______________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549-1004 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 Commission file number 1-7555 MOBIL CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-2850309 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3225 Gallows Road, Fairfax, VA. 22037-0001 (Address of principal executive offices) (Zip Code) (703) 846-3000 Registrant's telephone number 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 . The number of shares outstanding of the registrant's common stock, all of which comprise a single class with a $1.00 par value, as of July 31, 1997, the latest practicable date, was 785,896,425. ____________________________________________________________ MOBIL CORPORATION Form 10-Q Quarterly Report June 30, 1997 TABLE OF CONTENTS ________________________________________________________________ PART I - FINANCIAL INFORMATION Page Item 1. Condensed Consolidated Financial Statements Consolidated Statement of Income for the Three and Six Months Ended June 30, 1996 and 1997 ....................... 1 Consolidated Balance Sheet at December 31, 1996 and June 30, 1997 ............................ 2 Consolidated Statement of Cash Flows for the Six Months Ended June 30, 1996 and 1997 ...... 3 Notes to Condensed Consolidated Financial Statements ................................... 4 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition .......... 5 PART II - OTHER INFORMATION Item 1. Legal Proceedings ................................ 14 Item 2. Changes in Securities ............................ 15 Item 3. Defaults Upon Senior Securities .................. 15 Item 4. Submission of Matters to a Vote of Security Holders ........................................ 15 Item 5. Other Information ................................ 15 Item 6. Exhibits and Reports on Form 8-K ................. 15 SIGNATURE .................................................. 16 EXHIBIT INDEX .............................................. 17 Exhibit 11. Computation of Earnings per Common Share ..... 18 Exhibit 12. Computation of Ratio of Earnings to Fixed Charges .................................... 20 ________________________________________________________________ PART I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements MOBIL CORPORATION CONSOLIDATED STATEMENT OF INCOME (In millions, except per-share amounts) For the Three Months | For the Six Months Ended June 30, | Ended June 30, ____________________ | __________________ | 1996 1997 | 1996 1997 _________ _______ | ________ _______ Revenues | Sales and services (a) .............. $19,262 $16,372 | $37,790 $32,307 Income from equity investments, asset | sales, interest and other ......... 258 377 | 430 628 ------- ------- | ------- ------- | Total Revenues .................... 19,520 16,749 | 38,220 32,935 ------- ------- | ------- ------- Costs and Expenses | Crude oil, products and operating | supplies and expenses ............. 11,228 10,531 | 21,899 20,999 Exploration expenses ................ 72 82 | 148 157 Selling and general expenses......... 1,239 1,136 | 2,365 1,942 Depreciation, depletion and amortization 603 615 | 1,258 1,258 Interest and debt discount expense .. 97 91 | 213 189 Taxes other than income taxes (a) ... 4,693 2,706 | 9,227 5,112 Income taxes ........................ 805 738 | 1,591 1,602 ------- ------- | ------- ------- Total Costs and Expenses .......... 18,737 15,899 | 36,701 31,259 ------- ------- | ------- ------- Net Income ............................ $ 783 $ 850 | $ 1,519 $ 1,676 ======= ======= | ======= ======= | Net Income Per Common Share (b)(c)..... $ .98 $ 1.06 | $ 1.89 $ 2.10 ======= ======= | ======= ======= | Dividends Per Common Share (c)......... $ .50 $ .53 | $ .963 $ 1.06 ======= ======= | ======= ======= | | | Notes: | | (a) Includes excise and state gasoline | taxes of ........................ $ 2,235 $ 1,524 | $ 4,372 $ 2,946 | (b) Based on net income less preferred | stock dividend requirements of .. $ 13 $ 13 | $ 27 $ 26 divided by the weighted average | number of common shares outstanding | (000's) of (c)................... 788,506 787,005 | 788,741 787,574 (c) Shares outstanding and per share amounts reflect a two-for-one stock split which had a record date of May 20, 1997. Prior year share numbers and per share amounts have been restated on a comparable basis. The accompanying notes are an integral part of these condensed consolidated financial statements. -1- MOBIL CORPORATION CONSOLIDATED BALANCE SHEET (In millions) Dec. 31, June 30, ASSETS 1996 1997 _______ _______ Current Assets Cash and cash equivalents ........................... $ 808 $ 887 Accounts and notes receivable ....................... 8,192 6,516 Inventories ......................................... 3,017 2,522 Prepaid expenses and other current assets............ 627 783 Deferred income taxes ............................... 251 218 ------- ------- Total Current Assets .............................. 12,895 10,926 Investments and Long-Term Receivables ................. 