1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR |_| TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to _________________ Commission File Number 1-2475 SHELL OIL COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 13-1299890 (State of Incorporation) (I.R.S. Employer Identification No.) One Shell Plaza, Houston, Texas 77002 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (713) 241-6161 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 of Common Stock, $10.00 par value, outstanding as of September 30, 1997 - 1,000 shares. -------------------- OMISSION OF CERTAIN INFORMATION In accordance with General Instruction H of Form 10-Q, the registrant is omitting Part II, Items 2, 3, and 4 because: (1) Royal Dutch Petroleum Company, a Netherlands company, and the "Shell" Transport and Trading Company, public limited company, an English company, each of which is a reporting company under the Securities Exchange Act of 1934 that has filed all material required to be filed by it pursuant to Section 13, 14, or 15(d) thereof, own directly or indirectly 60 percent and 40 percent, respectively, of the shares of the companies of the Royal Dutch/Shell Group of Companies, including all the equity securities of the registrant; and (2) during the preceding thirty-six calendar months and any subsequent period of days, there has not been any material default in the payment of principal, interest, sinking or purchase fund installment, or any other material default not cured within thirty days with respect to any indebtedness of the registrant or its subsidiaries, and there has not been any material default in the payment by the registrant or its subsidiaries of rentals under material long-term leases. ================================================================================ 2 PART I. FINANCIAL INFORMATION SHELL OIL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME Millions of Dollars THIRD QUARTER NINE MONTHS ---------------------- ---------------------- 1997 1996 1997 1996 --------- --------- --------- --------- REVENUES Sales and other operating revenue ................. $ 7,952 $ 8,149 $ 24,253 $ 23,257 Less: Consumer excise and sales taxes ............ 1,007 953 2,911 2,660 --------- --------- --------- --------- 6,945 7,196 21,342 20,597 Equity earnings, interest and other income ........ 192 71 520 227 --------- --------- --------- --------- TOTAL ....................................... 7,137 7,267 21,862 20,824 --------- --------- --------- --------- COSTS AND EXPENSES Purchased raw materials and products .............. 4,536 4,568 13,978 13,200 Operating expenses ................................ 896 949 2,673 2,526 Selling, general and administrative expenses ...... 250 149 750 670 Exploration, including exploratory dry holes ...... 62 74 224 199 Research expenses ................................. 45 31 121 96 Depreciation, depletion, amortization and retirements .................................... 442 529 1,418 1,580 Interest and discount amortization ................ 52 52 149 155 Operating taxes ................................... 85 118 278 355 --------- --------- --------- --------- TOTAL ....................................... 6,368 6,470 19,591 18,781 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES AND MINORITY INTEREST ..................................... $ 769 $ 797 $ 2,271 $ 2,043 Federal and other income taxes .................... 276 278 696 560 Minority interest in income of subsidiaries ................................ 14 15 48 35 --------- --------- --------- --------- NET INCOME ............................................ $ 479 $ 504 $ 1,527 $ 1,448 ========= ========= ========= ========= Note: Certain 1996 amounts have been reclassified to conform with current year presentation. ---------------------------- OPERATING SEGMENTS INFORMATION Millions of Dollars THIRD QUARTER NINE MONTHS ----------------------- ----------------------- 1997 1996 1997 1996 --------- --------- --------- --------- SEGMENT NET INCOME (LOSS) Oil and Gas Exploration and Production ............ $ 268 $ 286 $ 983 $ 908 Oil Products ...................................... 146 110 286 318 Chemical Products ................................. 107 112 364 152 Other ............................................. (1) (8) (3) (17) Corporate Items ....................................... (41) 4 (103) 87 --------- --------- --------- --------- NET INCOME ............................................ $ 479 $ 504 $ 1,527 $ 1,448 ========= ========= ========= ========= 2 3 SHELL OIL COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET Millions of Dollars SEPTEMBER 30 DECEMBER 31 ------------ ----------- 1997 1996 ------------ ----------- ASSETS CURRENT ASSETS Cash and cash equivalents .......................... $ 520 $ 393 Receivables and prepayments, less allowance for doubtful accounts ............................... 