As filed with the Securities and Exchange Commission on March 27, 2002
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
EXXON MOBIL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 13-5409005
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
5959 Las Colinas Blvd.
Irving, Texas
75039-2298
(972) 444-1000
(Address, Including Zip Code, and
Telephone Number, Including Area
Code, of Registrant's Principal
Executive Offices)
Frank A. Risch, Treasurer
Exxon Mobil Corporation
5959 Las Colinas Blvd.
Irving, Texas
75039-2298
972-444-1000
(Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent For Service)
_____________________________
Approximate date of commencement of proposed sale to the public: as soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ___
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
___
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ___
_____________________________
CALCULATION OF REGISTRATION FEE
Title Of Amount To Be Proposed Proposed Amount of
Shares To Be Registered Maximum Maximum Registration
Registered Aggregate Aggregate Fee
Price Per Offering
Unit* Price*
____________________________________________________________________________
<c> <c> <c> <c> <c>
<s>
Common Stock, 20,000,000 $_43.50_____ $870,000,000__ $80,040____
no par value
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices reported in the
consolidated reporting system on March 20, 2002
____________________________
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as Commission, acting pursuant to said Section 8(a), may
determine.
Pursuant to Rule 429, the prospectus contained herein also relates to
Common Stock registered under form S-3 registration statement No. 333-27489.
This registration statement is a new registration statement and also
constitutes post-effective amendment no. 1 to registration statement
No. 333-27489. On a split-adjusted basis, approximately 1,000,000 shares remain
available under the prior registration statement, for which shares a
registration fee of approximately $8,873 was paid.
<page>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion, dated March 27, 2002
SHAREHOLDER INVESTMENT PROGRAM PROSPECTUS
Exxon Mobil Corporation offers you the opportunity to participate in its
Shareholder Investment Program. The Program lets you: purchase shares of
ExxonMobil's common stock with no commission; reinvest all or a portion of your
cash dividends in additional shares; and deposit share certificates for
safekeeping. See "Important Considerations" and "Terms of the Program."
EquiServe Trust Company, N.A. is the Administrator for the Program. At present,
the Administrator purchases all Program shares in the open market and the
Corporation does not receive any proceeds. The Administrator may also purchase
Program shares in privately negotiated transactions or, if the Corporation
chooses, from the Corporation.
ExxonMobil stock is listed on the New York Stock Exchange under the symbol
"XOM." The closing price of the common stock on March 20, 2002 was $43.53 per
share.
This prospectus covers approximately 21,000,000 shares of common stock, no par
value.
Initial investments are offered through Credit Suisse First Boston Corporation.
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
__________, 2002
<page>
CONTENTS
Highlights........................1
Important Considerations..........3
Terms of the Program..............3
Administration..............3
Eligibility.................3
Enrollment Procedures.......4
Investment Dates............4
Initial and Optional
Investments.................4
Other Investment
Information.................5
Reinvesting Cash Dividends..6
Direct Deposit..............6
Share Safekeeping...........6
Gift/Transfer of Shares.....7
Transferring Shares from
A Broker....................7
Share Certificates..........7
Selling Shares..............7
Closing a Program Account...8
Source and Price of Shares..8
Reports.....................9
Miscellaneous..............10
The Corporation..................11
Tax Consequences.................11
Use of Proceeds..................12
Legal Matters....................12
Experts..........................13
For More Information.............13
<page>
ExxonMobil Shareholder Investment Program
HIGHLIGHTS
Following are some of the convenient features of the Program. Refer to
"Important Considerations" and "Terms of the Program" for more complete
information. Please read this entire prospectus carefully.
Buy With No Commissions
With the ExxonMobil Shareholder Investment Program, you don't need to call a
stockbroker. ExxonMobil pays the commissions on all Program purchases. You can
make purchases in a variety of ways, including by check, automatic deduction or
dividend reinvestment. Your investment dollars will be fully invested in
ExxonMobil shares.
Open an Account for Only $250
If you are not an ExxonMobil shareholder, you can enroll in the Program with an
initial cash investment of only $250. If you are already an ExxonMobil
shareholder, you can enroll with a $250 cash investment, by depositing your
ExxonMobil shares for safekeeping, or by choosing to reinvest dividends on some
or all of your ExxonMobil shares.
