SLB (Schlumberger)
SLB
#321
Rank
$74.40 B
Marketcap
$49.76
Share price
3.56%
Change (1 day)
26.81%
Change (1 year)

SLB (Schlumberger) - 10-Q quarterly report FY


Text size:
Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended:

 

Commission file No.:

September 30, 2009

 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.)

42 RUE SAINT-DOMINIQUE

PARIS, FRANCE

 75007

5599 SAN FELIPE, 17th FLOOR

HOUSTON, TEXAS, U.S.A.

 77056

PARKSTRAAT 83

THE HAGUE,

THE NETHERLANDS

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

Registrant's telephone number: (713) 513-2000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

YESx              NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x              NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨             NO x

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, 2009
COMMON STOCK, $0.01 PAR VALUE PER SHARE 1,200,764,289

 

 

 


Table of Contents

SCHLUMBERGER LIMITED

Table of Contents

Third Quarter 2009 Form 10-Q

 

      Page

PART I

  Financial Information  

Item 1.

  Financial Statements  3

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations  20

Item 3.

  Quantitative and Qualitative Disclosures about Market Risk  30

Item 4.

  Controls and Procedures  30

PART II

  Other Information  

Item 1.

  Legal Proceedings  31

Item 1A.

  Risk Factors  31

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

  31

Item 3.

  

Defaults Upon Senior Securities

  31

Item 4.

  

Submission of Matters to a Vote of Security Holders

  31

Item 5.

  Other Information  31

Item 6.

  Exhibits  31
  Certifications  

 

2


Table of Contents
PART I.FINANCIAL INFORMATION

 

Item 1.Financial Statements.

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

 

(Stated in millions, except per share amounts)

 
   Third Quarter  Nine Months 
   2009  2008  2009  2008 

Revenue

  $5,430   $7,259   $16,958   $20,295  

Interest & other income, net

   74    107    211    306  

Expenses

     

Cost of revenue

   4,122    4,967    13,019    13,934  

Research & engineering

   198    208    585    597  

Marketing

   22    23    67    71  

General & administrative

   128    150    390    434  

Interest

   54    61    169    189  
                 

Income from Continuing Operations before taxes

   980    1,957    2,939    5,376  

Taxes on income

   191    418    595    1,104  
                 

Income from Continuing Operations

   789    1,539    2,344    4,272  

Income from Discontinued Operations

   —      —      —      38  
                 

Net Income

   789    1,539    2,344    4,310  

Net income attributable to noncontrolling interests

   (2  (13  (6  (25
                 

Net Income attributable to Schlumberger

  $787   $1,526   $2,338   $4,285  
                 

Schlumberger amounts attributable to:

     

Income from Continuing Operations

  $787   $1,526   $2,338   $4,247  

Income from Discontinued Operations

   —      —      —      38  
                 

Net Income

  $787   $1,526   $2,338   $4,285  
                 

Basic earnings per share of Schlumberger:

     

Income from Continuing Operations

  $0.66   $1.27   $1.95   $3.55  

Income from Discontinued Operations

   —      —      —      0.03  
                 

Net Income

  $0.66   $1.27   $1.95   $3.58  
                 

Diluted earnings per share of Schlumberger:

     

Income from Continuing Operations

  $0.65   $1.25   $1.93   $3.46  

Income from Discontinued Operations

   —      —      —      0.03  
                 

Net Income (1)

  $0.65   $1.25   $1.93   $3.50  
                 

Average shares outstanding:

     

Basic

   1,200    1,199    1,198    1,197  

Assuming dilution

   1,218    1,225    1,214    1,229  

 

(1)Amounts may not add due to rounding

See Notes to Consolidated Financial Statements

 

3


Table of Contents

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

 

   (Stated in millions) 
   Sept. 30, 2009
(Unaudited)
  Dec. 31,
2008
 

ASSETS

   

Current Assets

   

Cash

  $194   $189  

Short-term investments

   4,035    3,503  

Receivables less allowance for doubtful accounts (2009—$149; 2008—$133)

   6,087    6,258  

Inventories

   1,967    1,919  

Deferred taxes

   158    184  

Other current assets

   941    933  
         
   13,382    12,986  

Fixed Income Investments, held to maturity

   625    470  

Investments in Affiliated Companies

   2,243    1,870  

Fixed Assets less accumulated depreciation

   9,610    9,690  

Multiclient Seismic Data

   285    287  

Goodwill

   5,296    5,189  

Intangible Assets

   813    820  

Deferred Taxes

   317    565  

Other Assets

   504    217  
         
  $33,075   $32,094  
         

LIABILITIES AND EQUITY

   

Current Liabilities

   

Accounts payable and accrued liabilities

  $4,736   $5,319  

Estimated liability for taxes on income

   929    1,007  

Dividend payable

   250    252  

Long-term debt—current portion

   596    1,138  

Convertible debentures

   321    —    

Bank & short-term loans

   283    459  
         
   7,115    8,175  

Convertible Debentures

   —      321  

Other Long-term Debt

   4,312    3,372  

Postretirement Benefits

   1,293    2,369  

Other Liabilities

   892    923  
         
   13,612    15,160  
         

Equity

   

Common stock

   4,746    4,668  

Treasury stock

   (4,568  (4,796

Retained earnings

   21,475    19,891  

Accumulated other comprehensive loss

   (2,298  (2,901
         

Schlumberger stockholders’ equity

   19,355    16,862  

Noncontrolling interests

   108    72  
         
   19,463    16,934  
         
  $33,075   $32,094  
         

See Notes to Consolidated Financial Statements

 

4


Table of Contents

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

   (Stated in million) 
   Nine Months Ended
September 30,
 
       2009          2008     

Cash flows from operating activities:

   

Net Income

  $2,344   $4,310  

Less: Income from discontinued operations

   —      (38

Adjustments to reconcile net income to cash provided by operating activities:

   

Depreciation and amortization (1)

   1,848    1,656  

Non-cash postretirement benefits curtailment charge

   136    —    

Earnings of companies carried at equity, less dividends received

   (54  (178

Deferred income taxes

   258    (1

Stock-based compensation expense

   139    126  

Provision for losses on accounts receivable

   40    15  

Other non-cash items

   77    27  

Change in assets and liabilities: (2)

   

Decrease (increase) in receivables

   154    (1,278

Increase in inventories

   (42  (242

Increase in other current assets

   (9  (167

(Decrease) increase in accounts payable and accrued liabilities

   (556  527  

(Decrease) increase in estimated liability for taxes on income

   (238  100  

Decrease in postretirement benefits

   (701  (28

Decrease in other liabilities

   (39  (33

Other-net

   (13  98  
         

NET CASH PROVIDED BY OPERATING ACTIVITIES

   3,344    4,894  
         

Cash flows from investing activities:

   

Capital expenditures

   (1,719  (2,553

Multiclient seismic data capitalized

   (150  (263

Business acquisitions, net of cash acquired

   (475  (345

Purchases of investments, net

   (674  (417

Other

   134    (171
         

NET CASH USED BY INVESTING ACTIVITIES

   (2,884  (3,749
         

Cash flows from financing activities:

   

Dividends paid

   (758  (712

Proceeds from employee stock purchase plan

   97    108  

Proceeds from exercise of stock options

   59    164  

Tax benefits on stock options

   4    109  

Stock repurchase plan

   —      (1,665

Proceeds from issuance of long-term debt

   1,980    1,052  

Repayment of long-term debt

   (1,652  (224

Net decrease in short-term debt

   (185  (48
         

NET CASH USED IN FINANCING ACTIVITIES

   (455  (1,216
         

Cash flow from discontinued operations-operating activities

   —      63  
         

Net increase (decrease) in cash before translation effect

   5    (8

Translation effect on cash

   —      —    

Cash, beginning of period

   189    197  
         

Cash, end of period

  $194   $189  
         

 

(1)Includes multiclient seismic data costs.
(2)Net of the effect of business acquisitions.

