UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT UNDERPURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter ended: March 31,June 30, 2005 Commission file No.: 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 53rd 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:number in the United States, including area code: (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.    YESx    NO  ¨

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YESx    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 March 31,June 30, 2005


COMMON STOCK, $0.01 PAR VALUE 589,174,503588,301,524

 



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 June 30,

 
  

Three Months Ended

March 31,


   Second Quarter

 Six Months

 
  2005

 2004

   2005

 2004

 2005

 2004

 

Operating revenue

  $3,159,111  $2,672,968   $3,428,632  $2,833,600  $6,587,743  $5,506,568 

Interest & other income

   188,553   24,660    46,220   26,826   234,773   51,486 

EXPENSES:

      

Cost of goods sold & services

   2,405,132   2,121,067    2,546,684   2,230,974   4,951,816   4,352,041 

Research & engineering

   121,220   109,800    121,635   122,710   242,855   232,510 

Marketing

   10,062   8,710    14,566   10,475   24,628   19,185 

General & administrative

   85,422   76,262    90,895   81,859   176,317   158,121 

Debt extinguishment costs

   —     77,482    —     37,412   —     114,894 

Interest

   46,562   142,773    50,437   41,181   96,999   183,954 
  


 


  


 


 


 


Income from Continuing Operations before taxes and minority interest

   679,266   161,534    650,635   335,815   1,329,901   497,349 

Taxes on income

   137,696   45,826    162,123   75,708   299,819   121,534 
  


 


  


 


 


 


Income from Continuing Operations before minority interest

   541,570   115,708    488,512   260,107   1,030,082   375,815 

Minority interest

   (17,133)  (8,270)   (15,311)  (2,856)  (32,444)  (11,126)
  


 


  


 


 


 


Income from Continuing Operations

   524,437   107,438    473,201   257,251   997,638   364,689 

Income (Loss) from Discontinued Operations

   (1,028)  112,848 

Income from Discontinued Operations

   9,000   98,356   7,972   211,204 
  


 


  


 


 


 


Net Income

  $523,409  $220,286   $482,201  $355,607  $1,005,610  $575,893 
  


 


  


 


 


 


Basic earnings per share:

      

Income from Continuing Operations

  $0.89  $0.18   $0.80  $0.44  $1.69  $0.62 

Income from Discontinued Operations

   —     0.19    0.02   0.17   0.01   0.36 
  


 


  


 


 


 


Net Income

  $0.89  $0.37 

Net Income *

  $0.82  $0.60  $1.71  $0.98 
  


 


  


 


 


 


Diluted earnings per share:

      

Income from Continuing Operations

  $0.87  $0.18   $0.78  $0.43  $1.65  $0.62 

Income from Discontinued Operations

   —     0.19    0.01   0.16   0.01   0.34 
  


 


  


 


 


 


Net Income *

  $0.86  $0.37   $0.80  $0.59  $1.66  $0.96 
  


 


  


 


 


 


Average shares outstanding:

      

Basic

   589,333   587,738    588,741   589,883   589,037   588,810 

Assuming dilution

   613,765   592,755    612,982   613,380   613,374   612,620 

*Amounts may not add due to rounding

 

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)

 

  Mar. 31, 2005
(Unaudited)


 

Dec. 31,

2004


   June 30, 2005
(Unaudited)


 

Dec. 31,

2004


 

ASSETS

      

CURRENT ASSETS:

      

Cash

  $222,241  $223,503   $172,495  $223,503 

Short-term investments

   2,817,783   2,773,922    2,740,985   2,773,922 

Receivables less allowance for doubtful accounts (2005 - $112,817; 2004 - $114,403)

   2,979,832   2,663,642 

Receivables less allowance for doubtful accounts (2005 - $100,370; 2004 - $114,403)

   3,056,509   2,663,642 

Inventories

   874,765   819,745    944,913   819,745 

Deferred taxes

   251,568   239,111    271,566   239,111 

Other current assets

   352,633   274,647    372,583   274,647 

Assets held for sale

   —     65,179    —     65,179 
  


 


  


 


   7,498,822   7,059,749    7,559,051   7,059,749 

FIXED INCOME INVESTMENTS, HELD TO MATURITY

   228,750   203,750    312,750   203,750 

INVESTMENTS IN AFFILIATED COMPANIES

   909,707   883,598    902,422   883,598 

FIXED ASSETS

   3,774,730   3,761,729    3,920,597   3,761,729 

MULTICLIENT SEISMIC DATA

   309,783   346,522    276,031   346,522 

GOODWILL

   2,798,186   2,789,048    2,904,781   2,789,048 

INTANGIBLE ASSETS

   328,240   346,833    376,840   346,833 

DEFERRED TAXES

   342,108   343,584    345,924   343,584 

OTHER ASSETS

   212,484   265,964    294,222   265,964 
  


 


  


 


  $16,402,810  $16,000,777   $16,892,618  $16,000,777 
  


 


  


 


LIABILITIES & STOCKHOLDERS’ EQUITY

      

CURRENT LIABILITIES:

      

Accounts payable and accrued liabilities

  $3,028,360  $2,980,790   $3,281,193  $2,980,790 

Estimated liability for taxes on income

   930,745   858,785    967,906   858,785 

Dividend payable

   124,611   111,136    124,285   111,136 

Long-term debt - current portion

   37,651   143,385    126,324   143,385 

Bank & short-term loans

   584,598   572,487    564,767   572,487 

Liabilities held for sale

   —     34,617    —     34,617 
  


 


  


 


   4,705,965   4,701,200    5,064,475   4,701,200 

LONG-TERM DEBT

   3,946,058   3,944,180    3,779,437   3,944,180 

POSTRETIREMENT BENEFITS

   691,653   670,765    701,028   670,765 

OTHER LIABILITIES

   145,580   151,457    147,456   151,457 
  


 


  


 


   9,489,256   9,467,602    9,692,396   9,467,602 
  


 


  


 


MINORITY INTEREST

   436,296   416,438    445,937   416,438 
  


 


  


 


STOCKHOLDERS’ EQUITY:

      

Common stock

   2,510,874   2,454,219    2,589,799   2,454,219 

Income retained for use in the business

   6,687,500   6,287,905    7,046,212   6,287,905 

Treasury stock at cost

   (1,723,958)  (1,684,394)   (1,870,668)  (1,684,394)

Accumulated other comprehensive loss

   (997,158)  (940,993)   (1,011,058)  (940,993)
  


 


  


 


   6,477,258   6,116,737    6,754,285   6,116,737 
  


 


  


 


  $16,402,810  $16,000,777   $16,892,618  $16,000,777 
  


 


  


 


 

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)

 

  Three Months Ended Mar. 31,

   Six Months Ended June 30,

 
  2005

 2004

   2005

 2004

 

Cash flows from operating activities:

      

Income from continuing operations

  $524,437  $107,438   $997,638  $364,689 

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

      

Depreciation and amortization(1)

   328,465   325,610    654,981   645,627 

Charges and credits, net of tax & minority interest(2)

   (134,381)  152,163 

Credits and charges, net of tax & minority interest(2)

   (134,381)  185,861 

Earnings of companies carried at equity, less dividends received

   (23,506)  (23,291)   (49,175)  (43,850)

Increase in deferred taxes

   (1,876)  (66,659)   (34,623)  (69,903)

Stock based compensation expense

   8,845   6,458    18,816   12,732 

Provision for losses on accounts receivable

   5,807   5,174    9,166   14,478 

Change in operating assets and liabilities excluding acquisitions/divestitures:

      

Increase in receivables

   (331,263)  (277,067)   (343,542)  (522,502)

Increase in inventories

   (55,737)  (66,562)   (114,393)  (122,184)

Increase in other current assets

   (41,526)  (2,108)   (98,457)  (4,512)

Decrease in accounts payable and accrued liabilities

   (18,820)  (222,425)

Increase (decrease) in accounts payable and accrued liabilities

   59,666   (13,323)

Increase in estimated liability for taxes on income

   74,527   105,177    131,460   148,339 

Increase in postretirement benefits

   20,883   20,394    30,323   35,973 

Other - net

   (1,841)  32,614    (46,862)  (45,092)
  


 


  


 


NET CASH PROVIDED BY OPERATING ACTIVITIES

   354,014   96,916    1,080,617   586,333 
  


 


  


 


Cash flows from investing activities:

      

Purchase of fixed assets

   (315,381)  (196,806)   (699,364)  (467,863)

Multiclient seismic data capitalized

   (16,071)  (12,138)   (27,589)  (25,325)

Capitalization of intangible assets

   (9,027)  (10,983)   (10,824)  (36,918)

Proceeds from the sale of fixed assets & other

   (762)  5,795 

Sale of Atos shares

   —     613,440    —     1,164,662 

Business acquisitions, net of cash acquired

   (55,591)  (12,134)

Proceeds from business divestitures

   21,871   696,613    34,340   1,535,658 

Sale of Montrouge facility

   229,801   —      229,801   —   

Sale (purchase) of investments, net

   (72,133)  241,404    (93,970)  583,673 

Other

   27,606   (62,064)
  


 


  


 


NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES

   (161,702)  1,337,325    (595,591)  2,679,689 
  


 


  


 


Cash flows from financing activities:

      

Dividends paid

   (110,339)  (109,849)   (234,153)  (220,224)

Proceeds from employee stock purchase plan

   5,837   39,367    41,966   3,733 

Proceeds from exercise of stock options

   45,775   82,572    76,600   120,766 

Stock repurchase program

   (73,007)  —      (262,438)  —   

Proceeds from issuance of long-term debt

   892,851   30,641    1,897,657   212,203 

Debt extinguishment costs

   —     (76,281)   —     (111,034)

Settlement of US Interest Rate Swap

   —     (70,495)

Payments of principal on long-term debt

   (965,135)  (1,618,497)   (2,055,025)  (3,296,795)

Net increase in short-term debt

   11,571   83,620 

Net (decrease) increase in short-term debt

   (7,629)  29,884 
  


 


  


 


NET CASH USED BY FINANCING ACTIVITIES

   (192,447)  (1,568,427)   (543,022)  (3,331,962)
  


 


  


 


Discontinued operations

   (1,028)  57,445    7,972   967 
  


 


  


 


Net decrease in cash before translation

   (1,163)  (76,741)   (50,024)  (64,973)

Translation effect on cash

   (99)  (123)   (984)  987 

Cash, beginning of period

   223,503   234,192    223,503   234,192 
  


 


  


 


CASH, END OF PERIOD

  $222,241  $157,328   $172,495  $170,206 
  


 


  


 



(1)Includes multiclient seismic data costs.
(2)See Note 2 –Charges and creditsContinuing 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)

 

       Accumulated Other Comprehensive Income (Loss)

   
  Common Stock

   Accumulated Other Comprehensive Income (Loss)

    Common Stock

 

Retained

Income


  

Marked to

Market


  

Pension

Liability


  

Translation

Adjustment


  

