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Index to Financial Statements

2003

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

OR

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to               

Commission File Number 1-2256

EXXON MOBIL CORPORATION

(Exact name of registrant as specified in its charter)

5959 LAS COLINAS BOULEVARD, IRVING, TEXAS 75039-2298

(Address of principal executive offices) (Zip Code)

(972) 444-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   ü    No        

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ü   

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes   ü    No        

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2003, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price on that date of $35.91 on the New York Stock Exchange composite tape, was in excess of $238 billion.

Documents Incorporated by Reference:

Proxy Statement for the 2004 Annual Meeting of Shareholders (Part III)

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EXXON MOBIL CORPORATION

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

TABLE OF CONTENTS

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PART I

Item 1.     Business.

Exxon Mobil Corporation, formerly named Exxon Corporation, was incorporated in the State of New Jersey in 1882. On November 30, 1999, Mobil Corporation became a wholly-owned subsidiary of Exxon Corporation, and Exxon changed its name to Exxon Mobil Corporation.

Divisions and affiliated companies of ExxonMobil operate or market products in the United States and about 200 other countries and territories. Their principal business is energy, involving exploration for, and production of, crude oil and natural gas, manufacture of petroleum products and transportation and sale of crude oil, natural gas and petroleum products. ExxonMobil is a major manufacturer and marketer of basic petrochemicals, including olefins, aromatics, polyethylene and polypropylene plastics and a wide variety of specialty products. ExxonMobil also has interests in electric power generation facilities. Affiliates of ExxonMobil conduct extensive research programs in support of these businesses.

Exxon Mobil Corporation has several divisions and hundreds of affiliates, many with names that include ExxonMobil, Exxon, Esso or Mobil. For convenience and simplicity, in this report the terms ExxonMobil, Exxon, Esso and Mobil, as well as terms like corporation, company, our, we and its, are sometimes used as abbreviated references to specific affiliates or groups of affiliates. The precise meaning depends on the context in question.

Throughout ExxonMobil’s businesses, new and ongoing measures are taken to prevent and minimize the impact of our operations on the air, water and ground. This includes a significant investment in refining technology to manufacture low-sulfur motor fuels and projects to reduce nitrogen oxide and sulfur oxide emissions. ExxonMobil’s 2003 worldwide environmental costs for all such preventative and remediation steps were about $2.8 billion, of which $1.3 billion were capital expenditures and $1.5 billion were included in expenses. The total cost for such activities is expected to decrease to about $2.6 billion in both 2004 and 2005 (with capital expenditures representing just over 40 percent of the total). The projected decrease reflects the near completion of low-sulfur motor fuels projects in Canada and the U.S., partly offset by increases in Europe and Japan.

Operating data and industry segment information for the corporation are contained on pages 66, 67, 69 and 75; information on oil and gas reserves is contained on pages 72 and 73 and information on company-sponsored research and development activities is contained on page 50 of the Financial Section of this report.

The number of regular employees was 88.3 thousand, 92.5 thousand and 97.9 thousand at years ended 2003, 2002 and 2001, respectively. Regular employees are defined as active executive, management, professional, technical and wage employees who work full-time or part-time for the company and are covered by the company’s benefit plans and programs. Regular employees do not include employees of the company-operated retail sites (CORS). The number of CORS employees was 17.4 thousand, 16.8 thousand and 19.9 thousand at years ended 2003, 2002 and 2001, respectively.

ExxonMobil maintains a website at www.exxonmobil.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 are made available through our website as soon as reasonably practical after we electronically file or furnish the reports to the Securities and Exchange Commission. Also available on the corporation’s website are the company’s Corporate Governance Guidelines and Code of Ethics and Business Conduct, as well as the charters of the audit, compensation and nominating committees of the board of directors. All of these documents are available in print for any shareholder who requests them. Information on our website is not incorporated into this report.

Factors Affecting Future Results

Competitive Factors:    The energy and petrochemical industries are highly competitive. There is competition within the industries and also with other industries in supplying the energy, fuel and

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chemical needs of industry and individual consumers. The corporation competes with other firms in the sale or purchase of various goods or services in many national and international markets and employs all methods of competition which are lawful and appropriate for such purposes. A key component of the corporation’s competitive position, particularly given the commodity-based nature of many of its products, is its ability to manage expenses successfully, which requires continuous management focus on reducing unit costs and improving efficiency.

Political Factors:    The operations and earnings of the corporation and its affiliates throughout the world have been, and may in the future be, affected from time to time in varying degree by political instability and by other political developments and laws and regulations, such as forced divestiture of assets; restrictions on production, imports and exports; war or other international conflicts; civil unrest and local security concerns that threaten the safe operation of company facilities; price controls; tax increases and retroactive tax claims; expropriation of property; cancellation of contract rights; and environmental regulations. Both the likelihood of such occurrences and their overall effect upon the corporation vary greatly from country to country and are not predictable.

Industry and Economic Factors:    The operations and earnings of the corporation and its affiliates throughout the world are affected by local, regional and global events or conditions that affect supply and demand for oil, natural gas, petroleum products, petrochemicals and other ExxonMobil products. These events or conditions are generally not predictable and include, among other things, general economic growth rates and the occurrence of economic recessions; the development of new supply sources; adherence by countries to OPEC quotas; supply disruptions; weather, including seasonal patterns that affect energy demand and severe weather events that can disrupt operations; technological advances, including advances in exploration, production, refining, and petrochemical manufacturing technology and advances in technology relating to energy usage; changes in demographics, including population growth rates and consumer preferences; and the competitiveness of alternative hydrocarbon or other energy sources or product substitutes.

Project Factors:    In addition to the factors cited above, the advancement, cost and results of particular ExxonMobil projects depend on the outcome of negotiations with partners, governments, suppliers, customers or others; changes in operating conditions or costs; changes in rates of field decline; and the occurrence of unforeseen technical difficulties. See section 1 of Item 2 of this report for discussion of additional factors affecting the timing and ultimate recovery of reserves.