See Notes to Consolidated Financial Statements

 

5


Table of Contents

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

 

            

(Stated in millions)

 

January 1, 2008 - September 30, 2008

  Common Stock  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Noncontrolling
Interests
  Total 
  Issued  In Treasury     

Balance, January 1, 2008

  $4,136  $(3,549 $15,462   $(1,173 $62   $14,938  

Comprehensive income

        

Net income

      4,285     25   

Currency translation adjustments

       87    

Changes in fair value of derivatives

       (87  

Deferred employee benefits liabilities, net of tax

       48    

Total comprehensive income

         4,358  

Shares sold to optionees, less shares exchanged

   22   142       164  

Shares granted to directors

   1   —         1  

Shares issued under employee stock purchase plan

   115   57       172  

Stock repurchase plan

     (1,665     (1,665

Stock-based compensation cost

   126       126  

Shares issued on conversion of debentures

   84   352       436  

Other

   1      (13  (12

Dividends declared ($0.63 per share)

      (756    (756

Tax benefits on stock options

   109       109  
                         

Balance, September 30, 2008

  $4,594  $(4,663 $18,991   $(1,125 $74   $17,871  
                         

 

               (Stated in millions) 

January 1, 2009 - September 30, 2009

  Common Stock  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Noncontrolling
Interests
  Total 
  Issued  In Treasury      

Balance, January 1, 2009

  $4,668   $(4,796 $19,891   $(2,901 $72  $16,934  

Comprehensive income

        

Net income

     2,338     6  

Currency translation adjustments

      (35   

Changes in fair value of derivatives

      157     

Deferred employee benefits liabilities, net of tax

      481     

Total comprehensive income

         2,947  

Shares sold to optionees, less shares exchanged

   (8  67        59  

Shares granted to directors

   —      1        1  

Vesting of restricted stock

   (19  19        —    

Shares issued under employee stock purchase plan

   25    141        166  

Stock-based compensation cost

   139         139  

Acquisition of noncontrolling interest

   (6       (6

Other

   (57     30   (27

Dividends declared ($0.63 per share)

     (754     (754

Tax benefits on stock options

   4         4  
                         

Balance, September 30, 2009

  $4,746   $(4,568 $21,475   $(2,298 $108  $19,463  
                         

See Notes to Consolidated Financial Statements

 

6


Table of Contents

SCHLUMBERGER LIMITED AND SUBSIDIARIES

SHARES OF COMMON STOCK

(Unaudited)

 

   (Stated in millions)
   Issued  In Treasury  Shares
Outstanding

Balance, January 1, 2009

  1,334  (140 1,194

Shares sold to optionees, less shares exchanged

  —    2   2

Shares issued under employee stock purchase plan

  —    4   4
         

Balance, September 30, 2009

  1,334  (134 1,200
         

 

 

 

 

See Notes to Consolidated Financial Statements

 

7


Table of Contents

SCHLUMBERGER LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements, which include the accounts of Schlumberger Limited and its subsidiaries (“Schlumberger”), 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, 2009 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2009. The December 31, 2008 balance sheet information has been derived from the audited 2008 financial statements. For further information, refer to the Consolidated Financial Statements and notes thereto, included in the Schlumberger Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on February 11, 2009.

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

Subsequent events have been evaluated through October 28, 2009, which is the date the financial statements were issued.

Recently Adopted Accounting Pronouncement

Effective January 1, 2009, Schlumberger adopted newly issued accounting guidance that changed the accounting for, and reporting of, minority interests (now referred to as noncontrolling interests). Noncontrolling interests are now classified as Equity in the Schlumberger Consolidated Balance Sheet.

The new guidance also changed the way the consolidated income statement is presented, by requiring net income to include the net income for both the parent and the noncontrolling interests, with disclosure of both amounts on the consolidated statement of income. The calculation of earnings per share continues to be based on income amounts attributable to the parent.

Prior period amounts related to noncontrolling interests have been reclassified to conform to the current period presentation.

2. Charges

Schlumberger recorded the following charges during the second quarter of 2009:

 

  

Schlumberger continued to reduce its global workforce as a result of the slowdown in oil and gas exploration and production spending and its effect on activity in the oilfield services sector. As a result of these actions, Schlumberger recorded a pretax charge of $102 million ($85 million after-tax), which is classified in Cost of revenue in the Consolidated Statement of Income.

 

  

As a consequence of these workforce reductions, Schlumberger recorded pretax non-cash pension and other postretirement benefit curtailment charges of $136 million ($122 million after-tax). These costs are classified in Cost of revenue in the Consolidated Statement of Income. Refer to Note 15 – Pension and Other Postretirement Benefits for further details.

 

8


Table of Contents

The following is a summary of these charges:

 

   (Stated in millions)
   Pretax  Tax  Net

Charges

     

- Workforce reductions

  $102  $(17 $85

- Postretirement benefits curtailment

   136   (14  122
            
  $238  $(31 $207
            

3. Earnings Per Share

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

 

            (Stated in millions, except per share amounts)
   2009  2008
   Schlumberger
Income from
Continuing
Operations
  Average
Shares
Outstanding
  Earnings
per Share
  Schlumberger
Income from
Continuing
Operations
  Average
Shares
Outstanding
  Earnings
per Share

Third Quarter

            

Basic

  $787  1,200  $0.66  $1,526  1,199  $1.27
                

Assumed conversion of debentures

   2  8     2  9  

Assumed exercise of stock options

   —    9     —    16  

Unvested restricted stock

   —    1     —    1  
                  

Diluted

  $789  1,218  $0.65  $1,528  1,225  $1.25
                      
   Schlumberger
Income from
Continuing
Operations
  Average
Shares
Outstanding
  Earnings
per Share
  Schlumberger
Income from
Continuing
Operations
  Average
Shares
Outstanding
  Earnings
per Share

Nine Months

            

Basic

  $2,338  1,198  $1.95  $4,247  1,197  $3.55
                

Assumed conversion of debentures

   6  8     10  15  

Assumed exercise of stock options

   —    7     —    16  

Unvested restricted stock

   —    1     —    1  
                  

Diluted

  $2,344  1,214  $1.93  $4,257  1,229  $3.46
                      

The number of outstanding options to purchase shares of Schlumberger 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)
   2009  2008

Third Quarter

  10  1

Nine Months

  17  1

 

9


Table of Contents

4. Acquisitions

During the first nine months of 2009, Schlumberger made certain acquisitions and minority interest investments, for $475 million, net of cash acquired, none of which were significant on an individual basis or in the aggregate.

5. Inventory

A summary of inventory follows:

 

   (Stated in millions)
   Sept. 30
2009
  Dec. 31
2008

Raw materials & field materials

  $1,734  $1,674

Work in process

   78   113

Finished goods

   155   132
        
  $1,967  $1,919
        

6. Fixed Assets

A summary of fixed assets follows:

 

   (Stated in millions)
   Sept. 30
2009
  Dec. 31
2008

Property, plant & equipment

  $21,140  $20,152

Less: Accumulated depreciation

   11,530   10,462
        
  $9,610  $9,690
        

Depreciation expense relating to fixed assets was as follows:

 

   (Stated in millions)
   2009  2008

Third Quarter

  $542  $485

Nine Months

  $1,609  $1,394

7. Multiclient Seismic Data

The change in the carrying amount of multiclient seismic data for the nine months ended September 30, 2009 was as follows:

 

   (Stated in millions) 

Balance at December 31, 2008

  $287  

Capitalized in period

   150  

Charged to cost of goods sold and services

   (152
     

Balance at September 30, 2009

  $285  
     

 

10


Table of Contents

8. Goodwill

The changes in the carrying amount of goodwill by business segment for the nine months ended September 30, 2009 were as follows:

 

   (Stated in millions) 
  Oilfield
Services
  Western
Geco
  Total 

Balance at December 31, 2008

  $4,174   $1,015  $5,189  

Additions

   120    —     120  

Impact of change in exchange rates

   (13  —     (13
             

Balance at September 30, 2009

  $4,281   $1,015  $5,296  
             

9. Intangible Assets

Intangible assets principally comprise software, technology and customer relationships. The gross book value and accumulated amortization of intangible assets were as follows:

 

            (Stated in millions)
   Sept. 30, 2009  Dec. 31, 2008
   Gross
Book Value
  Accumulated
Amortization
  Net Book
Value
  Gross
Book Value
  Accumulated
Amortization
  Net Book
Value

Software

  $338  $255  $83  $337  $233  $104

Technology

   527   150   377   465   117   348

Customer Relationships

   355   73   282   345   56   289

Other

   127   56   71   124   45   79
                        
  $1,347  $534  $813  $1,271  $451  $820
                        

Amortization expense charged to income was as follows:

 

   (Stated in millions)
   2009  2008

Third Quarter

  $29  $31

Nine Months

  $86  $94

The weighted average amortization period for all intangible assets is approximately 12 years.

