<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1998
Commission File Number 001-04601
_______________
CAMCO THRIFT PLAN
(Full title of the plan)
_______________
SCHLUMBERGER LIMITED
(Name of issuer of the securities held pursuant to the plan)
277 Park Avenue
New York, NY 10172-2066
(Address, including zip code, of principal executive office)
(212) 350-9400
(Telephone number, including area code)
================================================================================
<PAGE>
CAMCO THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
____________________
FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report.................................... 1
Statements of Net Assets Available for Benefits,
December 31, 1998 and 1997..................................... 2
Statement of Changes in Net Assets Available for Benefits with
Fund Information, Year Ended December 31, 1998................. 3
Notes to Financial Statements................................... 5
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment Purposes,
December 31, 1998.............................................. 9
Schedule of Reportable Transactions,
Year Ended December 31, 1998................................... 10
All other schedules are omitted because they are not applicable, not required or
the information is included in the Notes to Financial Statements.
____________________
SIGNATURES
THE PLAN. Pursuant to the requirement of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
CAMCO THRIFT PLAN
BY /s/ J. CHRISTOPHER HOLLAND
--------------------------------
J. Christopher Holland
Secretary, Retirement Plan Committee
Date: June 11, 1999
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Retirement Plan Committee of the
Camco Thrift Plan:
We have audited the accompanying statements of net assets available for benefits
of the Camco Thrift Plan as of December 31, 1998 and 1997, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 1998. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Camco Thrift
Plan as of December 31, 1998 and 1997, and the changes in net assets available
for benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The Fund Information
in the statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the changes in net
assets available for plan benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ LARKIN, ERVIN & SHIRLEY, L.L.P.
Houston, Texas
June 11, 1999
-1-
<PAGE>
CAMCO THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31
<TABLE>
<CAPTION>
1998 1997
----------------- -----------------
<S> <C> <C>
Assets
Investments:
At fair value -
Registered investment company shares:
IDS International Fund $ 2,862,437 $ 2,079,321
IDS New Dimensions Fund 33,372,154 25,333,147
IDS Stock Fund - 12,164,750
IDS Mutual Fund 9,973,266 10,134,740
IDS Federal Income Fund 21,336,933 19,307,643
AIM Constellation Fund 1,987,407 -
Camco/Schlumberger Stock Fund 3,806,231 3,388,813
Participant notes receivable 6,890,466 6,594,717
----------------- -----------------
80,228,894 79,003,131
----------------- -----------------
At contract value -
AET Equity Index Fund I 13,935,694 -
AET Income Fund II 25,562,380 25,048,609
----------------- -----------------
39,498,074 25,048,609
----------------- -----------------
Total investments 119,726,968 104,051,740
Other assets - -
----------------- -----------------
Total assets 119,726,968 104,051,740
Liabilities
Total liabilities - -
----------------- -----------------
Net assets available for benefits $ 119,726,968 $ 104,051,740
================= =================
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-2-
<PAGE>
CAMCO THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
with Fund Information
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
IDS IDS New IDS IDS
International Dimensions Stock Mutual
Fund Fund Fund Fund
--------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income
Net appreciation/(depreciation) in
fair value of investments $ 140,943 $ 5,398,950 $ 318,458 $ (444,955)
Interest - - - -
Dividends 47,901 1,924,059 104,253 1,357,289
--------------- ------------ ------------- ------------
188,844 7,323,009 422,711 912,334
--------------- ------------ ------------- ------------
Contributions
Participants' 381,416 2,832,135 943,564 994,100
Employer's 89,555 591,448 247,550 229,540
--------------- ------------ ------------- ------------
470,971 3,423,583 1,191,114 1,223,640
--------------- ------------ ------------- ------------
Total additions 659,815 10,746,592 1,613,825 2,135,974
--------------- ------------ ------------- ------------
Deductions
Deductions from net assets attributable to:
Benefits paid to participants 310,092 2,589,901 442,910 813,373
Administrative expenses 903 6,195 2,031 2,302
--------------- ------------ ------------- ------------
Total deductions 310,995 2,596,096 444,941 815,675
--------------- ------------ ------------- ------------
Net increase prior to interfund transfers 348,820 8,150,496 1,168,884 1,320,299
Interfund transfers 434,296 (111,489) (13,333,634) (1,481,773)
--------------- ------------ ------------- ------------
Net increase/(decrease) 783,116 8,039,007 (12,164,750) (161,474)
Net assets available for benefits:
Beginning of year 2,079,321 25,333,147 12,164,750 10,134,740
--------------- ------------ ------------- ------------
End of year $ 2,862,437 $ 33,372,154 $ - $ 9,973,266
