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UNITED STATES

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.:
September 30, 2004   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

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

153 EAST 53 STREET, 57th Floor    
NEW YORK, NEW YORK, U.S.A.   10022
42 RUE SAINT-DOMINIQUE    
PARIS, FRANCE   75007

PARKSTRAAT 83

THE HAGUE,

THE NETHERLANDS

  2514 JG
(Addresses of principal executive offices)   (Zip Codes)

 

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 by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    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 September 30, 2004


COMMON STOCK, $0.01 PAR VALUE   588,743,138

 



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)

(Stated in thousands except per share amounts)

 

     Period Ended September 30,

     Third Quarter

    Nine Months

     2004

    2003

    2004

    2003

REVENUE:

                              

Operating

   $ 2,931,092     $ 2,544,875     $ 8,482,340     $ 7,474,854

Interest & other income

     35,278       29,579       83,232       98,325
    


 


 


 

       2,966,370       2,574,454       8,565,572       7,573,179
    


 


 


 

EXPENSES:

                              

Cost of goods sold & services

     2,324,497       2,457,643       6,713,695       6,374,328

Research & engineering

     121,271       117,049       359,224       330,095

Marketing

     11,905       15,325       35,249       43,915

General

     84,795       81,877       244,394       244,480

Debt extinguishment costs

     —         86,328       114,894       167,801

Interest

     43,706       75,926       227,660       261,090
    


 


 


 

       2,586,174       2,834,148       7,695,116       7,421,709
    


 


 


 

Income (Loss) from Continuing Operations before taxes and minority interest

     380,196       (259,694 )     870,456       151,470

Taxes on income

     75,442       (59,645 )     202,253       66,414
    


 


 


 

Income (Loss) from Continuing Operations before minority interest

     304,754       (200,049 )     668,203       85,056

Minority interest

     (7,684 )     112,035       (12,597 )     120,468
    


 


 


 

Income (Loss) from Continuing Operations

     297,070       (88,014 )     655,606       205,524

Income from Discontinued Operations

     21,135       32,691       238,492       437
    


 


 


 

Net Income (Loss)

   $ 318,205     $ (55,323 )   $ 894,098     $ 205,961
    


 


 


 

Basic earnings per share:

                              

Income (Loss) from Continuing Operations

   $ 0.50     $ (0.15 )   $ 1.11     $ 0.35

Income from Discontinued Operations

     0.04       0.06       0.41       —  
    


 


 


 

Net Income (Loss)

   $ 0.54     $ (0.09 )   $ 1.52     $ 0.35
    


 


 


 

Diluted earnings per share:

                              

Income (Loss) from Continuing Operations

   $ 0.50     $ (0.15 )   $ 1.10     $ 0.35

Income from Discontinued Operations

     0.03       0.06       0.39       —  
    


 


 


 

Net Income (Loss)

   $ 0.53     $ (0.09 )   $ 1.49     $ 0.35
    


 


 


 

Average shares outstanding:

                              

Basic

     589,936       585,179       589,186       583,288

Assuming dilution

     613,787       585,179       613,009       585,700

 

See Notes to Consolidated Financial Statements

 

-2-


SCHLUMBERGER LIMITED

(Schlumberger N.V., Incorporated in the Netherlands Antilles)

and Subsidiary Companies

 

CONSOLIDATED BALANCE SHEET

 

     (Stated in thousands)  
     Sept. 30, 2004
(Unaudited)


   

Dec. 31,

2003


 

ASSETS

                

CURRENT ASSETS:

                

Cash

   $ 201,201     $ 234,192  

Short-term investments

     2,339,148       2,874,781  

Receivables less allowance for doubtful accounts (2004 - $113,012; 2003 - $128,199)

     2,893,882       2,568,425  

Inventories

     822,391       796,559  

Deferred taxes

     284,689       315,350  

Other current assets

     328,366       341,973  

Assets held for sale

     —         3,237,841  
    


 


       6,869,677       10,369,121  

FIXED INCOME INVESTMENTS, HELD TO MATURITY

     185,228       223,300  

INVESTMENTS IN AFFILIATED COMPANIES

     878,300       776,965  

FIXED ASSETS

     3,620,087       3,799,711  

MULTICLIENT SEISMIC DATA

     385,623       505,784  

GOODWILL

     2,772,699       3,377,583  

INTANGIBLE ASSETS

     356,631       403,319  

DEFERRED TAXES

     316,544       316,277  

OTHER ASSETS

     270,686       269,266  
    


 


     $ 15,655,475     $ 20,041,326  
    


 


LIABILITIES & STOCKHOLDERS’ EQUITY

                

CURRENT LIABILITIES:

                

Accounts payable and accrued liabilities

   $ 3,189,805     $ 3,247,546  

Estimated liability for taxes on income

     832,093       807,938  

Dividend payable

     110,989       110,511  

Long-term debt - current portion

     120,819       889,678  

Bank & short-term loans

     524,254       521,489  

Liabilities held for sale

     —         1,217,568  
    


 


       4,777,960       6,794,730  

LONG-TERM DEBT

     3,738,406       6,097,418  

POSTRETIREMENT BENEFITS

     657,770       614,850  

OTHER LIABILITIES

     156,161       254,709  
    


 


       9,330,297       13,761,707  
    


 


MINORITY INTEREST

     400,622       398,330  
    


 


STOCKHOLDERS’ EQUITY:

                

Common stock

     2,433,593       2,258,488  

Income retained for use in the business

     6,068,472       5,505,744  

Treasury stock at cost

     (1,621,683 )     (1,508,239 )

Accumulated other comprehensive loss

     (955,826 )     (374,704 )
    


 


       5,924,556       5,881,289  
    


 


     $ 15,655,475     $ 20,041,326  
    


 


 

See Notes to Consolidated Financial Statements

 

-3-


SCHLUMBERGER LIMITED

(Schlumberger N.V., Incorporated in the Netherlands Antilles)

and Subsidiary Companies

 

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

     (Stated in thousands)  
     Nine Months Ended Sept. 30,

 
     2004

    2003

 

Cash flows from operating activities:

                

Income from continuing operations

   $ 655,606     $ 205,524  

Adjustments to reconcile income from continuing operations to cash provided by operating activities:

                

Depreciation and amortization (1)

     978,562       1,032,131  

Gain on sale of Grant Prideco stock

     —         (1,320 )

Charges, net of tax & minority interest (2)

     198,801       379,034  

Earnings of companies carried at equity, less dividends received

     (64,078 )     (51,944 )

(Increase) decrease in deferred taxes

     10,113       2,618  

Provision for losses on accounts receivable

     26,005       54,497  

Change in operating assets and liabilities excluding acquisitions/divestitures:

                

Increase in receivables

     (622,707 )     (302,148 )

(Increase) decrease in inventories

     (164,131 )     65,280  

Increase in other current assets

     (10,703 )     (25,548 )

Decrease in accounts payable and accrued liabilities

     (63,326 )     (441,984 )

Increase in estimated liability for taxes on income

     25,038       72,507  

Postretirement benefits

     42,923       47,945  

Other - net

     (32,186 )     43,548  
    


 


NET CASH PROVIDED BY OPERATING ACTIVITIES

     979,917       1,080,140  
    


 


Cash flows from investing activities:

                

Purchase of fixed assets

     (800,598 )     (575,315 )

Multiclient seismic data capitalized

     (44,619 )     (130,682 )

Capitalization of intangible assets

     (55,471 )     (85,308 )

Retirement of fixed assets & other

     8,179       107,941  

Sale of Grant Prideco stock

     —         105,590  

Proceeds from the sale of rigs

     —         58,100  

Proceeds from business divestitures

     1,729,085       220,000  

Stock repurchase program

     (236,556 )     —    

Shares of Axalto shares

     98,851       —    

Proceeds from the sale of Atos Origin shares

     1,164,662       —    

Acquisition of PetroAlliance

     (12,134 )     —    

Sale (purchase) of investments, net

     556,237       (184,679 )
    


 


NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES

     2,407,636       (484,353 )
    


 


Cash flows from financing activities:

                

Dividends paid

     (330,892 )     (327,296 )

Proceeds from employee stock purchase plan

     41,801       97,085  

Proceeds from exercise of stock options

     171,432       24,011  

Proceeds from issuance of convertible debentures (net of fees)

     —         1,399,612  

Proceeds from issuance of commercial paper

     369,744       1,320,195  

Debt extinguishment costs

     (111,034 )     (167,801 )

Settlement of US Interest Rate Swap

     (70,495 )     —    

Payments of principal on commercial paper and long-term debt

     (3,503,626 )     (2,922,076 )

Net increase (decrease) in short-term debt

     15,878       (129,992 )
    


 


NET CASH USED BY FINANCING ACTIVITIES

     (3,417,192 )     (706,262 )
    


 


Discontinued operations

     (4,246 )     80,276  
    


 


Net decrease in cash before translation

     (33,885 )     (30,199 )

Translation effect on cash

     894       2,887  

Cash, beginning of period

     234,192       168,110  
    


 


CASH, END OF PERIOD

   $ 201,201     $ 140,798  
    


 



(1) Includes multiclient seismic data costs, excluding impairment charges.
(2) See Note 4 – ChargesContinuing Operations.