Based on the net book value of intangible assets at September 30, 2009, amortization charged to income for the subsequent five years is estimated to be: remainder of 2009 – $27 million; 2010 – $104 million; 2011– $96 million; 2012 – $83 million; 2013 – $73 million and 2014 – $67 million.

10. Derivative Instruments and Hedging Activities

Schlumberger is exposed to market risks related to fluctuations in foreign currency exchange rates, commodity prices and interest rates. To mitigate these risks, Schlumberger utilizes derivative instruments. Schlumberger does not enter into derivatives for speculative purposes.

Foreign Currency Exchange Rate Risk

As a multinational company, Schlumberger conducts its business in approximately 80 countries. Schlumberger’s functional currency is primarily the US dollar, which is consistent with the oil and gas industry. However, outside the United States, a significant portion of Schlumberger’s expenses is incurred in foreign currencies.

 

11


Table of Contents

Therefore, when the US dollar weakens (strengthens) in relation to the foreign currencies of the countries in which Schlumberger conducts business, the US dollar – reported expenses will increase (decrease).

Schlumberger is exposed to risks on future cash flows to the extent that local currency expenses exceed revenues denominated in local currency that are other than the functional currency. Schlumberger uses foreign currency forward contracts and foreign currency options to provide a hedge against a portion of these cash flow risks. These contracts are accounted for as cash flow hedges, with the effective portion of changes in the fair value of the hedge recorded on the Consolidated Balance Sheet and in Other Comprehensive Income (Loss). Amounts recorded in Other Comprehensive Income (Loss)are reclassified into earnings in the same period or periods that the hedged item is recognized in earnings. The ineffective portion of changes in the fair value of the hedged item is recorded directly to earnings.

At September 30, 2009, Schlumberger recognized a cumulative net $53 million gain in Equity relating to revaluation of foreign currency forward contracts and foreign currency options designated as cash flow hedges, the majority of which is expected to be reclassified into earnings within the next twelve months.

Schlumberger is also exposed to changes in the fair value of assets and liabilities, including certain of its long-term debt, which are denominated in currencies other than the functional currency. Schlumberger uses foreign currency forward contracts and foreign currency options to hedge this exposure as it relates to certain currencies. These contracts are accounted for as fair value hedges with the fair value of the contracts recorded on theConsolidated Balance Sheet and changes in the fair value recognized in the Consolidated Statement of Income along with the change in fair value of the hedged item.

At September 30, 2009, contracts were outstanding for the US dollar equivalent of $4.4 billion in various foreign currencies.

Commodity Price Risk

Schlumberger is exposed to the impact of market fluctuations in the price of commodities, such as copper and lead. Schlumberger has entered into forward contracts on these commodities to manage the price risk associated with forecasted purchases. The objective of these contracts is to reduce the variability of cash flows associated with the forecasted purchase of those commodities. These contracts do not qualify for hedge accounting treatment and therefore, changes in the fair value of the forward contracts are recorded directly to earnings.

Interest Rate Risk

Schlumberger is subject to interest rate risk on its debt and its investment portfolio. Schlumberger maintains an interest rate risk management strategy that uses a mix of variable and fixed rate debt combined with its investment portfolio and interest rate swaps to mitigate the exposure to changes in interest rates.

During the third quarter of 2009, Schlumberger entered into interest rate swaps relating to two of its debt instruments. The first swap was for a notional amount of $600 million in order to hedge a portion of the changes in fair value of Schlumberger’s $650 million 6.50% Notes due 2012. Under the terms of this swap agreement, Schlumberger will receive interest at a fixed rate of 6.5% semi-annually and will pay interest semi-annually at a floating rate of one-month LIBOR plus a spread of 4.84%. The second swap was for a notional amount of $450 million in order to hedge changes in the fair value of Schlumberger’s $450 million 3.00% Notes due 2013. Under the terms of this swap, Schlumberger will receive interest at a fixed rate of 3.0% annually and will pay interest quarterly at a floating rate of three-month LIBOR plus a spread of 0.765%.

These interest rate swaps are designated as fair value hedges of the underlying debt. These derivative instruments are marked to market with gains and losses recognized currently in income to offset the respective losses and gains recognized on changes in the fair value of the hedged debt. This results in no net gain or loss being recognized in theConsolidated Statement of Income.

 

12


Table of Contents

At September 30, 2009, Schlumberger had fixed rate debt aggregating approximately $3.1 billion and variable rate debt aggregating approximately $2.4 billion, after taking into account the effects of the interest rate swaps.

Short-term investments and Fixed income investments, held to maturity, totaled approximately $4.7 billion at September 30, 2009, and are comprised primarily of money market funds, eurodollar time deposits, certificates of deposit, commercial paper, euro notes and Eurobonds, and are substantially all denominated in US dollars.

The fair values of outstanding derivative instruments is summarized as follows:

 

(Stated in millions)         
   Fair Value of Derivatives  

Classification

   Sept. 30
2009
  Dec. 31
2008
   

Derivative assets

      
      

Derivative designated as hedges:

      

Foreign exchange contracts

  $21  $62  Other current assets

Foreign exchange contracts

   188   3  Other Assets

Interest rate swaps

   2   —    Other Assets
          
  $211  $65  
          

Derivative not designated as hedges:

      

Commodity contracts

  $2  $—    Other current assets

Foreign exchange contracts

   11   30  Other current assets

Foreign exchange contracts

   3   8  Other Assets
          
  $16  $38  
          
  $227  $103  
          

Derivative Liabilities

      

Derivative designated as hedges:

      

Foreign exchange contracts

  $27  $148  Accounts payable and accrued liabilities

Foreign exchange contracts

   1   53  Other Liabilities
          
  $28  $201  
          

Derivative not designated as hedges:

      

Commodity contracts

  $—    $5  Accounts payable and accrued liabilities

Foreign exchange contracts

   —     4  Accounts payable and accrued liabilities

Foreign exchange contracts

   1   —    Other Liabilities
          
  $1  $9  
          
  $29  $210  
          

The fair value of all outstanding derivatives is determined using a model with inputs that are observable in the market or can be derived from or corroborated by observable data.

 

13


Table of Contents

The effect of derivative instruments designated as fair value hedges and not designated as hedges on theConsolidated Statement of Income was as follows:

 

(Stated in millions)      
  Gain/(Loss) Recognized in Income  
  2009  
  Third Quarter Nine Months 

Classification

Derivatives designated as fair value hedges:

   

Foreign exchange contracts

 $67 $106 Cost of revenue

Interest rate swaps

  1  1 Interest expense
       
 $68 $107 
       

Derivatives not designated as hedges:

   

Foreign exchange contracts

 $28 $6 Cost of revenue

Commodity contracts

  1  2 Cost of revenue
       
 $29 $8 
       

The effect of derivative instruments in cash flow hedging relationships on income and other comprehensive income (OCI) was as follows:

 

(Stated in millions)               
   Gain/(Loss)
Recognized in OCI
  Gain (Loss) Reclassified
from Accumulated OCI
into Income
   
   2009  2009   
   Third
Quarter
  Nine
Months
  Third
Quarter
  Nine
Months
  

Classification

Foreign exchange contracts

  $106  $274  $106   $133   Cost of revenue
           (2  (16 Research & engineering
        
              
      $104   $117   
              

11. Other Financial Instruments

Both Short-term investments and Fixed Income Investments, held to maturity are comprised primarily of money market funds, eurodollar time deposits, certificates of deposits, commercial paper, euro notes and Eurobonds, and are substantially denominated in US dollars. The carrying value of these investments approximates fair value, which was estimated using quoted market prices for those or similar investments.

A summary of Other Long-Term Debt follows:

 

         (Stated in millions)
   Sept. 30, 2009  Dec. 31, 2008
   Carrying
Amount
  Fair
Value
  Carrying
Amount
  Fair
Value

5.25% Guaranteed Notes due 2013

  $730  $779  $714  $731

6.50% Notes due 2012

   648   711   647   651

3.00% Guaranteed Notes due 2013

   450   454   —     —  

5.875% Guaranteed Bonds due 2011

   369   395   355   390

5.14% Guaranteed Notes due 2010

   —     —     203   209

4.50% Guaranteed Notes due 2014

   1,457   1,530   —     —  

Commercial paper borrowings

   292   292   771   771

Other variable rate debt

   364   364   682   682
                
   4,310   4,525   3,372   3,434

Fair value adjustment—hedging

   2   2   —     —  
                
  $4,312  $4,527  $3,372  $3,434
                

 

14


Table of Contents

At both September 30, 2009 and December 31, 2008, there were $321 million outstanding of 2.125% Series B Convertible Debentures due June 1, 2023. On June 1, 2010, holders may require Schlumberger to repurchase their Series B debentures for cash. Accordingly, these debentures are classified within Current Liabilities on theConsolidated Balance Sheet at September 30, 2009. The fair value of these Series B debentures at September 30, 2009 and December 31, 2008 was $510 million and $398 million, respectively. For further information regarding the debentures refer to Note 11 to the Consolidated Financial Statements included in the Schlumberger Annual Report on Form 10-K for the year ended December 31, 2008.