=============== ============ ============= ============
</TABLE>
<TABLE>
<CAPTION>
IDS AIM AET AET
Federal Constellation Equity Index Income
Income Fund Fund Fund I Fund II
------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income
Net appreciation/(depreciation) in
fair value of investments $ (56,104) $ 121,565 $ 2,030,214 $ 1,511,059
Interest - - - -
Dividends 1,453,858 48,631 - -
------------- --------------- -------------- ------------
1,397,754 170,196 2,030,214 1,511,059
------------- --------------- -------------- ------------
Contributions
Participants' 1,296,966 56,020 392,390 1,668,605
Employer's 274,496 4,727 35,997 480,083
------------- --------------- -------------- ------------
1,571,462 60,747 428,387 2,148,688
------------- --------------- -------------- ------------
Total additions 2,969,216 230,943 2,458,601 3,659,747
------------- --------------- -------------- ------------
Deductions
Deductions from net assets attributable to:
Benefits paid to participants 2,067,342 5,645 519,422 2,282,541
Administrative expenses 6,048 86 729 7,321
------------- --------------- -------------- ------------
Total deductions 2,073,390 5,731 520,151 2,289,862
------------- --------------- -------------- ------------
Net increase prior to interfund transfers 895,826 225,212 1,938,450 1,369,885
Interfund transfers 1,133,464 1,762,195 11,997,244 (856,114)
------------- --------------- -------------- ------------
Net increase/(decrease) 2,029,290 1,987,407 13,935,694 513,771
Net assets available for benefits:
Beginning of year 19,307,643 - - 25,048,609
------------- --------------- -------------- ------------
End of year $ 21,336,933 $ 1,987,407 $ 13,935,694 $ 25,562,380
============= =============== ============== ============
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE>
CAMCO THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
with Fund Information
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Camco/
Schlumberger Participant
Stock Fund Notes Total
------------------- ------------------- -------------------
<S> <C> <C> <C>
Additions
Additions to net assets attributed to:
Investment income
Net appreciation/(depreciation) in
fair value of investments $ (453,248) $ - $ 8,566,882
Interest - 585,513 585,513
Dividends 22,012 - 4,958,003
------------------- ------------------- -------------------
(431,236) 585,513 14,110,398
------------------- ------------------- -------------------
Contributions
Participants' 572,622 - 9,137,818
Employer's 117,951 - 2,071,347
------------------- ------------------- -------------------
690,573 - 11,209,165
------------------- ------------------- -------------------
Total additions 259,337 585,513 25,319,563
------------------- ------------------- -------------------
Deductions
Deductions from net assets attributable to:
Benefits paid to participants 194,558 391,858 9,617,642
Administrative expenses 1,078 - 26,693
------------------- ------------------- -------------------
Total deductions 195,636 391,858 9,644,335
------------------- ------------------- -------------------
Net increase prior to interfund transfers 63,701 193,655 15,675,228
Interfund transfers 353,717 102,094 -
------------------- ------------------- -------------------
Net increase/(decrease) 417,418 295,749 15,675,228
Net assets available for benefits:
Beginning of year 3,388,813 6,594,717 104,051,740
------------------- ------------------- -------------------
End of year $ 3,806,231 $ 6,890,466 $ 119,726,968
=================== =================== ===================
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-4-
<PAGE>
CAMCO THRIFT PLAN
Notes to Financial Statements
December 31, 1998
Note 1 - Description of the Plan
The Camco Thrift Plan (the "Plan"), a defined contribution plan, was established
on February 1, 1975. It covers substantially all domestic employees and certain
employees in foreign service of Camco International Inc. (the "Company"). The
following description of the Plan and Plan Amendments is provided for general
purposes only. Participants should refer to the Plan Document, as amended, for
more complete information.
General
Administration of the Plan is conducted by a committee consisting of no less
than three members appointed by the board of directors of the Company. The
board of directors has appointed two officers of the Company as Trustees for the
Plan. American Express Trust Company ("American Express") is asset custodian
and record keeper for the Plan.
Eligibility and Vesting
Employees are eligible to participate in the Plan after completing one hour of
service. Participants are fully vested in their contributions and the related
earnings/losses. Participants vest in Company matching contributions and
related earnings/losses at 20% per year, becoming fully vested after five years
of service. In the event the Plan is partially or completely terminated, all
participants will become 100% vested in their account balances.
Contributions
Participants may elect to defer from 1% to 15% of their compensation on a pre-
tax basis, subject to maximum annual contributions of $10,000 ($9,500 in 1997),
and have the Company contribute to the Plan on their behalf the amount so
deferred. After-tax contributions of up to 10% of compensation are also
permitted. The Company makes matching contributions of 50% of participants'
pre-tax contributions up to a maximum contribution amount of $1,500 per year.
