Return of Private Foundation. C if exemption application is q pending, check here... Houston, TX 77092

Transcription

1 990 -PF Return of Private Foundation Form or Section 4947(a)(1) Trust Treated as Private Foundation Do not enter Social Security numbers on this form as it may be made public. Department of the Treasury I nternal Revenue service Information about Form 990-PF and its separate instructions is at OMB No For calendar y ear or tax y ear be g inning,, and endin g, 20 Name of foundation A Employer Identification number ExxonMobil Foundation Number and street (or P 0 box number If mail is not delivered to street address) Room/suite B Telephone number (see instructions) 4500 Dacoma, CORP-BH City or town, state or province, country, and ZIP or foreign postal code C if exemption application is q pending, check here..... Houston, TX G Check all that apply Initial return Initial return of a former public charity D 1. Foreign organizations, check here. El Final return Amended return 2. Foreign organizations meeting the 85% test. check here and attach Address change Name chang e computation El H Check type of organization x Section 501 ( CM3 exempt private foundation E If private foundation status was terminated Section 4947 ( a )( 1 ) nonexem p t charitable trust Other taxable p rivate foundation under section 507(b )(1)(A) check here. I Fair market value of all assets at J Accountin g method---- -Cash x- - Accrual F ihe foundaiion is in a 60-month termination end of year (from Part ll, col (c), line 1:1 Other ( specify ) under section 507(b )(1)(B), check here, 16) $ 106,013,353 (Part/, column (d) must be on cash basis) MMa Analysis of Revenue and Expenses (The ( d) Disbursements (a ) Revenue and total of amounts in columns (b), (c), and (d) (b) Net investment ( c) Adjusted net for charitable expenses per may not necessarily equal the amounts in income income purposes books column (a) (see instructions)) ( cash basis only),, I Contributions rfts, grants etc received ( attach schedule ) 110,654,768 2 Check if the foundation is not required to attach Sch B Interest on savings and temporary cash investments 3, , Dividends and interest from securities,,, S a Gross rents b Net rental income or (loss) ar 6a Net gain or ( loss) from sale of assets not on line 10 11, 9 4 9, b Gross sales price for all d assets on line 44,900,000 6a w 7 Capital gain net income (from Part IV, line 2) 41, 880, Net short - term capital gain Income modifications a Gross sales less returns and allowances b Less Cost of goods sold, c Gross profit or (loss ) ( attach schedule).,,, 11 Other income ( attach schedule ),,,,,, 12 Total. Add tines 1 throu g h 122,607,703 41,884, Compensation of officers, directors, trustees, etc,. y 14 Other employee salaries and wages..... of U) 15 Pension plans, employee benefits,..,,, ai 16 a Leg chedule) X... W b Acc untin a h sch dule) c Oth (DO slwl fe h schedule )... 24S, , 211 TO 17 Inter sd 1 18 Taxes ita chedule ) ( s abons ),,,,,, 600, Depr a I (atwh s I ) and depletion. 20 Occu a^ Travel c en6ft, an 4neett gs.,,,,, 22 Printin lar^ ubltcatlon 23 Other pens staff 1 schedu e) 9, 365 9, ) 24 Total o erating _and admirfisfrative expenses. C Add lines 13 through 23.,.....,, 854, , Contributions, gifts, grants paid , 2 5 5, , 7 4 7, Total expenses and disbursements Add lines 24 and 25 75, 109, , 002, Subtract line 26 from line 12 a Excess of revenue over expenses and disbursements 47,497,854 b Net investment income (if negative, enter -0-) 41,884,508 c Adjusted net income ( if negative, enter SSA For Paperwork Reduction Act Notice, see instructions. 3E Form 990-PF()

2 Form 990-PF() Paae 2 Attached schedules and amounts in the d escription co l umn s hou ld be for en d -of-year Beginning of year End of year Balance Sheets amounts only (See instructions ) (a) Book Value (b) Book Value (c) Fair Market Value I Cash - non-interest-bearing,,,,,,,,,,,,,,,,, 1,500,025 19, 0 9 9, ,099,353 2 Savings and temporary cash investments,,,,,,,,,,, 3 Accounts receivable Less allowance for doubtful accounts Pledges receivable Less allowance for doubtful accounts 5 Grants receivable,,,,,,,,,,,,,,,,,,,, 6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see instructions),,,, 7 Other notes and loans receivable (attach schedule) Less allowance for doubtful accounts, 8 Inventories for sale or use... 9 Prepaid expenses and deferred charges,,,,,,,,,,,, 10 a Investments - U S and state government obligations ( attach schedule),, to Investments - corporate stock (attach schedule),,,,,,,, - 3 0, c Investments - corporate bonds (attach schedule),,,,,,,, 11 Investments - land, buildings, and equipment basis , 914,000 Less accumulated depreciation 50,708,000 86,914, (attach schedule) , 914, Investments - mortgage loans Investments - other (attach schedule),,,,,,,,,,,,, 14 Land, buildings, and equipment basis Less accumulated depreciation (attach schedule ) Other assets (describe ) Total assets (to be completed by all filers - see the instructions Also, see page 1, item l) 52,177, ,013, ,013, Accounts payable and accrued expenses,,,,,,,,,,, 18 Grants payable,,,,,,,, 27, 974, , 364, 386 U) 19 Deferred revenue, _ 20 Loans from officers, directors, trustees, and other disqualified persons 21 Mortgages and other notes payable (attach schedule),,,,, _j 22 Other liabilities (describe ) ro 23 Total liabilities (add lines 17 through 22). 27,974,021 34,364,386 Foundations that follow SFAS 117, check here. X and complete lines 24 through 26 and lines 30 and Unrestricted , 203, , 648, Temporarily restricted 26 Permanently restricted Foundations that do not follow SFAS 117,... q LL o check here and complete lines 27 through 31. u, 27 Capital stock, trust principal, or current funds 28 Paid - in or capital surplus, or land, bldg, and equipment fund Q 29 Retained earnings, accumulated income, endowment, or other funds m 30 Total net assets or fund balances (see instructions), 24,203,934 71,648, 968 Z 31 Total liabilities and net assets / fund balances (see Instructions) 52, 177, , 013, 353 Anal sis of Chan g es in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part II, column ( a), line 30 ( must agree with end-of-year figure reported on prior year ' s return ) ,203, Enter amount from Part I, line 27a 2 47,497,854 3 Other increases not included in line 2 ( itemize ) SEE ATTACHMENT , Add fines 1, 2, and , 717, Decreases not included in line 2 (Itemize ) ATTACHMENT , Total net assets or fund balances at end of year ( line 4 minus Ilne 5)- Part II, column ( b), line ,648,968 Form 990-PF () JSA 3E

3 Form 990-PF () Page 3, Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind ( s) of property sold (e g real estate, 2-story brick warehouse, or common stock 200 shs MLC Co) How acquired P - Purchase D - Donation (c) Date acquired (mo, day, yr) (d) Date sold ( mo, da y, y r ) 1a Bethesda, MD - Real Estate D 11/28/ /08/ b Oran e Cit y, FL - Real Estate D 12 / 02 / / 26 / c Kat y, TX - Real Estate D 08 / 29 / 12 / 13 / d e (e) Gross sales price (f) Depreciation allowed (or allowable ) ( g) Cost or other basis plus expense of sale ( h) Gain or (loss) (e) plus ( f) minus (g) a 24,500, ,270,842 22,229,158 b 400, , ,088 c 20,000, ,201 19,846,799 d 0 e 0 Com p lete onl y for assets showin g gain in column ( h ) and owned by the foundation on 12 /31/69 (I) Gains ( Col (h) gain minus (I) F M V as of 12 / 31/69 (j) Adjusted basis ( k) Excess of col (i) col (k), but not less than -0-) or as of 12/31/69 over col ()), if any Losses ( from col (h)) a N/A N /A 0 22,229,158 b N/A N/A 0-195,088 C N/A N/A 0 19,846,799 d 0 0 e 0 0 If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) { If (loss ), enter -0 - in Part I, line 7 } 2 41,880,869 3 Net short - term capital gain or (loss ) as defined in sections 1222(5) and (6) If gain, also enter in Part I, line 8, column ( c) (see instructions) If (loss ), enter -0- in 1 Part I, line 8 J 3 0 FOMM Qualification Under Section 4940 ( e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income ) If section 4940(d)(2) applies, leave this part blank Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? q Yes No If "Yes," the foundation does not qualify under section 4940(e) Do not complete this part 1 Enter the appropriate amount in each column for each year, see the instructions before making any entries ( a ) Base period years Calendar year ( or tax yea r beginning in ) Adjusted qualifying distributions Net value of nonchantable - use assets Distribut io n ratio ( col (b) divided by col (c)) ,059,859 50,132, ,749,355 69,553, ,363,241 66,507, ,882,599 59,203, ,639,595 55,821, Total of line 1, column (d) Average distribution ratio for the 5 - year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years Enter the net value of noncharitable - use assets for from Part X, line , 193, Multiply line 4 by line ,320,431 6 Enter 1 % of net investment income (1 % of Part I, line 27b) , Add lines 5 and ,739,276 8 Enter qualifying distributions from Part XII, line ,002,542 If line 8 is equal to or greater than line 7, check the box In Part VI. line 1b. and complete that p art usina a 1% tax rate See the Part VI Instructions JSA 3E Form 990-PF()

4 Form 990-PF() Page 4 IMUM-Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or see instructions) 1 a Exempt operating foundations described in section 4940(d)(2). check here U and enter "N/A" on line 1,,, Date of ruling or determination letter ( attach copy of letter if necessary - see instructions) b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 837, 690 here q and enter 1 % of Part I, line 27b,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, c All other domestic foundations enter 2% of line 27b Exempt foreign organizations enter 4% of Part I, line 12, col (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-) Add lines 1 and , Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only Others enter -0-),., 4 5 Tax based on Investment income. Subtract line 4 from line 3 If zero or less, enter Credits/Payments a estimated tax payments and 2012 overpayment credited to,,,, 6a 610, b Exempt foreign organizations - tax withheld at source b c Tax paid with application for extension of time to file (Form 8868),,,,,,, 6c , d Backup withholding erroneously withheld d 7 Total credits and payments Add lines 6a through 6d , Enter any penalty for underpayment of estimated tax Check here q if Form 2220 is attached Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed , Overpayment If line 7 is more than the total of lines 5 and 8, enter the amount overpaid,,,,,,, Enter the amount of line 10 to be Credited to 2014 estimated tax Refunded 11 Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in any political campaign 's b Did it spend more than $100 during the year ( either directly or indirectly ) for political purposes (see Instructions for the definition )?... If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any matenals published or distributed by the foundation in connection with the activities c Did the foundation file Form 1120-POL for this year?,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, d Enter the amount ( if any ) of tax on political expenditures ( section 4955 ) imposed during the year (1) On the foundation $ ( 2) On foundation managers $ e Enter the reimbursement (if any ) paid by the foundation during the year for political expenditure tax imposed on foundation managers $ 2 Has the foundation engaged in any activities that have not previously been reported to the IRS?,,,,,,,,,,,,,,,, If "Yes, " attach a detailed description of the activities 3 Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes a Did the foundation have unrelated business gross income of $1,000 or more during the year? b If "Yes," has it filed a tax return on Form 990 -T for this year?,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year?,,,,,,,,,,,,,,,,,, If 'Yes," attach the statement required by General Instruction T 6 Are the requirements of section 508 ( e) (relating to sections 4941 through 4945 ) satisfied either By language in the governing instrument, or By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? Did the foundation have at least $ 5,000 in assets at any time during the year? If "Yes," complete Part ll, col (c), and Part XV 8a Enter the states to which the foundation reports or with which it is registered (see instructions) TX, NY, DC, NJ b If the answer is "Yes " to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General ( or designate) of each state as required by General Instruction G? If "No,"attach explanation Is the foundation claiming status as a private operating foundation within the meaning of section )(3) or )( 5) for calendar year or the taxable year beginning in (see instructions for Part XIV)' If "Yes," complete Part XIV Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and 1a lb 1c Yes No x x x 2 x 3 x 4a 4b x x 8b I X x x X Form 990-PF () N/A JSA 3E