The fair value adjustment presented above represents changes in the fair value of the portion of Schlumberger’s fixed rate debt that is hedged through the use of interest rate swaps.

During the third quarter of 2009, Schlumberger issued $450 million of 3.00% Guaranteed Notes due 2013.

During the first quarter of 2009, Schlumberger entered into a €3.0 billion Euro Medium Term Note program. This program provides for the issuance of various types of debt instruments such as fixed or floating rate notes in Euro, US dollar or other currencies. Schlumberger issued €1.0 billion 4.50% Guaranteed Notes due 2014 in the first quarter of 2009 under this program. Schlumberger entered into agreements to swap these euro notes for US dollars on the date of issue until maturity, effectively making this a US dollar denominated debt on which Schlumberger will pay interest in US dollars at a rate of 4.95%.

The fair value of Schlumberger’s fixed rate long-term debt was estimated based on quoted market prices.

12. Income Tax

Income from Continuing Operations before taxes which were subject to US and non-US income taxes was as follows:

 

         (Stated in millions)
   Third Quarter  Nine Months
   2009  2008  2009  2008

United States

  $(61 $383  $(21 $1,117

Outside United States

   1,041    1,574   2,960    4,259
                
  $980   $1,957  $2,939   $5,376
                

During the second quarter of 2009, Schlumberger recorded pretax charges of $73 million in the US and $165 million outside of the US. These charges are included in the above table and are more fully described in Note 2 – Charges.

The components of net deferred tax assets were as follows:

 

   (Stated in millions) 
   Sept. 30
2009
  Dec. 31
2008
 

Postretirement benefits, net

  $363   $556  

Multiclient seismic data

   110    121  

Intangible assets

   (117  (106

Other, net

   119    178  
         
  $475   $749  
         

The above deferred tax assets at September 30, 2009 and December 31, 2008 are net of valuation allowances relating to net operating losses in certain countries of $245 million and $197 million, respectively. The deferred

 

15


Table of Contents

tax assets are also net of valuation allowances relating to a capital loss carryforward of $136 million at September 30, 2009 ($140 million at December 31, 2008), of which $120 million expires in 2009 and $16 million expires in 2010, and a foreign tax credit carryforward of $30 million at September 30, 2009 ($49 million at December 31, 2008) which expires in 2012.

The components of consolidated Taxes on income were as follows:

 

         (Stated in millions) 
   Third Quarter  Nine Months 
   2009  2008  2009  2008 

Current:

     

United States - Federal

  $(67 $120   $(122 $335  

United States - State

   (1  14    (3  27  

Outside United States

   82    280    462    743  
                 
  $14   $414   $337   $1,105  
                 

Deferred:

     

United States - Federal

  $76   $19   $147   $20  

United States - State

   3    —      7    —    

Outside United States

   81    (14  88    (10

Valuation allowance

   17    (1  16    (11
                 
  $177   $4   $258   $(1
                 

Consolidated taxes on income

  $191   $418   $595   $1,104  
                 

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

 

   Third Quarter  Nine Months 
   2009  2008  2009  2008 

US federal statutory rate

  35 35 35 35

US state income taxes

  —     1   —     —    

Non-US income taxed at different rates

  (14 (12 (14 (12

Effect of equity method investment

  —     (1 —     (1

Charges

  —     —     1   —    

Other

  (2 (2 (2 (1
             

Effective income tax rate

  19 21 20 21
             

13. Contingencies

In 2007, Schlumberger received an inquiry from the United States Department of Justice (“DOJ”) related to the DOJ’s investigation of whether certain freight forwarding and customs clearance services of Panalpina, Inc., and other companies provided to oil and oilfield service companies, including Schlumberger, violated the Foreign Corrupt Practices Act. Schlumberger is cooperating with the DOJ and is currently continuing its own investigation with respect to these services.

In 2009, Schlumberger learned that United States officials are currently conducting a grand jury investigation and an associated inquiry, both related to certain Schlumberger operations in specified countries that are subject to United States trade and economic sanctions. Schlumberger is cooperating with the governmental authorities and is currently unable to predict the outcome of these matters.

During 1999, Schlumberger completed the spin-off of its offshore contract drilling business, Sedco Forex, to its stockholders and the subsequent merger of Sedco Forex and Transocean. Following the merger of Sedco Forex

 

16


Table of Contents

and Transocean, Brazilian subsidiaries of Transocean and Schlumberger became involved in legal proceedings regarding import duties related to a Transocean rig previously owned by Schlumberger. In 2004, the Brazilian customs authorities issued an assessment against Transocean’s subsidiary. During the third quarter of 2009, Transocean received an unfavorable ruling from the appellate court in Brazil. The appellate court further found Schlumberger to be jointly and severally liable with Transocean for the import duties.

At September 30, 2009, the US dollar equivalent of the customs assessment was approximately $200 million. Transocean has stated that it considers any assessment to be solely the responsibility of Schlumberger and has initiated proceedings against Schlumberger in the United States seeking a declaratory judgment to this effect. Schlumberger is currently evaluating its potential options. Any liability that might ensue from this matter is not expected to be material in relation to Schlumberger’s consolidated liquidity or financial position. Furthermore, any liability that may result would be recorded within Discontinued Operations in the Consolidated Statement of Income.

Schlumberger and its subsidiaries are party to various other legal proceedings from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. At this time the ultimate disposition of these proceedings is not determinable and therefore, it is not possible to estimate the amount of loss or range of possible losses that might result from an adverse judgment or settlement in any of these matters. However, in the opinion of management, any liability that might ensue would not be material in relation to Schlumberger’s consolidated liquidity, financial position or future results of operations.

14. Segment Information

Schlumberger operates two business segments: Oilfield Services and WesternGeco.

 

         (Stated in millions) 
   Third Quarter 2009  Third Quarter 2008 
   Revenue  Income
before taxes
  Revenue  Income
before taxes
 

Oilfield Services

       

North America

  $823  $28   $1,500  $317  

Latin America

   1,071   197    1,141   230  

Europe/CIS/Africa

   1,782   422    2,165   628  

Middle East & Asia

   1,233   391    1,495   530  

Other

   44   4    55   (6
                 
   4,953   1,042    6,356   1,699  

WesternGeco

   463   61    892   355  

Corporate & Other

   14   (87  11   (72

Interest Income (1)

   —     13    —     28  

Interest Expense (2)

   —     (49  —     (53
                 
  $5,430  $980   $7,259  $1,957  
                 

 

1.Excludes interest income included in the segment results ($2 million in 2009; $3 million in 2008).
2.Excludes interest expense included in the segment results ($5 million in 2009; $9 million in 2008).

 

17


Table of Contents
         (Stated in millions) 
   Nine Months 2009  Nine Months 2008 
   Revenue  Income
before taxes
  Revenue  Income
before taxes
 

Oilfield Services

       

North America

  $2,833  $198   $4,357  $1,024  

Latin America

   3,095   575    3,119   658  

Europe/CIS/Africa

   5,367   1,321    6,132   1,711  

Middle East & Asia

   3,920   1,268    4,258   1,515  

Other

   134   (42  161   (3
                 
   15,349   3,320    18,027   4,905  

WesternGeco

   1,573   212    2,239   748  

Corporate & Other

   36   (254  29   (198

Interest Income (1)

   —     40    —     87  

Interest Expense (2)

   —     (141  —     (166

Charges

   —     (238  —     —    
                 
  $16,958  $2,939   $20,295  $5,376  
                 

 

1.Excludes interest income included in the segment results ($10 million in 2009; $6 million in 2008).
2.Excludes interest expense included in the segment results ($29 million in 2009; $23 million in 2008).