Expenses
The accounts of participants are charged fees of $2.50 per quarter, which are
applied to the cost of administering the Plan. Transaction fees are also
charged for participant loans, withdrawals and distributions. For the years
ending December 31, 1998 and 1997, the Company elected to pay all administrative
expenses in excess of these fees.
-5-
<PAGE>
Withdrawals
Company matching contributions made before January 1, 1983, and all after-tax
contributions may be withdrawn by participants by making written application to
the Plan's record keeper. Company matching contributions made after December
31, 1982, pre-tax contributions and rollover contributions may be withdrawn
after the participant has attained age 59-1/2 or if the participant suffers an
immediate and heavy financial hardship that cannot be satisfied from other
reasonably available resources. Additionally, Company matching contributions
may be withdrawn only if they have been credited to a participant's account for
more than two years. No more than one withdrawal may be made during any
calendar quarter.
Loans
Participants may borrow a portion of their account balance to relieve a
financial hardship or for any other suitable purpose. Loan amounts are limited
in accordance with a formula based on 50% of the present value of a
participant's vested account balance, not to exceed $50,000. Loans must be
repaid within five years and are secured by the participant's account balance.
Forfeitures
Participants who terminate employment forfeit the non-vested portion of their
account. Forfeited amounts will be restored for former participants who resume
employment if they repay, within five years, the full amount of termination
distribution they received. Amounts forfeited are used first to restore
accounts, as above, and then to reduce Company contributions.
Note 2 - Corporate Structure and Continuation of Plan
On August 31, 1998, the Company merged into Schlumberger Technology Corporation
("STC"), a wholly owned subsidiary of Schlumberger Limited ("Schlumberger").
Schlumberger maintains defined contribution plans similar to the Plan and
expects to merge the Plan into a Schlumberger plan before the end of 2001.
Nevertheless, the Company has reserved the right to terminate the Plan at any
time by resolution of the board of directors.
Note 3 - Summary of Significant Accounting Policies
The financial statements of the Plan are presented on the accrual basis of
accounting in compliance with generally accepted accounting principles. Certain
reclassifications have been made to prior year balances to conform to current
year financial statement presentation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
Investments in registered investment companies (mutual funds) are valued at
quoted market prices. American Express Trust Equity Index Fund I and American
Express Trust Income Fund II are collective trusts stated at contract value.
Units of the Camco/Schlumberger Stock Fund, invested primarily in common stock
of Camco before September 1, 1998, and common stock of Schlumberger after August
31, 1998, but also in cash or cash equivalents to provide liquidity, are valued
using quoted market prices
-6-
<PAGE>
for the common stock. Effective January 1, 1998, American Express changed its
method of computing gains and losses on the sale of investments from the average
cost method to the first-in-first-out (FIFO) method. This change in method had
no effect on the accompanying financial statements.
Note 4 - Investment Programs
Participants may invest their account balances and all contributions made to
their accounts in the investment choices described below. Investments may be
made in one or more of the funds in 1% increments and choices may be changed any
business day. The number of participants investing in each fund at December 31,
1998, is shown parenthetically.
IDS International Fund (381 participants)
A specialty growth fund for aggressive investors whose objective is
long-term growth of capital that invests in common stocks of foreign
companies.
IDS New Dimensions Fund (1,179 participants)
A growth fund for aggressive investors whose objective is long-term
growth of capital that invests in a portfolio of company stocks in
which powerful economic and/or technical changes may take place.
IDS Mutual Fund (739 participants)
A growth and income fund for investors with moderate tolerance for
risk whose objective is balance of growth of capital and current
income that invests in a portfolio of common and preferred stocks and
bonds.
IDS Federal Income Fund (1,167 participants)
An income fund for conservative investors whose objective is current
income and preservation of capital that invests in a portfolio of U.
S. government and government agency securities.
AIM Constellation Fund (125 participants)
A growth fund for aggressive investors whose objective is capital
appreciation primarily through investments in common stocks with
emphasis on medium-sized and smaller emerging growth companies.
American Express Trust Equity Index Fund I (826 participants)
A growth fund for aggressive investors whose objective is to achieve a
rate of return as close as possible to the return of the Standard &
Poor's 500 Index that employs a passive portfolio structuring and
stock selecting strategy by investing primarily in common stocks of
the S&P 500 Index.
-7-
<PAGE>
American Express Trust Income Fund II (1,240 participants)
A stable capital fund for conservative investors whose objective is to
preserve principal and income while maximizing current income that
invests in investment contracts and stable value contracts.