 

See Notes to Consolidated Financial Statements

 

-4-


SCHLUMBERGER LIMITED

(Schlumberger N.V., Incorporated in the Netherlands Antilles)

and Subsidiary Companies

 

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

                                  (Stated in thousands)  
     Common Stock

          Accumulated Other Comprehensive
Income (Loss)


       
    

Issued


  

In Treasury


   

Retained

Income


   

Marked to

Market


   

Pension

Liability


   

Translation

Adjustment


   

Comprehensive

Income (Loss)


 
                 

Balance, January 1, 2004

   $ 2,258,488    $ (1,508,239 )   $ 5,505,744     $ (22,504 )   $ (283,075 )   $ (69,125 )   $ —    

Net Income

                    894,098                               894,098  

Hanover stock marked to market

                            25,697                       25,697  

Derivatives & investments marked to market

                            (8,605 )                     (8,605 )

Interest rate swap cancellation

                            42,562                       42,562  

Translation adjustment

                                            (2,111 )     (2,111 )

Sale of SchlumbergerSema

                                    75,346       (552,000 )     (476,654 )

Sale of Axalto

                                            (110,000 )     (110,000 )

Minimum pension liability - (US/UK Plans)

                                    (85,437 )             (85,437 )

Tax benefit on minimum pension liability

                                    33,426               33,426  

Dividends declared

                    (331,370 )                                

Stock repurchase plan

            (236,556 )                                        

Proceeds from employee stock purchase plan

     46,687      30,748                                          

Proceeds from shares sold to optionees

     87,175      84,257                                          

Shares granted to Directors

     560      269                                          

Stock based compensation cost

     20,119                                                 

Tax benefit on stock options

     4,132                                                 

Shares issued on conversion of debentures

     2                                                 

Purchase of PetroAlliance

     16,430      7,838                                          
    

  


 


 


 


 


 


Balance, September 30, 2004

   $ 2,433,593    $ (1,621,683 )   $ 6,068,472     $ 37,150     $ (259,740 )   $ (733,236 )   $ 312,976  
    

  


 


 


 


 


 


 

SHARES OF COMMON STOCK

(Unaudited)

 

     Issued

   In Treasury

    Shares
Outstanding


 

Balance, January 1, 2004

   667,105,988    (81,157,660 )   585,948,328  

Stock Repurchase Plan

   —      (3,816,000 )   (3,816,000 )

Conversion of Debentures

   27    —       27  

Employee Stock Purchase Plan

   —      1,654,879     1,654,879  

Shares sold to optionees

   —      4,519,534     4,519,534  

Granted to Directors

   —      14,500     14,500  

Purchase of PetroAlliance

   —      421,870     421,870  
    
  

 

Balance, September 30, 2004

   667,106,015    (78,362,877 )   588,743,138  
    
  

 

 

See Notes to Consolidated Financial Statements

 

-5-


SCHLUMBERGER LIMITED

(Schlumberger N.V., Incorporated in the Netherlands Antilles)

and Subsidiary Companies

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The accompanying unaudited consolidated financial statements, which include the accounts of Schlumberger Limited (“Schlumberger”) and its subsidiaries, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the accompanying unaudited financial statements. All intercompany transactions and balances have been eliminated in consolidation. Operating results for the nine month period ended September 30, 2004 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2004. The December 31, 2003 balance sheet information has been derived from the audited 2003 financial statements. For further information, refer to the Consolidated Financial Statements and notes thereto, included in Schlumberger’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 3, 2004, for the fiscal year ended December 31, 2003.

 

1. Discontinued Operations

 

The sale of the SchlumbergerSema business was completed in January 2004. Schlumberger received €393 million after adjustments ($495 million) in cash and 19.3 million shares of common stock of Atos Origin with a value of €1.02 billion ($1.275 billion). The results of SchlumbergerSema are reported as Discontinued Operations in the Consolidated Statement of Income and include, in the first quarter of 2004, a gain of $26 million on the sale and in the second quarter of 2004, a credit of $15 million related to adjustments to several accruals. The net assets sold were approximately $2.2 billion. See Note 8 for further information.

 

On February 18, 2004, Schlumberger sold its Telecom Billing Software business for an all-cash amount of $37 million, excluding potential future cash receipts of up to $10 million of which $7 million was received in the third quarter. The results of Telecom Billing Software are reported as Discontinued Operations in the Consolidated Statement of Income and include, in the first quarter of 2004 a gain of $17 million on the sale and in the third quarter of 2004 a $7 million credit related to the additional proceeds received in the third quarter. The net assets sold were approximately $17 million.

 

On March 19, 2004, Schlumberger sold its Infodata business for an all-cash amount of $104 million. The results of Infodata are reported as Discontinued Operations in the Consolidated Statement of Income and include, in the first quarter of 2004, a gain of $50 million on the sale. The net assets sold were approximately $47 million.

 

On April 29, 2004, Schlumberger completed the sale of its Business Continuity (BCO) business for an all-cash amount of $233 million. The results of BCO are reported in Discontinued Operations in the Consolidated Statement of Income and include, in the second quarter of 2004, a gain of $48 million on the sale. The net assets sold were approximately $160 million.

 

On May 18, 2004, Schlumberger’s wholly owned subsidiary Schlumberger BV placed 34.8 million ordinary shares in its smart card business Axalto Holding NV, representing 87% of the total ordinary shares outstanding. The sale price was €14.80 per share giving net proceeds, after expenses, of $606 million, which included a subsequent placement of 166,250 shares. The results of Axalto are reported as Discontinued Operations in the Consolidated Statement of Income and include, in the second quarter of 2004, a loss of $7 million on the sale, in the third quarter of 2004 credits for (1) a $9 million gain on the sale of Schlumberger’s residual investment of 5.1 million shares in Axalto – the sale price was €16.59 per share giving net proceeds, after expenses, of $99 million and (2) a $9 million credit related to the net assets sold. The net assets sold were approximately $700 million.

 

On July 1, 2004, Schlumberger completed the sale of its Electricity Metering North America business for an all-cash amount of $248 million. The results of Electricity Metering North America are reported in Discontinued Operations in the Consolidated Statement of Income and included in the second quarter of 2004, a credit of $25 million including a US tax valuation allowance release of $49 million related to a tax loss carry forward associated with the sale of SchlumbergerSema (which is also included in Discontinued Operations). This transaction allowed for the recognition of a deferred tax asset that was previously unrecorded. Excluding the tax release, the transaction would have resulted in a loss of $24 million. The net assets sold were approximately $134 million.

 

-6-


On July 26, 2004, Schlumberger completed the sale of its Telecom Messaging business for an amount of $15 million ($6 million in cash and $9 million in future payments). The results of Telecom Messaging are reported as Discontinued Operations in the Consolidated Statement of Income and included in the third quarter of 2004, a loss of $4 million on the sale. The net assets sold were approximately $15 million.

 

Revenue and pretax income (loss) from discontinued operations excluding gains (losses) on sale were as follows:

 

           (Stated in thousands)  
     Third Quarter

    Nine Months

 
     2004

   2003

    2004

   2003

 

SchlumbergerSema

                              

Revenue

   $     —      $ 641,244     $ —      $ 1,955,985  

Pretax income

   $ —      $ 12,439     $ —      $ 17,832  

Infodata

                              

Revenue

   $ —      $ 19,322     $ 17,937    $ 63,865  

Pretax income

   $ —      $ 3,075     $ 3,170    $ 12,657  

Telecom Billing Software

                              

Revenue

   $ —      $ 10,015     $ —      $ 28,655  

Pretax income (loss)

   $ —      $ (1,203 )   $ —      $ (8,629 )

Axalto

                              

Revenue

   $ —      $ 212,240     $ 270,925    $ 553,400  

Pretax income

   $ —      $ 17,030     $ 13,072    $ 20,692  

Electricity Meters North America

                              

Revenue

   $ —      $ 77,173     $ 154,333    $ 215,841  

Pretax income

   $ —      $ 16,827     $ 40,538    $ 10,376  

Business Continuity

                              

Revenue

   $ —      $ 34,743     $ 37,872    $ 102,222  

Pretax income

   $ —      $ 2,203     $ 1,194    $ 6,634  

Telecom Messaging

                              

Revenue

   $ —      $ 5,060     $ 11,272    $ 18,647  

Pretax loss

   $ —      $ (670 )   $ 3,711    $ (1,374 )

eCity

                              

Revenue

   $ —      $ 33,698     $ —      $ 88,101  

Pretax income (loss)

   $ —      $ 2,406     $ —      $ (2,346 )

NPTest

                              

Revenue

   $ —      $ —       $ —      $ 117,827  

Pretax loss

   $ —      $ —       $ —      $ (7,962 )

Verification Systems

                              

Revenue

   $ —      $ —       $ —      $ 2,492  

Pretax loss

   $ —      $ —       $ —      $ (4,355 )

 

2. Reclassification

 

Certain items from prior years have been reclassified to conform to the current year presentation.

