SEC File No 33-18130 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549-1004 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the Fiscal Year Ended January 31, 1997 EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION (Full title of the plan) MOBIL CORPORATION 3225 Gallows Road, Fairfax, Virginia 22037-0001 Telephone: (703) 846-3000 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 13-2850309 (IRS Employer Identification No.) EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION FORM 11-K FOR THE FISCAL YEARS ENDED JANUARY 31, 1996 AND 1997 TABLE OF CONTENTS Page Report of Ernst & Young LLP, Independent Auditors............... 1 Statements of Net Assets Available for Benefits................. 2 Statements of Changes in Net Assets Available for Benefits...... 3 Notes to Plan Financial Statements.............................. 4 Supplemental Information: Schedule of Assets Held for Investment Purposes............... 12 Schedule of Reportable Transactions........................... 13 Signature....................................................... 14 Exhibit Index................................................... 15 Exhibit 23 - Consent of Ernst & Young LLP, Independent Auditors. 16 A schedule of party-in-interest transactions has not been presented because there were no such prohibited transactions. REPORT OF INDEPENDENT AUDITORS Board of Directors MOBIL OIL CORPORATION We have audited the accompanying statements of net assets available for benefits of the Employees Savings Plan of Mobil Oil Corporation (the Plan) as of January 31, 1996 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at January 31, 1996 and 1997, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of January 31, 1997 and reportable transactions for the year ended January 31, 1997, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Fairfax, Virginia Ernst & Young LLP April 11, 1997 - 1 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS At January 31, 1996 1997 (000's) (000's) Investments, at current value (Note 7)............... $4,881,530 $5,327,768 Company contributions receivable..................... 171,884 164,049 Participant contributions receivable................. 12,396 13,891 Dividends and interest receivable.................... 23,527 22,396 Cash................................................. 9,051 11,266 ---------- ---------- 5,098,388 5,539,370 Less: Accrued interest payable (Note 4).................. 21,546 19,121 Long-term debt (Note 4)............................ 577,700 525,600 ---------- ---------- 599,246 544,721 Net assets available for benefits at end of year..... $4,499,142 $4,994,649 ========== ========== See accompanying notes - 2 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended January 31, 1996 1997 (000's) (000's) Contributions: Savings Account Company (Note 4)................................. $ 56,752 $ 39,347 Participant...................................... 39,630 31,895 401(k) Account Company.......................................... 21,843 17,888 Participant...................................... 61,474 58,431 ---------- ---------- Total contributions.............................. 179,699 147,561 ---------- ---------- Investment income (Note 8): Dividend income Mobil Common Stock............................... 67,236 66,626 Mobil ESOP Convertible Preferred Stock (Note 4).. 55,930 53,353 Interest and other investment income............... 110,477 116,297 Realized and unrealized gains and losses on investments...................................... 829,016 691,543 ----------- ---------- Investment income................................ 1,062,659 927,819 ----------- ---------- Interest expense on long-term debt (Note 4).......... (54,088) (47,218) Transfers in (Notes 1 and 5)......................... 23,987 70,755 Distributions to participants and transfers out(Notes 1 and 5)............................... (403,909) (603,410) ---------- ---------- Net increase in net assets available for benefits 808,348 495,507 Net assets available for benefits: Beginning of year................................. 3,690,794 4,499,142 ---------- ---------- End of year....................................... $4,499,142 $4,994,649 ========== ========== See accompanying notes - 3 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION NOTES TO PLAN FINANCIAL STATEMENTS JANUARY 31, 1996 and 1997 Note 1. Description of the Plan Eligibility - Regular employees of Mobil Oil Corporation and its participating affiliates (Mobil) generally become eligible to participate in the Employees Savings Plan of Mobil Oil Corporation (the Plan) on the first of the month after completion of one year of service. Concurrent with the sale to Tenneco of Mobil Chemical Company's Plastics Division in November 1995, the following provisions were made for its Plan participants: (i) all