Market Risk Factors:    See pages 37 and 38 of the Financial Section of this report for discussion of the impact of market risks, inflation and other uncertainties.

Projections, estimates and descriptions of ExxonMobil’s plans and objectives included or incorporated in Items 1, 2, 7 and 7A of this report are forward-looking statements. Actual future results, including project completion dates, production rates, capital expenditures, costs and business plans could differ materially due to, among other things, the factors discussed above and elsewhere in this report.

Item 2.    Properties.

Part of the information in response to this item and to the Securities Exchange Act Industry Guide 2 is contained in the Financial Section of this report in Note 10, which note appears on page 52, and on pages 70 through 75.

Information with regard to oil and gas producing activities follows:

Estimated proved reserves are shown on pages 72 and 73 of the Financial Section of this report. No major discovery or other favorable or adverse event has occurred since December 31, 2003, that

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would cause a significant change in the estimated proved reserves as of that date. For information on the standardized measure of discounted future net cash flows relating to proved oil and gas reserves, see page 74 of the Financial Section of this report.

The estimation of proved reserves, which is based on the requirement of reasonable certainty, is an ongoing process based on rigorous technical evaluations and extrapolations of well information such as flow rates and reservoir pressure declines. In certain deepwater fields, proved reserves are recorded in a limited number of cases before flow tests are conducted because of the safety and cost implications of conducting the tests. In those situations, other industry accepted analyses are used such as information from well logs, a thorough pressure and fluid sampling program, conventional core data obtained across the entire reservoir interval and nearby analog data. Historically, proved reserves recorded using these methods have been immaterial when compared to the corporation’s total proved reserves and have also been validated by subsequent flow tests or actual production levels. Furthermore, the corporation only records proved reserves for projects which have received significant funding commitments by management made toward the development of the reserves. Although the corporation is reasonably certain that proved reserves will be produced, the timing and ultimate recovery can be affected by a number of factors including completion of development projects, reservoir performance, regulatory approvals and significant changes in projections of long term oil and gas price levels.

2.    Estimates of Total Net Proved Oil and Gas Reserves Filed with Other Federal Agencies

During 2003, ExxonMobil filed proved reserves estimates with the U.S. Department of Energy on Forms EIA-23 and EIA-28. The information on Form EIA-28 is presented on the same basis as the registrant’s Annual Report on Form 10-K for 2002, which shows ExxonMobil’s net interests in all liquids and gas reserve volumes and changes thereto from both ExxonMobil-operated properties and properties operated by others. The data on Form EIA-23, although consistent with the data on Form EIA-28, is presented on a different basis, and includes 100 percent of the oil and gas volumes from ExxonMobil-operated properties only, regardless of the company’s net interest. In addition, Form EIA-23 information does not include gas plant liquids. The difference between the oil reserves reported on EIA-23 and those reported in the registrant’s Annual Report on Form 10-K for 2002 exceeds five percent. The difference in gas reserves did not exceed five percent.

3.    Average Sales Prices and Production Costs per Unit of Production

Reference is made to page 70 of the Financial Section of this report. Average sales prices have been calculated by using sales quantities from the corporation’s own production as the divisor. Average production costs have been computed by using net production quantities for the divisor. The volumes of crude oil and natural gas liquids (NGL) production used for this computation are shown in the reserves table on page 72 of the Financial Section of this report. The net production volumes of natural gas available for sale used in this calculation are shown on page 75 of the Financial Section of this report. The volumes of natural gas were converted to oil-equivalent barrels based on a conversion factor of six thousand cubic feet per barrel.

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4.    Gross and Net Productive Wells

The numbers of wells operated at year-end 2003 were 20,174 gross wells and 16,610 net wells. At year-end 2002, the numbers of operated wells were 20,322 gross wells and 16,479 net wells.

5.    Gross and Net Developed Acreage

Note: Separate acreage data for oil and gas are not maintained because, in many instances, both are produced from the same acreage.

6.    Gross and Net Undeveloped Acreage

7.    Summary of Acreage Terms in Key Areas

UNITED STATES

Oil and gas leases have an exploration period ranging from one to ten years, and a production period that normally remains in effect until production ceases. In some instances, a “fee interest” is acquired where both the surface and the underlying mineral interests are owned outright.

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CANADA

Exploration permits are granted for varying periods of time with renewals possible. Production leases are held as long as there is production on the lease. The majority of Cold Lake leases were taken for an initial 21-year term in 1968-1969 and renewed for a second 21-year term in 1989-1990. The exploration acreage in Eastern Canada is currently held by work commitments of various amounts.

EUROPE

France

Exploration permits are granted for periods of three to five years, and are renewable up to two times accompanied by substantial acreage relinquishments: 50 percent of the acreage at first renewal; 25 percent of the remaining acreage at second renewal. A 1994 law requires a bidding process prior to granting of an exploration permit. Upon discovery of commercial hydrocarbons, a production concession is granted for up to 50 years, renewable in periods of 25 years each.

Germany

Exploration concessions are granted for an initial maximum period of five years with possible extensions of up to three years for an indefinite period. Extensions are subject to specific, minimum work commitments. Production licenses are normally granted for 20 to 25 years with multiple possible extensions as long as there is production on the license.

Italy

Exploration permits are awarded for a period of six years, subject to specific, minimum work commitments (an exploration well is usually included). If permit obligations have been fulfilled, the titleholder of the permit is entitled to two subsequent extensions of three years each. The program of both the first and second extension period must include the drilling of a further well. Production licenses are awarded for a period of 20 years upon discovery of commercial hydrocarbons. After 15 years, the license holder can apply for an extension of ten years. After seven years of the first extension period, the license holder can apply for a further extension of five years.

Netherlands

Under the new Mining Law, effective January 1, 2003, exploration and production licenses for both onshore and offshore areas are issued for a period of time necessary to perform the activities for which the license is issued. License conditions are stipulated in the Mining Law.