Comprehensive

Income (Loss)


 
  Issued

  In Treasury

 Retained
Income


 Marked to
Market


 Pension
Liability


 Translation
Adjustment


 Comprehensive
Income (Loss)


  Issued

 In Treasury

 

Balance, January 1, 2005

  $2,454,219  $(1,684,394) $6,287,905  $52,773  $(235,271) $(758,495) $—    $2,454,219 $(1,684,394) $6,287,905  $52,773  $(235,271) $(758,495) $—   

Net income

       523,409   523,409   1,005,610   1,005,610 

Hanover stock marked to market, net of tax

       (17,938)  (17,938)  (22,814)  (22,814)

Derivatives marked to market, net of tax

       (25,459)  (25,459)  (38,776)  (38,776)

Translation adjustment

       224   224   23,483   23,483 

Minimum pension liability - (US/UK Plans)

       (21,800)  (21,800)

Minimum pension liability

  (43,430)  (43,430)

Tax benefit on minimum pension liability

       8,808   8,808   11,472   11,472 

Dividends declared

       (123,814)   (247,303) 

Stock repurchase plan

      (73,007)   (262,438) 

Proceeds from employee stock purchase plan

   23,614   11,864  

Proceeds from shares sold to optionees less shares exchanged

   24,196   21,579  

Employee stock purchase plan

  23,872  11,965  

Proceeds from shares sold to optionees

 

less shares exchanged

  38,437  38,163  

Shares granted to Directors

  1,012  486  

Stock based compensation cost

   8,845     18,816 

Shares issued on conversion of debentures

  5 

Purchase of PetroAlliance

  53,438  25,550  
  

  


 


 


 


 


 


 

 


 


 


 


 


 


Balance, March 31, 2005

  $2,510,874  $(1,723,958) $6,687,500  $9,376  $(248,263) $(758,271) $467,244 

Balance, June 30, 2005

 $2,589,799 $(1,870,668) $7,046,212  $(8,817) $(267,229) $(735,012) $935,545 
  

  


 


 


 


 


 


 

 


 


 


 


 


 


 

SHARES OF COMMON STOCK

(Unaudited)

 

  Issued

  In Treasury

 Shares
Outstanding


   Issued

  In Treasury

 Shares
Outstanding


 

Balance, January 1, 2005

  667,106,015  (78,604,352) 588,501,663   667,106,015  (78,604,352) 588,501,663 

Employee stock plan

  —    607,794  607,794 

Shares issued on conversion of debentures

  67  —    67 

Employee stock purchase plan

  —    612,924  612,924 

Stock repurchase plan

  —    (1,012,700) (1,012,700)  —    (3,777,700) (3,777,700)

Shares sold to optionees less shares exchanged

  —    1,077,746  1,077,746   —    1,792,247  1,792,247 

Purchase of PetroAlliance

  —    1,150,323  1,150,323 

Shares granted to Directors

  —    22,000  22,000 
  
  

 

  
  

 

Balance, March 31, 2005

  667,106,015  (77,931,512) 589,174,503 

Balance, June 30, 2005

  667,106,082  (78,804,558) 588,301,524 
  
  

 

  
  

 

 

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)

 

1.Basis of Presentation

 

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 threesix month period ended March 31,June 30, 2005 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2005. The December 31, 2004 balance sheet information has been derived from the audited 2004 financial statements. For further information, refer to theConsolidated Financial Statements and notes thereto, included in Schlumberger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 4, 2005.

 

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

 

2.Credits and Charges and Credits– Continuing Operations

 

2005

 

In March 2005, Schlumberger sold its facility in Montrouge, France to a third party for $230, million resulting in a pretax and after-tax gain of approximately $146 million, which is classified inInterest and other income in theConsolidated Statement of Income. This transaction included the utilization of a deferred tax asset that was previously offset by a valuation allowance of approximately $51 million. Schlumberger also recorded other real estate related pretax charges of approximately $12 million ($11 million after-tax), which are classified inCost of goods sold & services in theConsolidated Statement of Income.

 

2004

 

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), 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 €7 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. This charge is

The above pretax charges are classified inDebt extinguishment costs in theConsolidated Statement of Income.

 

Other Credits and Charges

 

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 chargeSecond quarter of $73 million ($46 million after-tax) to recognize unrealized losses previously recorded inOther Comprehensive Income. The pretax charge is classified inInterest expense in theConsolidated Statement of Income.2004:

 

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 on this transaction, which reflects both banking fees and currency effect. The pretax charge is classified inInterest and other income in theConsolidated Statement of Income.

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 on this transaction, which reflects both banking fees and currency effect. The pretax charge is classified inInterest and other income in theConsolidated Statement of Income. As a result of this transaction Schlumberger does not have any remaining ownership interest in Atos Origin SA.

 

-6-


In connection with its restructuring program, in order to reduce overhead, Schlumberger recorded a pretax and after-tax charge of $4 million related to employee terminations. This charge is classified inCost of goods sold & services in theConsolidated Statement of Income.

Schlumberger had commenced a restructuring program

Schlumberger Technology Corporation settled its US Interest Rate Swaps resulting in order to reduce overhead. Consequently, a pretax gain of $10 million ($6 million after-tax), which is classified inInterest Expense in theConsolidated Statement of Income.

Schlumberger recorded a pretax and after-tax charge of $11 million related to a vacated leased facility in the UK, which is classified inCost of goods sold & services in theConsolidated Statement of Income.

Schlumberger recorded a pretax and after-tax credit of $5 million related to the release of a litigation reserve that was no longer required, which is classified inCost of goods sold & services in theConsolidated Statement of Income.

First quarter of $20 million ($14 million after-tax) was taken in the quarter related to a voluntary early retirement program in the United States and is classified inCost of goods sold & services in theConsolidated Statement of Income.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) to recognize unrealized losses previously recorded inOther Comprehensive Income. The pretax charge is classified inInterest expense in theConsolidated 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 on this transaction, which reflects both banking fees and currency effect. The pretax charge is classified inInterest and other income in theConsolidated Statement of Income.

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

 

The following is a summary of the above 2004 charges:

 

   (Stated in millions)
( Stated in millions )( Stated in millions ) 
  Pretax

  Tax

  Net

  Pretax

 Tax

 Net

 

Charges & Credits:

            

- Debt extinguishment costs

  $77  $—    $77  $115  $14  $101 

- Restructuring program charges

   20   6   14   24   6   18 

- Loss on sale of Atos Origin shares

   14   —     14   21   —     21 

- US interest-rate swap settlement gain

   (10)  (4)  (6)

- Vacated leased facility charge

   11   —     11 

- Litigation reserve release

   (5)  —     (5)

- Loss recognized on interest-rate swaps

   73   27   46   73   27   46 
  

  

  

  


 


 


  $184  $33  $151  $229  $43  $186 
  

  

  

  


 


 


 

3.Business Divestitures – Discontinued Operations

 

During the second quarter of 2005, Credence Systems Corporation, the current owners of Schlumberger’s former NPTest semiconductor testing business, agreed to settle an outstanding contingent liability by paying Schlumberger $4 million in cash and 615,157 shares of common stock valued at approximately $5 million. Schlumberger sold its NPTest semiconductor testing business in July 2003 and reported it as a discontinued operation. This $9 million pretax and after-tax gain is reported asDiscontinued Operations in theConsolidated Statement of Income in the second quarter of 2005.

-7-


During the first quarter of 2005, Schlumberger completed the sales of its Global Tel*Link, Public Phones and Essentis businesses for $18 million in cash. At December 31, 2004, the assets and liabilities of these businesses that were subsequently eliminated from Schlumberger’sConsolidated Balance Sheet, were aggregated and presented asAssets held for sale ($65 million) andLiabilities held for sale ($35 million).

 

During 2004, Schlumberger completed the sales of the following businesses: SchlumbergerSema, TelcomTelecom Billing Software, Infodata, Business Continuity, Axalto, Electricity Metering North America and Telecom Messaging.

 

During the first quarter of 2004, Schlumberger recognized gains, net of taxes, related to the divestitures of SchlumbergerSema, Telecom Billing Software and Infodata of $26 million, $17 million and $48 million, respectively. The results of all of these divested businessbusinesses are reported asDiscontinued Operations in theConsolidated Statement of Income.

 

During the second quarter of 2004, Schlumberger recognized gains, net of taxes, related to the divestitures of SchlumbergerSema and Business Continuity of $15 million and $48 million, respectively, and losses, net of taxes, related to the divestitures of Axalto and Electricity Metering North America of $7 million and $24 million, respectively. The results of all of these divested businesses are reported asDiscontinued Operations in theConsolidated Statement of Income. In addition, the sale of Electricity Metering North America allowed for the recognition of a deferred tax asset of $49 million, which was previously offset by a valuation allowance, related to a tax loss carryforward associated with the sale of SchlumbergerSema. Such amount was recognized as a gain withinDiscontinued Operations in theConsolidated Statement of Income during the second quarter of 2004.

The following table summarizes the results of these discontinued operations during the first quarter of 2005 and 2004:operations:

    (Stated in millions)

Three months ended March 31,

 

  2005

  2004

Revenue

  $—    $364

Income (loss) before tax

   (1)  28

Tax expense

   —     6

Gains on disposal, net of tax

   —     91
   


 

Income from discontinued operations

  $(1) $113
   


 

 

-7-(Stated in millions)

   Second Quarter

  Six Months

   2005

  2004

  2005

  2004

Revenue

  $ —    $23  $ —    $386
   

  

  

  

Income before tax

  $9  $27  $8  $55

Tax expense

   —     10   —     16

Gains on disposal, net of tax

   —     81   —     172
   

  

  

  

Income from discontinued operations

  $9  $98  $8  $211
   

  

  

  

-8-


4.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)

 

  2005

  2004

  2005

  2004

Three Months


  

Income from

Continuing
Operations


  Average
Shares
Outstanding


  

Earnings Per

Share from
Continuing
Operations


  Income from
Continuing
Operations


  Average
Shares
Outstanding


  

Earnings Per

Share from
Continuing
Operations


  Income from
Continuing
Operations


  Average
Shares
Outstanding


  

Earnings Per

Share from
Continuing
Operations


  Income from
Continuing
Operations


  Average
Shares
Outstanding


  Earnings Per
Share from
Continuing
Operations


Second Quarter

                  

Basic

  $524,437  589,333  $0.89  $107,438  587,738  $0.18  $473,201  588,741  $0.80  $257,251  589,883  $0.44
        

        

        

        

Dilutive effect of convertible debentures

   7,197  19,105      —    —        7,197  19,105      7,197  19,105   

Dilutive effect of options

   —    5,327      —    5,017      —    5,136      —    4,392   
  

  
     

  
     

  
     

  
   

Diluted

  $531,634  613,765  $0.87  $107,438  592,755  $0.18  $480,398  612,982  $0.78  $264,448  613,380  $0.43
  

  
  

  

  
  

  

  
  

  

  
  

  Income from
Continuing
Operations


  Average
Shares
Outstanding


  Earnings Per
Share from
Continuing
Operations


  Income from
Continuing
Operations


  Average
Shares
Outstanding


  Earnings Per
Share from
Continuing
Operations


Six Months

                  

Basic

  $997,638  589,037  $1.69  $364,689  588,810  $0.62
        

        

Dilutive effect of convertible debentures

   14,394  19,105      14,394  19,105   

Dilutive effect of options

   —    5,232      —    4,705   
  

  
     

  
   

Diluted

  $1,012,032  613,374  $1.65  $379,083  612,620  $0.62
  

  
  

  

  
  

 

At March 31, 2005 and 2004, approximately 8.1 million and 12.4 million, respectively,The number of outstanding options 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. In addition,effect, were as follows:

(Stated in millions)
   2005

  2004

Second quarter

  8.0  11.3

Six months

  8.0  11.3

5.Acquisitions

On December 9, 2003, Schlumberger announced that it had signed an agreement to acquire PetroAlliance Services Company Limited (“PetroAlliance Services”) over a 3-year period. Schlumberger acquired 26% of PetroAlliance Services in the computationsecond quarter of diluted earnings per share2004 for $12 million in cash and 421,870 shares of Schlumberger common stock valued at March$24 million. During the second quarter of 2005 Schlumberger acquired an additional 25% of PetroAlliance Services for $40 million in cash and 1,150,323 shares of Schlumberger common stock valued at $79 million bringing its total ownership interest to 51%.