3,342 4,376 Inventories of oils and chemicals .................. 884 631 Inventories of materials and supplies .............. 212 219 --------- --------- TOTAL CURRENT ASSETS ..................... 4,958 5,619 INVESTMENTS, LONG-TERM RECEIVABLES AND DEFERRED CHARGES ................................... 7,637 3,098 PROPERTY, PLANT AND EQUIPMENT AT COST, LESS ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF $15,985 AT SEPTEMBER 30, 1997 AND $21,063 AT DECEMBER 31, 1996 ................... 16,489 19,992 --------- --------- TOTAL .................................... $ 29,084 $ 28,709 ========= ========= LIABILITIES AND SHAREHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable - trade ........................... $ 1,856 $ 2,568 Other payables and accruals ........................ 1,725 1,591 Income, operating and consumer taxes ............... 74 416 Short-term debt .................................... 3,291 2,418 --------- --------- TOTAL CURRENT LIABILITIES .................. 6,946 6,993 LONG-TERM DEBT ........................................ 831 794 DEFERRED INCOME TAXES ................................. 3,457 3,229 LONG-TERM LIABILITIES ................................. 2,252 2,458 MINORITY INTEREST ..................................... 898 861 SHAREHOLDER'S EQUITY Common stock - 1,000 shares of $10 per share par value ...................................... -- -- Capital in excess of par value ..................... 2,206 2,206 Earnings reinvested ................................ 12,494 12,168 --------- --------- TOTAL SHAREHOLDER'S EQUITY ................. 14,700 14,374 --------- --------- TOTAL ...................................... $ 29,084 $ 28,709 ========= ========= 3 4 SHELL OIL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Millions of Dollars NINE MONTHS ----------------------- 1997 1996 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income ........................................................ $ 1,527 $ 1,448 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and retirements .......... 1,418 1,580 Dividends in excess of (less than) equity income .......... (221) (88) (Increases) decreases in working capital: Receivables and prepayments .............................. 910 (81) Inventories .............................................. (246) (313) Current payables and accruals ............................ (920) 159 Deferred income taxes ..................................... 228 (92) Minority interest in income of subsidiaries ............... 48 35 Other noncurrent items .................................... (232) 7 --------- --------- Net Cash Provided by Operating Activities ................ 2,512 2,655 CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES Capital expenditures .............................................. (2,244) (2,476) Proceeds from property sales and salvage .......................... 176 359 Other investments and advances .................................... (16) (30) --------- --------- Net Cash Used for Investing Activities ................. (2,084) (2,147) --------- --------- CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES Proceeds from issuance of long-term debt .......................... 211 68 Principal payments on long-term debt .............................. (484) (292) Proceeds from sales of redeemable securities of subsidiaries ...... 32 104 Dividends to minority interest .................................... (43) (39) Dividends ......................................................... (1,200) (1,100) Increase (decrease) in short-term obligations ..................... 1,183 923 --------- --------- Net Cash Used For Financing Activities ................. (301) (336) --------- --------- NET CASH FLOWS Increase (Decrease) in cash and cash equivalents .................. $ 127 $ 172 ========= ========= CASH AND CASH EQUIVALENTS Balance at beginning of period .................................... $ 393 $ 421 Increase (decrease) in cash and cash equivalents .................. 