15. Pension and Other Postretirement Benefits

Net pension cost for the Schlumberger pension plans included the following components:

 

               (Stated in millions) 
   Third Quarter  Nine Months 
   US  Int'l  US  Int'l 
   2009  2008  2009  2008  2009  2008  2009  2008 

Service cost—benefits earned during period

  $11   $13   $21   $8   $41   $42   $50   $26  

Interest cost on projected benefit obligation

   27    33    51    15    104    98    141    45  

Expected return on plan assets

   (33  (40  (55  (20  (121  (121  (135  (60

Amortization of prior service cost

   1    2    25    —      4    5    87    —    

Amortization of net loss

   6    2    —      3    24    11    —      10  
                                 
   12    10    42    6    52    35    143    21  

Curtailment charge

   —      —      —      —      32    —      98    —    
                                 
  $12   $10   $42   $6   $84   $35   $241   $21  
                                 

During the first nine months of 2009, Schlumberger made contributions to its US and international defined benefit pension plans of $314 million and $551 million, respectively.

 

18


Table of Contents

The net periodic benefit cost for the Schlumberger US postretirement medical plan included the following components:

 

      (Stated in millions) 
   Third Quarter  Nine Months 
   2009  2008  2009  2008 

Service cost—benefits earned during period

  $3   $5   $15   $17  

Interest cost on accumulated postretirement benefit obligation

   15    13    41    39  

Expected return on plan assets

   —      (1  (1  (2

Amortization of prior service cost

   (5  (7  (19  (21

Amortization of net loss

   (1  3    4    8  
                 
   12    13    40    41  

Curtailment charge

   —      —      6    —    
                 
  $12   $13   $46   $41  
                 

Due to the actions Schlumberger has taken to reduce its global workforce (see Note 2 –Charges), Schlumberger experienced a significant reduction in the expected aggregate years of future service of its employees in certain of its pension plans and its postretirement medical plan. Accordingly, Schlumberger recorded a curtailment charge of $136 million during the second quarter of 2009. The curtailment charge includes recognition of the change in benefit obligations as well as a portion of the previously unrecognized prior service costs, reflecting the reduction in expected future service for the impacted plans.

As a result of the curtailment, Schlumberger performed a remeasurement of the impacted plans using a discount rate of 7.25% (as compared to 6.50% at December 31, 2008). All other significant assumptions remained unchanged from the December 31, 2008 measurement date. The curtailment and remeasurement during the second quarter of 2009 resulted in a net decrease in Schlumberger’s liability for Postretirement Benefits of $361 million.

16.Discontinued Operations

During the first quarter of 2008, Schlumberger recorded an after-tax gain of $38 million relating to a previously disposed of business that was accounted for as a discontinued operation.

 

19


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

BUSINESS REVIEW

Third Quarter 2009 Compared to Second Quarter 2009

 

      (Stated in millions) 
   Third Quarter
2009
  Second Quarter
2009
  

% chg

 

Oilfield Services

      

Revenue

  $4,953  $4,956  —  

Pretax Operating Income

  $1,042  $1,022  2

WesternGeco

      

Revenue

  $463  $559  (17)% 

Pretax Operating Income

  $61  $97  (37)% 

Pretax operating income represents the segments’ income before taxes and noncontrolling interest. The pretax operating income excludes such items as corporate expenses and interest income and interest expense not allocated to the segments as well as the charges described in detail in Note 2 to the Consolidated Financial Statements, amortization of certain intangible assets, interest on postretirement medical benefits and stock-based compensation costs.

Third quarter 2009 revenue was $5.43 billion versus $5.53 billion in the second quarter of 2009. Income from continuing operations attributable to Schlumberger for the third quarter of 2009 was $787 million compared to $613 million in the second quarter of 2009. The second quarter 2009 results included after-tax charges of $207 million related to workforce reductions and postretirement benefits curtailment.

Oilfield Services revenue was flat with the second quarter as increases in both North and South America offset a further decline in the Middle East and Asia. As a result of this, coupled with the implementation of cost-cutting programs earlier in the year, overall margins slightly increased.

At WesternGeco, sequential revenue declines were due to lower Multiclient revenues in the quarter and the rollover of Marine contracts from higher-priced legacy backlog into new lower-priced activity. These factors resulted in lower margins.

Schlumberger’s outlook for the remainder of 2009 assumes a continued modest recovery in North American gas drilling but no significant improvement in service pricing. Overseas, while rig activity is stabilizing, seasonal factors and pricing concessions made in the first half year that are still being implemented leave some risk of further small revenue declines. At WesternGeco, improvement will depend on the level of fourth-quarter multiclient sales.

Looking further ahead, Schlumberger’s second-quarter outlook indicated that the shape of the economic recovery beyond 2009 and the subsequent recovery in oil and gas demand remained the determining factors for future activity increases. Since then, indications of inventory rebuilding across many industries together with help from government stimuli have helped to strengthen demand for both oil and gas. While uncertainties remain, notably the transition from current stimuli to industrial and consumer demand and the extent to which the recovery is expected to be limited by high unemployment, the demand for oil and gas will increase somewhat over the coming months.

As a result, Schlumberger sees continuing stabilization of activity around the world. However, this will not be uniform across either geographies or for services by commodity type.

 

20


Table of Contents

Schlumberger considers that world gas markets are oversupplied and will remain so for some time absent any strong recovery in industrial demand. Both new Liquefied Natural Gas (LNG) capacity coming on stream, as well as ample storage and pent-up supply in North America, will serve to keep prices and activity low. In North America the current slight recovery in drilling is fragile and not likely to significantly improve service activity and pricing until late 2010.

For oil, the current robust price is expected to lead to operators maintaining their spending levels, and this, coupled with the lowering of their cost structures may produce some modest increases in activity. Schlumberger anticipates continued strength in deepwater areas and some increases in selected land markets. In addition, a more robust commodity price is expected to lead to some increase in seismic activity, although new marine capacity will continue to depress pricing.

OILFIELD SERVICES

Third quarter revenue of $4.95 billion was flat sequentially as certain geographic strengths were balanced by weaker pricing. In North America, the positive impact of a recovery in rig count in Canada following the spring break-up was offset primarily by a slowdown in the US Gulf of Mexico GeoMarket* due to operator caution during the hurricane season and by continuing pricing erosion in the US Land GeoMarket. Internationally, Latin America revenue increased with the finalization of certain contracts in Venezuela/Trinidad & Tobago and higher Integrated Project Management (IPM) activity in Mexico/Central America, but these increases were offset by lower Middle East & Asia revenue due to reduced overall activity and the effects of weaker pricing. Europe/CIS/Africa revenue was flat as the positive effects of the strengthening of local currencies against the US dollar and high product sales in North Africa were offset by reductions in activity in the West & South Africa, North Sea and Libya GeoMarkets. Across the Areas, revenue increases in IPM, Testing Services and Well Services were primarily offset by revenue declines in Completions, Drilling & Measurements and Wireline Technologies.

Third quarter pretax operating income of $1.04 billion was 2% higher sequentially. Pretax operating margin increased 41 basis points (bps) to 21.0% as improvements in North America and Latin America were offset by modest declines in Europe/CIS/Africa and Middle East & Asia.

North America

Revenue of $823 million was essentially unchanged sequentially. Pretax operating income of $27.6 million was up 253% sequentially.

Sequentially, revenue in Canada increased on a muted post spring break-up recovery in rig count but this was offset by decreased revenue in the US GeoMarkets. In the US Gulf of Mexico GeoMarket revenue was impacted by a slowdown in activity due to operator caution during the hurricane season and by a further decrease in shelf drilling activity as a result of continued uneconomic natural gas prices. US Land GeoMarket revenue decreased as an improvement in oil-related activity was more than offset by pricing erosion in the early part of the quarter. The Alaska GeoMarket also recorded lower sequential revenue due to a slowdown in activity for seasonal rig maintenance and operator budget constraints.

Pretax operating margin increased 240 bps sequentially to 3.4% primarily due to the increased activity in Canada, which was partially offset by weaker activity in the US Gulf of Mexico and Alaska GeoMarkets.

Latin America

Revenue of $1.07 billion was 8% higher versus the second quarter of 2009. Pretax operating income of $197 million was 12% higher sequentially.

 

21


Table of Contents

Sequentially, Venezuela/Trinidad & Tobago GeoMarket revenue increased as finalization of certain contracts resulted in the recognition of deferred revenue in addition to revenue from current-quarter activities related to these contracts. Mexico/Central America GeoMarket revenue was also higher due to the start-up of the ATG III contract and increased activity on other IPM projects.