Exploration and production rights granted prior to January 1, 2003 remain subject to their existing terms, and differ slightly for onshore and offshore areas.

Onshore:  Exploration licenses were issued for a period of time necessary to perform the activities for which the license was issued. Production concessions are granted after discoveries have been made, under conditions that are negotiated with the government. Normally, they are field-life concessions covering an area defined by hydrocarbon occurrences.

Offshore:  Exploration licenses issued between 1976 and 1996 were for a ten-year period, with relinquishment of about 50 percent of the original area required at the end of six years. Exploration licenses granted after that time were for a period of time necessary to perform the activities for which the permit was issued. Production licenses are normally issued for a 40-year period.

Norway

Licenses issued prior to 1972 were for an initial period of six years and an extension period of 40 years, with relinquishment of at least one-fourth of the original area required at the end of the sixth year

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and another one-fourth at the end of the ninth year. Licenses issued between 1972 and 1997 were for an initial period of up to six years (with extension of the initial period of one year at a time up to ten years after 1985), and an extension period of up to 30 years, with relinquishment of at least one-half of the original area required at the end of the initial period. Licenses issued after July 1, 1997 have an initial period of up to ten years and a normal extension period of up to 30 years or in special cases of up to 50 years, and with relinquishment of at least one-half of the original area required at the end of the initial period.

United Kingdom

Acreage terms are fixed by the government and are periodically changed. For example, the regulations governing licenses issued between 1996 and 1998 provided for an initial term of three years with possible extensions of six, 15 and 24 years for a license period of 45 more years. After the second extension, the license must be surrendered in part. Licenses issued in 2002 as part of the 20th licensing round have an initial term of four years with a second term extension of four years. There is a mandatory relinquishment of all acreage that is not covered by a development plan at the end of the second term.

ASIA-PACIFIC

Australia

Onshore:  Acreage terms are fixed by the individual state and territory governments. These terms and conditions vary significantly between the states and territories. Exploration permits are normally granted for two to six years (in some states the responsible Minister fixes the term) with possible renewals and relinquishment. Production licenses in South Australia are granted for an unlimited term, subject to meeting stipulated conditions in the license, including production and expenditure requirements. Production licenses in Queensland are granted for varying periods consistent with expected field lives, with renewals on a similar basis.

Offshore:  Exploration and production activities beyond the three nautical mile limit are governed by Federal legislation applicable to all ExxonMobil’s offshore acreage. Exploration permits granted before January 1, 2003 were issued for six years with three possible five-year renewal periods. Exploration permits granted after that date are issued for six years with two possible five-year renewal periods. A 50 percent relinquishment of remaining area is mandatory at the end of each renewal period. Retention leases may be granted for resources that are not commercially viable at the time of application, but are expected to become commercially viable within 15 years. These are granted for periods of five years and renewals may be requested. Prior to September 1998, production licenses were granted initially for 21 years, with a further renewal of 21 years and thereafter renewals at the discretion of the Joint Authority, comprising Federal and State Ministers. Effective from September 1998, new production licenses are granted “indefinitely”, i.e., for the life of the field (if no operations for the recovery of petroleum have been carried on for five years, the license may be terminated).

Indonesia

Exploration and production activities in Indonesia are generally governed by cooperation contracts, usually in the form of a production sharing contract, negotiated with BPMIGAS, a government agency established in 2002 to manage upstream oil and gas activities. Formerly this activity was carried out by Pertamina, the government owned oil company, which is now a competing limited liability company.

Japan

The Mining Law provides for the granting of concessions that convey exploration and production rights. Exploration rights are granted for an initial two-year period, and may be extended for two two-

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year periods for gas and three two-year periods for oil. Production rights have no fixed term and continue until abandonment so long as the rights holder is fulfilling its obligations.

Malaysia

Exploration and production activities are governed by production sharing contracts negotiated with the national oil company. The more recent contracts have an overall term of 24 to 38 years with possible extensions to the exploration and/or development periods. The exploration period is five to seven years with the possibility of extensions, after which time areas with no commercial discoveries will be deemed relinquished. The development period is from four to six years from commercial discovery, with the possibility of extensions under special circumstances. Areas from which commercial production has not started by the end of the development period will be deemed relinquished if no extension is granted. All extensions are subject to the national oil company’s prior written approval. The total production period is 15 to 25 years from first commercial lifting, not to exceed the overall term of the contract.

Papua New Guinea

Exploration and production activities are governed by the Oil and Gas Act. Petroleum Prospecting licenses are granted for an initial term of six years with a five-year extension possible. Generally, a 50 percent relinquishment of the license area is required at the end of the initial six year-term, if extended. Petroleum Development licenses are granted for an initial 25-year period. An extension of up to 20 years may be granted at the Minister’s discretion. Petroleum Retention licenses may be granted for gas resources that are not commercially viable at the time of application, but may become commercially viable. Petroleum Retention licenses are granted for five-year terms, and may be extended twice for a maximum retention time of 15 years.

Russia

Acreage terms are fixed by the production sharing agreement (PSA) that became effective in 1996 between the Russian government and the Sakhalin I consortium, of which ExxonMobil is the operator. The term of the PSA is 20 years from the Declaration of Commerciality, or until 2021. The term may be extended thereafter in 10-year increments as specified in the PSA.

Thailand

The Petroleum Act of 1971 allows production under ExxonMobil’s concession for 30 years (through 2021) with a possible ten-year extension at terms generally prevalent at the time.

AFRICA

Angola

Exploration and production activities are governed by production sharing agreements with an initial exploration term of four years and an optional second phase of two to three years. The production period is for 25 years and agreements generally provide for a negotiated extension.

Cameroon

Exploration and production activities are governed by various agreements negotiated with the national oil company and the government of Cameroon. Exploration permits are granted for terms from four to 16 years and are generally renewable for multiple periods up to four years each. Upon commercial discovery, mining concessions are issued for a period of 25 years with one 25-year extension.