5,078 7,669 Properties, Plants and Equipment ...................... 55,127 50,551 Less: Accumulated Depreciation, Depletion and Amortiz. 27,648 25,485 ------- ------- Net Properties, Plants and Equipment .................. 27,479 25,066 Deferred Charges and Other Assets ..................... 956 899 ------- ------- Total Assets ...................................... $46,408 $44,560 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term debt ..................................... $ 3,425 $ 4,218 Accounts payable .................................... 5,935 4,290 Accrued liabilities ................................. 2,968 2,386 Income, excise, state gasoline and other taxes payable 2,615 1,943 Deferred income taxes ............................... 305 227 ------- ------- Total Current Liabilities ......................... 15,248 13,064 Long-Term Debt ........................................ 4,450 4,164 Reserves for Employee Benefits ........................ 1,681 1,622 Accrued Restoration, Removal and Environmental Costs .. 1,240 1,176 Deferred Credits and Other Noncurrent Obligations ..... 1,255 1,346 Deferred Income Taxes ................................. 3,416 3,508 Minority Interest in Subsidiary Companies ............. 46 98 ------- ------- Total Liabilities ................................. 27,336 24,978 ------- ------- Shareholders' Equity Preferred stock (ESOP-related) -- shares issued and outstanding: 176,336 at December 31, 1996 and 173,338 at June 30, 1997 .......................... 686 674 Unearned employee compensation (ESOP-related)........ (365) (345) Common stock -- $1.00 par value; shares authorized: 1,200,000,000; shares issued: 891,075,610 at December 31, 1996 and 893,272,933 at June 30, 1997. 891 893 Capital surplus ..................................... 1,468 1,521 Earnings retained in the business ................... 19,108 19,923 Cumulative foreign exchange translation adjustment .. (73) (278) Common stock held in treasury, at cost -- shares: 103,486,700 at December 31, 1996 and 106,137,300 at June 30, 1997 ..................................... (2,643) (2,806) ------- ------- Total Shareholders' Equity ........................ 19,072 19,582 ------- ------- Total Liabilities and Shareholders' Equity ............ $46,408 $44,560 ======= ======= (Common and preferred stock data reflect a two-for-one stock split which had a record date of May 20, 1997. Prior year data have been restated on a comparable basis.) The accompanying notes are an integral part of these condensed consolidated financial statements. -2- MOBIL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) For the Six Months Ended June 30, ___________________ 1996 1997 _______ _______ Cash Flows from Operating Activities Net Income ....................................... $ 1,519 $ 1,676 Adjustments to reconcile to net cash from operating activities: Depreciation, depletion and amortization...... 1,258 1,258 Deferred income taxes ........................ 179 123 Earnings less (greater) than dividends from equity affiliates .......................... 116 (126) Exploration expenses (includes noncash charges: 1996-$9; 1997-$14) ............... 148 157 Gain on sales of properties, plants and equipment and other assets ................. (35) (80) Increase in working capital items ............ (410) (645) Other, net ................................... 13 71 ------- ------- Net Cash from Operating Activities ................. 2,788 2,434 ------- ------- Cash Flows from Investing Activities Capital and exploration expenditures ............. (1,955) (1,854) Proceeds from sales of properties, plants and equipment and other assets ..................... 250 220 Payments attributable to investments and long-term receivables .......................... (1,683) (330) ------- ------- Net Cash Used in Investing Activities .............. (3,388) (1,964) ------- ------- Cash Flows from Financing Activities Cash dividends ................................... (786) (861) Proceeds from borrowings having original terms greater than three months ................ 546 491 Repayments of borrowings having original terms greater than three months ................ (394) (1,301) Increase in other borrowings ........ ............ 1,647 1,406 Proceeds from issuance of common stock ........... 43 55 Purchase of common stock for treasury ............ (174) (163) ------- ------- Net Cash Provided by (Used in) Financing Activities. 882 (373) ------- ------- Effect of Exchange Rate Changes on Cash and Cash Equivalents ................................. (1) (18) ------- ------- Net Increase in Cash and Cash Equivalents ............ 281 79 Cash and Cash Equivalents - Beginning of Period ...... 498 808 ------- ------- Cash and Cash Equivalents - End of Period ............ $ 779 $ 887 ======= ======= _______________________________________________________________________________ Memo: Net cash from operating activities ................ $ 2,788 $ 2,434 Net cash used in investing activities ............. (3,388) (1,964) Cash dividends .................................... (786) (861) ------- ------- Shortfall of cash from operating activities over investing activities and dividends .............. $(1,386) $ (391) ======= ======= ______________________________________________________________________________ The accompanying notes are an integral part of these consensed consolidated financial statements. -3- MOBIL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Financial Statements The condensed consolidated financial statements of Mobil Corporation (Mobil) included herein are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Although certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted, Mobil believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements, the notes thereto and the financial statement schedule included or incorporated by reference in Mobil's Annual Report on Form 10-K for its fiscal year ended December 31, 1996. The condensed consolidated financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year. 2. Supplementary Cash Flow Data The table below details the components of the line "Increase in working capital items" which is shown in the Consolidated Statement of Cash Flows on page 3. The impact of changes in foreign currency translation rates has been removed from these amounts. Therefore, these amounts do not agree with the differences that could be derived from the Consolidated Balance Sheet amounts shown on page 2. ______________________________________________________________________ (In millions) For the Six Months Ended June 30, ____________________ 1996 1997 (a) Changes in Working Capital Items (Increases)/decreases Accounts and notes receivable ................. $ (68) $ 918 Inventories ................................... (84) (168) Prepaid expenses and other current assets ..... (114) (169) Accounts payable .............................. (152) (839) Accrued liabilities ........................... (17) (121) Income, excise, state gasoline and other taxes payable ......................... 25 (266) ----- ----- Increase in working capital items ............. $(410) $(645) ===== ===== ______________________________________________________________________ (a) The effects of the implementation of the Mobil-BP alliance have been removed from these amounts. -4- Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. RESULTS OF OPERATIONS _______________________________________________________________________________ REPORTED EARNINGS Second Quarter |First Six Months (In millions) ______________ Incr./ |_________________ Incr./ (Decr.) | (Decr.) 1996 1997 | 1996 1997 Petroleum Operations | E&P - United States ....... $ 167 $ 127 $ (40) | $ 322 $ 351 $ 29 - International ....... 303 331 28 | 660 801 141 ----- ----- ----- | ------ ------ ------ Total E&P ................. 470 458 (12) | 982 1,152 170 ----- ----- ----- | ------ ------ ------ M&R - United States ....... 169 194 25 | 228 152 (76) - International ....... 183 206 23 | 364 380 16 ----- ----- ----- | ------ ------ ------ Total M&R ................. 352 400 48 | 592 532 (60) ----- ----- ----- | ------ ------ ------ Total Petroleum ............. 822 858 36 | 1,574 1,684 110 | Chemical .................... 65 91 26 | 135 176 41 Corporate and Financing (a).. (104) (99) 5 | (190) (184) 6 ----- ----- ----- | ------ ------ ------ Net Income .................. $ 783 $ 850 $ 67 | $1,519 $1,676 $ 157 ===== ===== ===== | ====== ====== ===== ______________________________________________________________________________ OPERATING EARNINGS Second Quarter |First Six Months (Adjusted for Special Items)____________ Incr./ |________________ Incr./ (In millions) (Decr.) | (Decr.) 1996 1997 | 1996 1997 Petroleum Operations | E&P - United States ....... $ 167 $ 127 $ (40) | $ 322 $ 351 $ 29 - International ....... 303 331 28 | 660 801 141 ----- ----- ----- | ------ ------ ------ Total E&P ................. 470 458 (12) | 982 1,152 170 ----- ----- ----- | ------ ------ ------ M&R - United States ....... 169 194 25 | 228 152 (76) - International ....... 183 226 43 | 364 418 54 ----- ----- ----- | ------ ------ ------ Total M&R ................. 352 420 68 | 592 570 (22) ----- ----- ----- | ------ ------ ------ Total Petroleum ............. 822 878 56 | 1,574 1,722 148 | Chemical .................... 65 91 26 | 135 176 41 Corporate and Financing (a).. (73) (99) (26) | (159) (184) (25) --- ----- ----- | ------ ------ ------ Income Excluding Special Items..814 870 56 | 1,550 1,714 164 Special Items (table on page 6) (31) (20) 11 | (31) (38) (7) ----- ----- ----- | ------ ------ ------ Net Income .................. $ 783 $ 850 $ 67 | $1,519 $1,676 $ 157 ===== ===== ===== | ====== ====== ====== ______________________________________________________________________________ (a) Corporate and Financing includes the results from Real Estate operations and Mining and Minerals (substantially all of these businesses were sold in 1996), corporate administrative expenses, net financing expense and other items. -5- _______________________________________________________________________________ SPECIAL ITEMS Second Quarter | First Six Months (In millions) | 1996 1997 | 1996 1997 | SRP Implementation (a)......... $ (31) - | $ (31) - Restructuring .................... - $ (20) | - $ (38) ----- ----- | ----- ----- Total Special Items ............ $ (31) $ (20) | $ (31) $ (38) ===== ===== ===== ===== (a) Staff Redesign Project (SRP). _______________________________________________________________________________ _______________________________________________________________________________ REVENUES BY SEGMENT Second Quarter | First Six Months (In millions) Incr./ | Incr./ (Decr.) | (Decr.) 1996 1997 % | 1996 1997 % | Exploration & Producing.. $ 1,780 $ 1,695 (5)(a) | $ 3,841 $ 3,826 - (a) Marketing & Refining ... 16,897 14,191 (16)(b) | 32,638 27,394 (16)(b) Chemical ............... 754 790 5 | 1,573 1,597 2 Other .................. 89 73 (18)(c) | 168 118 (30)(c) ------- ------- | ------- ------- Total Revenues ....... $19,520 $16,749 (14) | $38,220 $32,935 (14) ======= ======= | ======= ======= (a) Reflects the impact of equity accounting for E&P California alliance with Shell. (b) Reflects the impact of equity accounting for M&R European alliance with BP. (c) Primarily reflects the divestiture of real estate and mining and minerals businesses in 1996. _______________________________________________________________________________ CONSOLIDATED RESULTS OVERVIEW SECOND QUARTER 1997 COMPARED WITH SECOND QUARTER 1996 Consolidated second quarter net income was $850 million, an increase of $67 million from the $783 million reported for the second quarter of 1996. Earnings per common share for the second quarter of 1997 were $1.06, compared with $0.98 for the second quarter of 1996. Special charges this year of $20 million were for implementation expenses associated with the Mobil-British Petroleum (BP) downstream alliance in Europe. The second quarter of 1996 included special charges of $31 million for implementation of the Staff Redesign Project. Excluding special items from both periods, second quarter 1997 operating earnings of $870 million increased $56 million, or 7%. Mobil's second quarter earnings improvement resulted from volume growth initiatives in all business sectors, strong operating performance at U.S. refineries and improved results in the lubricants business. The company also started to see benefits from the downstream alliance in Europe with BP. These improvements were partly offset by increased refinery downtime in Asia-Pacific and somewhat higher expenses related to new business development, primarily in upstream operations. Overall, business factors were slightly negative, as the unfavorable effects of lower crude oil prices and downstream margins in Asia- Pacific were largely offset by higher earnings related to international natural gas prices, downstream margins in Europe and petrochemical margins. Worldwide upstream production increased 7% from the second quarter of 1996 and was up 4% over the first six months of 1996. Increased production from growth programs in Nigeria and Equatorial Guinea, coupled with the effects of last year's -6- CONSOLIDATED RESULTS OVERVIEW - continued acquisitions of Ampolex and an interest in the Tengiz field in Kazakhstan, more than offset production lost as a result of substantial asset sales in North America. Downstream product sales volumes were up by 6% versus the second quarter of 1996 in response to new business development initiatives and marketing programs, notably in the United States. Petrochemical volumes were substantially higher reflecting the benefits of recent aromatics expansions. Worldwide revenues in the second quarter of 1997 of $16,749 million were $2,771 million lower than revenues in the second quarter of 1996, reflecting the effects of the implementation of the Mobil-BP European downstream alliance and, to a lesser extent, the June, 1997 implementation of the California upstream alliance with Shell, and last year's divestiture of noncore real estate and mining and minerals businesses. Both the BP and Shell alliances are accounted for on an equity basis. Somewhat offsetting these effects on revenues were higher worldwide sales volumes in all business sectors and higher income from equity affiliates. Crude oil, products and operating supplies and expenses decreased by $697 million to $10,531 million, primarily due to the above-mentioned effects of equity accounting for the Mobil-BP alliance and lower average costs for crude oil, partly offset by higher volume-related expenses and increased spending for growth programs in new venture areas. Selling and general expenses decreased $103 million to $1,136 million, primarily due to the effects of the Mobil-BP alliance, expense reductions associated with cost savings initiatives and the effects of the divestiture of certain noncore businesses. Depreciation, depletion and amortization expenses were essentially flat as decreases resulting from the Mobil-BP alliance were offset by the effects of last year's acquisition of Ampolex and other capital spending. Taxes other than income taxes