Filed by
Exxon Mobil Corporation
Pursuant
to Rule 425 of the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
of the
Securities Exchange Act of 1934
Subject
Company: XTO Energy Inc.
(Commission
File No.: 001-10662)
The
following is the written testimony of Rex W. Tillerson, Chairman of the Board
and Chief Executive Officer of ExxonMobil, at the hearing entitled “The
ExxonMobil-XTO Merger: Impacts on U.S. Energy Markets” before the Committee on
Energy and Commerce, Subcommittee on Energy and the Environment of the House of
Representatives of the United States Congress on January 20, 2010.
Rex
W. Tillerson
Chairman
and CEO, Exxon Mobil Corporation
U.S.
House of Representatives
Subcommittee
on Energy and Environment Hearing
January
20, 2010
Chairman
Markey… Ranking Member Upton… members of the Subcommittee.
Thank you
for the opportunity to appear today.
Americans
face a critical challenge: continuing to develop affordable, reliable and secure
energy supplies needed to grow our economy and create jobs, while also
continuing to improve the environmental aspects of energy production
and use.
The
combination of ExxonMobil and XTO is an important step towards addressing
this challenge.
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The
development of our combined resources will create the opportunity for more jobs
and investment in the production of cleaner-burning natural gas spread across
many parts of the United States.
It will
support our nation’s economic recovery, strengthen our nation’s energy security,
and help meet our nation’s environmental goals.
At
ExxonMobil, we focus on the long-term. The global scale of our
industry, the volatility of the world commodity market in which we compete, and
the decades-long timeframes of our projects requires us to plan far into the
future.
Our
agreement with XTO is consistent with this approach. It combines the
complementary strengths of our two companies – XTO’s technical expertise and
substantial unconventional natural gas resource base in the United States, and
ExxonMobil’s own global resource base, advanced R&D, proven operational
capabilities, global scale and financial capacity.
It will
better position us to meet Americans’ long-term needs for affordable, reliable,
cleaner-burning natural gas.
Enabling
a strong and growing U.S. economy requires meeting Americans’ total energy needs
– including fuels to power their businesses, heat their homes, and generate
electricity.
Increases
in domestic natural gas supplies could meet an increasingly important share of
these needs. This is due in large part to important technologies
pioneered by ExxonMobil, XTO and others which enable us to unlock enormous
supplies of unconventional natural gas in the United States.
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With
recent advances in extended reach horizontal drilling, combined with the
time-tested technology of hydraulic fracturing – a process in use for more than
60 years – we can now find and produce unconventional natural gas supplies miles
below the surface in a safe, efficient and environmentally responsible
manner.
Thanks to
innovations such as these, unconventional natural gas is projected to meet most
of America’s domestic natural gas demand by 2030, representing a substantial
change in the overall energy profile of the United States.
In the
five-year span ending in 2008, the U.S. Energy Information Administration
estimates that U.S. total proven
natural gas reserves increased by about 30 percent to 245 trillion cubic feet,
or the equivalent of about 41 billion barrels of oil.
In an
eighteen-month span ending in mid-2008, natural gas production
in the
United
States increased over 13
percent, to 57 billion cubic feet per day. That increase is
equivalent to all of the natural
gas production in the United
Kingdom.
And total
U.S. natural gas
resource estimates have increased 35 percent in the last two
years. From this, Americans can now count on nearly a century of domestic
natural gas supply at current rates of consumption.
In
addition to its domestic abundance, natural gas holds several other advantages
for Americans.
It is the
cleanest-burning of the fossil fuels, emitting up to 60 percent less carbon
dioxide than the current leading fuel source used to meet Americans’ electricity
needs.
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Natural
gas production is also responsible for significant economic activity, job
creation and revenues for local, state and federal governments in the United
States.
In 2008,
it contributed $385 billion to our nation’s economy and supported more than 2.8
million American jobs. More than 622,000 of these jobs were through
direct employment – representing a 20 percent increase since
2006. Significant job growth occurred in many states, including
Arkansas, Colorado, North Dakota, South Dakota, Utah and
Pennsylvania.
Discovering,
developing and delivering cleaner-burning natural gas is integral to the work of
the U.S. oil and gas industry, which in 2007 alone contributed more than $1
trillion to our nation’s economy and supported more than 9 million American
jobs.