Under the terms of the agreement, the remaining 49% interest may be acquired in the second quarter of 2006, subject to performance requirements and other customary conditions. The acquisition price will continue to be determined by a performance-based formula, and paid one-third in cash and two-thirds in Schlumberger stock.

Schlumberger began consolidating the results of PetroAlliance Services in the second quarter of 2005. This investment had previously been accounted under the equity method.

-9-


The $119 million purchase price paid in the second quarter of 2005 has been preliminarily allocated to the assets acquired and the liabilities assumed according to their fair value at the date of the transaction as follows:

(Stated in millions) 

Cash

  $8 

Accounts receivable

   61 

Fixed assets

   61 

Other assets

   18 

Goodwill

   76 

Other intangible assets

   58 
   


Total assets acquired

  $282 

Accounts payable and accrued liabilities

  $42 

Long-term debt - current portion

   53 

Long-term debt

   5 

Minority interest

   25 
   


Total liabilities acquired

  $125 

Sub-total

  $157 

Less: proportionate share of net assets

     

previously held through equity investment

   (38)
   


Net assets acquired

  $119 
   


Approximately $76 million has been allocated to goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired. This goodwill is not tax deductible. Schlumberger is awaiting the final results of a third-party valuation regarding certain assets acquired. Any potential adjustment to goodwill are expected to be recorded during the three months ended September 30, 2005. The amounts preliminarily allocated to other intangible assets primarily relate to customer relationships.

PetroAlliance Services’ revenue during the year ended December 31, 2004 also excludeswas approximately $218 million.

During the effectssecond quarter of 2005 Schlumberger acquired Diamould Limited, a firm specializing in electrical power and instrumentation, hydraulic and fiber-optic connector solutions used in subsea, downhole and deepwater applications, for approximately 19.1 million common shares issuable upon conversation of$14 million.

Pro forma results pertaining to these acquisitions are not presented as the 1.5% Series A Convertible Debentures and the 2.125% Series B Convertible Debentures as their inclusion would have also had an anti-dilutive effect.impact was not significant.

 

5.6.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 March 31,June 30, 2005 was $739$774 million and on December 31, 2004 was $716 million. Schlumberger’s equity income from this joint venture, which is included inInterest and other income in theConsolidated Statement of Income, was $19$21 million in the firstsecond quarter of 2005 ($15 million in 2004) and $17$40 million in the first quarter of 2004.six months ended June 30, 2005 ($32 million in 2004).

 

6.7.Securitization

 

A wholly owned subsidiary of Schlumberger has an agreement to sell, on an ongoing basis, up to $250 million of an undivided interest in its accounts receivable. The amount currently drawn under this agreement totaled $194 million at March 31,June 30, 2005. Unless extended by amendment, the agreement expires in September 2005. Schlumberger does not have any retained interest in the accounts receivable sold under this agreement.

 

-10-


7.8.Inventory

 

A summary of inventory follows:

 

   (Stated in millions) 
(Stated in millions)(Stated in millions) 
  Mar. 31
2005


 

Dec. 31

2004


   June 30
2005


 Dec. 31
2004


 

Raw Materials & Field Materials

  $851  $812   $924  $812 

Work in Process

   77   59    80   59 

Finished Goods

   70   74    69   74 
  


 


  


 


   998   945    1,073   945 

Reserves

   (123)  (125)   (128)  (125)
  


 


  


 


  $875  $820   $945  $820 
  


 


  


 


 

-8-


8.9.Fixed Assets

 

A summary of fixed assets follows:

 

(Stated in millions

)

(Stated in millions)(Stated in millions)
  

Mar. 31

2005


  

Dec. 31

2004


  June 30
2005


  Dec. 31
2004


Property plant & equipment

  $11,101  $11,069  $11,326  $11,069

Less: Accumulated depreciation

   7,326   7,307   7,405   7,307
  

  

  

  

  $3,775  $3,762  $3,921  $3,762
  

  

  

  

 

9.10.Multiclient Seismic Data

 

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

 

(Stated in millions)
(Stated in millions)(Stated in millions) 

Balance at December 31, 2004

  $347   $347 

Capitalized in period

   16    28 

Charged to cost of goods sold & services

   (53)   (99)
  


  


Balance at March 31, 2005

  $310 

Balance at June 30, 2005

  $276 
  


  


 

10.11.Goodwill

 

The changes in the carrying amount of goodwill by business segment for the threesix months ended March 31,June 30, 2005 are as follows:

 

(Stated in millions)

(Stated in millions)(Stated in millions) 
  Oilfield
Services


 Western
Geco


  Total

   Oilfield
Services


 Western
Geco


  Total

 

Balance at December 31, 2004

  $2,545   244  $2,789   $2,545  $244  $2,789 

Additions

   8   —     8    117   4   121 

Other

   6   —     6    6   —     6 

Impact of change in exchange rates

   (5)  —     (5)   (11)  —     (11)
  


 

  


  


 

  


Balance at March 31, 2005

  $2,554  $244  $2,798 

Balance at June 30, 2005

  $2,657  $248  $2,905 
  


 

  


  


 

  


 

-11-


11.12.Intangible Assets

 

A summary of intangible assets follows:

 

(Stated in millions

)

(Stated in millions)

(Stated in millions)

  

Mar. 31

2005


  

Dec. 31

2004


  June 30
2005


  Dec. 31
2004


Gross book value

  $592  $591  $652  $591

Less: Accumulated amortization

   264   244   275   244
  

  

  

  

  $328  $347  $377  $347
  

  

  

  

 

The amortization charged to incomeAmortization expense was $20$18 million during the first quarter of 2005 and $21$38 million for the same period in 2004.three and six months ended June 30, 2005, respectively, and $22 million and $39 million for the three and six months ended June 30, 2004, respectively.

 

-9-


At March 31,June 30, 2005, the gross book value, accumulated amortization and amortization periods of intangible assets were as follows:

 

(Stated in millions)(Stated in millions)
   

(Stated in millions)

 

   
  Gross
Book Value


  Accumulated
Amortization


  Amortization Periods

  Gross
Book Value


  Accumulated
Amortization


  Amortization
Periods


Software

  $406  $147  5 -
10 years
  $413  $157  5 -10 years

Technology

   147   83  5 -
10 years
   147   88  5 -10 years

Patents

   12   8  5 -
10 years
   12   8  5 -10 years

Other

   27   26  1 -
15 years
   80   22  1 -15 years
  

  

     

  

   
  $592  $264     $652  $275   
  

  

     

  

   

 

The weighted average amortization period for all intangible assets is approximately 67 years.

 

Based on the balance of intangible assets at June 30, 2005, the annual amortization expense for each of the succeeding five fiscal years is estimated to be approximately: 2006 - $85 million, 2007 - $67 million, 2008 - $50 million, 2009 - $31 million and 2010 - $26 million. Amortization expense for the six months ended December 31, 2005 is estimated to be approximately $40 million.

12.13.Stock Compensation Plans

 

As of March 31,June 30, 2005, 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-based compensation expense in theConsolidated Statement of Income under the fair value recognition provisions of SFAS Nos. 123 and 148 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 was $10.0 million in the firstsecond quarter of 2005 was $8.8($6.3 million in the firstsecond quarter of 2004) and $18.8 million during the six months ended June 30, 2005 and $6.5($12.7 million infor the first quartersix months ended June 30, 2004). Schlumberger applies the intrinsic value method of 2004. Schlumberger applied APB Opinion 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, SchlumbergerSchlumberger’s net income and earnings per share would have been the pro forma amounts indicated below:

 

(Stated in millions except per share amounts)

 

 

   Period Ended March 31,

 
   2005

  2004

 

Net income

         

As reported

  $523  $220 

Proforma adjustments:

         

Cost of Stock Options

   (6)  (14)

Tax benefit

   1   1 
   


 


Proforma

  $518  $207 
   


 


Basic earnings per share

         

As reported

  $0.89  $0.37 

Proforma adjustments:

         

Cost of Stock Options

   (0.01)  (0.02)
   


 


Pro forma

  $0.88  $0.35 
   


 


Diluted earnings per share

         

As reported

  $0.86  $0.37 

Proforma adjustments:

         

Cost of Stock Options

   (0.01)  (0.02)
   


 


Pro forma

  $0.85  $0.35 
   


 


-12-


(Stated in millions except per share amounts)

   Second Quarter

  Six Months

 
   2005

  2004

  2005

  2004

 

Net income

                 

As reported

  $482  $356  $1,006  $576 

Pro forma adjustments:

                 

Cost of Stock Options

   (4)  (10)  (10)  (24)

Tax benefit

   1   1   2   2 
   


 


 


 


Pro forma

  $479  $347  $998  $554 
   


 


 


 


Basic earnings per share

                 

As reported

  $0.82  $0.60  $1.71  $0.98 

Pro forma adjustments:

                 

Cost of Stock Options

   (0.01)  (0.02)  (0.02)  (0.04)
   


 


 


 


Pro forma

  $0.81  $0.58  $1.69  $0.94 
   


 


 


 


Diluted earnings per share

                 

As reported

  $0.80  $0.59  $1.66  $0.96 

Pro forma adjustments:

                 

Cost of Stock Options

   (0.01)  (0.02)  (0.02)  (0.04)
   


 


 


 


Pro forma

  $0.79  $0.57  $1.64  $0.92 
   


 


 


 


 

In December 2004, the Financial Accounting Standards Board issued SFAS 123R(Share-Based Payment.)The standard amends SFAS 123 (Accounting for Stock Based Compensation) and concludes that services received from employees in exchange for stock-based compensation results in a cost to the employer that must be recognized in the financial statements. The cost of such awards should be measured at fair value at the date of grant. SFAS 123R provides public companies with a choice of transition methods to implement the standard. Schlumberger will apply the modified prospective method whereby compensation cost will be recognized for the unamortized portion of vested awards outstanding at January 1, 2006, the effective date of SFAS 123R, and granted after January 1, 1995. Such cost will be recognized in Schlumberger’s financial statements over the remaining vesting period. As described above, in 2003 Schlumberger adopted the fair value recognition provisions of SFAS Nos. 123 and 148 on a prospective basis for grants after January 1, 2003. Therefore, effective January 1, 2006, Schlumberger will have to apply the provisions of SFAS 123R to

-10-


the unvested portion of awards granted during the period of January 1, 1995 to December 31, 2002. The adoption of this standard is currently expected to reduce Schlumberger’s earnings by approximately $23$20 million in 2006 and $6$5 million in 2007.

