EX-FILING FEES 9 d558467dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Exxon Mobil Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

                         
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

or Carry

Forward

Rule

 

Amount

Registered(1)

 

Proposed

Maximum

Offering

Price Per

Share

 

Maximum

Aggregate

Offering

Price(2)

 

Fee

Rate

 

Amount

of

Registration

Fee

 

Carry
Forward

Form
Type

 

Carry

Forward

File

Number

  Carry
Forward
Initial
Effective
Date
  Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
 
Newly Registered Securities
                         

Fees to

Be Paid

  Equity   Common Stock, without
par value
  Other   562,010,069   N/A   $56,203,425,896   0.00014760   $8,295,626          
                         

Fees

Previously

Paid

  N/A   N/A   N/A   N/A   N/A   N/A     N/A          
 
Carry Forward Securities
                         

Carry

Forward

Securities

  N/A   N/A   N/A   N/A     N/A       N/A   N/A   N/A   N/A
                   
    Total Offering Amounts      $56,203,425,896     $8,295,626          
                   
    Total Fees Previously Paid          —            
                   
    Total Fee Offsets          —            
                   
    Net Fees Due                $8,295,626                

 

(1)

Represents the estimated maximum number of shares of common stock, without par value (“ExxonMobil common stock”) of Exxon Mobil Corporation, a New Jersey corporation (“ExxonMobil”), issuable or expected to be issued upon completion of the proposed merger of SPQR, LLC, a wholly-owned subsidiary of ExxonMobil (“Merger Sub”), with and into Pioneer Natural Resources Company, a Delaware corporation (“Pioneer”), with Pioneer surviving as a wholly-owned subsidiary of ExxonMobil (the “Merger”), and is based on the product of (a) the sum of (i) 233,308,884 shares of Pioneer common stock, par value $0.01 per share (“Pioneer common stock”) outstanding as of November 16, 2023, of which 6,201 constitute restricted shares of Pioneer common stock, (ii) 592,622 shares of Pioneer common stock in respect of Pioneer restricted stock units (whether vested or unvested), (iii) 59,213 shares of Pioneer common stock in respect of Pioneer restricted stock units issued by Pioneer to non-employee members of the Pioneer board of directors, pursuant to which the holder has made an election to defer the receipt of shares of Pioneer common stock (whether vested or unvested), (iv) 913,258 shares of Pioneer common stock in respect of Pioneer performance stock units (whether vested or unvested) , (v) 1,247,548 shares of Pioneer common stock reserved for issuance under the Pioneer Employee Stock Purchase Plan and (vi) 5,769,699 shares of Pioneer common stock reserved for issuance upon conversion of the Convertible Notes and (b) 2.3234, the exchange ratio under the Merger Agreement dated as of October 10, 2023 by and among ExxonMobil, Merger Sub and Pioneer.

 

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”) and computed pursuant to Rule 457(c) and Rule 457(f)(1) promulgated under the Securities Act. The proposed maximum aggregate offering price is solely for the purpose of calculating the registration fee and was calculated based upon the market value of shares of Pioneer common stock (the securities to be exchanged and cancelled in the Merger) as the product of (a) $232.35, the average of the high and low prices per share of Pioneer common stock as reported on the New York Stock Exchange on November 16, 2023, which is within five business days prior to the filing of this Registration Statement on Form S-4, and (b) 241,891,224 the estimated maximum number of shares of Pioneer common stock to be exchanged for shares of ExxonMobil common stock upon completion of the Merger.