 

-7-


3. Earnings Per Share

 

The following is a reconciliation from basic earnings per share to diluted earnings per share from continuing operations:

 

     (Stated in thousands except per share amounts)  
     2004

   2003

 

Third Quarter


   Income from
Continuing
Operations


   Average
Shares
Outstanding


   Earnings Per
Share from
Continuing
Operations


   Loss from
Continuing
Operations


    Average
Shares
Outstanding


   Earnings Per
Share from
Continuing
Operations


 

Basic

   $ 297,070    589,936    $ 0.50    $ (88,014 )   585,179    $ (0.15 )
                

               


Dilutive effect of convertible debentures

     7,197    19,105             —       —           

Dilutive effect of options

     —      4,746             —       —           
    

  
         


 
        

Diluted

   $ 304,267    613,787    $ 0.50    $ (88,014 )   585,179    $ (0.15 )
    

  
  

  


 
  


Nine Months


   Income from
Continuing
Operations


   Average
Shares
Outstanding


  

Earnings

per Share


   Income from
Continuing
Operations


    Average
Shares
Outstanding


  

Earnings

per Share


 

Basic

   $ 655,606    589,186    $ 1.11    $ 205,524     583,288    $ 0.35  
                

               


Dilutive effect of convertible debentures

     21,591    19,105             —       —           

Dilutive effect of options

     —      4,718             —       2,412         
    

  
         


 
        

Diluted

   $ 677,197    613,009    $ 1.10    $ 205,524     585,700    $ 0.35  
    

  
  

  


 
  


 

The approximate number of outstanding options at September 30 to purchase shares of common stock which were not included in the computation of diluted earnings per share because to do so would have had an antidilutive effect, were as follows:

 

     (stated in millions)  
     2004

   2003

 

Third quarter

   11.5    38.7 *

Nine months

   13.2    29.6  

* All options were excluded in the third quarter 2003 due to the net-loss in that period. If a net income had been reported, 25.7 million would have been excluded.

 

For the third quarter and nine months 2003, the computation of diluted earnings per share excludes any effects of the convertible debentures because to do so would have had an antidilutive effect.

 

4. Charges – Continuing Operations

 

Debt Extinguishment Costs

 

In June 2004, Schlumberger Technology Corporation bought back and retired $351 million of its outstanding $1 billion 6.5% Notes due 2012. As a result Schlumberger recorded a pretax charge of $37 million ($23 million after tax—$0.04 per share), which included market premium and transaction costs.

 

In March 2004, Schlumberger plc (SPLC) accepted tenders for the outstanding £175 million SPLC 6.50% Guaranteed Bonds due 2032. In addition, Schlumberger SA (SSA) bought back €25 million of the outstanding €274 million SSA 5.25% Guaranteed Bonds due 2008 and €8 million of the outstanding €259 million SSA 5.875% Guaranteed Bonds due 2011. As a result, Schlumberger recorded a pretax and after-tax charge of $77 million, which included market and tender premiums, and transaction costs.

 

Between June 12 and July 22, 2003 subsidiaries of Schlumberger launched and concluded tender offers to acquire three series of outstanding European bonds; $1.3 billion of principal was repurchased for a total cost of $1.5 billion, which included the premium, and issuing and tender costs. The total charge on the tenders was $168 million, of which $81 million ($0.14 per share – diluted) was recorded in the second quarter of 2003, when the first tender closed, with the balance of $86 million ($0.14 per share) recorded in the third quarter of 2003.

 

-8-


The above pretax charges are classified in Debt extinguishment costs in the Consolidated Statement of Income.

 

Other Charges

 

Third quarter of 2003:

 

  Schlumberger recorded a $205 million ($0.34 per share) multiclient library impairment charge (pretax $398 million, tax benefit $106 million and minority interest credit $88 million), a $38 million ($0.06 per share) vessel impairment charge (pretax $54 million minority interest credit $16 million) and a pretax and after-tax gain of $31 million ($0.05 per share) on the sale of a rig. The pretax charges are classified in Cost of goods sold in the Consolidated Statement of Income.

 

First quarter of 2004:

 

  Schlumberger Technology Corporation paid off its commercial paper program in the US. As a result, the $500 million US interest-rate swaps that were designated as cash-flow hedges became ineffective. Schlumberger recorded a pretax non-cash charge of $73 million ($46 million after-tax - $0.08 per share) to recognize unrealized losses previously recorded in Other Comprehensive Income. The pretax charge is classified in Interest expense in the Consolidated Statement of Income.

 

  Schlumberger sold 9.6 million ordinary shares of Atos Origin SA at a price of €52.95 per share. The net proceeds for the sale were $625 million and Schlumberger recorded a pretax and after-tax loss of $14 million ($0.02 per share) on this transaction which reflects both banking fees and currency effect. The pretax charge is classified in Interest and other income in the Consolidated Statement of Income.

 

  Schlumberger is undertaking a restructuring program in order to reduce overhead. Consequently, a pretax charge of $20 million ($14 million after-tax - $0.02 per share) was taken in the quarter related to a voluntary early retirement program in the United States and is classified in Cost of goods sold & services in the Consolidated Statement of Income.

 

Second quarter of 2004:

 

  Schlumberger sold 9.7 million ordinary shares of Atos Origin SA at a price of €48.50 per share. The net proceeds for the sale were $551 million and Schlumberger recorded a pretax and after-tax loss of $7 million ($0.01 per share) on this transaction which reflects both banking fees and currency effect. The pretax charge is classified in Interest and other income in the Consolidated Statement of Income. Schlumberger does not have any ownership interest in Atos Origin SA.

 

  Schlumberger is continuing a restructuring program in order to reduce overhead. Consequently, a pretax and after-tax charge of $4 million ($0.01 per share) was taken in the quarter related to employee terminations and is classified in Cost of goods sold & services in the Consolidated Statement of Income.

 

  Schlumberger Technology Corporation settled its US Interest Rate Swaps with a consequent pretax gain of $10 million ($6 million after-tax - $0.01 per share) which is classified in Interest Expense in the Consolidated Statement of Income.

 

  Schlumberger recorded a pretax and after-tax charge of $11 million ($0.02 per share) related to a vacated leased facility in the UK which is classified in Cost of goods sold & services in the Consolidated Statement of Income.

 

  Schlumberger recorded a pretax and after-tax credit of $5 million ($0.01 per share) related to the release of a litigation reserve which was no longer required and is classified in Cost of goods sold & services in the Consolidated Statement of Income.

 

-9-


Third quarter of 2004:

 

  Schlumberger is continuing a restructuring program in order to reduce overhead. Consequently, a pretax and after-tax charge of $3 million was taken in the quarter related to employee severance and is classified in Cost of goods sold & services in the Consolidated Statement of Income.

 

  Schlumberger recorded a pretax charge of $11 million ($10 million after-tax - $0.02 per share) related to an Intellectual Property settlement which is classified in Cost of goods sold & services in the Consolidated Statement of Income.

 

5. Investments in Affiliated Companies

 

Schlumberger and Smith International Inc. operate a drilling fluids joint venture of which Schlumberger owns a 40% interest and records income using the equity method of accounting. Schlumberger’s investment on September 30, 2004 was $719 million and on December 31, 2003 was $657 million. Schlumberger’s equity income from this joint venture was $17 million in the third quarter of 2004 ($13 million in 2003) and $49 million year to date 2004 ($36 million in 2003) and is included in Interest and other income in the Consolidated Statement of Income.

 

6. Securitization

 

In September 2000, a wholly owned subsidiary of Schlumberger entered into an agreement to sell, on an ongoing basis, up to $220 million of an undivided interest in its accounts receivable, which was subsequently amended up to $250 million. The amount of receivables sold under this agreement totaled $250 million at September 30, 2004. Unless extended by amendment, the agreement expires in September 2005.

 

7. Financing

 

In June 2004, Schlumberger Technology Corporation bought back and retired $351 million of its outstanding $1 billion 6.5% Notes due 2012. See Note 4 Charges – Continuing Operations.

 

In April 2004, Schlumberger Technology Corporation settled the Interest Rate Swaps which it had written down in March 2004. See Note 4 Charges – Continuing Operations.

 

In March 2004 SPLC accepted tenders for the outstanding £175 million SPLC 6.5% Guaranteed Bonds due 2032. In addition, Schlumberger SA (SSA) bought back €25 million of the outstanding €274 million SSA 5.25% Guaranteed Bonds due 2008 and €8 million of the outstanding €259 million SSA 5.875% Guaranteed Bonds due 2011. See Note 4 Charges – Continuing Operations.

 

In March 2004 Schlumberger Technology Corporation paid off its commercial paper program in the US. See Note 4 Charges – Continuing Operations.

 

8. Sale of SchlumbergerSema to Atos Origin and Investment in Atos Origin

 

On September 22, 2003, Schlumberger announced the signing of an agreement with Atos Origin for the sale of the SchlumbergerSema business.

 

On January 29, 2004 the sale transaction was completed. As consideration for the transaction, Schlumberger received €393 million after adjustments ($495 million) in cash, and 19.3 million shares of common stock of Atos Origin with a value of €1.02 billion ($1.275 billion), which represented approximately 29% of the outstanding common shares of Atos Origin after the transaction was completed.

 

On February 2, 2004 Schlumberger sold 9.6 million of the Atos Origin shares for a net consideration of €500 million ($625 million). As a result of this sale, Schlumberger’s investment was reduced to approximately 15% of the outstanding common shares of Atos Origin. The equity in earnings representing Schlumberger’s interest in Atos Origin for the four days ending February 2, 2004 was not material. This investment was accounted for using the cost method as of February 2, 2004.

 

On April 30, 2004 Schlumberger sold its remaining holding of 9.7 million Atos Origin shares for a net consideration after expenses of €465 million ($551 million).

