

Judgment was entered on the ICSID award by the United States District Court for the Southern District of New York on October 10, 2014. The Republic of Venezuela filed a motion to vacate that judgment on procedural grounds on October 14, 2014, and later, a motion to modify the judgment by reducing the rate of interest to be paid on the ICSID award from the entry of the court’s judgment, until the date of payment. The court denied the Republic of Venezuela’s two motions on February 13, 2015, and March 4, 2015, respectively. The Republic of Venezuela filed a notice of appeal of the court’s actions on the two motions on March 9, 2015.

On October 23, 2014, the Republic of Venezuela filed with ICSID an application to revise the ICSID award such that it requires repayment of the value of the ICC award to PdVSA at the same time as payment is made to the ExxonMobil affiliates for the ICSID award and that provision be made for interest on the amount to be repaid. Thereafter, pursuant to ICSID arbitration rules, the ICSID award was stayed pending further action of the Tribunal. On October 27, 2014, ExxonMobil filed a response with ICSID that contests the application for revision of that award on both factual and jurisdictional grounds. On February 2, 2015, the Republic of Venezuela filed an application to annul the ICSID award. The application alleges that, in issuing the ICSID award, the Tribunal exceeded its powers, failed to state reasons on which the ICSID award was based, and departed from a fundamental rule of procedure. Upon registration of this application with ICSID on February 9, 2015, a further stay of the ICSID award was entered.

The federal court in New York has stayed its judgment until such time as the stays of the ICSID award entered following the Government of Venezuela’s filing of its two applications have been lifted. The net impact of these matters on the Corporation’s consolidated financial results cannot be reasonably estimated. Regardless, the Corporation does not expect the resolution to have a material effect upon the Corporation’s operations or financial condition.

An affiliate of ExxonMobil is one of the Contractors under a Production Sharing Contract (PSC) with the Nigerian National Petroleum Corporation (NNPC) covering the Erha block located in the offshore waters of Nigeria. ExxonMobil's affiliate is the operator of the block and owns a 56.25 percent interest under the PSC. The Contractors are in dispute with NNPC regarding NNPC's lifting of crude oil in excess of its entitlement under the terms of the PSC. In accordance with the terms of the PSC, the Contractors initiated arbitration in Abuja, Nigeria, under the Nigerian Arbitration and Conciliation Act. On October 24, 2011, a three-member arbitral Tribunal issued an award upholding the Contractors' position in all material respects and awarding damages to the Contractors jointly in an amount of approximately $1.8 billion plus $234 million in accrued interest. The Contractors petitioned a Nigerian federal court for enforcement of the award, and NNPC petitioned the same court to have the award set aside. On May 22, 2012, the court set aside the award. The Contractors have appealed that judgment. In June 2013, the Contractors filed a lawsuit against NNPC in the Nigerian federal high court in order to preserve their ability to seek enforcement of the PSC in the courts if necessary. In October 2014, the Contractors filed suit in the United States District Court for the Southern District of New York to enforce, if necessary, the arbitration award against NNPC assets residing within that jurisdiction. At this time, the net impact of this matter on the Corporation's consolidated financial results cannot be reasonably estimated. However, regardless of the outcome of enforcement proceedings, the Corporation does not expect the proceedings to have a material effect upon the Corporation's operations or financial condition.

4. Other Comprehensive Income Information

			Cumulative	Post-
			Foreign	retirement	Unrealized
			Exchange	Benefits	Change in
ExxonMobil Share of Accumulated Other			Translation	Reserves	Stock
Comprehensive Income			Adjustment	Adjustment	Investments	Total
		(millions of dollars)

Balance as of December 31, 2013			(846)	(9,879)	-	(10,725)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income		(555)	(93)	(54)	(702)
Amounts reclassified from accumulated other
	comprehensive income		82	305	-	387
Total change in accumulated other comprehensive income			(473)	212	(54)	(315)
Balance as of March 31, 2014			(1,319)	(9,667)	(54)	(11,040)

Balance as of December 31, 2014			(5,952)	(12,945)	(60)	(18,957)
Current period change excluding amounts reclassified
	from accumulated other comprehensive income		(4,784)	796	2	(3,986)
Amounts reclassified from accumulated other
	comprehensive income		-	340	8	348
Total change in accumulated other comprehensive income			(4,784)	1,136	10	(3,638)
Balance as of March 31, 2015			(10,736)	(11,809)	(50)	(22,595)

Three Months Ended

Amounts Reclassified Out of Accumulated Other

March 31,

Comprehensive Income - Before-tax Income/(Expense)

2015

2014

(millions of dollars)

Foreign exchange translation gain/(loss) included in net income

(Statement of Income line: Other income)

(82)

Amortization and settlement of postretirement benefits reserves

adjustment included in net periodic benefit costs (1)

(511)

(451)

Realized change in fair value of stock investments included in net income

(Statement of Income line: Other income)

(12)

(1) These accumulated other comprehensive income components are included in the computation of net periodic pension cost. (See Note 6 – Pension and Other Postretirement Benefits for additional details.)

