<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
---------
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------------------------
FOR THE QUARTER ENDED: COMMISSION FILE NO.:
MARCH 31, 1996 1-4601
- - --------------------- -------------------
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
- - --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NETHERLANDS ANTILLES 52-0684746
- - ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
277 PARK AVENUE
NEW YORK, NEW YORK, U.S.A. 10172
42 RUE SAINT-DOMINIQUE
PARIS, FRANCE 75007
LAAN VAN MEERDERVOORT 55
THE HAGUE,
THE NETHERLANDS 2517 AG
- - --------------------------------- -----------
(ADDRESSES OF PRINCIPAL EXECUTIVE (ZIP CODES)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER: (212) 350-9400
INDICATE BY CHECK MARK WHETHER 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 AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS.
YES X NO
------- -------
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
CLASS OUTSTANDING AT APRIL 30, 1996
----------------------------- -----------------------------
COMMON STOCK, $0.01 PAR VALUE 244,641,500
<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
ITEM 1 : FINANCIAL STATEMENTS
- - -----------------------------
SCHLUMBERGER LIMITED
--------------------
(SCHLUMBERGER N.V., INCORPORATED IN THE NETHERLANDS ANTILLES)
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
REVENUE:
OPERATING $2,027,828 $1,762,297
INTEREST AND OTHER INCOME 17,370 23,878
---------- ----------
2,045,198 1,786,175
---------- ----------
EXPENSES:
COST OF GOODS SOLD AND SERVICES 1,549,603 1,336,462
RESEARCH & ENGINEERING 110,799 103,285
MARKETING 73,190 65,923
GENERAL 85,259 85,602
INTEREST 17,343 20,526
TAXES ON INCOME 38,137 27,568
---------- ----------
1,874,331 1,639,366
---------- ----------
NET INCOME $ 170,867 $ 146,809
========== ==========
NET INCOME PER SHARE $ 0.70 $ 0.61
========== ==========
AVERAGE SHARES OUTSTANDING
(THOUSANDS) 243,358 242,052
========== ==========
DIVIDENDS DECLARED PER SHARE $ 0.375 $ 0.30
========== ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-2-
<PAGE>
SCHLUMBERGER LIMITED
--------------------
(SCHLUMBERGER N.V., INCORPORATED IN THE NETHERLANDS ANTILLES)
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
--------------------------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MAR. 31, DEC. 31,
ASSETS 1996 1995
- - ------ ------------ ------------
<S> <C> <C>
CURRENT ASSETS:
CASH AND SHORT-TERM INVESTMENTS $ 1,025,814 $ 1,120,533
RECEIVABLES LESS ALLOWANCE FOR DOUBTFUL ACCOUNTS
(1996 - $59,999; 1995 - $58,246) 1,988,905 1,939,873
INVENTORIES 870,121 782,168
OTHER CURRENT ASSETS 209,751 181,129
----------- -----------
4,094,591 4,023,703
LONG-TERM INVESTMENTS, HELD TO MATURITY 279,972 279,950
FIXED ASSETS:
PROPERTY, PLANT AND EQUIPMENT 9,198,441 9,108,107
LESS ACCUMULATED DEPRECIATION (6,089,214) (5,989,649)
----------- -----------
3,109,227 3,118,458
EXCESS OF INVESTMENT OVER NET ASSETS OF
COMPANIES PURCHASED, LESS AMORTIZATION 1,308,611 1,330,490
OTHER ASSETS 165,720 157,499
----------- -----------
$ 8,958,121 $ 8,910,100
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
- - ----------------------------------
CURRENT LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 1,743,695 $ 1,773,605
ESTIMATED LIABILITY FOR TAXES ON INCOME 287,058 299,841
BANK LOANS 530,828 515,703
DIVIDEND PAYABLE 91,776 91,706
LONG-TERM DEBT DUE WITHIN ONE YEAR 86,493 83,417
----------- -----------
2,739,850 2,764,272
