<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, 1999 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
PARKSTRAAT 83
THE HAGUE,
THE NETHERLANDS 2514 JG
- ---------------------------------- -----------
(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, 1999
----------------------------- -----------------------------
COMMON STOCK, $0.01 PAR VALUE 547,023,775
<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 (1)
--------------------------------
(Unaudited)
<TABLE>
<CAPTION>
(Stated in thousands except per share amounts)
Three Months Ended March 31,
-------------------------------
1999 1998
---------- ----------
<S> <C> <C>
REVENUE:
Operating $2,306,462 $3,023,701
Interest and other income 167,087 35,175
---------- ----------
2,473,549 3,058,876
---------- ----------
EXPENSES:
Cost of goods sold and services 1,940,649 2,161,899
Research & engineering 135,265 143,700
Marketing 103,578 111,672
General 103,089 115,861
Interest 48,048 25,504
---------- ----------
2,330,629 2,558,636
---------- ----------
Income before taxes 142,920 500,240
Taxes on income 53,753 121,913
---------- ----------
Net Income (2) $ 89,167 $ 378,327
========== ==========
Basic Earnings Per Share (2) $ 0.16 $ 0.70
========== ==========
Diluted Earnings Per Share (2) $ 0.16 $ 0.67
========== ==========
Average shares outstanding 546,377 542,728
========== ==========
Average shares outstanding
assuming dilution 559,914 563,854
========== ==========
Dividends declared per share $ 0.1875 $ 0.1875
========== ==========
</TABLE>
(1) All prior periods have been restated to reflect the 1998 acquisition of
Camco International Inc., which was accounted for as a pooling of interests.
(2) The 1999 first quarter results include an after-tax charge of $90 million
($0.16 per share) consisting of the following:
- - A charge of $150 million related to Oilfield Services, including severance
costs of $121 million (4400 employees, of which 1900 have already been
terminated), seismic vessel lay-up costs and provisions for possible legal
claims.
-2-
<PAGE>
- - A charge of $20 million related to Resource Management Services and Test &
Transactions consisting principally of severance costs at several RMS
facilities.
- - A credit of $80 million from the gain on sale of financial instruments
received in connection with the 1998 sale of Retail Petroleum Systems.
The pretax charge of $189 million is classified in cost of goods sold and
services. The pretax credit of $103 million resulting from the gain on sale of
financial instruments is classified in interest and other income.
See Notes to Consolidated Financial Statements
-3-
<PAGE>
SCHLUMBERGER LIMITED
--------------------
(Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies
CONSOLIDATED BALANCE SHEET
--------------------------
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
Mar. 31, Dec. 31,
1999 1998
------------- -------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and short-term investments $ 3,902,836 $ 3,956,694
Receivables less allowance for doubtful accounts
(1999 - $95,851; 1998 - $89,556) 2,739,300 2,968,070
Inventories 1,343,204 1,333,131
Deferred taxes on income 267,903 295,974
Other current assets 225,059 251,355
------------ ------------
8,478,302 8,805,224
LONG-TERM INVESTMENTS, HELD TO MATURITY 862,313 855,172
FIXED ASSETS:
Property, plant and equipment 11,737,818 11,658,743
Less accumulated depreciation (6,968,809) (6,964,278)
------------ ------------
4,769,009 4,694,465
EXCESS OF INVESTMENT OVER NET ASSETS OF
COMPANIES PURCHASED less amortization 1,262,707 1,302,678
DEFERRED TAXES ON INCOME 210,382 202,630
OTHER ASSETS 210,609 217,760
------------ ------------
$ 15,793,322 $ 16,077,929
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
- ----------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 2,536,322 $ 2,539,954
Estimated liability for taxes on income 451,535 480,123
Bank loans 567,942 708,978
Dividend payable 103,009 102,891
Long-term debt due within one year 155,170 86,722
------------ ------------
3,813,978 3,918,668
LONG-TERM DEBT 3,116,999 3,285,444
POSTRETIREMENT BENEFITS 438,844 432,791
OTHER LIABILITIES 310,164 321,951
------------ ------------
7,679,985 7,958,854
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock 1,547,902 1,539,408
Income retained for use in the business 8,869,179 8,882,455
Treasury stock at cost (2,208,617) (2,221,308)
Translation adjustment (95,127) (81,480)
------------ ------------
8,113,337 8,119,075
------------ ------------
$ 15,793,322 $ 16,077,929
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
-4-
<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,
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 89,167 $ 378,327
First-quarter charge 90,117 --
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 283,708 273,018
Earnings of companies carried at equity,
less dividends received (Dividends:
1999 - $455; 1998 - $671) (2,476) (967)
Provision for losses on accounts receivable 10,976 10,684
Other adjustments (9) (21)
Change in operating assets and liabilities:
Decrease (increase) in receivables 94,468 (184,151)
Increase in inventories (29,533) (94,040)
Decrease in deferred taxes on income 4,529 13,190
Decrease in accounts payable and accrued
liabilities (166,399) (61,478)
(Decrease) increase in estimated liability
for taxes on income (9,204) 39,260
Other - net (1,443) (23,878)
--------- ---------
Net cash provided by operating activities 363,901 349,944
--------- ---------
Cash flows from investing activities:
Purchase of fixed assets (355,109) (330,910)
Sales/retirements of fixed assets (12,702) 26,244
Decrease in investments 72,596 69,911
Sale of financial instruments 203,572 --
Business acquired -- (16,528)
Decrease in other assets 2,831 3,184
--------- ---------
Net cash used in investing activities (88,812) (248,099)
--------- ---------
Cash flows from financing activities:
Dividends paid (102,396) (95,224)
Proceeds from exercise of stock options 21,185 15,643
Proceeds from issuance of long-term debt 556,983 284,673
Payments of principal on long-term debt (600,077) (211,974)
Net decrease in short-term debt (123,355) (85,337)
--------- ---------
Net cash used in financing activities (247,660) (92,219)
--------- ---------
Net increase in cash 27,429 9,626
Cash, beginning of period 105,321 173,963
--------- ---------
Cash, end of period $ 132,750 $ 183,589
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
-5-
<PAGE>
SCHLUMBERGER LIMITED
--------------------
(Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies
STOCKHOLDERS' EQUITY
--------------------
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
Common Stock
------------------------------------- Retained Translation Comprehensive
Issued In Treasury Income Adjustment Income
---------------- ----------------- ----------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1999 $ 1,539,408 $(2,221,308) $ 8,882,455 $ (81,480) $ -
Net Income 89,167 89,167
Translation adjustment (13,647) (13,647)
Dividends declared (102,443)
Shares sold to optionees,
DSPP and fees 8,494 12,691
---------------- ----------------- ----------------- ------------------- ----------------
Balance, March 31, 1999 $ 1,547,902 $(2,208,617) $ 8,869,179 $ (95,127) $ 75,520
================ ================= ================= =================== ================
</TABLE>
See Notes to Consolidated Financial Statements
-6-
<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 1998 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, 1999 are not
necessarily indicative of the results of operations that may be expected for the
entire year.
