XTO Energy Inc. Announces Offers to Purchase Certain of Its Debt Securities for Cash

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IRVING, Texas--(BUSINESS WIRE)-- XTO Energy Inc. ("XTO"), a wholly-owned subsidiary of Exxon Mobil Corporation ("ExxonMobil") (NYSE: XOM), announced today the commencement of cash tender offers (each, an "Offer") for any and all of its outstanding debt securities in the series specified in the table below (the "Securities") with a total principal amount outstanding of approximately $2,508 million. The Securities are fully and unconditionally guaranteed by ExxonMobil, although such guarantee may be revoked in certain circumstances.

Each Offer will commence on November 9, 2010, and will expire at 5:00 p.m., New York City time, on November 17, 2010 (the "Expiration Time"), unless extended or earlier terminated, in either case, by XTO in its sole discretion. Each Offer is being made pursuant to an Offer to Purchase dated November 9, 2010 and a related Letter of Transmittal, which set forth a more detailed description of the Offers. Holders of the Securities are urged to read carefully the Offer to Purchase and Letter of Transmittal before making any decision with respect to the Offers.

The following table summarizes the material pricing terms of the Offers: 


Title of         CUSIP No.   Principal Amount   UST Reference      Fixed Spread
Securities                   Outstanding        Security           (bps)

6.25% Senior                                    1.875% UST due
Notes due        98385XAL0   $735,500,000       October 31, 2017   45
August 1, 2017

5.500% Senior                                   2.625% UST due
Notes due        98385XAP1   $772,787,000       August 15, 2020    -10
June 15, 2018

6.50% Senior
Notes due        98385XAT3   $1,000,000,000     2.625% UST due     0
December 15,                                    August 15, 2020
2018

The applicable Total Consideration payable for each $1,000 principal amount of the Securities validly tendered and accepted for payment pursuant to each Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield to maturity of the applicable UST Reference Security listed above, calculated by the Dealer Managers for the Offers as of 2:00 p.m., New York City time, on November 17, 2010, the date on which each Offer expires. In addition to the applicable Total Consideration, XTO will also pay accrued and unpaid interest on Securities purchased from the applicable last interest payment date up to, but not including, the settlement date. The settlement date for each Offer is expected to be promptly after the expiration of each Offer, and if each Offer is not extended or earlier terminated, is currently expected to be November 18, 2010.

To receive the applicable Total Consideration, holders of the Securities must validly tender and not validly withdraw their Securities prior to the Expiration Time. Securities tendered may be withdrawn at any time prior to the Expiration Time, by following the procedures described in the Offer to Purchase.

The obligation of XTO to accept for purchase and to pay the Total Consideration and the accrued and unpaid interest on the Securities pursuant to each Offer is not subject to any minimum tender condition, but is subject to satisfaction or waiver of certain other conditions described in the Offer to Purchase. No Offer is conditioned on completion of any other Offer.

XTO has retained Barclays Capital Inc. and J.P. Morgan Securities LLC to serve as Dealer Managers for the Offers. Global Bondholder Services Corporation has been retained to serve as the Information Agent and the Depositary for the Offers.

Questions regarding the Offers may be directed to: Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581, or J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811. Requests for copies of the Offer to Purchase and related Letter of Transmittal may be directed to Global Bondholder Services Corporation at 866-470-3900 (toll free) or 212-430-3774.

This news release shall not be construed as an offer to purchase or a solicitation of an offer to purchase any of the Securities or any other securities. XTO, subject to applicable law, may amend, extend or terminate the Offers and may postpone the acceptance for purchase of, and payment for, the Securities so tendered. The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer, they shall be deemed to be made on behalf of XTO by the Dealer Managers. None of XTO, ExxonMobil, the Dealer Managers, the Information Agent or the Depositary makes any recommendations as to whether holders of the Securities should tender their Securities pursuant to the Offers.

About ExxonMobil

ExxonMobil, the largest publicly traded international oil and gas company, uses technology and innovation to help meet the world's growing energy needs. ExxonMobil holds an industry-leading inventory of resources, is the largest refiner and marketer of petroleum products, and its chemical company is one of the largest in the world. For more information, visit www.exxonmobil.com. 


    Source: Exxon Mobil Corporation

Released November 9, 2010