5 Form PF () Page 5 Statements Reg ardin g Activities (continued) 11 At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512 (b)(13)7 If "Yes," attach schedule (see instructions) x 12 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If "Yes," attach statement (see instructions) x 13 Did the foundation comply with the public inspection requirements for its annual returns and exemption application? x Websiteaddress The books are in care of 1 Cor oration Telephone no ( 832) Located at 800 Bell Street, STE 2580 K, Houston, TX ZIP Section 4947 ( a)(1) nonexempt charitable trusts filing Form PF in lieu of Form Check here and enter the amount of tax - exempt interest received or accrued during the year N/A 16 At any time during calendar year, did the foundation have an interest in or a signature or other authority Yes No over a bank, securities, or other financial account in a foreign country? X See the instructions for exceptions and filing requirements for Form TD F If "Yes," enter the name of the forei g n country No. FUTIUM: Statements Regarding Activities for Which Form 4720 May Be Required I a File Form 4720 if any item is checked in the "Yes " column, unless an exception applies. Yes No During the year did the foundation (either directly or indirectly) (1) Engage in the sale or exchange, or leasing of property with a disqualified person? q Yes 0 No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? Yes x No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? x Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yes x No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? q Yes q No (6) Agree to pay money or property to a government official? ( Exception. Check "No" if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days ) q Yes q No b If any answer is "Yes" to la(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations section (d)-3 or in a current notice regarding disaster assistance (see instructions)? lb x Organizations relying on a current notice regarding disaster assistance check here q c Did the foundation engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in? c x 2 Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined in section 49420)(3) or 4942())(5)) a At the end of tax year, did the foundation have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before q Yes El No If "Yes," list the years ' ' ' b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer "No" and attach statement - see instructions) b N/A c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here 3a Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? q Yes q No b If "Yes," did it have excess business holdings in as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969, (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest, or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in ) b 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? a x b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its N/A 1 4b l I X Form 990-PF(2o13) JSA 3E`

6 Form 990 -PF () Page 6 Statements Regarding Activities for Which Form 4720 May Be Required (continued) 5a During the year did the foundation pay or incur any amount to (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e)) q Yes q No (2) Influence the outcome of any specific public election (see section 4955), or to carry on, directly or indirectly, any voter registration drive? Yes No (3) Provide a grant to an individual for travel, study, or other similar purposes? q Yes Nx No (4) Provide a grant to an organization other than a charitable, etc, organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)' (see instructions) q Yes q No (5) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? q Yes q No b If any answer is "Yes" to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations section or in a current notice regarding disaster assistance (see instructions)? b Organizations relying on a current notice regarding disaster assistance check here q c If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant's q Yes q No If "Yes," attach the statement required by Regulations section (d) 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? q Yes q No b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? b x If "Yes" to 6b, file Form a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? q Yes q No b If "Yes," did the foundation receive any p roceeds or have an y net income attributable to the transaction' 7b N/A Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers. directors. trustees. foundation manaaers and their compensation (see instructions). (b) Title, and average (c) Compensation (d) Contributions to (e) (a) Name and address hours per week (If not paid, employee benefit plans Expense account, devoted to p osition enter -0 - and deferred compensation other allowances SEE ATTACHMENT N/A , 2 Compensation of five hiahest- uaid emolovees (other than those included on line I - see instructi ons). If none. enter "NONE." (a) Name and address of each employee paid more than $ (b) Title, and average (d) Contributions to hours per week (c) Compensation employee benefit devoted to position plans and deferred compensation ( e) Expense account, other allowances NONE Total number of other em p lo yees p aid over $50,000. Form 990-PF () JSA 3 E

7 Form 990-PF ( ) Page 7 Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Five hi g hest - paid independent contractors for professional services ( see instructions ). If none, enter " NONE." (a) Name and address of each person paid more than $ 50,000 (b) Type of service (c) Compensation - THE- JK GROUP MORGAN LANE ADMINISTRATIVE 245,211 PLAINSBORO, NJ Total number of others receivin g over $50,000 for p rofessional services.. Summary of Direct Charitable Activities List the foundation 's four largest direct charitable activities during the tax year Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc Expenses 1 N/A Ill Summary of Proaram -Related Investments (see instructions) Describe the two largest program - related investments made by the foundation during the tax year on lines 1 and 2 Amount 1 N/A All other program - related investments See instructions Total. Add lines 1 through 3. 0 Form 990 -PF() JSA 3 E

8 Form 990- PF () Page 8 Minimum Investment Return (All domestic foundations must complete this part Foreign foundations, see instructions ) I Fair market value of assets not used (or held for use) directly in carrying out charitable, etc, purposes a Average monthly fair market value of securities Ia 0 b Average of monthly cash balances.... _,. lb 3,637, 848 c Fair market value of all other assets (see instructions) Ic 86,914, 000 d Total (add lines la, b, and c)....., Id 90, 551, 848 e Reduction claimed for blockage or other factors reported on lines la and 1c (attach detailed explanation) le 2 Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line Id Cash deemed held for charitable activities Enter 1 1 ` /2 % of line 3 (for greater amount, see 90,551, 848 instructions) ,358,278 5 Net value of noncharitable-use assets. Subtract line 4 from line 3 E nter here and on Pa rt V, line , 193, Minimum investment return. Enter 5% of line 5 6 4,459, 678 Distributable Amount (see instructions) (Section 49420)(3) and 0)(5) private operating foundations and certain foreign organizations check here 171 and do not complete this part ) 1 Minimum investment return from Part X, line ,459,678 2a Tax on investment income for from Part VI, line a 837, 690 b Income tax for (This does not include the tax from Part VI) 2b c Add lines 2a and 2b 2c 837,690 3 Distributable amount before adjustments Subtract line 2c from line 1,,,,,,,,,,,,,,,,,, 3 3,621,988 4 Recoveries of amounts treated as qualifying distributions,,,,,,,,,,,,,,,,,,,,,,,, 4 16, Add lines 3 and 4 5 3,638,168 6 Deduction from distributable amount (see instructions), Distributable amount as ad j usted Subtract line 6 from line 5 Enter here and on Part XIII, line , 638, 168 Qualifying Distributions ( see instructions) 1 Amounts paid ( including administrative expenses ) to accomplish charitable, etc, purposes a Expenses, contributions, gifts, etc - total from Part I, column ( d), line 26,.,, Ia 73, 002, 542 b Program - related investments - total from Part IX-B... lb 2 Amounts paid to acquire assets used ( or held for use) directly in carrying out charitable, etc, purposes Amounts set aside for specific charitable projects that satisfy the a Suitability test (prior IRS approval required) 3a b Cash distribution test ( attach the required schedule ) b 4 Qualifying distributions. Add lines 1 a through 3b Enter here and on Part V, line 8, and Part Xiii, line 4..,, ,002,542 5 Foundations that qualify under section 4940 ( e) for the reduced rate of tax on net investment income Enter 1 % of Part I, line 27b ( see instructions),,,,,,,,,,,,,, 5 6 Adjusted qualifying distributions. Subtract line 5 from line ,002,542 Note. The amount on line 6 will be used in Part V, column (b), in subsequent years when c alcula ting whether the foundation qua lifi e s for the section 4940(e) reduction of tax in those years Form 990-PF () JSA 3E

9 Form PF () Page 9 MOMR-Undistributed Income ( see instructions) 1 Distributable amount for from Part XI, (a) (b) (c) (d) Corpus Years prior to line7,,,,,,,,,,,,,,,,,,,,, 3,638,168 2 Undistributed income, if any, as of the end of a Enter amount for 2012 only b Total for pnor years 20,20,20 3 Excess distributions carryover, if any, to a From ,737,248 b From ,857,145 c From ,473,362 d From ,564,677 e From ,805,985 f Total of lines 3a through e , 438, Qualifying distributions for from Part XII, line4 $ 73,002,542 a Applied to 2012, but not more than line 2a.. 0 b Applied to undistributed income of prior years (Election required - see instructions ) c Treated as distributions out of corpus (Election required - see instructions ),,,.,..,.,, 0 d Applied to distributable amount.... 3, G38, 168 e Remaining amount distributed out of corpus.. 69,364,374 5 Excess distributions carryover applied to 0 (If an amount appears in column (d), the same amount must be shown in column (a) ) 6 Enter the net total of each column as indicated below: a Corpus Add lines 3f, 4c, and 4e Subtract line 5 430, 802, 791 b Prior years ' undistributed income Subtract line 4b from line 2b c Enter the amount of prior years ' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed d Subtract line 6c from line 6b Taxable amount - see instructions e Undistributed income for 2012 Subtract line 4a from line 2a Taxable amount - see instructions f Undistributed income for Subtract lines 4d and 5 from line 1 This amount must be distributed in Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)( 1)(F) or 4942(g)(3) (see instructions ) 68,500,000 8 Excess distributions carryover from 2008 not applied on line 5 or line 7 (see instructions ).. 9,237,248 9 Excess distributions carryover to Subtract lines 7 and 8 from line 6a 353,065, Analysis of line 9 a Excess from ,857, 145 b Excess from ,473,362 c Excess from ,564,677 d Excess from , 805, 985 e Excess from... 69,364,374 Form 990-PF(2o13) JSA 3E

