SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 1-2256
A. Full title of the plan:
EXXONMOBIL FUELS MARKETING SAVINGS PLAN
B. Name of issuer of the securities and the
address of the principal executive office:
EXXON MOBIL CORPORATION
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
EXXONMOBIL FUELS MARKETING SAVINGS PLAN
INDEX
Page
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Financial Statements
Statement of Net Assets Available for Benefits at
December 31, 2002 and 2001 3
Statement of Changes in Net Assets Available for
Benefits, for the Year ended December 31, 2002 4
Notes to Financial Statements 5-9
Supplemental Schedules
Schedule of Nonexempt Transactions 10
Schedule of Assets Held At End of Year 12
Report of Independent Auditors 13
Signature 14
Exhibit Index 15
Exhibit 23 - Consent of Independent Auditors 16
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ExxonMobil Fuels Marketing Savings Plan
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STATEMENT OF NET ASSETS
AVAILABLE FOR BENEFITS
-----------------------
December 31,
------------
2002 2001
------------ ------------
Assets:
Investments at fair value (see note 3) $ 17,909,214 $ 17,813,921
Participant contribution receivable 185,539 186,566
Employer contribution receivable 327,817 309,079
Accounts receivable 22,218
Accrued income 4,926 4,543
Cash 23,416 30,236
------------ ------------
Total assets $ 18,473,130 $ 18,344,345
Trustee fee payable 49,054 67,774
------------ ------------
Net assets available for benefits $ 18,424,076 $ 18,276,571
============ ============
The accompanying notes are an integral part of these financial statements.
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ExxonMobil Fuels Marketing Savings Plan
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STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2002
------------------------------------
Contributions:
Participant contributions $ 1,858,927
Employer contributions 3,201,068
------------
Total contributions 5,059,995
------------
Investment income / (loss):
Interest and dividends 183,450
Net depreciation
in fair value of investments (see note 3) (1,731,052)
------------
Net investment loss (1,547,602)
------------
Benefit payments (2,572,191)
Expenses (209,437)
Plan transfer (see note 1) (583,260)
------------
Total deductions (3,364,888)
------------
Net increase 147,505
Net assets available for benefits:
Beginning of year 18,276,571
------------
End of year $ 18,424,076
============
The accompanying notes are an integral part of these financial statements.
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ExxonMobil Fuels Marketing Savings Plan
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN:
---------------------------------
General
-------
The following description provides general information for the ExxonMobil
Fuels Marketing Savings Plan (the Plan). Participants should refer to
the Plan document for a more complete description of the Plan's
provisions. The Plan is a defined contribution plan established to
provide savings and retirement benefits for certain qualified employees
of ExxonMobil Fuels Marketing Company, a division of Exxon Mobil
Corporation (the Company), employed in its company operated retail store
operations and for certain qualified employees at the Olathe, KS and
Bakerstown, PA grease plants.
Contributions
-------------
Contributions to the Plan are made by both the participant and the
Company. Effective January 1, 2002, participants may contribute any
whole percentage, up to 20% of their eligible pay. Prior to
January 1, 2002, the contribution limit was 18%. Participants may also
make a rollover contribution from other qualified plans or rollover IRA.
Generally, for eligible participants, the Company matches contributions
at 50 cents for each pretax dollar contributed up to the first 3% of
eligible pay and/or makes contributions equal to 3% of eligible pay.
For eligible participants covered by a collective bargaining agreement, the
Company provides a 100% match, up to 4% of eligible pay. Effective
September 1, 2002, employees who are at least age 50 at the end of 2002, may
elect to make additional pretax contributions up to $1,000.
Vesting
-------
Participants are immediately vested in their contributions. Effective
January 1, 2002, Company contributions vest at 100% after 3 years of
qualifying service or, if the participant is employed by the Company, on
or after age 65 or upon death while an employee. Employees covered by a
collective bargaining agreement at the Bakerstown, PA grease plant are
immediately vested in all contributions.
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ExxonMobil Fuels Marketing Savings Plan
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
Investment Options
------------------
Participants may make their own investment decisions. The Company has
selected a variety of daily valued investment funds with different risk
and return characteristics. Investments are managed by Barclays Global
Investors, N.A. (BGI). Merrill Lynch Trust Company, FSB (Merrill Lynch),
trustee of the Plan, is the investment manager of the short-term
money market fund. Plan assets are invested in a variety of preselected
funds based on participants' investment elections. Investment options
include the following types of funds: Standard & Poors 500 index,
long-term treasury bond index, short-term money market fund, international
equity, extended market and five bond and equity funds. The Plan is
subject to the normal risks associated with debt and equity markets.
