UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-Q


( X )   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2004


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)




                            NEW JERSEY                                                             13-5409005                         

               (State or other jurisdiction of                                              (I.R.S. Employer                     

               incorporation or organization)                                        Identification Number)               



     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)



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  X  No    


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


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



                      Class                                                              Outstanding as of March 31, 2004

Common stock, without par value                                                           6,540,045,610                



EXXON MOBIL CORPORATION


FORM 10-Q


FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004


TABLE OF CONTENTS


Page

Number


PART I.  FINANCIAL INFORMATION


Item 1.

Financial Statements


Condensed Consolidated Statement of Income

3

Three months ended March 31, 2004 and 2003


Condensed Consolidated Balance Sheet

4

As of March 31, 2004 and December 31, 2003


Condensed Consolidated Statement of Cash Flows

5

Three months ended March 31, 2004 and 2003


Notes to Condensed Consolidated Financial Statements

6-16


Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

17-21


Item 3.

Quantitative and Qualitative Disclosures About Market Risk

22


Item 4.

Controls and Procedures

22


PART II.  OTHER INFORMATION


Item 1.

Legal Proceedings

22


Item 2.

Changes in Securities and Use of Proceeds

23


Item 6.

Exhibits and Reports on Form 8-K

23-24


Signature

25

 

Index to Exhibits

26


-2-


PART I.  FINANCIAL INFORMATION



Item 1.  Financial Statements


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(millions of dollars)


   

Three Months Ended

 
   

March 31,

 

  

       

2004

  

2003

 

REVENUES AND OTHER INCOME

            

Sales and other operating revenue (1)

      

$

66,060

 

$

60,188

 

Income from equity affiliates

       

1,256

  

2,283

 

Other income

       

286

  

1,309

 

       Total revenues and other income

       

67,602

  

63,780

 

 

            

COSTS AND OTHER DEDUCTIONS

            

Crude oil and product purchases

       

30,545

  

28,078

 

Production and manufacturing expenses

       

5,523

  

5,340

 

Selling, general and administrative expenses

       

3,242

  

3,102

 

Depreciation and depletion

       

2,373

  

2,182

 

Exploration expenses, including dry holes

       

175

  

147

 

Interest expense

       

48

  

42

 

Excise taxes (1)

       

6,416

  

5,831

 

Other taxes and duties

       

10,164

  

8,807

 

Income applicable to minority and preferred interests

       

154

  

373

 

       Total costs and other deductions

       

58,640

  

53,902

 

 

            

INCOME BEFORE INCOME TAXES

       

8,962

  

9,878

 

       Income taxes

       

3,522

  

3,388

 

INCOME BEFORE CUMULATIVE EFFECT OF

            

   ACCOUNTING CHANGE

       

5,440

  

6,490

 

       Cumulative effect of accounting change,

            

           net of income tax

       

0

  

550

 

NET INCOME

      

$

5,440

 

$

7,040

 

 

            

NET INCOME PER COMMON SHARE (dollars)

            

       Income before cumulative effect of accounting change

    

$

0.83

 

$

0.97

 

       Cumulative effect of accounting change,

            

           net of income tax

       

0.00

  

0.08

 

       Net income

      

$

0.83

 

$

1.05

 

 

            

NET INCOME PER COMMON SHARE

  - ASSUMING DILUTION (dollars)

            

       Income before cumulative effect of accounting change

    

$

0.83

 

$

0.97

 

       Cumulative effect of accounting change,

            

           net of income tax

       

0.00

  

0.08

 

       Net income

      

$

0.83

 

$

1.05

 

 

            

DIVIDENDS PER COMMON SHARE (dollars)

      

$

0.25

 

$

0.23

 

 

            

(1) Excise taxes included in sales and other

            

           operating revenue

      

$

6,416

 

$

5,831

 


-3-


EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)



 

March 31,

 

Dec 31,

 
 

2004

 

2003

 

ASSETS

        

Current assets

        

   Cash and cash equivalents

 

$

15,894

  

$

10,626

 

   Notes and accounts receivable - net

  

24,189

   

24,309

 

   Inventories

        

     Crude oil, products and merchandise

  

8,892

   

7,665

 

     Materials and supplies

  

1,294

   

1,292

 

   Prepaid taxes and expenses

  

2,206

   

2,068

 

     Total current assets

  

52,475

   

45,960

 

Property, plant and equipment - net

  

104,784

   

104,965

 

Investments and other assets

  

22,943

   

23,353

 
         

     TOTAL ASSETS

 

$

180,202

  

$

174,278

 
         

LIABILITIES

        

Current liabilities

        

   Notes and loans payable

 

$

4,834

  

$

4,789

 

   Accounts payable and accrued liabilities

  

30,356

   

28,445

 

   Income taxes payable

  

6,765

   

5,152

 

     Total current liabilities

  

41,955

   

38,386

 

Long-term debt

  

5,135

   

4,756

 

Deferred income tax liability

  

19,981

   

20,118

 

Other long-term liabilities

  

21,450

   

21,103

 
         

     TOTAL LIABILITIES

  

88,521

   

84,363

 
         

SHAREHOLDERS' EQUITY

        

Benefit plan related balances

  

(594

)

  

(634

)

Common stock, without par value:

        

   Authorized:  

9,000 million shares

        

   Issued:      

8,019 million shares

  

4,339

   

4,468

 

Earnings reinvested

  

119,754

   

115,956

 

Accumulated other nonowner changes in equity

        

   Cumulative foreign exchange translation adjustment

  

1,169

   

1,421

 

   Minimum pension liability adjustment

  

(2,446

)

  

(2,446

)

   Unrealized gains on stock investments

  

381

   

511

 

Common stock held in treasury:

        

       1,479 million shares at March 31, 2004

  

(30,922

)

    

       1,451 million shares at December 31, 2003

      

(29,361

)

         

     TOTAL SHAREHOLDERS' EQUITY

  

91,681

   

89,915

 
         

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

$

180,202

  

$

174,278

 



The number of shares of common stock issued and outstanding at March 31, 2004 and

December 31, 2003 were 6,540,045,610 and 6,568,137,609, respectively.