accounts became fully vested, (ii) participants were allowed under certain conditions to transfer their account balances directly to a Tenneco plan during a window period from April 1, 1995 through September 30, 1996, (iii) a lump sum distribution window was opened through December 31, 1997, and (iv) participants became eligible to initiate loans during the five year period ending November 17, 2000. During the Plan years ended January 31, 1996 and 1997, participants transferred from their accounts a total $9,325,816 and $2,177,733, respectively, to the Tenneco Plan. On October 1, 1996, the Station Operators, Inc. Retirement Savings Plan of Mobil Oil Corporation (the SOI Plan) was merged into the Plan. Participants in the SOI Plan became participants in the Plan, except that they became ineligible to receive Mobil's contributions in the Plan's 401(k) Account. The merger resulted in the transfer of net assets totalling $5,188,040 to the Plan. On November 1, 1996, Mobil's Pasadena Hourly Thrift Plan (the Pasadena Plan) was merged into the Plan. Participants in the Pasadena plan became participants in the Plan, except that they became ineligible to receive Mobil's contributions in the Plan's 401(k) Account, and became eligible to receive a 2% ESOP allocation in the Plan's Savings Account. The merger resulted in the transfer of net assets totalling $1,947,028 to the Plan. Contributions - The Plan is composed of two parts: Savings Account - Employees can make after-tax contributions to the Savings Account of the Plan, subject to certain tax law limitations. The maximum permitted employee contribution to the Savings Account is 15% of base pay (plus certain make-up contributions). Mobil continues to contribute sufficient funds to provide an allocation of Mobil's Series B ESOP Convertible Preferred Stock (Mobil ESOP Convertible Preferred Stock) equal to 4% of employees' base pay (except for (i) Pasadena Hourly participants, whose allocation percentage is 2%, and (ii) Films division participants, whose allocation percentage has been increased from 4% to 5% for the year ended January 31, 1998), plus additional Mobil ESOP Convertible Preferred Stock in lieu of preferred cash dividends on such stock. 401(k) Account - This includes employee pre-tax contributions and Mobil's pre-tax contributions of 2% of base pay (3% for pre-January 1, 1969 employees). SOI and Pasadena Hourly participants are ineligible to receive Mobil contributions. An employee can elect to receive a portion or all of Mobil's contribution in cash. The combined Mobil and employee contributions to this account cannot exceed 15% of the employee's eligible compensation. Federal regulations governing the 401(k) Account limit some employees to less than a 15% combined Mobil and employee 401(k) contribution. - 4 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION NOTES TO PLAN FINANCIAL STATEMENTS JANUARY 31, 1996 AND 1997 Note 1. Description of the Plan - continued Vesting - Mobil's contributions to the Savings Account and related investment income become vested upon completion of five years of employment. Mobil's contributions to the 401(k) account and all employee contributions and related earnings are immediately vested. The terms of the Plan are more fully described in the Summary Plan Description, which is furnished to each participant. Note 2. Administration of Plan Assets The Plan is administered by Mobil Oil Corporation acting through fiduciaries designated by its Board of Directors to serve at its discretion. Merrill Lynch, Pierce, Fenner and Smith Inc. is the record-keeper for the Plan. Merrill Lynch Trust Company (Merrill Lynch) is the trustee, with the exception of the ESOP portion of the Plan, of which Bankers Trust Company is the trustee. Note 3. Major Accounting Policies Security valuation - Mobil Common Stock is valued at the Plan's average sales price for the day (based on the New York Stock Exchange), on the day of valuation or, lacking any sales on that day, at the most recent bid quotation. Mobil's ESOP Convertible Preferred Stock units (1/100th of a share) are stated at current value, which is the higher of the liquidation value or current market value. Liquidation value is the minimum price guaranteed by Mobil, $77.75 per unit. Current market value is defined as the average sales price for Mobil Common Stock as defined in the previous paragraph. Long-Term Fixed Income Funds and the Merrill Lynch Floating Rate Long-Term Fixed Income Fund (LTFI)are stated at current value, which approximates fair value, representing the original cost, plus interest (based upon the crediting rates of the underlying contracts) reduced by transfers out and withdrawals. The Aim Charter Fund, the Merrill Lynch Global Allocation Fund, the Merrill Lynch Institutional Fund, the Franklin U.S. Government Securities Fund, the