 

At December 31, 2003, the assets and liabilities of the SchlumbergerSema business that were subsequently eliminated from the Schlumberger’s Consolidated Balance Sheet, were aggregated and presented on the consolidated Balance Sheet as Assets held for sale ($3.24 billion) and Liabilities held for sale ($1.22 billion).

 

-10-


9. Inventory

 

A summary of inventory follows:

 

     (Stated in millions)  
    

Sept. 30

2004


   

Dec. 31

2003


 

Raw Materials & Field Materials

   $ 834     $ 721  

Work in Process

     61       74  

Finished Goods

     68       141  
    


 


       963       936  

Reserves

     (141 )     (139 )
    


 


     $ 822     $ 797  
    


 


 

10. Fixed Assets

 

A summary of fixed assets follows:

 

     (Stated in millions)
    

Sept. 30

2004


  

Dec. 31

2003


Property plant & equipment

   $ 10,835    $ 10,977

Less: Accumulated depreciation

     7,215      7,177
    

  

     $ 3,620    $ 3,800
    

  

 

11. Multiclient Seismic Data

 

The change in the carrying amount of multiclient seismic data is as follows:

 

(Stated in millions)  

Balance at December 31, 2003

   $ 506  

Capitalized in period

     45  

Charged to cost of goods sold & services

     (165 )
    


Balance at September 30, 2004

   $ 386  
    


 

-11-


12. Goodwill

 

The changes in the carrying amount of goodwill for the nine months ended September 30, 2004 is as follows:

 

(Stated in millions)  

Balance at December 31, 2003

   $ 3,378  

Additions

     22  

Divestitures

     (634 )

Impact of change in exchange rates

     7  
    


Balance at September 30, 2004

   $ 2,773  
    


 

13. Intangible Assets

 

A summary of intangible assets follows:

 

     (Stated in millions)
    

Sept. 30

2004


  

Dec. 31

2003


Gross book value

   $ 595    $ 796

Less: Accumulated amortization

     238      393
    

  

     $ 357    $ 403
    

  

 

The amortization charged to income for the third quarter and nine months of 2004 was $19 million and $60 million respectively.

 

At September 30, 2004, the gross book value, accumulated amortization and amortization periods of intangible assets were as follows:

 

     (Stated in millions)     
    

Gross

Book Value


  

Accumulated

Amortization


   Amortization Periods

Software

   $ 356    $ 118    5 - 10 years

Technology

     153      78    5 - 10 years

Patents

     11      6    5 - 10 years

Other

     75      36    1 - 15 years
    

  

    
     $ 595    $ 238     
    

  

    

 

The weighted average amortization period for all intangible assets is approximately 6 years.

 

14. Stock Compensation Plans

 

As of September 30, 2004, Schlumberger had two types of stock-based compensation plans which are described in Schlumberger’s 2004 Annual Report on Form 10-K. Schlumberger recorded stock options expense in the Consolidated Statement of Income under SFAS 123 commencing in the third quarter of 2003, on a prospective basis for grants after January 1, 2003. The effect of stock based compensation expense on net income in the third quarter of 2004 was $7.4 million ($0.01 per share) and $20.1 million for the nine months ended September 30, 2004 ($0.03 per share). The effect on the third quarter and nine months 2003 net income was $7.2 million ($0.01 per share). Schlumberger applied APB 25 for grants prior to January 1, 2003. Had compensation cost for the stock-based Schlumberger plans been determined based on the fair value at the grant dates for awards prior to January 1, 2003, consistent with the method of SFAS 123, Schlumberger net income and earnings per share would have been the pro forma amounts indicated below:

 

(Stated in millions except per share amounts)  
     Third Quarter

    Nine Months

 
     2004

    2003

    2004

    2003

 

Net income (loss)

                                

As reported

   $ 318     $ (55 )   $ 894     $ 206  

Proforma adjustments:

                                

Cost of DSPP

     —         (3 )     —         (21 )

Cost of Stock Options

     (8 )     (19 )     (32 )     (69 )

Tax benefit

     1       1       5       3  
    


 


 


 


Proforma

   $ 311     $ (76 )   $ 867     $ 119  
    


 


 


 


Basic earnings (loss) per share

                                

As reported

   $ 0.54     $ (0.09 )   $ 1.52     $ 0.35  

Proforma adjustments:

                                

Cost of DSPP

     —         (0.01 )     —         (0.04 )

Cost of Stock Options

     (0.01 )     (0.03 )     (0.05 )     (0.12 )

Tax benefit on Stock Options

     —         —         0.01       0.01  
    


 


 


 


Pro forma

   $ 0.53     $ (0.13 )   $ 1.48     $ 0.20  
    


 


 


 


Diluted earnings (loss) per share

                                

As reported

   $ 0.53     $ (0.09 )   $ 1.49     $ 0.35  

Proforma adjustments:

                                

Cost of DSPP

     —         (0.01 )     —         (0.04 )

Cost of Stock Options

     (0.01 )     (0.03 )     (0.05 )     (0.12 )

Tax benefit on Stock Options

     —         —         0.01       0.01  
    


 


 


 


Pro forma

   $ 0.52     $ (0.13 )   $ 1.45     $ 0.20  
    


 


 


 


 

-12-


15. Income Tax

 

Pretax book income from continuing operations subject to US and non-US income taxes was as follows:

 

     (Stated in millions)  
     Third Quarter

    Nine Months

 
     2004

   2003

    2004

   2003

 

United States

   $ 98    $ (361 )   $ 148    $ (274 )

Outside United States

     282      101       722      425  
    

  


 

  


Pretax income (loss)

   $ 380    $ (260 )   $ 870    $ 151  
    

  


 

  


 

Schlumberger reported charges in continuing operations in 2004 and 2003. These are more fully described in the note Charges – Continuing Operations. US pretax results in the third quarter of 2004 included charges of $3 million. Outside the US, charges were $11 million. The US pretax results for the first nine months of 2004 included charges of $124 million related to the US Interest Rate Swap, the restructuring program, the US bonds debt extinguishment costs and an intellectual property settlement. Outside the US pretax results included charges of $119 million related to the debt extinguishment costs, the restructuring program, the loss on sale of Atos Origin common stock, an intellectual property settlement and severance charges.

 

Schlumberger had net deferred tax assets of $601 million on September 30, 2004 and $632 million on December 31, 2003. Significant components of net deferred tax assets at September 30, 2004 included postretirement and other long-term benefits ($241 million), current employee benefits ($153 million), fixed assets, inventory and other ($181 million) and net operating losses ($26 million). At December 31, 2003, net deferred tax assets included postretirement and other long-term benefits ($213 million), current employee benefits ($183 million), fixed assets, inventory and other ($194 million) and net operating losses ($42 million).

 

-13-


The components of consolidated income tax expense from continuing operations were as follows:

 

     (Stated in millions)  
     Third Quarter

    Nine Months

 
     2004

    2003

    2004

    2003

 

Current:

                                

United States - Federal

   $ (107 )   $ (162 )   $ (2 )   $ (119 )

United States - State

     (7 )     (17 )     (3 )     (11 )

Outside United States

     79       19       167       128  
    


 


 


 


     $ (35 )   $ (160 )   $ 162     $ (2 )
    


 


 


 


Deferred:

                                

United States - Federal

   $ 130     $ 58     $ 28     $ 35  

United States - State

     7       8       6       5  

Outside United States

     (27 )     (48 )     2       (131 )

Valuation allowance

     —         82       4       159  
    


 


 


 


     $ 110     $ 100     $ 40     $ 68  
    


 


 


 


Consolidated taxes on income

   $ 75     $ (60 )   $ 202     $ 66  
    


 


 


 


 

A reconciliation of the US statutory federal tax rate (35%) to the consolidated effective tax rate follows:

 

     Third Quarter

    Nine Months

 
     2004

    2003

    2004

    2003

 

US federal statutory rate

   35     35     35     35  

US state income taxes

   —       2     —       —    

Non US income taxed at different rates

   (13 )   (15 )   (10 )   (40 )

Valuation allowance

   —       (4 )   —       28  

Other

   (3 )   —       (3 )   —    

Charges

   1     5     1     21  
    

 

 

 

Effective income tax rate

   20     23     23     44  
    

 

 

 

 

16. Contingencies

 

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, the risk of personal injury, natural resource or property damage claims and other factors, it is possible that the ultimate remediation 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.

 

The Consolidated Balance sheet includes accruals for estimated future expenditures associated with business divestitures which have been completed. It is possible that the ultimate expenditures may exceed the amounts recorded. In the opinion of management, such additional expenditures are not expected to be material relative to consolidated liquidity, financial position or future results of operations.

 

In addition, Schlumberger 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 Schlumberger any liability that might ensue would not be material in relation to the consolidated liquidity, financial position or future results of operations.

 

Schlumberger’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and receivables from clients. Schlumberger places its cash and cash equivalents with financial institutions and corporations, and limits the amount of credit exposure with any one of them. Schlumberger actively evaluates the creditworthiness of the issuers in which it invests. The receivables from clients are concentrated within a few significant industries and geographies.

 

-14-


17. Segment Information

 

Schlumberger operates two primary reportable business segments: Oilfield Services and WesternGeco.

 

Prior periods have been restated so as to be comparable with the current reporting structure.