 

13.14.Income Tax

 

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

 

   (Stated in millions)
(Stated in millions)(Stated in millions)
  First Quarter

  Second Quarter

  Six Months

  2005

  2004

  2005

  2004

  2005

  2004

United States

  $182  $3  $220  $46   402   49

Outside United States

   497   159   431   290   928   448
  

  

  

  

  

  

Pretax income

  $679  $162  $651  $336  $1,330  $497
  

  

  

  

  

  

 

Schlumberger reported pretax charges and credits in continuing operations during the first quarters ofin 2005 and 2004. These are more fully described in Note 2 - Charges and credits – Continuing Operations. US pretax results inDuring the first quarter of 2005, includedSchlumberger recorded a net pretax credit of $134 million ($2 million of charges in the US; $136 million of net credits outside of the US). During the second quarter of 2004, Schlumberger recorded pretax net charges of $2 million. Outside the US, the pretax results$44 million ($28 million in the first quarterUS; $16 million outside of 2005 included a net credit of approximately $136 million, primarily relating to the sale of a facility. The US pretax results in theUS). During first quarter of 2004, includedSchlumberger recorded pretax net charges of $93$184 million related to($93 million in the US Interest Rate Swap and the restructuring program. Outside the US, pretax results included charges ofUS; $91 million related tooutside of the debt extinguishment costsUS). These charges and the loss on sale of Atos Origin common stock.credits are described in detail in Note 2 –Credits and Charges – Continuing Operations.

 

-13-


The components of net deferred tax assets were as follows:

 

   (Stated in millions)
(Stated in millions)(Stated in millions)
  

Mar. 31

2005


  Dec. 31
2004


  Jun. 30
2005


  Dec. 31
2004


Postretirement and other long-term benefits

  $254  $251  $252  $251

Current employee benefits

   138   123   157   123

Fixed assets, inventory and other

   188   196   195   196

Net operating losses

   14   13   13   13
  

  

  

  

  $594  $583  $617  $583
  

  

  

  

 

The deferred tax assets relating to net operating losses at March 31,June 30, 2005 and December 31, 2004 are net of valuation allowances in certain countries of $254$240 million and $312 million, respectively.

As described in Note 2Credits and Charges – Continuing Operations,Schlumberger sold its facility in Montrouge, France in the first quarter of 2005. This transaction allowed for the utilization of a $48 million deferred tax asset relating to certain net operating losses that were previously offset by a valuation allowance.

 

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

 

   (Stated in millions) 
(Stated in millions)(Stated in millions) 
  First Quarter

   Second Quarter

 Six Months

 
  2005

 2004

   2005

 2004

 2005

 2004

 

Current:

      

United States - Federal

  $54  $26   $90  $79  $144  $105 

United States - State

   9   2    7   2   16   4 

Outside United States

   84   41    91   42   175   83 
  


 


  


 


 


 


  $147  $69   $188  $123  $335  $192 
  


 


  


 


 


 


Deferred:

      

United States - Federal

  $(6) $(23)  $(21) $(79) $(27) $(102)

United States - State

   (1)  —      (2)  (1)  (3)  (1)

Outside United States

   47   (4)   (4)  33   43   29 

Valuation allowance

   (49)  4    1   —     (48)  4 
  


 


  


 


 


 


  $(9) $(23)  $(26) $(47) $(35) $(70)
  


 


  


 


 


 


Consolidated taxes on income

  $138  $46   $162  $76  $300  $122 
  


 


  


 


 


 


 

-11-


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

 

   First Quarter

 
   2005

  2004

 

US federal statutory rate

  35  35 

US state income taxes

  1  1 

Non US income taxed at different rates

  (9) (8)

Effect of equity method investment

  (1) (2)

Minority partner’s share of LLC earnings

  (1) (1)

Valuation allowance (excluding charges and credits)

  1  2 

Other

  (1) (5)

Charges and credits

  (5) 6 
   

 

Effective income tax rate

  20  28 
   

 

The charges and credits described in Note 2Charges – Continuing Operations, including the associated effect of changes in valuation allowance, decreased Schlumberger’s effective tax rate by five percentage points in the first quarter of 2005 and increased Schlumberger’s effective tax rate by six percentage points in the first quarter of 2004.

   Second Quarter

  Six Months

 
   2005

  2004

  2005

  2004

 

US federal statutory rate

  35% 35% 35% 35%

US state income taxes

  —    —    1  —   

Non US income taxed at different rates

  (9) (8) (8) (8)

Effect of equity method investment

  (1) (1) (1) (1)

Minority partner’s share of LLC earnings

  —    —    (1) (1)

Valuation allowance (excluding charges and credits)

  —    —    —    1 

Other

  —    (3) (1) (4)

Charges and credits

  —    —    (2) 2 
   

 

 

 

Effective income tax rate

  25% 23% 23% 24%
   

 

 

 

 

14.15.Contingencies

 

TheConsolidated 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 where it is probable that Schlumberger has incurred a liability and such amount can be reasonably estimated.

-14-


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.

 

TheConsolidated 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 December 2004, WesternGeco and Schlumberger received grand jury subpoenas from the US Attorney’s office in the Southern District of Texas seeking documents relating to possible fraud in obtaining visas for non-US citizens working as crewmembers on vessels operating in the Gulf of Mexico. We are in the process of responding to the investigation, including providing information sought by the subpoenas. Schlumberger is unable to determine the outcome of this matter and the related impact it might have on Schlumberger’s financial condition and results of operations.

 

In addition, Schlumberger and its subsidiaries are party to various other legal proceedings. A liability is accrued when a loss is both probable and can be reasonably estimable. At this time the ultimate disposition of these proceedings is not presently 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 on settlement in these matters. However, 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 tax filings are subject to regular audit by the tax authorities in most of the jurisdictions in which it conducts business. These audits may result in assessments for additional taxes which are resolved with the authorities or, potentially, through the courts. Tax liabilities are recorded based on estimates of additional taxes which will be due upon the conclusion of these audits. Estimates of these tax liabilities are made based upon prior experience and are updated in light of changes in facts and circumstances. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities which could be materially different from these estimates. In such an event, Schlumberger will record additional tax expense or tax benefit in the year in which such resolution occurs.

 

-12-


15.16.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)

    (Stated in millions) 
   FIRST QUARTER 2005

  FIRST QUARTER 2004

 
   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

  $868  $134  $—    $69  $203  $725  $82  $—    $41  $123 

Latin America

   469   51   —     13   64   395   49   —     12   61 

Europe/CIS/W. Africa

   751   99   —     25   124   648   85   —     21   106 

Middle East & Asia

   668   153   —     21   174   559   121   —     18   139 

Elims/Other

   23   (9)  —     3   (6)  32   (10)  —     4   (6)
   

  


 

  


 


 

  


 

  


 


    2,779   428   —     131   559   2,359   327   —     96   423 
   

  


 

  


 


 

  


 

  


 


WesternGeco

   378   25   11   28   64   313   10   4   20   34 
   

  


 

  


 


 

  


 

  


 


Elims & Other

   2   (38)  6   (21)  (53)  1   (23)  4   (38)  (57)
   

  


 

  


     

  


 

  


    
   $3,159  $415  $17  $138      $2,673  $314  $8  $78     
   

  


 

  


     

  


 

  


    

Interest Income

                   19                   14 

Interest Expense(1)

                   (44)                  (68)

Charges and credits(2)

                   134                   (184)
                   


                 


                   $679                  $162 
                   


                 


   SECOND QUARTER 2005

  SECOND QUARTER 2004

 
   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

  $907  $150  $—    $84  $234  $746  $78  $—    $42  $120 

Latin America

   554   68   —     16   84   426   50   —     13   63 

Europe/CIS/W. Africa

   825   127   —     27   154   704   94   —     23   117 

Middle East & Asia

   731   182   —     24   206   636   139   —     22   161 

Elims/Other

   27   (10)  —     6   (4)  29   (11)  —     4   (7)
   

  


 

  


 


 

  


 

  


 


    3,044   517   —     157   674   2,541   350   —     104   454 
   

  


 

  


 


 

  


 

  


 


WesternGeco

   383   26   11   21   58   292   7   3   5   15 
   

  


 

  


 


 

  


 

  


 


Elims & Other

   2   (44)  4   (16)  (56)  1   (28)  —     (23)  (51)
   

  


 

  


     

  


 

  


    
   $3,429  $499  $15  $162      $2,834  $329  $3  $86     
   

  


 

  


     

  


 

  


    

Interest Income

                   23                   11 

Interest Expense(1)

                   (48)                  (49)

Credits and charges(2)

                   —                     (44)
                   


                 


                   $651                  $336 
                   


                 



1.Excludes interest expense included in the Segment results ($23 million in 2005; $1 million in 2004).
2.See Note 2Credits and Charges – Continuing Operations.

-15-


(Stated in millions)

   SIX MONTHS 2005

  SIX MONTHS 2004

 
   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

  $1,774  $284  $—    $153  $437  $1,472  $159  $—    $84  $243 

Latin America

   1,023   119   —     29   148   821   100   —     24   124 

Europe/CIS/W. Africa

   1,576   225   —     52   277   1,352   180   —     43   223 

Middle East & Asia

   1,399   336   —     45   381   1,195   260   —     40   300 

Elims/Other

   51   (19)  —     8   (11)  59   (23)  —     10   (13)
   

  


 

  


 


 

  


 

  


 


    5,823   945   —     287   1,232   4,899   676   —     201   877 
   

  


 

  


 


 

  


 

  


 


WesternGeco

   761   50   22   49   121   605   15   7   26   48 
   

  


 

  


 


 

  


 

  


 


Elims & Other

   4   (82)  10   (35)  (107)  3   (48)  4   (62)  (106)
   

  


 

  


     

  


 

  


    
   $6,588  $913  $32  $301      $5,507  $643  $11  $165     
   

  


 

  


     

  


 

  


    

Interest Income

                   42                   25 

Interest Expense(1)

                   (92)                  (118)

Credits and charges(2)

                   134                   (229)
                   


                 


                   $1,330                  $497 
                   


                 



1.Excludes interest expense included in the Segment results ($5 million in 2005; $3 million in 2004).
2.See Note 2Charges and credits – Continuing Operations.