Pretax operating margin improved 70 bps sequentially to 18.3% primarily due to the positive impact of cost management in the Venezuela/Trinidad & Tobago GeoMarket and increased IPM activity in Mexico/Central America. These increases were partially offset by a decrease in Brazil due primarily to start-up costs for new contracts.

Europe/CIS/Africa

Revenue of $1.78 billion was flat sequentially. Pretax operating income of $422 million was 2% lower than the previous quarter.

Sequentially, the strengthening of local currencies against the US dollar increased Area revenue by 2%. In addition, North Africa GeoMarket revenue increased on high Testing Services product sales and stronger IPM activity while the Nigeria & Gulf of Guinea GeoMarket grew primarily on strong demand for Well Services technologies. However, these increases were partially offset by lower revenue in the West & South Africa GeoMarket from reduced activity that primarily affected Well Services operations and by a decrease in the North Sea GeoMarket resulting from lower rig count and pricing that mostly impacted Drilling & Measurements services. Libya GeoMarket revenue fell on reduced demand for Testing Services and Well Services technologies as well as for Completion products.

Pretax operating margin slipped 53 bps sequentially to 23.7% as increased North Africa GeoMarket revenue and a more favorable revenue mix in Russia were insufficient to offset lower activity and a less favorable revenue mix in the North Sea and West & South Africa GeoMarkets.

Middle East & Asia

Revenue of $1.23 billion decreased 6% compared to the second quarter of 2009. Pretax operating income of $391 million decreased 7% sequentially.

Sequentially, revenue in the East Asia GeoMarket fell from completion of several exploration-related campaigns with consequent lower demand for Wireline, Testing Services and Well Services technologies. Qatar GeoMarket revenue decreased primarily due to the completion of offshore projects that resulted in reduced demand for all Technologies. Gulf GeoMarket revenue fell on lower rig count that led to a decrease in Drilling & Measurements and Wireline services. The East Mediterranean revenue dropped as the result of lower land activity that reduced demand primarily for Well Services technologies. These decreases however were partially offset by an increase in the Arabian GeoMarket revenue on strong gas-related activity that resulted in higher demand for Well Services and Testing Services technologies. Weaker pricing also contributed to lower revenue.

Pretax operating margin decreased by just 32 bps sequentially to 31.7% as the impact of the stronger activity in the Arabian GeoMarket and a more favorable revenue mix in the Indonesia GeoMarket almost offset the lower activity in the East Asia, Qatar, Gulf and East Mediterranean GeoMarkets as well as the effects of weaker pricing across the Area.

WESTERNGECO

Third quarter revenue of $463 million decreased 17% sequentially. Pretax operating income of $61 million decreased 37% compared to the second quarter of 2009.

 

22


Table of Contents

Sequentially, Multiclient revenue decreased mostly on reduced sales in North America and the North Sea. Marine revenue fell primarily as the result of weaker pricing and the completion of two large contracts. Land revenue was also lower due to project delays in the Middle East and Africa. Data Processing revenue was flat versus the previous quarter.

Pretax operating margin fell 421 bps sequentially to 13.1%, primarily as a result of the lower Multiclient sales and Land project delays.

Third Quarter 2009 Compared to Third Quarter 2008

 

      

(Stated in millions)

 
   Third Quarter 
   2009  2008  % chg 

Oilfield Services

      

Revenue

  $4,953  $6,356  (22)% 

Pretax Operating Income

  $1,042  $1,699  (39)% 

WesternGeco

      

Revenue

  $463  $892  (48)% 

Pretax Operating Income

  $61  $355  (83)% 

Third quarter 2009 revenue was $5.43 billion versus $7.26 billion in the third quarter of 2008. Income from continuing operations attributable to Schlumberger was $787 million in the third quarter of 2009 as compared to $1.53 billion in the third quarter of 2008.

OILFIELD SERVICES

Third quarter 2009 revenue of $4.95 billion was 22% lower compared to the same period last year with reductions across all of the Areas. North America revenue was down as low natural gas prices resulted in a significant drop in activity and associated pricing pressure. Europe/CIS/Africa revenue decreased primarily due to the weakening of local currencies against the US dollar as well as lower activity in the North Sea, Russia, West & South Africa and Caspian GeoMarkets partially offset by increased activity in the North Africa GeoMarket. Middle East & Asia revenue was lower due to reduced activity throughout most of the Area. Latin America revenue was down mostly as the result of a sharp drop in activity in Venezuela/Trinidad & Tobago and the weakening of local currencies against the US dollar but partially offset by increased activity in Mexico and Brazil. Across the Areas, revenue declines were heaviest in Well Services, Wireline and Drilling & Measurements activities.

Third quarter 2009 pretax operating income of $1.04 billion was 39% lower year-on-year. Pretax operating margin declined 5.7 percentage points to 21.0% as a result of the significant drop in activity and pricing pressure in North America.

North America

Third quarter 2009 revenue of $823 million was 45% lower year-on-year. US Land and Canada revenue decreased significantly as lower natural gas prices resulted in a sharp decrease in activity coupled with heavy pricing pressure. Canada revenue was also down due to the weakening of the Canadian dollar against the US dollar. The US Gulf of Mexico revenue decreased on weaker shelf drilling activity and lower pricing but was partially offset by stronger deepwater activity and better weather.

Year-on-year, pretax operating margin decreased 17.8 percentage points to 3.4% primarily due to the impact of the lower activity and the related pricing erosion across the Area.

 

23


Table of Contents

Latin America

Third quarter 2009 revenue of $1.07 billion was 6% below the same period last year primarily as the result of the weakening of local currencies against the US dollar and significantly lower activity in Venezuela/Trinidad & Tobago. Peru/Colombia/Ecuador revenue also decreased on reduced gain share in IPM projects and pricing erosion while Argentina/Bolivia/Chile decreased on a sharp drop in rig count that resulted in lower demand for Well Services, Wireline and Drilling & Measurements technologies. These decreases were partially offset by increases in Mexico/Central America on higher IPM project activity and in Brazil due to stronger exploration related activities that resulted in increased demand for Wireline, Testing Services and Drilling & Measurement technologies.

Year-on-year, pretax operating margin was down 179 bps to 18.3% primarily due to the reduced gain share and pricing erosion in Peru/Colombia/Ecuador; the impact of the severe drop in activity in Venezuela/Trinidad & Tobago; and higher costs in Brazil. These decreases were partially offset by the impact of the increased volume of activity and stronger performance in the IPM projects in Mexico/Central America.

Europe/CIS/Africa

Third quarter 2009 revenue of $1.78 billion was 18% lower year-on-year primarily as the result of the weakening of local currencies against the US dollar. Additionally, revenue decreased in Russia and the North Sea on lower activity resulting from reduced customer spending and from associated pricing pressure. Revenues in the West & South Africa and Caspian GeoMarkets were lower due to a decrease in activity that led to reduced demand primarily for Drilling & Measurements, Wireline and Well Services technologies. The Nigeria & Gulf of Guinea revenue decreased on lower rig count that resulted in lower demand for Wireline, Drilling & Measurements and Testing Services technologies. Framo revenue was also lower. These decreases were partially offset by an increase in North Africa revenue on high Testing Services product sales and stronger IPM activity.

Year-on-year, pretax operating margin decreased 5.3 percentage points to 23.7% primarily as the result of the lower overall activity and pricing concessions in the North Sea and Russia as well as from a combination of lower activity and a less favorable revenue mix in the Nigeria & Gulf of Guinea and West & South Africa GeoMarkets.

Middle East & Asia

Third quarter 2009 revenue of $1.23 billion was 17% below the same period last year primarily due to reduced activity across most of the Area and the impact of pricing pressure. Revenue decreases were most notable in the East Asia, Qatar, Australia/Papua New Guinea and Arabian GeoMarkets as lower exploration-related client spending resulted in reduced demand for Wireline, Drilling & Measurements and Testing Services technologies. Revenue also fell in the East Mediterranean GeoMarket on reduced demand for Well Services, Drilling & Measurements and Wireline technologies.

Year-on-year, pretax operating margin decreased 371 bps to 31.7% primarily due to the lower overall activity along with a reduced mix of high margin exploration-related services and the impact of the pricing pressure.