Make Additional Investments With as Little as $50
Once enrolled, you can make additional investments as small as $50. Since you
pay no commissions, your full investment goes to the purchase of ExxonMobil
shares. You can also elect to have additional investments deducted directly
from your bank account once a month. The maximum cash investment is $200,000
per calendar year.
Invest Weekly
You can buy and sell as frequently as weekly and you can vary the amount you
invest.
<page> 1
Reinvest Dividends Automatically
You can choose to have all or part of the dividends paid on your ExxonMobil
shares automatically reinvested in additional shares.
Receive Dividends by Direct Deposit
If you elect not to reinvest dividends, you can have dividends deposited
directly into your bank account by electronic transfer on the dividend payment
date.
Deposit Certificates for Safekeeping
You can protect your ExxonMobil share certificates from loss, theft or damage
by depositing your shares for safekeeping. If you want new certificates sent to
you, we'll do so at your request.
Invest in an IRA
EquiServe Trust Company, N.A. offers an Individual Retirement Account
(Traditional, Roth or Educational) that invests in ExxonMobil shares through
the Program. This account is available for new contributions and for rollovers.
For more information on this service, including an IRA Disclosure Statement and
enrollment materials, call the toll-free number below. Additional fees are
charged for IRAs.
Make Gifts of ExxonMobil Stock
You can make gifts or transfers of ExxonMobil shares at no charge. A Program
account will be opened for the recipient and you can also request a special
gift certificate.
TOLL-FREE INFORMATION
If you have questions about the Program or need assistance or information about
other shareholder matters, call ExxonMobil Shareholder Services toll-free at:
1-800-252-1800
<page> 2
IMPORTANT CONSIDERATIONS
The purpose of the Program is to provide useful services for ExxonMobil
shareholders. We are not recommending that you should buy or sell ExxonMobil
shares. You should only use the Program after you have independently researched
and made your investment decision.
The value of ExxonMobil shares may go up or down from time to time. We give no
assurance as to whether or at what rate ExxonMobil will continue to pay
dividends. Program accounts are not insured by the Securities Investor
Protection Corporation, the Federal Deposit Insurance Corporation, or anyone
else.
TERMS OF THE PROGRAM
ADMINISTRATION
EquiServe Trust Company, N.A. (the "Administrator") administers the Program. To
contact the Administrator, write to:
ExxonMobil Shareholder Investment Program
P.O. Box 43008
Providence, RI 02940-3008
or call 1-800-252-1800 toll free. From outside the U.S., call 781-575-2058
collect. You can also contact the Administrator by e-mail and facsimile. The
e-mail address is www.equiserve.com. The fax number is available on request.
The Administrator currently serves as transfer agent, registrar and dividend
paying agent for the Corporation and may have other business relationships with
the Corporation from time to time. The Administrator also sponsors the Program
IRA.
ELIGIBILITY
Any U.S. person or entity can participate in the Program by fulfilling the
requirements described below under "Enrollment Procedures." A citizen or
resident of a country other than the United States is also eligible if
participation would not violate local laws applicable to you or to ExxonMobil.
<page> 3
ENROLLMENT PROCEDURES
First, read this prospectus carefully. Then, if you are eligible and want to
enroll in the Program, complete and sign an Enrollment Form and return it to
the Administrator. In order to participate in the Program, you must either:
- - Deposit one or more share certificates with the Administrator for
safekeeping (including by transfer from a broker)
- - Elect to reinvest cash dividends paid on at least one whole share
- - Make an initial cash investment of at least $250 and not more than
$200,000
Participation in the Program begins after the Administrator reviews and
approves your forms and receives your funds or securities.
INVESTMENT DATES
A new investment period begins on each Investment Date. The "Investment Dates"
are Thursday of each calendar week or, if financial markets in New York City
are not open for business on Thursday, the next day on which the markets are
open.
INITIAL AND OPTIONAL INVESTMENTS
Initial investments must be at least $250 except for eligible ExxonMobil
employees and retirees investing through payroll or annuity deduction.