MFS Emerging Growth Fund, the Templeton Foreign Fund and the Templeton Developing Markets Trust are publicly traded and valued at the closing sale price of the last business day of the Plan year. The Jennison Fund and the Merrill Lynch Equity Index Trust are stated at current value, which approximates the fair value of the funds' underlying securities and encompass dividends, interest, gains and losses and administration fees in the values of each unit. Participant loans represent the outstanding principal balances of the loans and are valued at cost, which approximates current value. Additional descriptions of the investment choices in the Plan are available to the participants from Merrill Lynch. - 5 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION NOTES TO PLAN FINANCIAL STATEMENTS JANUARY 31, 1996 AND 1997 Note 3. Major Accounting Policies - continued Investment income - Dividends from Mobil Common Stock are accrued on the ex- dividend date. The minimum annual dividend on a unit of Mobil ESOP Convertible Preferred Stock accrues on a monthly basis, and is set at $6.00 per year. If the aggregate declared dividends on a share of Mobil Common Stock for the six months before a semi-annual dividend on the Mobil ESOP Convertible Preferred Stock exceed $3.00 per share, the semi-annual dividend on a unit of the Mobil ESOP Convertible Preferred Stock will be at least the same as such aggregate dividends on a share of Mobil Common Stock. All other earnings are stated on an accrual basis. Investment income from all sources is stated net of investment management, trustee, audit and other third party fees of approximately $1,570,000 and $2,427,000 for the years ended January 31, 1996 and 1997, respectively. Security transactions are recorded on a trade date basis. Realized and unrealized gains and losses are based on an average cost method. Forfeitures - Amounts forfeited (non-vested Mobil contributions and accumulated earnings thereon) under the Plan are used to reduce Mobil contributions. Unapplied forfeitures at January 31 are accounted for as reductions in Mobil contributions. Reclassifications - Certain amounts in the financial statements for the year ended January 31, 1996, have been reclassified to conform to the 1997 presentation. Use of estimates - The preparation of the financial statements in accordance with generally accepted accounting principles requires Mobil to make certain estimates and assumptions affecting amounts in the financial statements. Actual results could differ from these estimates and assumptions. Note 4. Employee Stock Ownership Plan (ESOP) In November 1989, the ESOP trust, supported by Mobil guarantees, privately placed $800,000,000 of floating interest rate notes due November 22, 2004, and used the proceeds to purchase 102,894 shares of Mobil ESOP Convertible Preferred Stock at a price equal to liquidation value, or $7,775 per share. Each share is convertible into 100 shares of Mobil Common Stock and is entitled to 100 votes. On February 27, 1990, the ESOP trust issued and Mobil guaranteed $800,000,000 of 9.17% Sinking Fund Debentures due February 29, 2000, pursuant to Rule 415 under the Securities Act of 1933. The ESOP trust used the proceeds to retire the floating interest rate notes due November 22, 2004. - 6 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION NOTES TO PLAN FINANCIAL STATEMENTS JANUARY 31, 1996 AND 1997 Note 4. Employee Stock Ownership Plan (ESOP) - continued The ESOP trust has a shelf registration on file with the Securities and Exchange Commission that would, as of January 31, 1997, permit the offer and sale of $190 million of debt securities, guaranteed by Mobil, pursuant to Rule 415. As of January 31, 1997, the ESOP trust issued and Mobil guaranteed an aggregate of $110 million of medium-term notes under this shelf registration. The proceeds of sale of these notes were used to retire identical principal amounts of existing debt, and the proceeds of the issue and sale of any other debt securities issued and sold under this shelf registration would be used for the same purpose. Interest on these medium-term notes is due semi-annually. A summary of these medium-term notes is as follows: Date of Interest Maturity Issuance Amount Rate Date 2/28/94 $25,000,000 6.220% 2/28/02 8/31/94 15,000,000 7.550% 2/28/02 2/28/95 30,000,000 8.225% 8/31/04 8/31/96 25,000,000 6.700% 8/31/00 8/31/96 15,000,000 6.625% 2/28/01 Principal and interest payments on the debentures and medium term notes are due semi-annually. Fiscal year annual principal maturities are as follows: $103,600,000 in 1998; $115,800,000 in 1999; $135,600,000 in 2000; $85,600,000 in 2001; $15,000,000 in 2002; and $70,000,000 thereafter. Only assets held in the ESOP trust are subject to recourse by creditors of the ESOP trust. On February 28, 1997, the ESOP trust issued