decreased $1,987 million to $2,706 million, as the effects of the Mobil-BP alliance were partly offset by the effects of higher worldwide sales volumes. Income tax expense decreased $67 million to $738 million, mainly due to mix changes in the sources of earnings and certain tax benefits. In February 1997, FAS 128 Earnings Per Share was issued and is effective for financial statements ending after December 15, 1997. FAS 128 requires disclosure of both earnings per common share and earnings per share giving effect to all dilutive potential common shares. Had FAS 128 been effective at June 30, 1997, the dilutive effects on Mobil's earnings per share would not have been material. FIRST SIX MONTHS 1997 COMPARED WITH FIRST SIX MONTHS 1996 Mobil's first half 1997 net income was $1,676 million, compared with $1,519 million for the same period of 1996. This year's results included special charges of $38 million for expenses related to implementation of the Mobil-BP European alliance. First half 1996 net income included special charges of $31 million for implementation of the Staff Redesign Project. Excluding special items, first half operating earnings of $1,714 million were up $164 million, or 11%, from the comparable period of 1996. The improvement was due to the favorable impacts of worldwide volume growth in all sectors of the business, higher worldwide average crude oil, natural gas and polyethylene prices and -7- CONSOLIDATED RESULTS OVERVIEW - continued improved European downstream marketing margins. These favorable items were partly offset by lower U.S. and Asia-Pacific downstream margins, lower worldwide aromatics margins, a higher level of refinery downtime and higher expenses for new business development. Six month 1997 revenues of $32,935 million were $5,285 million lower than revenues in the same period of 1996 primarily due to the effects of equity accounting for the Mobil-BP European alliance. Partly offsetting the effects of the alliance were higher worldwide hydrocarbon prices, higher polyethylene prices and higher worldwide sales volumes. Additionally, income from equity affiliates was significantly higher. Crude oil, products and operating supplies and expenses decreased in the first half of 1997 by $900 million to $20,999 million compared with the same period last year, primarily due to the above-mentioned effects of equity accounting for the Mobil-BP alliance, partly offset by higher average costs for crude oil, higher volume-related expenses and increased spending for growth programs in new venture areas. Selling and general expenses decreased $423 million to $1,942 million, primarily due to the effects of the Mobil-BP alliance, expense reductions associated with cost savings initiatives and the effects of the divestiture ofertain noncore businesses. Depreciation, depletion and amortization expenses were flat as decreases resulting from the Mobil-BP alliance were offset by the effects of last year's acquisition of Ampolex and other capital spending. Interest and debt discount expense decreased $24 million as the effects of higher debt balances were more than offset by the favorable effects of higher capitalized interest on major projects and certain favorable adjustments. Taxes other than income taxes decreased $4,115 million to $5,112 million, as the effects of the Mobil-BP alliance were partly offset by the effects of higher worldwide sales volumes. Income tax expense increased somewhat, from $1,591 million to $1,602 million, as the effects of higher pre-tax income were partly offset by mix changes in the sources of earnings and certain tax benefits. -8- Exploration and Producing _____________________________________________________________________________ Exploration and Producing Selected Operating Data Second Quarter First Six Months Incr./(Decr.) Incr./(Decr.) 1996 1997 Vol. % 1996 1997 Vol. % Net Crude Oil and NGL | Production (TBD) - U.S. 278 248 (30)(11) | 274 241 (33)(12) - Intl. 557 674 117 21 | 555 664 109 20 ----- ----- ----- | ----- ----- ----- Total .................. 835 922 87 10 | 829 905 76 9 ===== ===== ===== | ===== ===== ===== Net Natural Gas | Production (MMCFD) - U.S. 1,387 1,136 (251)(18) | 1,407 1,172 (235)(17) - Intl 2,881 3,259 378 13 | 3,284 3,502 218 7 ----- ----- ----- | ----- ----- ----- Total ................ 