 

16.17.Pension and Other Postretirement Benefits

 

Net pension cost in the US for the firstsecond quarter ofand six months ended June 30, 2005 and 2004 included the following components:

 

    (Stated in millions) 
   First Quarter

 
   2005

  2004

 

Service cost - benefits earned during period

  $13  $13 

Interest cost on projected benefit obligation

   26   25 

Expected return on plan assets

   (25)  (23)

Amortization of prior service cost/other

   1   3 

Amortization of unrecognized net loss

   6   5 
   


 


Net pension cost

  $21  $23 
   


 


(Stated in millions)

   Second Quarter

  Six Months

 
   2005

  2004

  2005

  2004

 

Service cost - benefits earned during period

  $13  $13  $26  $26 

Interest cost on projected benefit obligation

   27   25   53   50 

Expected return on plan assets

   (28)  (23)  (53)  (46)

Amortization of prior service cost/other

   2   3   5   6 

Amortization of unrecognized net loss

   6   5   13   10 
   


 


 


 


Net pension cost

  $20  $23  $44  $46 
   


 


 


 


In July 2005, Schlumberger contributed approximately $171 million to the US pension plan.

 

Net pension cost in the UK plan for the threesecond quarter and six months ended MarchJune 30, 2005 and 2004 included the following components:

 

    (Stated in millions) 
   First Quarter

 
   2005

  2004

 

Service cost - benefits earned during period

  $6  $6 

Interest cost on projected benefit obligation

   10   8 

Expected return on plan assets

   (12)  (10)

Amortization of unrecognized loss

   4   3 
   


 


Net pension cost

  $8  $7 
   


 


(Stated in millions)

   Second Quarter

  Six Months

 
   2005

  2004

  2005

  2004

 

Service cost - benefits earned during period

  $6  $8  $12  $14 

Interest cost on projected benefit obligation

   10   8   20   16 

Expected return on plan assets

   (11)  (9)  (23)  (19)

Amortization of unrecognized loss

   4   2   8   5 
   


 


 


 


Net pension cost

  $9  $9  $17  $16 
   


 


 


 


 

-13--16-


Net postretirement benefit cost in the US for the firstsecond quarter and six months of 2005 and 2004 included the following components:

 

    (Stated in millions)
   First Quarter

   2005

  2004

Service cost - benefits earned during period

  $9  $7

Interest cost on accumulated postretirement benefit obligation

   13   13

Amortization of unrecognized net loss/other

   —     1
   

  

Net postretirement benefit cost

  $22  $21
   

  

(Stated in millions)

   Second Quarter

  Six Months

   2005

  2004

  2005

  2004

Service cost - benefits earned during period

  $6  $7  $15  $14

Interest cost on accumulated postretirement benefit obligation

   11   13   23   26

Amortization of unrecognized net loss/other

   (1)  1   —     2
   


 

  

  

Net postretirement benefit cost

  $16  $21  $38  $42
   


 

  

  

 

-14--17-


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

 

BUSINESS REVIEW

 

   First Quarter

 
   2005

  2004

  % chg

 

Oilfield Services

            

Operating Revenue

  $2,779  $2,359  18%

Pretax Operating Income

  $559  $423  32%

WesternGeco

            

Operating Revenue

  $378  $313  21%

Pretax Operating Income

  $64  $34  89%

(Stated in millions)

   Second Quarter

  Six Months

 
   2005

  2004

  % chg

  2005

  2004

  % chg

 

Oilfield Services

                       

Operating Revenue

  $3,044  $2,541  20% $5,823  $4,899  19%

Pretax Operating Income

  $674  $454  48% $1,232  $877  40%

WesternGeco

                       

Operating Revenue

  $383  $292  31% $761  $605  26%

Pretax Operating Income

  $58  $15  297% $121  $48  152%

 

Pretax operating income represents the segments’ income before taxes and minority interest, excludinginterest. Pretax operating income excludes corporate expenses, interest income, interest expense and amortization of certain intangibles a net pretax credit of $134 millionand theCredits and Charges described in the first quarter of 2005 and a pretax charges of $184 million in the first quarter of 2004 (seedetail on pages 6 and 7 foras these items are not allocated to the description of charges and credits).segments.

 

FirstSecond Quarter 2005 Compared to FirstSecond Quarter 2004

 

Operating revenue for the firstsecond quarter of 2005 was $3.16$3.43 billion versus $2.67$2.83 billion for the same period last year. Income from continuing operations before income taxes and minority interest was $679$651 million in 2005 compared to $162$336 million in 2004. The 2005 results include net pretax credits of $134 million. The 2004 results include pretax charges of $184$44 million. These credits and charges are described in detail on pages 6 and 7.

 

Net income for the firstsecond quarter of 2005 was $523$482 million compared to $220$356 million in the firstsecond quarter of last year. Net income includes a lossgain from discontinued operations of $1$9 million in the firstsecond quarter of 2005 compared to a gain from discontinued operations of $113$98 million in the first quarter ofsame period last year.

 

Oilfield Services revenue of $2.78$3.04 billion increased 2%10% sequentially and 18%20% compared to the same quarter of last year. Pretax business segment operating income of $559$674 million increased 16%21% sequentially and 32%48% year-on-year.

 

WesternGeco revenue of $378$383 million increased 14%1% sequentially and 21%31% year-on-year. Pretax business segment operating income of $64$58 million decreased 9% sequentially but increased 48% sequentially and 89%three-fold year-on-year.

 

OILFIELD SERVICES

 

First-quarterSecond quarter revenue of $2.78$3.0 billion was 2%10% higher sequentially butand increased 18%20% year-on-year. Pretax operating income of $559$674 million increased 16%21% sequentially and grew 32%48% year-on-year.

 

Overall, sequentialSequential revenue increases were recorded across all Areas with the highest incontributions from the Canada,US Land, US Gulf Coast, Mexico, Russia, Saudi Arabia, North Sea, Nigeria, West Africa and the GulfVenezuela GeoMarkets. Demand wasAll technology segments experienced higher revenue levels, with particularly strong demand for Drilling & MeasurementsIntegrated Project Management (IPM), Well Services, and Well Services technologies.Completions & Productivity products and services.

 

Robust year-on-year revenueYear-on-year growth was experienced acrossposted in all regions withAreas but driven mainly by the Canada, US Land, Russia, Nigeria, the Gulf, Nigeria, Mexico, and India GeoMarkets posting the highest increases. By technology, all service segmentsVenezuela GeoMarkets. All technologies except Integrated Project Management and Schlumberger Information Solutions recorded double-digit increases.

 

Pretax operating income recorded exceptionalstrong sequential and year-on-year growth, driven by accelerating pricingprincipally due to a continued increase in exploration and asset utilizationproduction activity levels worldwide, resulting in US Land and Canada; strengthening levels of activity in West Africa; and a more favorable mix of activity in Latin America.higher operating leverage across all Areas.

 

-15--18-


North America

 

Revenue of $868$907 million increased 2%5% sequentially and 20%21% year-on-year. Pretax operating income of $203$234 million increased 29%15% sequentially and 65%94% year-on-year.

 

The sequentialSequentially, the US Land GeoMarket continued to record strong revenue increase was primarilygrowth, driven mainly by Canada with maximum equipment and personnel utilization, higher pricing levels and increasedhigh demand for high-tier services. This revenue growth rateWell Services technologies that resulted in significant pricing improvements. The Gulf of Mexico also contributed through the introduction of new technology, which led to higher revenue. Canada declined due to the seasonal impact of spring break-up in Western Canada, where active rig count was partially reduced by the absence of any turnkey drilling operations as this activity was exited inhalved from the prior quarter.quarter, partially offset by robust activity offshore Eastern Canada.

 

The solid year-on-year revenue growthand sequential pretax income improvement was the result of new technology introductions, particularly by Drilling & Measurements; price increases mainly fueled by strong pricing gains in US Land and by Wireline and Well Services technologies with fracturing crews operating at near capacity.

The robust growth in pretax operating income was driven by improvements in pricing, particularly forfrom Well Services and Wireline technologies,Wireline; and continued activity ramp-up in US Land and Canada, coupled with much higher margins in the Gulf Coast—a consequence of the absence of turnkey drilling operations in the quarter.growth.

 

Latin America

 

Revenue of $469$554 million declined 4%increased 18% sequentially butand was 19%30% higher year-on-year. Pretax operating income of $64$84 million increased 22%30% sequentially and 5% compared to the same quarter of last year.34% year-on-year.

 

RevenueMexico recorded high sequential revenue growth from an increased number of wells being completed on the Burgos project. Activity in Mexico, while growing significantly year-on-year, fueled by large integrated projects, declined sequentially as the result of much lower levels of third-party managed services revenue associated with these projects.Venezuela/Trinidad & Tobago GeoMarket increased primarily from IPM and Well Services operations.

 

Sequentially, lower activity in Western Venezuela was partially offset by increased revenue from PDVSA in other areas. During the quarter, an important milestonecontinued progress was passed in reaching anhighlighted with the signing of a short-term renewable agreement with PDVSA for moving forward to resolve issues related toregarding the PRISA project. This agreement includedproject, resulting in a paymentresumption of a significant amountactivity for the six barges. Discussions continue regarding the settlement of the outstanding receivables, a framework for future activity on the project and for resolution of some past issues, including negotiation ofcertain outstanding receivables.

 

Sequential revenue growth in the Latin America South GeoMarket was due mainly to higher Well Completions & Productivity, Drilling & Measurements and Wireline activity in Brazil and Argentina, where the Repsol D-150 Integrated Project Management (IPM) operation reached the 100-well milestone.

The strong sequential pretax operating income improvementincrease resulted mainly from strengthening operating margins in Mexico due to improved IPM performance. This was experienced evenlycoupled with stronger operating efficiencies in Well Services across all the GeoMarkets with an improved drilling environment in the Venezuela/Trinidad/Tobago GeoMarket and a better revenue mix in the Mexico/Central America GeoMarket between Schlumberger technologies and third-party managed services.GeoMarkets.

 

Europe/CIS/West Africa

 

Revenue of $751$825 million increased 7%10% sequentially and 16%17% year-on-year. Pretax operating income of $124$154 million increased 16% both24% sequentially and 31% year-on-year.

 

SequentialThe sequential revenue growth resulted mainly from higher levels of activity in Russia, principally due to greater demand for Well Services and Well Completion & Productivity technology services. This was coupled with the inclusion of 20 days of financial results on a consolidated basis of PetroAlliance following the completion of the second stage of the acquisition, giving Schlumberger a 51% controlling interest. Also contributing to the revenue improvement was the Caspian GeoMarket with stronger Wireline activity and the North Sea experiencing seasonal activity pick-up.