EARNINGS PER SHARE
- ------------------
The following is a reconciliation from basic earnings per share to diluted
earnings per share for the first quarter of 1999:
(Stated in thousands except per share amounts)
Average
Net Shares Earnings
Income Outstanding per share
-------------- -------------- ----------
Basic $ 89,167 546,377 $ 0.16
Effect of dilution:
Options 6,963
Warrants 6,574
--------------- --------------
Diluted $ 89,167 559,914 $ 0.16
=============== ============== ==========
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
monitoring and maintenance requirements at facilities or locations that are no
longer in operation. Due to a number of uncertainties, including uncertainty of
timing, future technology, regulatory changes and other factors, it is possible
that the ultimate costs may exceed the amounts estimated. 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 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.
-7-
<PAGE>
<TABLE>
<CAPTION>
SEGMENT INFORMATION (1)
- -----------------------
(Stated in millions)
---------------------------------------------------------------------------------------------------------
North Latin Europe/ Other Elims/ Total Elims/
First Quarter 1999 America America CIS/W. Afr. Eastern Camco Other OFS RMS T&T Other Consolidated
- ------------------ ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $346 $209 $474 $471 $188 $ 6 $1,694 $345 $270 $ (3) $2,306
=========================================================================================================
Operating Income $ 7 $ 11 $ 35 $ 97 $ 17 $ (4) $ 163 $ - $ 6 $ (3) $ 166
Income Tax Expense (2) 3 4 12 21 9 1 50 6 2 (7) 51
---------------------------------------------------------------------------------------------------------
Pretax Operating Income $ 10 $ 15 $ 47 $118 $ 26 $ (3) $ 213 $ 6 $ 8 $(10) $ 217
----------------------------------------------------------------------------------------------
Interest Income 57
Interest Expense $ (3) (45)
First Quarter Charge (86)
-----------
Pretax Income $ 143
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
North Latin Europe/ Other Elims/ Total Elims/
First Quarter 1998 America America CIS/W. Afr. Eastern Camco Other OFS RMS T&T Other(3) Consolidated
- ------------------ ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $591 $327 $607 $545 $217 $ 7 $2,294 $361 $310 $ 59 $3,024
=========================================================================================================
Operating Income $ 59 $ 43 $106 $129 $ 29 $(12) $ 354 $ 8 $ 22 $(15) $ 369
Income Tax Expense 38 13 18 34 16 3 122 7 9 (16) 122
---------------------------------------------------------------------------------------------------------
Pretax Operating Income $ 97 $ 56 $124 $163 $ 45 $ (9) $ 476 $ 15 $ 31 $(31) $ 491
----------------------------------------------------------------------------------------------
Interest Income 32
Interest Expense $ (3) (23)
-----------
Pretax Income $ 500
---------------------------------------------------------------------------------------------------------
(1) All prior periods have been restated to reflect the 1998 acquisition of Camco International Inc.,
which was accounted for as a pooling of interests.
(2) Income tax expense excludes a net charge of $4 million related to the first quarter charge
and gain on sale of financial instruments.
(3) Includes the Retail Petroleum Services business sold on October 1, 1998.
Nonoperating expenses, such as certain intersegment charges and interest expense (except as shown above), are not included in
segment operating income.
</TABLE>
BUSINESS REVIEW
- ---------------
<TABLE>
<CAPTION>
(Stated in millions)
Resource
Oilfield Management Test &
Services Services Transactions /(2)/
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
First Quarter 1999 1998 % chg 1999 1998 % chg 1999 1998 % chg
- ----------------------------------------------------------------------------------------------------
Operating Revenue $1,694 $ 2,294 (26)% $ 345 $ 361 (4)% $ 270 $ 310 (13)%
Pretax Operating
Income /(1)/ $ 213 $ 476 (55)% $ 6 $ 15 (62)% $ 8 $ 31 (75)%
</TABLE>
(1) Pretax operating income is before the first quarter 1999 charge.
(2) All periods exclude the Retail Petroleum Services business sold on
October 1, 1998.
-8-
<PAGE>
Item 2: Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations.
- --------------
First Quarter 1999 Compared to First Quarter 1998
-------------------------------------------------
First quarter operating revenue of $2.31 billion was 24% lower than the same
period last year.
Before the first quarter charge discussed below, net income and diluted earnings
per share were $179 million and $0.32, 53% and 52% lower, respectively, than the
same period last year.
Oilfield Services revenue decreased 26%, while the rig count fell 35%. Revenue
fell in all the geographic regions and across all Oilfield Services activities.
Resource Management Services (RMS) revenue was down 4%, mainly due to market
conditions in South America.
Test & Transactions revenue was 13% lower than in the first quarter of
1998. Growth continued across all Smart Cards & Terminals activities, while
Automated Test Equipment (ATE) experienced a decline in revenue of 49%,
reflecting the general caution among semiconductor companies to increase capital
spending. Orders grew 12% compared with the fourth quarter of 1998.