-4-





EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)



 

Three Months Ended

 
 

March 31,

 
   

2004

   

2003

 

CASH FLOWS FROM OPERATING ACTIVITIES

        

   Net income

 

$

5,440

  

$

7,040

 

   Cumulative effect of accounting change, net of tax

  

0

   

(550

)

   Depreciation and depletion

  

2,373

   

2,182

 

   Changes in operational working capital, excluding cash and debt

  

2,373

   

1,928

 

   Ruhrgas transaction

  

0

   

(2,240

)

   All other items - net

  

(48

)

  

286

 
         

    Net cash provided by operating activities

  

10,138

   

8,646

 
         

CASH FLOWS FROM INVESTING ACTIVITIES

        

   Additions to property, plant and equipment

  

(2,810

)

  

(2,938

)

   Sales of subsidiaries, investments, and property, plant and equipment

  

454

   

1,333

 

   Other investing activities - net

  

775

   

870

 
         

    Net cash used in investing activities

  

(1,581

)

  

(735

)

         

CASH FLOWS FROM FINANCING ACTIVITIES

        

   Additions to long-term debt

  

367

   

0

 

   Reductions in long-term debt

  

(7

)

  

(212

)

   Additions/(reductions) in short-term debt - net

  

(40

)

  

25

 

   Cash dividends to ExxonMobil shareholders

  

(1,642

)

  

(1,541

)

   Cash dividends to minority interests

  

(72

)

  

(61

)

   Changes in minority interests and sales/(purchases)

        

      of affiliate stock

  

(31

)

  

(45

)

   Net ExxonMobil shares acquired

  

(1,745

)

  

(1,110

)

         

    Net cash used in financing activities

  

(3,170

)

  

(2,944

)

         

Effects of exchange rate changes on cash

  

(119

)

  

132

 
         

Increase/(decrease) in cash and cash equivalents

  

5,268

   

5,099

 

Cash and cash equivalents at beginning of period

  

10,626

   

7,229

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

15,894

  

$

12,328

 
         

SUPPLEMENTAL DISCLOSURES

        

   Income taxes paid

 

$

1,502

  

$

1,168

 

   Cash interest paid

 

$

73

  

$

92

 


-5-


EXXON MOBIL CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.

Basis Of Financial Statement Preparation


These unaudited condensed consolidated financial statements should be read in the context of the consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in the corporation's 2003 Annual Report on Form 10-K.  In the opinion of the corporation, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein.  All such adjustments are of a normal recurring nature.  The corporation's exploration and production activities are accounted for under the "successful efforts" method.


2.

Accounting Change


As of January 1, 2003, the corporation adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 143 (FAS 143), “Accounting for Asset Retirement Obligations.”  The cumulative adjustment for the change in accounting principle reported in the first quarter of 2003 was after-tax income of $550 million (net of $442 million of income tax effects, including ExxonMobil’s share of related equity company income taxes of $51 million), or $0.08 per common share.


3.

Accounting for Variable Interest Entities


In December 2003, the Financial Accounting Standards Board issued a revised Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities,” replacing the original interpretation issued in January 2003.  


The corporation identified three operating entities in which the corporation has variable interests primarily through lease commitments and certain guarantees extended by the corporation.  While implementation was not required until March 31, 2004, the corporation chose to adopt FIN 46 in the fourth quarter 2003 by consolidating these entities, which were previously accounted for under the equity method.  There was no effect on net income, because the corporation was already recording its share of net income of these entities.  The impact to the balance sheet was to increase both assets and liabilities by about $500 million.  However, there was no change to the calculation of return on average capital employed, because the corporation already includes its share of equity company debt in the determination of average capital employed.


4.

Litigation and Other Contingencies


Litigation


A variety of claims have been made against ExxonMobil and certain of its consolidated subsidiaries in a number of pending lawsuits and tax disputes.  The corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated.  The corporation does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. ExxonMobil will continue to defend itself vigorously in these matters.  Based on a consideration of all relevant facts and circumstances, the corporation does not believe the ultimate outcome of any currently pending lawsuit against ExxonMobil will have a materially adverse effect upon the corporation’s operations or financial condition.


-6-


A number of lawsuits, including class actions, were brought in various courts against Exxon Mobil Corporation and certain of its subsidiaries relating to the accidental release of crude oil from the tanker Exxon Valdez in 1989.  The vast majority of the compensatory claims have been resolved. All of the punitive damage claims were consolidated in the civil trial that began in May 1994.


In that trial, on September 24, 1996, the United States District Court for the District of Alaska entered a judgment in the amount of $5 billion in punitive damages to a class composed of all persons and entities who asserted claims for punitive damages from the corporation as a result of the Exxon Valdez grounding.  ExxonMobil appealed the judgment.  On November 7, 2001, the United States Court of Appeals for the Ninth Circuit vacated the punitive damage award as being excessive under the Constitution and remanded the case to the District Court for it to determine the amount of the punitive damage award consistent with the Ninth Circuit’s holding.  The Ninth Circuit upheld the compensatory damage award which has been paid. On December 6, 2002, the District Court reduced the punitive damage award from $5 billion to $4 billion. Both the plaintiffs and ExxonMobil appealed that decision to the Ninth Circuit. The Ninth Circuit panel vacated the District Court’s $4 billion punitive damage award without argument and sent the case back for the District Court to reconsider in light of the recent U.S. Supreme Court decision in Campbell v. State Farm. On January 28, 2004, the District Court reinstated the punitive damage award at $4.5 billion plus interest. ExxonMobil and the plaintiffs have appealed the decision to the Ninth Circuit.  The corporation has posted a $5.4 billion letter of credit.


On January 29, 1997, a settlement agreement was concluded resolving all remaining matters between the corporation and various insurers arising from the Valdez accident. Under terms of this settlement, ExxonMobil received $480 million. Final income statement recognition of this settlement continues to be deferred in view of uncertainty regarding the ultimate cost to the corporation of the Valdez accident.


Management believes that the likelihood of the jury verdict being upheld is remote. While it is reasonably possible that a liability may have been incurred arising from the Exxon Valdez grounding, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability.


On December 19, 2000, a jury in the 15th Judicial Circuit Court of Montgomery County, Alabama, returned a verdict against the corporation in a dispute over royalties in the amount of $88 million in compensatory damages and $3.4 billion in punitive damages in the case of Exxon Corporation v. State of Alabama, et al. The verdict was upheld by the trial court on May 4, 2001. On December 20, 2002, the Alabama Supreme Court vacated the $3.5 billion jury verdict. The case was retried and on November 14, 2003, a state district court jury in Montgomery, Alabama returned a verdict against Exxon Mobil Corporation. The verdict included $63.5 million in compensatory damages and $11.8 billion in punitive damages. On March 29, 2004, the district court judge reduced the amount of punitive damages to $3.5 billion.  ExxonMobil believes the judgment is not justified by the evidence and that the amount of the award is grossly excessive and unconstitutional. ExxonMobil has appealed the decision.  Management believes that the likelihood of the judgment being upheld is remote.  While it is reasonably possible that a liability may have been incurred by ExxonMobil from this dispute over royalties, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability. On May 4, 2004, the corporation posted a $4.5 billion supersedeas bond as required by Alabama law to stay execution of the judgment pending appeal.  The corporation has pledged to the issuer of the bond collateral consisting of cash and short-term, high quality securities with an aggregate value of approximately $4.6 billion.  Under the terms of the pledge agreement, the corporation is entitled to receive the income generated from the cash and securities and to make investment decisions, but is restricted from using the pledged cash and securities for any other purpose until such time as the bond is cancelled.