127 172 --------- --------- Balance at end of period ............................... $ 520 $ 593 ========= ========= 4 5 SHELL OIL COMPANY AND SUBSIDIARIES NOTES TO INTERIM FINANCIAL STATEMENTS A. INTERIM FINANCIAL STATEMENT MATTERS The unaudited financial statements and summarized notes of Shell Oil Company (the Company) and its consolidated subsidiaries (Shell Oil) included in this report do not include complete financial information and should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements filed with the Securities and Exchange Commission in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. The financial information presented in the financial statements included in this report reflects all adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. Any such adjustments are of a normal recurring nature, except as may otherwise be described in Management's Discussion and Analysis of Financial Condition and Results of Operations. The results for the third quarter and first nine months of 1997 should not be construed as necessarily indicative of future financial results. B. SUMMARIZED FINANCIAL INFORMATION - SHELL PIPE LINE CORPORATION The following summarized financial information for Shell Pipe Line Corporation, a wholly owned subsidiary of Shell Oil Company, is presented here for the information of holders of Shell Pipe Line Corporation's 7 1/2% Guaranteed Sinking Fund Debentures due 1999, which are fully guaranteed by Shell Oil Company. September 30 December 31 ------------ ----------- Millions of dollars 1997 1996 ------------ ----------- Current assets .................... $ 170 $ 122 Noncurrent assets ................. 745 739 Current Liabilities ............... 64 121 Noncurrent Liabilities ............ 78 79 Third Quarter Nine Months ---------------- ---------------- Millions of dollars ............... 1997 1996 1997 1996 ------ ------ ------ ------ Revenues .......................... $ 97 $ 98 $ 294 $ 271 Operating income .................. 45 49 143 143 Net income ........................ 37 38 112 109 C. CONTINGENCIES AND OTHER MATTERS Shell Oil is subject to a number of possible loss contingencies. These include actions based upon environmental laws involving present and past operating and waste disposal locations and related private claims, contract and product liability actions and federal, state and private actions challenging the correctness of oil and gas royalty calculations. In addition, federal, state and local income, property and excise tax returns are being examined and certain interpretations by Shell Oil of complex tax statutes, regulations and practices are being challenged. 5 6 Since 1984, the Company has been named with others as a defendant in numerous product liability cases, including class actions, involving the failure of residential plumbing systems in the United States constructed with polybutylene plastic pipe. The Company has also been sued regarding failures in polybutylene pipe connecting users with utility water lines and polybutylene pipe used in municipal water distribution systems. Two other substantial manufacturers made the resins for the polyacetal insert fittings used in many of the residential plumbing systems (the fittings' co-defendants) and are also defendants in those cases. The Company and the fittings co-defendants have agreed on a mechanism to fund the payment of most of the residential plumbing claims as the result of two class action settlements (the "class action settlement"). The class action settlement provides for the creation of an entity to receive and handle claims and for a $950 million fund to pay such claims, which claims may be made over a period of up to 14 years, depending on various factors. If the settlement funds are exhausted, additional funds may be provided by the defendants, or claimants who have not received their full benefits under the class action settlements may seek their remedy in a new court proceeding at that time. One fittings co-defendant has agreed to fund 10% of all acetal fittings costs related to the class action settlement; the Company and the other fittings co-defendant have agreed to arbitration to determine how the remaining acetyl fittings portion of the costs will be shared between them. Additionally, in matters outside the residential plumbing litigation and class action settlement, claims involving problems with polybutylene pipe used in municipal water distribution systems have increased during the past two years. The Company will continue to defend these matters vigorously but it cannot currently predict when or how polybutylene related matters will finally be resolved. In December 1993, a Los Angeles Superior Court jury, in two consolidated lawsuits against the Company and its subsidiary involving the condition of the Dominguez oil field, returned a verdict for the plaintiffs in the amount of $46.9 million compensatory damages and $173 million punitive damages. Plaintiffs alleged they were defrauded, that the oil and gas lease was breached, and that soil contamination on the property constitutes a continuing trespass. Final resolution through the appeals process could take several years. The Company and its subsidiary believe the verdict was wrong and expect ultimately to prevail in the litigation. In an October 1997 decision by the United States District Court in Delaware, certain income tax credits recorded by Shell Oil in