An after-tax charge of $90 million ($0.16 per share) was recorded in the
quarter. This charge relates primarily to Oilfield Services severance costs,
which were partially offset by a gain on the sale of financial
instruments. The Oilfield Services headcount has been reduced by 7500 since last
July. An additional 2500 reductions are scheduled to be completed by the end of
June. When completed, this headcount reduction will represent 21% of the June
30, 1998 Oilfield Services headcount, of which nearly four percentage points
relate to productivity gains resulting from the new GeoMarket organization. The
charge is expected to result in pretax annual savings of $300 million.
OILFIELD SERVICES
Oilfield Services revenue declined 26% compared with the first quarter of 1998,
as the rig count declined 35%. Revenue fell in all major geographic regions and
across all Oilfield Services activities. Pretax operating income was down 55%.
The following geographic comments exclude Camco, which is reported separately.
-9-
<PAGE>
North America
- -------------
North American revenue of $346 million decreased 41% compared with the first
quarter of 1998, and pretax operating income was down 89%. The rig count
declined 41%. All areas of North America experienced weakness, except for
Eastern Canada. Oil producing areas in the US land market suffered the steepest
declines, while gas-producing areas have been less affected. New technologies,
such as the PS PLATFORM* production suite and PowerJet* shaped charges, which
improve overall production performance for clients and command a premium price,
have softened the impact on profitability.
Latin America
- -------------
Latin American revenue of $209 million declined 36% from last year, and pretax
operating income decreased 74%. The rig count declined 34%. All areas
experienced reduced activity, although Mexico, Argentina and Venezuela declined
less than other areas. Marine seismic activity throughout the region has seen
the largest declines, while contract drilling revenue improved due to ongoing
deepwater contracts. Revenue from data management services have increased as
client interest in integrated applications and solutions continues to grow.
Europe/CIS/West Africa
- ----------------------
Revenue of $474 million fell 22% compared with the prior year. Pretax operating
income decreased 62%, and the rig count fell 26%. Activity was weak in all
regions, despite continued growth in directional drilling services in the North
Sea.
Other Eastern Hemisphere
- ------------------------
Revenue of $471 million declined 14% from the first quarter of 1998, and pretax
operating income decreased 28%. The rig count declined 14%. Activity decreased,
with the exception of logging-while-drilling (LWD) services, which grew due to
the highly successful VISION475* LWD service and the PowerPulse* telemetry
system.
Camco
- -----
Revenue of $188 million declined 14%, and pretax operating income decreased 44%
compared with the prior year.
After successfully drilling the world's longest extended-reach multilateral well
at Wytch Farm in the UK, Schlumberger installed its first Camco intelligent
completion in this oil field. This technology allows production to be
independently controlled in both lateral wells using three Camco downhole
flow-control modules. In addition, a Reda electrical submersible pump was
installed to boost production.
The Venezuelan national oil company awarded the PIGAP II high-pressure gas
compression contract in Eastern Venezuela to WilPro, a joint venture involving
Production Operators, Inc., based on its expertise in gas compression
applications in Venezuela. The venture will construct a $350 million gas
compression facility to be operated under a 20-year service contract.
Contract Drilling Activity
- --------------------------
The average rig utilization rate, which includes offshore and onshore rigs, was
77.3% versus 94.8% for the first quarter of 1998. The offshore rig utilization
rate was 79.2% compared with 96.3% over the same period last year. The
semisubmersible utilization rate was 70.4%, while jackup utilization declined to
95.2%, both down from 100%. Onshore utilization fell to 75.5% from 97% a year
ago. The drop in quarter-over-quarter utilization rates reflects the decrease in
activity worldwide, with the exception of the Middle East and Latin America.
-10-
<PAGE>
Offshore rig utilization for the industry continued to fall during the first
quarter of 1999, dropping from 98.4% in the first quarter last year to 80.8%
this year, largely due to reduced activity in the Gulf of Mexico and the North
Sea.
At the end of the quarter, the total Schlumberger fleet of 84 rigs comprised 48
offshore rigs and 36 land rigs. The offshore fleet included 24 semisubmersibles,
16 jackups, 2 drillships, 4 tenders and 2 lake barges. The land fleet comprised
7 swamp barges and 29 land rigs. Contract drilling activity represented 15% of
first quarter Oilfield Services revenue.
In its drive to make production operations more efficient, Schlumberger launched
the new Prisa 110 MPSV* multipurpose service vessel on Lake Maracaibo. This
newest vessel follows the introduction of the Bima MPSV unit last quarter, which
started operations with a client in Indonesia. The Schlumberger MPSV technology
provides a complete well intervention package and ensures rapid, efficient
operations through reduced logistic requirements, costs and weather-related
downtime.
Highlights
- ----------
As oil companies prepare for the new millennium, facing uncertainty related to
low oil prices and their impact on future profitability, Schlumberger continues
to introduce and deploy cost-saving technologies designed to improve
productivity and efficiency through its focused GeoMarket organization.
The new PS PLATFORM production logging service has grown by more than 100% since
the fourth quarter of 1998 by providing improved production performance through
rigless operations. In Norway, where the main objective of a survey was to
identify the perforated zones of highest water production, information obtained
from the PS PLATFORM survey contributed to reducing the water production from
approximately 12,600 barrels/day to 630 barrels/day, a 95% improvement.
The PowerDrive* rotary steerable system was recently used to drill an
8.5-inch-diameter lateral section on an extended-reach well at Wytch Farm in the
UK. The resulting improved penetration rate saved the client approximately six
days of rig time. The same client recently awarded Schlumberger a $24 million
alliance contract in Colombia. The Schlumberger integrated services team
designed a comprehensive formation evaluation services package that
significantly reduced the client's operating costs while improving overall
efficiency - eliminating over 200 hours of rig time.