-7-


On May 22, 2001, a state court jury in New Orleans, Louisiana, returned a verdict against the corporation and three other entities in a case brought by a landowner claiming damage to his property. The property had been leased by the landowner to a company that performed pipe cleaning and storage services for customers, including the corporation. The jury awarded the plaintiff $56 million in compensatory damages (90 percent to be paid by the corporation) and $1 billion in punitive damages (all to be paid by the corporation). The damage related to the presence of naturally occurring radioactive material (NORM) on the site resulting from pipe cleaning operations. The award has been upheld at the trial court. ExxonMobil has appealed the judgment to the Louisiana Fourth Circuit Court of Appeals and believes that the judgment should be set aside or substantially reduced on factual and constitutional grounds. Management believes that the likelihood of the jury verdict being upheld is remote. While it is reasonably possible that a liability may have been incurred by ExxonMobil from this dispute over property damages, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability.


In Allapattah v. Exxon, a jury in the United States District Court for the Southern District of Florida determined in January 2001 that a class of all Exxon dealers between March 1983 and August 1994 had been overcharged between 1.03 and 1.4 cents per gallon for gasoline.  Exxon sold a total of 39.8 billion gallons of gasoline to its dealers during this period.  The estimated value of the potential claims associated with the 39.8 billion gallons of gasoline is $494 million.  Including related interest, the total is approximately $1.3 billion.  On June 11, 2003, the Eleventh Circuit Court of Appeals affirmed the judgment and on March 15, 2004, denied a petition for Rehearing En Banc.  ExxonMobil will appeal to the U.S. Supreme Court.  Pending the appeals process, members of the class may file claims during the period from February 29, 2003 through August 29, 2004.  It is not known which or how many dealers may make claims or the extent to which ExxonMobil will have set-offs or defenses to the claims that are filed.  As of March 31, 2004 claims on 15.1 billion gallons have been filed for $186 million.  Including related interest and not adjusting for potential set-offs or defenses, the total would be approximately $480 million.  While it is reasonably possible that a liability may have been incurred by ExxonMobil in this dispute over gasoline pricing, it is not possible to predict the ultimate outcome.


Tax issues for 1980-93 remain pending before the U.S. Tax Court.  The ultimate resolution of these issues is not expected to have a materially adverse effect upon the corporation’s operations or financial condition.


Other Contingencies


 

As of March 31, 2004

 

Equity Company Obligations

 

Other

Third Party Obligations



     Total

 

  (millions of dollars)

 

Guarantees of excise taxes and custom duties   

          
 

    under reciprocal arrangements

 

$

0

 

$

972

 

$

972

 
 

Other guarantees

  

2,487

  

414

  

2,901

 
 

Total

 

$

2,487

 

$

1,386

 

$

3,873

 
            


The corporation and certain of its consolidated subsidiaries were contingently liable at March 31, 2004 for $3,873 million, primarily relating to guarantees for notes, loans and performance under contracts. This included $972 million representing guarantees of non-U.S. excise taxes and customs duties of other companies, entered into as a normal business practice, under reciprocal arrangements. Also included in this amount were guarantees by consolidated affiliates of $2,487 million, representing ExxonMobil’s share of obligations of certain equity companies.

-8-



Additionally, the corporation and its affiliates have numerous long-term sales and purchase commitments in their various business activities, all of which are expected to be fulfilled with no adverse consequences material to the corporation’s operations or financial condition. The corporation's outstanding unconditional purchase obligations at March 31, 2004 were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.


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 developments and laws and regulations, such as forced divestiture of assets; restrictions on production, imports and exports; 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.

 


5.

Nonowner Changes in Shareholders' Equity


   

  Three Months Ended

 
   

             March 31,       

 
     

2004

 

      

2003

 
  

(millions of dollars)

 

Net income

      

$

5,440

 

$

7,040

 

Changes in other nonowner changes in equity

            

Foreign exchange translation adjustment


       

(252

)

 

472

 

Minimum pension liability adjustment

       

0

  

0

 

Unrealized gains/(losses) on stock investments

       

(130

)

 

54

 

Total nonowner changes in shareholders' equity

      

$

5,058

 

$

7,566

 



-9-


6.

Earnings Per Share

   

Three Months Ended

 
   

March 31,

 
        

2004

  

2003

 

NET INCOME PER COMMON SHARE

            

Income before cumulative effect of

            

   accounting change (millions of dollars)

      

$

5,440

 

$

6,490

 

 

            

Weighted average number of common shares

            

   outstanding (millions of shares)

       

6,544

  

6,683

 
             

Net income per common share (dollars)

            

   Income before cumulative effect of accounting change

      

$

0.83

 

$

0.97

 

   Cumulative effect of accounting change,

            

       net of income tax

       

0.00

  

0.08

 

   Net income

      

$

0.83

 

$

1.05

 
             

NET INCOME PER COMMON SHARE

            

 - ASSUMING DILUTION

            

Income before cumulative effect of

            

   accounting change (millions of dollars)

      

$

5,440

 

$

6,490

 
             

Weighted average number of common shares

            

  outstanding (millions of shares)

       

6,544

  

6,683

 

    Effect of employee stock-based awards

       

38

  

31

 

Weighted average number of common shares

            

  outstanding - assuming dilution

       

6,582

  

6,714

 
             

Net income per common share

            

   - assuming dilution (dollars)

            

   Income before cumulative effect of accounting change

      

$

0.83

 

$

0.97

 

   Cumulative effect of accounting change,

            

      net of income tax

       

0.00

  

0.08

 

   Net income

      

$

0.83

 

$

1.05

 



7.

Investment in oil, gas and mineral leases


ExxonMobil's net investment in oil, gas and mineral leases reported in property, plant and equipment as of March 31, 2004 was $4.5 billion, and as of December 31, 2003 was $4.5 billion.


-10-


8.

Annuity Benefits and Other Postretirement Benefits


   

Three Months Ended

 
   

March 31,

 
        

2004

  

     2003

 
       

(millions of dollars)

 


Annuity benefits - U.S.

            

   Components of net benefit cost

            

      Service cost

      

$

76

 

$

69

 

      Interest cost

       

151

  

154

 

      Expected return on plan assets

       

(152

)

 

(107

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

71

  

75

 

      Net pension enhancement and

            

        curtailment/settlement expense

       

44

  

48

 

      Net benefit cost

      

$

190

 

$

239

 
             
             

Annuity benefits - Non-U.S.

