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Exxon and Mobil Confirm Federal Trade Commission Approval of Merger

    IRVING, Texas, Nov. 30 /PRNewswire/ -- Exxon Corporation (NYSE: XON) and
Mobil Corporation (NYSE: MOB) today confirmed that the U.S. Federal Trade
Commission (FTC) completed its review of the proposed merger and has approved
a consent order for the merger of the two companies.  Exxon and Mobil have
accepted terms and conditions specified by the FTC and will comply with them
fully and in a timely manner.
    Exxon Chairman Lee Raymond said, "The FTC's decision, coupled with the
European Commission's approval gained earlier, cleared the way for the merger
to proceed.  Exxon and Mobil moved quickly to close the transaction and to
launch the world's premier petroleum and petrochemical company, which will be
known as Exxon Mobil Corporation.  Exxon Mobil Corporation is incorporated in
the state of New Jersey.
    "The merged company expects that the scale of the worldwide near-term cost
savings and the long-term strategic benefits will likely exceed those
announced last year.  The merger will allow ExxonMobil to compete more
effectively with the recently combined multinational oil companies and the
large state-owned oil companies that are rapidly expanding outside their home
areas," Raymond said.
    The FTC's review was one of the most thorough and exhaustive ever
undertaken, lasting some 11 months.  Exxon and Mobil worked closely with the
FTC to provide appropriate information on a timely basis to facilitate
regulatory review of the merger.
    In the U.S., Exxon's and Mobil's exploration; production; natural gas;
chemical; Gulf Coast, Midwest and Rocky Mountains refining businesses; and the
vast majority of service stations are not affected by the consent order.
    While the FTC ruling predominately affects aspects of the U.S. downstream,
the merged company will retain a significant presence in these business
segments in the U.S.  By most measures of capacity and sales, the merged
company will be a strong competitor in these areas.
    FTC conditions ExxonMobil will satisfy to complete the merger include:

    --  Exxon selling its fee and leased service stations from New York to
        Maine, and assigning its contracts with all dealers and distributors
        in those areas to a new supplier;
    --  Mobil selling its fee and leased service stations from New Jersey
        through Virginia, and assigning its contracts with all dealers and
        distributors in those areas to a new supplier.  In addition Mobil
        selling its East Boston, Massachusetts, and Manassas, Virginia,
        terminals.
    --  Mobil selling its interest in TETCO, a Texas motor fuel distributor,
        selling its interests in 10 service stations in Dallas and Fort Worth,
        and assigning its contracts with distributors in five areas in Texas
        -- Dallas, Austin, San Antonio, Houston and Bryan-College Station;
    --  Exxon selling its Benicia, California, refinery; withdrawing from
        retail fuels marketing in four areas (Oakland, San Francisco, San Jose
        and Santa Rosa), and selling its remaining service stations and
        assigning its dealer and distributor contracts in the state;
    --  Exxon will divest its interest in 12 service stations and a product
        terminal in Guam;
    --  Mobil amending its base oil contract with Valero at the Paulsboro
        refinery in New Jersey;
    --  Exxon Mobil Corporation entering into long-term contracts to supply a
        total of 12,000 barrels-per-day of base oil from its Gulf Coast
        refineries to up to three customers;
    --  Exxon Mobil Corporation selling either Exxon's 48.8 percent interest
        in the Plantation pipeline or Mobil's 11.49 percent interest in the
        Colonial pipeline, and Mobil's 3.08 percent interest in the Trans-
        Alaska Pipeline System (TAPS); and
    --  Exxon selling its assets associated with its worldwide jet turbine
        lubricating oil business.

    "We remain committed to our customers, dealers and distributors in
the U.S.," said Raymond.  "We are pleased that ExxonMobil may allow those who
acquire our service stations and supply relationships in most of the areas
affected by the FTC ruling the opportunity to retain the existing Exxon or
Mobil brands for at least 10 years or longer, thereby benefiting consumers,
dealers and distributors.  The Exxon and Mobil brands, their high-quality
products, and other innovative services like Mobil Speedpass and state-of-the-
art convenience stores, will remain, even in those areas where we are required
to sell service stations or assign contracts."
    Exxon Mobil Corporation will have nine months to satisfy most of the FTC's
conditions everywhere except California, where it will have twelve months to
sell the Benicia Refinery and the California marketing assets.  During that
time, Exxon Mobil Corporation will hold various businesses separate from
management and operation of the newly merged company.
    Except for Exxon and Mobil operations that will be divested, the held
separate businesses will become part of the ExxonMobil organization when FTC
conditions related to these businesses are met.  Revenues and earnings from
businesses "held separate" will be consolidated in the Exxon Mobil Corporation
financial statements.
    The held separate businesses are:
    --  All of Mobil's fuels marketing operations from Maine through North
        Carolina, Florida, Georgia, Texas and Louisiana;
    --  Mobil's Torrance, California, refinery and California pipelines, as
        well as all of its fuels marketing operations in California, Arizona
        and Nevada;
    --  Mobil's Alaska Pipeline Company and Mobil's interest in Colonial
        Pipeline Company;
    --  Exxon's worldwide jet turbine lubricating oil assets.

    "We regret the uncertainties these divestments may cause to customers and
employees.  We are convinced, however, that the incentives for this merger
remain strong," Raymond said.  "We have known for some time that the
regulatory approval process would take a good part of this calendar year.  We
used this time as best we could to  prepare for the actual integration of the
two companies.  We are ready to move ahead quickly.  We are confident and
determined to make Exxon Mobil Corporation a reality that will quickly bring
significant benefits to its customers, its employees and its shareholders,"
concluded Raymond.


SOURCE Exxon Mobil Corporation




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