Another example of cost-saving technology, the latest generation ClearFRAC*
fracturing fluid was used during a well rehabilitation campaign in Europe. The
production from the well was approximately 60% higher than production from
nearby wells fractured with conventional fluids. Furthermore, the well was
completed without a conventional screen by using PropNET* proppant, eliminating
the need for costly workover and gravel pack operations and saving the client
more than a week of rig time.
-11-
<PAGE>
Our new customer-focused GeoMarket organization is demonstrating improved
effectiveness as a result of the outstanding teamwork between Schlumberger and
its clients around the world. During the quarter, Schlumberger was awarded a
noteworthy alliance contract in the Burgos gas fields, following the successful
completion of two integrated projects in Burgos. During the upcoming 18-month
contract, Schlumberger will be responsible for drilling and completing 30 gas
wells and will provide complete project management services. In another example
of team effort, in West Africa, a highly complex drilling and completion
operation was performed 28% ahead of schedule and 30% under budget, saving the
client $1.2 million.
In March, Schlumberger launched the industry's most advanced seismic vessel,
Geco Eagle. Its innovative back deck design and state-of-the-art data
acquisition equipment address the industry's need for more accurately and
efficiently acquired surveys. Expanded capacity allows this single vessel to
pull up to 20 streamers in combination and to be deployed with 1500m-wide [4920
ft] spreads. Since its launch, the Eagle is on its way to Brazil for a 3D marine
survey. In addition, Schlumberger has been awarded two 3-year land seismic
contracts in the Middle East, utilizing our proprietary Olympus-FRS* field
recording system. Olympus FRS technology is a fully integrated component of the
Olympus land seismic recording, positioning, information management, quality
control and data processing suite of services, which integrates with the
SEISMOS* data processing package and GeoQuest interpretation software.
Well in advance of the millennium, Schlumberger has released new versions of its
reservoir characterization, simulation and data management software
applications, on schedule and fully Year 2000 ready. The GeoFrame* 3.5, the
ECLIPSE* 99a and the new Finder* 8.5 software packages offer the most
comprehensive integrated software platforms for the exploration and production
industry. With more than 70% of the client user-base already upgraded to the
GeoFrame service, the 800 new features in this release deliver immediate
productivity gains.
RESOURCE MANAGEMENT SERVICES
Resource Management Services revenue slipped by 4%, compared with the first
quarter of 1998, due mainly to market conditions in South America. Deregulation,
consolidation and privatization in the utility markets moderated sales.
Nevertheless, major contract awards in markets such as the US and parts of
Europe, where deregulation has advanced furthest, demonstrated the increased
interest in the integrated solutions approach to utility measurement, pioneered
by Schlumberger.
Revenue rose 6% in North America, with strong demand for advanced, high-accuracy
QUANTUM* Q1000 electricity meters and higher sales of water products in Mexico.
Revenue from South America was 40% lower than last year, following the market
uncertainty related to currency devaluation in Brazil.
In Asia, revenue was up 16% with growth in shipments of residential electricity
meters to Taiwan and commercial and industrial meters to Thailand. In Europe,
revenue decreased 2% as deteriorating conditions in the meter market were partly
offset by growth in service businesses.
-12-
<PAGE>
Sales in Germany and the UK were down mainly due to lower demand for gas meters.
Revenue from the CIS fell due to market conditions in Ukraine and Russia.
Orders were down 26% from last year. Orders in North America decreased mainly as
a consequence of a large order from Illinois Power reported in the first quarter
of last year. South American orders decreased significantly due to the impact of
market conditions in Brazil. Orders in Europe benefited from significant
integrated solutions contracts booked in Sweden and Belgium, which compensated
for softer business environments in France, Germany and the UK.
In Belgium, a major utility confirmed a significant order for the first phase of
a multiresource (electricity and gas) prepayment system using the
TaleXus*Vendor* system, PayGuard* smart card-based vending units and
Schlumberger smart cards for 24,000 residences. Schlumberger is the only company
to offer this complete revenue collection solution for electricity, gas and
water distribution networks. Schlumberger RMS was also contracted to design and
implement an energy data management solution for the extensive heating system in
Stockholm. The system will manage the supply of hot water heating to more than
370,000 apartments, offices and retail outlets.
Production and shipments of the CENTRON* solid-state residential electricity
meter began in the US. This new-generation meter provides a highly flexible
platform to integrate advanced communication technologies used by utilities in
the rapidly deregulating US markets. The MAPS* Mobile* walk-or-drive-by
automatic meter reading system was also launched for the US market, using
proprietary radio frequency technology. The new meter interface obtained Federal
Communications Commission approval during the quarter. This system gives RMS the
capability to provide multiresource and multivendor solutions in North America,
particularly in the significant small and rural utility markets.
TEST & TRANSACTIONS
A 12% increase in Test & Transactions orders over the previous quarter
emphasized the emerging positive trends in demand for Automated Test Equipment
(ATE) products and services. Smart cards and related solutions revenue continued
to increase strongly in these rapidly growing markets. Test & Transactions
revenue declined 13% versus the first quarter of 1998.
Smart Cards & Terminals revenue rose 14% over the same period last year, mainly
due to higher subscriber identity module-based (SIM) card sales, including the
first deliveries of the latest high-capacity Cyberflex* Java**-based
programmable SIM card, as well as increased shipments of electronic purse cards
to The Netherlands. Asian smart card revenue grew as a result of the first
Qianflex* smart card sales in China and improved sales of phone cards. Compared
with last year, Municipalities Solutions sales rose strongly with higher
shipments of the new, intelligent Stelio* parking systems.
In the increasingly important area of network security, Schlumberger was awarded
a pioneering contract to use Cryptoflex* smart cards to ensure the integrity and
security of a European customer's e-mail traffic. This system also allows
authentication of orders and payments. Schlumberger continued to build on the
success of its Cyberflex Mobil Solutions through the implementation of mobile
banking services in Hong Kong and Germany.
