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 March 31, 1998 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 April 30, 1998 - 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, p.l.c, 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 FIRST QUARTER ----------------- 1998 1997 ------- ------- REVENUES Sales and other operating revenue .......................... $ 5,026 $ 8,393 Less: Consumer excise and sales taxes ..................... 378 916 ------- ------- 4,648 7,477 Equity in income of affiliates ............................. 120 96 Interest and other income .................................. 36 59 ------- ------- TOTAL ............................................. 4,804 7,632 COSTS AND EXPENSES Purchased raw materials and products ....................... 2,943 5,128 Operating expenses ......................................... 678 734 Selling, general and administrative expenses ............... 219 214 Exploration, including exploratory dry holes ............... 69 78 Research expenses .......................................... 37 36 Depreciation, depletion, amortization and retirements ...... 396 499 Interest and discount amortization ......................... 85 45 Operating taxes ............................................ 68 113 ------- ------- TOTAL ............................................. 4,495 6,847 INCOME BEFORE INCOME TAXES AND MINORITY INTEREST ................ 309 785 Federal and other income taxes ............................. 113 253 Minority interest in income of subsidiaries ................ 24 15 ------- ------- NET INCOME ...................................................... $ 172 $ 517 ======= ======= Note: Certain 1997 amounts have been reclassified to conform with current year presentation. ---------------------------- OPERATING SEGMENTS INFORMATION Millions of Dollars FIRST QUARTER ------------------ 1998 1997 ------- ------- SEGMENT NET INCOME (LOSS) (net of minority interest) Oil and Gas Exploration and Production ..................... $ 147 $ 453 Downstream Gas ............................................. 9 -- Oil Products ............................................... 11 11 Chemical Products .......................................... 105 106 Other ...................................................... 3 1 Corporate Items ................................................. (103) (54) ------- ------- NET INCOME ...................................................... $ 172 $ 517 ======= ======= 2 3 SHELL OIL COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET Millions of Dollars MARCH 31 DECEMBER 31 1998 1997 ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents .................................. $ 361 $ 342 Receivables and prepayments, less allowance for doubtful accounts ...................................... 2,699 3,414 Owing by related parties ................................... 292 280 Inventories of oils and chemicals .......................... 791 974 Inventories of materials and supplies ...................... 169 218 ------------ ------------ TOTAL CURRENT ASSETS .............................. 4,312 5,228 INVESTMENTS ..................................................... 10,389 6,456 LONG-TERM RECEIVABLES AND DEFERRED CHARGES ........................................... 1,986 1,150 PROPERTY, PLANT AND EQUIPMENT AT COST, LESS ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF $13,946 AT MARCH 31, 1998 AND $16,505 AT DECEMBER 31, 1997 ........................... 14,252 16,767 GOODWILL, NET ................................................... 1,033 -- ------------ ------------ TOTAL ............................................. $ 31,972 $ 29,601 ============ ============ LIABILITIES AND SHAREHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable - trade ................................... $ 1,390 $ 2,257 Other payables and accruals ................................ 1,352 1,281 Income, operating and consumer taxes ....................... 144 186 Owing to related parties ................................... 390 303 Short-term debt ............................................ 6,381 3,539 ------------ ------------ TOTAL CURRENT LIABILITIES .......................... 9,657 7,566 LONG-TERM DEBT .................................................. 776 585 DEFERRED INCOME TAXES ........................................... 3,249 3,339 LONG-TERM LIABILITIES ........................................... 2,238 2,154 MINORITY INTEREST ............................................... 1,414 1,079 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 ........................................ 12,432 12,672 ------------ ------------ TOTAL SHAREHOLDER'S EQUITY ......................... 