Thereafter, optional investments must be at least $50 for any single
investment. The total amount of initial and optional investments can not be
more than $200,000 in any calendar year, not counting IRA rollovers and
qualified plan distributions.
Investments can be made as follows and by any other means the Administrator
accepts:
Personal Check or Money Order. Make the check or money order payable to
"ExxonMobil" and return it to the Administrator with a Cash Investment and
Other Transaction Form (detachable copy included with each statement of account
sent to participants). Do not send cash. All investments must be made in U.S.
dollars and drawn on a U.S. bank.
Automatic Monthly Investment. You can automatically invest a specified monthly
amount (not less than $50) deducted directly from a U.S. bank account by
completing an Automatic Monthly Investment Form and returning it to the
Administrator. Funds will be transferred from your account on the business day
before the last Investment Date of each month.
<page> 4
You can change or stop automatic monthly investments by completing and
returning a new Automatic Monthly Investment Form or otherwise giving written
instructions to the Administrator. To be effective for a particular month, the
Administrator must receive instructions for automatic monthly investments
before the last business day of the prior month.
Payroll and Annuity Deduction. Eligible employees and retirees of ExxonMobil or
one of its subsidiaries may invest specified amounts (not less than $50 per
month) by completing and returning a Payroll or Annuity Deduction Authorization
Form. An ExxonMobil employee must be paid through a U.S. payroll and an
ExxonMobil retiree must receive annuity payments from a U.S. benefits office.
ExxonMobil will make deductions from each payroll or annuity check during the
month and will promptly forward the funds to the Administrator. The
Administrator will invest these funds in ExxonMobil shares once a month
beginning on the first Investment Date. If you use this investment option, you
should recognize that, depending on the pay date, funds deducted from your
check may not be invested for several weeks.
Eligible employees and retirees may satisfy the requirement for an initial
investment by initiating payroll or annuity deduction at the time of
enrollment.
Wire transfer. Contact the Administrator for instructions. You may be charged
fees by the institution initiating the wire transfer.
OTHER INVESTMENT INFORMATION
The Administrator must receive your funds by 12:00 p.m. (noon) Eastern time on
the business day before an Investment Date to begin investing on that
Investment Date. Funds received later are held until the next investment
period. No interest is paid on amounts held by the Administrator pending
investment. Accordingly, you should transmit funds to the Administrator shortly
before the deadline. All investments must be in U.S. dollars and are subject to
collection by the Administrator of full face value.
The Administrator will cancel or return your investment if the Administrator
receives your written request two or more business days before the Investment
Date. However, refunds of a check or money order will only be made after the
Administrator actually receives the funds.
<page> 5
There is a charge for each deposit that is returned unpaid by your bank. By
enrolling in the Program, you authorize the Administrator to deduct this charge
by selling shares from your Program account.
REINVESTING CASH DIVIDENDS
You can reinvest cash dividends paid on all or some of your ExxonMobil shares
by making an election on the Enrollment Form. You can also change reinvestment
levels at any time by contacting the Administrator. To be effective for a
particular dividend, the Administrator must receive reinvestment instructions
on or before the record date for the dividend.
If you elect reinvestment, cash dividends paid on your certificated and/or
book-entry ExxonMobil shares will be used to purchase additional ExxonMobil
shares. Certificated shares are shares registered in your name and held in
certificate form. Book-entry shares are shares held in the custody of the
Administrator for your Program account.
If you specify partial or no reinvestment, cash dividends not reinvested will
be sent to you by check or direct deposit.
DIRECT DEPOSIT
You can have any cash dividends not being reinvested deposited directly to your
bank account by completing a Direct Dividend Deposit Authorization Form and
returning it to the Administrator. You can change deposit accounts or stop
direct deposit by completing and returning a new Direct Dividend Deposit
Authorization Form. To be effective for a particular dividend, the
Administrator must receive instructions for direct deposit before the record
date for the dividend.
SHARE SAFEKEEPING
You can deposit common stock certificates with the Administrator for
safekeeping. To do so, send your ExxonMobil share certificates to the
Administrator by registered, insured mail together with a properly completed
Enrollment Form, Cash Investment and Other Transaction Form, or other written
instructions. Do not endorse the share certificates.