            

   Components of net benefit cost

            

      Service cost

      

$

86

 

$

83

 

      Interest cost

       

199

  

195

 

      Expected return on plan assets

       

(169

)

 

(139

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

93

  

97

 

      Net pension enhancement and

            

        curtailment/settlement expense

       

4

  

2

 

      Net benefit cost

      

$

213

 

$

238

 
             
             

Other Postretirement Benefits

            

   Components of net benefit cost

            

      Service cost

      

$

9

 

$

9

 

      Interest cost

       

57

  

45

 

      Expected return on plan assets

       

(7

)

 

(7

)

      Amortization of actuarial loss/(gain)

            

        and prior service cost

       

24

  

23

 

      Net pension enhancement and

            

        curtailment/settlement expense

       

0

  

0

 

      Net benefit cost

      

$

83

 

$

70

 
             


As of year-end 2003, the company expected to make contributions of up to $300 million to U.S. plans, depending on the outcome of legislative proposals before Congress.  On April 10, 2004, the President of the United States signed into law H.R. 3108 which establishes a two-year replacement of the benchmark interest rate used to determine the funding of liabilities of private sector pension plans.  As a result of that legislation, the Company does not expect to make a contribution to its U.S. pension plans in 2004.  The expected contribution of about $450 million to non-U.S. plans is unchanged.


-11-


9.

Disclosures about Segments and Related Information



   

Three Months Ended

 
   

March 31,

 
        

2004

  

2003

 
       

(millions of dollars)

 

EARNINGS AFTER INCOME TAX

            

  Upstream

            

    United States

      

$

1,154

 

$

1,259

 

    Non-U.S.

       

2,859

  

4,434

 

  Downstream

            

    United States

       

392

  

174

 

    Non-U.S.

       

612

  

549

 

  Chemical

            

    United States

       

118

  

16

 

    Non-U.S.

       

446

  

271

 

  All other

       

(141

)

 

337

 

  Corporate total

      

$

5,440

 

$

7,040

 
             

  Included in All Other above

            

    Cumulative effect of accounting change

      

$

0

 

$

550

 
             
             

SALES AND OTHER OPERATING REVENUE (1)

          

  Upstream

            

     United States

      

$

1,486

 

$

1,768

 

     Non-U.S.

       

4,695

  

4,073

 

  Downstream

            

     United States

       

15,832

  

14,198

 

     Non-U.S.

       

38,185

  

34,976

 

  Chemical

            

     United States

       

2,237

  

2,029

 

     Non-U.S.

       

3,616

  

3,135

 

  All other

       

9

  

9

 

  Corporate total

      

$

66,060

 

$

60,188

 
             

(1) Includes excise taxes

            
             
             

INTERSEGMENT REVENUE

            

  Upstream

            

     United States

      

$

1,500

 

$

1,600

 

     Non-U.S.

       

4,482

  

4,265

 

  Downstream

            

     United States

       

1,598

  

1,660

 

     Non-U.S.

       

6,578

  

5,464

 

  Chemical

            

     United States

       

1,016

  

734

 

     Non-U.S.

       

964

  

838

 

  All other

       

88

  

77

 


-12-


10.

Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries


Exxon Mobil Corporation has fully and unconditionally guaranteed the 6.0% notes due 2005 ($106 million of long-term debt at March 31, 2004) and the 6.125% notes due 2008 ($160 million) of Exxon Capital Corporation and the deferred interest debentures due 2012 ($1,153 million) and the debt securities due 2005-2011 ($85 million long-term and $10 million short-term) of SeaRiver Maritime Financial Holdings, Inc.  Exxon Capital Corporation and SeaRiver Maritime Financial Holdings, Inc. are 100 percent owned subsidiaries of Exxon Mobil Corporation.


The following condensed consolidating financial information is provided for Exxon Mobil Corporation, as guarantor, and for Exxon Capital Corporation and SeaRiver Maritime Financial Holdings, Inc., as issuers, as an alternative to providing separate financial statements for the issuers.  The accounts of Exxon Mobil Corporation, Exxon Capital Corporation and SeaRiver Maritime Financial Holdings, Inc. are presented utilizing the equity method of accounting for investments in subsidiaries.


 

Exxon

   

SeaRiver

       
 

Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings,

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for three months ended March 31, 2004

      

Revenues and other income

                  

Sales and other operating revenue,

including excise taxes


$


3,023

 


$


-

 


$


-

 


$


63,037

 


$


-

 


$


66,060

 

Income from equity affiliates

 

5,057

  

-

  

7

  

1,258

  

(5,066

)

 

1,256

 

Other income

 

63

  

-

  

-

  

223

  

-

  

286

 

Intercompany revenue

 

4,995

  

7

  

4

  

42,539

  

(47,545

)

 

-

 

Total revenues and other income

 

13,138

  

7

  

11

  

107,057

  

(52,611

)

 

67,602

 

Costs and other deductions

                  

Crude oil and product purchases

 

4,861

  

-

  

-

  

70,633

  

(44,949

)

 

30,545

 

Production and manufacturing

expenses

 


1,591

  


-

  


-

  


5,102

  


(1,170


)

 


5,523

 

 

Selling, general and administrative

expenses

 


472

  


-

  


-

  


2,822

  


(52


)

 


3,242

 

Depreciation and depletion

 

353

  

1

  

-

  

2,019

  

-

  

2,373

 

Exploration expenses, including dry

holes

 


46

  


-

  


-

  


129

  


-

  


175

 

Interest expense

 

161

  

5

  

34

  

1,226

  

(1,378

)

 

48

 

Excise taxes

 

-

  

-

  

-

  

6,416

  

-

  

6,416

 

Other taxes and duties

 

3

  

-

  

-

  

10,161

  

-

  

10,164

 

Income applicable to minority and

preferred interests

 


-

  


-

  


-

  


154

  


-

  


154

 

Total costs and other deductions

 

7,487

  

6

  

34

  

98,662

  

(47,549

)

 

58,640

 

Income before income taxes

 

5,651

  

1

  

(23

)

 

8,395

  

(5,062

)

 

8,962

 

Income taxes

 

211

  

-

  

(10

)

 

3,321

  

-

  

3,522

 

Income before accounting change

 

5,440

  

1

  

(13

)

 

5,074

  

(5,062

)

 

5,440

 

 

Accounting change

 

-

  

-

  

-

  

-

  

-

  

-

 

Net income

$

5,440

 

$

1

 

$

(13

)

$

5,074

 

$

(5,062

)

$

5,440

 


-13-



 

Exxon

   

SeaRiver

       
 

Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings,

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of income for three months ended March 31, 2003

       

Revenues and other income

                  

Sales and other operating revenue,

   including excise taxes


$


3,061

 


$


-

 


$


-

 


$


57,127

 


$


-

 


$


60,188

 

Income from equity affiliates

 

6,660

  

