- ------------------------------------------------------------------------------- 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 March 31, 1998 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 April 30, 1998, the latest practicable date, was 781,384,529. - ------------------------------------------------------------------------------- MOBIL CORPORATION Form 10-Q Quarterly Report March 31, 1998 TABLE OF CONTENTS ---------------------------------------------------------------- PART I - FINANCIAL INFORMATION Page Item 1. Condensed Consolidated Financial Statements Consolidated Statement of Income for the Three Months Ended March 31, 1997 and 1998 ... 1 Consolidated Balance Sheet at December 31, 1997 and March 31, 1998 ...................... 2 Consolidated Statement of Cash Flows for the Three Months Ended March 31, 1997 and 1998 ... 3 Notes to Condensed Consolidated Financial Statements ................................... 4 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition .......... 6 PART II - OTHER INFORMATION Item 1. Legal Proceedings ............................... 12 Item 2. Changes in Securities ........................... 13 Item 3. Defaults Upon Senior Securities ................. 13 Item 4. Submission of Matters to a Vote of Security Holders ....................................... 13 Item 5. Other Information ............................... 13 Item 6. Exhibits and Reports on Form 8-K ................ 14 SIGNATURE ................................................. 15 EXHIBIT INDEX ............................................. 16 Exhibit 11. Computation of Earnings per Common Share .... 17 Exhibit 12. Computation of Ratio of Earnings to Fixed Charges ................................... 18 ---------------------------------------------------------------- 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 Ended March 31, -------------------- [S] [C] [C] 1997 1998 ------ ------ Revenues Sales and services (a) .................................... $15,935 $13,388 Income from equity affiliates ............................. 102 126 Income from asset sales, interest and other ............... 149 116 ------- ------- Total Revenues .......................................... 16,186 13,630 ------- ------- Costs and Expenses Crude oil, products and operating supplies and expenses ................................... 10,468 8,403 Exploration expenses ...................................... 75 74 Selling and general expenses .............................. 806 934 Depreciation, depletion and amortization .................. 643 599 Interest and debt discount expense ........................ 98 93 Taxes other than income taxes (a) ......................... 2,406 2,293 Income taxes .............................................. 864 529 ------- ------- Total Costs and Expenses ................................ 15,360 12,925 ------- ------- Net Income .................................................. $ 826 $ 705 ======= ======= Net Income Per Common Share ................................. $ 1.03 $ .88 ======= ======= Net Income Per Common Share -- assuming dilution ............ $ 1.01 $ .86 ======= ======= Dividends Per Common Share .................................. $ .53 $ .57 ======= ======= - ---------------- (a) Includes excise and state gasoline taxes of .............................................. $ 1,422 $ 1,351 The accompanying notes are an integral part of these condensed consolidated financial statements. MOBIL - 1 - MOBIL CORPORATION CONSOLIDATED BALANCE SHEET (In millions) [S] [C] [C] Dec. 31, Mar. 31, ASSETS 1997 1998 Current Assets Cash and cash equivalents ................................ $ 820 $ 738 Accounts and notes receivable ............................ 5,952 5,457 Inventories .............................................. 2,156 2,236 Prepaid expenses and other current assets ................ 623 816 Deferred income taxes .................................... 171 145 ------- ------- Total Current Assets ................................... 9,722 9,392 Investments and Long-Term Receivables ...................... 8,479 8,682 Properties, Plants and Equipment, at cost................... 49,630 49,838 Less: Accumulated Depreciation, Depletion and Amortization . 25,074 25,332 ------- ------- Net Properties, Plants and Equipment ....................... 24,556 24,506 Deferred Charges and Other Assets .......................... 802 791 ------- ------- Total Assets ........................................... $43,559 $43,371 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term debt .......................................... $ 2,994 $ 3,949 Accounts payable ......................................... 4,418 3,789 Accrued liabilities ...................................... 2,794 2,580 Income, excise, state gasoline and other taxes payable ... 1,906 1,776 Deferred income taxes .................................... 309 205 ------- ------- Total Current Liabilities .............................. 12,421 12,299 Long-Term Debt ............................................. 3,670 3,476 Reserves for Employee Benefits ............................. 1,745 1,710 Accrued Restoration, Removal and Environmental Costs ....... 1,072 1,071 Deferred Credits and Other Noncurrent Obligations .......... 