 

     (Stated in millions)  
     THIRD QUARTER 2004

    THIRD QUARTER 2003

 
     Revenue

   

Income

after tax

& MI


   

Minority

Interest


   

Tax

Expense


   

Income

before tax

& MI


    Revenue

  

Income

after tax

& MI


   

Minority

Interest


   

Tax

Expense


   

Income

before tax

& MI


 

Oilfield Services

                                                                               

North America

   $ 789     $ 78     $ —       $ 41     $ 119     $ 672    $ 59     $ —       $ 32     $ 91  

Latin America

     434       38       —         7       45       379      50       —         12       62  

Europe/CIS/W. Africa

     737       95       —         22       117       660      102       —         20       122  

Middle East & Asia

     617       146       —         20       166       530      114       —         15       129  

Elims/Other

     29       (9 )     —         2       (7 )     15      (11 )     —         7       (4 )
    


 


 


 


 


 

  


 


 


 


       2,606       348       —         92       440       2,256      314       —         86       400  
    


 


 


 


 


 

  


 


 


 


WesternGeco

     301       19       9       5       33       263      (17 )     (7 )     (12 )     (36 )
    


 


 


 


 


 

  


 


 


 


Other

     25       (1 )     —         (1 )     (2 )     23      (3 )     —         —         (3 )

Elims & Other

     (1 )     (30 )     (1 )     (19 )     (50 )     3      (21 )     (1 )     (28 )     (50 )
    


 


 


 


         

  


 


 


       
     $ 2,931     $ 336     $ 8     $ 77             $ 2,545    $ 273     $ (8 )   $ 46          
    


 


 


 


         

  


 


 


       

Interest Income

                                     14                                      10  

Interest Expense (1)

                                     (41 )                                    (74 )

Charges (2)

                                     (14 )                                    (507 )
                                    


                                


                                     $ 380                                    $ (260 )
                                    


                                



1. Excludes interest expense included in the Segment results ($3 million in 2004; $2 million in 2003).
2. See Note 4 Charges – Continuing Operations.

 

     (Stated in millions)  
     NINE MONTHS 2004

    NINE MONTHS 2003

 
     Revenue

  

Income

after tax

& MI


   

Minority

Interest


   

Tax

Expense


   

Income

before tax

& MI


    Revenue

  

Income

after tax

& MI


   

Minority

Interest


   

Tax

Expense


   

Income

before tax

& MI


 

Oilfield Services

                                                                              

North America

   $ 2,261    $ 237     $ —       $ 125     $ 362     $ 1,946    $ 165     $ —       $ 94     $ 259  

Latin America

     1,255      138       —         31       169       1,031      120       —         34       154  

Europe/CIS/W. Africa

     2,089      275       —         65       340       1,935      284       —         61       345  

Middle East & Asia

     1,812      406       —         60       466       1,553      334       —         44       378  

Elims/Other

     88      (32 )     —         12       (20 )     45      (39 )     —         18       (21 )
    

  


 


 


 


 

  


 


 


 


       7,505      1,024       —         293       1,317       6,510      864       —         251       1,115  
    

  


 


 


 


 

  


 


 


 


WesternGeco

     905      36       15       30       81       875      (31 )     (13 )     (8 )     (52 )
    

  


 


 


 


 

  


 


 


 


Other

     70      (9 )     —         (1 )     (10 )     82      (7 )     —         (1 )     (8 )

Elims & Other

     2      (79 )     (2 )     (75 )     (156 )     8      (22 )     (3 )     (70 )     (95 )
    

  


 


 


         

  


 


 


       
     $ 8,482    $ 972     $ 13     $ 247             $ 7,475    $ 804     $ (16 )   $ 172          
    

  


 


 


         

  


 


 


       

Interest Income

                                    39                                      36  

Interest Expense (1)

                                    (158 )                                    (256 )

Charges (2)

                                    (243 )                                    (589 )
                                   


                                


                                    $ 870                                    $ 151  
                                   


                                



1. Excludes interest expense included in the Segment results ($6 million in 2004 and $5 million in 2003). The nine months 2004 excludes the $64 million charge related to the US interest rate swap – see Note 4 Charges – Continuing Operations.
2. See Note 4 Charges – Continuing Operations.

 

-15-


18. Pension and Other Postretirement Benefits

 

Net pension cost in the US for the third quarter and nine months of 2004 and 2003 included the following components:

 

     (Stated in millions)  
     Third Quarter

    Nine Months

 
     2004

    2003

    2004

    2003

 

Service cost - benefits earned during period

   $ 12     $ 14     $ 42     $ 42  

Interest cost on projected benefit obligation

     24       22       74       70  

Expected return on plan assets

     (23 )     (22 )     (65 )     (64 )

Amortization of prior service cost/other

     1       —         3       2  

Amortization of unrecognized net loss

     5       2       15       6  
    


 


 


 


Net pension cost

   $ 19     $ 16     $ 69     $ 56  
    


 


 


 


 

Schlumberger’s contribution during the nine months ended September 30, 2004 was $249 million. Schlumberger does not anticipate making any contribution during the fourth quarter of 2004.

 

Net pension cost in the UK plan for the third quarter and nine months of 2004 and 2003 included the following components:

 

     (Stated in millions)  
     Third Quarter

    Nine Months

 
     2004

    2003

    2004

    2003

 

Service cost - benefits earned during period

   $ 7     $ 6     $ 21     $ 18  

Interest cost on projected benefit obligation

     8       6       24       18  

Expected return on plan assets

     (9 )     (8 )     (28 )     (24 )

Amortization of unrecognized net loss

     2       —         7       —    
    


 


 


 


Net pension cost

   $ 8     $ 4     $ 24     $ 12  
    


 


 


 


 

On May 19, 2004, FASB Staff Position No. 106-2 (“FSP”) was issued by FASB to provide guidance relating to the prescription drug subsidy provided by the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”). Schlumberger currently provides postretirement benefits to former employees who have retired under the US pension plans. For these former employees, the prescription drug benefit provided by Schlumberger would be considered to be actuarially equivalent to the benefit provided under the Act. As permitted by the FSP, Schlumberger prospectively adopted the provisions of the FSP effective July 1, 2004. This resulted in a reduction in the accumulated postretirement benefit obligation (“APBO”) for the subsidy related to benefits attributed to past service of approximately $77 million. The subsidy will result in a reduction in net periodic post retirement costs of approximately $12 million (pretax), of which $6 million was recorded during the third quarter of 2004 with the remaining portion being recorded in the fourth quarter of 2004. The components of this approximate $12 million in pretax savings are a reduction in interest costs on APBO of $5 million, a reduction of amortization of net loss of $4 million and a reduction in current period service costs of $3 million.

 

Net postretirement benefit cost in the US for the third quarter and nine months of 2004 and 2003 included the following components:

 

     (Stated in millions)
     Third Quarter

   Nine Months

     2004

   2003

   2004

   2003

Service cost - benefits earned during period

   $ 1    $ 7    $ 15    $ 21

Interest cost on accumulated postretirement benefit obligation

     10      13      40      39

Amortization of unrecognized net loss/other

     4      3      12      9
    

  

  

  

Net postretirement benefit cost

   $ 15    $ 23    $ 67    $ 69
    

  

  

  

 

-16-


Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

BUSINESS REVIEW

 

           (Stated in millions)  
     Third Quarter

    Nine Months

 
     2004(2)

    2003(2)(5)

    % chg

    2004(3)

    2003(3)(5)

    % chg

 

Oilfield Services

                                            

Operating Revenue

   $ 2,606     $ 2,256     16 %   $ 7,505     $ 6,510     15 %

Pretax Operating Income (1)

   $ 440     $ 400     10 %   $ 1,317     $ 1,116     18 %

WesternGeco

                                            

Operating Revenue

   $ 301     $ 263     14 %   $ 905     $ 875     3 %

Pretax Operating Income (1)

   $ 33     $ (36 )   —   %   $ 81     $ (52 )   —   %

Other (4)

                                            

Operating Revenue

   $ 25     $ 23     7 %   $ 70     $ 82     (15 )%

Pretax Operating Income (1)

   $ (2 )   $ (3 )   —   %   $ (10 )   $ (8 )   —   %

(1) Pretax operating income represents income before taxes and minority interest, excluding interest income, interest expense and amortization of intangibles. Pretax operating income excludes the charges and credits described in footnotes (2) and (3) below because those items are not allocated by segment.

 

(2) The third quarter of 2004 excludes a pretax charge of $11 million for an Intellectual Property settlement and a pretax $3 million severance charge.

 

     The third quarter of 2003 excludes debt extinguishment costs of $86 million pretax and a pretax charge of $421 million for impairment and other charges/credits related to the multiclient library, seismic vessels partially offset by the gain on the sale of a rig.

 

(3) The nine months of 2004 excludes a pretax charge of $11 million for an Intellectual Property settlement and a pretax $3 million severance charge, a pretax loss of $7 million on the sale of Atos Origin shares, a pretax idle leased facility reserve of $11 million, a pretax reorganization reserve of $4 million, a pretax release of a litigation reserve of $5 million, a pretax gain of $10 million for the settlement of the US Interest Rate Swap and a pretax charge of $37 million of debt extinguishment costs, a pretax charge of $73 million for the US Interest Rate Swap write off, a pretax loss of $14 million on the sale of Atos Origin shares, a pretax charge of $77 million of debt extinguishment costs and a pretax charge of $20 million related to the restructuring program in the United States.

 

     The nine months of 2003 excludes debt extinguishment costs of $167 million pretax and a pretax charge of $421 million for impairment and other charges/credits related to the multiclient library, seismic vessels partially offset by the gain on the sale of a rig.