previous years arising out of production of oil from tar sands were denied because the Court determined that Shell Oil used the wrong definition of tar sands production to calculate the same. Shell Oil is currently examining the effect of this decision on other previously recorded tar sands tax credits. However, Shell Oil believes that the District Court decision was incorrect and intends to vigorously appeal such decision. In any case, Shell Oil believes that many of its tar sands tax credits are validly claimed under the alternative definition asserted by the government in the District Court case. The Company's assessment of these matters is continuing. Future provisions may be required as administrative and judicial proceedings progress and the scope and nature of remediation programs and related costs estimates are clarified. However, while periodic results may be significantly affected by costs in excess of provisions related to one or more of these proceedings, based upon developments to date, the management of the Company anticipates that it will be able to meet related obligations without a material adverse effect on its financial position. ------------------------ 6 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Shell Oil reported third quarter net income of $479 million, a decrease of $25 million from the same quarter of 1996. Excluding special items in both quarters, adjusted net income in the third quarter of 1997 totaled $459 million, a decrease of $34 million from the record 1996 quarter. The key factor contributing to the lower income in the third quarter of 1997 compared to the same period in 1996 was a significant price decline for domestic crude oil. This decline more than offset the benefits achieved from increased production of domestic crude oil and improved refined product margins. Net income for the nine months of 1997 totaled $1,527 million, an increase of $79 million over the comparable 1996 period. Excluding special items in both periods, adjusted net income for the nine months of 1997 totaled $1,434 million, an increase of $111 million or 8 percent. Contributing to the earnings improvement in the first nine months of 1997 were increased production of domestic crude oil, higher average prices for crude oil and natural gas, and improved margins and sales volumes of chemicals. Special items in the 1997 periods increased net income $20 million for the quarter and $93 million for the nine months. In comparison, special items in 1996 increased net income by $11 million for the quarter and $125 million in the first nine months. Special items in the 1997 quarter included gains from asset sales, including oil and gas producing properties. OIL AND GAS EXPLORATION AND PRODUCTION Income Highlights Third Quarter Nine Months - ----------------- ---------------- ---------------- (millions of dollars) 1997 1996 1997 1996 ------ ------ ------ ------ Income from Ongoing Operations ..................... $ 268 $ 288 $ 983 $ 910 Other Charges* ..................................... -- (2) -- (2) ------ ------ ------ ------ Segment Net Income ............................... 268 286 983 908 Special Items (includes "Other Charges") ........... 10 (9) 46 41 ------ ------ ------ ------ Adjusted Net Income ................................ 258 295 937 867 - ---------------- *Amounts associated with major product classifications for which there has been no revenue stream or investment in the last five years. Oil and gas exploration and production segment net income in the third quarter of 1997 totaled $268 million, a decrease of $18 million over 1996. For the nine months of 1997, net income was $983 million, up $75 million. Excluding special items in the comparable periods, adjusted net income was down $37 million in the 1997 quarter versus 1996, but up $70 million in the nine-month comparison. Lower prices of crude oil during the third quarter of 1997 compared to 1996 more than offset the benefit from increased domestic crude oil production. For the third quarter of 1997, domestic crude oil prices for Shell Oil's net production averaged $16.77 per barrel, down $1.43 per barrel, while natural gas 7 8 prices averaged $2.28 per thousand cubic feet, down $.06 from the same 1996 period. Income increased in the first nine months of 1997 over 1996, primarily due to increased domestic crude oil production, as average domestic crude oil and natural gas prices were about the same. Domestic production of crude oil in the third quarter of 1997 averaged 413,000 barrels per day, an increase of 45,000 barrels per day over the same period in 1996. For the nine months of 1997, domestic crude oil production averaged 403,000 barrels per day, up 29,000. Natural gas production was virtually unchanged in the quarter