Plan transfer
-------------
During 2002, certain employees became eligible to enroll in the ExxonMobil
Savings Plan. Some of these employees transferred their accounts from the
ExxonMobil Fuels Marketing Savings Plan. The aggregate amount transferred
totaled $583,260.
Forfeited Accounts
------------------
During 2002 and 2001, $72,958 and $51,831, respectively, of unvested employer
matching contributions were forfeited by terminating employees and used to
offset employer contributions. During 2002, $699,286 of additional forfeited
balances from 1997 to 2001, excluding the $51,831 recognized in 2001, were
used to offset employer contributions.
Plan Termination
----------------
The Company may terminate or amend the Plan at any time. In the event of
termination, the net assets of the Plan will be distributed in accordance
with the Employee Retirement Income Security Act of 1974.
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ExxonMobil Fuels Marketing Savings Plan
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
-----------------------------------------
Basis of Presentation
---------------------
The accompanying financial statements are presented on the accrual basis
of accounting except benefit payments which are reported on a cash basis
to conform with generally accepted accounting principles.
Investments
-----------
Investment income is recorded when earned. Investments are stated at
fair value based upon market quotations as determined by the trustee.
Interest earned on the money market deposits and the change in the value
of the investments are allocated daily to the individual employee accounts
on the basis of the participant's account balance. Investments are subject
to normal risks associated with the debt and equity markets.
Net appreciation and net depreciation in the current value of investments
includes realized gains and losses on investments sold or disposed of during
the year and unrealized gains and losses on investments held at year end.
Purchases and sales of securities are recorded on the trade date. Dividends
are recorded on the ex-dividend date.
Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of revenue and expense during the
reporting period. Actual results could differ from those estimates.
Expenses
--------
Administrative expenses incurred in the administration of the Plan, to the
extent not paid by the Company, are charged to and paid from the Plan's
assets. Administrative expenses are recorded when incurred.
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ExxonMobil Fuels Marketing Savings Plan
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 3 - INVESTMENTS:
---------------------
The following presents investments that represent 5 percent or more of the
Plan's net assets.
December 31,
------------
2002 2001
----------- -----------
Merrill Lynch Money Market Fund $ 7,730,287 $ 5,993,289
BGI Bond Index Fund 1,180,816 933,053
BGI Extended Market Fund 1,061,443
BGI S&P 500 Stock Fund 2,661,959 3,455,381
BGI Lifepath 2020 Fund 1,139,909 1,347,806
BGI Lifepath 2030 Fund 1,815,480 2,420,151
Participant loans 1,073,514
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $1,731,052 as follows:
S&P 500 stock fund ($827,681)
Bond index fund 108,121
International equity fund (69,237)
Extended market fund (222,247)
Lifepath bond and equity balanced funds (720,008)
----------
($1,731,052)
==========
NOTE 4 - INCOME TAX STATUS:
---------------------------
The Plan's legal counsel believes the Plan is qualified under the applicable
sections of the Internal Revenue Code (IRC) and therefore the trust is
exempt from federal tax under Section 501(a) of the IRC. A favorable
determination letter with respect to the tax-exempt status of the trust
was issued by the Internal Revenue Service in October 2002. The Plan's
legal counsel believes that the Plan is currently designed and is being
operated in compliance with the applicable requirements of the IRC.
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ExxonMobil Fuels Marketing Savings Plan
---------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 5 - NONEXEMPT TRANSACTIONS:
--------------------------------
During September 2002, the Plan discovered that 2 employees had not been
credited with contributions since March 2002 because of a payroll interface
problem. The Company corrected the situation in October 2002, and Merrill
Lynch, the trustee, received on behalf of these 2 employees the
contributions ($3,211.54) and earnings ($14.51).
During December 2002, the Plan discovered that 25 participants had not received
credit for loan repayments since July 2002 because of a payroll process
problem. The Company remitted the missed loan payments for 20 participants
($11,099.65) to Merrill Lynch in January 2003. Also in January 2003, the
company refunded missed loan payments ($4,928.07) to the remaining 5
participants. In March 2003, the Company remitted additional funds to Merrill
Lynch for earnings ($1,292.88). The Plan also discovered another 6 similarly
affected loans. In April 2003, the Company remitted funds to Merrill Lynch
for 1 of the affected loans ($235.33). Earnings ($22.69) were remitted in June
2003. Also in June 2003, the Company remitted funds to Merrill Lynch for a
second participant's missed loan repayments ($254.84). Additional earnings
($38.33) will be remitted to Merrill Lynch in July 2003. The remaining 4
loans had been otherwise repaid and the participants will be refunded for the
amount of the payments ($493.86) and earnings ($148.99) in July 2003.