 

(4) Comprises the Global Tel*Link, Public Phones and Essentis activities.

 

(5) Restated for discontinued operations.

 

Third Quarter 2004 Compared to Third Quarter 2003

 

Operating revenue for the third quarter was $2.93 billion versus $2.54 billion in the third quarter of 2003, an increase of 15%. Income from continuing operations before charges was $310 million, or $0.52 per share-diluted versus $0.36 in the third quarter of last year. Including charges of $13 million, income from continuing operations in the third quarter was $297 million, or $0.50 per share, compared to a loss of $88 million, or $0.15 per share, last year, which included net charges of $298 million. The $13 million charges in 2004 comprised of $10 million for an intellectual property settlement and $3 million for severance. The $298 million net charges in 2003 comprised debt extinguishment costs of $86 million, multiclient library and seismic vessel impairment charges of $243 million, and a gain on the sale of a rig of $31 million.

 

Discontinued operations recorded a gain of $21 million ($0.03 per share) in the quarter. This resulted in a net income of $318 million, or $0.53 per share-diluted, compared to a net loss of $55 million, or $0.09 per share, last year.

 

Oilfield Services revenue of $2.61 billion increased 3% sequentially and 16% compared to the same quarter of last year. Pretax business segment operating income of $440 million decreased 3% sequentially but grew 10% year-on-year.

 

-17-


WesternGeco revenue of $301 million increased 3% sequentially and 14% year-on-year. Pretax business segment operating income of $33 million improved $19 million sequentially and $70 million compared to the same quarter of last year.

 

OILFIELD SERVICES

 

Third-quarter revenue of $2.61 billion was 3% higher sequentially and increased 16% year-on-year. Pretax operating income of $440 million declined 3% sequentially but rose 10% year-on-year.

 

The sequential revenue increases that were particularly strong in Nigeria, Canada and Russia were substantially offset by Norway, Indonesia, Saudi Arabia and North Africa. Wireline and Well Services technologies were the principal contributors to the sequential revenue growth.

 

Sequential operating income decline was the result of four main causes: weather-related issues in the Gulf of Mexico; performance-related issues in the Gulf of Mexico and Mexico; delays in contract renegotiations in Venezuela; and slower activity in Russia for YUKOS. In contrast the Middle East continued to deliver strong performance.

 

The highest year-on-year activity growth was experienced in India, Russia, Mexico and US Land GeoMarkets. By technology, Drilling & Measurements, Well Services, Well Completions & Productivity, Wireline and Integrated Project Management recorded double-digit gains.

 

North America

 

Revenue of $789 million increased 6% sequentially and 17% year-on-year. Pretax operating income of $119 million decreased 1% sequentially but increased 31% year-on-year.

 

Sequential revenue growth was mainly due to Canada and land activity in the United States. Well Services operated near capacity throughout most of the quarter and recorded double-digit price improvement from 2003 averages. However, higher product costs are beginning to dampen the operating leverage. Pricing momentum remains positive.

 

Sequentially, the decline in operating income was mainly due to suspended operations in the Gulf of Mexico as a result of multiple hurricanes and a loss on a turnkey drilling project.

 

Robust year-on-year revenue growth was recorded in US Land and Canada, which benefited from the strong performance of most technology segments, coupled with pricing improvements particularly for Well Services. Stronger demand for Well Completions & Productivity and Well Services contributed to the year-on-year growth in the Gulf of Mexico.

 

Latin America

 

Revenue of $434 million increased 2% sequentially and 14% year-on-year. Pretax operating income of $45 million declined 28% both sequentially and year-on-year.

 

Demand for Integrated Project Management services in Mexico continued to fuel year-on-year growth; however, the revenue flattened sequentially due to a slowdown in drilling activity, which will likely persist through early next year.

 

The year-on-year and sequential pretax operating income drop was mainly due to an unfavorable revenue mix in Mexico; reduced level of activity for PEMEX in a project bearing a high structural cost; and losses on a low-margin project with a major E&P company for which the contract has subsequently been improved. During the quarter, certain barges in West Venezuela were partially idled while contractual negotiations continued with PDVSA.

 

Drilling & Measurements, Well Completions & Productivity and Wireline continued to experience strong growth, particularly in Latin America South, leading to record revenue in Brazil. Drilling & Measurements leveraged its experience of drilling more than seven million feet in the Faja del Orinoco of Eastern Venezuela by expanding its geosteering market with new multi-well contracts in both Venezuela and Trinidad.

 

Integrated Project Management saw increased activity in Ecuador with new contracts and services on multiple exploration and development wells. The work included project management, well engineering, well site supervision and all related well construction and completion services.

 

-18-


Europe/CIS/West Africa

 

Revenue of $737 million increased 5% sequentially and 12% year-on-year. Pretax operating income of $117 million was flat sequentially but declined 4% year-on-year.

 

Sequential activity growth in the region was affected by union strikes in Norway and a slowdown in Russia as YUKOS started reducing its operations late in the quarter. Further declines are expected with YUKOS in the coming quarters and assets are consequently being redeployed within Russia to cover expanding activity elsewhere.

 

Sequential margin deterioration was due to reduced activity for YUKOS in Russia and union strikes in Norway that were partially offset by improvements in Nigeria and Continental Europe. This resulted in a flattening of operating income in the region.

 

Year-on-year revenue growth was led by Russia, Caspian and West Africa, with gains recorded in all technology Segments led by Drilling & Measurements and Well Services. Nigeria also contributed to the year-on-year and sequential revenue growth with particular strength in deepwater.

 

Middle East & Asia

 

Revenue of $617 million decreased 3% sequentially but grew 16% year-on-year. Pretax operating income of $166 million increased 3% sequentially and 29% year-on-year.

 

Sequential activity decline was mainly due to the completion of a 90-well VDA* Viscoelastic Diverting Acid stimulation campaign in the prior quarter in Saudi Arabia and lower Integrated Project Management activities in Indonesia. This decline was partially offset by strong activity in the Thailand/Vietnam and Malaysia/Brunei/Philippines GeoMarkets.

 

The improved sequential operating income was the result of a better revenue mix with the completion of a low profitability contract in Asia in the quarter and the ramp up of favorable projects in the Gulf.

 

WESTERNGECO

 

Third-quarter revenue of $301 million was 3% higher sequentially and 14% higher compared to the same period last year. Pretax operating income of $33 million improved $19 million sequentially and $70 million year-on-year.

 

Sequentially, Marine activity increased 7% due to better vessel utilization, particularly for Q-Marine* technology. The activity growth was strongest in West Africa, Mexico and South America. Land declined 8% reflecting the completion of some projects in Malaysia and the Middle East. Multiclient sales increased 3% mainly in North America, partially offset by the completion of a long-term volume agreement awarded in December 2003. Data Processing increased 10% due to a higher level of Q* processing and robust third-party work coupled with improved operational efficiencies.

 

Year-on-year revenue increased mainly from strong growth in Multiclient sales coupled with higher activity in North America. This reflected the renewed interest in the library resulting from higher oil prices and an increasing number of blocks in the Gulf of Mexico coming up for renewal. Data Processing grew 29% resulting in increased amounts of Q* processing and improved third-party backlog. Land revenue was flat year-on-year while Marine declined 9% due to lower activity in the Caspian coupled with an ocean-bottom cable crew operating on a substantially pre-funded Multiclient project in the Gulf of Mexico.

 

Sequential operating income increases were mainly in Marine resulting from higher vessel utilization and sustained Q* pricing. Data Processing also contributed to this improvement due to better operating efficiency.

 

The year-on-year operating income increase was led by Multiclient due to lower amortization cost following the impairment of the Multiclient library in the third quarter of last year, coupled with improved sales in North America. Marine also contributed to the improved performance with better pricing on Q* contracts.

 

The WesternGeco backlog at the end of the third quarter reached $602 million, increased 1% over the previous quarter and more than doubled year-on-year.

 

-19-


OTHER

 

Global revenue for the third quarter was $14 million with pretax income of $1 million; Essentis revenue was $3 million and pretax operating loss was $3 million; Public Phones revenue was $8 million and pretax operating income was breakeven.

 

INCOME STATEMENT

 

Interest income of $15 million increased $3.8 million compared to the same quarter last year. The average return on investment increased from 1.7% to 2.2% year-over-year. The average investment balance of $2.6 billion was down $20 million over last year. Gross margin (excluding net charges of $14 million in 2004 and $421 million in 2003) of 21% increased 1% compared to the same period last year. As a percentage of revenue, marketing expense was 0.2% less than last year and research & engineering expense decreased 0.5% from last year. General expense as a percentage of revenue decreased from 3.2% to 2.9%. Interest expense of $44 million decreased $32 million compared to same quarter last year. Average borrowing rates decreased from 4.0% to 3.6% compared to the same quarter last year. The average debt balance of $4.4 billion decreased $3 billion over the same quarter last year. The effective tax rate for the third quarter, excluding the charges of $14 million in 2004 and $507 million in 2003, was 19% for both 2004 and 2003.

 

Nine Months 2004 Compared to Nine Months 2003

 

Revenue for the nine month period ended September 30, 2004 of $8.5 billion increased 13% over the same period last year. Income from continuing operations of $656 million includes charges aggregating $199 million. The primary components of these charges are debt extinguishment costs ($100 million), costs related to the ineffectiveness/settlement of the US Interest Rate Swaps ($40 million), loss on the sale of Atos Origin SA common stock ($21 million), an Intellectual Property settlement ($10 million), and restructuring charges ($21 million). Excluding charges, income from continuing operations was $1.43 per share, compared to $1.00 per share for the same period last year.