LONG-TERM DEBT 568,475 613,404
POSTRETIREMENT BENEFITS 363,207 354,830
OTHER LIABILITIES 198,784 213,577
----------- -----------
3,870,316 3,946,083
----------- -----------
STOCKHOLDERS' EQUITY:
COMMON STOCK 753,621 737,328
INCOME RETAINED FOR USE IN THE BUSINESS 6,733,571 6,654,072
TREASURY STOCK AT COST (2,380,412) (2,414,577)
TRANSLATION ADJUSTMENT (18,975) (12,806)
----------- -----------
5,087,805 4,964,017
----------- -----------
$ 8,958,121 $ 8,910,100
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-3-
<PAGE>
SCHLUMBERGER LIMITED
--------------------
(SCHLUMBERGER N.V., INCORPORATED IN THE NETHERLANDS ANTILLES)
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 170,867 $ 146,809
ADJUSTMENTS TO RECONCILE NET INCOME TO
CASH PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 217,013 198,930
EARNINGS OF COMPANIES CARRIED AT EQUITY,
LESS DIVIDENDS RECEIVED (DIVIDENDS:
1996 - $133 ; 1995 - $0) 727 (1,077)
PROVISION FOR LOSSES ON ACCOUNTS RECEIVABLE 4,318 2,511
OTHER ADJUSTMENTS (652) (822)
CHANGE IN OPERATING ASSETS AND LIABILITIES:
INCREASE IN RECEIVABLES (63,502) (42,001)
INCREASE IN INVENTORIES (94,459) (42,147)
DECREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES (17,639) (44,412)
(DECREASE) INCREASE IN ESTIMATED
LIABILITY FOR TAXES ON INCOME (11,927) 506
OTHER - NET (45,683) (34,129)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 159,063 184,168
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASES OF FIXED ASSETS (219,236) (201,659)
SALES/RETIREMENTS OF FIXED ASSETS 19,039 18,416
DECREASE IN INVESTMENTS 112,765 63,748
PAYMENT FOR PURCHASE OF BUSINESSES - (53,513)
(INCREASE) DECREASE IN OTHER ASSETS (422) 6,914
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (87,854) (166,094)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
DIVIDENDS PAID (91,151) (72,907)
PROCEEDS FROM EXERCISE OF STOCK OPTIONS 50,534 1,977
PURCHASE OF TREASURY SHARES - (19,667)
PROCEEDS FROM ISSUANCE OF LONG-TERM DEBT 9,095 4,282
PAYMENTS OF PRINCIPAL ON LONG-TERM DEBT (38,849) (4,596)
NET INCREASE IN SHORT-TERM DEBT 18,135 67,731
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES (52,236) (23,180)
--------- ---------
NET INCREASE (DECREASE) IN CASH 18,973 (5,106)
CASH, BEGINNING OF PERIOD 72,515 7,671
--------- ---------
CASH, END OF PERIOD $ 91,488 $ 52,565
========= =========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-4-
<PAGE>
SCHLUMBERGER LIMITED
--------------------
(SCHLUMBERGER N.V., INCORPORATED IN THE NETHERLANDS ANTILLES)
AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS NECESSARY TO PRESENT FAIRLY THE
FINANCIAL POSITION AND THE RESULTS OF OPERATIONS HAVE BEEN MADE IN THE
ACCOMPANYING INTERIM FINANCIAL STATEMENTS. THE COMPANY'S SIGNIFICANT ACCOUNTING
POLICIES ARE SUMMARIZED IN ITS 1995 ANNUAL REPORT. THESE POLICIES HAVE BEEN
CONSISTENTLY APPLIED DURING THE INTERIM PERIOD PRESENTED IN THIS REPORT. THE
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1996 ARE NOT
NECESSARILY INDICATIVE OF THE RESULTS OF OPERATIONS THAT MAY BE EXPECTED FOR THE
ENTIRE YEAR.
INCOME TAX EXPENSE
- - ------------------
THE COMPANY AND ITS SUBSIDIARIES OPERATE IN OVER 100 TAXING JURISDICTIONS.
THE COMPANY'S US CONSOLIDATED GROUP HAS A NET OPERATING LOSS CARRYFORWARD OF
$520 MILLION AND NET DEDUCTIBLE TEMPORARY DIFFERENCES OF $635 MILLION AT MARCH
31, 1996. SIGNIFICANT TEMPORARY DIFFERENCES PERTAIN TO POSTRETIREMENT MEDICAL
BENEFITS, FIXED ASSETS AND ENVIRONMENTAL REMEDIATION PROJECTS. MOST OF THE
CARRYFORWARD WILL EXPIRE IN THE YEARS 2002-2003.