4,268 4,395 127 3 | 4,691 4,674 (17) - ===== ===== ===== | ===== ===== ===== TOTAL NET PRODUCTION (TBDOE)1,608 1,718 110 7 | 1,679 1,752 73 4 ===== ===== ===== | ===== ===== ===== ________________________________________________________________________________ SECOND QUARTER 1997 COMPARED WITH SECOND QUARTER 1996 Exploration and Producing income of $458 million was $12 million lower than the second quarter of last year. In the United States, income was $127 million, down $40 million, due to lower hydrocarbon prices and lower production volumes. The decrease in volumes resulted from asset sales and natural field declines. These unfavorable items were somewhat offset by lower exploration and producing expenses. International income of $331 million was $28 million higher. The effects of higher volumes from growth areas and higher prices for natural gas more than offset lower crude oil prices, higher exploration expenses and higher operating expenses in new venture areas. FIRST SIX MONTHS 1997 COMPARED WITH FIRST SIX MONTHS 1996 Exploration and Producing income of $1,152 million was $170 million higher than last year. The income improvement resulted from the effects of higher worldwide crude oil and natural gas prices and higher international production volumes, partly offset by lower U.S. production and higher expenses in new venture areas. Decreases in U.S. production resulted from asset sales and natural field declines. -9- Marketing and Refining ________________________________________________________________________________ Marketing and Refining Second Quarter First Six Months Selected Operating Data Incr./(Decr.) Incr./(Decr.) 1996 1997 Vol. % 1996 1997 Vol. % _____ _____ ___ __ _____ _____ ___ __ Petroleum Product Sales (TBD)(a) - U.S. .. 1,299 1,449 150 12 | 1,291 1,404 113 9 - Intl.(b) 1,900 1,936 36 2 | 1,959 1,963 4 - ----- ----- --- | ----- ----- --- Total .................. 3,199 3,385 186 6 | 3,250 3,367 117 4 ===== ===== === | ===== ===== === | Refinery Runs (TBD) | - U.S. ... 939 978 39 4 | 909 919 10 1 - Intl.(b) 1,211 1,139 (72) (6)| 1,206 1,185 (21) (2) ----- ----- --- | ----- ----- --- Total .................. 2,150 2,117 (33) (2)| 2,115 2,104 (11) (1) ===== ===== === | ===== ===== === (a) Includes supply/other sales (b) Includes Mobil's share for the European alliance with BP. ________________________________________________________________________________ SECOND QUARTER 1997 COMPARED WITH SECOND QUARTER 1996 Marketing and Refining net income was $400 million in the second quarter of 1997 versus last year's income of $352 million. This quarter's results included special charges of $20 million for implementation costs for the Mobil-BP European alliance. There were no special items last year. Excluding this year's special charges, operating earnings of $420 million were $68 million higher than last year. United States operations generated record quarterly earnings of $194 million, $25 million higher than last year, mainly due to higher fuels and lubes trade sales volumes, excellent refinery operating performance and lower expenses. International operating earnings of $226 million were $43 million higher than in 1996, primarily due to the effects of higher fuels and lubes trade sales volumes, improved fuels margins in Europe, mainly in the United Kingdom, and the initial benefits from the Mobil-BP alliance. These improvements were partially offset by a decline in Asia-Pacific due to lower margins, decreased aromatics income and increased refinery turnaround activity in Singapore and Australia. FIRST SIX MONTHS 1997 COMPARED WITH FIRST SIX MONTHS 1996 Marketing and Refining net income was $532 million for the first six months of 1997 compared with income of $592 million last year. Excluding $38 million of special charges this year for implementation costs related to the Mobil-BP alliance, operating earnings of $570 million were $22 million lower than last year. The effects of higher worldwide petroleum product sales and improved European marketing margins were more than offset by lower U.S. and Asia-Pacific margins and a higher level of refinery downtime. -10- Chemical SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1997 WITH 1996 Chemical income of $91 million was $26 million higher than last year's second quarter. The improvement reflected higher volumes, notably petrochemicals, and higher margins for polyethylene resulting from higher prices and lower feedstock costs. In the first six months of 1997, Chemical income was $176 million compared with $135 million in the same period last year. Higher petrochemicals volumes, higher polyethylene margins and improved manufacturing performance were partly offset by lower aromatics margins. Corporate and Financing SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1997 WITH 1996 Corporate and Financing expense was $99 million in the second quarter of 1997 compared with $104 million in the same period last year. Excluding $31 million of special charges for implementation of the Staff Redesign Project in last year's second quarter, this year's operating expense of $99 million was $26 million higher than the comparable period last year. For the first six months of 1997, Corporate and Financing expense was $184 million, $25 million higher than last year, excluding the aforementioned 1996 special item. Higher expense in both periods was largely due to higher average net debt balances and one-time favorable items included in last year's results. DISCUSSION OF FINANCIAL CONDITION Total current assets as of June 30, 1997 were $10,926 million, a decrease of $1,969 million from December 31, 1996. Accounts and notes receivable decreased $1,676 million to $6,516 million, primarily due to the effects of the implementation of the Mobil-BP European downstream alliance, lower