1,274 1,296 Deferred Income Taxes ...................................... 3,535 3,581 Minority Interest in Subsidiary Companies .................. 381 373 ------- ------- Total Liabilities ...................................... 24,098 23,806 ------- ------- Shareholders' Equity Preferred stock (ESOP-related) -- shares issued and outstanding: 171,093 at December 31, 1997 and 169,436 at March 31, 1998 .............................. 665 659 Unearned employee compensation (ESOP-related) ............ (329) (320) Common stock -- $1.00 par value; shares authorized: 1,200,000,000; shares issued: 894,308,872 at December 31, 1997 and 895,717,969 at March 31, 1998 ................. 894 896 Capital surplus .......................................... 1,549 1,585 Earnings retained in the business ........................ 20,661 20,908 Cumulative foreign exchange translation adjustment ....... (821) (799) Common stock held in treasury, at cost -- shares: 110,945,100 at December 31, 1997 and 113,826,100 at March 31, 1998 ... ..................................... (3,158) (3,364) ------- ------- Total Shareholders' Equity ............................. 19,461 19,565 ------- ------- Total Liabilities and Shareholders' Equity ................. $43,559 $43,371 ======= ======= The accompanying notes are an integral part of these condensed consolidated financial statements. MOBIL - 2 - MOBIL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) For the Three Months Ended March 31, ------------------- [S] [C] [C] 1997 1998 ------- ------- Cash Flows from Operating Activities Net Income ......................................... $ 826 $ 705 Adjustments to reconcile to net cash from operating activities: Depreciation, depletion and amortization ....... 643 599 Deferred income taxes .......................... (32) (42) Earnings (greater) less than dividends from equity affiliates ............................ (34) 13 Exploration expenses (includes noncash charges: 1997-$11; 1998-$6) ................. 75 74 Gain on sales of properties, plants and equipment and other assets ................... (48) (33) Increase in working capital items............... (492) (779) Other, net (a).................................. (53) 19 ------- ------- Net Cash from Operating Activities ................... 885 556 ------- ------- Cash Flows from Investing Activities Capital and exploration expenditures ............... (772) (756) Proceeds from sales of properties, plants and equipment and other assets ....................... 81 98 Payments attributable to investments and long-term receivables ............................ (180) (147) ------- ------- Net Cash Used in Investing Activities ................ (871) (805) ------- ------- Cash Flows from Financing Activities Cash dividends ..................................... (431) (458) Proceeds from borrowings having original terms greater than three months .................. 354 52 Repayments of borrowings having original terms greater than three months .................. (612) (441) Increase in other borrowings ....................... 854 1,172 Increase in minority interest (a)................... 28 3 Proceeds from issuance of common stock ............. 46 38 Purchase of common stock for treasury .............. (80) (206) ------- ------- Net Cash Provided by Financing Activities ............ 159 160 ------- ------- Effect of Exchange Rate Changes on Cash and Cash Equivalents ................................... (15) 7 ------- ------- Net Increase (Decrease) in Cash and Cash Equivalents . 158 (82) Cash and Cash Equivalents - Beginning of Period ...... 808 820 ------- ------- Cash and Cash Equivalents - End of Period ............ $ 966 $ 738 ======= ======= - ------------------------------------------------------------------------------- Memo: Net cash from operating activities (a)............... $ 885 $ 556 Net cash used in investing activities ............... (871) (805) Cash dividends ...................................... (431) (458) ------- ------- (Shortfall) of cash from operating activities over investing activities and dividends ................ $ (417) $ (707) ======= ======= - ------------------------------------------------------------------------------- (a) Prior year data restated to conform with current year presentation. The accompanying notes are an integral part of these condensed consolidated financial statements. MOBIL - 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, 1997. 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. CHANGES IN NONOWNER EQUITY Beginning in the first quarter of 1998, compliance with FAS 130, Reporting Comprehensive Income was required. In accordance with the requirements of this standard, the components of changes in nonowner equity, net of related tax for the three months ended March 31, 1997 and 1998 are as follows: - ------------------------------------------------------------------------------- (In millions) For the Three Months Ended March 31, ------------------- 1997 1998 ------- ------- Net Income .................................... $ 826 $ 705 Foreign currency translation adjustments ...... (305) 22 ----- ----- Changes in nonowner equity .................... $ 521 $ 727 ===== ===== ---------------------------------------------------------------------------- MOBIL - 4 - 3. 