NO DEFERRED TAX ASSET RELATED TO THE CARRYFORWARDS HAS BEEN RECORDED AS THE
COMPANY HAS CONCLUDED THAT A FULL VALUATION ALLOWANCE REMAINS APPROPRIATE IN
LIGHT OF THE COMPANY'S HISTORICAL EXPERIENCE IN ITS US OPERATIONS WHERE THERE IS
UNCERTAINTY WITH RESPECT TO THE ABILITY TO FORECAST WITH ACCEPTABLE ACCURACY A
SUFFICIENTLY HIGH LEVEL OF SUSTAINED PROFITABILITY TO JUSTIFY THE RECORDING OF
AN INCOME TAX ASSET, THE REALIZATION OF WHICH IS DEPENDENT UPON FUTURE OPERATING
RESULTS. IN ADDITION, RAPID CHANGES IN MARKET CONDITIONS AND THE FACT THAT THE
US OPERATIONS HAVE BEEN IN A TAX LOSS CARRYFORWARD POSITION FOR TEN YEARS ARE
OTHER FACTORS TAKEN INTO CONSIDERATION.
THE EFFECT OF THE US OPERATING LOSS CARRYFORWARD IS A SIGNIFICANT RECONCILING
ITEM BETWEEN THE US STATUTORY FEDERAL TAX RATE (35%) AND THE COMPANY'S EFFECTIVE
TAX RATE. THE OPERATING LOSS CARRYFORWARD HAD THE EFFECT OF REDUCING MARCH 31,
1996 AND 1995 INCOME TAX EXPENSE BY $17 MILLION AND $16 MILLION, RESPECTIVELY.
EXCLUDING THE EFFECT OF THE LOSS CARRYFORWARD, THE COMPANY'S EFFECTIVE TAX RATES
WOULD HAVE BEEN ABOUT 26% AND 25% IN THE PERIODS ENDED MARCH 31, 1996 AND 1995,
RESPECTIVELY.
-5-
<PAGE>
CONTINGENCIES
- - -------------
THE COMPANY AND ITS SUBSIDIARIES COMPLY WITH GOVERNMENT LAWS AND REGULATIONS AND
RESPONSIBLE MANAGEMENT PRACTICES FOR THE PROTECTION OF THE ENVIRONMENT. THE
CONSOLIDATED BALANCE SHEET INCLUDES ACCRUALS FOR THE ESTIMATED FUTURE COSTS
ASSOCIATED WITH CERTAIN ENVIRONMENTAL REMEDIATION ACTIVITIES RELATED TO THE PAST
USE OR DISPOSAL OF HAZARDOUS MATERIALS. SUBSTANTIALLY ALL SUCH COSTS RELATE TO
DIVESTED OPERATIONS AND TO FACILITIES OR LOCATIONS THAT ARE NO LONGER IN
OPERATION. DUE TO A NUMBER OF UNCERTAINTIES, INCLUDING UNCERTAINTY OF TIMING,
THE SCOPE OF REMEDIATION, FUTURE TECHNOLOGY, REGULATORY CHANGES AND OTHER
FACTORS, IT IS POSSIBLE THAT THE ULTIMATE REMEDIATION COSTS MAY EXCEED THE
AMOUNTS ACCRUED. HOWEVER, IN THE OPINION OF MANAGEMENT, SUCH ADDITIONAL COSTS
ARE NOT EXPECTED TO BE MATERIAL RELATIVE TO CONSOLIDATED LIQUIDITY, FINANCIAL
POSITION OR FUTURE RESULTS OF OPERATIONS.