		Three Months Ended
Income Tax (Expense)/Credit For		March 31,
Components of Other Comprehensive Income		2015	2014
		(millions of dollars)

Foreign exchange translation adjustment		90	(32)
Postretirement benefits reserves adjustment (excluding amortization)		(377)	50
Amortization and settlement of postretirement benefits reserves
	adjustment included in net periodic benefit costs	(160)	(135)
Unrealized change in fair value of stock investments		(1)	29
Realized change in fair value of stock investments
	included in net income	(4)	-
Total		(452)	(88)

5. Earnings Per Share

	Three Months Ended
	March 31,
	2015	2014

Earnings per common share

Net income attributable to ExxonMobil (millions of dollars)	4,940	9,100

Weighted average number of common shares outstanding (millions of shares)	4,211	4,328

Earnings per common share (dollars) (1)	1.17	2.10

(1) The calculation of earnings per common share and earnings per common share – assuming dilution are the same in each period shown.

6. Pension and Other Postretirement Benefits

			Three Months Ended
			March 31,
			2015	2014
			(millions of dollars)
Components of net benefit cost
	Pension Benefits - U.S.
		Service cost	195	177
		Interest cost	196	202
		Expected return on plan assets	(207)	(200)
		Amortization of actuarial loss/(gain) and prior service cost	138	104
		Net pension enhancement and curtailment/settlement cost	117	112
		Net benefit cost	439	395


	Pension Benefits - Non-U.S.
		Service cost	176	150
		Interest cost	218	285
		Expected return on plan assets	(278)	(298)
		Amortization of actuarial loss/(gain) and prior service cost	211	192
		Net benefit cost	327	329


	Other Postretirement Benefits
		Service cost	37	37
		Interest cost	90	92
		Expected return on plan assets	(7)	(9)
		Amortization of actuarial loss/(gain) and prior service cost	45	43
		Net benefit cost	165	163

7. 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, excluding capitalized lease obligations, was $19,735 million at March 31, 2015, and $11,660 million at December 31, 2014, as compared to recorded book values of $19,155 million at March 31, 2015, and $11,278 million at December 31, 2014. The increase in the estimated fair value and book value of long-term debt reflects the Corporation’s issuance of $8.0 billion of long-term debt in the first quarter of 2015. The $8.0 billion of long-term debt is comprised of $500 million of floating-rate notes due in 2018, $500 million of floating-rate notes due in 2022, $1,600 million of 1.305% notes due in 2018, $1,500 million of 1.912% notes due in 2020, $1,150 million of 2.397% notes due in 2022, $1,750 million of 2.709% notes due in 2025, and $1,000 million of 3.567% notes due in 2045.

The fair value of long-term debt by hierarchy level at March 31, 2015, is: Level 1 $19,226 million; Level 2 $446 million; and Level 3 $63 million. Level 1 represents quoted prices in active markets. Level 2 includes debt whose fair value is based upon a publicly available index. Level 3 involves using internal data augmented by relevant market indicators if available.

8. Disclosures about Segments and Related Information

			Three Months Ended
			March 31,
			2015	2014
Earnings After Income Tax			(millions of dollars)
	Upstream
		United States	(52)	1,244
		Non-U.S.	2,907	6,539
	Downstream
		United States	567	623
		Non-U.S.	1,100	190
	Chemical
		United States	605	679
		Non-U.S.	377	368
	All other		(564)	(543)
	Corporate total		4,940	9,100

Sales and Other Operating Revenue (1)
	Upstream
		United States	2,125	3,874
		Non-U.S.	4,122	5,827
	Downstream
		United States	18,389	30,412
		Non-U.S.	33,162	51,288
	Chemical
		United States	2,792	3,876
		Non-U.S.	4,166	6,032
	All other		2	3
	Corporate total		64,758	101,312

(1) Includes sales-based taxes

Intersegment Revenue
	Upstream
		United States	1,180	2,063
		Non-U.S.	4,857	10,781
	Downstream
		United States	3,076	4,909
		Non-U.S.	5,273	12,842
	Chemical
		United States	1,773	2,634
		Non-U.S.	1,321	2,267
	All other		68	67

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)		2015	2014
		(millions of dollars)
Upstream
	United States	(52)	1,244
	Non-U.S.	2,907	6,539
Downstream
	United States