14,638 14,878 ------------ ------------ TOTAL .............................................. $ 31,972 $ 29,601 ============ ============ 3 4 SHELL OIL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Millions of Dollars FIRST QUARTER ------------------ 1998 1997 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income ............................................... $ 172 $ 517 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, amortization and retirements 396 499 Dividends in excess of (less than) equity income ..... (44) (64) (Increases) decreases in working capital: Receivables and prepayments ..................... 425 410 Inventories ..................................... (43) (268) Current payables and accruals ................... (401) (480) Deferred income taxes ................................ (339) 85 Minority interest in income of subsidiaries .......... 24 15 Other noncurrent items ............................... 110 (56) ------- ------- Net Cash Provided by Operating Activities ....... 300 658 CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES Capital expenditures: Acquisition of Tejas ................................. (1,376) -- Other ................................................ (617) (663) Proceeds from property sales and salvage ................. 67 16 Other investments ........................................ (69) 3 ------- ------- Net Cash Used for Investing Activities .......... (1,995) (644) ------- ------- CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES Proceeds from issuance of long-term debt ................. -- 31 Principal payments on long-term debt ..................... (340) (253) Proceeds from sales of securities of subsidiaries ........ 338 1 Dividends to shareholder ................................. (413) (400) Dividends to minority interest ........................... (27) (13) Increase (decrease) in short-term obligations ............ 2,156 866 ------- ------- Net Cash Provided by Financing Activities ....... 1,714 232 ------- ------- NET CASH FLOWS Increase (Decrease) in cash and cash equivalents ......... $ 19 $ 246 ======= ======= CASH AND CASH EQUIVALENTS Balance at beginning of period ........................... $ 342 $ 393 Increase (decrease) in cash and cash equivalents ......... 19 246 ------- ------- Balance at end of period ........................ $ 361 $ 639 ======= ======= 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 ("the Commission") in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. 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 first quarter of 1998 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 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. March 31 December 31 Millions of dollars 1998 1997 ------------ ------------ Current assets ....................................................... $ 135 $ 111 Noncurrent assets .................................................... 774 777 Current liabilities .................................................. 164 179 Noncurrent liabilities ............................................... 76 77 First Quarter --------------------------- Millions of dollars 1998 1997 ------------ ------------ Revenue .............................................................. $ 94 $ 95 Operating income ..................................................... 47 49 Net income ........................................................... 37 36 C. SIGNIFICANT 1998 ALLIANCES AND ACQUISITIONS EQUILON ENTERPRISES LLC. On January 15, 1998, Shell Oil and Texaco Inc. reached agreement on the formation and operational start up, effective January 1, 1998, of Equilon Enterprises LLC ("Equilon"). Equilon is a joint venture which combines major elements of both companies' western and midwestern United States refining and marketing businesses and both companies' nationwide trading, transportation and lubricants businesses. Shell Oil owns 56 percent of Equilon but does not exercise control and therefore accounts for its investment in Equilon using the equity method of accounting. Shell Oil recorded its investment in Equilon by removing from its consolidated balance sheet the values of the assets and liabilities it contributed to the joint venture, or approximately $6.2 billion and $2.3 billion, respectively, and, in turn, recording the net of these amounts, or approximately $3.9 billion as its equity investment in Equilon. Further detail concerning this new venture was included in the Company's Current Report on Form 8-K filed with the Commission on January 30, 1998. 