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 Three Months Ended March 31, -------------------- 1997 1998 ----- ----- Changes in Working Capital Items (Increases)/decreases Accounts and notes receivable ................. $ 618 $ 421 Inventories ................................... (138) (104) Prepaid expenses and other current assets ..... (182) (202) Accounts payable .............................. (463) (584) Accrued liabilities ........................... (114) (200) Income, excise, state gasoline and other taxes payable ......................... (213) (110) ----- ----- Increase in working capital items ............. $(492) $(779) ===== ===== - ----------------------------------------------------------------------------- 4. Effective January 1, 1998, Mobil adopted Statement of Position (SOP) 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, which requires the capitalization of certain costs related to the development or purchase of computer software. Prior to adopting this new policy, Mobil expensed the cost of all computer software. The impact of adopting SOP 98-1 was not significant. MOBIL - 5 - Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. RESULTS OF OPERATIONS - ------------------------------------------------------------------------------- REPORTED EARNINGS First Quarter (In millions) _________________ Incr./ 1997 1998 (Decr.) ------ ------ ------ Petroleum Operations E&P - United States ............................ $ 224 $ 80 $(144) - International ............................ 470 310 (160) ----- ----- ----- Total E&P ...................................... 694 390 (304) ----- ----- ----- M&R - United States ............................ (42) 86 128 - International ............................ 174 229 55 ----- ----- ----- Total M&R ...................................... 132 315 183 ----- ----- ----- Total Petroleum .................................. 826 705 (121) Chemical ......................................... 85 67 (18) Corporate and Financing (a)....................... (85) (67) 18 ----- ----- ----- Net Income ....................................... $ 826 $ 705 $(121) ===== ===== ===== - ------------------------------------------------------------------------------- OPERATING EARNINGS First Quarter (Adjusted for Special Items) _________________ Incr./ (In millions) 1997 1998 (Decr.) ------ ------ ------ Petroleum Operations E&P - United States ............................ $ 224 $ 80 $ (144) - International ............................ 470 310 (160) ----- ----- ----- Total E&P ...................................... 694 390 (304) ----- ----- ----- M&R - United States ............................ (42) 86 128 - International ............................ 192 239 47 ----- ----- ----- Total M&R ...................................... 150 325 175 ----- ----- ----- Total Petroleum .................................. 844 715 (129) Chemical ......................................... 85 67 (18) Corporate and Financing (a)....................... (85) (67) 18 ----- ----- ----- Operating Income Before Special Items............. $ 844 $ 715 $(129) Special Items (18) (10) 8 ----- ----- ----- Net Income ....................................... $ 826 $ 705 $(121) ===== ===== ===== - ------------------------------------------------------------------------------- (a) Corporate and Financing includes corporate administrative expenses, net financing expense and other items. - ------------------------------------------------------------------------------- SPECIAL ITEMS First Quarter (In millions) 1997 1998 Restructuring ....................................... $ (18) $ (10) ------ ------ Total Special Items ............................... $ (18) $ (10) ====== ====== - ------------------------------------------------------------------------------- MOBIL - 6 - - ------------------------------------------------------------------------------- REVENUES BY SEGMENT First Quarter (In millions) Incr./ (Decr.) 1997 1998 % Exploration & Producing ........................... $ 2,131 $ 1,587 (26) Marketing & Refining .............................. 13,203 11,308 (14) Chemical .......................................... 807 699 (13) Other ............................................. 45 36 (20) ------- ------- Total Revenues .................................. $16,186 $13,630 (16) ======= ======= - ------------------------------------------------------------------------------- CONSOLIDATED RESULTS OVERVIEW FIRST QUARTER 1998 COMPARED WITH FIRST QUARTER 1997 Consolidated first quarter 1998 net income was $705 million, a decrease of $121 million from the $826 million reported in the first quarter of 1997. Net income per common share, assuming dilution, was $0.86, compared with $1.01 in the first quarter of 1997. This year's first quarter net income included a special charge of $10 million for on-going restructuring costs associated with the European downstream alliance with British Petroleum. Last year's first quarter net income included a charge of $18 million, also for BP alliance implementation costs. Excluding special items, operating earnings of $715 million decreased $129 million, or 15%, from last year. Crude oil prices weakened considerably in this year's first quarter, averaging about $7 per barrel below the same quarter last