<page> 6
Safekeeping shares will be transferred into the name of the Administrator or
its nominee and held for you in book-entry form. The deposit of certificates
for safekeeping does not affect dividend reinvestment.
GIFT/TRANSFER OF SHARES
You can make gifts or transfer ownership of shares held in your Program account
by completing a Gift/Transfer Form and returning it to the Administrator. These
requests must meet the same requirements as for the transfer of common stock
certificates, including the requirement of a Medallion signature guarantee on
the form. If the recipient is not already a Program participant, the
Administrator will open an account in the recipient's name. You will receive a
Program Prospectus to give to the recipient. The recipient will receive a
statement showing the number of shares held in the recipient's Program account.
Gift certificates are also available on request to the Administrator.
TRANSFERRING SHARES FROM A BROKER
Shares held in "street name" through a broker or other agent can be transferred
to your Program account by completing and returning a Broker Transfer Form to
the Administrator. The Administrator will contact the agent holding the shares
and initiate the transfer.
SHARE CERTIFICATES
Shares purchased through the Program will be held in safekeeping in book-entry
form by the Administrator in its name or the name of its nominee. You can get a
new certificate for all or some of the whole ExxonMobil shares in your Program
account by completing the appropriate portions of a Cash Investment and Other
Transaction Form and returning it or otherwise providing instructions to the
Administrator. The Administrator will continue to hold any remaining whole or
fractional Program shares. The issuance of a certificate for Program shares
does not affect dividend reinvestment. Shares of stock held by the
Administrator in your Program account may not be pledged or assigned except
through the gift/transfer procedure.
SELLING SHARES
You can sell any number of whole shares held in your Program account by
completing the appropriate portions of a Cash Investment and Other Transaction
Form and returning it or otherwise providing written instructions to the
Administrator. Sales begin on the first Investment
<page> 7
Date after receipt of the request. Sale proceeds, less an administrative charge
of $5 and applicable brokerage commissions (currently approximately $.05 per
share), are paid by check. A request to sell all shares in your account will
close your account. Sale requests received on or after the fifth business day
before a dividend payment date will be processed after giving effect to any
dividend reinvestment.
CLOSING A PROGRAM ACCOUNT
You can close a Program account at any time by completing the appropriate
portions of a Cash Investment and Other Transaction Form and returning it or
otherwise providing written instructions to the Administrator. The
Administrator will issue and mail to you a certificate for all whole shares in
the account, or you can specify that all (but not less than all) whole book-
entry shares be sold. The Administrator will handle the sale as described in
the "Selling Shares" section. The cash value of any fractional interest in a
closed account will be paid to you by check. After an account is closed, you
can not make further investments through the Program without re-enrolling.
Instructions to close an account received on or after the fifth business day
before a dividend payment date will be processed after giving effect to any
dividend reinvestment.
SOURCE AND PRICE OF SHARES
The Administrator may purchase or sell shares in the open market or in
privately negotiated transactions on terms and conditions acceptable to it. At
present, the Administrator purchases and sells shares in the open market (New
York Stock Exchange).
Shares purchased or sold for a particular investment period are credited to
your account at the weighted average price per share of all shares purchased or
sold for that investment period. The Corporation pays any commissions on the
purchase of shares, but you will be charged a $5 administrative fee and
commissions on sales.
The Administrator may purchase shares from or sell shares to the Corporation if
the Corporation so chooses. The price of any shares purchased from or sold to
the Corporation will be the average of the high and low composite sale prices
on the New York Stock Exchange (regular session) for the day of the
transaction.
<page> 8
The Administrator may combine your funds with those of other participants for
the purpose of making purchases and may offset purchases of shares against
sales of shares under the Program for the same investment period, resulting in
a net purchase or sale of shares. The Administrator undertakes to purchase or
sell shares as soon as practicable beginning on the relevant Investment Date
and in no event later than 30 days (in the case of dividend reinvestment) or 35
days (in the case of initial or optional investments) after the relevant
Investment Date, except as necessary under securities laws or other government
or stock exchange regulations.