-13-
<PAGE>
Revenue for ATE declined 14% compared with the previous quarter and 49% versus
the first quarter of 1998. Orders at ATE increased by 26% versus the previous
quarter. Diagnostic system orders increased substantially as a result of the
introduction of the IDS2000* probe system and engineering tool. Orders also grew
strongly in telecom systems. Revenue benefited from growth in SABER*
Schlumberger Advanced Business Engineering Resources activity, which provides
innovative business and engineering services to help semiconductor manufacturers
increase productivity.
Schlumberger began shipments of the RDX* series of test systems for
characterization and high-volume production testing of RDRAM*** memory devices.
The RDX2200* tester is the only RDRAM test solution that meets Rambus***
specifications for speed and accuracy across multiple sites, yielding increased
throughput for customers. Providing the industry's highest level of accuracy and
performance, the RDX2200 tester is expected to establish Schlumberger as a
market leader in memory test. The Rambus Satellite Characterization Center in
Fuchinobe, Japan was opened during the quarter. This was the first SABER
technology center to be opened in 1999, and seven additional SABER sites will be
opened in Silicon Valley, Taiwan, Singapore, Korea, Hong Kong, France and the
UK.
NEW ACCOUNTING STANDARDS
- ------------------------
In 1998, the Company adopted SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." All prior periods have been restated. For
details, see "Segment Information" on page 8 of this 10-Q report.
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities," which requires
that the Company recognize all derivative instruments as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The standard is effective in the year 2000 for the Company.
Occasionally, the Company uses derivative instruments such as interest rate
swaps, currency swaps, forward currency contracts and foreign currency options.
Forward currency contracts provide a hedge against currency fluctuations on
assets/liabilities denominated in other than a functional currency. Options are
usually entered into to hedge against currency variations on firm commitments
generally involving the construction of long-lived assets such as seismic
vessels and drilling rigs. The Company does not anticipate that the
implementation of the new standard in 2000 will have a material effect on the
consolidated financial position and results of operations.
YEAR 2000 READINESS DISCLOSURE
- ------------------------------
Overview
The "Year 2000 issue" is the inability of computers and computing technology to
process the Year 2000 date change correctly.
The Company recognizes that the Year 2000 issue creates a significant
uncertainty to its business, and has a proactive, Company-wide Year 2000
Readiness Program (the "Program").
-14-
<PAGE>
As part of the Program, most non-ready systems are being replaced or upgraded
with new systems that will provide certain competitive benefits, as well as
ensure Year 2000 readiness to minimize customer and shareholder business
disruptions caused by this issue. A Company-wide task force was formed in late
1997 to provide guidance to the Company's business units and monitor progress of
the Program. The Company has also consulted with and engaged various third
parties, including outside consultants and service providers, to assist the
Company in its Program efforts.
In 1994, the Company decided to upgrade its main internal business systems with
Year 2000-ready programs. The planned upgrades will be completed in 1999. Those
aspects of the Company's internal business systems that are not scheduled to be
covered by this upgrade effort are being separately addressed through an upgrade
of existing legacy systems to Year 2000-ready status. These upgrades also will
be completed in 1999.
Due to the Company's centralized engineering/manufacturing profile, more than
80% of Year 2000 efforts affecting products and services have been concentrated
in our major engineering and manufacturing sites. The Year 2000 readiness of the
Company's key products and services is over 90% complete with the remaining
products and services expected to be Year 2000 ready by July 1999. A Year 2000
Quality Assurance Program is in place to maintain strong project discipline and
to monitor and report Program issues and progress to management.
The Company's field operating units are expected to be Year 2000 ready in
September 1999. This schedule shift (3 months) resulted from the downturn of
activity in the oilfield sector, and is not expected to adversely affect the
Company's Year 2000 readiness. Additionally, a quality assurance project is in
place to assist the field operating units with Year 2000 readiness on key
business applications, products and services not covered by the
engineering/manufacturing efforts.
Program
The Program uses a business risk assessment and prioritization approach, and is
intended to produce Year 2000-ready products/services and to minimize
disruptions in business operations. The Program is divided into three major
readiness categories: Assets, Information Technology (IT) and Commercial. Within
each category, there are two Program stages.
Stage I: Assessment and Preparation-this stage focuses on up-front planning,
data gathering and correction planning. This includes raising Year 2000
awareness; carrying out a detailed business unit asset inventory; assessing the
scope of the Year 2000 problem; determining appropriate corrections,
testing/validation, acceptance and deployment approaches; and preparing project
plans and budgets.
Stage II: Repairs, Testing and Deployment-this stage focuses on "fixing" Year
2000 problems (and testing these fixes), followed by user-acceptance,
redeployment and operational validation of the fixed (i.e., repaired, replaced,
etc.) systems.
Assets. This category consists of (1) products and services the Company either
sells or uses to provide services to our customers, and (2) hardware and
software associated with embedded computer chips that are used in the operation
of our products and facilities. Program progress under this category is on
schedule. The activities related to Year 2000 readiness of assets are over 90%
complete with the remainder expected to be Year 2000 ready in August 1999.
-15-
<PAGE>
Information Technology. This category deals with traditional IT infrastructure,
such as business applications, computer hardware/ software, IT networks and
communication equipment. The implementation of the MFG/PRO**** system is
complete. Implementation of the SAP***** system will be completed in the US and
Canada by October 1999. The Company intends to repair associated legacy systems
outside the US and Canada. This plan uses independent contractors, legacy system
vendors and Company employees to rewrite and test certain software modules. This
program is on schedule and expected to conclude by August 1999. The activities
associated with other systems in this IT category (computer hardware/software,
IT networks and communications equipment) also are on schedule. Stage I
activities have been completed and Stage II activities are expected to be
concluded in July 1999.