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Chad

Exploration permits are issued for a period of five years, and are renewable for one or two further five-year periods. The terms and conditions of the permits, including relinquishment obligations, are specified in a negotiated Convention. The production term is for 30 years and may be extended at the discretion of the government.

Equatorial Guinea

Exploration and production activities are governed by production sharing contracts negotiated with the State Ministry of Mines and Energy. The exploration periods are for ten to 15 years with limited relinquishments in the absence of commercial discoveries. The production period for crude oil is 30 years while the production period for gas is 50 years.

Nigeria

Exploration and production activities in the deepwater offshore areas are typically governed by production sharing contracts (PSCs) with the national oil company. The national oil company holds the underlying Oil Prospecting License (OPL) and any resulting Oil Mining Lease (OML). The terms of the PSCs are generally 30 years, including a ten-year exploration period (an initial exploration phase plus one or two optional periods) covered by an OPL. Upon commercial discovery, an OPL may be converted to an OML. Partial relinquishment is required under the PSC at the end of the ten-year exploration period, and OMLs have a 20-year production period that may be extended.

Some exploration activities are carried out in deepwater by joint ventures with local companies holding interests in an OPL. OPLs in deepwater offshore areas are valid for ten years and are non-renewable, while in all other areas the licenses are for five years and also are non-renewable. Demonstrating a commercial discovery is the basis for conversion of an OPL to an OML.

OMLs granted prior to the 1969 Petroleum Act (i.e., under the Mineral Oils Act 1914, repealed by the 1969 Petroleum Act) were for 30 years onshore and 40 years in offshore areas and are renewable upon 12 months’ written notice, for further periods of 30 and 40 years, respectively.

OMLs granted under the 1969 Petroleum Act, which include all deepwater OMLs, have a maximum term of 20 years without distinction for onshore or offshore location and are renewable, upon 12 months’ written notice, for another period of 20 years. OMLs not held by the national oil company are also subject to a mandatory 50 percent relinquishment after the first ten years of their duration.

The Memorandum of Understanding (MOU) defining commercial terms applicable to existing oil production was renegotiated and executed in 2000. The MOU is effective for a minimum of three years with possible extensions on mutual agreement and is terminable on one calendar year’s notice.

SOUTH AMERICA

Argentina

The onshore concession terms in Argentina are up to four years for the initial exploration period, up to three years for the second exploration period and up to two years for the third exploration period. A 50 percent relinquishment is required after each exploration period. An extension after the third exploration period is possible for up to five years. The total production term is 25 years with a ten-year extension possible, once a field has been developed.

Venezuela

Exploration and production activities are governed by contracts negotiated with the national oil company. Exploration activity is covered by risk/profit sharing contracts where exploration blocks are

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awarded for 35 years. Production licenses are awarded for 20 years under production service agreements.

Strategic association agreements (such as the Cerro Negro project) are typically limited to those projects that require vertical integration for extra heavy crude oil. Contracts are awarded for 35 years. Significant amendments to the contract terms require Venezuelan congressional approval.

MIDDLE EAST

Qatar

The State of Qatar grants gas production development projects rights to develop and supply gas from the offshore North Field to permit the economic development and production of gas reserves sufficient to satisfy the gas and LNG sales obligations of these projects.

Republic of Yemen

Production sharing agreements (PSAs) negotiated with the government entitle the company to participate in exploration operations within a designated area during the exploration period. In the event of a commercial oil discovery, the company is entitled to proceed with development and production operations during the development period. The length of these periods and other specific terms are negotiated prior to executing the PSA. Existing production operations have a development period extending 20 years from first commercial declaration made in November 1985 for the Marib PSA and June 1995 for the Jannah PSA.

United Arab Emirates

Exploration and production activities in the Emirate of Abu Dhabi are governed by a 75-year oil concession agreement executed in 1939 and subsequently amended through various agreements with the government of Abu Dhabi.

CASPIAN

Azerbaijan

The production sharing agreement (PSA) for the development of the Azeri-Chirag-Gunashli field (commonly known as the Megastructure) is established for an initial period of 30 years starting from the PSA execution date in 1994.

Other exploration and production activities are governed by PSAs negotiated with the national oil company of Azerbaijan. The exploration period consists of three or four years with the possibility of a one to three-year extension. The production period, which includes development, is for 25 years or 35 years with the possibility of one or two five-year extensions.

Kazakhstan

Onshore:  Exploration and production activities are governed by the production license and joint venture agreements negotiated with the Republic of Kazakhstan. Existing production operations have a 40-year production period that commenced in 1993.

Offshore:  Exploration and production activities are governed by a production sharing agreement negotiated with the Republic of Kazakhstan. The exploration period is six years with the possibility of a two-year extension. The production period, which includes development, is for 20 years with the possibility of two ten-year extensions.

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8.    Number of Net Productive and Dry Wells Drilled

9.    Present Activities

A. Wells Drilling

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B.    Review of Principal Ongoing Activities in Key Areas

During 2003, ExxonMobil’s activities were conducted, either directly or through affiliated companies, by ExxonMobil Exploration Company (for exploration), by ExxonMobil Development Company (for large development activities), by ExxonMobil Production Company (for producing and smaller development activities) and by ExxonMobil Gas & Power Marketing Company (for gas marketing). During this same period, some of ExxonMobil’s exploration, development, production and gas marketing activities were also conducted in Canada by the Resources Division of Imperial Oil Limited, which is 69.6 percent owned by ExxonMobil.

Some of the more significant ongoing activities are set forth below:

UNITED STATES

Exploration and delineation of additional hydrocarbon resources continued in 2003. At year-end 2003, ExxonMobil’s acreage totaled 13.0 million net acres, of which 3.5 million net acres were offshore. ExxonMobil was active in areas onshore and offshore in the lower 48 states and in Alaska. A total of 23.3 net exploration and delineation wells were completed during 2003.