10 Form 990 -PF () Page 10 Private Operating Foundations (see instructions and Part VII-A, question 9) 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for, enter the date of the ruling N/A b Check box to indicate whether the foundation is a private operating foundation described in section )( 3) or Li 49420)(5) Tax year Prior 3 years 2 a Enter the lesser of the adjusted (e) Total net income from Part I or the minimum investment return from Part X for each (a) (b) 2012 (c) 2011 ( d) 2010 year listed, b 85% of line 2a..... C Qualifying distributions from Part XII, line 4 for each year listed d Amounts included in line 2c not used directly for active conduct of exempt activities..... e Qualifying distributions made directly for active conduct of exempt activities Subtract line 2d from line 2c 3 Complete 3a. b, or c for the alternative test relied upon a "Assets" alternative test - enter I (1) Value of all assets,, (2) Value of assets qualifying under section )(3)(B)(i)..... b "Endowment" alternative testenter 2/3 of minimum investment return shown in Part X, line 6 for each year listed,,, C "Support" alternative test - enter (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section )(3)(B)(m) (3) Largest amount of support from an exempt organization (4) Gross investment income, 0 Supplementary Information ( Complete this part only if the foundation had $5, 000 or more in assets at any time during the year - see instructions.) Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received before the close of any tax year (but only if they have contributed more than $5,000) (See section 507(d)(2) ) by the foundation NONE b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest NONE 2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: a Check here q if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds If the foundation makes gifts, grants, etc (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d The name, address, and telephone number or address of the person to whom applications should be addressed SEE ATTACHED b The form in which applications should be submitted and information and materials they should include SEE ATTACHED c Any submission deadlines SEE ATTACHED d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors SEE ATTACHED JSA 3E Form 990-PF ()

11 Form 990-PF ( ) Page 11 FORIM Supplementary Information (continued) 3 Grants and Contributions Paid During the Year or Approved for Future Payment a Recipient p Name and address ( home or business ) Paid during the year If recipient is an indiadual, show any relationship to any foundation manager or substantial contributor Foundation status of recipient Purpose of grant or A mount contribution SEE ATTACHMENT 17 72,747,966 Total... 3a 72,747,966 b Approved for future payment SEE ATTACHMENT 17 24,311,172 JSA 3E Total 3b 24,311, 172 Form 990-PF ()

12 Form 990-PF () Page 12 Analysis of Income-Producing Activities Enter g ross amounts unless otherwise indicated Unrelated business income Excluded by section 512, 513, or 514 (e) I Pr( gram service revenue a b c d e f 9 Fees and contracts from government agencies 2 Membershlp dues and assessments Interest on savings and temporary cash investments 4 Dividends and interest from securities. 14 3, Net rental income or (loss) from real estate a b 6 Net rental income or (loss) from personal property 7 Ot h er investment income......, 8 Gai n or (loss) from sales of assets other than inventory 18 11,949,296 9 Ne t income or (loss) from special events Gr oss profit or (loss) from sales of inventory. 11 Ot h er revenue b c d e Debt-financed property , Not debt-financed property....,,,, 12 Subtotal Add columns ( b), (d), and (e) 0 11,952, Total. Add line 12, columns ( b), (d), and ( e) ,952,935 (See worksheet in line 13 instructions to verify calculations) - Relationship of Activities to the Accomplishment of Ex Line No. Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the y accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes) (See Instructions ) N/A a (a) Business code (b) Amount (c) Exclusion code (d ) Amount Related or exempt function income ( See instructions JSA Form 990-PF () 3E

13 Form 990-PF ( ) Page 13 Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or indirectly engage in any of the following with any other organization described Yes No in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting foundation to a noncharitable exempt organization of (1) Cash... 1a1 X b (2) Other assets la ( 2 ) X Other transactions (1) Sales of assets to a nonchantable exempt organization,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.1[jb ( i ) X (2) Purchases of assets from a noncharitable exempt organization b(2) X (3) Rental of facilities, equipment, or other assets b ( 3 ) x (4) Reimbursement arrangements b ( 4 ) X (5) Loans or loan guarantees b 5 X (6) Performance of services or membership or fundraising solicitations b 6 X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees c X d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received (a) Line no ( b) Amount involved (c) Name of noncharltable exempt organization (d) Description of transfers, transactions, and sharing arrangements N/A 2a Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501 ( c) of the Code ( other than section 501 (c )(3)) or in section 527?,,,,,,,,,,,,, [:1 Yes No b If "Yes." complete the followlna schedule N/A (a) Name of organization ( b) Type of organization (c) Description of relationship 5'TH Sign Here Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and plate Declaration of preparer ( other than taxpayer ) is based on all information of which preparer has any knowledge Signature of officer or trustee Date Paid PrinVType preparers name Preparers stgnatu

14 Schedule B (Form 990, 990-EZ, or 990-PF) Department of the Treasury Internal Revenue Service Name of the organization Schedule of Contributors Attach to Form 990, Form 990-EZ, or Form 990-PF. i nformation about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at OMB No Employer identification number ExxonMobi1 Foundati Organization type (check one) Filers of: Section: Form 990 or 990-EZ q 501(c)( ) (enter number ) organization q 4947( a)(1) nonexempt charitable trust not treated as a private foundation q 527 political organization Form 990-PF 0 501(c )(3) exempt private foundation q 4947( a)(1) nonexempt charitable trust treated as a private foundation q 501(c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note. Only a section 501(c)(7), (8), or ( 10) organization can check boxes for both the General Rule and a Special Rule See instructions General Rule For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or property) from any one contributor Complete Parts I and II Special Rules q For a section 501(c)(3) organization filing Form 990 or EZ that met the 33 1/3 % support test of the regulations under sections 509(a )( 1) and 170 (b)(1)(a)(vi) and received from any one contributor, during the year, a contribution of the greater of (1) $5,000 or (2) 2% of the amount on (I) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1 Complete Parts I and II q For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals Complete Parts I, II, and III q For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions for use exclusively for religious, charitable, etc, purposes, but these contributions did not total to more than $1,000 If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc, purpose Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc, contributions of $5,000 or more during the year $ Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2, of its Form 990, or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF) For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or 990-PF. Schedule B (Form 990, 990-EZ, or 990-PF) () JSA 3E

15 Schedule B (Form 990, 990 -EZ, or PF) () Page 2 Name of organization Employer identification number ExxonMobil Foundation Contributors (see instructions). Use duplicate copies of Part I if additional space is needed (a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution 1 Exxon Mobil Corporation Person Payroll 5959 Las Colinas Blvd. $ , 154, 768 Noncash x Irvign,_TX_ (Complete Part 11 for noncash noncascontributions ) (a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution 2 Exxon-Land-Development-Inc - Person Payroll Northchase Drive $ -- 48, 500, 000 Noncash x (Complete Part 11 for Houston, TX noncashcontributions ) (a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $ Noncash (Complete Part II for noncash contributions ) (a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $ Noncash (Complete Part II for noncash contributions ) (a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $ Noncash (Complete Part II for noncash contributions ) (a) (b) (c) (d) No. Name, address, and ZIP + 4 Total contributions Type of contribution Person Payroll $ Noncash (Complete Part II for noncash contributions) isa Schedule B (Form 990, 990-EZ, or 990 -PF) () 3 E

16 Schedule B (Form 990, 990-EZ, or 990-PF) () Page 3 Name of organization Employer identification number ExxonMobil Foundation Noncash Property (see instructions) Use duplicate copies of Part II if additional space is needed ( a) No. (c) from b FMV (or estimate ) Description of noncash property given Part I ( see instructions) Date received Tract of vacant land located at the southeat corner of IH 10 and BP Way in Houston, TX ,000,000 08/29/ ( a) No. (c) from b FMV (or estimate) ( Description of noncash property given Part I Date received (see instructions) acre tract of undeveloped land northwest of downtown Austin ,500,000 06/27/ ( a) No. (c) from (b) FMV (or estimate) (d) Description Part I of noncash property given Date received (see instructions) acres of commercial land in Cypress, TX ,300,000 07/17/_-- (a) No. (c) from b FIVIV (or estimate ) Description Part 1 of noncash property given ( see instructions) Date received 98.7 acres of undeveloped land in Cypress, TX ,700,000 07/31/--- (a) No. (c) from b FMV (or estimate) Description Part I of noncash property given (see instructions) Date received (a) No. (c) from b FMV (or estimate) (d) Description Part 1 of noncash property given Date received (see instructions) SSA Schedule B (Form 990, 990-EZ, or F) () 3 E

17 Schedule B (Form 990, 990-EZ, or Name of organization 13 Employer identification number ExxonMobil Foundation I Exclusively religious, charitable, etc., individual contributions to section 501(c )(7), (8), or ( 10) organizations that total more than $ 1,000 for the year. Complete columns (a) through ( e) and the following line entry For organizations completing Part III, enter the total of exclusively religious, charitable, etc, contributions of $1,000 or less for the year (Enter this information once. See instructions) $ Use duplicate copies of Part III if additional space is needed (a) No. from Part l (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP Relationship of transferor to transferee (a) No. from Part l (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP Relationship of transferor to transferee (a) No. from Part I (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP Relationship of transferor to transferee (a) No. from Part l (b) Purpose of gift (c) Use of gift (d) Description of how gift is held (e) Transfer of gift Transferee's name, address, and ZIP Relationship of transferor to transferee SSA Schedule B (Form 990, 990-EZ, or 990 -PF) () 3E

18 EXXONMOBIL FOUNDATION (E.I.N ) RETURN OF PRIVATE FOUNDATION CURRENT DISTRIBUTION OUT OF CORPUS TO SATISFY THE REQUIREMENTS OF THE INTERNAL REVENUE CODE Election under Treasury Regulation Section (a)-3(c)(2)(iv) to apply excess distributions from prior years in satisfaction of Internal Revenue Code Section 170(b)(1)(F)(ii) In accordance with the provisions of Treasury Regulation Section (a)-3(c)(2)(iv), the ExxonMobil Foundation hereby elects for to treat the amount listed below as a current distribution out of corpus to satisfy the distribution requirements of Internal Revenue Code Section 170(b)(1)(F)(ii) and Treasury Regulation Section 1.170A-9(g). The amount listed below was treated as a corpus distribution under Treasury Regulation Section (a)-3(d)(1)(iii) in the year listed below: 2008 $68,500,000 Assistant Secretary