-

  

2

  

2,279

  

(6,658

)

 

2,283

 

Other income

 

112

  

-

  

-

  

1,197

  

-

  

1,309

 

Intercompany revenue

 

4,639

  

9

  

5

  

37,361

  

(42,014

)

 

-

 

Total revenues and other income

 

14,472

  

9

  

7

  

97,964

  

(48,672

)

 

63,780

 

Costs and other deductions

                  

Crude oil and product purchases

 

4,688

  

-

  

-

  

63,287

  

(39,897

)

 

28,078

 

Production and manufacturing

expenses

 


1,674

  


1

  


-

  


4,630

  


(965


)

 


5,340

 

 

Selling, general and administrative

expenses

 


426

  


-

  


-

  


2,676

  


-

  


3,102

 

Depreciation and depletion

 

385

  

1

  

1

  

1,795

  

-

  

2,182

 

Exploration expenses, including dry

holes

 


30

  


-

  


-

  


117

  


-

 



147

 

Interest expense

 

161

  

5

  

30

  

1,000

  

(1,154

)

 

42

 

Excise taxes

 

-

  

-

  

-

  

5,831

  

-

  

5,831

 

Other taxes and duties

 

1

  

-

  

-

  

8,806

  

-

  

8,807

 

Income applicable to minority and

  preferred interests

 


-

  


-

  


-

  


373

  


-

  


373

 

Total costs and other deductions

 

7,365

  

7

  

31

  

88,515

  

(42,016

)

 

53,902

 

Income before income taxes

 

7,107

  

2

  

(24

)

 

9,449

  

(6,656

)

 

9,878

 

Income taxes

 

617

  

1

  

(9

)

 

2,779

  

-

  

3,388

 

Income before accounting change

 

6,490

  

1

  

(15

)

 

6,670

  

(6,656

)

 

6,490

 

 

Accounting change

 

550

  

-

  

-

  

481

  

(481

)

 

550

 

Net income

$

7,040

 

$

1

 

$

(15

)

$

7,151

 

$

(7,137

)

$

7,040

 


-14-



 

Exxon

   

SeaRiver

       
 

Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings,

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated balance sheet as of March 31, 2004

       

Cash and cash equivalents

$

6,000

 

$

-

 

$

-

 

$

9,894

 

$

-

 

$

15,894

 

Notes and accounts receivable - net

 

6,102

  

-

  

-

  

18,087

  

-

  

24,189

 

Inventories

 

1,177

  

-

  

-

  

9,009

  

-

  

10,186

 

Prepaid taxes and expenses

 

86

  

-

  

9

  

2,111

  

-

  

2,206

 

      Total current assets

 

13,365

  

-

  

9

  

39,101

  

-

  

52,475

 

Property, plant and equipment - net

 

16,304

  

98

  

-

  

88,382

  

-

  

104,784

 

Investments and other assets

 

132,853

  

-

  

513

  

368,440

  

(478,863

)

 

22,943

 

Intercompany receivables

 

7,543

  

1,194

  

1,543

  

391,962

  

(402,242

)

 

-

 

      Total assets

$

170,065

 

$

1,292

 

$

2,065

 

$

887,885

 

$

(881,105

)

$

180,202

 
                   

Notes and loan payables

$

1,116

 

$

-

 

$

10

 

$

3,708

 

$

-

 

$

4,834

 

Accounts payable and accrued liabilities

 

3,399

  

7

  

-

  

26,950

  

-

  

30,356

 

Income taxes payable

 

1,410

  

1

  

-

  

5,354

  

-

  

6,765

 

      Total current liabilities

 

5,925

  

8

  

10

  

36,012

  

-

  

41,955

 

Long-term debt

 

261

  

266

  

1,238

  

3,370

  

-

  

5,135

 

Deferred income tax liabilities

 

3,479

  

29

  

295

  

16,178

  

-

  

19,981

 

Other long-term liabilities

 

4,141

  

4

  

-

  

17,305

  

-

  

21,450

 

Intercompany payables

 

64,578

  

195

  

382

  

337,087

  

(402,242

)

 

-

 

      Total liabilities

 

78,384

  

502

  

1,925

  

409,952

  

(402,242

)

 

88,521

 
                   

Earnings reinvested

 

119,754

  

5

  

(254

)

 

76,882

  

(76,633

)

 

119,754

 

Other shareholders' equity

 

(28,073

)

 

785

  

394

  

401,051

  

(402,230

)

 

(28,073

)

      Total shareholders' equity

 

91,681

  

790

  

140

  

477,933

  

(478,863

)

 

91,681

 

      Total liabilities and

        shareholders' equity


$


170,065

 


$


1,292

 


$


2,065

 


$


887,885

 


$


(881,105


)


$


180,202

 



Condensed consolidated balance sheet as of December 31, 2003

       

Cash and cash equivalents

$

5,647

 

$

-

 

$

-

 

$

4,979

 

$

-

 

$

10,626

 

Notes and accounts receivable - net

 

5,781

  

-

  

-

  

18,528

  

-

  

24,309

 

Inventories

 

1,027

  

-

  

-

  

7,930

  

-

  

8,957

 

Prepaid taxes and expenses

 

91

  

-

  

-

  

1,977

  

-

  

2,068

 

      Total current assets

 

12,546

  

-

  

-

  

33,414

  

-

  

45,960

 

Property, plant and equipment - net

 

16,733

  

98

  

1

  

88,133

  

-

  

104,965

 

Investments and other assets

 

128,282

  

-

  

506

  

363,103

  

(468,538

)

 

23,353

 

Intercompany receivables

 

9,463

  

1,114

  

1,540

  

381,683

  

(393,800

)

 

-

 

      Total assets

$

167,024

 

$

1,212

 

$

2,047

 

$

866,333

 

$

(862,338

)

$

174,278

 
                   

Notes and loan payables

$

1,104

 

$

-

 

$

10

 

$

3,675

 

$

-

 

$

4,789

 

Accounts payable and accrued liabilities

 

3,538

  

6

  

-

  

24,901

  

-

  

28,445

 

Income taxes payable

 

1,457

  

-

  

-

  

3,695

  

-

  

5,152

 

      Total current liabilities

 

6,099

  

6

  

10

  

32,271

  

-

  

38,386

 

Long-term debt

 

261

  

266

  

1,206

  

3,023

  

-

  

4,756

 

Deferred income tax liabilities

 

3,643

  

29

  

296

  

16,150

  

-

  

20,118

 

Other long-term liabilities

 

3,991

  

16

  

-

  

17,096

  

-

  

21,103

 

Intercompany payables

 

63,115

  

106

  

382

  

330,197

  

(393,800

)

 

-

 

      Total liabilities

 

77,109

  

423

  

1,894

  

398,737

  

(393,800

)

 

84,363

 
                   

Earnings reinvested

 

115,956

  

4

  

(241

)

 

72,012

  

(71,775

)

 

115,956

 

Other shareholders' equity

 

(26,041

)

 

785

  

394

  

395,584

  

(396,763

)

 

(26,041

)

      Total shareholders' equity

 

89,915

  

789

  

153

  

467,596

  

(468,538

)

 

89,915

 

      Total liabilities and

        shareholders' equity


$


167,024

 


$


1,212

 


$


2,047

 


$


866,333

 


$


(862,338


)


$


174,278

 


-15-



 

Exxon

   

SeaRiver

       
 

Mobil

   

Maritime

   

Consolidating

   
 

Corporation

 

Exxon

 

Financial

   

and

   
 

Parent

 

Capital

 

Holdings,

 

All Other

 

Eliminating

   
 

Guarantor

 

Corporation

 

Inc.