The Company failed to provide the 3% Company contribution to 23 part-time
eligible employees during 2002. These amounts ($5,574.55) plus
earnings ($2,261.39) will be remitted to Merrill Lynch at the beginning
of July 2003.
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Schedule G
ExxonMobil Fuels Marketing Savings Plan
Schedule of Nonexempt Transactions
for the twelve-month period ended December 31, 2002
(b) relationship to plan,
employer or other
(a) identity of party involved party-in-interest
------------------------------ -------------------------
ExxonMobil Fuels Marketing Company sponsor
(c) description of transaction including maturity date,
rate of interest, collateral, par or maturity value
-------------------------------------------------------
untimely remittance of contributions
(d) cost (e) current (f) net gain
(historical) value (loss) on each
of asset of asset transaction
----------- ----------- -------------
$3,211.54 $3,226.05 $14.51
(b) relationship to plan,
employer or other
(a) identity of party involved party-in-interest
------------------------------ -------------------------
ExxonMobil Fuels Marketing Company sponsor
(c) description of transaction including maturity date,
rate of interest, collateral, par or maturity value
-------------------------------------------------------
untimely remittance of loan repayments
(d) cost (e) current (f) net gain
(historical) value (loss) on each
of asset of asset transaction
----------- ----------- -------------
$17,011.75 $18,514.64 $1,502.89
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Schedule G
ExxonMobil Fuels Marketing Savings Plan
Schedule of Nonexempt Transactions
for the twelve-month period ended December 31, 2002
(b) relationship to plan,
employer or other
(a) identity of party involved party-in-interest
------------------------------ -------------------------
ExxonMobil Fuels Marketing Company sponsor
(c) description of transaction including maturity date,
rate of interest, collateral, par or maturity value
-------------------------------------------------------
untimely remittance of contributions
(d) cost (e) current (f) net gain
(historical) value (loss) on each
of asset of asset transaction
----------- ----------- -------------
$5,574.55 $7,835.94 $2,261.39
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Schedule H
ExxonMobil Fuels Marketing Savings Plan
ITEM 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
(a) (b) Identity of issue (c) Description of investment (e) Current value
* Merrill Lynch Money Market Fund $ 7,730,287
Barclays Global Investors, N.A. Bond Index Fund 1,180,816
Barclays Global Investors, N.A. Extended Market Fund 888,778
Barclays Global Investors, N.A. International Equity Fund 318,835
Barclays Global Investors, N.A. S&P 500 Stock Fund 2,661,959
Barclays Global Investors, N.A. Lifepath Income Fund 250,069
Barclays Global Investors, N.A. Lifepath 2010 Fund 476,601
Barclays Global Investors, N.A. Lifepath 2020 Fund 1,139,909
Barclays Global Investors, N.A. Lifepath 2030 Fund 1,815,480
Barclays Global Investors, N.A. Lifepath 2040 Fund 372,966
* Participant loans maturities ranging from 1,073,514
1 month to 178 months
interest rates ranging from
4.25% to 9.50%
------------
Total $ 17,909,214
============
* indicates a party-in-interest to the Plan
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Report of Independent Auditors
To the Participants and Administrator of the ExxonMobil Fuels Marketing
Savings Plan:
In our opinion, the accompanying statements of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the ExxonMobil Fuels Marketing Savings Plan (the "Plan")
at December 31, 2002 and 2001, and the changes in net assets available for
benefits for the year ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule
of assets (held at end of year) and schedule of nonexempt transactions are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
PricewaterhouseCoopers LLP
Houston, Texas
June 27, 2003
-13-
SIGNATURE
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
Annual Report to be signed by the undersigned hereunto duly authorized.
EXXONMOBIL FUELS MARKETING SAVINGS PLAN
(Name of Plan)
/s/ Stephen B. L. Penrose
___________________________________
Stephen B. L. Penrose
Administrator-Finance
Dated: June 27, 2003
-14-
EXHIBIT INDEX
-------------
EXHIBIT
23. Consent of PricewaterhouseCoopers LLP,
Independent Auditors
Dated June 27, 2003
-15-
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 333-69378) of Exxon Mobil
Corporation of our report dated June 27, 2003 relating to the
financial statements and supplemental schedules of the ExxonMobil Fuels
Marketing Savings Plan, which appear in this Form 11-K.
PricewaterhouseCoopers LLP
Houston, Texas
June 27, 2003
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