prices and decreases in downstream volumes. Inventories decreased $495 million primarily due to the effects of the Mobil-BP alliance, partly offset by volume increases in the United States. Partly offsetting these net decreases were higher prepaid expenses and a higher level of cash and cash equivalents. Investments and long-term receivables increased $2,591 million, primarily reflecting Mobil's investment in the European downstream alliance with BP and the California upstream alliance with Shell. Net properties, plants and equipment decreased $2,413 million to $25,066 million as capital expenditures were more than offset by the effects of equity accounting for the Mobil-BP European downstream alliance and the Mobil-Shell upstream California alliance, and depreciation. Total debt of Mobil and its subsidiaries was $8,382 million, $507 million higher than year-end 1996. The debt-to-capitalization ratio was 30% at June 30, 1997, up from 29% at year-end 1996. -11- DISCUSSION OF FINANCIAL CONDITION - continued Accounts payable decreased $1,645 million primarily due to the effects of the implementation of the Mobil-BP downstream alliance, and decreases in hydrocarbon prices and downstream volumes. Accrued liabilities decreased $582 million mainly due to the effects of the Mobil-BP alliance implementation and a payment related to Mobil's pipeline investment in Kazakhstan. Income, excise, state gasoline and other taxes payable decreased $672 million primarily due to the effects of the Mobil-BP alliance and timing of gasoline tax payments in Japan. Accrued Restoration, Removal and Environmental Costs decreased $59 million due to the effects of equity accounting for the Mobil-Shell California upstream alliance. Shareholders' equity rose $510 million during the first six months of 1997 primarily due to an increase of $815 million in earnings retained in the business. Partly offsetting the increase in retained earnings were a net charge in the cumulative foreign exchange translation account reflecting a strengthening U.S. dollar in certain countries in which the company has significant operations ($205 million) and an increase in the cost of common stock held in the treasury as 2,650,600 shares were purchased on the open market to offset the dilutive effects of stock options ($163 million). During the first six months of 1997, net cash generated from operating activities was $2,434 million, $391 million less than the cash requirements for investing activities and dividends. Refer to the table at the bottom of page 3. -12- DISCUSSION OF FINANCIAL CONDITION - continued Total investment spending for the second quarter of 1997 was $1,458 million, a decrease of $1,187 million from the comparable period last year. For the first six months of 1997, worldwide investment spending was $2,292 million, compared with $3,684 million for the year-earlier period. Last year's spending was higher as a result of investments in Ampolex and Tengiz. Ampolex acquisition spending in 1996, included below in Cash Investments in Equity Companies, was fully consolidated in the third quarter of 1996. _______________________________________________________________________________ INVESTMENT SPENDING (In millions) Second Quarter First Six Months Capital and Exploration Expenditures 1996 1997 1996 1997 Petroleum Operations | Exploration & Producing - U. S . $ 154 $ 136 (a) | $ 272 $ 208 (a) - Intl.. 435 629 | 846 1,095 Marketing & Refining - U.S..... 92 77 | 174 152 - Intl... 260 150 (a) | 487 244 (a) Chemical ........................ 79 70 | 131 124 Other ........................... 23 20 | 45 31 ------ ------ | ------ ------ Total Capital and Exploration | Expenditures .............. $1,043 $1,082 | $1,955 $1,854 ------ ------ | ------ ------ Cash Investments in Equity Companies1,602 376 (a) | 1,729 438(a) ------ ------ | ------ ------ Total Investment Spending $2,645 $1,458 | $3,684 $2,292 ====== ====== | ====== ====== ___________________________ | Memo: | Exploration Expenses charged | to income, included above | - U.S. .... $ 24 $ 11 | $ 33 $ 16 - Intl. ... 48 71 | 115 141 ------ ------ | ------ ------ Total Exploration Expenses .. $ 72 $ 82 | $ 148 $ 157 ====== ====== | ====== ====== ________________________________________________________________________________ (a) Reflects the impact of equity accounting for the E&P California alliance with Shell and the M&R alliance with BP in Europe. Return on average shareholders' equity was 16.4% for the twelve month period ended June 30, 1997, compared with 16.0% for the calendar year 1996. Return on average capital employed for the twelve month period ended June 30, 1997 was 12.5%, compared with 12.7% for the calendar year 1996. Whenever external financing is needed, Mobil and its subsidiary companies have ready access to multiple capital markets, including significant bank credit lines. At June 30, 1997, Mobil had effective shelf registration statements on file with the SEC permitting the offer and sale of $1,815 million of debt securities. Shelf registrations allowing the issuance