The Administrator may begin purchasing shares for dividend reinvestment in
advance of the dividend payment date. Dividend and voting rights on purchased
shares begin on settlement.
Reports
You will receive at least annually a statement showing the amount invested; the
purchase price; the number of shares purchased, deposited, sold, transferred,
or withdrawn; the total number of shares accumulated; and other information.
Your statement will consolidate your book-entry and certificated shares. You
should retain these statements for income tax and other purposes. Replacement
statements are available upon request from the Administrator or you may order
directly by calling ExxonMobil Shareholder Services using the interactive voice
response system.
The Administrator also sends a transaction statement promptly after each
investment, deposit, sale or transfer, except that direct deposit of dividends
and automatic monthly investments are not individually confirmed. The
Administrator also sends communications sent to all other record holders of
Common Stock.
All notices, statements and reports will be addressed to you at the latest
address on record with the Administrator. Address changes may be made in
writing or by telephone but must be received before the record date for a
dividend in order for the dividend check and quarterly information to be mailed
to the new address.
<page> 9
MISCELLANEOUS
Stock Split or Stock Dividend. Unless the Corporation chooses another method of
distribution, if you participate in the Program stock dividends or split shares
distributed on all shares registered in your name -- including shares you hold
in certificated form and shares in book-entry form in your Program account --
will be added to your Program account in book-entry form.
If you have elected partial dividend reinvestment, the Administrator will
adjust your election so that you continue to receive cash dividends on
approximately the same percentage of your ExxonMobil shares as before the
split.
Voting. You can vote shares held in your Program account in person or by proxy
via the Internet, telephone or the card sent to you.
Limitation of Liability. The Corporation, the Administrator and their
representatives are not liable for good faith acts or omissions in
administering the Program. This includes any claim of liability based on the
prices or times at which shares are purchased or sold; any change in the market
price of shares; or any failure to terminate an account prior to receipt of
appropriate notice (such as notice of a participant's death). This is not a
waiver of any rights you may have under securities laws.
Termination. The Corporation may suspend or terminate the Program at any time
in whole or in part, or may terminate the participation of any participant. For
example, it is currently the Corporation's practice to close the account of any
participant who does not own at least one whole book-entry or certificated
share of record. We might also be required to terminate the participation of
persons in particular countries due to legal requirements. Notice of suspension
or termination will be sent to you if you are affected. Upon any termination of
the Program or of any participant, certificates for any whole book-entry shares
will be issued and mailed to the participant. The cash value of any fractional
interest in the account will be paid by check.
Amendment; Interpretation. The Corporation may amend or modify the Program in
whole or in part from time to time. The Administrator may also modify its
procedures from time to time. Copies of the most recent prospectus, including
current Program terms and conditions, are available from the Administrator and
at ExxonMobil's website (www.exxonmobil.com). Other website materials are not
part of the prospectus. Notice of material amendments or modifications will be
mailed to you if you are affected. The Corporation retains the sole right to
interpret the terms of the Program and to resolve questions that arise in its
application.
<page> 10
THE CORPORATION
ExxonMobil was incorporated in the State of New Jersey in 1882. The
Corporation's principal executive office is located at 5959 Las Colinas Blvd.,
Irving, Texas 75039-2298, and its telephone number is 972-444-1000.
Divisions and affiliated companies of ExxonMobil operate or market products in
the United States and about 200 other countries and territories. Their
principal business is energy, involving exploration for, and production of,
crude oil and natural gas, manufacture of petroleum products and transportation
and sale of crude oil, natural gas and petroleum products. ExxonMobil is a
major manufacturer and marketer of basic petrochemicals, including olefins,
aromatics, polyethylene and polypropylene plastics, and a wide variety of
specialty products. ExxonMobil is engaged in exploration for, and mining and
sale of coal, copper and other minerals. ExxonMobil also has interests in
electric power generation facilities. Affiliates of ExxonMobil conduct
extensive research programs in support of these businesses.
TAX CONSEQUENCES
The Corporation believes the following is an accurate summary of the U.S.
federal tax consequences of participation in the Program as of the date of this
prospectus. This summary may not reflect every possible situation that could
result from participation in the Program. Thus, participants in the Program are
advised to consult their own tax advisors.