5 6 TEJAS GAS CORPORATION. In January 1998 Shell Oil acquired all of the outstanding common stock of Tejas Gas Corporation ("Tejas"), a natural gas pipeline company engaged in the business of purchasing, gathering, processing, treating, storing, transporting and marketing natural gas, for $61.50 per share which, on a fully diluted common stock basis, represented an aggregate common stock purchase price of approximately $1.4 billion. In addition, Shell Oil assumed Tejas' balance sheet debt and preferred stock of approximately $1.4 billion. Shell Oil accounted for this transaction using the purchase method of accounting. Prior to this transaction, Shell Oil, Tejas and Shell Canada jointly owned Coral Energy, L.P. ("Coral"), a gas marketing enterprise, with an ownership interest of 44 percent, 44 percent and 12 percent, respectively. Shell Oil accounted for its 44 percent interest in Coral using the equity method of accounting; however, with the completion of the Tejas acquisition, Shell Oil fully consolidates its now 88 percent ownership interest in Coral. The following summary, prepared on a pro forma basis, presents the Shell Oil results of operations for the first quarter of 1997 as if Equilon had been formed and Tejas had been acquired on January 1, 1997: SHELL OIL COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED RESULTS OF OPERATIONS Three Month Period Ended March 31, 1997 --------------------- (millions of dollars) Gross Revenues...................................................... $ 6,463 Net Income.......................................................... 510 The above pro forma financial information was prepared by Shell Oil based on available information and upon certain assumptions which management believes are reasonable. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been consummated for the period presented. Additionally, the pro forma financial information is not intended to be a prediction of future results, and it does not reflect any synergies that are expected to be achieved from the combined operations. D. EQUILON ENTERPRISES LLC The following unaudited financial information for Equilon is reflected on a 100 percent Equilon basis: Three Month Period Ended March 31, 1998 --------------------- (millions of dollars) Gross Revenues...................................................... $ 6,360 Income Before Tax................................................... 112 As a limited liability company, Equilon's results of operations do not include income tax liability, but rather the income tax liability is reflected in the results of operations of the parent companies. Shell Oil's 56 percent equity share of Equilon's Income Before Tax and the corresponding income tax expense is reflected currently in Shell Oil's Consolidated Statement of Income. E. 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 6 7 excise tax returns are being examined and certain interpretations by Shell Oil of complex tax statutes, regulations and practices are being challenged. 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 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. The Company fabricated the resin for this pipe. 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 in the United States 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 filed until 2009, 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, claims continue to be filed involving problems with polybutylene pipe used in municipal water distribution systems. 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 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. ------------------------ 7 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Shell Oil Company reported first quarter net income of $172 million, a decrease of $345 million, or 67 percent, from the $517 million in the same 1997 period. Excluding special items in both quarters, adjusted net income in the first quarter of 1998 declined $328 million, or 66 percent from the comparable 1997 period. Earnings in the first quarter of 1998 reflected a severe drop in crude oil and natural gas prices compared to the same period last year. Crude oil prices declined about 40 percent, while natural gas prices fell almost 30 percent. At the same time, margins for refined products were pressured by rapidly falling selling prices and higher costs, resulting in lower than expected downstream earnings. Among other factors contributing to the earnings decline was higher interest costs due to increased debt associated with the January 1998 acquisition of Tejas. OIL AND GAS EXPLORATION AND PRODUCTION Income Highlights FIRST QUARTER - ----------------- -------------------- 1998 1997 -------- --------- (millions of dollars) Segment Net Income ................................................... $ 147 $ 453 Special Items ........................................................ 3 26 ------- ------- Adjusted Net Income .................................................. 