and Mobil guaranteed medium term notes of $25,000,000 at 6.25%, due August 31, 2001, and $10,000,000 at 6.30%, due September 3, 2002. The ESOP trust uses dividends on the Mobil ESOP Convertible Preferred Stock, together with contributions from Mobil, to repay the ESOP debt (principal and interest). The amount of ESOP debt repaid each Plan year results in the release of shares of Mobil ESOP Convertible Preferred Stock to be available for allocation to Plan participants' accounts. Mobil contributes semi-annually sufficient funds to ensure that each participant's account is credited with Mobil ESOP Convertible Preferred Stock as discussed in Note 1. Plan participants earned 531,391 and 390,438 pay-based units of Mobil ESOP Convertible Preferred Stock, plus credit for fractional units, for the fiscal years ended January 31, 1996 and 1997, respectively. The aggregate fair values of these units were $53,492,407 in 1996 and $44,475,803 in 1997. In addition, Plan participants earn units of Mobil ESOP Convertible Preferred Stock equal to the value of the preferred dividends on units allocated to participant accounts. The units of Mobil ESOP Convertible Preferred Stock earned by dividends were 222,232 with a fair value of $22,365,354 in 1996, and 214,797 with a fair value of $24,513,138 in 1997. - 7 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION NOTES TO PLAN FINANCIAL STATEMENTS JANUARY 31, 1996 AND 1997 Note 4. Employee Stock Ownership Plan (ESOP) - continued As of January 31, 1996 and 1997, the Plan held 5,240,436 and 4,635,201 units, respectively, of Mobil ESOP Convertible Preferred Stock, which have yet to be earned by employees. The current values of these unearned units were $580,378,287 in 1996 and $608,370,131 in 1997. Net assets available for benefits at January 31, 1996 and 1997, included unrealized gains on the unallocated units of $172,934,388 and $247,983,254, respectively, since the ESOP's inception. Financial statements for the ESOP are included in the financial statements of the Plan. Summarized financial data for the ESOP are as follows: 1996 1997 (000's) (000's) At January 31: Current value of Mobil ESOP Convertible Preferred Stock (shares outstanding 1996 - 92,383; 1997 - 87,786).....$1,023,141 $1,152,198 Company contribution receivable......................... 170,393 162,457 Dividends receivable.................................... 22,985 21,878 Less: Accrued interest payable.............................. 21,546 19,121 Long-term debt........................................ 577,700 525,600 -------- -------- Net assets available for benefits....................... $617,273 $791,812 ======== ======== Year Ended January 31: Company contributions................................... $ 56,752 $ 39,347 Dividend income......................................... 55,930 53,353 Realized and unrealized gains on investments............ 229,603 182,551 Less: Interest expense...................................... 54,088 47,218 Distributions to participants......................... 31,360 53,494 -------- -------- Net increase in net assets available for benefits........ $256,837 $174,539 ======== ======== Note 5. Contributions and Distributions Mobil's contributions are net of forfeitures of $559,010 and $650,123 for the years ended January 31, 1996 and 1997, respectively. Transfers in include participant-initiated rollovers of certain distributions from other tax-qualified plans into the Savings Account, and the merger of other Mobil plans into the Plan (see Note 1). The Plan provides for the payment of vested benefits upon termination, death, disability or retirement. Effective June 1, 1995, the 401(k) hardship withdrawal provision was expanded to permit withdrawals to pay expenses for room and board as part of post-secondary education costs. Effective August 1, 1995, former employees and beneficiaries were granted the right to make partial withdrawals from their 401(k) and Savings Accounts, subject to the same rules as are applicable to active employees. - 8 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION NOTES TO PLAN FINANCIAL STATEMENTS JANUARY 31, 1996 AND 1997 Note 6. Participant Loans The Plan allows participants to borrow against their accounts in the trust. Loan interest rates are reviewed quarterly and determined for new loans, if appropriate, based on the "Bank Prime Loan" rate for the last business day of the second preceding calendar month, as published in Federal Reserve Statistical Release H.15. The term of loans may be any monthly increment between 12 and 60 months. Effective February 1, 1995, the limit on the maximum loan amount imposed by the rule that monthly repayment amounts cannot exceed 10% of base pay was removed. The maximum loan amount permitted is the lesser of (i) one-half the current value of the vested portion of the participant's account less any outstanding loan balance, or (ii) $50,000 less the maximum outstanding loan balance in the preceding twelve months. The Plan was amended in 1996 to permit employees whose employment with Mobil was terminated as a result of the sale of operations in Nichols, Florida, the sale of the Consumer Products Division and Mobil Natural Gas Inc.'s asset sale and joint venture to continue repaying their outstanding loans in accordance with the existing repayment schedules. Note 7. Plan Investments Investments in the Plan at January 31, 1996 were as follows: Number of Current Shares Cost Value or Units (000's) (000's) Mobil Common Stock*....................... 