During 2003, 564.2 net development wells were completed within and around mature fields in the inland lower 48 states and 9.0 net development wells were completed offshore in the Pacific. Construction has begun on an acid gas injection project to increase existing plant capacity at the Shute Creek treating facility in LaBarge, Wyoming. Participation in Alaska production and development continued and a total of 24.0 net development wells were drilled. On Alaska’s North Slope, activity continued in the Orion field with development drilling, the initiation of a new 3D seismic survey and conceptual engineering for facility expansions.

ExxonMobil’s net acreage in the Gulf of Mexico at year-end 2003 was 3.4 million acres. A total of 14.1 net development wells were completed during the year and development continued on several Gulf of Mexico projects. Production began from the first phase of the Princess subsea development in December 2003 and construction of the semi-submersible production and drilling vessel continued at the Thunder Horse development.

CANADA

ExxonMobil’s year-end acreage holdings totaled 7.5 million net acres, of which 3.0 million net acres were offshore. A total of 335.0 net exploration and development wells were completed during the year.

Gross production from Cold Lake averaged 130 thousand barrels per day during 2003. In Eastern Canada, the Alma field of the Sable Offshore Energy Project came online and the development of the next field in the project, South Venture, is underway.

EUROPE

France

ExxonMobil’s acreage at year-end 2003 was 0.1 million net onshore acres, with 1.5 net development wells completed during the year.

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Germany

A total of 2.3 million net onshore acres and 0.2 million net offshore acres were held by ExxonMobil at year-end 2003, with 2.9 net development wells drilled during the year.

Italy

ExxonMobil’s acreage was 30 thousand net onshore acres at year-end 2003.

Netherlands

ExxonMobil’s interest in licenses totaled 2.0 million net acres at year-end 2003, 1.5 million acres onshore and 0.5 million acres offshore. During 2003, 5.3 net exploration and development wells were drilled. Offshore, the K/15-FK field began production and the K/7-FB platform was set and production started up. Onshore, a multi-year upgrade of the Groningen field facilities and adding additional compression is progressing.

Norway

ExxonMobil’s net interest in licenses at year-end 2003 totaled 1.0 million acres, all offshore. ExxonMobil participated in 14.7 net exploration and development well completions in 2003. Production was initiated at Ringhorne in February 2003 and Grane, Fram West, Mikkel and Vigdis Extension in September/October 2003. Field development projects at Kristin, Ormen Lange, Ringhorne Jurassic, Sleipner West Compression, Sleipner West Alpha North, Oseberg J and Aasgard Q are in progress.

United Kingdom

ExxonMobil’s net interest in licenses at year-end 2003 totaled approximately 1.7 million acres, all offshore. A total of 20.6 net exploration and development wells were completed during the year. Several projects initiated first production in 2003 including Penguins, Carrack and Scoter. Other key projects underway are Goldeneye and Arthur.

ASIA-PACIFIC

Australia

ExxonMobil’s net year-end 2003 acreage holdings totaled 3.5 million acres, 2.1 million acres onshore and 1.4 million acres offshore. ExxonMobil drilled a total of 17.0 net exploration and development wells in 2003, both offshore and onshore.

Indonesia

ExxonMobil had acreage of 5.7 million net acres at year-end 2003, 4.7 million acres offshore and 1.0 million acres onshore. A total of 10.0 net exploration and development wells were drilled during the year.

Japan

ExxonMobil’s net offshore acreage was 36 thousand acres at year-end 2003.

Malaysia

ExxonMobil had interests in production sharing contracts covering 0.5 million net acres offshore Malaysia at year-end 2003. During the year, a total of 27.9 net development wells were completed. Development and infill drilling were successfully completed at twelve platforms. First oil was produced from Irong Barat-B, Raya-B and Angsi-E. Bintang-A and Bintang-B also started producing gas in 2003.

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Papua New Guinea

A total of 0.6 million net onshore acres were held by ExxonMobil at year-end 2003, with 0.5 net exploration and development wells completed during the year.

Russia

ExxonMobil’s net acreage holdings at year-end 2003 were 0.1 million acres, all offshore. Construction and drilling activities have commenced on Phase 1 of Sakhalin I. Phase 1 facilities will include an offshore platform, onshore drill site for extended reach drilling to offshore oil zones, an onshore processing plant, an oil pipeline from Sakhalin Island to the Russian mainland and a mainland terminal for shipment of oil by tanker.

Thailand

ExxonMobil’s net onshore acreage in the Khorat concession totaled 21 thousand acres at year-end 2003.

AFRICA

Angola

ExxonMobil’s year-end 2003 acreage holdings totaled 1.3 million net offshore acres and 6.9 net exploration and development wells were completed during the year. Production began at the ExxonMobil-operated Xikomba development in Block 15 and at the non-operated Jasmim development on Block 17. Construction is underway on ExxonMobil-operated Kizomba A and Kizomba B, both on Block 15. In addition, engineering and design work is proceeding on Dalia, a non-operated Block 17 discovery.

Cameroon

ExxonMobil’s acreage totaled 0.3 million net offshore acres at year-end 2003, with 1.0 net exploratory well completed during the year.

Chad

ExxonMobil’s net year-end 2003 acreage holdings consisted of 4.1 million onshore acres, with 33.6 net exploration and development wells completed during the year. The ExxonMobil-operated Chad-Cameroon oil development and pipeline project began the early production phase in 2003, with start-up of the Miandoum field. Drilling and facility construction for the full production phase of the project continued through 2003.

Equatorial Guinea

ExxonMobil’s acreage totaled 0.7 million net offshore acres at year-end 2003, with 15.0 net development wells completed during the year. Production from the Southern Expansion Area of the Zafiro Field began in July 2003.