year. Additionally, natural gas prices in North America were down substantially as a result of unusually warm winter weather. Despite these difficult business conditions, Mobil's earnings held up fairly well due to higher margins in the downstream business and self- help programs (volume growth, performance improvements and expense control), which contributed about $100 million in the first quarter. In the Upstream, Mobil's production grew by 1 percent on a barrel of oil equivalent basis, primarily from higher volumes in Equatorial Guinea and the Hibernia field in Canada. In addition, production benefited from the streaming of the Gobe development in Papua New Guinea, commencement of oil shipments from Turkmenistan and the effects of a debottlenecking at the Tengiz field in Kazakhstan. The increase in production occurred despite a pipeline break in Nigeria, the lack of production from the Griffin platform in Australia, which was out of service, and lower natural gas production in Europe due to warmer weather and in the U.S. due to prior-year asset sales and operational problems. Additionally, production was down in Indonesia and in the United Kingdom. In the Downstream, trade sales were strong, both in the United States and in the international area. Chemical reported higher volumes in all businesses. In addition to growth, self help included benefits in downstream from the BP alliance in Europe, reduced refinery downtime in the U.S., refinery upgrading projects in Singapore, Japan and Australia, and restructuring in Japan and Australia. Asia-Pacific earnings were stronger than they have been for any quarter since 1995, despite the economic downturn in the region. Worldwide revenues of $13,630 million were $2,556 million lower than last year. This decrease was primarily due to the effects of significantly lower worldwide average crude oil, natural gas and petroleum product prices. Petrochemical prices were also lower. These decreases were partly offset by the effects of higher overall volumes. Income from equity affiliates increased primarily due to higher earnings from the Mobil-BP European alliance, partly offset by lower income from equity affiliates that were impacted by lower crude oil, natural gas and petrochemical prices. MOBIL - 7 - CONSOLIDATED RESULTS OVERVIEW - continued Crude oil, products and operating supplies and expenses decreased $2,065 million to $8,403 million. The decrease was primarily due to significantly lower worldwide average crude oil, natural gas and petroleum product prices, partly offset by higher volume-related expenses and increased spending for growth programs in new venture areas. Selling and general expenses increased $128 million to $934 million primarily due to timing of recording certain expenses, partly offset by cost saving initiatives. Depreciation, depletion and amortization expense was lower mainly due to the effects of equity accounting for the Aera upstream joint venture with Shell which was implemented in June 1997 and the effects of equity accounting for the Chalmette refinery alliance, formed late in 1997. Taxes other than income taxes decreased $113 million to $2,293 million, due to the impact of lower average hydrocarbon sales prices. Income tax expense decreased $335 million principally due to this quarter's lower level of pre-tax income and mix changes in the sources of earnings. Exploration and Producing Exploration & Producing income of $390 million was $304 million lower than last year's $694 million, which was a record for a quarter. In the United States, income of $80 million decreased $144 million. International income of $310 million was $160 million lower. These results reflect the significant decline in worldwide crude oil and natural gas prices. - ------------------------------------------------------------------------------- Exploration and Producing Selected Operating Data First Three Months Incr./ (Decr.) 1997 1998 Vol.% ----- ----- -------- Net Crude Oil and NGL Production (TBD) - U.S. .................................... 235 240 5 2 - Intl. ................................... 653 681 28 4 ----- ----- --- Total ............................... 888 921 33 4 ===== ===== === Net Natural Gas Production (MMCFD) - U.S. .................................... 1,208 1,123 (85) (7) - Intl. ................................... 3,747 3,706 (41) (1) ----- ----- --- Total ............................... 4,955 4,829 (126) (3) ===== ===== === TOTAL NET PRODUCTION (TBDOE) ..................... 1,786 1,796 10 1 ===== ===== === - ------------------------------------------------------------------------------- MOBIL - 8 - CONSOLIDATED RESULTS OVERVIEW - continued Marketing and Refining Marketing & Refining income of $315 million was $183 million higher than 1997. Excluding special restructuring charges of $18 million in 1997 and $10 million in 1998 for implementation costs associated with the European alliance with BP, operating earnings were $325 million, $175 million higher than last year. Operating earnings in the United States were $86 million versus a loss of $42 million in the first quarter of 1997. The improvement was due to higher industry margins reflecting benefits from falling crude oil prices, lower scheduled and unscheduled refinery downtime, and reduced operating expenses. Lube