17,689,088 $ 995,629 $1,959,067 Mobil ESOP Convertible Preferred Stock.... 92,383 718,278 1,023,141 Merrill Lynch Floating Rate Long-Term Fixed Income Fund....................... 569,412,660 569,413 569,413 Jennison Equity Fund...................... 14,471,579 328,846 566,562 Merrill Lynch Institutional Fund.......... 147,102,417 147,102 147,102 MFS Emerging Growth Fund.................. 1,737,398 43,554 47,049 Merrill Lynch Global Allocation Fund...... 4,273,430 56,788 60,810 Merrill Lynch Equity Index Trust.......... 670,074 23,470 27,770 Franklin U. S. Government Securities Fund. 8,073,080 54,662 56,269 AIM Charter Fund.......................... 3,409,019 32,823 34,602 Templeton Foreign Fund.................... 2,499,353 23,561 23,694 Templeton Developing Markets Trust........ 990,671 13,518 14,147 Long-Term Fixed Income Funds: Restricted Option 12................. 7,253,784 73,702 110,838 Restricted Option 13................. 11,165,106 112,560 148,161 Participant Loans......................... - 92,905 92,905 ---------- ---------- Total investments $3,286,811 $4,881,530 ========== ========== * Represents 4.5% of the 394,316,934 shares outstanding at January 31, 1996. - 9 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION NOTES TO PLAN FINANCIAL STATEMENTS JANUARY 31, 1996 AND 1997 Note 7. Plan Investments - continued Investments in the Plan as of January 31, 1997 were as follows: Number of Current Shares Cost Value or Units (000's) (000's) Mobil Common Stock*....................... 15,046,411 $ 916,836 $1,974,841 Mobil ESOP Convertible Preferred Stock.... 87,786 682,536 1,152,198 Merrill Lynch Floating Rate Long-Term Fixed Income Fund....................... 799,352,060 799,352 799,352 Jennison Equity Fund...................... 14,070,613 359,106 710,285 Merrill Lynch Institutional Fund.......... 147,357,803 147,358 147,358 MFS Emerging Growth Fund.................. 3,502,381 98,987 112,356 Merrill Lynch Global Allocation Fund...... 5,571,731 76,935 82,517 Merrill Lynch Equity Index Trust.......... 1,149,616 47,235 60,038 Franklin U.S. Government Securities Fund.. 8,383,658 56,606 56,841 AIM Charter Fund.......................... 4,828,425 49,430 56,541 Templeton Foreign Fund.................... 5,073,095 49,537 53,268 Templeton Developing Markets Trust........ 2,105,973 30,886 34,896 Participant Loans......................... - 87,277 87,277 ---------- ---------- $3,402,081 $5,327,768 * Represents 3.8% of the 394,130,120 shares outstanding at January 31, 1997. Additional investments in Restricted Options 12 and 13 are not permitted. The contractually agreed annual effective interest yields were: 8.69% through June 30, 1996 for Restricted Option 12 and 7.18% through January 2, 1997 for Restricted Option 13. The average crediting interest rate of the Merrill Lynch Floating Rate Long- Term Fixed Income Fund for the years ended January 31, 1996 and 1997 was 6.6% and 6.5%, respectively. The annualized crediting interest rate at January 31, 1996 and 1997 was 6.6% and 6.5%, respectively. Crediting rates fluctuate with the activities of the underlying contracts. This investment choice has no fixed term nor a minimum crediting interest rate in that context. At January 31, 1996 and 1997, the percentage of the Plan's net assets that were investments in or receivables from Mobil was 71% and 66%, respectively. On January 31, 1997, Mobil's directors authorized a two for one split of Mobil Common Stock and a 100% dividend on the Mobil ESOP Convertible Preferred Stock, subject to shareholder approval in May 1997. If the shareholders give this approval, the dividend rate on and the liquidation price of the Mobil ESOP Convertible Preferred Stock will be cut in half. The record date for the split of the Mobil Common Stock and the 100% dividend on the Mobil ESOP Convertible Preferred Stock will be May 20, 1997. - 10 - EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION NOTES TO PLAN FINANCIAL STATEMENTS JANUARY 31, 1996 AND 1997 Note 8. Investment Income Total investment income, including realized and unrealized gains and losses, was as follows: 1996 1997 (000's) (000's) Mobil Common Stock............................. $ 516,905 $407,337 Mobil ESOP Convertible Preferred Stock......... 