Commercial. This category deals with the Company's efforts to avoid being
adversely affected by Year 2000 issues from external entities (suppliers,
financial institutions, service providers, etc.) not affiliated with the
Company. Stage I of the Program includes a process for mitigating the Year 2000
issues associated with key suppliers. The Company is continuing to communicate
with its key suppliers, business partners and customers seeking their assurances
that they will be Year 2000 ready. Based on assessment of these responses the
Company is developing contingency plans for those areas that pose significant
risk from the Year 2000 issue; however, the Company could potentially experience
disruptions to some aspects of its operations from non-compliant systems
utilized by unrelated third-party entities. Work in this category is on
schedule. The business units have completed their Stage I activities and are
implementing their Stage II efforts which are expected to be completed in August
1999.
Contingency Planning
The Company is reviewing the activities associated with each category and is
determining those activities at risk of not being completed in time to prevent a
Year 2000 disruption. Appropriate contingency plans are being developed for each
of the "at risk" activities to provide an alternative means of functioning that
minimizes the effect of the potential Year 2000 disruption, both internally and
on the Company's customers. These contingency-planning activities are underway
and are expected to be completed in September 1999.
Costs
Year 2000 Program funding requirements have been incorporated into the Company's
capital and operating plans and are not expected to have an adverse material
impact on the Company's financial condition, results of operations or liquidity.
The Company estimates the cost of the Program to be around $60 million
(approximately $48 million spent to date), with a breakdown of costs estimated
at 30% for employee resources (approximately 120 man-years), 27% for IT-related
upgrades and repair and 43% for non-IT embedded chip technology. It should be
noted that these costs do not include the normal upgrading of business systems,
products and applications already defined by our business plans.
-16-
<PAGE>
Risks
Dates and schedules for the Company's Year 2000 Program are based on
management's best estimates, which involve numerous assumptions, including, but
not limited to, the results from Stage I assessments; the actual Stage II fixes;
the continued availability of certain resources; third parties' Year 2000 status
and plans; and other factors. There can be no guarantee that these estimates
will be achieved, or that there will not be delays in, or increased costs
associated with, implementation of the Year 2000 Program. Specific factors that
might cause differences between present estimates and actual results include,
but are not limited to, the availability and cost of skilled personnel,
consultants, and independent contractors; the ability to locate and correct all
relevant computer code; timely and effective action by third parties and
suppliers; broad failures of customers' systems, or customer concerns for such
possible failures, leading to customer decisions preventing the Company from
providing services/products (which the Company otherwise would be capable of
providing); and the failure, domestically and internationally, of third parties'
systems. Because of the general uncertainty inherent in the Year 2000 issues
(partially attributable to the interconnection of global businesses), the
Company cannot confidently predict its ability to resolve appropriately all Year
2000 issues that may affect its operations and business or expose it to
third-party liability. The failure to correct a Year 2000 problem could result
in an interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
operations, liquidity and financial condition. Because of the uncertainties
described above, the Company presently is unable to determine whether the
consequences of such Year 2000 failures will have a material impact on the
Company's results of operations, liquidity or financial condition.
EURO DISCLOSURES
- ----------------
On January 1, 1999, the euro became the official single currency of the European
Economic and Monetary Union. As of this date, the conversion rates of the
national currencies of the eleven member states adopting the euro were fixed
irrevocably. The national currencies will initially remain in circulation as
nondecimal subunits of the euro and will be replaced by euro bills and coins by
July 2002. During the transition period between January 1999 and January 2002,
public and private parties may pay for goods and services using either the euro
or the national currency on a "no compulsion, no prohibition" basis.
A Euro Readiness Program has been established throughout Schlumberger to ensure
that all business segments meet the euro requirements. To this effect, a Euro
Steering Committee has been established and, to maintain focus on the
Schlumberger euro implementation program, project teams have been set up
throughout the Company. Euro implementation plans cover both phases of the euro
implementation. Initially these plans will ensure that, progressively through
1999, all business units of Schlumberger will be able to transact in the euro.
Thereafter, ensuring that during the transitional period all corporate,
financial, commercial, employment and other documentation that refer to the
participating currencies are converted to the euro in accordance with the
regulatory requirements.
During the transition period conversion rates can no longer be computed directly
from one participating currency to another. Instead, a triangulation algorithm
will be applied, which requires that national currency amounts be converted
first to the euro according to the fixed conversion rates before being converted
into the second national currency. This requires specific conversion modules to
be included in business information systems. Furthermore, such programs will be
required to provide the additional functionality needed to convert all
participating currency-denominated financial data to the euro. A review of all
financial information systems has commenced and their functionality for
processing euro transactions is being tested.
-17-
<PAGE>
Schlumberger recognizes that the euro will affect its various businesses
differently. Oilfield Services operates in an essentially US dollar-denominated
environment in which the introduction of the euro is expected to have limited
consequences. Test & Transactions will be affected in terms of the ability of
products, such as smart cards and terminals, to process euro transactions.
Resource Management Systems, which has now set up a pan-European manufacturing
structure covering all European Union markets, expects to participate in the
general growth generated by the euro. The increased price transparency created
by the euro accompanied with deregulation and increased competition among our
customers, the utilities, should also contribute to providing new Solutions
opportunities in these businesses. The full assessment of the effects the euro
will have on each business segment is incomplete and, hence, the Company cannot
as yet make a final conclusion on the anticipated business impact the
introduction of the single currency will have.
Based upon results to date, the Company believes that the implementation of the
euro can be performed according to the time frame defined by the European Union.
The Company does not expect the total cost of addressing this issue to be
material to financial condition, results of operations and liquidity. This cost
estimate does not include the normal upgrading of business and financial systems
that would be euro ready.
FORWARD-LOOKING STATEMENTS
- --------------------------
The Company cautions that, except for the historical information and discussions
contained herein, statements in this 10-Q report and elsewhere may constitute
forward-looking statements. These include statements as to expectations, beliefs
and future financial performance, such as statements regarding business
prospects in the key industries in which the Company operates and growth
opportunities for the Company in those industries. These statements involve a
number of risks, uncertainties, assumptions and other factors that could cause
actual results to differ materially from those in the forward-looking
statements. Such factors include: the extent and duration of the
recovery in oil prices, continuing customer commitment to certain key oilfield
projects, growth for demand for RDRAM memory devices and mixed signal devices
produced by the Company's test equipment customers, general economic and
business conditions in key regions of the world, and changes in business
strategy or development plans relating to the Company's targeted growth
opportunities.