19 Donor Exxon Mobil Corporation 5959 Las Colinas Blvd Irving, Texas ExxonMobil Foundation ( E.I.N ) Return of Private Foundation For Calendar Year Form 990-PF, Part I, Line 1 Substantial Contributors in Total Exxon Mobil Corporation - Cash Contributions Date Description 1/ Cash Contribution 2/ Cash Contribution 3/ Cash Contribution 4/ Cash Contribution 5/ Cash Contribution 10/ Cash Contribution 11/ Cash Contribution 12/ Cash Contribution Donated Property Date Donated Property Camelback 6/27/13 Camelback Austin, TX Austin, TX 145-acre tract undevelped land NW of downtown Austin ELDI - Exxon Land Development, Inc 7/17 /13 Fairfield - Commercial Parcel Friendswood Development Co - Fairfield Cypress, TX Master planned Community - Commercial Lots acre Cypress, TX ELDI - Exxon Land Development, Inc 7/31/ 13 Fairfield - Undeveloped Lots Friendswood Development Co - Fairfield Cypress, TX Master planned Community - undeveloped Lots 98 7-acre Cypress, TX Chemicals Bldg (EMCC HQ) 8/29/13 Chemicals Bldg (EMCC HQ) Katy Freeway, Katy, TX Katy Freeway, Katy, TX acre tract of undeveloped land parceled off south bldg tract Attachment 1 Value of Contribution 4,127,164 5,183,667 3,089,250 22,072, 574 4,581, ,310 2,219, ,100 42,154, 768 Value of Contribution 33,500,000 5,300,000 9,700,000 20,000,000 Total of Donated Property 68,500,000

20 EXXONMOBIL FOUNDATION BALANCE SHEET Attachment 2 ASSETS: Cash Available Other Receivables Current Assets Art Donation Real Estate Total Assets As Reported Adjusted 12/31 / 13 Adjustment 12/31/13 19,099,353 19,099, ,099, ,099, ,914, ,914, ,013, ,013, As Reported Adjusted 12/31/12 Ad j ustment 12/31/12 1,500,025 1,500,025 ( 30,070 ) ( 30,070 ) 1,469, ,469, ,023,000 ( 2,315,000 ) 50,708,000 54,492,955 2,315,000 52,177,955 LIABILITIES AND FUND BALANCE: Grants Payable - Short Term Other Payables and Accrued Liabilities Total Current Liabilities Grants Payable - Long Term Total Liabilities Fund Balance - Over/(Under) Funded Total Liabilities and Fund Balance ,364, ,364,386 34,364, ,364, ,364, ,364,386 71,648, ,648, ,013, ,013, ,974, ,974,021 27,974, ,974, ,974, ,974,021 26,518,934 ( 2,315,000 ) 24,203,934 54,492,955 ( 2,315,000 ) 52,177,955

21 EXXONMOBIL FOUNDATION (# ) Attachment 3 Return of Private Foundation For Calendar Year Form 990 PF, Part IV, Line 1 Gain/Losses on Real Estate / Securities PROPERTIES SOLD IN Donation Sale Book Sales Gain Selling Tax Tax Gain on Date Description Date Value Price (Loss ) Expenses Basis Sale 11/28/2011 Bethesda, MD /8/ 11, 800,000 24, 500,000 12, 700, ,473 1,722,369 22, 229,158 12/2/2003 Orange City, FL 0202G 8/26/ 425, ,000 (25,000 ) 24, ,058 (195,088) 8/29/13 Katy, TX acres 12/13/13 20, 000,000 20,000, , , 846,799 32,225, , 900,000 12,675, ,704 2,293,427 41,880,869

22 ExxonMobil Foundation (# ) Return of Private Foundation For Calendar Year Form 990 PF, Part 1, Line 16c Schedule of Professional Fees Attachment 4 Total Column A Consultants 0 Other Professional Services 245,211 Net Investment Column B Charitable Column D 0 245,211 Total Professional Fees 245, ,211

23 ExxonMobil Foundation ( E.I.N ) Attachment 5 Return of Private Foundation For Calendar Year Form 990 PF, Part III, Line 3 Analysis of Changes in Net Assets Adjusted Net Income Column C Prior Year's Grants Returned 16,180 Prior Year's Grants Cancelled 0 Total Income Modifications 16,180

24 ExxonMobil Foundation (# ) Return of Private Foundation For Calendar Year Form 990 PF, Part III, Line 5 Analysis of Changes in Net Assets of Fund Balances Attachment 6 Property SS # Location N/A Laurens, Sc 0202G Orange City, FL Total Land and Equipment Date Date of Acquired Appraisal Feb-99 1/3/13 Dec-03 3/27/13 Appraisal Change 123,000 (192,000) (69,000)

25 ExxonMobil Foundation (# ) Attachment 7 Return of Private Foundation For Calendar Year Form 990 PF, Part 1, Line 23 Other Expenses Net Total Investment Charitable Column A Column B Column D Stationery & Office Supplies Expenses on Security Sales Communications Expense Miscellaneous 9,365 9,365 0 Total 9,365 9,365 0

26 ExxonMobil Foundation (# ) Attachment 8 Return of Private Foundation For Calendar Year Form 990 PF, Part II, Line 11 Investments - Land, Equipment & Securities Property Number Date Balance Balance FMV (SS #) Location Acquired 01/01/13 12/31/13 12/31/13 N/A Laurens, SC Feb , , , Charlotte, NC Mar , , , G Orange City, FI Dec , Chandler, AZ Dec-08 1,800,000 1,800,000 1,800, Chandler, AZ Dec Washington, DC Dec-08 7,200,000 4,940,000 4,940, Los Angeles, CA Dec-09 6,800,000 6,800,000 6,800, New York, NY Apr New York, NY Apr-10 17,980,000 17,980,000 17,980, Woodland Hills, CA Apr-10 4,356,000 4,356,000 4,356, San Diego, CA Apr-10 1,854,000 1,854,000 1,854, Bethdesa, MD Nov ,800, NA Camelback, Austin, TX Jun ,500,000 33,500,000 NA Fairfield - Undeveloped lots Jul ,700,000 9,700,000 NA Fairfield - Commercial Parcel Jul ,300,000 5,300,000 Subtotal 53,023,000 86,914,000 86,914,000 Equipment Less Accumulated Depreciation Total Land and Equipment 53,023,000 86,914,000 86,914,000

27 ExxonMobil Foundation (E.I.N ) Attachment 9 Return of Private Foundation For Calendar Year Form 990-PF, Part I, Line 3 Interest on Savings and Temporary Cash Investments Interest - Citibank Interest - Northern Trust Total Interest Net Total Investment Column A Column B 3,639 3, ,639 3,639 Adjusted Net Income Column C 0 0

28 ExxonMobil Foundation ( E.I.N ) Attachment 10 Return of Private Foundation For Calendar Year Form 990-PF, Part VII-A, Line 11 Schedule of Controlled Entities 360 Camelback, LLC One America Center 600 Congress Avenue c/o Armburst & Brown, LLP 100 Congress Avenue Suite 1300 Austin, TX 78701

29 ExxonMobil Foundation (# ) Attachment 11 Return of Private Foundation For Calendar Year Form 990 PF, Part XV, Line 3b Grants/Contributions Approved for Future Payment Recipient/Project/Address Mobil Retiree Matching Gifts Program Educational Matching Gifts Cultural Matching Gifts Volunteer Involvement Program Mobil Retiree Volunteer Involvement Program Amount To Be Paid 19,306 24,183,170 6,196 99,000 3,500 Subtotal Grants Approved for Future Payment - Employee Driven Prograr 24,311,172 Grand Total 24,311,172 * The $ 24,311, represents the accruals for these programs to several different recipients

30 EXXONMOBIL FOUNDATION SUMMARY OF GRANTS FOR THE YEAR ENDED 12/31/13 Attachment 12 APPROPRIATION APPROPRIATION 2012 PROGRAM PER BOOKS ADJUSTMENTS PER REPORT CARRYOVER PAYMENTS CARRYOVER Various Institutions $24,424, ,424, 500 $0 $24,424,500 $0 Higher Education $1,575,000 $1,575,000 $0 $1,575,000 $0 Precollege $6,365,646 $6,365,646 $0 $6,365,646 $0 Educational Matching Gifts $29,996,630 29,996,630 $22,458,140 $28,271,600 $24,183,170 Cultural Matching Gifts $1,511,207 $1,511,207 $35,312 $1,540,323 $6,196 VIP Program $7,204,000 $7,204,000 $132,000 $7,237,000 $99,000 Mobil Retiree Matching Gifts $2,596,291 $2,596,291 $162,413 $2,739,398 $19,306 Mobil Retiree VIP $582,000 $582,000 $16,000 $594,500 $3,500 Totals $74, 255,273 $0 $74,255,273 $22,803,865 $72,747,966 $24,311,172

31 ExxonMobil Foundation (E.I.N ) Return of Private Foundation For Calendar Year Form 990-PF, Part I, Line 18 Taxes Attachment 13 Net Adjusted Total Investment Net Income Charitable Column A Column B Column C Column D Prior Year Taxes 2012 Federal Excise Tax 500, Total Prior Year Taxes Current Year Taxes - Federal Excise Tax 600, ,

32 ExxonMobil Foundation ( E.I.N ) Attachment 14 Return of Private Foundation For Calendar Year Form 990-PF, PartVlll Trustees and Officer All services provided by trustees and officers are provided without compensation by the ExxonMobil Foundation

33 ExxonMobil Foundation Return of Private Foundation For Calendar Year Form 990-PF Part X, Line 1b Attachment 15 January February March April May June July August September October November December Beginning (2,974 69) - - (300,000 00) - 13,408, ,441, ,534, ,920, ,100, Ending - - (300,000 00) - 13,408, ,441, ,534, ,920, ,100, ,099, Total 87,308, Average 3, 637,847.69

34 ASSISTANT SECRETARY'S CERTIFICATE EXXONMOBIL FOUNDATION TRUSTEES AND OFFICERS JANUARY 1 - DECEMBER 31, 2012 I, Janice M. Phillips, an Assistant Secretary of ExxonMobil Foundation, a New Jersey nonprofit corporation, hereby certify that the following is a true and correct list of the Trustees and Officers of ExxonMobil Foundation for the period January 1, through December 31,. F. W. Bass Trustee 800 Bell Street (Through 01/01/13) Houston, TX B. A. Brown Assistant Controller 800 Bell Street Houston, TX K. P Cohen Chairman and Trustee 5959 Las Colinas Boulevard Irving, TX T. W. Cross Assistant Treasurer 5959 Las Colinas Boulevard Irving, TX D L Dollo Treasurer 5959 Las Colinas Boulevard Irving, TX L. M. Fox Controller 5959 Las Colinas Boulevard Irving, TX L. M. Lachenmyer Trustee Katy Freeway (Effective 04/15/) Houston, TX D. L. Laird Assistant Secretary 5959 Las Colinas Boulevard Irving, TX B. G. Macklin Trustee Katy Freeway (Through 03/31/13) Houston, TX S. M. McCarron President and Trustee 5959 Las Colinas Boulevard Irving, TX P. E. McCarthy Executive Director 5959 Las Colinas Boulevard Irving, TX J. M. Phillips Assistant Secretary 5959 Las Colinas Boulevard Irving, TX J. P Simon Assistant Secretary 5959 Las Colinas Boulevard (Through 02/28/13) Irving, TX 75039

35 EXXONMOBIL FOUNDATION Trustees And Officers January 1 - December 31 Page 2 J. M. Spellings J. P. Webb Trustee Secretary 5959 Las Colinas Boulevard Irving, TX Las Colinas Boulevard Irving, TX E. White ( Effective 02/13/13) Trustee 800 Bell Street Houston, TX J. J. Woodbury Trustee 5959 Las Colinas Boulevard Irving, TX Witness my hand and the seal of ExxonMobil Foundation this 4th day of March, obil F0 SEAL X955 J ce M. Phillips, Assistant Secre r i^^ JEoS, `^^

36 Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies Basis of Presentation: The Financial Statements of the ExxonMobil Foundation are prepared on the accrual basis of accounting. Real Estate: Real Estate is reflected in the financial statements at the lower of its donated value or estimated net realized value. Donated value is the estimate of the fair market value at the date the property was donated. Grant Appropriations: Grant Appropriations which have been approved by the Foundation and which are to be paid in future periods are reflected in the financial statements as liabilities of the Foundation in the year the grant was approved. Continuation of these grants is subject to the fulfillment of specific performance requirements by the recipients. Administrative Expense: ExxonMobil Corporation furnishes certain administrative services and facilities to the foundation which are reflected in the accompanying statements of activity and change in fund balance as revenue and administrative expense. Note 2 - Federal Excise Taxes The Foundation is exempt from federal income taxes as a tax-exempt organization under section 501 (c)(3) of the Internal Revenue Code. The Foundation is subject, however, to an excise tax on net investment income, including net realized gains as defined by the Code. The Code requires that certain minimum distributions be made in accordance with a specific formula.