In general, the amount of cash dividends paid by the Corporation is includable
in income even though reinvested under the Program. Under this general rule,
the cost basis for U.S. federal income tax purposes of any shares acquired
through the Program will be the price at which the shares are credited by the
Administrator to the account of the participant as described in the section
entitled "Source and Price of Shares." Brokerage commissions paid by the
Corporation on a participant's behalf are treated as distributions subject to
income tax in the same manner as dividends. The amounts paid for brokerage
commissions are, however, includable in the cost basis of shares purchased.
Form 1099 DIV sent to participants and the IRS each year, as required, will
show these amounts paid on their behalf.
<page> 11
A participant will generally not realize gain or loss for U.S. federal income
tax purposes upon the withdrawal of shares in certificate form from the
Program, but will generally realize gain or loss on the sale of shares.
The above rules may not be applicable to certain participants in the Program,
such as tax-exempt entities (e.g., pension funds and IRAs) and foreign
shareholders. These particular participants should consult their own tax
advisors.
In the case of participants in the Program whose dividends are subject to U.S.
backup withholding, the Administrator will reinvest dividends less the amount
of tax required to be withheld. In the case of foreign shareholders whose
dividends are subject to U.S. federal tax withholding, the Administrator will
reinvest dividends less the amount of tax required to be withheld. The filing
of any documentation required to obtain a reduction in U.S. withholding tax is
the responsibility of the shareholder.
USE OF PROCEEDS
At present, the Corporation expects the Administrator to continue to purchase
ExxonMobil shares for the Program in the open market. As a result, the
Corporation will not receive any proceeds. If the Administrator purchases
shares directly from the Corporation, the Corporation intends to use any net
proceeds for general corporate purposes.
LEGAL MATTERS
Counsel who has passed upon legal matters concerning the Program and the
validity of the shares offered by this prospectus is James Earl Parsons.
Mr. Parsons is regularly employed as Counsel for the Corporation and has
various interests in the Corporation's Common Stock.
<page> 12
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Corporation's Annual Report on Form 10-K for the year ended
December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
FOR MORE INFORMATION
The Corporation files annual, quarterly, and current reports, proxy statements,
and other information with the Securities and Exchange Commission (the "SEC").
You can read and copy these materials at the SEC's public reference rooms at
450 Fifth Street, N.W., Washington, D.C. You can also order copies of these
materials, on payment of copying fees, by writing to the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
more information on the operation of the public reference rooms. The
Corporation's filings can also be read at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York, on which the Common Stock
is listed. The SEC also maintains a website at www.sec.gov that contains
materials filed by the Corporation.
Important information about the Corporation and its business and finances is
incorporated by reference in this prospectus. This means the Corporation
discloses that information by referring you to other documents separately filed
with the SEC. The information incorporated by reference is part of this
prospectus, except for information that is superceded by information in this
document.
<page> 13
The SEC filings incorporated by reference are:
1. Annual Report on Form 10-K for the year ended December 31, 2001.
2. The description of the Common Stock contained in the Corporation's
Registration Statement on Form S-4 (file No. 333-75659), and any document filed
that updates that description.
As long as the Corporation continues to offer the Program, the Corporation also
incorporates by reference additional reports, proxy statements, and other
documents that the Corporation may file with the SEC after the date of this
prospectus under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934.
The Corporation will provide each person to whom this prospectus is delivered
with a free copy of any or all of the documents incorporated by reference,
except for exhibits to such documents (unless the exhibit is specifically
incorporated by reference). You can request copies by calling or writing
ExxonMobil Shareholder Services, P.O. Box 8033, Boston, MA 02266-8033,
telephone 1-800-252-1800.
EXXON MOBIL CORPORATION
TOLL-FREE INFORMATION
If you have questions about the Program or need assistance or information about
other shareholder matters, call ExxonMobil Shareholder Services toll-free at:
1-800-252-1800
<page> 14
The Corporation has not authorized anyone to provide you with information that
is different from what is contained in this prospectus. The Program is not
available to any person to whom the Corporation may not legally offer it.