144 427 Oil and gas exploration and production net income totaled $147 million for the first quarter 1998, a decrease of $306 million from the 1997 quarter. Adjusted net income, which excludes special items, was $144 million for the 1998 quarter, down $283 million. In the first quarter of 1998, income benefited from increased production of crude oil and natural gas. Domestic crude oil production in the first quarter of 1998 increased 16 percent compared to the same period in 1997, while natural gas production increased 8 percent. The increase in domestic crude oil production represents the sixth consecutive quarterly increase and the highest level for domestic oil production in the last 10 years. This strong operating performance was, however, more than offset by the downward spiral of crude oil prices which began in 1997 and continued throughout the first quarter of 1998. Domestic crude oil prices in the 1998 quarter averaged $12.12 per barrel, down $7.16 per barrel from the 1997 quarter. Natural gas prices were also lower, averaging $2.12 per thousand cubic feet, as compared to $2.93 per thousand cubic feet in the same 1997 period. Domestic crude oil production in the first quarter of 1998 averaged 451,000 barrels per day compared to 389,000 barrels per day in 1997, up 62,000 barrels per day, primarily from increased production in the deepwater Gulf of Mexico. Natural gas production increased 142 million cubic feet per day, or 8 percent. Domestic crude oil and natural gas production include Shell Oil's net production plus a prorata share, based on ownership interest, of domestic equity companies' production. Equity companies are those companies in which Shell Oil has significant influence but not control. 8 9 DOWNSTREAM GAS Income Highlights FIRST QUARTER - ----------------- --------------------- 1998 1997 --------- -------- (millions of dollars) Segment Net Income ................................................... $ 9 $ -- Special Items ........................................................ -- -- ------- ------- Adjusted Net Income .................................................. 9 -- Downstream gas, a new operating segment of Shell Oil, had net income of $9 million for the first quarter of 1998. The downstream gas segment began operations in January, 1998; as a result, no comparative earnings data are available for 1997. In January 1998, Shell Oil acquired Tejas, including Tejas' interest in Coral Energy, L.P. (Coral), as further discussed in Note C of the Notes to Interim Financial Statements. In addition to Shell Oil's previously existing natural gas marketing business and its infrastructure of natural gas pipelines in the Gulf of Mexico, the new downstream gas segment also includes the operations of Tejas, Coral and Corpus Christi Natural Gas, which was acquired in 1997. During the first quarter of 1998, this new business segment had pipeline throughput of 6.6 BCF/D. Gas processing margins in the 1998 period were unfavorably impacted by general market conditions. Gas transport margins were also lower, due in part to the expiration of several long-term contracts. OIL PRODUCTS Income Highlights FIRST QUARTER - ----------------- ------------------- 1998 1997 ------- ------- (millions of dollars) Segment Net Income ................................................... $ 11 $ 11 Special Items ........................................................ (1) (5) ------- ------- Adjusted Net Income .................................................. 12 16 Oil products net income, including Shell Oil's equity share of the earnings of Equilon totaled $11 million in the first quarter of 1998, the same as in 1997. Adjusted net income, which excludes special items, was $12 million for the first quarter of 1998, down $4 million. Overall, benefits derived from slightly improved margins were offset by increased manufacturing costs, higher promotional expenses and transition costs. Equilon's results benefited from strong performances by its transportation and lubricants businesses. As further discussed in Note C of the Notes to Interim Financial Statements and as reported in the Company's Current Report on Form 8-K filed with the Commission on January 30, 1998, operations began, effective January 1, 1998, in Equilon, the new refining and marketing venture jointly owned by Shell Oil and Texaco. Equilon combines major elements of both companies' western and midwestern United States refining and marketing businesses and their nationwide trading, transportation and lubricants businesses. 9 10 CHEMICAL PRODUCTS Income Highlights FIRST QUARTER - ----------------- ------------------------- 1998 1997 --------- --------- (millions of dollars) Segment Net Income......................................................... $ 105 $ 106 Special Items ............................................................. 2 (3) ------- --------- Adjusted Net Income........................................................ 103 109 Chemical products net income was $105 million in the first quarter of 1998 compared with $106 million in the same 1997 period. Adjusted net income, which excludes special items, was $103 million for the 1998 quarter, down $6 million. Downstream chemicals (intermediates, solvents and polymers) earnings improved as margins benefited from lower feedstock costs. While primary chemicals also benefited from lower feedstock costs, margins declined as selling prices dropped more than feedstocks, particularly in Far East markets. Overall margins improved, but these benefits were offset by lower sales volumes and increased manufacturing turnaround costs. The olefins unit at the Deer Park, Texas plant, which was damaged in a June 1997 explosion