37 Mobil Retiree Matching Gins Program ELIGIBLE DONEE ORGANIZATIONS Public charitable institutions or organizations other than private foundations which are recognized as tax exempt by the Internal Revenue Service under Section 501(c)(3) of the Internal Revenue Code having an Employer Identification Number (E(N), or an agency of a state or local government qualified under IRC Section 170(c)(1), other than those described as ineligible. Donor: Provide all of the information requested in Part A of the form, sign it and mail the entire form with your contribution to the organization of your choice. Application Organization: Provide all of the information requested in Part B and sign the form. Mail completed applications to: MOBIL RETIREE MATCHING GIFTS EMPLOYEE PROGRAMS COORDINATOR P.O. BOX 7635 PRINCETON, NJ ExxonMobil Foundation

38 I EXXONMOBIL FOUNDATION WILL NOT MATCH Gifts to individuals. Gifts to religious organizations, when the gilt is for religious programs, such as tithes or other religious financial commitments (church schools are eligible) Gifts to foster political activities Gifts to organizations not recognized by the IRS under Section 501(c)(3) including organizations with limited constituencies, such as fraternities, sororities and veterans' groups. Gifts to private foundations. Multiple gifts submitted on one form. Gifts made by estates or surviving spouses of deceased employees. Gifts of reavpersonal property (I e., gifts In kind, except marketable securities). Deferred gifts (e.g., future interests). Tuition or other student expenses or payments in lieu of tuition. Accumulated or pooled monies raised by a group of employees/retirees and submitted by an individual Payments for subscription lees, benefit tickets, testimonial dinners, insurance premiums or any payment not made as a direct gilt. Unpaid pledges until they are paid HOW TO PARTICIPATE Donor: Provide all of the information requested in Part A of the form, sign it and mail the entire form with your contribution to the organization of your choice. Organization: Provide all of the information requested in Part B and sign the form. Mail completed applications to. MOBIL RETIREE MATCHING GIFTS, P.O. Box 7635, PRINCETON, NJ f Note: Proof of tax status is required the first time matching funds are requested. Please enclose a copy of the Section 501 (c)(3) IRS exemption letter, including your Employer Identification Number (EIN). Government agencies such as public schools and community libraries should submit a copy of the law under which they are established, or a comparable document. Forms must be received by the Mobil Retiree Matching Gifts office within 90 days following the date of the gift. ADMINISTRATIVE CONDITIONS ExxonMobil Foundation reserves the right not to match a particular gilt, donor or organization. Decisions are final This Program may be terminated or conditions changed at any time and without advance notification. t FOR FURTHER INFORMATION CONTACT: Mobil Retiree Matching Gifts P.O. Box 7635 Princeton. NJ (888) ( GIFT) mobil@easymatch corn I

39 MOBIL RETIREE MATCHING GIFTS PROGRAM The Mobil Retiree Matching Gifts Program is designed to encourage retirees to support charitable organizations. ELIGIBLE CONTRIBUTIONS ExxonMoblt Foundation will match dollar-for-dollar contributions made by eligible persons in the form of cash or publicly traded securities within the following limits: Minimum Gift: $25 Minimum Gill- $5,000 per retiree, per calendar year. Distribution: Contributions are matched four times per year ELIGIBLE DONORS Retired employees and directors of Mobil Corporation, or any of its domestic subsidiaries, which were designated as participating companies in Mobil Foundation's Matching Gifts Program. Spouses of Mobil retirees mentioned above. Retired directors of Mobil Corporation. EXXONMOBIL FOUNDATION WILL NOT MATCH Gifts to Individuals. Gifts to religious organizations, when the gift is for religious programs, such as tithes or other religious financial commitments (church schools are eligible). Gifts to foster political activities. Gifts to organizations not recognized by the IRS under Section 501 (c)(3) including organizations with limited constituencies, such as fraternities, soronties and veterans' groups. Gifts to private foundations Multiple gifts submitted on one form. Gifts made by estates or surviving spouses of deceased employees Gilts of real/personal property (i e., gifts in kmd, except marketable securities) Deferred gills (e.g, future interests). Tuition or other student expenses or payments in lieu of tuition. Accumulated or pooled monies raised by a group of employees retirees and submitted by an individual. Payments for subscription fees, benefit tickets, testimonial dinners insurance premiums or any payment not made as a direct gift. Unpaid pledges until they are paid. HOW TO PARTICIPATE Donor: Provide all of the information requested in Part A of the form, sign it and mail the entire form with your contribution to the organization of your choice Organization: Note: Provide all of the information requested in Part B and sign the form. Mail completed applications to: MOBIL RETIREE MATCHING GIFTS P.O. BOX 7635, PRINCETON, NJ Proof of tax status is required the first time matching funds are requested. Please enclose a copy of the Section 501(c)(3) IRS exemption letter, including your Employer Identification Number (EIN). Government agencies such as public schools and community libraries should submit a copy of the law under which they are established, or a comparable document. Forms must be received by the Mobil Retiree Matching Gilts office within 90 days following the dale of the gift. ADMINISTRATIVE CONDITIONS ExxonMobil Foundation reserves the nght not to match a particular gilt, donor or organization. Decisions are final. This Program may be terminated or conditions changed at any time and without advance notification. FOR FURTHER INFORMATION CONTACT: Mobil Retiree Matching Gifts PO Box 7635 (888)

40 J ExconMobil Foundation Mobil Retiree Matching Gifts Program P0. Box 7635 Matching Gifts Program Application Princeton, NJ (888) PART A TO BE COMPLETED BY THE DONOR PLEASE TYPE OR PRINT AND ANSWER ALL ITEMS. INCOMPLETE FORMS WILL BE RETURNED. EMPLOYEE RETIREE AMOUNT YOU VASH TO BE SOCIAL SECURITY - MATCHED IF LESS THAN NUMBER YOUR CONTRIBUTION IF DONATING STOCK NAME OF STOCK NO OF MO / DAY / YR SHARES lll INSTEAD OF CASH NAME OF RECEIVING ORGANIZATION DONOR 'S NAME {FIRST MIDDLE, LAST) HOME ADDRESS (NUMBER AND STREET) CITY STATE I ZIP DAYTIME I D ERNE \ 11 RETIREE [j RETIRED DIRECTOR n SPOUSE I hereby cerbly that the Information submitted by me is complete and correct and that my [Pit fully SIGNATURE complies with the prwls one of the program described herein and will not be used to pay any fees or in lieu of tuition and does not Ni any way directly benefit myseit, members of my family or any other person (s) designated by myself. I have not been nor will be reimbursed by anyone for this conlnbtaron PART B TO BE COMPLETED ONLY BY THE RECEIVING ORGANIZATION IMPORTANT-THIS DOCUMENT MUST BE RECEIVED BY MOBIL RETIREE MATCHING GIFTS WITHIN 90 DAYS FROM DATE OF GIFT. PLEASE TYPE OR PRINT AND ANSWER ALL ITEMS. INCOMPLETE FORMS WILL BE RETURNED. NAME OF ORGANIZATION (Use only legal, tax exempt name as reflected on IRS exat'v ion letter) FEDERAL TAX 1.0 NO. ADDRESS (NUMBER AND STREET)., I CITY - STATE ZIP $ MO DAY YR i hereby certify that this matching gift was made by the lndvldu& named and has been received by this organization within the limitations of the Pmgram's guidelines, and further, that It was given wit out promise or provision of material benefit to the donor or'person(s) designated by the donor, and will not be used to fulfill payment of a pledge, any fees, services, or In Hsu of yulilon. Typ - t R - r r e of Organization ART/CULTURE EDUCATION r.i - r El CN(C 0 HEALTH AGENCY PRINT = 2` NAME x 1.. -, AUTHORIZED TITLE SIGNATURE Q HOSPRAL TELEPHONE NUMBER DATE

41 STAR Grants for Individual volunteer time and TEAM Grants for group projects Mobil Retiree Volunteer Program Application ExxonMobil Foundation