WESTERNGECO

Third quarter 2009 revenue of $463 million was 48% lower year-on-year primarily in Marine as the result of reduced activity and lower pricing and in Multiclient due to reduced activity across all Areas, but most notably in North America.

Year-on-year, pretax operating margin decreased 26.7 percentage points to 13.1% primarily due to the impact of the reduced activity in Marine and lower Multiclient sales.

 

24


Table of Contents

Nine Months 2009 Compared to Nine Months 2008

 

      (Stated in millions) 
   Nine Months 
   2009  2008  % chg 

Oilfield Services

      

Revenue

  $15,349  $18,027  (15)% 

Pretax Operating Income

  $3,320  $4,905  (32)% 

WesternGeco

      

Revenue

  $1,573  $2,239  (30)% 

Pretax Operating Income

  $212  $748  (72)% 

Nine month revenue for the period ended September 30, 2009 was $16.96 billion versus $20.29 billion for the same period last year. Income from continuing operations attributable to Schlumberger was $2.34 billion in the first nine months of 2009 as compared to $4.29 billion for the same period in 2008. Results for the first nine months of 2009 included after-tax charges of $207 million related to workforce reductions and postretirement benefits curtailment.

OILFIELD SERVICES

Nine month revenue of $15.35 billion declined 15% compared to the same period last year. Lower natural gas prices and unfavorable market fundamentals resulted in a severe decline in North America revenue, primarily in the US Land and Canada GeoMarkets. Europe/CIS/Africa revenue decreased mainly due to the weakening of local currencies against the US dollar and reduced activity in the North Sea, Russia and in Framo. Middle East & Asia revenue also fell primarily due to decreases in the Australia/Papua New Guinea, East Asia and Arabian GeoMarkets as a result of lower exploration activity. Latin America revenue was down modestly from the same period last year as increases in activity in Mexico/Central America and Brazil were offset by the weakening of local currencies against the US dollar and very low activity in Venezuela/Trinidad & Tobago. Across the Areas, all of the Technologies recorded revenue declines except Testing Services. Integrated Project Management also recorded revenue growth compared to the same period last year.

Year-to-date pretax operating margin decreased 5.6 percentage points to 21.6%, on the significant drop in activity across all Areas and pricing pressure that was strongest in North America.

North America

Revenue of $2.83 billion was 35% lower than the same period last year with decreases across all GeoMarkets. The decreases were highest in US Land and Canada where lower natural gas prices and limited access to credit for some customers resulted in a steep drop in activity and consequent pressure on pricing. Canada revenue was also hampered by the weakening of the Canadian dollar against the US dollar. The US Gulf Coast of Mexico revenue was severely impacted by weaker shelf drilling activity and strong pricing pressure.

Pretax operating margin fell 16.5 percentage points to 7.0% due to the significant decline in activity levels across the Area, combined with the severe pricing erosion.

Latin America

Revenue of $3.10 billion declined 1% compared to the same period last year. The weakening of local currencies against the US dollar reduced revenue by 5%. In addition, Venezuela/Trinidad & Tobago revenue fell due to significantly reduced customer spending while Peru/Colombia/Ecuador revenue was lower due to reduced gain share in IPM projects. These decreases were mostly offset by significantly higher Integrated Project Management activity in Mexico/Central America and increased offshore activity in Brazil.

 

25


Table of Contents

Pretax operating margin decreased 251 bps to 18.6% primarily as a result of the sharp activity decline in Venezuela/Trinidad & Tobago and the lower gain share in Peru/Colombia/Ecuador.

Europe/CIS/Africa

Revenue of $5.37 billion was 12% lower than the same period last year largely due to the weakening of local currencies against the US dollar. In addition, revenue was negatively impacted by reduced customer spending that resulted in significantly lower activity and pricing erosion in Russia and the North Sea. Revenues in the Nigeria & Gulf of Guinea and West & South Africa GeoMarkets as well as Framo were also negatively impacted by lower activity. These decreases were partially offset by revenue increases in North Africa due to strong Testing Services product sales, and in Libya on higher demand for Artificial Lift and Completion Systems equipment as well as strong drilling activity.

Pretax operating margins declined 328 bps to 24.6% on a combination of the overall lower activity in the Area and heavy pricing pressure in Russia and the North Sea.

Middle East & Asia

Revenue of $3.92 billion was 8% below the same period last year primarily due to a sharp decline in offshore exploration activity in the Australia/Papua New Guinea GeoMarket that reduced demand for Wireline, Testing Services and Well Services technologies and in the East Asia GeoMarkets which led to lower demand for Wireline, Testing Services and Drilling & Measurements technologies as well as Completion Systems products. Revenue in the Qatar, Arabian and East Mediterranean GeoMarkets also fell due to reduced activity.

Pretax operating margin decreased 324 bps to 32.3% primarily as a result of the lower overall activity and a less favorable revenue mix in the Arabian and Gulf GeoMarkets.

WESTERNGECO

Nine month revenue of $1.57 billion was 30% lower year-on-year. Revenue in all product lines declined, led by Multiclient primarily due to lower sales in North America. Marine revenue decreased due to lower activity and a rationalization of the fleet capacity as the result of weak market conditions. Land revenue fell due to contract completions in Latin America and Egypt, while Data Processing revenue was also down reflecting lower activity primarily in Europe/Africa and in North America.

Pretax margin decreased 19.9 percentage points to 13.5% primarily due to the weaker Marine activity and lower Multiclient sales.

Interest & Other Income

Interest & other income consisted of the following for the third quarter and nine months ended September 30, 2009 and 2008:

 

         (Stated in millions)
   Third Quarter  Nine Months
   2009  2008  2009  2008

Interest income

  $15  $31  $51  $94

Equity in net earnings of affiliated companies

   59   76   160   212
                
  $74  $107  $211  $306
                

 

26


Table of Contents

The decrease in interest income is attributable to the significant decline in interest rates experienced during 2009 as compared to 2008.

The decrease in equity in net earnings of affiliated companies was primarily due to the results of the MI-SWACO drilling fluids joint venture between Schlumberger and Smith International, Inc.

Other

Gross margin was 24.1% and 31.6% in the third quarter of 2009 and 2008, respectively, and 23.2% and 31.3% in the nine month periods ended September 30, 2009 and 2008, respectively. The decreases in gross margin were primarily driven by the significant drop in activity and pricing pressure, particularly in North America for Oilfield Services.

Research & engineering, Marketing and General & administrative expenses, as a percentage of Revenue, for the third quarter and nine months ended September 30, 2009 and 2008 were as follows:

 

   Third Quarter  Nine Months 
   2009  2008  2009  2008 

Research & engineering

  3.7 2.9 3.4 2.9

Marketing

  0.4 0.3 0.4 0.4

General & administrative

  2.4 2.1 2.3 2.1

Research and engineering expenditures, by business segment, for the third quarter and nine months ended September 30, 2009 and 2008 were as follows:

 

      (Stated in millions)
   Third Quarter  Nine Months
   2009  2008  2009  2008

Oilfield Services

  $169  $177  $495  $500

WesternGeco

   26   28   79   86

Other

   3   3   11   11
                
  $198  $208  $585  $597
                

The effective tax rate for the third quarter of 2009 was 19.5% compared to 21.4% for the same period in 2008. This decrease was primarily attributable to the substantially lower proportion of pretax earnings in North America in the third quarter of 2009 as compared to the third quarter of 2008.

The effective tax rate for the nine months ended September 30, 2009 was 20.2% compared to 20.5% for the same period of the prior year.

CHARGES

Schlumberger recorded significant charges during the second quarter of 2009. These charges, which are summarized below, are more fully described in Note 2 to the Consolidated Financial Statements.

The following is a summary of the second quarter 2009 charges:

 

      (Stated in millions)   
   Pretax  Tax  Net  

Income Statement Classification

Charges

       

-   Workforce reductions

  $102  $(17 $85  Cost of revenue

-   Postretirement benefits curtailment

   136   (14  122  Cost of revenue
              
  $238  $(31 $207  
              

 

27


Table of Contents

There were no charges in either the first or third quarters of 2009 or the first nine months of 2008.

CASH FLOW

Net Debt represents 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 indebtedness by reflecting cash and investments that could be used to repay debt.