 

Subsidiaries

 

Adjustments

 

Consolidated

 
 

(millions of dollars)

 
                   

Condensed consolidated statement of cash flows for three months ended March 31, 2004

    

Cash provided by/(used in) operating

   activities


$


655

 


$


(9


)


$


3

 


$


9,693

 


$


(204


)


$


10,138

 

Cash flows from financing activities

                  

Additions to property, plant and

  equipment

 


(302


)

 


-

  


-

  


(2,508


)

 


-

  


(2,810


)

Sales of long-term assets

 

172

  

-

  

-

  

282

  

-

  

454

 

Net intercompany investing

 

3,215

  

(80

)

 

(3

)

 

(3,251

)

 

119

  

-

 

All other investing, net

 

-

  

-

  

-

  

775

  

-

  

775

 

Net cash provided by/(used in)

investing activities

 


3,085

  


(80


)

 


(3


)

 


(4,702


)

 


119


 


(1,581


)

Cash flows from financing activities

                  

Additions to long-term debt

 

-

  

-

  

-

  

367

  

-

  

367

 

Reductions in long-term debt

 

-

  

-

  

-

  

(7

)

 

-

  

(7

)

Additions/(reductions) in short-term

      debt - net

 


-

  


-


 


-

  


(40


)

 


-

  


(40


)

Cash dividends

 

(1,642

)

 

-

  

-

  

(204

)

 

204

  

(1,642

)

Net ExxonMobil shares sold/(acquired)

 

(1,745

)

 

-

  

-

  

-

  

-

  

(1,745

)

Net intercompany financing activity

 

-

  

89

  

-

  

30

  

(119

)

 

-

 

All other financing, net

 

-

  

-

  

-

  

(103

)

 

-

  

(103

)

Net cash provided by/(used in)

financing activities

 


(3,387


)

 


89


 


-

  


43


 


85

  


(3,170


)

Effects of exchange rate changes

on cash

 


-

  


-

  


-

  


(119


)

 


-

  


(119


)

Increase/(decrease) in cash and cash

   equivalents


$


353



$


-

 


$


-

 


$


4,915

 


$


-

 


$


5,268

 



Condensed consolidated statement of cash flows for three months ended March 31, 2003

      

Cash provided by/(used in) operating

   activities


$


1,163

 


$


4

 


$


3

 


$


8,218

 


$


(742


)


$


8,646

 

Cash flows from financing activities

                  

Additions to property, plant and

  equipment

 


(434


)

 


-

  


-

  


(2,504


)

 


-

  


(2,938


)

Sales of long-term assets

 

13

  

-

  

-

  

1,320

  

-

  

1,333

 

Net intercompany investing

 

3,767

  

28

  

(3

)

 

(3,737

)

 

(55

)

 

-

 

All other investing, net

 

-

  

-

  

-

  

870

  

-

  

870

 

Net cash provided by/(used in)

investing activities

 


3,346

  


28


 


(3


)

 


(4,051


)

 


(55


)

 


(735


)

Cash flows from financing activities

                  

Additions to long-term debt

 

-

  

-

  

-

  

-

  

-

  

-

 

Reductions in long-term debt

 

-

  

-

  

-

  

(212

)

 

-

  

(212

)

Additions/(reductions) in short-term

      debt - net

 


-

  


13


 


-

  


12

  


-

  


25

 

Cash dividends

 

(1,541

)

 

(93

)

 

-

  

(649

)

 

742

  

(1,541

)

Net ExxonMobil shares sold/(acquired)

 

(1,110

)

 

-

  

-

  

-

  

-

  

(1,110

)

Net intercompany financing activity

 

-

  

69

  

-

  

(103

)

 

34

  

-

 

All other financing, net

 

-

  

(21

)

 

-

  

(106

)

 

21

  

(106

)

Net cash provided by/(used in)

financing activities

 


(2,651


)

 


(32


)

 


-

  


(1,058


)

 


797

  


(2,944


)

Effects of exchange rate changes

on cash

 


-

  


-

  


-

  


132

  


-

  


132

 

Increase/(decrease) in cash and cash

   equivalents


$


1,858



$


-

 


$


-

 


$


3,241

 


$


-

 


$


5,099

 


-16-



EXXON MOBIL CORPORATION



Item 2.

Management's Discussion and Analysis of Financial Condition

and Results of Operations


FUNCTIONAL EARNINGS SUMMARY

   

First Three Months

 
 


 


 

     2004

 

         2003

 
 


(millions of dollars)

 

Net Income (U.S. GAAP)

            

Upstream

            

   United States

      

$

1,154

 

$

1,259

 

   Non-U.S.

       

2,859

  

4,434

 

Downstream

            

   United States

       

392

  

174

 

   Non-U.S.

       

612

  

549

 

Chemical

            

   United States

       

118

  

16

 

   Non-U.S.

       

446

  

271

 

Corporate and financing

       

(141

)

 

(213

)

Income before accounting change

       

5,440

  

6,490

 

Accounting change

       

0

  

550

 

Net Income (U.S. GAAP)

      

$

5,440

 

$

7,040

 
             
             

Net income per common share

      

$

0.83

 

$

1.05

 

Net income per common share

   - assuming dilution

      


$


0.83

 


$


1.05

 
             

Other special items included in net income

            

Non-U.S. Upstream

            

   Gain on transfer of Ruhrgas shares

      

$

0

 

$

1,700

 



REVIEW OF FIRST QUARTER 2004 RESULTS


Exxon Mobil Corporation estimated net income of $5,440 million ($0.83 per share) in the first quarter, a decrease of $1,600 million from the first quarter of 2003.  First quarter 2003 earnings included a $550 million positive impact from the required adoption of the new accounting standard for asset retirement obligations and a one-time gain of $1,700 million from the transfer of shares in Ruhrgas AG.  Revenues and other income for the first quarter of 2004 totaled $67,602 million compared with $63,780 million in 2003.  