42 MOBIL RETIREE VOLUNTEER PROGRAM (MVP) STAR and TEAM GRANTS The Mobil Retiree Volunteer Program has established a volunteer program to recognize retirees and spouses and dependent children ages who volunteer their time with non-profit organizations of their choice in the community. The program Includes grants that will be forwarded to the charitable organization in the names of the retirees who volunteered. The STAR Grant Is designed for Mobil retirees and spouses and dependent children ages who volunteer in the community on an individual basis. The TEAM Grant encourages Mobil retirees and spouses and dependent children ages to volunteer as a group for a worthwhile project in their community. STAR - SUPPORT FOR TIME & ACTION REWARD PROGRAM GUIDELINES A $500 grant will be awarded to a charitable, non-profit organization after an eligible applicant volunteers at least 40 hours of his or her time to the organization during a calendar year. Each retiree Is eligible for four STAR grants per calendar year, which may be submitted by a retiree, spouse or dependent child age Upon completing 40 hours of service, the retiree andfor spouse or dependent child age should complete Part A of the STAR application form and send (he form to the charitable organization The organization verifies the accuracy of the information, completes Part 8, and then returns the STAR application to ExxonMobil Foundation, Inc Note All forms must be signed by the Mobil retiree. Applications received before December 1st will be paid by year-end. Applications must be received by. January 31st to receive payment for the previous calendar year's efforts. Volunteer hours may not be carried over from year to year. Each organization may receive a maximum of $10,000 per calendar year of MVP grants. ELIGIBLE APPLICANTS Retirees of Mobil Corporation, or any of its domestic subsidiaries. Spouses of Mobil retirees referred to above Retired directors of Mobil Corporation. Dependent children ages of Mobil retirees referred to above. TEAM - TEAM EFFORT ACTION MATCH PROGRAM GUIDELINES Grants of $500 will be awarded to charitable, non-profit organizations served by a team of at least five Mobil retirees and/or their spouses who volunteer their own time for a combined total of 40 hours or more on a specific project. The TEAM grant can be used to cover the costs of equipment and materials relating to one-time projects (Eligible projects include park or river clean-ups, housing rehabilitation, community rebuilding, preparing and serving holiday dinners at a shelter, etc.) ELIGIBLE APPLICANTS A team may consist of five or more individuals described as follows: Retirees of Mobil Corporation, or any of its domestic subsidiaries. Spouses of Mobil retirees referred to above. Retired directors of Mobil Corporation ELIGIBLE ORGANIZATIONS FOR STAR AND TEAM GRANTS Eligible institutions or organizations must be recognized as lax exempt by the Internal Revenue Service under Section 501 (c)(3) of the Internal Revenue Code and have an Employer Identification Number (EIN), or be an instrumentality of a state or local government under IRC Section 170(c)(1), other than those described as ineligible. INELIGIBLE ORGANIZATIONS/PROGRAMS (BOTH STAR AND TEAM GRANTS) Political organizations Churches, synagogues, etc., insofar as concerns religious activities. (Church-sponsored accredited schools are eligible.) Private foundations. Activities where the volunteer or their family receives a direct personal benefit in return for the grant Organizations with limited constituencies, such as fraternities, sororities and veterans' groups. The administration and financing of this program is exclusively the responsibility of the ExxonMobil Foundation, Inc., which reserves the right to modify, suspend or terminate this program at any time and its decision is final, Address all correspondence to: Mobil Retiree Matching Gifts P.O. Box 7636 (888) Princeton, NJ (888) 846-GIFT mobil@easymatch.com

43 /^ ^ S1*,R Grant Application Reference No. (To be completed by ExxonMobil Foundation) PART A To be completed by retiree/volunteer. Forward completed form to non-profit organization for verification of volunteer activity Please complete all Information requested (Please print or type) Retiree SSA Application Date Retiree Name Volunteer's Name Mailing Address City State Zip Phone Home Phone Month Volunteered Hours Hours JAN FEB MAR Hours Hour; Hours APR MAY JUN Hours Hours Hours Hours Hours Hours Hours Hours JUL AUG SEP OCT NOV DEC TOTAL Name of Nonprofit Organization to Receive Grant Describe Volunteer's Activities Retiree's Signature Date PART B To be completed by the recipient organization (please type or print). Name Title Date Name of Organization Mailing Address City State Zip Phone Organization's Nine ( 9) Digh Employer I.D. No. (Attach copy of 501 (c)(3)) Brief Description of Organization's Purpose (Attach brochure if available) I certify that the above volunteer services have been received and that the grant will be used to support the primary objectives of this organization which is classified as a tax-exempt organization under Section 501(cx3) of the Internal Revenue Code, or an instrumentality of a state or local government under IRC Section 170(c)(1). Signature of Authorized Officer Dale

44 z 117 Z) Grant Application Reference No _ (To be completed by ExxonMobil Foundation) TEAM PART A List Mobil retiree/spouse team volunteers, and social security numbers. (Please print or type and use another sheet of paper if necessary) 'Team Contact Name SStt - - Application Dale Mailing Address City State Zip Phone 'Volunteer Name $S# Vo luntee r Name SS# Volu nt ee r Name SS# - - Volunteer Name SSH Volunteer Name SSa - - Name of Organization Dale(s) of Project Combined Hours (40 minimum) Description of Project Team Contact Signature 'If TEAM contact or volunteer is a spouse, enter the social security number of the retiree. Date PART B To be completed by the recipient organization (please type or print). Name Title Date Name of Organization Mailing Address City State Zip Phone ( Organization's Nine (9) Digit Employer I.D No. (Attach copy of 501(c)(3)) B rie f Description of Organization's Purpose (Attach brochure if available) I certify that the above volunteer services have been received and that the grant wit be used to support the primary objectives of this organization which is classified as a tax-exempt organization under Section 501(cH3) of the Internal Revenue Code, or an instrumentality of a state or local government under trc Section 170(c)(1) Signature of Authorized Officer Date

45 Mau EXxOnMobll _ 4 Fakk ^1U1 Q 0 a;we e 0 Q m ț, ^J 1 F") Initiated in 1996, the Volunteer Involvement Program is funded by EycxonMobil Foundation, the primary philanthropic arm of Exxon Mobil Corpora tion. The Volunteer Involvement Program seeks to encourage employees, retirees, and other eligible participants to actively contribute their time and talent to charitable organizations by providing contributions on their behalf. The intent of this program is to encourage volunteerism to worthwhile charitable activities in the community, rather than to provide large sums of money to organiz ations. EzxonMobil Foundation is committed to supporting charitable activities that : advance education or science ; combat cornrnunity deterioration and juvenile delinquency; relieve the poor, the distressed, or the underprivileged ; lessen neighborhood tensions ; lessen the burdens of government-, eliminate prejudice and discrimination; and defend human and civil General Gtiidelines rights secured by law. The Volunteer Involvement Program is designed for employees, reurees, and other eligible participants who volunteer in the community on an individual or Team basis. A $500 grant can be awarded to a chartable, nonprofit organization after an eligible participant or Team volunteers at least 20 hours of their time to the organization during a calendar year. Interpretation, application, and administration of the VIP program, which can be suspended, changed, revised, or terminated at any time, shall be determined by Ex-xonlvlobil Foundation, and its decision shall be final. Individual Volunteer Grant Guidelines Each eligible participant (employee, retiree, surviving spouse, or director) may apply for four individual grants per calendar year. These grants may be for the same or separate organizations, provided 20 hours of work is performed for each grant. An organization may receive a maximum of 55,E per calendar year of individual Volunteer Grants, in addition to the $10,000 maximum for Team Grants. Although spouses and children may participate as part of the four individual grants per employee or retiree per year, hours may not be combined. All application forms must be completed by the employee, retiree, surviving spouse, or director. Te-im Volunteer Grant Guidelines A team of at least five eligible participants who volunteer for a combined total of at least 20 hours on a specific project may apply for a Team VIP Grant. A project is a specifically defined work activity that requires multiple volunteers working together at the same location at the same time. A project may have a duration of one day or may be a reoccurring project such as a team working together on the activity once a month. An organization may receive a maximum of $10,000 per calendar year in Team Volunteer Grants, in addition to the $5,000 maximum for Individual Volunteer Grants. Eligible Applicants The following are eligible to participate: q Regular employees of Exxon Mobil Corporation or its affiliates that operate in the United States, zi Retirees from the above companies or Exxon Corporation; o Spouses and dependent children ages of employees and retirees referred to above (spouses and children participate In the Individual VIP as part of the four individual grants per employee or retiree per year), C Surviving spouses of deceased employees and retirees of the above companies or Exxon Corporation; o Present and former outside directors of Exxon Mobil Corporation. o Non-U.S. payroll employees are eligible while on assignment in the U.S with Exxon Mobil Corporation consolidated affiliates. Note: Retirees of Mobil Corporation are not eligible for this program, but may apply for a Want through the Mobil Retiree Volunteer Program Eligible Organizations Eligible organizations must be chartable and recognized as tax exempt by the internal Revenue Service under Section 501(c)(3) of the Internal Revenue Service Code and have an Employer Identification Number (EIN), or be an instrumentality of a state or local government under IRC Section 170(cXl). Public charities are included, but private foundations are excluded. Eligible organizations include those providing- Disaster relief and emergency services, 0 Community assistance including food, shelter and clothing; Assistance to the disabled and underprivileged; o Youth empowerment and a chance at a brighter future; 0 Family crisis services and programs, Senior citizens with a better quality of life; o Health care, health volunteer services, and cute for diseases; o Cult ual organizations including arts, museums, cultural and historical societies, performing arts, public broadcasting, etc ; o Civic services including volunteer fire departments, emergency management, community centers and services, and libraries, n'buth activities (age 18 and under);

46 Team Grant Application Volunteer Involvement Program ExxonMobil Foundation COMPANY USE ONLY Reference No. (To be completed by Exxo(Mobr!) Part A - List ExxonMobil employee/retiree/spouse/children team volunteers and personnel numbers.* (Please type or print and use another sheet of paper if necessary.) Team Contact Name q Employee O Surviving spouse q Retiree q Director Personnel Number Address Application Date Mailing Address City State Zip Work Phone ( ) Home Phone ( ) ExxonMobit Organization (Example ' Upstream - ExxonMobll Production Company) Volunteer Name Spouse Child /Age Hours Worked Personnel Number' q q q q O q q O O O q O (If necessary, use attachment to list all team members. Including personnel number and hour; each volunteer worked ) Date(s) of Project Total Hours Worked Name of Organization Description of Project CERTIFICATION BY THE VOLUNTEER I certify that at the time of this volunteer work I qualify as an eligible employee, retiree, surviving spouse, or director. I also certify that this volunteer work meets all of the conditions stated in the attached guidelines, including the stipula tion that neither I nor any member of my family nor any individual designated by me has received or will accept any direct benefit of more than nominal monetary value in return for or as a result of this volunteer work or the grant provided by the Foundation. I understand that non-compliance with Program guidelines or falsification of data submitted on this application may result in disciplinary action by Exxon Mobil Corporation. Team Contact Signature Date 'If volunteer is a spouse/child. enter die personnel number of the employee/retiree Part B -To be completed by the recipient organization. (Please type or print) Name Title Name of Organization Phone ( Mailing Address City Fax Address State Website Address Organization's Nine (9) Digit Employer I.D. No. ]Attach copy of 501(c)(3)] Brief Description of Organization's Purpose (Attach brochure if available) Date Zip I cerrljy' that the aboty volunteer senices bier bean recef ed anti that the grunt till be used to support the primary obfcciltrs ojtbic organization which is classified as a ulr. etemptorgartizntlontinder Section 501(cX3)ofthe /rurrnal Rennue Code, or an nunuuneruautpofa state or local got rnrmenl under IRC Section 170(c)(1) B Jinfury 2014 Date ct...,...w -C A... t...t aft:.-.,..

