1 December 1998

Exxon and Mobil announced that they have signed a definitive agreement to merge the two companies. Upon completion of the merger, the company's name will be Exxon Mobil Corporation, with headquarters in Irving, Texas.

Exxon is the biggest US oil company and Mobil is the second largest. The merger, valued at a $76.2 billion in a stock transaction, would be the biggest US corporate combination in history and will create the world's largest oil company. The deal would reassemble much of Rockefeller's Standard Oil, which was broken up by the US government in 1911.

Under the terms of the agreement, each share of Mobil will be converted into 1.32015 shares of Exxon. As a result of the merger, Mobil shareholders will own about 30% of the company, while Exxon shareholders will own about 70%.

Exxon Mobil will be led by Exxon Chairman and Chief Executive Lee Raymond, who will hold the posts of chairman, chief executive and president of the new company. Mobil Chairman and Chief Executive Lucio Noto will serve as vice chairman of the board.

Exxon Mobil will continue to use both the Exxon brand and the Mobil brand.

The merger is subject to shareholder and regulatory approval, as well as other customary conditions. It is intended that the merger will qualify as a tax-free reorganization in the United States and that it will be accounted for on a "pooling of interests" basis.


1997 FACTS AND STATISTICS

EXXON

  • Financial
    • Net income of $8.5 billion
    • Revenues of $137.2 billion
    • Capital employed was $52.9 billion
    • Capital and exploration expenditures of $8.8 billion
    • Return on Average Capital Employed of 16.5%
  • Exploration and Production
    • Worldwide net production of 1.6 million barrels a day of crude oil and natural gas liquids and 6.3 billion cubic feet of natural gas a day
    • Proven liquid reserves of 6.8 billion barrels including oil sands; proven natural gas reserves of 42.1 trillion cubic feet
    • Exploration and/or production activities in 30 countries at year-end 1997
  • Refining and Marketing
    • Total petroleum product sales of 5.4 million barrels a day
    • 33,000 service stations worldwide
    • Refinery throughput of 4.0 million barrels a day
    • Interests in 31 refineries in 17 countries
  • Chemicals
    • Sales of 17.3 million tons of product a year
    • Revenues totaled $14.0 billion, including intersegment revenues
    • Interests in 56 manufacturing sites in 24 countries
  • Other
    • 80,000 employees worldwide at year-end 1997
    • Common shares outstanding (as of 27 November 1998) 2,427.7 million. In addition, there are 3.8 million common share equivalents in the form of Convertible Class A Preferred Stock held by a LESOP trust.

MOBIL

  • Financial
    • Net income of $3.3 billion
    • Revenues of $65.9 billion
    • Capital employed was $26.5 billion
    • Capital and exploration expenditures of $5.3 billion
    • Return on Average Capital Employed of 13.4%
  • Exploration and Production
    • Worldwide net production of 0.9 million barrels of crude oil and natural gas liquids per day and 4.6 billion cubic feet of natural gas a day
    • Proven liquid reserves of 4.1 billion barrels; proven natural gas reserved of 17.0 trillion cubic feet
    • Exploration and/or production activities in 25 countries at year end 1997
  • Refining and Marketing
    • Total petroleum product sales of 3.3 million barrels a day
    • Approximately 15,500 service stations worldwide
    • Refinery throughput of 2.1 million barrels per day
    • Interests in 19 refineries in 12 countries
  • Chemicals
    • Sales of 4.0 million tons of product a year
    • Revenues totaled $3.5 billion, including intersegment revenues
    • Interests in 19 manufacturing sites in 10 countries
  • Other
    • 42,700 employees worldwide
    • Common shares outstanding (as of 27 November 1998) 779.9 million. In addition, there are 16.6 million common share equivalents in the form of Series B ESOP Convertible Preferred Stock.

Source: Exxon
Contact: Exxon Media Relations, 972-444-1107; Mobil Media Relations, 703-846-2500