IN A CASE IN TEXAS INVOLVING THE VALIDITY OF A 1988 SETTLEMENT AND RELEASE IN
CONNECTION WITH AN INCIDENTAL BUSINESS VENTURE, THE TRIAL COURT, IN 1993,
RENDERED A JUDGMENT NOTWITHSTANDING THE VERDICT OF THE JURY, EXONERATING
SCHLUMBERGER FROM ANY LIABILITY. IN LATE 1994, A TEXAS COURT OF APPEALS REVERSED
THE TRIAL COURT JUDGMENT AND REINSTATED THE JURY AWARD OF ABOUT $75 MILLION
AGAINST SCHLUMBERGER. THE TEXAS SUPREME COURT GRANTED THE SCHLUMBERGER MOTION
TO HEAR THE CASE. ORAL ARGUMENT WAS HELD BEFORE THE TEXAS SUPREME COURT ON
OCTOBER 11, 1995. SCHLUMBERGER AND OUTSIDE COUNSEL BELIEVE THE DECISION OF THE
TRIAL COURT WAS CORRECT. CONSEQUENTLY, NO PROVISION HAS BEEN MADE IN THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THIS MATTER.
IN MAY 1996, IN A CASE INVOLVING A $3 MILLION CONTRACT DISPUTE, THE TRIAL COURT
IN JOHNSON COUNTY, TEXAS, ENTERED JUDGMENT ON JURY FINDINGS ADVERSE TO
SCHLUMBERGER FOR $23 MILLION IN DAMAGES, WHICH HAS BEEN DOUBLED, PLUS ATTORNEY'S
FEES AND INTEREST. THE COMPANY AND ITS OUTSIDE COUNSEL BELIEVE THE FINDINGS AND
THE JUDGMENT ARE NOT SUPPORTED BY THE EVIDENCE AND LAW, AND WILL APPEAL.
ACCORDINGLY, NO PROVISION HAS BEEN MADE IN THE ACCOMPANYING FINANCIAL STATEMENT
FOR THIS MATTER.
IN ADDITION, THE COMPANY AND ITS SUBSIDIARIES ARE PARTY TO VARIOUS OTHER LEGAL
PROCEEDINGS. ALTHOUGH THE ULTIMATE DISPOSITION OF THESE PROCEEDINGS IS NOT
PRESENTLY DETERMINABLE, IN THE OPINION OF THE COMPANY ANY LIABILITY THAT MIGHT
ENSUE WOULD NOT BE MATERIAL IN RELATION TO THE CONSOLIDATED FINANCIAL
STATEMENTS.
-6-
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- - --------------------------------------------------------------------------------
OF OPERATIONS
- - -------------
FIRST QUARTER 1996 COMPARED TO FIRST QUARTER 1995
-------------------------------------------------
FIRST QUARTER NET INCOME OF $171 MILLION AND EARNINGS PER SHARE OF $0.70 WERE
16% AND 15% HIGHER, RESPECTIVELY, THAN THE SAME PERIOD LAST YEAR.
OPERATING REVENUE OF $2.03 BILLION WAS 15% ABOVE FIRST QUARTER 1995.
OILFIELD SERVICES POSTED A 21% INCREASE IN REVENUE AS RIG COUNT ROSE 3%. DURING
THE QUARTER, ACTIVITY INCREASED IN KEY MARKETS, MAINLY OUTSIDE NORTH AMERICA,
POSITIVELY IMPACTING ALL PRODUCT LINES.
MEASUREMENT & SYSTEMS REVENUE WAS 5% HIGHER THAN THE SAME PERIOD LAST YEAR, WITH
ELECTRONIC TRANSACTIONS AND AUTOMATIC TEST EQUIPMENT CONTRIBUTING SIGNIFICANTLY.
BUSINESS REVIEW (STATED IN MILLIONS)
OILFIELD SERVICES MEASUREMENT & SYSTEMS
-------------------------- -----------------------
FIRST QUARTER 1996 1995 % CHANGE 1996 1995 % CHANGE
- - ------------- ------- ------- -------- ----- ----- --------
OPERATING REVENUE $ 1,353 $ 1,118 21% $ 676 $ 646 5%
OPERATING INCOME(1) $ 177 $ 137 29% $ 32 $ 32 -
(1) OPERATING INCOME REPRESENTS INCOME BEFORE INCOME TAXES, EXCLUDING
INTEREST EXPENSE AND INTEREST AND OTHER INCOME.