The
challenge Americans face is significant. To reverse our nation’s
economic difficulties, meet our energy needs, and reach our environmental goals,
we must all do our part.
Governments
help by upholding stable tax and regulatory policies which encourage competition
on a level playing field.
Consumers
help by using energy efficiently.
And
industry helps by taking the risk to develop new energy technologies and new,
cleaner-burning energy resources, such as unconventional natural
gas.
In my
view, the combination of XTO and ExxonMobil will enable us to more effectively
play our part in addressing the challenge our nation faces, and will help create
the integrated solutions that provide Americans with the energy supplies, the
energy security,
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the
environmental protection, and the economic growth they expect and
deserve.
Thank
you.
###
Important
Information For Investors And Stockholders
This
communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. ExxonMobil will file with the Securities and Exchange
Commission (“SEC”) a registration statement on Form S-4 that will include a
proxy statement of XTO that also constitutes a prospectus of
ExxonMobil. ExxonMobil and XTO also plan to file other documents with
the SEC regarding the proposed agreement. A definitive proxy
statement/prospectus will be mailed to stockholders of XTO. INVESTORS AND
SECURITY HOLDERS OF XTO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and stockholders will be able to
obtain free copies of the proxy statement/prospectus and other documents
containing important information about ExxonMobil and XTO, once such documents
are filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by ExxonMobil
will be available free of charge on ExxonMobil’s internet website at
www.exxonmobil.com under the tab “investors” and then under the tab “SEC
Filings” or by contacting ExxonMobil’s Investor Relations Department at
972-444-1156. Copies of the documents filed with the SEC by XTO will be
available free of charge on
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XTO’s
internet website at www.xtoenergy.com under the tab “Investor Relations” and
then under the tab “SEC Filings” or by contacting XTO’s Investor Relations
Department at 817-870-2800.
ExxonMobil,
XTO, their respective directors and certain of their executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of XTO in connection with the proposed transaction. Information about the
directors and executive officers of XTO is set forth in its proxy statement for
its 2009 annual meeting of stockholders, which was filed with the SEC on April
17, 2009. Information about the directors and executive officers of
ExxonMobil is set forth in its proxy statement for its 2009 annual meeting of
stockholders, which was filed with the SEC on April 13, 2009. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.
Cautionary
Statement Regarding Forward-Looking Statements
Statements
in this document relating to future plans, projections, events or conditions are
forward-looking statements. Actual results could differ materially as
a result of a variety of risks and uncertainties, including: the timing to
consummate the proposed agreement; the risk that a condition to closing of the
proposed agreement may not be satisfied; the risk that a regulatory approval
that may be required for the proposed agreement is not obtained or is obtained
subject to conditions that are not anticipated; ExxonMobil’s ability to achieve
the synergies and value creation contemplated by the proposed agreement;
ExxonMobil’s ability to promptly and effectively integrate XTO’s businesses; and
the diversion of management time on agreement-related issues. Other
factors that could materially affect ExxonMobil’s and XTO’s
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actual
results, including project plans, costs, timing, and capacities; capital and
exploration expenditures; and share purchase levels, include: changes
in long-term oil or gas prices or other market or economic conditions affecting
the oil and gas industry; completion of repair projects as planned; unforeseen
technical difficulties; political events or disturbances; reservoir performance;
the outcome of commercial negotiations; wars and acts of terrorism or sabotage;
changes in technical or operating conditions; and other factors discussed under
the heading “Factors Affecting Future Results” available through the “investors”
section on ExxonMobil’s website, in Item 1A of ExxonMobil’s 2008 Form 10-K and
in Item 1A of XTO’s 2008 Form 10-K. No assurances can be given that
any of the events anticipated by the forward-looking statements will transpire
or occur, or if any of them do so, what impact they will have on the results of
operations or financial condition of ExxonMobil or XTO. Neither
ExxonMobil nor XTO assumes any duty to update these statements as of any future
date. References to quantities of oil or natural gas may include
amounts that ExxonMobil or XTO believe will ultimately be produced, but that are
not yet classified as “proved reserves” under SEC definitions.
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