earnings were up, primarily due to higher margins. International earnings of $239 million were $47 million higher than in 1997. In Europe, earnings improved due to increased benefits from the BP alliance and higher integrated margins. Earnings were also higher in Asia-Pacific, reflecting relatively strong marketing margins, higher trade sales and improved refinery performance. Additionally, benefits were realized as a result of the streaming of the Altona FCC, the Japan (Kawasaki) resid upgrader and the Jurong lube hydrocracker, as well as favorable expense performance. - ------------------------------------------------------------------------------- Marketing and Refining Selected Operating Data First Three Months Incr./ (Decr.) 1997 1998 Vol. % ----- ----- --- -- Petroleum Product Sales (TBD) (a) - U.S. .................................. 1,358 1,359 1 - - Intl. (b).............................. 1,940 1,958 18 1 ----- ----- --- Total ............................. 3,298 3,317 19 1 ===== ===== === Refinery Runs (TBD) - U.S. .................................. 860 900 40 5 - Intl. (b).............................. 1,236 1,296 60 5 ----- ----- --- Total ............................. 2,096 2,196 100 5 ===== ===== === (a) Includes supply/other sales. (b) Includes Mobil's share for the European alliance with BP. - ------------------------------------------------------------------------------- Chemical Chemical earnings of $67 million were $18 million lower than last year as a result of lower polyethylene and paraxylene margins. Corporate and Financing Corporate and Financing expenses of $67 million were $18 million lower than in the first quarter of 1997 primarily due to the timing of expenses and certain one-time benefits in this year's first quarter. MOBIL - 9 - CONSOLIDATED RESULTS OVERVIEW - continued DISCUSSION OF FINANCIAL CONDITION At March 31, 1998, total current assets of $9,392 million were $330 million lower than at year-end 1997. Cash and cash equivalents decreased $82 million. Accounts and notes receivable decreased $495 million to $5,457 million, primarily due to the effects of lower crude oil, natural gas and petroleum product prices. These decreases were partly offset by an increase in Inventories, up $80 million, due to a volume increase resulting from timing of shipments and $193 million of higher prepaid expenses resulting from an annual pattern of prepayments made in the first quarter. Total debt of Mobil and its subsidiaries was $7,425 million at March 31, 1998, up $761 million from year-end 1997. The debt-to-capitalization ratio was 27% at March 31, 1998, up from 25% at year-end 1997. During the first three months of 1998, net cash generated from operating activities was $556 million, $707 million less than the cash requirements for investing activities and dividends. Accounts payable decreased $629 million primarily due to lower purchase prices for crude oil and petroleum products. Income, excise, state gasoline and other taxes payable decreased in line with this year's lower income. Shareholders' equity rose $104 million during the first three months of 1998. Earnings retained in the business increased $247 million as income exceeded common and preferred stock dividends. The cost of common stock held in the treasury increased as 2,881,000 shares were purchased on the open market to offset the dilutive effects of the issuance of shares upon exercise of stock options. MOBIL - 10 - DISCUSSION OF FINANCIAL CONDITION - continued Total investment spending for the first quarter of 1998 was $853 million, an increase of $19 million from the comparable period last year. - ------------------------------------------------------------------------------- INVESTMENT SPENDING (In millions) First Three Months Capital and Exploration Expenditures 1997 1998 ------ ------ Petroleum Operations Exploration & Producing - United States .......... $ 72 $ 98 - International .......... 466 501 Marketing & Refining - United States .......... 75 60 - International .......... 94 43 Chemical ............................................... 54 26 Other .................................................. 11 28 ------ ------ Total Capital and Exploration Expenditures ............. 772 756 ------ ------ Cash Investments in Equity Companies ................... 62 97 ------ ------ Total Investment Spending .............................. $ 834 $ 853 ====== ====== ------------------------------ Memo: Exploration expenses charged to income, included above - United States .......... $ 5 $ 17 - International .......... 70 57 ------ ------ $ 75 $ 74 ====== ====== - ------------------------------------------------------------------------------- Return on average shareholders' equity, based on net income, was 16.3% for the twelve month period ended March 31, 1998, compared with 17.0% for the calendar year 1997. Return on average capital employed, based on net income, for the twelve month period ended March 31, 1998 was 12.6%, compared with 13.4% for the calendar year 1997. Whenever external financing is needed, Mobil and its subsidiary companies have ready access to multiple capital markets, including significant bank credit lines. At March 31, 1998, 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 are also in place. Forward-Looking Statements Written reports and oral statements made from time to time by Mobil contain "forward-looking statements." Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and by their use of words such as "goals," "expects," "plans," "believes," "estimates," "forecasts," "projects," "intends" and other words of similar meaning. Such statements are likely to address Mobil's earnings, return on capital employed, capital expenditures, debt-to-capitalization ratio, dividend increases, project implementation, production growth, reserve replacement, sales growth and expense reductions. They are based on management's then-current information, assumptions, plans, expectations, estimates and projections about the petroleum and chemical industries. However, such statements are not guarantees of future performance, and actual results and outcomes may differ materially from what is expressed depending on a variety of factors, many of which are outside Mobil's control. MOBIL - 11 - Forward-Looking Statements -- continued Among the factors that could cause actual outcomes or results to differ materially from what is expressed in these forward-looking statements are changes in the demand for, supply of, and market prices of crude oil, refined products, natural gas and petrochemicals; changes in refining margins and marketing margins; success in partnering, in implementing oil, natural gas and petrochemical projects, and in implementing internal plans; reliability of operating facilities; effects of environmental regulations; success of commercial negotiations; and domestic and international political and economic conditions. 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 February 5, 1998, the Pennsylvania Department of Environmental Protection issued an administrative order alleging that Mobil Oil Corporation had violated the Pennsylvania Tank Act by knowingly delivering products into unregistered tanks. Mobil Oil Corporation anticipates that a penalty in the range of $150,000 will be sought. Mobil Oil Corporation has filed an appeal of the order with the Pennsylvania Environmental Hearing Board. On March 27, 1998, the EPA filed an administrative complaint with the USEPA hearing clerk alleging that the operations of Mobil Oil Corporation's Beaumont, Texas refinery had violated the Clean Air Act by reason of alleged violations of the New Source Performance Standard ("NSPS") requirements for petroleum storage tanks and alleged violations of fugitive emission requirements under the NSPS and the National Emissions Standards for Hazardous Air Pollutants. A penalty of $158,000 is sought. On March 2, 1998, Mobil Oil Corporation entered into a settlement agreement with the District Attorney of Riverside County, California to settle allegations by the County that the fiber trench systems that underlie Mobil Oil Corporation service stations in the County failed to comply with the rules therefor. Under the terms of the settlement agreement, Mobil Oil Corporation paid a penalty of $200,000, paid an additional $67,000 to cover costs of environmental training, education and investigations, and agreed to make fiber trench equipment upgrades that are expected to cost approximately $500,000. MOBIL - 12 - Legal Proceedings -- continued In a previously-reported proceeding, on March 30, 1998, the EPA filed a civil action in the U.S. District Court for Utah, Central Division, alleging that the McElmo Creek and Ratherford production units in Utah, which are operated by Mobil Oil Corporation and in which Mobil Oil Corporation has an interest, had violated the Clean Water Act by reason of discharges of produced water into navigable waters of the United States and had also violated Spill Prevention Control and Countermeasures Regulations promulgated under the Clean Water Act. The maximum amount of the penalties sought in the action, based upon the maximum statutory penalty amounts per alleged violation, is estimated to be approximately $5.5 million. 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. 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. MOBIL - 13 - 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 Reports on Form 8-K. Mobil filed the following Current Reports on Form 8-K during and subsequent to the end of the first quarter: Date of 8-K Description of 8-K January 28, 1998 Submitted a copy of the Mobil News Release dated January 28, 1998, reporting Mobil's estimated earnings for the fourth quarter and full year 1997. February 4, 1998 Submitted a copy of the Mobil News Release announcing that the Mobil Corporation Board of Directors had elected Eugene A. Renna President and Chief Operating Officer of the company, effective March 1, 1998. April 9, 1998 Submitted a copy of the Mobil Corporation By-Laws, as amended to February 27, 1998, and restated Financial Data Schedules for the periods ended December 31, 1995 through September 30, 1997. April 22, 1998 Submitted a copy of the Mobil News Release dated April 22, 1998, reporting Mobil's estimated earnings for the first quarter of 1998. MOBIL - 14 - 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/ STEVEN L. DAVIS NAME AND TITLE Steven L. Davis, Controller; Principal Accounting Officer DATE May 13, 1998 MOBIL - 15 - 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 MOBIL - 16 -