Camco/Schlumberger Stock Fund (524 participants)
A stock fund for aggressive investors whose objective is growth of
capital and dividend income that invests in Schlumberger common stock.
On August 31, 1998, Camco shares previously held by this fund were
exchanged for Schlumberger shares. Participants may invest no more
than 25% of their account balances and/or contributions in this fund.
Note 5 - Regulatory Status of the Plan
The Plan was amended and restated on April 21, 1998, to incorporate changes to
the Internal Revenue Code and ERISA as a result of the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996 and the Taxpayer Relief Act of 1997. This amendment did
not have a material effect on the December 31, 1998 Financial Statements.
The amended Plan was filed with the Internal Revenue Service (the "IRS") prior
to its adoption. In a determination letter dated February 19, 1998, the IRS
stated that the Plan met the requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), and that the trust established
thereunder was entitled to exemption from federal income tax under the
provisions of Section 501(a) of the Code. Company matching contributions will
not be required to be included in participants' taxable income until they are
distributed to the participants.
The Plan administrator and the Plan's counsel believe that the Plan currently is
designed and being operated in compliance with the applicable requirements of
the Code. They believe, therefore, that the Plan was qualified and the related
trust was tax-exempt as of the financial statement date. The Plan is also in
compliance with the provisions of the ERISA.
-8-
<PAGE>
Line 27a - Schedule of Assets Held for Investment Purposes
Camco Thrift Plan
EIN: 13-3517570; P/N 001
December 31, 1998
<TABLE>
<CAPTION>
(c)
Description of investment
(b) including maturity date,
Identity of issue, rate of interest, (e)
borrower, lessor, or collateral, par or (d) Current
(a) similar party maturity value Cost value
- --- ------------------------------ ------------------------------ -------------- ----------------
<S> <C> <C> <C> <C>
Participant loans 7.0% - 12.0% interest $ - $ 6,890,466
Camco/Schlumberger Stock Employer common stock
Fund 241,023 units 4,005,572 3,806,231
Common/collective trusts:
AET Equity Index Fund I 397,981 shares 11,838,346 13,935,694
AET Income Fund II 1,386,096 shares 22,038,464 25,562,380
Registered investment
companies:
IDS International Fund 247,359 shares 2,874,557 2,862,437
IDS New Dimensions Fund 1,156,948 shares 24,292,548 33,372,154
IDS Mutual Fund 765,761 shares 10,275,030 9,973,266
IDS Federal Income Fund 4,229,323 shares 21,427,898 21,336,933
AIM Constellation Fund 65,118 shares 1,853,033 1,987,407
-------------- ----------------
$ 98,605,448 $ 119,726,968
============== ================
</TABLE>
-9-
<PAGE>
Line 27d - Schedule of Reportable Transactions
Camco Thrift Plan
EIN: 13-3517570; P/N 001
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
(a) (c) (d) (i)
Identity of (b) Purchase Selling Net gain
party involved Description of asset price price or (loss)
- ------------------------------------------------------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Camco/Schlumberger Stock Fund Employer common stock
121 purchases, 100 sales $ 2,907,195 $ 2,011,964 $ 350,362
Common/collective trusts:
AET Equity Index Fund I 87 purchases, 37 sales 12,974,709 1,069,228 (67,135)
AET Income Fund II 108 purchases, 138 sales 6,327,600 7,449,357 1,122,788
Registered investment
companies:
IDS International Fund 112 purchases, 104 sales 2,938,957 2,289,494 75,171
IDS New Dimensions Fund 150 purchases, 116 sales 8,841,574 6,158,367 1,899,001
IDS Stock Fund 79 purchases, 118 sales 2,114,256 14,559,755 1,339,480
IDS Mutual Fund 122 purchases, 133 sales 3,458,230 3,141,741 197,148
IDS Federal Income Fund 277 purchases, 133 sales 8,000,356 5,914,818 40,891
AIM Constellation Fund 72 purchases, 26 sales 1,997,636 131,795 (12,809)
------------ ------------ -----------
$ 49,560,513 $ 42,726,519 $ 4,944,897
============ ============ ===========
</TABLE>
-10-
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
23 -- Consent of Larkin, Ervin & Shirley, L.L.P.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Registration Statement
No. 333-81717 of Schlumberger Limited on Form S-8 of our report dated June 11,
1999, appearing in this Annual Report on Form 11-K of the Camco Thrift Plan for
the year ended December 31, 1998.
/s/ LARKIN, ERVIN & SHIRLEY, L.L.P.
Houston, Texas
June 28, 1999
