Capturing the Benefits From
a Once-in-a-Lifetime Opportunity

When the merger of Exxon and Mobil was announced on December 1, 1998, both companies recognized this as a unique opportunity to significantly enhance shareholder value. When the two companies united to form ExxonMobil on November 30, 1999, the prospects were even more exciting and they continue to grow. The company is exceptionally well positioned with a talented workforce, a diverse and high-quality asset base, leading technologies, and a strong financial position.

Merger Synopsis Annual synergies (before tax) by 2002 $3.8 billion Significant cash flow benefits One-time impact $3.5 billion Ongoing annual benefit $4+ billion Earnings impacts positive Year one (2000) $1.5 billion Year three and beyond (2003+) $2.5 billion Merger integration costs (before tax) $2.5 billion Regular employee reduction 16,000

Merger Provides Significant Near-Term Benefits

The merger of Exxon and Mobil is projected to provide significant near-term synergies and increased cash flow. Synergies of $3.8 billion per year before tax, which consist of operating expense savings and revenue enhancements, will come from all areas of the company through organizational efficiencies, application of best practices, manufacturing and supply improvements, larger scale procurement, more selective exploration, and drilling consolidation. ExxonMobil's cash flow will benefit by $3.5 billion as sales proceeds from required divestments, and lower working capital, more than offset merger-related expenses. On an ongoing basis, synergy capture and capital expenditure optimization will generate over $4 billion per year of improved cash flow.

In addition to synergies and cash flow benefits directly attributable to the merger, the company will continue to capture improvements from ongoing base efficiency initiatives and future optimization of the combined asset base.

Long-Term Capital Productivity Improvement Drives Merger Rationale

While near-term improvements provided by the merger are significant, the opportunity to enhance capital productivity drove the longer-term merger rationale. The combined company has an enhanced range and scope of opportunities from which to select the best projects to advance. Additionally, capital improvements will be optimized in areas where existing assets are complementary. As a result, ExxonMobil expects returns on capital to be at least 3 percentage points higher than Exxon would likely have achieved on its own.

ExxonMobil Implements Leading-Edge Organization

The merger also presented an opportunity to fundamentally change the way the company runs the business. ExxonMobil has moved from a multifunctional, geographically based regional organization to 11 global functional businesses with a geographical overlay — five in the Upstream, four in the Downstream, Chemical, and Power, Coal and Minerals — which are each accountable for their worldwide operations and performance. The global orientation will increase business focus and provide for rapid transfer of technology and best practices. This structure builds on Exxon's successful experience with global functional businesses in the exploration, chemical, and upstream development areas.

Another function, Global Services, will provide information services, procurement, and real estate services to ExxonMobil businesses worldwide. This concept was used successfully at Mobil and will allow the merged company to leverage its scale by standardizing processes, technologies, and best practices.

Regulatory Outcome

As part of the merger approval process, the European Commission (EC) and the U.S. Federal Trade Commission (FTC) thoroughly reviewed the operations of both companies. The majority of the companies' assets were not impacted by the outcome of these reviews, including:

• Worldwide oil and gas reserves, exploration prospects, and producing assets

• Downstream operations in Asia, the Middle East, Africa, and Latin America

• Worldwide chemical assets

• Proprietary research and technology programs

The EC and FTC did stipulate remedies that primarily impacted downstream operations in Europe and the U.S. All of the required divestments are expected to be completed during 2000.