OILFIELD SERVICES
OILFIELD SERVICES OPERATING REVENUE INCREASED 21%, COMPARED WITH THE SAME PERIOD
LAST YEAR, WITH SIGNIFICANT CONTRIBUTIONS FROM ALL PRODUCT LINES. NORTH AMERICA
AND OUTSIDE NORTH AMERICA REVENUES WERE UP 6% AND 28%, RESPECTIVELY, AND
REPRESENTED 18% AND 49% OF CONSOLIDATED REVENUE, RESPECTIVELY.
OPERATING INCOME DECLINED $5 MILLION IN NORTH AMERICA. OUTSIDE NORTH
AMERICA, OPERATING INCOME INCREASED $47 MILLION. THE QUARTER INCLUDES AN
OPERATING LOSS OF $12 MILLION IN SEISMIC OPERATIONS, WHICH REPRESENTS A
SIGNIFICANT IMPROVEMENT COMPARED WITH THE LAST QUARTER OF 1995.
IN NORTH AMERICA, ACTIVITY IN THE GULF OF MEXICO WAS SLIGHTLY UP, WHILE
LAND OPERATIONS WERE FLAT. RIG COUNT FOR THE QUARTER INCREASED 2%. RAPID
DEPLOYMENT OF PLATFORM EXPRESS* WIRELINE LOGGING TECHNOLOGY CONTINUED, AND THE
GEOSTEERING* TOOL WAS SUCCESSFULLY INTRODUCED IN CANADA.
OUTSIDE NORTH AMERICA, RIG COUNT INCREASED 4%. STRONG ACTIVITY IN SOUTH
AMERICA, THE NORTH SEA, EUROPE AND AFRICA CONTRIBUTED SIGNIFICANTLY TO THE
GROWTH. RESULTS WERE FUELED BY THE ACCELERATED INTRODUCTION OF NEW
TECHNOLOGY, INCLUDING PLATFORM EXPRESS SERVICES, WHICH CLEARLY PROVIDES
ADDED VALUE TO CUSTOMERS. DEMAND INCREASED OFFSHORE WEST AFRICA FOR
SEMISUBMERSIBLE DRILLING RIGS, AND DAYRATES IN THE NORTH SEA CONTINUED
-7-
<PAGE>
TO CLIMB. COMPARED WITH THE FIRST QUARTER 1995, OUR AVERAGE OFFSHORE RIG
UTILIZATION RATE INCREASED FROM 86% TO 93%. AT MARCH 31, 1996, OUR FLEET
CONSISTED OF 77 RIGS: 33 LAND AND 44 OFFSHORE, NOW INCLUDING THE LAFFIT PINCAY
AND ACTINIA, WHICH ARE OPERATED UNDER MANAGEMENT CONTRACTS. DURING THE QUARTER,
MARINE SEISMIC STREAMER CAPACITY WAS INCREASED WITH SIGNIFICANT UPGRADES TO THE
THREE VESSELS, GECO TOPAZ, SEISRANGER AND LONGVA. FOR LAND SEISMIC, STRONG
BACKLOG EXISTS IN THE MIDDLE EAST WITH NEW OPERATIONS COMMENCING IN KUWAIT. LWD
AND MWD TECHNOLOGIES CONTINUED THEIR DOUBLE-DIGIT GROWTH. SLIM1* MWD SERVICES
ARE SUCCESSFULLY BEING USED TO ADDRESS THE GROWING REENTRY DRILLING MARKET.
DIRECTIONAL DRILLING SERVICES GREW 51%. DRILLING FLUIDS CONTINUED TO GENERATE
SUPERIOR RESULTS WHILE GAINING WIDE CLIENT ACCEPTANCE WITH VISPLEX* AND
ULTIDRILL* FLUIDS. SOFTWARE PRODUCTS, INCLUDING NEWLY ACQUIRED RESERVOIR
TECHNOLOGIES, INCREASED 33% OVER A VERY STRONG FIRST QUARTER LAST YEAR. GAINS
ACHIEVED IN SOFTWARE PRODUCTS ARE DUE TO A COMBINATION OF NEW PRODUCT RELEASES
AND INCREASED SHARE OF EXISTING MARKETS.
MEASUREMENT & SYSTEMS
REVENUE WAS UP 5% FROM LAST YEAR REFLECTING CONTINUED STRONG GROWTH AT
ELECTRONIC TRANSACTIONS AND AUTOMATIC TEST EQUIPMENT. ORDERS WERE IN LINE WITH
LAST YEAR.