The robust profitability improvement in pretax operating income was mainly driven bydue to the resurgence of activity in the North Africa, NigeriaSea; improved utilization and West Africa with increasespricing in Well Completions & Productivity, WirelineRussia; and reduced overhead costs, resulting in higher operating margins. Also contributing were new technology introductions and the renewal of long-term contracts, particularly in Drilling & Measurements, technologies. Activity was robust in the North Sea, particularly due to growth in Schlumberger Information SolutionsWell Services and Well Completions & Productivity technologies. However, growth was somewhat offset by adverse weather early in the quarter.Wireline services.

 

In the Russia GeoMarket, activity grew significantly, driven by recovery of activityUK, Schlumberger acquired Diamould Ltd., a firm specializing in Yuganskneftegaz that reached pre-September 2004 levels towards the end of the quarter. Increased demand for stimulationelectrical power and cementing technologiesinstrumentation, hydraulic and strengthening IPM operations were experienced across the GeoMarket. The demand for,fiber-optic connector solutions used in subsea, downhole, and speed of, technology uptake remains strong.

Most GeoMarkets recorded double-digit increases year-on-year, led by Nigeria with higher rig count spurring growth in Drilling & Measurements and Wireline technologies; in West Africa mainly from Well Completions & Productivity technologies; and in Continental Europe with stronger activity across all technologies.

-16-


The robust sequential growth in operating income was mainly in Western Africa and Nigeria from increasing activity and pricing improvements combined with the resumption of activities for Yuganskneftgaz in Russia following shut-downsdeepwater applications. Based in the prior quarter.UK, Diamould will become the Schlumberger Center of Excellence for all new developments in the critical area of connector reliability.

 

Middle East & Asia

 

Revenue of $668$731 million was flat9% higher sequentially but grew 19%and 15% higher year-on-year. Pretax operating income of $174$206 million declined 4%increased 18% sequentially but increased 25%and 28% year-on-year.

 

The flat sequential revenues resulted fromSequentially, each of the 11 GeoMarkets contributed to the revenue growthimprovement, further emphasizing the global progression and depth of the current business cycle. Activity in China strengthened as a result of accelerated adoption of advanced Drilling & Measurements and Wireline technologies. Revenue continued to

-19-


expand in the Thailand/Vietnam,Middle East Africa and East Mediterranean, and the Gulf GeoMarkets, were offset by reduced deepwaterdue to increased activity in the Malaysia/Brunei/Philippines and Indonesia GeoMarkets.

Year-on-year revenue growth was led by the Malaysia/Brunei/Philippines GeoMarket with high demand for Well Completions & Productivity,Saudi Arabia, benefiting mainly Wireline and Drilling & Measurements technologies. Increased offshore exploration activityoperations. Also contributing to the improved revenue was the commencement of new projects in India, start-up of Wireline services for PDO in Oman,the Gulf and burgeoning gas activity in Qatar also contributed to this growth.Brunei/Malaysia/Philippines GeoMarkets.

 

The sequential declineincrease in operating income resulted from seasonal effectsoutpaced activity growth, resulting in a sharp rise in operating margin. This strong performance was due to a mix of steady activity improvement across all the GeoMarkets and from increased personnel costs associatedsignificant price increases, principally in Drilling & Measurements, Well Completions & Productivity, and Wireline operations, coupled with the preparationstart up of new contracts and activity. These contracts will only take full effect in the coming quarters.projects.

 

WESTERNGECO

 

First-quarterSecond quarter revenue of $378$383 million was 14%1% higher sequentially and 21% higherbut increased 31% compared to the same period of last year. Pretax operating income of $64$58 million decreased $6 million sequentially but improved $43 million year-on-year.

Sequentially, revenue increased 48% sequentiallysharply mainly from strong activity in Europe, reflecting the start of the North Sea season with three Q-Marine* vessels and 89% year-on-year.one Q-Seabed* crew operating in the region, combined with higher activity in the Gulf of Mexico. The strong Marine activity increase was due to a combination of higher vessel utilization coupled with steady pricing increases and more favorable contractual terms regarding transit and bad weather downtimes. Year-on-year Marine revenue increased 31%, reflecting strong utilization of Q Vessels and increased pricing. Increased activities in South America, Asia, Europe, West Africa and the Middle East were partly offset by lower activity in Mexico and North America.

 

Sequentially, Land revenue increased mainly in the Middle East reflecting higher conventional activity in Saudi Arabia, Chad, Algeria and Pakistan, and increased Q-Land* activity in Kuwait; partially offset by the completion of a project in Mexico and of a 2D-Transitional project in New Zealand.

Marine revenue increased mainly in Asiamarginally with three conventional vessels working at higher prices, full utilization of the Q* vesselTopaz in India and increased activity for theNeptune on the Q Magno survey in Mexico; partially offset by lower activity in Europe.

Multiclient sales increased to $141 million in the first quarter of 2005, mainly in North America following the Central Gulf of Mexico lease sale. Approximately 70% of the surveys sold in the first quarter of 2005 had no net book value due to prior amortization of capitalized costs (compared to 50% in 2004) and only 3% of the surveys sold were impaired in 2003 and 2002. Multiclient sales were $135 million in the first quarter of 2004.

Data Processing declined slightly mainly due to seasonally lower activity in West Africa, Europe and North America.

Year-on-year revenue growth was driven by Marine, reflecting strong utilization and pricing, and by Land reflecting four additional crews working in the Middle East. Data Processing also contributed to this improvement with stronger Q processing and higher activity in the Middle East and Asia.

Sequential and year-on-year improvementsSouth America, partly offset by delayed mobilization of a crew in pretax income were mainlyAlgeria. A net addition of three crews during the quarter resulted in Marine, resulting from significantly higher utilization for both Q and conventional seismic, improved pricing anda total of 20 land crews. The Q-Land* crew currently deployed in Kuwait continues to deliver excellent performance. Year over year revenue increased Multiclient sales. Land also contributed to the improvement40% mainly in the Middle East with higher active crew months in Saudi Arabia, Chad, Kuwait and Algeria, which was partially offset by the shut down of two crews in Abu Dhabi and one crew each in Oman, Malaysia and Mexico.

Multiclient sequential sales experienced a seasonal decline following the completion of the Central Gulf of Mexico Lease Sale in the first quarter. This decrease was partially offset by higher sales in Asia, Europe, South America, and West Africa, reflecting an improved exploration-spending environment. Multiclient year-on-year revenue increased 30% in North America from higher sales in the Gulf Coast area and in AlgeriaUS Land combined with higher pre-funded revenue, augmented by higher sales in Asia, South America, Europe, and West Africa.

Sequentially Data Processing increased marginally due to higher revenue.

Q-Marine*third party processing in North and South America. Data Processing increased year over year by 20% resulting from improved third party processing in North America, Brazil, Russia, Middle East and Asia. Overall vessel utilization remained high during the quarter. The conversion of the previously announced fifthdecreased from 79% in 2004 to 77% in 2005, albeit with better pricing, while Q vessel will be completedutilization increased from 53% in early summer2004 to 88% in 2005.

 

The WesternGeco backlog at the end of the firstsecond quarter was $668 million, flat sequentially but increasing by almost 40% year-on-year.$595 million. The sequential decline was mainly due to the consumption of some of the backlog of the summer shooting season in the North Sea and Canada.

 

-17-

The sequential decline in pretax operating income was mainly due to lower Multiclient sales. This seasonal deterioration was partially offset by significant improvements in Marine as a result of increased vessel utilization, better pricing, and the conversion of a conventional vessel to Q-Technology* commanding higher prices. The increase in the year-on-year pretax income was led by Multiclient (up $25 million) due mainly to increased sales. Data Processing increased $6 million due to the combined impact of higher revenue, and lower lease and compensation costs in the United Kingdom. Land improved by $6 million mainly in the Middle East due to higher revenue. Marine increased by $4 million due mainly to higher utilization and improved pricing, which was offset by a large increase in operating costs.


INCOME STATEMENT

 

Interest and other income for the second quarter of 2005 was $46 million versus $27 million for the same period last year. The second quarter of 2004 included a $7 million loss on the sale of shares of Atos Origin SA. Interest income of $19$23 million increased $5.4$12 million compared to the same quarter last year. The average return on investment increased from 1.8%1.7% to 2.8% year-over-year. The3.3% while the average investment balance of $2.8$2.9 billion decreased $321increased $237 million as compared to last year.

-20-


Gross margin increased from 20.6%21.3% in 2004 to 23.9%25.7% in 2005, primarily due to a combination of record activity levels in Oilfield Services, with operations at capacity in a number of regions, and continued pricing improvements in both Oilfield Services and WesternGeco. As a percentage of revenue, marketing expense was flat compared to last yearyear. In absolute dollars, research and research & engineering expense was flat, but as a percentage of revenue decreased 0.3% from last year.4.3% to 3.5%. General and administrative expense as a percentage of revenue decreased from 2.9% to 2.7%. Interest expense of $47 million decreased $22.7 million compared to same quarter last year.

Excluding the impact of the $10 million gain in 2004 related to the US interest rate swap described on page 7, interest expense was flat, and average borrowing rates increased from 3.9% in 2004 to 4.5% in 2005. The average debt balance of $4.5 billion decreased by $768 million compared to the same quarter last year.

The effective tax rate for the second quarter of 2005 was 24.9% compared to 22.5% in the prior year. This increase is primarily attributable to the country mix of results in Oilfield Services, with a higher proportion of pretax profitability in North America compared to the comparable period last year.

Six Months 2005 Compared to Six Months 2004

Operating revenue for the six month period ended June 30, 2005 was $6.59 billion versus $5.51 billion for the same period last year. Income from continuing operations before income taxes and minority interest was $1.33 billion in 2005 compared to $497 million in 2004. The 2005 results include net pretax credits of $134 million. The 2004 results include pretax charges of $229 million. These credits and charges are described in detail on pages 6 and 7.

Net income for the six month period ended June 30, 2005, was $1.01 billion compared to $576 million in the same period last year. Net income includes a gain from discontinued operations of $8 million in 2005 compared to $211 million in 2004.

In the six month period ended June 30, 2005, Oilfield Services recorded revenue of $5.82 billion, an increase of 19% compared to the same period of last year. Pretax business segment operating income of $1.23 billion increased 40% year-on-year.

WesternGeco revenue for the six months ended June 30, 2005 of $761 million increased 26% year-on-year. Pretax business segment operating income of $121 million increased 152% year-on-year.

OILFIELD SERVICES

Six month revenue of $5.8 billion was 19% higher versus the same period last year. Pretax operating income of $1.2 billion increased 40% year-on-year. Revenue growth year-on-year was strongest in US Land, Mexico, Canada, and Gulf GeoMarkets. From a technology standpoint, double-digit year-on-year growth was achieved across all technologies.