* Mark of Schlumberger
** Java is a registered trademark of Sun Microsystems, Inc.
*** Rambus and RDRAM are registered trademarks of Rambus, Inc.
**** MFG/PRO is a registered trademark of QAD
***** SAP is a registered trademark of SAP AG
-18-
<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 14, 1999.
b) At the Meeting, the number of Directors was fixed at 12 and the following-
named 12 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
John Deutch
Victor E. Grijalva
Denys Henderson
Andre Levy-Lang
William T. McCormick, Jr.
Didier Primat
Nicolas Seydoux
Linda Gillespie Stuntz
Sven Ullring
Yoshihiko Wakumoto
c) The Meeting also voted (i) to approve the Company's Consolidated Balance
Sheet as at December 31, 1998, its Consolidated Statement of Income for the
year ended December 31, 1998, and the declaration of dividends reflected in
the Company's 1998 Annual Report to Stockholders; and (ii) to approve the
appointment of PricewaterhouseCoopers LLP as independent public accountants
to audit the accounts of the Company for the year 1999.
The votes cast for the election of directors, for the approval of financial
statements and dividends and for the approval of the appointment of
PricewaterhouseCoopers LLP were as follows:
-19-
<PAGE>
For Withheld
--- --------
Don E. Ackerman 454,088,751 7,604,490
D. Euan Baird 454,192,190 7,501,051
John Deutch 454,147,006 7,546,235
Victor E. Grijalva 454,159,592 7,533,649
Denys Henderson 454,198,112 7,495,129
Andre Levy-Lang 454,157,681 7,535,560
William T. McCormick, Jr. 454,227,162 7,466,079
Didier Primat 454,188,309 7,504,932
Nicolas Seydoux 453,929,114 7,764,127
Linda Gillespie Stuntz 454,175,283 7,517,958
Sven Ullring 454,230,099 7,463,142
Yoshihiko Wakumoto 454,104,557 7,588,684
For Against Abstain
--- ------- -------
Financials: 458,482,079 555,750 2,655,412
- ----------
PricewaterhouseCoopers: 459,393,743 497,728 1,801,770
- ----------------------
Item 6: Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits: Exhibit 10(a) Employment Agreement between Schlumberger
Limited and Arthur Lindenauer, effective
January 1, 1999
Exhibit 10(b) Employment Agreement between Schlumberger
Limited and David S. Browning, effective
January 1, 1999
(b) Reports on Form 8-K: None
-20-
<PAGE>
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)
/s/ Jack Liu
Date: May 14, 1999 ---------------------------
Jack Liu
Executive Vice President,
Chief Financial Officer and
Chief Accounting Officer
-21-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page
- ----------- ----------- ----
10 (a) Employment Agreement between Schlumberger
Limited and Arthur Lindenauer, effective
January 1, 1999 23
10 (b) Employment Agreement between Schlumberger
Limited and David S. Browning, effective
January 1, 1999 27
-22-
<PAGE>
Exhibit 10(a)
Employment Agreement
--------------------
1. This Agreement is by and between Arthur Lindenauer ("AL"), residing at 45
Gramercy Park North, New York, New York and Schlumberger Limited, a
Netherlands Antilles corporation having an office at 277 Park Avenue, New
York, New York ("SLB"), and is effective as of January 1, 1999 and shall
continue through April 30, 2002.
2. On January 1, 1999, AL will become Chairman of Schlumberger Technology
Corporation and will continue as an employee of SLB under the terms as noted
herein, reporting to D.E. Baird ("DEB"), Chairman of SLB and SLB Vice
Chairman Victor E. Grijalva ("VEG").
3. For the balance of 1998, there will be no change in AL's current annual cash
compensation and AL will remain eligible to receive a performance incentive
award early in 1999 for 1998 performance. The terms of this incentive
payment, which will be applicable to 1998, were outlined in a memo to AL from
DEB dated March 23, 1998 (the terms of which are included herein by
reference).
4. In January, 1999, AL will be paid in cash by SLB for all unused vacation days
accrued through December 31, 1998.
-23-
<PAGE>
5. AL's employment by SLB or its successor will continue through April 30,
2002, unless otherwise terminated by mutual written agreement of the parties.
6. For the period January 1, 1999 through April 30, 2002, AL will be available
to work on SLB matters approximately 50% of normal working time. Fifty
percent will generally be defined as 26 work weeks (or the equivalent in
days) per calendar year. Any work requested by SLB in excess of such 26 work
weeks will be subject to the availability of AL and compensation will be
mutually agreed between AL and SLB.
7. A work schedule will be established between AL and DEB and VEG or their
respective successors, with deference to their specific needs in terms of
assignments and scheduling. Reasonable notice (outside of the established
work schedule) will be provided AL so that he may schedule his outside
activities in an efficient fashion. AL may engage in consulting services
and/or accept Board Directorships and similar activities outside
Schlumberger. AL must give written notification to Schlumberger before
engaging in any such activity or service. AL may not engage in any such
activity or service for any entity which competes with any Schlumberger
business activity unless he obtains prior written approval from SLB.
-24-
<PAGE>
8. AL's compensation for the period from January 1, 1999 through April 30, 2002
shall be paid monthly at the annual rate of $375,000, unless otherwise
mutually agreed in writing by the parties. Payment will be made regardless of
whether AL works approximately 26 work weeks per year on SLB matters, so long
as AL is available to work the required time. AL will not participate in the
SLB performance incentive program for the years 1999 through 2002, inclusive.
9. AL shall continue to participate in all SLB benefit programs on the same
basis as a full-time employee for the term of this Agreement, including
qualified and non-qualified plans, with the following exceptions:
- there shall be no vacation accruals after December 31, 1998
- retirement credits will be calculated as if AL's annual admissible
compensation were $500,000;
- there shall be no severance payment at the conclusion of AL's employment.