MEASUREMENT & SYSTEMS OPERATING INCOME WAS FLAT, DUE PRIMARILY TO HIGHER
RESEARCH EXPENSES, ESPECIALLY AT ATE, COSTS ASSOCIATED WITH THE EXPANSION OF
EXISTING PRODUCTS INTO NEW MARKETS AND PRESSURE ON PRICES.
ELECTRONIC TRANSACTIONS REVENUE WAS UP 16%, REFLECTING CONTINUED STRONG
GROWTH OF SMART CARDS IN CHINA AND THE ACQUISITION OF DANYL, A UNITED STATES
POINT-OF-SALE TERMINAL MANUFACTURER. THE FIRST DELIVERIES OF SMART CARDS WERE
MADE FOR THE ATLANTA OLYMPICS, WHERE ELECTRONIC TRANSACTIONS IS THE MAJOR CARD
SUPPLIER. ORDERS INCREASED 12%, REFLECTING EXPANDED CARD DEMAND, INCLUDING LARGE
ORDERS FOR SUBSCRIBER IDENTITY MODULE (SIM) CARDS IN ASIA AND THE UNITED STATES.
AUTOMATIC TEST EQUIPMENT EXPERIENCED REVENUE GROWTH OF 5%, REFLECTING HIGHER
SHIPMENTS AT DIAGNOSTIC SYSTEMS, PARTICULARLY OF IDS10000* UNITS. ORDERS ROSE
14% WITH SIGNIFICANTLY STRONGER DEMAND AT TEST SYSTEMS AND AUTOMATED SYSTEMS.
REVENUE IN OUR ELECTRICITY MANAGEMENT, WATER MANAGEMENT AND GAS MANAGEMENT
BUSINESS INCREASED 2%, PRIMARILY DUE TO THE STRONG DEMAND FOR PREPAYMENT AND
MULTIFUNCTION METERS IN THE UK, AEG ELECTROMECHANICAL METERS IN GERMANY, A MORE
AGGRESSIVE REPLACEMENT POLICY FROM SERVICE COMPANIES IN THE FRENCH WATER METER
ALLOCATION MARKET AND A RECOVERY OF GAS PRESSURE REGULATION STATIONS. ORDERS
DECLINED 4% FROM THE PRIOR YEAR, REFLECTING STRONG PRICING PRESSURES.
INTEREST AND OTHER INCOME DECREASED $7 MILLION FROM THE FIRST QUARTER OF 1995
PRIMARILY DUE TO THE DECLINING INTEREST RATES COMBINED WITH LOWER AVERAGE
INVESTMENTS. GROSS MARGIN OF 24% REMAINED FLAT COMPARED WITH THE SAME QUARTER
LAST YEAR. RESEARCH AND ENGINEERING EXPENSE INCREASED 7% FROM LAST YEAR BUT
DECREASED TO 5.5% OF OPERATING REVENUE FROM 5.9% IN 1995. MARKETING EXPENSE WAS
UP 11%. GENERAL EXPENSE, EXPRESSED AS A PERCENTAGE OF OPERATING REVENUE,
DECREASED FROM 4.9% TO 4.2%. INTEREST EXPENSE DECREASED $3 MILLION, FROM THE
FIRST QUARTER LAST YEAR AS THE DECLINE IN INTEREST RATES MORE THAN OFFSET
SLIGHTLY HIGHER AVERAGE DEBT BALANCES.
*MARK OF SCHLUMBERGER
-8-
<PAGE>
PART II. OTHER INFORMATION
---------------------------
ITEM 4 : SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
(A) THE ANNUAL GENERAL MEETING OF STOCKHOLDERS OF THE REGISTRANT ("THE
MEETING") WAS HELD ON APRIL 10, 1996.