North America

Revenue of $1.8 billion increased 21% versus the same period last year. Pretax operating income of $437 million increased 79% year-on-year. Year-on-year growth was mainly due to high activity levels in US Land and Canada, which were fueled by strong commodity prices, increased activity and pricing improvements, as well as higher activity in Eastern Canada. Gulf Coast grew moderately year-on-year with growth across all technologies being partially reduced by the absence of any turnkey drilling operations. All technologies, with the exception of Integrated Project Management, grew year-on-year.

Latin America

Revenue of $1 billion was 25% higher year-on-year. Pretax operating income of $148 million increased 20% versus the same period last year. Increased third party managed services revenue accounted for most of the growth in Mexico. Year-on-year increases were also posted in Latin America South with strong growth across all technologies from increased activity in both Argentina and Brazil, and Peru/Colombia/Ecuador that benefited from the commencement of an integrated project and increased well construction activity in both

-21-


Ecuador and Peru. Venezuela was higher with Well Completions & Productivity experiencing rising activity in Trinidad and Wireline and Drilling & Measurements also increasing. Double-digit growth was recorded across all technologies.

Europe/CIS/West Africa

Revenue of $1.6 billion increased 17% year-on-year. Pretax operating income of $277 million increased 24% year-on-year. Growth was lead by Russia, principally due to greater demand for Well Services and Well Completion & Productivity technology services, and Nigeria, with the prior year activity hampered by production shutdowns in the Western delta. Increased activity in West Africa, led by Well Completions & Productivity and Well Services also contributed to the growth. All technologies with the exception of Integrated Project Management increased year-on-year.

Middle East & Asia

Revenue of $1.4 billion was 17% higher year-on-year. Pretax operating income of $381 million was 27% higher versus the same period last year. Revenue growth was reflected in all GeoMarkets and was strongest in the Gulf, with Wireline and Well Services contributing to strong growth with improved pricing and additional activity from rising rig count. Saudi and Thailand/Vietnam GeoMarkets also contributed to the growth with ramp up in Wireline activity on higher rig count in the both regions. In Brunei/Malaysia/Philippines all technologies grew. All technologies recorded strong growth year-on-year with the exception of Integrated Project Management.

WESTERNGECO

Six months revenue for WesternGeco of $761 million was 26% higher compared to the same period last year. The year-on-year increase in Marine revenue was attributable to better vessel utilization and pricing improvements. Marine activity increased mainly in South America, Asia, Europe, West Africa and Middle East, partially offset by lower activity in Mexico and in North America. Land activity increased mainly in the Middle East with several additional crews active in the current year, higher activity in Algeria and in Argentina, partially offset by Mexico and Malaysia. Multiclient sales increased mainly in North America, augmented by higher sales in Europe and in Asia. Data Processing increased from higher levels of third party processing.

Pretax income of $121 million improved by $73 million year-on-year. Marine, Land Multiclient and Data processing all experienced increases in pretax income primarily due to increased revenue, better pricing and utilization, partly offset by higher operating costs. In addition, approximately 67% of Multiclient sales in the current period, which increased 15% year-on-year to $250 million, had no net book value due to the prior amortization of capitalized costs as compared to 54% in the prior year period.

INCOME STATEMENT

Interest and other income was $235 million versus $51 million for the same period last year. The 2005 period includes a gain of $146 million on the sale of a facility in Montrouge, France while the 2004 period included a $21 million loss on the sale of shares of Atos Origin SA. Both of these items are described in further detail in the following pages. Interest income of $43 million increased $18 million compared to the same period last year. The average return on investment increased from 1.7% to 3.1% while the average investment balance of $2.8 billion decreased $132 million compared to last year.

Gross margin increased from 21.0% in 2004 to 24.8% in 2005, primarily due to a combination of record activity levels in Oilfield Services, with operations at capacity in a number of regions, and continued pricing improvements in both Oilfield Services and WesternGeco. As a percentage of revenue, marketing expense was flat compared to last year. In absolute dollars, research and engineering expense increased slightly, but as a percentage of revenue decreased from 4.2% to 3.7%. General and administrative expense as a percentage of revenue decreased from 2.9% to 2.7%.

Excluding the impact of the net $64 million charge in 2004 related to the US interest rate swaps described on page 6,7, interest expense decreased $23 million, and average borrowing rates increased from 4.0%3.9% in 2004 to 4.1% compared to the same quarter last year.4.3% in 2005. The average debt balance of $4.6 billion decreased $2.3by $1.6 billion overcompared to the same quarter last year.

 

-22-


The effective tax rate for the first quartersix months of 2005 was 20.3%22.5% compared to 28.4%24.4% in the prior year. The rate in 2005 reflects the impact of the $146 million gain on the sale of the Montrouge facility. This transaction allowed for the utilization of a deferred tax asset that was previously offset by a valuation allowance and had the effect of lowering the effective tax rate during the first quartersix months of 2005 by 5.5%2.8%. The rate in 2004 reflects the impact of the $77 million of costs associated with the repurchase of European bonds which was not tax effective.effective and had the effect of increasing the effective tax rate during the first six months of 2004 by 3.3%. Excluding the impact of these significant transactions, the effective tax rate increased from the first quarter of 2004 to the first quarter of 2005. This increase is primarily attributable to a different geographicthe country mix of results in Oilfield Services, with a higher proportion of operating income derived frompretax profitability in North America in both Oilfield Services and WesternGeco.compared to the comparable period last year.

 

ChargesCredits and CreditsCharges – Continuing Operations

 

2005

 

In March 2005, Schlumberger sold its facility in Montrouge, France to a third party for $230 million, resulting in a pretax and after-tax gain of approximately $146 million, which is classified inInterest and other income in theConsolidated Statement of Income. This transaction allowed for the utilization of a deferred tax asset that was previously offset by a valuation allowance. Schlumberger also recorded other real estate related pretax charges of approximately $12 million ($11 million after-tax), which are classified inCost of goods sold and& services in theConsolidated Statement of Income.

 

2004

 

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), 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 €7 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. This charge is classified inDebt extinguishment costs in theConsolidated Statement of Income.

 

Other Charges

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 aThe above pretax non-cash charge of $73 million ($46 million after-tax) to recognize unrealized losses previously recorded in Other Comprehensive Income. The pretax charge ischarges are classified inInterest expense in theConsolidated 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 on this transaction, which reflects both banking fees and currency effect. The pretax charge is classified inInterest and other incomeDebt extinguishment costs in theConsolidated Statement of Income.

 

-18-Other Credits and Charges

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 on this transaction, which reflects both banking fees and currency effect. The pretax charge is classified inInterest and other income in theConsolidated Statement of Income. As a result of this transaction Schlumberger does not have any remaining ownership interest in Atos Origin SA.

In connection with its restructuring program, in order to reduce overhead, Schlumberger recorded a pretax and after-tax charge of $4 million related to employee terminations. This charge is classified inCost of goods sold & services in theConsolidated Statement of Income.

Schlumberger Technology Corporation settled its US Interest Rate Swaps resulting in a pretax gain of $10 million ($6 million after-tax), which is classified inInterest Expense in theConsolidated Statement of Income.

Schlumberger recorded a pretax and after-tax charge of $11 million related to a vacated leased facility in the UK, which is classified inCost of goods sold & services in theConsolidated Statement of Income.

-23-


Schlumberger recorded a pretax and after-tax credit of $5 million related to the release of a litigation reserve that was no longer required, which is classified inCost of goods sold & services in theConsolidated Statement of Income.

Schlumberger had commenced a restructuring program in order to reduce overhead. Consequently, a pretax charge

First quarter of $20 million ($14 million after-tax) was taken in the quarter related to a voluntary early retirement program in the United States and is classified inCost of goods sold& services in theConsolidated Statement of Income.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) to recognize unrealized losses previously recorded inOther Comprehensive Income. The pretax charge is classified inInterest expense in theConsolidated 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 on this transaction, which reflects both banking fees and currency effect. The pretax charge is classified inInterest and other income in theConsolidated Statement of Income.

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

 

The following is a summary of the above 2004 charges:

 

   (Stated in millions)
( Stated in millions )( Stated in millions ) 
  Pretax

  Tax

  Net

  Pretax

 Tax

 Net

 

Charges & Credits:

            

- Debt extinguishment costs

  $77  $—    $77  $115  $14  $101 

- Restructuring program charges

   20   6   14   24   6   18 

- Loss on sale of Atos Origin shares

   14   —     14   21   —     21 

- US interest-rate swap settlement gain

   (10)  (4)  (6)

- Vacated leased facility charge

   11   —     11 

- Litigation reserve release

   (5)  —     (5)

- Loss recognized on interest-rate swaps

   73   27   46   73   27   46 
  

  

  

  


 


 


  $184  $33  $151  $229  $43  $186 
  

  

  

  


 


 


 

Discontinued Operations

During the second quarter of 2005, Credence Systems Corporation, the current owners of Schlumberger’s former NPTest semiconductor testing business, agreed to settle an outstanding contingent liability by paying Schlumberger $4 million in cash and 615,157 shares of common stock valued at approximately $5 million. Schlumberger sold its NPTest semiconductor testing business in July 2003 and reported it as a discontinued operation. This $9 million pretax and after-tax gain is reported asDiscontinued Operations in theConsolidated Statement of Income in the second quarter of 2005.

 

During the first quarter of 2005, Schlumberger completed the sales of its Global Tel*Link, Public Phones and Essentis businesses for $18 million in cash. At December 31, 2004, the assets and liabilities of these businesses that were subsequently eliminated from Schlumberger’sConsolidated Balance Sheet, were aggregated and presented asAssets held for sale ($65 million) andLiabilities held for sale ($35 million).

 

During 2004, Schlumberger completed the sales of the following businesses: SchlumbergerSema, TelcomTelecom Billing Software, Infodata, Business Continuity, Axalto, Electricity Metering North America and Telecom Messaging.

 

During the first quarter of 2004, Schlumberger recognized gains, net of taxes, related to the divestitures of SchlumbergerSema, Telecom Billing Software and Infodata of $26 million, $17 million and $48 million, respectively. The results of all of these divested businessbusinesses are reported asDiscontinued Operations in theConsolidated Statement of Income.

 

-24-


During the second quarter of 2004, Schlumberger recognized gains, net of taxes, related to the divestitures of SchlumbergerSema and Business Continuity of $15 million and $48 million, respectively, and losses, net of taxes, related to the divestitures of Axalto and Electricity Metering North America of $7 million and $24 million, respectively. The results of all of these divested businesses are reported asDiscontinued Operations in theConsolidated Statement of Income. In addition, the sale of Electricity Metering North America allowed for the recognition of a deferred tax asset of $49 million, which was previously offset by a valuation allowance, related to a tax loss carryforward associated with the sale of SchlumbergerSema. Such amount was recognized as a gain withinDiscontinued Operations in theConsolidated Statement of Income during the second quarter of 2004.