Details of Net Debt follow:

 

      (Stated in millions) 
   Sept. 30
2009
  Sept. 30
2008
 

Net Debt, beginning of year

  $(1,129 $(1,857

Net income

   2,344    4,310  

Depreciation and amortization (1)

   1,848    1,656  

Non-cash postretirement benefits curtailment charge

   136    —    

Excess of equity income over dividends received

   (54  (178

Stock-based compensation expense

   139    126  

Increase in working capital requirements

   (552  (918

Capital expenditure

   (1,719  (2,553

Multiclient seismic data capitalized

   (150  (263

Dividends paid

   (758  (712

Proceeds from employee stock plans

   156    272  

Business acquisitions and minority interest investments

   (475  (345

Pension plan funding

   (865  —    

Stock repurchase program

   —      (1,665

Conversion of debentures

   —      436  

Other

   485    (111

Translation effect on Net Debt

   (66  67  
         

Net Debt, end of period

  $(660 $(1,735
         
 
 (1)Includes Multiclient seismic data costs.

 

         (Stated in millions) 

Components of Net Debt

  Sept. 30
2009
  Sept. 30
2008
  Dec. 31
2008
 

Cash

  $194   $188   $189  

Short-term investments

   4,034    3,305    3,503  

Fixed income investments, held to maturity

   625    511    470  

Bank loans and current portion of long-term debt

   (879  (2,211  (1,598

Convertible debentures

   (321  (333  (321

Other long-term debt

   (4,313  (3,195  (3,372
             
  $(660 $(1,735 $(1,129
             

Key liquidity events during the first nine months of 2009 and 2008 included:

 

  

During the third quarter of 2009 Schlumberger issued $450 million of 3.00% Guaranteed Notes due 2013. The proceeds from these notes were used to refinance existing debt obligations.

 

28


Table of Contents
  

During the first quarter of 2009, a subsidiary of Schlumberger entered into a €3.0 billion Euro Medium Term Note program which is guaranteed by Schlumberger Limited. This program provides for the issuance of various types of debt instruments such as fixed or floating rate notes in Euro, US dollar or other currencies.

 

     During the first quarter of 2009, Schlumberger issued €1.0 billion 4.50% Guaranteed Notes due 2014 under this program. Schlumberger entered into agreements to swap these euro notes for US dollars on the date of issue until maturity, effectively making this a US dollar denominated debt on which Schlumberger will pay interest in US dollars at a rate of 4.95%. The proceeds from these notes were used to refinance existing debt obligations and for general corporate purposes.

 

  

Schlumberger repaid approximately $1.8 billion of debt during the first nine months of 2009 compared to $0.3 billion during the first nine months of 2008.

 

  

On April 20, 2006, the Board of Directors of Schlumberger approved a share repurchase program of up to 40 million shares of its common stock to be acquired in the open market before April 2010, subject to market conditions. This program was completed during the second quarter of 2008. On April 17, 2008, the Board of Directors of Schlumberger approved an $8 billion share repurchase program for shares of its common stock to be acquired in the open market before December 31, 2011, of which $934 million have been repurchased as of September 30, 2009. Schlumberger has temporarily suspended the share repurchase program and did not repurchase any shares during the first nine months of 2009. The following table summarizes the activity under the April 20, 2006 share repurchase program during the nine months ended September 30, 2008:

 

      (Stated in millions, except per share amounts)
   Total cost of
shares
purchased
  Total number
of shares
purchased
  Average
price paid per share

Nine months ended September 30, 2008

  $ 1,665  18.36  $ 90.65

 

  

During the first nine months of 2009 Schlumberger made contributions to its US and international defined benefit pension plans of $314 million and $551 million, respectively.

 

  

Cash flow provided by operations was $3.3 billion in the first nine months of 2009 compared to $4.9 billion in the first nine months of 2008. This was primarily driven by the net income decrease experienced in the first nine months of 2009 as compared to the first nine months of 2008 and the significant pension plan contributions made during the first nine months of 2009, offset by an improvement in working capital requirements.

 

  

Capital expenditures were $1.7 billion in the first nine months of 2009 compared to $2.6 billion during the first nine months of 2008. Capital expenditures are expected to approach $2.4 billion for the full year 2009.

The reduction in cash flows recently experienced by some of Schlumberger’s customers as a result of recent global market and economic conditions, could have significant adverse effects on their financial condition. This could result in, among other things, delay in, or nonpayment of, amounts that are owed to Schlumberger, which could have a material adverse effect on Schlumberger’s results of operations and cash flows. At times in recent quarters, Schlumberger has experienced delays in payments from certain of its customers. Schlumberger operates in approximately 80 countries. At September 30, 2009, only five of those countries individually accounted for greater than 5% of Schlumberger’s accounts receivable balance and only one, where cash collections continue to be received on a timely and regular basis, represented greater than 10%.

At September 30, 2009, Schlumberger had approximately $4.9 billion of cash and investments on hand. Wholly-owned subsidiaries of Schlumberger had separate committed debt facility agreements aggregating $3.9 billion with commercial banks, of which $2.8 billion was available and unused as of September 30, 2009. Schlumberger believes that these amounts are sufficient to meet future business requirements for at least the next twelve months.

 

29


Table of Contents

Schlumberger’s total outstanding debt at September 30, 2009 was $5.5 billion and included approximately $0.4 billion of commercial paper borrowings. The total outstanding debt increased approximately $0.2 billion as compared to December 31, 2008.

FORWARD-LOOKING STATEMENTS

This Report and other statements we make contain “forward-looking statements” within the meaning of the federal securities laws, which include any statements that are not historical facts, such as our forecasts or expectations regarding business outlook; growth for Schlumberger as a whole and for each of Oilfield Services and WesternGeco (and for specified products or geographic areas within each segment); oil and natural gas demand and production growth; operating margins; capital expenditures by Schlumberger and the oil and gas industry; the business strategies of Schlumberger customers; the Schlumberger effective tax rate; future global economic conditions; and future results of operations. These statements are subject to risks and uncertainties, including, but not limited to, the current global economic downturn; changes in exploration and production spending by Schlumberger 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; the financial condition of some of our customers in light of current global economic conditions; pricing erosion; seasonal factors; and other risks and uncertainties detailed in our third-quarter 2009 earnings release, our most recent Form 10-K and other filings that we make 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.

 

Item 3.Quantitative and Qualitative Disclosures about Market Risk.

For quantitative and qualitative disclosures about market risk affecting Schlumberger, see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of the Schlumberger Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Schlumberger’s exposure to market risk has not changed materially since December 31, 2008.

 

Item 4.Controls and Procedures.

Schlumberger has carried out an evaluation under the supervision and with the participation of Schlumberger’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of Schlumberger’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this report, Schlumberger’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that Schlumberger files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Schlumberger’s disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to its management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure. There has been no change in Schlumberger’s internal control over financial reporting that occurred during the quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, Schlumberger’s internal control over financial reporting.

 

 

* Mark of Schlumberger

 

30


Table of Contents
PART II.OTHER INFORMATION

 

Item 1.Legal Proceedings.

The information with respect to Item 1 is set forth under Note 13. Contingencies, in the Consolidated Financial Statements.

 

Item 1A.Risk Factors.

There have been no material changes from the risk factors as previously disclosed in Part 1, Item 1A, of the Schlumberger Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

 

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

Unregistered Sales of Equity Securities

None.

Issuer Repurchases of Equity Securities

None.

 

Item 3.Defaults Upon Senior Securities.

None.

 

Item 4.Submission of Matters to a Vote of Security Holders.

None.

 

Item 5.Other Information.

None.

 

Item 6.Exhibits.

Exhibit 3.1 - Articles of Incorporation of Schlumberger Limited (Schlumberger N.V.) (incorporated by reference to Exhibit 3.1 to Schlumberger’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006).

Exhibit 3.2 - Amended and Restated Bylaws of Schlumberger Limited (Schlumberger N.V.) (incorporated by reference to Exhibit 3.1 to Schlumberger’s Current Report on Form 8-K filed on April 22, 2005).

* Exhibit 31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

* Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, 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.

 

31


Table of Contents

** Exhibit 101 - The following materials from Schlumberger Limited’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statement of Income, (ii) Consolidated Balance Sheet, (iii) Consolidated Statement of Cash Flows, (iv) Consolidated Statement of Equity and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

 
 *Filed with this Form 10-Q.
 **Furnished with this Form 10-Q.

 

32


Table of Contents

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: October 28, 2009  /s/    HOWARD GUILD        
  Howard Guild
  Chief Accounting Officer and Duly Authorized Signatory

 

33