An office, administrative support and expense reimbursement as applicable to all
other full-time employees shall be provided AL at SLB's New York office.
Expense account and travel perquisites will continue to be those applicable
to executive officers of SLB.
-25-
<PAGE>
10. AL will retire at the conclusion of the term of this Agreement or any
extension thereof to which the parties may agree in writing.
11. This Agreement shall be governed by the laws of the State of New York except
and to the extent Federal law supersedes. This Agreement is signed at New
York, NY on the date(s) noted below and is effective as of January 1, 1999.
January 12, 1999 /s/ Arthur Lindenauer
---------------------------- ----------------------------
Date
Schlumberger Limited
January 4, 1999 By: /s/ Pierre Bismuth
---------------------------- ----------------------------
Date Pierre Bismuth
-26-
<PAGE>
EXHIBIT 10(b)
Employment Agreement
--------------------
1. This Agreement is by and between David S. Browning ("DSB"), residing at 10
Long Close Road, Stamford, Connecticut 06902 and Schlumberger Limited, a
Netherlands Antilles corporation having an office at 277 Park Avenue, New
York, New York ("SLB"), and is effective as of January 1, 1999 through
January 31, 2001.
2. On January 1, 1999, DSB will be named Vice President, Secretary and General
Counsel, Schlumberger Technology Corporation. DSB will continue as an
employee of SLB under the terms as noted herein, reporting to Arthur
Lindenauer ("AL"), Chairman of Schlumberger Technology Corporation.
3. For the balance of 1998, there will be no change in DSB's current annual cash
compensation and DSB will remain eligible to receive a performance incentive
award early in 1999 for 1998 performance. The terms of this incentive
payment, which will be applicable to 1998, were outlined in a memo to DSB
from D.E. Baird dated March 23, 1998 (the terms of which are included herein
by reference).
4. In January, 1999, DSB will be paid in cash by SLB for all unused vacation
days accrued through 1998.
-27-
<PAGE>
5. DSB's employment by SLB or its successor will continue through January 31,
2001, unless otherwise terminated by mutual written agreement of the parties.
6. For the period January 1, 1999 through January 31, 2001, DSB will be
available to work on SLB matters approximately 50% of normal working time.
Fifty percent will generally be defined as 26 work weeks (or the equivalent
in days) per calendar year. Any work requested by SLB in excess of such 26
work weeks will be subject to the availability of DSB and compensation will
be mutually agreed between DSB and SLB.
7. A work schedule will be established between DSB and AL or his successor, with
deference to AL's specific needs in terms of assignments and scheduling.
Reasonable notice (outside of the established work schedule) will be provided
DSB so that he may schedule his outside activities in an efficient fashion.
DSB may engage in consulting services and/or accept Board Directorships and
similar activities outside Schlumberger. DSB must give written notification
to Schlumberger before engaging in any such activity or services. DSB may not
engage in such activity or service for any entity which competes with any
Schlumberger business activity unless he obtains prior written approval from
SLB.
-28-
<PAGE>
8. DSB's compensation for the period from January 1, 1999 through January 31,
2001 shall be paid monthly at the annual rate of $255,000.00, unless
otherwise mutually agreed in writing by the parties. Payment will be made
regardless of whether DSB works approximately 26 work weeks per year on SLB
matters, so long as DSB is available to work the required time. DSB will not
participate in the SLB performance incentive program for the years 1999
through 2001, inclusive.
9. DSB shall continue to participate in all SLB benefit programs on the same
basis as a full-time employee for the term of this Agreement, including
qualified and non-qualified plans, with the following exceptions:
- there shall be no vacation accruals after December 31, 1998
- retirement credits will be calculated as if DSB's
annual admissible compensation were $340,000.00
- there shall be no severance payment at the conclusion of DSB's
employment
An office, administrative support and expense reimbursement as applicable to
all other full-time employees shall be provided DSB at SLB's New York office.
Expense account and travel perquisites will continue to be those applicable to
executive officers of SLB.
-29-
<PAGE>
10. DSB will retire at the conclusion of the term of this Agreement or any
extension thereof to which the parties may agree in writing.
11. This Agreement shall be governed by the laws of the State of New York except
and to the extent Federal law supersedes. This Agreement is signed at New
York, NY on the date(s) noted below and is effective as of January 1, 1999.
January 19, 1999 /s/ David S. Browning
- --------------------------------- ----------------------------------
Date
Schlumberger Limited
January 4, 1999 By: /s/ Pierre Bismuth
- ---------------------------------- ----------------------------------
Date Pierre Bismuth
In the event that David S. Browning is not able to provide the services
contemplated in this Agreement due to disability, he may cancel this agreement
and retire, but any base salary remaining to be paid to him under this Agreement
will be paid to him, his designated beneficiary, or estate, as the case may be.
-30-
<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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 3,902,836
<SECURITIES> 0
<RECEIVABLES> 2,835,151
<ALLOWANCES> (95,851)
<INVENTORY> 1,343,204
<CURRENT-ASSETS> 8,478,302
<PP&E> 11,737,818
<DEPRECIATION> (6,968,809)
<TOTAL-ASSETS> 15,793,322
<CURRENT-LIABILITIES> 3,813,978
<BONDS> 0
0
0
<COMMON> 1,547,902
<OTHER-SE> 6,565,435
<TOTAL-LIABILITY-AND-EQUITY> 15,793,322
<SALES> 659,549
<TOTAL-REVENUES> 2,473,549
<CGS> 421,307
<TOTAL-COSTS> 1,940,649
<OTHER-EXPENSES> 389,980
<LOSS-PROVISION> 10,976
<INTEREST-EXPENSE> 48,048
<INCOME-PRETAX> 142,920
<INCOME-TAX> 53,753
<INCOME-CONTINUING> 89,167
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<NET-INCOME> 89,167
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
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