   

 First Three Months

 
 


 


 

    2004

 

       2003

 
 


(millions of dollars)

 

Upstream

            

   United States

      

$

1,154

 

$

1,259

 

   Non-U.S.

       

2,859

  

4,434

 

Total

      

$

4,013

 

$

5,693

 


Upstream earnings were $4,013 million compared to $5,693 million in the first quarter 2003 which included a $1,700 million gain from the transfer of shares of Ruhrgas AG.  First quarter 2004 results reflected higher production and continued strength in crude and natural gas prices.

-17-


Liquids production of 2,635 kbd (thousands of barrels per day) increased by 5 percent from 2,504 kbd in the first quarter of 2003 and was at its highest level since the fourth quarter of 1988.  Higher production from new fields in West Africa and Norway and the absence of the impact of last year's national strike in Venezuela, was partly offset by natural field decline in mature areas.


First quarter natural gas production decreased to 11,467 mcfd (millions of cubic feet per day), compared with 12,046 mcfd last year reflecting lower weather-related demand in Europe and natural field decline in mature areas partly offset by the start-up of an additional LNG train in Qatar.


On an oil-equivalent basis, production was at its highest level since the first quarter of 2001 and increased 1 percent from the first quarter of last year.  Plans for long-term capacity increases remain on track as reflected by continued high levels of capital spending.


Earnings from U.S. upstream operations were $1,154 million, down $105 million reflecting lower production from mature areas.  Excluding the one-time $1,700 million Ruhrgas gain in 2003, non-U.S. upstream earnings of $2,859 million in 2004 were $125 million higher than last year's first quarter.  Non-U.S. earnings increased due to liquids production growth from new projects.


   

First Three Months

 
 


 


 

      2004

 

       2003

 
 


(millions of dollars)

 

Downstream

            

   United States

      

$

392

 

$

174

 

   Non-U.S.

       

612

  

549

 

Total

      

$

1,004

 

$

723

 


Downstream earnings of $1,004 million were the highest first quarter since 1991 and increased $281 million from the first quarter of 2003, reflecting improved worldwide refining margins partly offset by weaker marketing conditions.  Petroleum product sales were 8,082 kbd, 223 kbd higher than last year's first quarter.


U.S. downstream earnings were $392 million, up $218 million mainly due to higher refining margins.  Non-U.S. downstream earnings of $612 million were $63 million higher than last year's first quarter.


   

First Three Months

 
 


 


 

      2004

 

       2003

 
 


(millions of dollars)

 

Chemical

            

   United States

      

$

118

 

$

16

 

   Non-U.S.

       

446

  

271

 

Total

      

$

564

 

$

287

 


Chemical earnings of $564 million were up $277 million from the same quarter a year ago due to stronger worldwide margins and favorable foreign exchange effects.  Prime product sales of 6,792 kt (thousands of metric tons) were down 88 kt from last year's record first quarter.


-18-



   

First Three Months

 
 


 


 

      2004

 

       2003

 
 


(millions of dollars)

 

All other segments

            

   United States

      

$

(141

)

$

(213

)

   Non-U.S.

       

0

  

550

 

Total

      

$

(141

)

$

337

 


Corporate and financing expenses of $141 million were lower by $72 million mainly due to reduced U.S. pension costs.  First quarter 2003 earnings included a $550 million positive impact from the required adoption of the new accounting standard for asset retirement obligations.



LIQUIDITY AND CAPITAL RESOURCES


   

Three Months Ended

March 31,

 
 


 


 

2004

 

2003

 
 


(millions of dollars)

 

Net cash provided by/(used in)

            

Operating activities

      

$

10,138

 

$

8,646

 

Investing activities

       

(1,581

)

 

(735

)

Financing activities

       

(3,170

)

 

(2,944

)

Effect of exchange rate changes

       

(119

)

 

132

 

Increase/(decrease) in cash and cash equivalents

      

$

5,268

 

$

5,099

 
             

Cash and cash equivalents at the end of the period

      

$

15,894

 

$

12,328

 


Cash provided by operating activities totaled $10,138 million for the first three months of 2004 versus $8,646 million in the same period last year which included non-cash income for the site restoration accounting change and the Ruhrgas transaction.  Major sources of funds were net income of $5,440 million and non-cash provisions of $2,373 million for depreciation and depletion.  For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.


In first quarter of 2003, ExxonMobil completed a divestment of interests in shares of Ruhrgas AG, a German gas transmission company. These shares were held in part by BEB Erdgas und Erdoel GmbH (BEB), an investment accounted for by the equity method, and in part by a consolidated affiliate in Germany. In 2002, cash in the amount of $1,466 million was received from BEB and included in cash flows from operating activities. This cash from BEB was a loan and was part of a restructuring that enabled BEB to transfer its holdings in Ruhrgas AG provided regulatory approval was received. No income was recorded in 2002.  In the first quarter of 2003, upon receipt of regulatory approvals, the Ruhrgas AG shares held by BEB were transferred, cash was received for the shares held by the consolidated affiliate and a one-time gain of $1,700 million after tax was recognized in net income. The $2,240 million reduction in 2003 cash flow from operating activities reflects the pre-tax gains from the transaction. The cash generated from these gains for the BEB portion of the transaction was reported in 2002. For the shares held by the consolidated affiliate, the cash received was reported in cash flows from investing activities in 2003.


Investing activities used net cash of $1,581 million compared to $735 million in the prior year.  Spending for additions to property, plant and equipment was $2,810 million.  Proceeds from asset divestments were lower reflecting the absence of the proceeds from the Ruhrgas transaction.


-19-


Net cash used in financing activities was $3,170 million in the first three months of 2004 versus $2,944 million in the same period last year reflecting increased purchases of ExxonMobil shares in the current year.


During the first quarter of 2004, The corporation purchased 47 million shares of its common stock for the treasury at a gross cost of $1,953 million.  These purchases were to offset shares issued in conjunction with company benefit plans and programs and to reduce the number of shares outstanding.  Shares outstanding were reduced from 6,568 million at the end of the fourth quarter of 2003 to 6,540 million at the end of the first quarter.  Purchases may be made in both the open market and through negotiated transactions.  Purchases may be increased, decreased or discontinued at any time without prior notice.


Total debt of $10.0 billion at March 31, 2004 was $0.4 billion higher than at year-end 2003.  The corporation's debt to total capital ratio was 9.5 percent at the end of the first quarter of 2004, compared to 9.3 percent at year-end 2003.


Although the corporation issues long-term debt from time to time and maintains a revolving commercial paper program, internally generated funds cover the majority of its financial requirements.


Litigation and other contingencies are discussed in note 4 to the unaudited condensed consolidated financial statements.  There are no events or uncertainties known to management beyond those already included in reported financial information that would indicate a material change in future operating results or future financial condition.