of U.S. $2 billion of Euro-Medium-Term Notes and bonds having a principal amount of 30 billion Japanese yen were also in place. -13- PART II - OTHER INFORMATION Item 1. Legal Proceedings. Environmental Litigation. Mobil periodically receives notices from the Environmental Protection Agency (EPA) or equivalent agencies at the state level that Mobil is a "potentially responsible party" under Superfund or equivalent state legislation with respect to various waste disposal sites. The majority of these sites are either still under investigation by the EPA or the state agencies concerned, or under remediation, or both. In certain instances, Mobil and other potentially responsible parties have been named in court or administrative proceedings by federal or state agencies seeking the cleanup of these sites. Mobil has also been named as a defendant in various suits brought by private parties alleging injury from disposal of wastes at these sites. The ultimate impact of these proceedings on the business or accounts of Mobil cannot be predicted at this time due to the large number of other potentially responsible parties and the speculative nature of cleanup cost estimates, but based on our long experience in managing environmental matters, we do not anticipate that the aggregate level of future remediation costs will increase above recent levels so as to materially and adversely affect our consolidated financial position or liquidity. On May 12, 1997, Mobil Oil Corporation entered into a settlement agreement with the State of California's South Coast Air Quality Management District (the "District") to settle allegations by the District that Mobil Oil Corporation had violated District Rules and the California Health and Safety Code in connection with the installation or operation of gasoline dispensers at Mobil-branded service stations within the District's jurisdiction. Under the terms of the settlement agreement, Mobil paid a cash amount to the District of $450,000 and will perform a supplemental environmental project worth $50,000. In a letter dated May 14, 1997, from Orange County, California to Mobil Oil Corporation, Orange County alleged that monitoring equipment to detect liquids in the fiber trench systems that underlie 36 Mobil Oil Corporation service stations in the County failed to comply with the rules therefor, and threatened to file a complaint in California State Court with respect thereto. In a subsequent meeting, the County indicated that to settle its complaint, it would require, inter alia, a penalty payment of $100,000 per station, or a total of $3,600,000. Settlement negotiations with the Orange County District Attorney's Office are ongoing. The foregoing proceedings are not of material importance in relation to Mobil's accounts and are described in compliance with SEC rules requiring disclosure of such proceedings although not material. Other Than Environmental Litigation. Mobil and its subsidiaries are engaged in various litigations and have a number of unresolved claims pending. While the amounts claimed are substantial and the ultimate liability in respect of such litigations and claims cannot be determined at this time, Mobil is of the opinion that such liability, to the extent not provided for through insurance or otherwise, is not likely to be of material importance in relation to its accounts. -14- Legal Proceedings -- continued Mobil has provided in its accounts for items and issues not yet resolved based on management's best judgement. Item 2. Changes in Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. Exhibits. The following exhibits are filed with this report: 11. Computation of Earnings Per Common Share 12. Computation of Ratio of Earnings to Fixed Charges 27. Financial Data Schedule (electronic only) Reports on Form 8-K. Mobil filed the following Current Reports on Form 8-K during and subsequent to the end of the second quarter: Date of 8-K Description of 8-K April 23, 1997 Submitted a copy of the Mobil News Release issued April 23, 1997, reporting Mobil's estimated earnings for the first quarter of 1997. May 30, 1997 Submitted documents relating to $95,331,000 of "Pass Through Certificates" guaranteed by Mobil Corporation. July 11, 1997 Submitted amended Certificate of Incorporation of Mobil Corporation, in effect May 20, 1997, and amended Certificate of Designation, Preferences and Rights of Series B ESOP Convertible Preferred Stock of Mobil Corporation, in effect May 20, 1997. July 23, 1997 Submitted a copy of the Mobil News Release issued July 23, 1997, reporting Mobil's estimated earnings for the second quarter of 1997. -15- 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. REGISTRANT MOBIL CORPORATION BY /S/ M. Frances Keeth NAME AND TITLE M. Frances Keeth, Controller; Principal Accounting Officer DATE August 13, 1997 -16- EXHIBIT INDEX EXHIBIT SUBMISSION MEDIA - ------- ---------------- 11. Computation of Earnings Per Electronic Common Share 12. Computation of Ratio of Earnings Electronic to Fixed Charges 27. Financial Data Schedule Electronic -17-