47 n Parks, nature centers, botanic gardens; et K-12 education (accredited private and public schools) and supporting organizations such as PTA, a Colleges and universities; a Educational tutoring and mentoring; m Environmental programs including biodiversity, conservation, and preservation of endangered species and habitats; and a Humane societies, animal shelters, SPCA, etc. ineligible Organizations Ineligible organizations include those not recognized as charitable and tax exempt by the Internal Revenue Service under Section 501(c)(3) of the Internal Revenue Service Code or an instrumentality of a state or local government under IRC Section 170(cXI). Further, organizations whose primary mission does not meet the charitable definition for VIP purposes are ineligible. Ineligible organizations include: Political organizations; a Churches, synagogues, etc., insofar as the activities are religious (church-sponsored accredited schools are eligible); Ct Organizations with limited constituencies, such as sororities, fraternities, alumni associations, business leagues, foreign language and social dubs, and veteran's groups; tr Organizations that represent a conflict of interest for employees or the Company, or may involve the Company in controversial issues; to Non-accredited K-12 schools or school districts; a 1-12 booster clubs or similar organizations (supporting athletics, band, dicerlcading, drill team, choir, etc.) whose purpose is other than to support the school's educational objectives; o Hobby and other civic dubs, including genealogical societies, garden dubs, sportsmen dubs, participatory sports, etc.; and a Private foundations. Volunteer Activities The purpose of the Volunteer Involvement Program is to encourage charitable volunteerism in the community rather than simply contribute large sums of money to non-profit organizations. Volunteer service, activities and projects should be consistent with our pledge to be a good corporate citizen and support important societal goals including education, health and human services, and the environment. Volunteer efforts supporting extracurricular activttiesincluding concessions, carnivals, student chaperoning, athletics, band, dteerieading, etc.) are ineligible for VIP. Office and classroom assistance and PTA activities are eligible, as long as the effort does not benefit ext acurricular activities. Volunteer efforts associated with fundraising events may qualify for a VIP grant provided participation is open to the general public; the event is planned, organized, and sponsored by the non-profit organization; and ExonMobil volunteers arc only assisting with the work necessary to put on the fundraising project, such as staffing of a registration table, serving of refreshments, event clean-up, etc.tlte time that a person spends raising donations or walking in a walk-a-thon, riding in a bike-a-thon, etc. does not constitute volunteer work for the purposes of VIP. Application Procedure Upon completing 20 hours of volunteer service, the eligible participant should complete Part A of the application form and send the form to the charitable organtntion.the organization completes Part B and then returns the application to the following: Volunteer Involvement Program F-sxonMobil Matching Gift Programs P.O. Box 7288 Princeton, NJ All payments will be issued on a quarterly basis Application deadlines are as follows: First Quarter - March 15 Second Quarter -June 15 Third Quarter - September 15 Fourth Quarter - December 15 Payments for all VIP grants will be consolidated into one check and mailed directly to the recipient organization approximately one month after the application deadline. A summary listing identifying all volunteers will be included with the payment. Volunteers will receive a quarterly notification that then- dolunteer grants have been paid. Applications must be received by March 15 to receive payment for the previous calendar year's efforts. Volunteer flours may not be carried over from year to year. If you have questions or wish to check on the status of your application, please call ExxonMobil Matching Gifts toll free at (877) , or emonmobil@ctsymatchcom. Electronic applications are available at: Volunteer activities for organizations where the volunteer or anyone in the volunteer's family is a member or receives any direct benefit of more than nominal value in return for the grant are ineligible for a VIP grant. It is the policy of ExxonMobil that employees and retirees avoid any actual or apparent conflict of interest between their own personal interests and the interests of the Foundation. Any questions regarding conflicts of Interest should be discussed with the employee's supervisor, or referred to ExxonMobil Foundation. Volunteer efforts at K-12 schools, colleges, or universities should support academics and meet the definition of charitable for VIP purposes.

48 Individual Grant Application Volunteer Involvement Program COMPANY USE ONLY & T ExxonMobil Foundation Reference No. (To be completed by Ee omlobl3) Parr A -To be completed by volunteer and forwarded to charitable organization for verification of volunteer activity. (Note: If volunteer is spouse or child, application must include name and signature of employee/retiree.) Name Personnel Number q Employee 0 Retiree Now Although %puti cs.md Lhddron ni.n p.trttuth.ut.i p.lrt 01 the iirur tndlvltlu.il q Surviving spouse q Director hrtnt, per entplo%cc or retiree per t_.tlentl.tr te.tr, hours ma) not he cumhrned Volunteer's Name (If different from above) O Spouse 0 Child - List Age Mailing Address City Work Phone ( ) ExxonMob il Organization (Example Upsircarn - Exxonbtobil Piuductlun Company) Dates of Volunteer Service Covered by this Application Number of Volunteer Hours Performed Home Phone ( ) State Application Date Address From / / To / / Month Day S"w Alumh my fear Zip Number of $500 Grants You Are Applying for with this Application Name of Non-profit Organization to Receive Grant Describe Volunteer's Activities CERTIFICATION BY THE VOLUNTEER I certify that at the time of this volunteer work I qualify as an eligible employee, retiree, surviving spouse, or director I also certify that this volunteer work meets all of the conditions stated in the attached guidelines, including the stipulation that neither I nor any member of my Family nor any individual designated by me has received or will accept any direct benefit of more than nominal monetary value in return for or as a result of this volunteer work or the grant provided by the Foundation. I understand that non-compliance with Program guidelines or falsification of data submitted on this application may result in disciplinary action by Exxon Mobil Corporation. Signature of Employee/Retiree Date Part B -To be completed by the recipient organization. (Please type or print) Name Name of Organization Mailing Address Title Phone ( ) Date City State Zip Fax Address Website Address Organization's Nine (9) Digit Employer I.D. No. [Attach copy of 501(c)(3)) Brief Description of Organization's Purpose (Attach brochure if available) I coolly that they atxuv cvhtntcer sin ices bane born receitc'd and that be grant 0111w nsed to support the pnrrrary objcctlbta of thu orgnp.l cillnrt a blcb is cluutfred as a tax-e-vempt oraaurcarfou rnrdersection 501(c)(3) of the hrrenznl Rcuerne Codk'. or an fnslnineentatrt} ofa state or lrxalgotrrnmtv+t under!rc Srrtumr 170(c)(1) Lr.rc Signature of Authorized Officer January 2014

49 The Educational Matching Gift Program is intended to encourage giving to higher education by E oconmobil employees, retirees, and surviving spouses. Each calendar year, an employee, retiree, or surviving spouse may have up to $7,500 in gifts to U.S. colleges and universities and to certain consortia of minority colleges and universities matched by the ExxonMobil Foundation. The matching ratio is three-to -one, with the Foundation contributing $3 for every $1 contributed by the individua l. Each gift must be a minimum of $20. Eligible Donors tj Regular employees of Exxon Mobil Corporation or its affiliates that operate in the U.S. (This includes U.S. domestic employees on expatriate assignment.) Retirees from the above companies or the Exxon Corporation. cc Surviving spouses of deceased employees and retirees of the above companies or the Exxon Corporation, as defined by ExxonMobil Human Resources. 0 Present and former outside directors of Exxon Mobil Corporation or the Exxon Corporation. 0 Non-U.S.-payroll employees are eligible while on assignment in the U.S. with Exxon Mobil Corporation consolidated affiliates. (NOTE: Retirees of Mobil Corporation are not eligible for this program.) Eligible Recipients Two- and four-year colleges and universities that are degree-granting, accredited, exempt from Federal taxes, and physically located in the U.S. 0 The following three consortia of minority colleges and universities: United Negro College Fund (UNCF), 8260 Willow Oaks Corporate Drive, P.O. Box 10444, Fahfax, Virginia A consortium of 42 private, historically black colleges and universities, UNCF was established in 1944 to serve as a central fund- raising body for member institutions. Contributions received are divided among member schools for use as each deems appropriate. For further information, write: United Negro College Fund, Matching Gifts Coordinator, at the above address. Anwr cau I,ICIia,z College Fund (AICF), 8333 Greenwood Blvd., Denver Colorado A consortium of 24 tribal colleges, AICF was established in 1986 and is patterned on the United Negro College Fund. Monies raised are divided among the member schools to provide student scholarships and support for academic programs. For further information, write : American Indian College Fund, Matching Gifts Coordinator, at the above address. Hispanic Scbolarsbip Fund (HSF-), 55 Second Street, Suite 1500, San Francisco, California HSF was established in 1975 to provide scholarships to Hispanic students at all levels of higher education, but principally to four- year college students. In selecting scholarship recipients, the Fund considers academic achievement, personal strengths and leadership, and financial need. It also takes into account the, geographic distribution of Hispanics in the U. S. For further information, write to: Hispanic Scholarship Fund, Matching Gifts Coordinator, at the above address. Eligible Gifts Colleges & Universities To be eligible for matching, a gift to a college or university must meet all of the following conditions: 0 It must be made to a college. or university with which the donor has a personal affiliation: you, your spouse, or one of your children must have received a degree from, attended, or currently be attending the institution or have been or currently be a member of its faculty, administration, or board of trustees (personal affiliation does not extend to branch universities or facilities). It must be an actual donation, not a pledge. a it must be in the form of cash or publicly traded securities.