285,533 235,902 Merrill Lynch Floating Rate Long-Term Fixed Income Fund.................................. 29,048 38,925 Jennison Equity Fund........................... 146,317 160,795 Merrill Lynch Institutional Fund............... 9,557 7,550 MFS Emerging Growth Fund....................... 3,823 13,611 Merrill Lynch Global Allocation Fund........... 10,892 10,002 Merrill Lynch Equity Index Trust............... 4,638 10,449 Franklin U.S. Government Securities Fund....... 5,109 2,436 AIM Charter Fund............................... 5,127 9,990 Templeton Foreign Fund......................... 917 5,851 Templeton Developing Markets Trust............. 848 4,606 Long-Term Fixed Income Funds: Restricted Option 10...................... 13,041 - Restricted Option 11...................... 4,346 - Restricted Option 12...................... 9,265 3,769 Restricted Option 13...................... 10,443 9,285 Participant loans & other...................... 6,850 7,311 ---------- -------- $1,062,659 $927,819 Note 9. Tax Status On October 12, 1995, the Internal Revenue Service (IRS) determined that the Plan, as amended to include the ESOP, continued to be a qualified plan under Section 401(a) of the Internal Revenue Code (the Code), that the ESOP portion qualifies as an employee stock ownership plan under section 4975(e)(7) of the Code, and that the Trust thereunder (the Trust) is exempt from Federal income tax under Section 501(a) of the Code. Note 10. Plan Termination While Mobil has not expressed an intent to terminate the Plan, it may do so at any time, subject to the provisions of the Employee Retirement Income Security Act (ERISA). In the event the Plan is terminated, all participants will become fully vested in their accounts and the net assets of the Plan shall be distributed among the participants in accordance with ERISA. - 11 - SUPPLEMENTAL INFORMATION EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES JANUARY 31, 1997 Description of Investment, CURRENT Identity of Issue, Borrower, Including Maturity Date, Rate of COST VALUE Lessor or Similar Party Interest, Par or Maturity Value (000's) (000's) - ---------------------------------------------------------------------------------------------------- Corporate Stocks: Mobil Common Stock* 15,046,411 shares $ 916,836 $1,974,841 Mobil ESOP Convertible Preferred Stock* 87,786 shares 682,536 1,152,198 Registered Investment Companies: Merrill Lynch Institutional Fund* 147,357,803 shares 147,358 147,358 Common Collective Trusts: Massachusetts Financial Services Company MFS Emerging Growth Fund 3,502,381 shares 98,987 112,356 Merrill Lynch Global Allocation Fund* 5,571,731 shares 76,935 82,517 Merrill Lynch Equity Index Trust* 1,149,616 shares 47,235 60,038 Franklin Custodian Funds, Inc. Franklin U.S. Government Securities Fund 8,383,568 shares 56,606 56,841 AIM Charter Fund 4,828,425 shares 49,430 56,541 Franklin Templeton Group Templeton Foreign Fund 5,073,095 shares 49,537 53,268 Franklin Templeton Group Templeton Developing Markets Trust 2,105,973 shares 30,886 34,896 Other investments: Jennison Associates Capital Corporation Jennison Equity Fund 14,070,613 units 359,106 710,285 Merrill Lynch Floating Rate Long-Term Fixed Income Fund* 799,352,060 shares 799,352 799,352 Participant loans, 6.0% to 9.0% interest rate range* 87,277 87,277 ---------- ---------- $3,402,081 $5,327,768 * Party-in-interest as defined by ERISA - 12 - SUPPLEMENTAL INFORMATION EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED JANUARY 31, 1997 Expense Current Incurred Value at Net Identity Purchase Selling Lease With Cost of Transaction Gain of Party Price** Price** Rental Transaction Asset Date (Loss) Involved Description of Asset (000's) (000's) (000's) (000's) (000's) (000's) (000's) - ---------------------------------------------------------------------------------------------------------- Series of Transactions (Category iii) Mobil* Mobil Common Stock 1,020 Purchases $348,313 $348,313 1,095 Sales $392,260 310,915 $392,260 $ 81,345 Merrill Merrill Lynch Floating Lynch* Rate LTFI 1,088 Purchases 654,901 654,901 1,022 Sales 425,981 425,981 425,981 - * Party-in-interest as defined by ERISA There were no category (i), (ii) or (iv) reportable transactions for the fiscal year. - 13 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Mobil Oil Corporation, the administrator of the Employees Savings Plan of Mobil Oil Corporation, has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. EMPLOYEES SAVINGS PLAN OF MOBIL OIL CORPORATION MOBIL OIL CORPORATION BY /s/ GORDON G. GARNEY NAME AND TITLE Gordon G. Garney, Senior Assistant Secretary DATE May 9, 1997 - 14 - EXHIBIT INDEX EXHIBIT SUBMISSION MEDIA 23. Consent of Ernst & Young LLP, Electronic Independent Auditors, dated May 2, 1997. - 15 -