comparison, but down 6 percent in the nine months of 1997 from 1996. New and increased crude oil and natural gas production in the deep water Gulf of Mexico was partially offset by normal declines elsewhere. These production numbers include Shell Oil's net production plus a prorata share, based on ownership interest, of domestic associated companies' production. Associated companies are those companies in which Shell Oil has significant influence but not control. OIL PRODUCTS Income Highlights Third Quarter Nine Months - ----------------- ----------------- ----------------- (millions of dollars) 1997 1996 1997 1996 ------ ------ ------ ------ Income from Ongoing Operations ..................... $ 147 $ 111 $ 288 $ 320 Other Charges* ..................................... (1) (1) (2) (2) ------ ------ ------ ------ Segment Net Income ............................... 146 110 286 318 Special Items (includes "Other Charges") ........... 8 (11) 3 (22) ------ ------ ------ ------ Adjusted Net Income ................................ 138 121 283 340 - -------------- *Amounts associated with major product classifications for which there has been no revenue stream or investment in the last five years. Oil products segment net income was $146 million in the third quarter of 1997, an increase of $36 million from 1996. In the nine months of 1997 net income totaled $286 million, a decrease of $32 million from 1996. Excluding special items in the comparable periods, adjusted net income was $17 million higher than in the 1996 quarter, but down $57 million from 1996 in the nine-months comparison. For the third quarter of 1997, improved margins and increased refined products sales volumes more than offset the effects of higher advertising and sales development costs. For the nine months of 1997, income was lower as higher operating and marketing costs more than offset the benefit from slightly improved average refined product margins. Refined product sales volumes in the third quarter and first nine months of 1997 were higher than in 1996, with automotive gasoline sales volumes to branded service stations up 4 percent in the quarter and 3 percent in the nine months. In addition, overall sales of light oils increased in both 1997 periods by 15 percent and 14 percent, respectively. 8 9 CHEMICAL PRODUCTS Income Highlights Third Quarter Nine Months - ----------------- ----------------- ----------------- (millions of dollars) 1997 1996 1997 1996 ------ ------ ------ ------ Income from Ongoing Operations ..................... $ 105 $ 114 $ 370 $ 159 Other Charges* ..................................... 2 (2) (6) (7) ------ ------ ------ ------ Segment Net Income ............................... 107 112 364 152 Special Items (includes "Other Charges") ........... 2 (2) (6) (106) ------ ------ ------ ------ Adjusted Net Income .............................. 105 114 370 258 - ---------------- *Amounts associated with major product classifications for which there has been no revenue stream or investment in the last five years. Chemical products segment net income in the third quarter of 1997 was $107 million, a decrease of $5 million from 1996. For the nine months of 1997, chemical products segment net income totaled $364 million, an increase of $212 million. Excluding special items in the comparable periods, adjusted net income was down $9 million in the 1997 quarter, but up $112 million in the nine months of 1997. Income declined in the 1997 quarter compared to 1996 due to lower sales volumes of primary chemicals, partly due to damages incurred in an explosion and fire at a major olefins unit at the end of the second quarter of this year. While selling prices were generally higher in the 1997 quarter, costs for feedstocks and purchased products also increased, resulting in little change to margins. For the first nine months of 1997, income benefited from increased sales volumes of intermediates and polymers and lower costs related to litigation. In addition, margins for primary chemicals were higher in the first nine months of 1997, despite significantly higher costs for feedstocks and fuels. OTHER The other segment incurred net losses of $1 million and $3 million in the third quarter and the nine month periods of 1997, respectively, compared to net losses of $8 million and $17 million in the comparable 1996 periods. CORPORATE ITEMS Corporate items reduced earnings $41 million and $103 million in the third quarter and nine month periods of 1997, respectively, compared to a contribution to earnings of $4 million and $87 million in the comparable 1996 periods. Excluding special items, corporate costs totaled $41 million and $153 million in the 1997 third quarter and nine months periods respectively compared to costs of $29 million and $125 