50 ExxonMobil Foundation Educational Aintcbins Gift Program PO. Box 7288, Princeton, NJ H8 Section one To be complerrcl h,' the wuploice, retiree, surviving sportse, or director Plruse print or I pc CONTRIBUTOR INFORMATION Full Name Personnel Number q Employee q Retiree q Surviving Spouse q Director Home Address City Address State Zip Daytime Phone ( Donor's affiliation with the college or university (7Gts information is regttlrert): Received degree from/attended/attending O Employee/Retiree q Spouse/Surviving Spouse q Child q Director Member of administration/faculty/governing board: q Employee/Retiree Cl Spouse/Surviving Spouse 0 Child q Director Full name, including maiden name, of affiliated person full name of any relative (spouse, child, or grandchild) currently receiving financial aid from the institution GIFT INFORMATION Type of gift q Cash q Securities.' Type of stock Number of shares Date of gift Amount of gift ($20 mitt.) $ Name of company issuing stock Amount of gift (write out) Amount of your gift to be matched if less than your tax-deductible gift amount: College, university, or minority organization name College, university, or minority organization city/state Specific purpose or activity designated for college or university gift The Foundation has standard procedures for valuing gifts of securities for matching purposes. In most cases, the Foundation's valuation is based on the mean of the highest and lowest quoted selling price of the security on the date of the gift CERTIFICATION BY THE CONTRIBUTOR I certify that at the time of this gift I qualify as an eligible employee, retiree, surviving spouse, or director. I also certify that this gift is my personal contribution and that it meets all of the conditions stated in this folder, including the stipulation that neither I nor any member of my family nor any individual designated by me has received or will accept a benefit of more than nominal monetary value in return for or as a result of this gift or its matching by the Foundation. I understand that non-compliance with Program'guidelines or falsification of data submitted on this application may result in disciplinary action by Exxon Mobil Corporation. Signature of Contributor Date Section Iwo To be completed by the college, university or inluon t)' organi;crtlon. CERTIFICATION BY THE GIFT RECIPIENT I certify that this gift was made by the individual named above and has been received by this institution or organization. I also certify this gift will be used for the maintenance and support of this institution or for the specified purposes of this minority organization within the limitations of the Foundation's matching program guidelines, this institution or organization has not provided and will not provide any benefit of more than nominal monetary value to the donor, to any member of die donor's family, or to any individual designated by the donor in return for or as r result of this gift or Its matching by the Foundation, and any financial aid being provided to a relative of the donor is not related in any way to the donor's gift or to the Foundation's matching of that gift I further certify that this Is (a) one of the minority organizations qualified for support by DmoMtobil Foundation or (b) a degree-granting college or university located In a state, distract, territory, or possession of the United States, authorized to grant degrees by the governmental body empowered to confer such authorization, accredited or awarded pre-accreditation status by an accrediting agency recognized by the U.S. Department of Education, and an exempt organization under Section 50l(cX3) of the Internal Revenue Code. For gifts designated for scholarships, I further certify that (please check all that apply): Cl No one but faculty or administrators of the Institution participate in selecting scholarship recipients, OThe terms and conditions of the scholarship award arc at least as restrictive as those used in awarding scholarships from our general scholarship fund; O Participation in intercollegiate sports is not a criterion for eligibility, and Cl Neither the donor nor any member of his or her extended fancily benefits from the scholarship. Print name and title of authoriz ed financial officer Telephone Signature of authorized financial officer Date Mailing Address City/State/Zip Gift Amount Tax-Deductible Gift Amount EIN ar Fax Website Address Address C January 2014

51 n It must be made directly to the college or university. That is, the donation should be made to the parent institution, not to a sub-unit of the institution or to a separately incorporated group or organization acting as a conduit of funds to the institution. (Exception: Gifts may be made to the general-purpose foundations that exist at some state-supported colleges and universities.) Donors wishing their gifts to be used for a specific purpose (e.g., a particular sub-unit such as a department, school, program, or fund) should indicate this when they fill out the "specific purpose designated for gift" line in the matching gift application form. Note, however, that the Foundation's matching grant is always unrestricted - that is, we do not tell the institution how to use it. n It must be a charitable contribution. Neither you nor any member of your extended family nor any person you designate may receive a benefit or gift of more than token value in return for or as a result of either your contribution or the Foundation's matching gift. m It must be your personal contribution, not a contribution made with funds received or collected from other individuals, groups, or organizations for the purpose of making the gift. Minority Organizations Eligibility criteria for gifts to the three minority organizations are the same as those for gifts to colleges and universities except that: n You do not need to be affiliated with one of the member colleges and universities in order to make a gift to UNCE, AICF, or HSF. n Your gift to any of the organizations must be unrestricted - that is, you may not designate It either for a particular purpose, a particular college or university, or a particular type of student. Scholarships Gifts designated for scholarships are eligible only if. n no one but faculty or administrators of the institution participate in selecting the recipients; n the terms and conditions of the award are at least as restrictive as those used by the institution in awarding scholarships out of its general scholarship fund; n participation in intercollegiate sportyis not a criterion for eligibility; n neither you nor any member of your extended family benefits from the scholarship. Along with your matching gift application, the institution is required to submit a description of the terms and conditions attached to the scholarship. Ineligible Gifts The following information is intended to supplement, not to replace, the information in the above section entitled "Eligible Gifts" Read both sections carefully before submitting a matching grant application. The Foundation will not match: n gifts used to support intercollegiate athletics, including gifts applied to athletic scholarships and gifts applied to physical facilities that are used for intercollegiate athletics; n gifts that in themselves or in combination with Foundation matching grants lead to the donor's receiving benefits of more than token value, such as tickets to athletic events or options to purchase such tickets; n tuition or payments made in lieu of tuition; n gifts for the private benefit of specified individuals; n gifts to provide scholarships or financial aid to individuals designated by the donor or selected by anyone other than faculty or administrators of the institution; n gifts for scholarships with terms and conditions less stringent than those used by the institution in awarding scholarships out of its general scholarship fund; n gifts made in lieu of pledges, tithes, or other financial commitments to a church or other noneligible institution; n gifts made with funds given to the employee or retiree for donation purposes by any other individuals; n gifts given to or through third-party organizations such as separately incorporated booster clubs, alumni associations, or foundations (with the exception of [11 the general-purpose foundations that exist at some publicly supported colleges and universities and [2] the three minority organiza tions eligible to participate in this program);

52 n gifts to support fraternities, sororities, or other social clubs whose membership is not open to all university students; gifts to support non-educational facilities located at universities (ex: hospitals, presidential libraries, etc.); E bequests; charitable remainder trusts and other types of deferred gifts; n gifts of real or personal property (other than cash or securities); W class or other dues; subscription fees for publications; n gifts in the form of premiums on insurance under which the institution is beneficiary; n gifts to support college radio or television stations. (Such gifts may be eligible for matching under the Cultural Matching Gift Program.) How To Do It Donor Fill out Section One of the matching gift application form (back page of this folder), including the "specific purpose designated for gift" line, and send this entire folder and your gift to the college, university, or eligible minority organization. (Gifts to the minority organizations should be sent only to the addresses indicated in the Eligible Institutions section of this folder.) A gift remains eligible for matching for twelve months after the date of the contribution. In calculating the $7,500 annual ceiling on your matching gifts, we will assign each gift to the calendar year in which it was made. Eligible Institution or Minority Organization When you receive the donor's contribution and matching gift folder, please review the conditions of the program. (Please note that gifts for scholarships are NOT eligible for matching if [ 1 ] individuals other than institution faculty or administrators participate in selecting the recipient; [2] the scholarship is to be awarded to an acquaintance of the donor or to a member of the donor's extended family; [3] participation in intercollegiate sports enters in to scholarship decisions; [4] the terms and conditions of the scholarship are less stringent than those normally used by the institution in awarding scholarships.) Two of the application form and send th form to: Foundation IL'cxonMobil Matching Gift Program P.O. Box 7288 Princeton, NJ application After an initial review for eligibility, we will advise the donor of our receipt of the form and of our intention to issue a matching grant. A gift remains eligible for matching for twelve months following the date of the contribution. Matching gifts checks are issued once each year. All eligible matching gift applications reaching us by March 1st of the calendar year following the donation will be matched in April. Administration The matching gift program is regularly reviewed and may be changed, suspended, revoked, or terminated at any time. The interpretation, application, :and administration of the program shall be determined by the ExxorMobil Foundation, and our decision shall be final. We reserve the right to audit institutional records and documents pertaining to this program and to request supporting donor documentation we consider necessary. If a matching grant is at any time found to have been generated by an ineligible gift, we will expect the return of our grant funds. We reserve the right to suspend from the program any institution we believe has violated matching gift program guidelines. Questions regarding this program should be directed to: ExxonMobil Matching Gift Program P.O. Box 7288 Princeton, NJ Telephone ( toll free ): (877) easymatch.com Electronic applications are available at: wwwcasymatch. comleri onmobil If the gift meets the conditions of the ExxonMobil Foundation matching gift program, fill out Section

53 assists employees, retirees, surviving spouses, and directors in their personal giving to cultural institutions by providing a matching contribution. Program Terms The matching ratio is one-toone, with the Foundation contributing one dollar to the cultural institution for every dollar contributed by the individual donor. An individual may make matching gift contributions to more than one cultural institution. The minimum contribution eligible for matching is $20 and the total amount that will be matched for any individual in a calendar year is $2,000. Eligible Donors n Regular employees of Exxon Mobil Corporation or its affiliates that operate in the U.S. (This includes U.S. domestic employees on expatriate assignment.) n Retirees from the above companies or the Exxon Corporation. n Surviving spouses of deceased employees and retirees of the above companies or the Exxon Corporation. n Present and former directors of Exxon Mobil Corporation or the Exxon Corporation. n Non-U.S. payroll employees are eligible while on assignment In the U.S. with Exxon Mobil Corporation consolidated affiliates. (Note : Retirees of the Mobil Corporation are not eligible for this program.) Eligible Institutions Gifts will be matched to U.S. nonprofit institutions which are open to public participation and tax exempt under Section 501(c)(3) of the Internal Revenue Code. Cultural programs must be a primary and substantial pan of the institution's activities. Included are art, science and historic centers and museums; orchestras; choral groups; opera, theater and dance companies; libraries; public television and radio stations, zoos; aquariums; botanical gardens and historic preservation organizations. Also eligible are united arts funds and other service organizations which serve such cultural institutions and which have established tax-exempt status under Section 501(c)(3) Eligible Contributions For your gift to an eligible cultural institution to qualify for matching, it must meet all of the following conditions: n It must be an actual donation, not merely a pledge, and it must be in the form of cash or publicly traded securities. n It must be made directly to the cultural institution. n It must be a cbaritable contribution, meaning that you or any member of your family or any person you designate may not receive a benefit of more than token value in return for, or as a result of, the contribution or the Foundation's matching gift. n It must be }ourpersonal contribution, not a contribution made with funds provided to you in whole or in part for donation purposes by other individuals, groups or organizations. You may ask the cultural organization to use your gift for a particular purpose, program or activity, so long as the above conditions are met. However, in all cases the Foundation's matching grant is unrestricted, meaning that how the matching funds arc used will be the institution's decision. Ineligible Contributions The Foundation will not match: 1t Gifts to organizations which do not have cultural programs as a primary and substantial part of their activities, such as environmental, conservation, health, welfare, religious and political organizations. n Gifts to an eligible cultural group made in lieu of pledges, tithes or other financial commitments to a church or other non-eligible institution. n Any portions of personal gifts which purchase donor benefits of more than token value. n Gifts made with funds provided to the eligible individual for donation purposes by other individuals or groups. n Bequests, gifts in the form of insurance premiums where the cultural institution is the beneficiary, charitable remainder trusts or other types of deferred gifts. n Donated services or gifts of real estate or personal property (other than cash or securities). n Fees for admissions. n Subscriptions to publications. n Gifts to private foundations. Administration The interpretation, application and administration of this program, which may be changed, suspended, revoked or terminated at any time, shall be determined by Exxonbtobil Foundation, and its decisions shall be final. The Foundation reserves the right to audit institutional records and documents pertaining to this program and to request supporting donor documentation we consider necessary. Questions Questions regarding this program should be directed to: ExxonMobil Matching Gift Program P.O. Box 7288 Princeton, NJ Telephone ( toll free ): (877) exxonmobi@easymatch.com Electronic applications are available at: Nvvnv. casymatch.com /cxxonmobil The Foundation will only match the tax deductible portion of imum