Nigeria

ExxonMobil’s net acreage totaled 1.7 million offshore acres at year-end 2003, with 10.5 net exploration and development wells completed during the year. The ExxonMobil-operated Yoho field (OML 104) that commenced production during December 2002 through the Early Production System (EPS), reached peak EPS volumes in 2003 and full field facility construction is underway. The Amenam-Kpono joint development project (OML 70 and OML 99) commenced production during July 2003. Construction, installation and drilling activities continue at the Bonga field (OML 118) and construction activities are underway on the ExxonMobil-operated Erha field (OPL 209). Equipment procurement and detailed engineering are underway for the ExxonMobil-operated East Area Oil Recovery Project.

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OTHER COUNTRIES

Argentina

ExxonMobil’s net acreage totaled 0.3 million onshore acres at year-end 2003 with 0.2 net exploratory wells completed during the year.

Azerbaijan

At year-end 2003, ExxonMobil’s net acreage, located in the Caspian Sea offshore of Azerbaijan, totaled 0.1 million acres. During the year, 0.4 net development wells were completed. At the Azeri-Chirag-Gunashli (ACG) Early Oil project, oil production with pressure support from water injection is ongoing. Engineering and construction is underway on the first and second phases of full field development at ACG.

Kazakhstan

ExxonMobil’s net acreage totaled 0.3 million acres onshore and 0.2 million acres offshore at year-end 2003, with 2.2 net exploration and development wells completed during 2003. At Tengiz, construction of the 10.0 MTA (million metric tons per annum; 1 MTA is approximately 22 thousand barrels per day) expansion project began in 2003. Front end engineering design has been completed on the initial phase of the offshore Kashagan field. Key technical documents supporting the development were submitted to the government and approved in 2003. Approval of the field’s development plan by the Republic of Kazakhstan was received in February 2004.

Qatar

Production and development activities continued on four major Liquefied Natural Gas (LNG) projects in Qatar Liquefied Gas Company Limited and Qatar Liquefied Gas Company Limited (II) (two “Qatargas” projects) and in Ras Laffan Liquefied Natural Gas Company Ltd. and Ras Laffan Liquefied Natural Gas Company Ltd. (II) (two “RasGas” projects).

The capacity numbers quoted below are in million metric tons per annum (MTA). This represents the amount of liquefied natural gas that can be sold at the outlet of the LNG plant. The factor to convert MTA to cubic feet is dependent on gas quality, mix of fields and production facility design. The conversion factor for Qatargas trains 1-3 and RasGas trains 1 and 2 is 46 GCF (billion cubic feet) equals 1 MTA; RasGas train 3 is 46.6 GCF and RasGas train 4 is 49.4 GCF.

Production levels from the Qatargas LNG facilities, which include three LNG trains with a total combined production capacity of 8.9 MTA LNG plus associated condensate, continued to increase through 2003. This is a result of progress debottlenecking the existing trains. The debottlenecking project is targeted for completion in mid-2005, at which point the overall capacity of the Qatargas facilities will exceed 8.9 MTA.

The RasGas facilities currently includes two LNG trains with a total combined production capacity of 6.6 MTA LNG plus associated condensate. In an ongoing expansion, construction progressed on the third and fourth RasGas trains, both with a planned capacity of 4.7 MTA.

In addition to LNG production in Qatar, ExxonMobil is currently constructing gas production facilities (the Al Khaleej Gas Project) to supply sales gas to domestic industrial customers.

Republic of Yemen

ExxonMobil’s net acreage in the Republic of Yemen production sharing areas totaled 0.9 million acres onshore at year-end 2003. During the year, 9.3 net development wells were drilled and completed.

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United Arab Emirates

ExxonMobil’s net acreage in the Abu Dhabi onshore oil concession was 0.5 million acres at year-end 2003. During the year, 7.0 net exploratory and development wells were completed. Engineering, procurement and construction contracts were awarded for the North East Bab Phase I development project and for the Bab Facility Expansion project.

Venezuela

ExxonMobil’s net year-end 2003 acreage holdings totaled 0.2 million onshore acres, with 0.3 net development wells completed during the year.

WORLDWIDE EXPLORATION

At year-end 2003, exploration activities were underway in several areas in which ExxonMobil has no established production operations. A total of 18.8 million net acres were held at year-end 2003, and 1.5 net exploration wells were completed during the year.

Information with regard to mining activities follows:

Syncrude Operations

Syncrude is a joint venture established to recover shallow deposits of tar sands using open-pit mining methods, to extract the crude bitumen, and to produce a high-quality, light (32 degree API), sweet, synthetic crude oil. The Syncrude operation, located near Fort McMurray, Alberta, Canada, exploits a portion of the Athabasca Oil Sands Deposit. The location is readily accessible by public road. The produced synthetic crude oil is shipped from the Syncrude site to Edmonton, Alberta by Alberta Oil Sands Pipeline Ltd. Since start-up in 1978, Syncrude has produced about 1.5 billion barrels of synthetic crude oil. Imperial Oil Limited is the owner of a 25 percent interest in the joint-venture. Exxon Mobil Corporation has a 69.6 percent interest in Imperial Oil Limited.

Operating License and Leases

Syncrude has an operating license issued by the Province of Alberta which is effective until 2035. This license permits Syncrude to mine tar sands and produce synthetic crude oil from approved development areas on tar sands leases. Syncrude holds eight tar sands leases covering approximately 252,000 acres in the Athabasca Oil Sands Deposit. Issued by the Province of Alberta, the leases are automatically renewable as long as tar sands operations are ongoing or the leases are part of an approved development plan. Syncrude leases 10, 12, 17, 22 and 34 (containing proven reserves) and leases 29, 30 and 31 (containing no proven reserves) are included within a development plan approved by the Province of Alberta. There were no known previous commercial operations on these leases prior to the start-up of operations in 1978.

Operations, Plant and Equipment

Operations at Syncrude involve three main processes: open pit mining, extraction of crude bitumen and upgrading of crude bitumen into synthetic crude oil. In the Base mine (lease 17), the mining and transportation system uses draglines, bucketwheel reclaimers and belt conveyors. In the North mine (leases 17 and 22) and in the Aurora mine (leases 10, 12 and 34), truck, shovel and hydrotransport systems are used. Production from the Aurora mine commenced in 2000. The extraction facilities, which separates crude bitumen from sand, are capable of processing approximately 545,000 tons of tar sands a day, producing 110 million barrels of crude bitumen a year. This represents recovery capability of about 92 percent of the crude bitumen contained in the mined tar sands.