The following table summarizes the results of these discontinued operations during the first quarter of 2004:operations:

 

    (Stated in millions)

Three months ended March 31,

 

  2005

  2004

Revenues

  $—    $364

Income (loss) before tax

   (1)  28

Tax expense

   —     6

Gains on disposal, net of tax

   —     91
   


 

Income from discontinued operations

  $(1) $113
   


 

(Stated in millions)

   Second Quarter

  Six Months

   2005

  2004

  2005

  2004

Revenue

  $—    $23  $—    $386
   

  

  

  

Income before tax

  $9  $27  $8  $55

Tax expense

   —     10   —     16

Gains on disposal, net of tax

   —     81   —     172
   

  

  

  

Income from discontinued operations

  $9  $98  $8  $211
   

  

  

  

 

CASH FLOW

 

During the first threesix months of 2005, cash provided by operations was $354 million$1.08 billion as net income from continuing operations plus depreciation/amortization and charges/credits, including the gain on the sale of the Montrouge facility,credits/charges were only partially offset by increases in customer receivables and inventories. Cash used by investing activities was $162$596 million, with investments in fixed assets ($699 million) and the acquisition of PetroAlliance ($32 million) offset in part by proceeds from the sale of the Montrouge facility ($230 million) mainly offset by investments in fixed assets ($315 million). Cash used by financing activities was $192$543 million as the payment of dividends to shareholders ($110234 million), stock repurchase plan ($73262 million) and a net reduction in debt of $61$165 million were only partially offset by the proceeds from employee stock plans ($52119 million).

 

-19--25-


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. Details of the change in Net Debt follows:

 

(Stated in millions)

Three Months


  2005

 

Net Debt, beginning of period

  $(1,459)

Net income from continuing operations

   524 

Excess of equity income over dividends received

   (24)

Charges and credits, net of tax and minority interest

   (134)

Depreciation and amortization

   328 

Increase in working capital requirements

   (370)

Capital expenditures

   (331)

Dividends paid

   (110)

Proceeds from stock plans

   52 

Proceeds from business divestitures

   25 

Proceeds from the sale of Montrouge facility

   230 

Stock purchase program

   (73)

Other

   14 

Translation effect on net debt

   28 
   


Net Debt, end of period

  $(1,300)
   


(Stated in millions)

Components of Net Debt


  Mar. 31
2005


  Dec. 31
2004


 

Cash and short-term investments

  $3,040  $2,997 

Fixed income investments, held to maturity

   228   204 

Bank loans and current portion of long-term debt

   (622)  (716)

Long-term debt

   (3,946)  (3,944)
   


 


   $(1,300) $(1,459)
   


 


(Stated in millions) 

Six Months


  2005

 

Net Debt, beginning of period

  $(1,459)

Income from continuing operations

   998 

Excess of equity income over dividends received

   (49)

Charges and credits, net of tax and minority interest

   (134)

Depreciation and amortization

   655 

Increase in working capital requirements

   (364)

Capital expenditures

   (727)

Dividends paid

   (234)

Proceeds from stock plans

   119 

Proceeds from business divestitures

   28 

Proceeds from the sale of Montrouge facility

   230 

PetroAlliance acquisition (cash paid, net of cash acquired)

   (32)

Net debt acquired

   (58)

Stock purchase program

   (262)

Other

   4 

Other business acquisitions

   (24)

Translation effect on net debt

   65 
   


Net Debt, end of period

  $(1,244)
   


(Stated in millions) 

Components of Net Debt


  June 30
2005


  Dec. 31
2004


 

Cash and short-term investments

  $2,913  $2,997 

Fixed income investments, held to maturity

   313   204 

Bank loans and current portion of long-term debt

   (691)  (716)

Long-term debt

   (3,779)  (3,944)
   


 


   $(1,244) $(1,459)
   


 


 

FORWARD-LOOKING STATEMENTS

 

This report 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; future effective tax rates; 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 first quarter 2005 earnings release, 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.

 

Non-US Operations

 

Schlumberger derives a significant portion of its revenues from non-US operations, which subject Schlumberger to risks which may affect such operations. Schlumberger’s non-US operations accounted for approximately 69%74% of our consolidated revenues for the second quarter and the first quarterssix months of both 2005 and 2004. Risks which may adversely affect our operations in such countries include unsettled political and economic conditions in certain areas, exposure to possible expropriation or other governmental actions, social unrest, acts of terrorism, outbreak of war or other armed conflict, deprivation of contract rights, exchange control and currency fluctuation. In addition, we are subject to risks associated with our operations in countries, including Iran, Syria, Sudan, Libya and Libya,Cuba, which are subject to trade, economic sanctions or other restrictions imposed by the US government. Although it is impossible to predict such occurrences or their effects on Schlumberger, management believes these risks are acceptable. Management also believes that the geographical diversification of our activities reduces the risk that loss of operations in any one country would be material to all the operations taken as a whole.

 

-20--26-


Item 3:Quantitative and Qualitative Disclosures aboutAbout Market Risk

 

For quantitative and qualitative disclosures about market risk affecting Schlumberger, see Item 7A, “Quantitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2004. Schlumberger’s exposure to market risk has not changed materially since December 31, 2004.

 

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 March 31,June 30, 2005 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 March 31,June 30, 2005 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

 

NoneDuring the quarter ended June 30, 2005, Schlumberger issued 67 shares of its common stock upon conversion of $5,000 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 11, 2005, Schlumberger delivered from treasury 1,150,323 shares of its common stock as partial consideration for the acquisition of an additional 25% equity stake in PetroAlliance Services Company Limited. Such shares were issued in transactions exempt from registration under Section 4(2) and Regulation 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.

 

-27-


The following table sets forth information on Schlumberger’s common stock repurchase program activity for the quarterthree months ended March 31,June 30, 2005.

 

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


  Average Price
paid per
share


  Total Number of
shares purchased
as part of publicly
announced program


  

Maximum Number of

shares that may yet

be purchased

under the program


January 1 through January 31, 2005

  —    $—    —    9,851.8

February 1 through February 28, 2005

  275.3  $68.78  275.3  9,576.5

March 1 through March 31, 2005

  737.4  $73.33  737.4  8,839.1
   
  

  
   
   1,012.7  $72.09  1,012.7   
   
  

  
   

(Stated in thousands except per share amounts)

   Total number
of shares
purchased


  Average price
paid per
share


  Total number of
shares purchased
as part of publicly
announced program


  

Maximum number of
shares that may yet
be purchased

under the program


April 1 through April 30, 2005

  139.2  $69.54  139.2  8,699.9

May 1 through May 31, 2005

  2,285.8  $67.70  2,285.8  6,414.1

June 1 through June 30, 2005

  340.0  $73.54  340.0  6,074.1
   
  

  
   
   2,765.0  $68.51  2,765.0   
   
  

  
   

 

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.

-21-


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

a)The Annual General Meeting of Stockholders of the Registrant (“the Meeting”) was held on April 13, 2005.

b)At the Meeting, the number of Directors was fixed at 12 and the following 12 individuals were elected to comprise the entire Board of Directors of the Registrant, each to hold office until the next Annual General Meeting of Stockholders and until a director’s successor is elected and qualified or until a director’s death, resignation or removal. All of the nominees, except Michael E. Marks and Rana Talwar, were directors who were previously elected by the stockholders.

John Deutch

Jamie S. Gorelick

Andrew Gould

Tony Isaac

Adrian Lajous

André Lévy-Lang

Michael E. Marks

Didier Primat

Tore I. Sandvold

Nicolas Seydoux

Linda Gillespie Stuntz

Rana Talwar

c)The Meeting also voted (i) to adopt and approve the Company’s Consolidated Balance Sheet as at December 31, 2004, its Consolidated Statement of Income for the year ended December 31, 2004, and the declaration of dividends reflected in the Company’s 2004 Annual Report to Stockholders; (ii) to approve mandatory amendments to the Company’s Articles of Incorporation; (iii) to approve voluntary amendments to the Articles of Incorporation; (iv) to approve and adopt the Schlumberger 2005 Stock Option Plan; (v) to approve and adopt an amendment to the Schlumberger Discounted Stock Purchase Plan and (vi) to approve the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the accounts of the Company for the year 2005.

The votes cast were as follows:

Directors


  For

  Withheld

John Deutch

  357,396,755  136,667,686

Jamie S. Gorelick

  488,854,213  5,210,228

Andrew Gould

  484,777,456  9,286,985

Tony Isaac

  489,369,815  4,694,626

Adrian Lajous

  489,379,712  4,684,729

André Lévy-Lang

Michael E. Marks

Didier Primat

  484,402,996
489,286,937
424,786,130
  9,661,445
4,777,504
69,278,311

Tore I. Sandvold

  489,220,317  4,844,124

Nicolas Seydoux

  484,591,042  9,473,399

Linda G. Stuntz

  484,692,880  9,371,561

Rana Talwar

  488,832,584  5,231,857

-22-


Financials:

For


 

Against


 

Abstain


478,363,520 591,227 15,109,694

Mandatory Amendments to the Articles of Incorporation:

For


 

Against


 

Abstain


413,035,653 7,638,426 5,125,597

Voluntary Amendments to the Articles of Incorporation:

For


 

Against


 

Abstain


409,295,837 11,178,638 5,325,201

Schlumberger 2005 Stock Option Plan:

For


 

Against


 

Abstain


410,619,746 10,598,931 4,580,999

Amendment to Schlumberger Discounted Stock Purchase Plan:

For


 

Against


 

Abstain


417,754,868 3,495,272 4,549,536

PricewaterhouseCoopers:

For


 

Against


 

Abstain


484,469,619 5,678,875 3,915,947

 

Item 6: Exhibits

 

Exhibit 3.1 Articles of Incorporation of Schlumberger LimitedN.V. (Schlumberger N.V.)Limited) as last amended and restated on April 13, 2005 (incorporated by reference to Appendix 1 to Schlumberger’s definitive proxy statement for the 2005 Annual General Meeting of Stockholders held on April 13, 2005).

 

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

 

Exhibit 10.1 FormSchlumberger 2005 Stock Option Plan (incorporated by reference to Appendix 2 to Schlumberger’s definitive proxy statement for the 2005 Annual General Meeting of IndemnificationStockholders held on April 13, 2005).

Exhibit 10.2 Fifth Amendment to Schlumberger Discounted Stock Purchase Plan (incorporated by reference to Appendix 3 to Schlumberger’s definitive proxy statement for the 2005 Annual General Meeting of Stockholders held on April 13, 2005).

Exhibit 10.3 Purchase Agreement, dated June 28, 2005, among Schlumberger N.V. (Schlumberger Limited), Lehman Brothers Inc., Kellyanna Limited Company and the selling stockholders named therein (incorporated by reference to Exhibit 10.1 to1.1 of Schlumberger’s Current Report on Form 8-K filed on April 22,June 29, 2005).

 

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.

 

-23--28-


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: AprilJuly 28, 2005

 

/s/ Frank A. SorgieHoward Guild


  Frank A. SorgieHoward Guild
  

Chief Accounting Officer and Duly Authorized

Authorized Signatory

 

-24--29-