The date of this prospectus is ____________, 2002. You should not assume that
the information in this prospectus is still accurate as of any later date.
<page> 15
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
___________________________________________
Securities and Exchange Commission Registration Fee ................ $80,040
Printing and Engraving Expenses*..................................... 15,000*
Total ........................................................ $95,040
*Estimated
Item 15. Indemnification of Directors and Officers.
_________________________________________
ExxonMobil has no provisions for indemnification of directors or officers in
its certificate of incorporation. Article X of the By-Laws of the Registrant
provides that it shall indemnify to the full extent permitted by law any
director or officer made or threatened to be made a party to any legal action
by reason of the fact that such person is or was a director, officer, employee
or other corporation agent of ExxonMobil or any subsidiary or served any other
enterprise at the request of ExxonMobil against expenses, judgments, fines,
penalties, excise taxes and amounts paid in settlement. The New Jersey Business
Corporation Act provides for the indemnification of directors and officers
under certain conditions.
ExxonMobil has purchased directors and officers liability insurance coverage
from Ancon Insurance Company, Inc., a wholly-owned subsidiary of ExxonMobil.
Under the terms of the Agreement and Plan of Merger dated as of December 1,
1998, among ExxonMobil (formerly named Exxon Corporation), Mobil Corporation
("Mobil") and Lion Acquisition Subsidiary Corporation, ExxonMobil has agreed
that for seven years after November 30, 1999, the closing date of the merger,
ExxonMobil will indemnify and hold harmless each person who was a director or
officer of Mobil at or prior to the date of the merger agreement from their
acts or omissions in those capacities occurring prior to the closing to the
extent provided under Mobil's charter and by-laws as in effect on December 1,
1998.
Item 16. Exhibits
________
See Index to Exhibits.
Item 17. Undertakings
____________
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
<page>
material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement;
(2) that for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by either registrant of expenses incurred or paid by a director,
officer or controlling person of such registrant in the successful defense of
any action, suit or proceeding) is asserted against the registrant by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas on the 27th day of
March, 2002.
EXXON MOBIL CORPORATION
By: /s/ Lee R. Raymond
________________________________
Lee R. Raymond
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date(s) indicated.
* Chairman of the March 27, 2002
___________________________________ Board and Chief
(Lee R. Raymond) Executive Officer
(Principal
Executive Officer)
*
___________________________________ Director March 27, 2002
(Michael J. Boskin)
*
___________________________________ Director March 27, 2002
(Rene Dahan)
*
___________________________________ Director March 27, 2002
(William T. Esrey)
<page>
*
___________________________________ Director March 27, 2002
(Donald V. Fites)
*
___________________________________ Director March 27, 2002
(James R. Houghton)
*
___________________________________ Director March 27, 2002
(William R. Howell)
*
___________________________________ Director March 27, 2002
(Helene L. Kaplan)
*
___________________________________ Director March 27, 2002
(Reatha Clark King)
*
___________________________________ Director March 27, 2002
(Philip E. Lippincott)
*
___________________________________ Director March 27, 2002
(Harry J. Longwell)
<page.
*
___________________________________ Director March 27, 2002
(Marilyn Carlson Nelson)
*
___________________________________ Director March 27, 2002
(Walter V. Shipley)
*
___________________________________ Controller March 27, 2002
(Donald D. Humphreys) (Principal
Accounting Officer)
*
___________________________________ Treasurer March 27, 2002
(Frank A. Risch) (Principal
Financial Officer)
* By: /s/ Richard E. Gutman
_____________________
(Richard E. Gutman)
Attorney-in-Fact
<page>
INDEX TO EXHIBITS
Exhibit Number Exhibit
______________ _______
5 Opinion of James Earl Parsons, counsel for Exxon Mobil
Corporation
23(a) Consent of James Earl Parsons (included in the opinion filed
as Exhibit 5 to this Registration Statement)
23(b) Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
<page>
EXHIBIT 5
March 27, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exxon Mobil Corporation -- Shareholder Investment Program
Gentlemen:
As counsel to Exxon Mobil Corporation, a New Jersey corporation (the
'Corporation'), I am familiar with its Restated Certificate of Incorporation
and By-laws, each as amended to date. I have examined its corporate proceedings
in connection with the preparation and filing of a registration statement on
Form S-3 of even date herewith (the 'Registration Statement'), covering shares
of the Corporation's common stock, no par value ('Common Stock'), offered and
to be offered pursuant to the Exxon Mobil Corporation Shareholder Investment
Program (the 'Program'). I have also examined originals or copies, certified or
otherwise authenticated to my satisfaction, or all such documents and records
of the Corporation, of such agreements, and of such certificates of public
officials, officers and representatives of the Corporation, and others, as I
have deemed necessary to require as a basis for the opinions hereinafter
expressed.