Crude bitumen extracted from tar sands is refined to a marketable hydrocarbon product through a combination of carbon removal in two large, high-temperature, fluid-coking vessels and by hydrogen addition in high-temperature, high-pressure, hydrocracking vessels. These processes remove carbon

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and sulfur and reformulate the crude into a low viscosity, low sulfur, high-quality synthetic crude oil product. In 2003, this upgrading process yielded 0.860 barrels of synthetic crude oil per barrel of crude bitumen. In 2003 about 55 percent of the synthetic crude oil was processed by Edmonton area refineries and the remaining 45 percent was pipelined to refineries in eastern Canada and the mid-western United States. Electricity is provided to Syncrude by a 270 megawatt electricity generating plant and an 80 megawatt electricity generating plant, both located at Syncrude. The generating plants are owned by the Syncrude participants. Imperial Oil Limited’s 25 percent share of net investment in plant, property and equipment, including surface mining facilities, transportation equipment and upgrading facilities was about $1.7 billion at year-end 2003.

Synthetic Crude Oil Reserves

The crude bitumen is contained within the unconsolidated sands of the McMurray Formation. Ore bodies are buried beneath 50 to 150 feet of overburden, have bitumen grades ranging from 4 to 14 weight percent and ore thickness of 115 to 160 feet. Estimates of synthetic crude oil reserves are based on detailed geological and engineering assessments of in-place crude bitumen volume, the mining plan, historical extraction recovery and upgrading yield factors, installed plant operating capacity and operating approval limits. The in-place volume, depth and grade are established through extensive and closely spaced core drilling. Proven reserves include the operating Base and North mines and the Aurora mine. In accordance with the approved mining plan, there are an estimated 3,295 million tons of extractable tar sands in the Base and North mines, with an average bitumen grade of 10.4 weight percent. In addition, at the Aurora mine, there are an estimated 4,050 million tons of extractable tar sands at an average bitumen grade of 11.3 weight percent. After deducting royalties payable to the Province of Alberta, Imperial Oil Limited estimates that its 25 percent net share of proven reserves at year-end 2003 was equivalent to 781 million barrels of synthetic crude oil.

In 2001, the Syncrude owners endorsed a further development of the Syncrude resource in the area and expansion of the upgrading facilities. The Syncrude Aurora 2 and Upgrader Expansion 1 project adds a remote mining train and expands the central processing and upgrading plant. This expansion is under way and will lead to total production capacity of about 350 thousand barrels of synthetic crude oil per day (gross) when completed.

ExxonMobil Share of Net Proven Syncrude Reserves(1)

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Syncrude Operating Statistics (total operation)

Item 3.    Legal Proceedings.

The corporation reported in its 2002 Annual Report on Form 10-K that the New York State Department of Environmental Conservation (“NYSDEC”) issued 22 substantially similar Proposed Orders on Consent for 12 service stations in New York, alleging that ExxonMobil Oil Corporation (“EMOC”) failed to properly register or conduct tank tightness tests in accordance with the applicable petroleum bulk storage law. The NYSDEC has agreed to dismiss 11 of the consent orders, leaving 11 consent orders with a proposed aggregate fine of $186,500 (a reduction from $347,000). EMOC received notice of three additional consent orders in which the NYSDEC alleges that EMOC failed to conduct tank tightness tests in accordance with the applicable petroleum bulk storage law: two on August 27, 2003 seeking penalties in the aggregate of $23,000, and one on October 20, 2003, seeking penalties of $14,500. The corporation is currently seeking settlement of the 14 outstanding consent orders, which relate to 13 service stations.

As reported in the corporation’s Form 10-Q for the third quarter of 2002, the Texas Commission on Environmental Quality (“TCEQ”) issued Notices of Enforcement to EMOC with respect to its Beaumont, Texas refinery on May 21, 2002 and on August 22, 2002. The TCEQ alleged violations of Texas Air Quality regulations relating to leak detection and repair issues. EMOC entered into a final administrative order with the TCEQ, resolving all outstanding issues in this matter, on February 21, 2004. Under the order, EMOC has paid a $75,000 penalty to the TCEQ and has paid $75,000 to Jefferson County, Texas for a supplemental environmental project.

The corporation reported in its Form 10-Q for the third quarter of 2003 that the TCEQ issued a Notice of Enforcement on June 25, 2003, alleging leak detection and repair violations and failure to submit deviation reports required by a permit. The allegations relate to Colonial Tank Farm, which is operated by EMOC’s Beaumont refinery under an agreement with Colonial Pipeline. EMOC entered into an administrative order with the TCEQ on February 3, 2004 whereby EMOC has agreed to pay a civil penalty in the amount of $4,800 to resolve this matter.

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On November 12, 2003, the U.S. Environmental Protection Agency (“EPA”) issued a Notice of Violation (“NOV”) to Mobil Oil Australia Pty Ltd (“MOA”). The NOV alleges that MOA transferred for distribution on the U.S. territory of American Samoa 23 barge loads of gasoline that did not contain additives required by the Clean Air Act. These allegations were based on self-disclosure by MOA to the EPA in October 2002. The NOV also alleges, independent of MOA’s self-disclosure issues, that the 23 barge loads were not accompanied by complete product transfer documents, in violation of the Clean Air Act regulations. MOA has taken corrective action and is pursuing discussions with the EPA to ensure compliance with the additive requirements. The EPA is seeking a penalty of $298,000, but settlement discussions are underway.

On November 14, 2003, the EPA issued an NOV alleging that the corporation’s Baytown refinery released for distribution a batch of conventional gasoline with a Reid vapor pressure (RVP) in excess of the maximum RVP allowed under the Clean Air Act regulations. The corporation is pursuing discussions with the EPA in an effort to resolve this matter. The EPA is seeking a penalty of $119,380, but settlement discussions are underway.