and fire, resumed operations during the quarter. OTHER Net income for the other operating segment was $3 million in the first quarter of 1998 compared to net income of $1 million in the first quarter of 1997. CORPORATE ITEMS Corporate charges totaled $103 million in the first quarter of 1997 compared to charges of $54 million in the first quarter of 1997. Factors contributing to these increased costs were higher financing costs related to a higher level of debt and costs associated with the corporate brand initiative. FINANCIAL CONDITION CAPITAL RESOURCES AND LIQUIDITY Cash flow provided by operating activities totaled $300 million for the first quarter of 1998, compared with $658 million last year, a decrease of $358 million. The decrease was due in part to lower earnings in the 1998 first quarter. The major uses of cash generated from operating activities, coupled with an increase in debt of $1,816 million and other proceeds, were for capital expenditures of $1,993 million and dividend payments of $440 million. OTHER MATTERS RECENT DEVELOPMENTS During the second quarter of 1998, Shell Oil entered into an agreement to sell its Anacortes refinery to Tesoro Petroleum Corporation. Shell Oil is required to divest the refinery as part of a settlement with the Federal Trade Commission ("FTC") and the attorneys general of the states of Washington and Oregon involving Shell Oil's and Texaco's Equilon joint venture. Shell Oil and Texaco have agreed that any gain or loss which may result from the sale of the refinery will be deemed to be incurred by Equilon. Tesoro will acquire the refinery for $237 million plus an additional payment for 10 11 net working capital. The FTC and the states will have final approval of the transaction and Tesoro as the buyer. The transaction is expected to close during the summer of 1998. Shell Oil, Texaco and Saudi Refining Incorporated (a corporate affiliate of Saudi Aramco) are working to finalize agreements for a separate joint venture involving their eastern United States and Gulf Coast refining and marketing businesses. This venture is planned to be owned 35 percent by Shell Oil, 32.5 percent by Texaco and 32.5 percent by Saudi Refining, Inc. (such ownership to be subject to adjustment in the future based on the performance of the assets). The Shell Oil Board of Directors has approved entering into equity swap agreements based on Royal Dutch Petroleum Company stock. These swaps would not exceed the amount of Royal Dutch Petroleum Company stock appreciation rights granted to certain Shell Oil employees, currently approximately 9 million shares, or exceed a five-year term. Actual execution of these swaps will be dependent upon future market conditions and other factors. Net Cash Provided by Operating Activities was incorrectly reported in Shell Oil's April 22, 1998 press release reporting first quarter 1998 earnings, and has been corrected in this filing. 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 international governmental entities, including those matters discussed in Note E of the Notes to Interim Financial Statements. --------------------------- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As previously reported, the Shell Wood River Refining Company ("Wood River") had received notice from the Office of the United States Attorney, Southern District of Illinois, informing of that office's consideration of filing of federal charges against Wood River alleging violations of the migratory Bird Treaty Act. Wood River, the U.S. Attorney's Office, and the U. S. Fish and Wildlife Service, on whose behalf the U.S. Attorney was acting, have now resolved this matter. In response to violation notices issued by the Fish and Wildlife Service, Wood River has forfeited collateral in the amount of $20,000 to achieve this resolution. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 27. Financial Data Schedule. (b) Reports on Form 8-K. On January 30, 1998, the Company filed a Current Report on Form 8-K for the following event: Item 2. Acquisition or Disposition of Assets and Item 7. Financial Statements and Exhibits regarding its January 15, 1998 acquisition and disposition of assets incidental to the formation of Equilon Enterprises LLC with Texaco Inc. The Form 8-K included unaudited pro forma consolidated financial statements of the Company for the year ended December 31, 1996 and the nine months ended September 30, 1997 and were presented as if the formation and 11 12 operational startup had occurred at the beginning of each period presented. As an exhibit to the 8-K the Company included the Asset Transfer and Liability Assumption Agreement dated as of January 15, 1998 setting forth the terms of such acquisition and disposition. 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: May 8, 1998 12 13 INDEX TO EXHIBITS Exhibit Page Number Description Number - ------- ----------- ------- 27 Financial Data Schedule...................................................... 13