million in the same 1996 periods. Corporate costs in the 1996 periods benefited from proceeds from an insurance recovery. FINANCIAL CONDITION CAPITAL RESOURCES AND LIQUIDITY Cash flow provided by operating activities totaled $2,512 million for the first nine months of 1997, compared with $2,655 million in the comparable period last year, a decrease of $143 million. Cash flow in 1997 benefited from higher net income as compared with the 1996 period; however, cash flow declined 9 10 from last year due to lower dividends from equity investments. Cash generated from operating activities and property sales, combined with an increase in debt of $910 million, was used primarily for capital expenditures of $2,244 million and dividend payments of $1,200 million. OTHER MATTERS RECENT DEVELOPMENTS On September 23, 1997, Shell Oil and Tejas Gas Corporation ("Tejas") announced they had entered into a merger agreement pursuant to which Shell Oil would acquire all of the outstanding common stock of Tejas for $61.50 per share in cash which, on a fully diluted common stock basis, would represent an aggregate common stock purchase price of approximately $1.45 billion. In addition, Shell Oil would assume Tejas' balance sheet debt and preferred stock of approximately $900 million. The transaction is subject to the approval of the Tejas stockholders, applicable regulatory approvals and certain other conditions, and is expected to close by December 31, 1997. In addition to the economic conditions and other matters discussed above affecting Shell Oil, the operations, earnings and financial condition of Shell Oil may be affected by political developments; litigation; and legislation, regulation and other actions taken by federal, state, local and foreign governmental entities, including those matters discussed in Note C of the Notes to Interim Financial Statements. ------------------------ PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. As previously reported on Form 10-Q for the quarter ended March 31, 1997, Environmental Protection Agency ("EPA") Region 5 and the U. S. Department of Justice ("DOJ") notified the Company and its subsidiary, the Shell Wood River Refining Company ("Wood River"), of an intention to bring a multi-media civil enforcement action against the Company and Wood River for alleged violations of the Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation and Liability Act, and the Emergency Planning and Community Right-to-Know Act. The Company, Wood River, the EPA and the DOJ have been engaging in settlement discussion and have reached conceptual agreement on the major terms of a settlement to resolve this matter. The tentative settlement provides for a cash penalty of $2 million and performance of supplemental environmental projects. Discussions to finalize the details of a settlement are ongoing. The Company and its subsidiary, Shell Oil Products Company, received a notice of violation from the California Environmental Protection Agency alleging that between January 3, 1994 and November 26, 1995, the Company underadditized 5,900,273 gallons of gasoline at its non-proprietary terminals and 2,437,662 gallons at its proprietary terminals in violation of state law. Shell Pipe Line Corporation received a notice of violation from the California Environmental Protection agency alleging that Shell underadditized certain gallons of gasoline in 1996 contrary to state law. The Company and the Agency are currently discussing the scope and resolution of these alleged violations. 10 11 On October 16, 1997, the United States District Court in Delaware issued an opinion holding that certain income tax credits recorded by Shell Oil in previous years arising out of production of oil from tar sands were denied because the Court determined that Shell Oil had used the wrong definition of tar sands production to calculate the same. Shell Oil is currently examining the effect of this decision on other previously recorded tar sands tax credits. However, Shell Oil believes that the District court decision was incorrect and intends to vigorously appeal such decision. In any case, Shell Oil believes that many of its tar sands tax credits are validly claimed under the alternative definition asserted by the government in the District Court case. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 27. Financial Data Schedule. (b) Reports on Form 8-K. None SIGNATURES 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. SHELL OIL COMPANY By N. J. CARUSO ---------------------------------- N. J. Caruso, Controller (Principal Accounting and Duly Authorized Officer) Date: November 4, 1997 11 12 INDEX TO EXHIBITS Exhibit Page Number Description Number - ------- ----------- ------ 27 Financial Data Schedule................ 12