The Office of the Attorney General for the State of New York (“State of New York”) filed a complaint on April 9, 2002 in a case captioned “State of New York v. Mobil Business Resources Corporation f/k/a Mobil Administration Services, Inc. and Mobil Oil Corporation, f/k/a Socony Vacuum Oil Company.” The State of New York alleges that petroleum was discharged from an underground storage tank at a corporation-owned Mobil branded service station in Mamaroneck, New York, and that the corporation failed to remediate and report the alleged spill, in violation of the New York State Navigation Law. Pursuant to communication to ExxonMobil Oil Corporation in December 2003, the State of New York is seeking penalties of $550,000 as well as compensatory damages. The corporation has filed an answer to the complaint and settlement discussions are underway.

Refer to the relevant portions of Note 17 on page 62 of the Financial Section of this report for additional information on legal proceedings.

Item 4.    Submission of Matters to a Vote of Security Holders.

None.

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Executive Officers of the Registrant [pursuant to Instruction 3 to Regulation S-K, Item 401(b)].

For at least the past five years, Messrs. Humphreys, Longwell, Matthews, McGill, Raymond, Risch, Sanders, Sullivan and Thompson have been employed as executives of the registrant. Mr. Tillerson was a Senior Vice President before becoming President.

The following executive officers of the registrant have also served as executives of the subsidiaries, affiliates or divisions of the registrant shown opposite their names during the five years preceding December 31, 2003.

Officers are generally elected by the Board of Directors at its meeting on the day of each annual election of directors, with each such officer serving until a successor has been elected and qualified.

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PART II

Item 5.    Market for Registrant’s Common Equity and Related Stockholder Matters.

Reference is made to the quarterly information which appears on page 69 of the Financial Section of this report.

In accordance with the registrant’s 1997 Nonemployee Director Restricted Stock Plan, as amended, each incumbent nonemployee director (10 persons) was granted 2,400 shares of restricted stock on January 1, 2004. These grants are exempt from registration under bonus stock interpretations such as the “no-action” letter to Pacific Telesis Group (June 30, 1992).

Item 6.    Selected Financial Data.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Reference is made to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 28 of the Financial Section of this report.

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Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

Reference is made to the section entitled “Market Risks, Inflation and Other Uncertainties” beginning on page 37, excluding the part entitled “Inflation and Other Uncertainties,” of the Financial Section of this report. All statements other than historical information incorporated in this Item 7A are forward-looking statements. The actual impact of future market changes could differ materially due to, among other things, factors discussed in this report.

Item 8.    Financial Statements and Supplementary Data.

Reference is made to the following in the Financial Section of this report:

Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

Item  9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                      

None.

Item  9A.    Controls and Procedures.

As indicated in the certifications in Exhibit 31 of this report, the corporation’s principal executive officer, principal accounting officer and principal financial officer have evaluated the corporation’s disclosure controls and procedures as of December 31, 2003. Based on that evaluation, these officers have concluded that the corporation’s disclosure controls and procedures are effective for the purpose of ensuring that material information required to be in this annual report is made known to them by others on a timely basis. There have not been changes in the corporation’s internal control over financial reporting that occurred during the corporation’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect the corporation’s internal control over financial reporting.

PART III

Item 10.    Directors and Executive Officers of the Registrant.

Incorporated by reference to the following from the registrant’s definitive proxy statement for the 2004 annual meeting of shareholders (the “2004 Proxy Statement”):

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Item 11.    Executive Compensation.

Incorporated by reference to the section entitled “Director Compensation” and the section entitled “Executive Compensation Tables” of the registrant’s 2004 Proxy Statement.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

Incorporated by reference to the section entitled “Director and Executive Officer Stock Ownership” and the portion entitled “Equity Compensation Plan Information” of the section entitled “Executive Compensation Tables” of the registrant’s 2004 Proxy Statement.

Item 13.    Certain Relationships and Related Transactions.

Incorporated by reference to the portion entitled “Director Relationships” of the section entitled “Election of Directors” of the registrant’s 2004 Proxy Statement.

Item 14.    Principal Accounting Fees and Services.

Incorporated by reference to the section entitled “Ratification of Independent Auditors” of the registrant’s 2004 Proxy Statement.

PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

See Table of Contents on page 23 of the Financial Section of this report.

See Index to Exhibits on page 78 of this report.

On October 30, 2003, the registrant filed a Current Report on Form 8-K furnishing under Item 9, and also pursuant to Item 12, its News Release, dated October 30, 2003, announcing third quarter results and the information in the related 3Q03 Investor Relations Data Summary.

On November 14, 2003, the registrant filed a Current Report on Form 8-K under Item 5, about a court ruling related to the Mobile Bay royalties dispute in Alabama.

On November 20, 2003, the registrant filed a Current Report on Form 8-K under Item 5, about the resolution of a tax dispute with the Internal Revenue Service.

On January 13, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9, information about a presentation discussing upstream development activities and initiatives.

On January 29, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9, and also pursuant to Item 12, its News Release, dated January 29, 2004, announcing fourth quarter results and the information in the related 4Q03 Investor Relations Data Summary.

On January 29, 2004, the registrant filed a Current Report on Form 8-K under Item 5, about a court ruling related to the Exxon Valdez accident.

On February 18, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9, and also pursuant to Item 12, its News Release, dated February 18, 2004, announcing 2003 additions to worldwide proved oil and gas reserves and the related reserve replacement percentage.

On February 27, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9 information about the election of Rex Tillerson as president and a director of Exxon Mobil Corporation.

Reports listed above as “furnished” under Item 9 and Item 12 are not deemed “filed” with the SEC and are not incorporated by reference herein or in any other SEC filings.

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FINANCIAL SECTION

TABLE OF CONTENTS

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BUSINESS PROFILE