(B) AT THE MEETING, THE NUMBER OF DIRECTORS WAS FIXED AT 10 AND THE FOLLOWING-
NAMED 10 INDIVIDUALS WERE ELECTED TO COMPRISE THE ENTIRE BOARD OF DIRECTORS
OF THE REGISTRANT, EACH TO HOLD OFFICE UNTIL THE NEXT ANNUAL GENERAL
MEETING OF STOCKHOLDERS AND UNTIL A DIRECTOR'S SUCCESSOR IS ELECTED AND
QUALIFIED OR UNTIL A DIRECTOR'S DEATH, RESIGNATION OR REMOVAL. ALL OF THE
NOMINEES WERE DIRECTORS WHO WERE PREVIOUSLY ELECTED BY THE STOCKHOLDERS.
DON E. ACKERMAN
D. EUAN BAIRD
DENYS HENDERSON
ANDRE LEVY-LANG
WILLIAM T. MCCORMICK, JR.
DIDIER PRIMAT
NICOLAS SEYDOUX
LINDA GILLESPIE STUNTZ
SVEN ULLRING
EIJI UMENE
(C) IN ADDITION TO THE ELECTION OF DIRECTORS, THE MEETING VOTED TO APPROVE THE
COMPANY'S CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 1995, AND ITS
CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1995 AND
THE DECLARATION OF DIVIDENDS REFLECTED IN THE COMPANY'S 1995 ANNUAL REPORT
TO STOCKHOLDERS AND TO APPROVE THE APPOINTMENT OF PRICE WATERHOUSE AS
INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT THE ACCOUNTS OF THE COMPANY FOR THE
YEAR 1996.
THE VOTES CAST FOR THE ELECTION OF DIRECTORS, FOR THE APPROVAL OF
FINANCIAL STATEMENTS, AND FOR THE APPROVAL OF THE APPOINTMENT OF PRICE
WATERHOUSE WERE AS FOLLOWS:
<TABLE>
<CAPTION>
FOR WITHHELD
----------- ---------
<S> <C> <C>
DON E. ACKERMAN 209,398,180 439,042
D. EUAN BAIRD 209,444,748 392,474
DENYS HENDERSON 209,474,093 363,129
ANDRE LEVY-LANG 208,296,306 1,540,916
WILLIAM T. MCCORMICK, JR. 209,492,337 344,885
DIDIER PRIMAT 209,502,097 335,125
NICOLAS SEYDOUX 209,490,815 346,407
LINDA GILLESPIE STUNTZ 209,437,598 399,624
SVEN ULLRING 209,482,288 354,934
EIJI UMENE 209,147,097 690,125
</TABLE>
-9-
<PAGE>
FOR AGAINST ABSTAIN NON-VOTE
----------- ------- --------- -----------
FINANCIALS: 200,735,977 226,796 8,302,317 572,132
- - -----------
PRICE WATERHOUSE: 204,073,513 182,829 5,580,880 - 0 -
- - -----------------
ITEM 6 : EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(A) EXHIBITS : NONE
(B) REPORTS ON FORM 8-K : NONE
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 AND IN HIS CAPACITY AS PRINCIPAL
FINANCIAL OFFICER.
SCHLUMBERGER LIMITED
(REGISTRANT)
DATE: MAY 15, 1996 /S/ ARTHUR LINDENAUER
------------ -----------------------------------
ARTHUR LINDENAUER
EXECUTIVE VICE PRESIDENT - FINANCE
AND CHIEF FINANCIAL OFFICER
-10-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,025,814
<SECURITIES> 0
<RECEIVABLES> 2,048,904
<ALLOWANCES> (59,999)
<INVENTORY> 870,121
<CURRENT-ASSETS> 4,094,591
<PP&E> 9,198,441
<DEPRECIATION> (6,089,214)
<TOTAL-ASSETS> 8,958,121
<CURRENT-LIABILITIES> 2,739,850
<BONDS> 0
0
0
<COMMON> 753,621
<OTHER-SE> 4,334,184
<TOTAL-LIABILITY-AND-EQUITY> 8,958,121
<SALES> 576,385
<TOTAL-REVENUES> 2,045,198
<CGS> 394,389
<TOTAL-COSTS> 1,155,214
<OTHER-EXPENSES> 269,248
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,343
<INCOME-PRETAX> 209,004
<INCOME-TAX> 38,137
<INCOME-CONTINUING> 170,867
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 170,867
<EPS-PRIMARY> 0.70
<EPS-DILUTED> 0.70
</TABLE>