The corporation, as part of its ongoing asset management program, continues to evaluate its mix of assets for potential upgrade.  Because of the ongoing nature of this program, dispositions will continue to be made from time to time which will result in either gains or losses.  



TAXES


   

  First Three Months

 
 


 


 

       2004

 

       2003

 
 


(millions of dollars)

 

Taxes

            

Income taxes

      

$

3,522

 

$

3,388

 

Excise taxes

       

6,416

  

5,831

 

All other taxes and duties

       

10,853

  

9,465

 

Total

      

$

20,791

 

$

18,684

 
             

Effective income tax rate

       

41.8

%

 

36.4

%


Income, excise and all other taxes for the first three months of 2004 of $20,791 million were up $2,107 million compared to last year.  First three months of 2004 income tax expense was $3,522 million and the effective income tax rate was 41.8 percent, compared to $3,388 million and 36.4 percent, respectively, in the prior year period.  The effective income tax rate in the first three months of 2004 was similar to the prior year, excluding the income tax effects of the gain on the Ruhrgas share transfer.  During both periods, the corporation continued to benefit from the favorable resolution of tax related issues.  Excise and all other taxes and duties were higher reflecting higher prices and foreign exchange effects.


-20-



CAPITAL AND EXPLORATION EXPENDITURES


   

  First Three Months

 
 


 


 

       2004

 

      2003

 
 


(millions of dollars)

 

Capital and exploration expenditures

            

Upstream (including exploration expenses)

      

$

2,704

 

$

2,784

 

Downstream

       

510

  

581

 

Chemical

       

132

  

121

 

Other

       

55

  

10

 

Total

      

$

3,401

 

$

3,496

 


In the first quarter, ExxonMobil continued its active investment program, spending $3,401 million on capital and exploration projects, compared with $3,496 million last year, reflecting continued strong levels of upstream spending.


In 2003, the corporation invested over $15 billion in capital projects and exploration activities and expects to stay at that level for the next couple of years.  ExxonMobil is pursuing all attractive opportunities with the same disciplined investment approach that has delivered results in the past.



FORWARD-LOOKING STATEMENTS


Statements in this discussion relating to future plans, projections, events, or conditions are forward-looking statements.  Actual results, including production growth and capital spending, could differ materially due to changes in long-term oil or gas prices or other changes in market conditions affecting the oil and gas industry; political events or disturbances; reservoir performance; changes in OPEC quotas; timely completion of development projects; changes in technical or operating conditions; and other factors including those discussed herein and under the heading "Factors Affecting Future Results" in Item 1 of ExxonMobil's 2003 Form 10-K.



-21-


EXXON MOBIL CORPORATION



Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Information about market risks for the three months ended March 31, 2004, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2003.


Item 4.  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 March 31, 2004.  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 quarterly 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 II.  OTHER INFORMATION


Item 1.  Legal Proceedings


The New York State Department of Environmental Conservation ("NYSDEC") issued a Notice of Hearing and Complaint on March 24, 2004 alleging that ExxonMobil Oil Corporation in whole or in part is responsible for a discharge of 17 million gallons of petroleum prior to 1978 in connection with past operations at its Brooklyn terminal.  The NYSDEC also alleges that the Brooklyn terminal had numerous spills after 1978, in violation of New York navigational law. The NYSDEC is seeking natural resource damages.   The complaint does not specify a penalty amount, but it is possible that the penalty sought will exceed $100,000.


The corporation received a communication from the NYSDEC on December 19, 2003, threatening an enforcement action for failure to report spills, willful failure to advise the NYSDEC of the presence of free product on an adjacent site, and other alleged Navigation Law violations at a Mobil-branded service station in Springfield Gardens, New York.  The NYSDEC made an initial penalty demand of $400,000 to settle this matter prior to the filing of an enforcement action.


Refer to the relevant portions of note 4 on pages 6 through 8 of this Quarterly Report on Form 10-Q for further information on legal proceedings.


-22-


Item 2.  Changes in Securities and Use of Proceeds


 

ISSUER PURCHASE OF EQUITY SECURITIES FOR QUARTER ENDED MARCH 31, 2004

          
       

Total Number of

 

Maximum Number

       

Shares Purchased

 

of Shares that May

   

Total Number

 

Average

 

as Part of Publicly

 

Yet Be Purchased

   

of Shares

 

Price Paid

 

Announced Plans

 

Under the Plans or

 

Period

 

Purchased

 

per Share

 

or Programs

 

Programs


 

January, 2004

 

13,505,355

 

40.90

 

13,505,355

  
          
 

February, 2004

 

13,976,776

 

41.62

 

13,976,776

  
          
 

March, 2004

 

19,609,326

 

41.78

 

19,609,326

  
          
 

Total

 

47,091,457

 

41.48

 

47,091,457

 

(See Note 1)


Note 1 -- On August 1, 2000, the corporation announced its intention to resume purchases of shares of its common stock for the treasury both to offset shares issued in conjunction with company benefit plans and programs and to gradually reduce the number of shares outstanding.  The announcement did not specify an amount or expiration date.  The corporation has continued to purchase shares since this announcement and to report purchased volumes in its quarterly earnings releases.  Purchases may be made in both the open market and through negotiated transactions, and purchases may be increased, decreased or discontinued at any time without prior notice.



Item 6.  Exhibits and Reports on Form 8-K


a)

Exhibits


31.1

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief

 

  Executive Officer.


31.2

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal

  Accounting Officer.


31.3

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal

  Financial Officer.


32.1

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief

  

 

  Executive Officer.


32.2

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal

 

  Accounting Officer.


32.3

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal

 

  Financial Officer.


-23-


b)

Reports on Form 8-K


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.


On March 17, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9, and also pursuant to Item 12, its 2003 Financial and Operating Review.


On March 17, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 12 a transcript of remarks made and questions answered by senior executives of the registrant at an analysts' meeting held on March 10, 2004.


On March 30, 2004, 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 April 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 April 29, 2004, announcing first quarter results and the information in the related 1Q04 Investor Relations Data Summary.



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.



-24-






EXXON MOBIL CORPORATION



SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




EXXON MOBIL CORPORATION




Date: May 7, 2004  

By:   /s/      DONALD D. HUMPHREYS               

        Name:  Donald D. Humphreys

           

        Title:     Vice President, Controller and

                      Principal Accounting Officer



-25-




INDEX TO EXHIBITS


Exhibit

Description


31.1

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

  Chief Executive Officer.


31.2

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

  Principal Accounting Officer.


31.3

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

  Principal Financial Officer.


32.1

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief

  

  Executive Officer.


32.2

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal

 

   Accounting Officer.


32.3

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal

 

   Financial Officer.


-26-