 

Oilfield Services revenue of $7.5 billion increased 15% versus the same period last year. Pretax operating income was $1.3 billion, an increase of 18% year-on-year.

 

WesternGeco revenue of $905 million increased 3% compared to the same period last year. Pretax operating income was $81 million compared to a loss of $52 million last year.

 

Discontinued operations recorded a gain of $238 million ($0.39 per share) in 2004 and a gain of $437,000 in 2003.

 

Net income was $894 million, or $1.49 per share - diluted compared to a net income of $206 million, or $0.36 per share - diluted, in the third quarter of 2003.

 

OILFIELD SERVICES

 

Nine months revenue of $7.5 billion was 15% higher versus the same period last year. Pretax operating income of $1.3 billion increased 18% year-on-year. Revenue growth year-on-year was strongest in India, Mexico, Caspian, Russia and East Africa and East Mediterranean GeoMarkets. From a technology standpoint, double-digit gains were recorded in Well Services from growth in all regions, Wireline, Drilling & Measurements, Well Completions & Productivity and Integrated Project Management, with all remaining technology segments also higher year-on-year.

 

North America

 

Revenue of $2.3 billion increased 16% versus the same period last year. Pretax operating income of $362 million increased 40% year-on-year. Robust year-on-year growth was recorded in US Land and Canada, which benefited by strong performances in most technology Segments, particularly for Well Services. Alaska also posted growth mainly from increased activity for Well Completions & Productivity. Turnkey operations and stronger demand for Drilling & Measurements fueled year-on-year increases in the Gulf Coast. By technology, all segments, with the exception of Schlumberger Information Solutions, were higher year-on-year. Severe tropical storms and multiple hurricanes coupled with losses on a turnkey project in the Gulf Coast negatively affected growth in pretax income.

 

Latin America

 

Revenue of $1.3 billion was 22% higher year-on-year. Pretax operating income of $169 million increased 10% versus the same period last year. Demand for integrated services continued to drive significant growth in Mexico. Latin America South grew due to market share gains for Drilling & Measurements in Brazil, integrated projects in Argentina,

 

-20-


and increased activity for Well Completions & Productivity and Schlumberger Information Solutions. Venezuela experienced decreased activity mainly due to ongoing contractual issues with PDVSA, which also largely dampened growth in pre-tax income in the region. By technology, significant growth was recorded across most segments.

 

Europe/CIS/West Africa

 

Revenue of $2.1 billion increased 8% year-on-year. Pretax operating income of $340 million decreased 1% year-on-year. Year-on-year growth was led by Russia with increases recorded in most segments, Caspian and West Africa GeoMarkets with demand particularly strong for Well Completions & Productivity, Drilling & Measurements and Wireline. These increases were partially offset by declines in United Kingdom due to the completion of integrated contracts in the prior year and lower activity in the North Sea. By technology, all segments, with the exception of Integrated Project Management and Schlumberger Information Solutions grew year-on-year. Year-on-year pretax income was impacted by local currency appreciation (Russian Ruble, Algerian Dinar, CFA and Euro) against the US dollar, unrest in Nigeria resulting in production shutdowns in the Western Delta and union strikes in Norway.

 

Middle East & Asia

 

Revenue of $1.8 billion was 17% higher year-on-year. Pretax operating income of $466 million was 23% higher versus the same period last year. Offshore and deepwater activity utilizing Wireline, Drilling & Measurements and Well Completions & Productivity technologies continued to drive year-on-year increases in India. Strong year-on-year growth was also reflected across most GeoMarkets, particularly in East Africa and East Mediterranean from increased activity in East and West Mediterranean, Indonesia from integrated projects and in the Gulf from higher demand for Wireline, Drilling & Measurements and Well Services technologies.

 

WESTERNGECO

 

Nine months revenue for WesternGeco of $905 million was 3% higher compared to the same period last year. The increase was driven by strong Multiclient sales reflecting the increased interest in the library resulting from a steady high oil price and an increasingly larger numbers of blocks in the Gulf of Mexico coming up for renewal, coupled with an increase in pre-commit revenue in North America. Land revenue declined mainly due to the shutdown of several crews active in the previous year in Alaska, Cameroon and Germany and lower activity in Mexico; partially offset by improvements in South America, Asia and the Middle East. Marine declined marginally on account of lower activity in Caspian, partially offset by higher vessel utilization in other regions while Data Processing improved marginally.

 

Q - Technology revenue grew 125% compared to the same period last year, with higher utilization of the Q-Marine fleet and the startup of the first Q-Seabed crew.

 

Pretax income of $81 million improved by $134 million mainly in Multiclient due to the impact of higher sales coupled with lower amortization following the impairment of the Multiclient library in September last year; Marine improved on account of better pricing and utilization; Data Processing improved on account of higher third party work while Land declined marginally.

 

OTHER

 

Global revenue for the nine months was $43 million with pretax income of $2 million; Essentis revenue was $9 million and pretax operating loss was $9 million; Public Phones revenue was $18 million and pretax operating loss was $3 million.

 

INCOME STATEMENT

 

Interest income of $40 million increased 3.5% compared to the same period last year. The average return on investment decreased from 2.5% to 1.8% year-over-year. The average investment balance of $2.8 billion increased by $821 million over last year due to liquidity generated by operations and business divestiture proceeds. Gross margin of 20% decreased 1.4% compared to the same period last year (excluding net charges of $44 million in 2004 and $421 million in 2003). As a percentage of revenue, marketing expense and research & engineering was 0.2% less than last year. General expense as a percentage of revenue decreased from 3.3% to 2.9%. Interest expense of $228 million decreased $33.4 million compared to the same period last year and decreased $101 million excluding the $63.9 million

 

-21-


charge related to the US Interest Rate Swap. Excluding this charge the average borrowing rates decreased from 4.8% to 3.6%. The average debt balance decreased $1.1 billion compared to the same period last year. The effective tax rate for the first nine months, excluding the charges of $243 million in 2004 and $589 million in 2003, was 22% compared to 23% for the same period last year. The main cause of the decrease from last year were reduced losses for which valuation allowances were required and the geographic mix of results in WesternGeco.

 

CASH FLOW

 

During the first nine months of 2004, cash provided by operations was $978 million as net income plus depreciation/amortization and charges, including the extinguishment of European and US debt and the US Interest Rate Swap, were only partially offset by increases in customer receivables and inventories. Cash provided by investing activities was $2.4 billion with proceeds from the sales of the SchlumbergerSema business ($494 million), the Infodata business ($104 million), the Telecom Billing Software business ($37 million), the Business Continuity business ($233 million), the Axalto business ($606 million) the Electricity Meters North America business ($248 million), the proceeds from the sale of the Atos Origin shares ($1.16 billion) and a net change in investments ($556 million) only partially offset by investments in fixed assets ($801 million). Cash used by financing activities was $3.42 billion as the debt repayment of $3.5 billion, the payment of dividends to shareholders ($331 million), stock repurchase plan ($237 million) and debt extinguishment costs ($111 million) were only partially offset by the proceeds from employee stock plans ($213 million).

 

-22-


Net Debt is gross debt less cash, short-term investments and fixed income investments held to maturity. Details of the Net Debt follows:

 

(Stated in millions)  

Nine Months        


   2004

 

Net Debt, beginning of period

   $ (4,176 )

Net income from continuing operations

     656  

Excess of equity income over dividends received

     (64 )

Charges, net of tax and minority interest

     199  

Depreciation and amortization

     979  

Increase in working capital requirements

     (561 )

Capital expenditures

     (845 )

Dividends paid

     (331 )

Employee stock plans

     213  

Proceeds from the sale of the SchlumbergerSema business

     495  

Proceeds from the sale of the Telecom Billing Software business

     37  

Proceeds from the sale of the Infodata business

     104  

Proceeds from the sale of the Business Continuity business

     233  

Proceeds from the sale of the Axalto business

     606  

Proceeds from the sale of Axalto shares

     99  

Proceeds from the sale of Atos Origin shares

     1,165  

Proceeds from the sale of the Electricity Meters North America business

     248  

Proceeds from the sale of Telecom Messaging business

     6  

Stock purchase program

     (237 )

US pension plan payments

     (249 )

Debt extinguishment costs

     (111 )

Settlement of US interest rate swap

     (70 )

Investment in PetroAlliance

     (12 )

Other

     (48 )

Translation effect on net debt

     6  
    


Net Debt, end of period

   $ (1,658 )
    


 

     (Stated in millions)  

Components of Net Debt        


   Sept. 30
2004


    Dec. 31
2003


 

Cash and short-term investments

   $ 2,540     $ 3,109  

Fixed income investments, held to maturity

     185       223  

Bank loans and current portion of long-term debt

     (645 )     (1,411 )

Long-term debt

     (3,738 )     (6,097 )
    


 


     $ (1,658 )   $ (4,176 )
    


 


 

INFORMATION ON NON-GAAP MEASURES

 

In addition to financial results determined in accordance with generally accepted accounting principles (GAAP) this document also includes the following non-GAAP financial measures:

 

  Net debt: Net debt is gross debt less cash, short-term investments and fixed income investments held to maturity. Management believes that “net debt” provides useful information regarding the level of Schlumberger’s indebtedness by reflecting cash and investments that could be used to repay debt, and that the level of net debt provides useful information as to the results of Schlumberger’s deleveraging efforts.