In all such examinations, I have assumed the genuineness of all signatures, the
authority to sign of all signatories (other than persons signing on behalf of
the Corporation), the due execution of all original and certified documents,
and the conformity to the original and certified documents of all copies
submitted to me as conformed or photostatic copies. As to various questions of
fact material to my opinion, I have relied upon statements and certificates of
officers of the Corporation, public officials, and others.
Based upon and subject to the foregoing and to the qualifications herein
specified, I am of the opinion that:
The shares of Common Stock offered and to be offered pursuant to the Program
are duly authorized and, when delivered in connection with purchases under the
Program in accordance with the terms thereof, are and will be validly issued,
fully paid, and non-assessable.
The opinions expressed herein relate solely to the federal laws of the United
States and the corporate law of the State of New Jersey.
I hereby consent to the use of my name in the Registration Statement and the
prospectus forming a part thereof under the caption 'Legal Matters,' and to the
filing of this opinion as an exhibit thereto. In giving this consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
JAMES EARL PARSONS
<page>
EXHIBIT 23(b)
CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 for the Exxon Mobil Corporation Shareholder Investment
Program of our report dated February 27, 2002, relating to the consolidated
financial statements, which appears on page 33 of Exxon Mobil Corporation's
Annual Report on Form 10-K for the year ended December 31, 2001. We also
consent to the reference to us under the heading 'Experts' in such Registration
Statement.
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
March 27, 2002
<page>
EXHIBIT 24
EXXON MOBIL CORPORATION
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Brian A. Maher, Patrick T. Mulva, Richard E. Gutman and Paul A. Hanson, and
each of them, with full power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her own name, place and stead, in
any and all capacities to sign a Registration Statement on Form S-3 relating to
the issuance of the registrant's common stock under its Shareholder Investment
Program and any and all amendments (including post-effective amendments and
other amendments thereto) to such Registration Statement and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing as he or she could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
_________ _____ _____
/s/Lee R. Raymond
______________________ Chairman of the Board March 27, 2002
Lee R. Raymond
/s/Michael J. Boskin
______________________ Director March 27, 2002
Michael J. Boskin
/s/Rene Dahan
______________________ Director March 27, 2002
Rene Dahan
/s/William T. Esrey
_____________________ Director March 27, 2002
William T. Esrey
/s/Donald V. Fites
______________________ Director March 27, 2002
Donald V. Fites
/s/James R. Houghton
______________________ Director March 27, 2002
James R. Houghton
/s/William R. Howell
______________________ Director March 27, 2002
William R. Howell
<page>
Signature Title Date
_________ _____ ____
/s/Helene L. Kaplan
______________________ Director March 27, 2002
Helene L. Kaplan
/s/Reatha Clark King
______________________ Director March 27, 2002
Reatha Clark King
/s/Philip E. Lippincott
______________________ Director March 27, 2002
Philip E. Lippincott
/s/Harry J. Longwell
______________________ Director March 27, 2002
Harry J. Longwell
/s/Marilyn Carlson Nelson
______________________ Director March 27, 2002
Marilyn Carlson Nelson
/s/Walter V. Shipley
______________________ Director March 27, 2002
Walter V. Shipley
/s/Frank A. Risch
______________________ Treasurer March 27, 2002
Frank A. Risch (Principal Financial Officer)
/s/Donald D. Humphreys
______________________ Controller March 27, 2002
Donald D. Humphreys (Principal Accounting Officer)
<page>