 

  Income from continuing operations before charges and credits, diluted earnings per share before charges and credits and effective tax rate before charges and credits:

 

The following is a reconciliation of:

 

  Income from continuing operations per the Consolidated Statement of Income to Income from continuing operations before charges and credits.

 

  Diluted earnings per share from continuing operations before charges and credits.

 

-23-


  Effective tax rate from continuing operations before charges and credits.

 

       (Stated in thousands)  
     Third Quarter 2004

 
     Pretax

    Tax

    Min Int

    Net

 

Per Consolidated Statement of Income

   $ 380,196     $ 75,442     $ (7,684 )   $ 297,070  

Add back Charges:

                                

- Intellectual Property settlement charge

     11,200       1,260       —         9,940  

- Severance charge

     3,000       —         —         3,000  
    


 


 


 


Continuing operations before charges

   $ 394,396     $ 76,702     $ (7,684 )   $ 310,010  
    


 


 


 


Continuing operations before charges

                                

Effective tax rate

                             19.4 %

Diluted Earnings per Share

                           $ 0.52  
     Third Quarter 2003

 
     Pretax

    Tax

    Min Int

    Net

 

Per Consolidated Statement of Income

   $ (259,693 )   $ (59,645 )   $ 112,035     $ (88,013 )

Add back Charges & Credits:

                                

- Debt extinguishment costs

     86,328       —         —         86,328  

- Muticlient library impairment charge

     398,365       105,723       (87,793 )     204,849  

- Vessel impairment charge

     54,000       —         (16,200 )     37,800  

- Gain on sale of rig

     (31,416 )     —         —         (31,416 )
    


 


 


 


Continuing operations before charges & credits

   $ 247,584     $ 46,078     $ 8,042     $ 209,548  
    


 


 


 


Continuing operations before charges & credits

                                

Effective tax rate

                             18.6 %

Diluted Earnings per Share

                           $ 0.36  

 

-24-


     (Stated in thousands)  
     Nine Months 2004

 
     Pretax

    Tax

    Min Int

    Net

 

Per Consolidated Statement of Income

   $ 870,456     $ 202,253     $ (12,597 )   $ 655,606  

Add back Charges & Credits:

                                

- Debt extinguishment costs

     114,894       14,029       —         100,865  

- US interest-rate swap settlement gain

     (9,620 )     (3,300 )     —         (6,320 )

- Loss on sale of Atos Origin shares

     6,635       —         —         6,635  

- Vacated leased facility reserve

     11,000       —         —         11,000  

- Litigation reserve release

     (5,000 )     —         —         (5,000 )

- Loss recognized on interest-rate swaps

     73,515       27,164       —         46,351  

- Loss on sale of Atos Origin shares

     14,330       —         —         14,330  

- Restructuring program charge

     19,500       5,500       —         14,000  

- Intellectual Property settlement charge

     11,200       1,260       —         9,940  

- Severance charge

     7,000       —         —         7,000  
    


 


 


 


Continuing operations before charges & credits

   $ 1,113,910     $ 246,906     $ (12,597 )   $ 854,407  
    


 


 


 


Continuing operations before charges & credits

                                

Effective tax rate

                             22.2 %

Diluted Earnings per Share

                           $ 1.43  
     Nine Months 2003

 
     Pretax

    Tax

    Min Int

    Net

 

Per Consolidated Statement of Income

   $ 151,470     $ 66,414     $ 120,468     $ 205,524  

Add back Charges & Credits:

                                

- Debt extinguishment costs

     167,801       —         —         167,801  

- Multclient library impairment charge

     398,365       105,723       (87,793 )     204,849  

- Vessel impairment charge

     54,000       —         (16,200 )     37,800  

- Gain on sale of rig

     (31,416 )     —         —         (31,416 )
    


 


 


 


Continuing operations before charges & credits

   $ 740,220     $ 172,137     $ 16,475     $ 584,558  
    


 


 


 


Continuing operations before charges & credits

                                

Effective tax rate

                             23.3 %

Diluted Earnings per Share

                           $ 1.00  

 

Reasons for excluding charges and credits - Management believes that the exclusion of these items enables it to more effectively evaluate Schlumberger’s operations period over period and to identify operating trends that could otherwise be masked by the excluded items.

 

The foregoing non-GAAP financial measure should be considered in addition to, not as a substitute for, or superior to, total debt, net income, cash flows or other measures of financial performance prepared in accordance with GAAP as more fully discussed in Schlumberger’s financial statements and filings with the Securities and Exchange Commission.

 

FORWARD-LOOKING STATEMENTS

 

This 10-Q report, the third quarter 2004 earnings release and other statements we make contain forward looking statements, which include any statements that are not historical facts, such as our expectations regarding business outlook; growth for Schlumberger as a whole and for each of Oilfield Services and WesternGeco; oil and natural gas demand and production growth; operating and capital expenditures by Schlumberger and the oil and gas industry; the business strategies of Schlumberger’s customers; and future results of operations. These statements involve risks and uncertainties, including, but not limited to, the global economy; changes in exploration and production spending by Schlumberger’s customers and changes in the level of oil and natural gas exploration and development; general economic and business conditions in key regions of the world; political and economic uncertainty and socio-political unrest; and other factors detailed in our most recent Form 10-K, Form 10-Q and other filings with the Securities and Exchange Commission. If one or more of these risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. Schlumberger disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.

 

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Item 3: Quantitative and Qualitative Disclosures about Market Risk

 

Schlumberger does not believe it has a material exposure to financial market risk. Schlumberger manages the exposure to interest rate changes by using a mix of debt maturities and variable- and fixed-rate debt. With regard to foreign currency fluctuations, Schlumberger enters into various contracts, which change in value as foreign exchange rates change, to protect the value of external and intercompany transactions in foreign currencies. Schlumberger does not enter into foreign currency or interest rate transactions for speculative purposes.

 

Item 4: Controls and Procedures

 

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of Schlumberger’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of Schlumberger’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the CEO and CFO have concluded that Schlumberger’s disclosure controls and procedures were effective as of September 30, 2004 to ensure that information required to be disclosed by Schlumberger in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There has been no change in our internal controls over financial reporting that occurred during the quarter ended September 30, 2004 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


* Mark of Schlumberger

 

PART II. OTHER INFORMATION

 

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

 

Unregistered Sales of Equity Securities

 

During the quarter ended September 30, 2004, Schlumberger issued 27 shares of its common stock upon conversion of $2,000 aggregate principal amount of its 1.500% Series A Convertible Debentures due June 1, 2023. Such shares were issued in a transaction exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

 

On May 27, 2004, Schlumberger delivered from treasury 421,870 shares of its common stock as partial consideration for the acquisition of an approximately 26% equity stake in PetroAlliance Services Company Limited. Such shares were issued in transactions exempt from registration under Regulations D and S of the Securities Act of 1933, as amended.

 

Share Repurchases

 

On July 22, 2004, the Board of Directors of Schlumberger approved a share buyback program of up to 15 million shares to be acquired in the open market before December 2006, subject to market conditions.

 

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The following table sets forth information on Schlumberger’s common stock repurchase program activity for the quarter ended September 30, 2004.

 

     (Stated in thousands except per share amounts)
     Total Number
of shares
purchased


   Average Price
paid per
share (1)


   Total Number of
shares purchased
as part of publicly
announced program


  

Maximum Number of
shares that may yet
be purchased

under the program


July 1 through July 31, 2004

   —      $ —      —      15,000

August 1 through August 31, 2004

   3,476    $ 61.83    3,476    11,524

September 1 through September 30, 2004

   340    $ 63.58    340    11,184
    
  

  
    
     3,816    $ 61.99    3,816     
    
  

  
    

(1) Average price per share includes the related commissions. The average price paid during the quarter excluding commissions was $61.96.

 

In connection with the exercise of stock options under Schlumberger’s incentive compensation plans, Schlumberger routinely receives shares of its common stock from optionholders in consideration of the exercise price of the stock options. Schlumberger does not view these transactions as implicating the disclosure required under this Item. The number of shares of Schlumberger common stock received from optionholders is immaterial.

 

Item 6: Exhibits

 

Exhibit 3.1 Deed of Incorporation of Schlumberger Limited as last amended on May 4, 2001, incorporated by reference to Exhibit 3 (a) to Form 10-Q for the period ended June 30, 2001.

 

Exhibit 3.2 Amended and Restated Bylaws of Schlumberger Limited incorporated by reference to Exhibit 3 to Form 8-K filed April 17, 2003.

 

Exhibit 10.1 Schlumberger Limited 2004 Stock Deferral Plan for Non-Employee Directors.

 

Exhibit 10.2 Form of Option Agreement, Incentive Stock Option.

 

Exhibit 10.3 Form of Option Agreement, Non-Qualified Stock Option.

 

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Form of Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Form of Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Exhibit 32.2 Certification Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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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 Chief Accounting Officer.

 

       

Schlumberger Limited

       

(Registrant)

Date: November 4, 2004

     

/s/ Frank A. Sorgie


           

Frank A. Sorgie

           

Chief Accounting Officer and Duly Authorized Signatory

 

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