UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2017
Commission file No.: 1-4601
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
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CURAÇAO |
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52-0684746 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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42 RUE SAINT-DOMINIQUE |
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PARIS, FRANCE |
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75007 |
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5599 SAN FELIPE |
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HOUSTON, TEXAS, U.S.A. |
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77056 |
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62 BUCKINGHAM GATE |
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LONDON, UNITED KINGDOM |
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SW1E 6AJ |
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PARKSTRAAT 83 THE HAGUE, |
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THE NETHERLANDS |
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2514 JG |
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(Addresses of principal executive offices) |
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(Zip Codes) |
Registrant’s telephone number in the United States, including area code, is: (713) 513-2000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
Outstanding at June 30, 2017 |
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COMMON STOCK, $0.01 PAR VALUE PER SHARE |
1,384,524,170 |
Second Quarter 2017 Form 10-Q
Table of Contents
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Page |
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PART I |
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Financial Information |
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Item 1. |
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3 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 |
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Item 3. |
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27 |
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Item 4. |
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27 |
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PART II |
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Other Information |
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Item 1. |
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28 |
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Item 1A. |
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28 |
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Item 2. |
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28 |
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Item 3. |
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28 |
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Item 4. |
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28 |
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Item 5. |
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28 |
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Item 6. |
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30 |
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Certifications |
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2
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (LOSS)
(Unaudited)
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(Stated in millions, except per share amounts) |
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Second Quarter |
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Six Months |
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2017 |
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2016 |
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2017 |
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2016 |
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Revenue |
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Services |
$ |
5,477 |
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$ |
4,955 |
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$ |
10,414 |
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$ |
10,718 |
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Product sales |
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1,985 |
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2,209 |
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3,942 |
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2,966 |
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Total Revenue |
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7,462 |
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7,164 |
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14,356 |
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13,684 |
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Interest & other income |
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62 |
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54 |
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108 |
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98 |
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Expenses |
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Cost of services |
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4,624 |
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4,332 |
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8,875 |
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9,127 |
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Cost of sales |
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1,844 |
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2,133 |
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3,669 |
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2,798 |
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Research & engineering |
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196 |
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257 |
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406 |
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497 |
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General & administrative |
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110 |
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103 |
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208 |
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213 |
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Impairments & other |
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510 |
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2,573 |
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510 |
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2,573 |
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Merger & integration |
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81 |
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185 |
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164 |
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185 |
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Interest |
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142 |
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149 |
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281 |
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282 |
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Income (loss) before taxes |
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17 |
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(2,514 |
) |
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351 |
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(1,893 |
) |
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Taxes on income (loss) |
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98 |
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(368 |
) |
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148 |
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(270 |
) |
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Net income (loss) |
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(81 |
) |
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(2,146 |
) |
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203 |
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(1,623 |
) |
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Net income (loss) attributable to noncontrolling interests |
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(7 |
) |
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14 |
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(2 |
) |
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36 |
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Net income (loss) attributable to Schlumberger |
$ |
(74 |
) |
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$ |
(2,160 |
) |
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$ |
205 |
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$ |
(1,659 |
) |
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Basic earnings (loss) per share of Schlumberger |
$ |
(0.05 |
) |
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$ |
(1.56 |
) |
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$ |
0.15 |
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$ |
(1.26 |
) |
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Diluted earnings (loss) per share of Schlumberger |
$ |
(0.05 |
) |
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$ |
(1.56 |
) |
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$ |
0.15 |
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$ |
(1.26 |
) |
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Average shares outstanding: |
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Basic |
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1,387 |
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1,389 |
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1,390 |
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1,321 |
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Assuming dilution |
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1,387 |
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1,389 |
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1,397 |
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1,321 |
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See Notes to Consolidated Financial Statements
3
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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(Stated in millions) |
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Second Quarter |
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Six Months |
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2017 |
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2016 |
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2017 |
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2016 |
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Net income (loss) |
$ |
(81 |
) |
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$ |
(2,146 |
) |
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$ |
203 |
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$ |
(1,623 |
) |
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Currency translation adjustments |
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Unrealized net change arising during the period |
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(71 |
) |
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(70 |
) |
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(26 |
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(51 |
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Marketable securities |
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Unrealized gain (loss) arising during the period |
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(21 |
) |
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- |
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(25 |
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3 |
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Cash flow hedges |
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Net gain (loss) on cash flow hedges |
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- |
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17 |
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11 |
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(68 |
) |
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Reclassification to net income (loss) of net realized loss (gain) |
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8 |
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(14 |
) |
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8 |
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80 |
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Pension and other postretirement benefit plans |
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Actuarial loss |
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Amortization to net income (loss) of net actuarial loss |
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36 |
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34 |
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79 |
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79 |
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Prior service cost |
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Amortization to net income (loss) of net prior service cost |
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20 |
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26 |
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40 |
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51 |
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Income taxes on pension and other postretirement benefit plans |
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(1 |
) |
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(7 |
) |
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(2 |
) |
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(14 |
) |
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Comprehensive income (loss) |
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(110 |
) |
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(2,160 |
) |
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288 |
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(1,543 |
) |
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Comprehensive income (loss) attributable to noncontrolling interests |
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(7 |
) |
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14 |
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(2 |
) |
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36 |
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Comprehensive income (loss) attributable to Schlumberger |
$ |
(103 |
) |
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$ |
(2,174 |
) |
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$ |
290 |
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$ |
(1,579 |
) |
See Notes to Consolidated Financial Statements
4
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
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(Stated in millions) |
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Jun. 30, |
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2017 |
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Dec. 31, |
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(Unaudited) |
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2016 |
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ASSETS |
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Current Assets |
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Cash |
$ |
1,903 |
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$ |
2,929 |
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Short-term investments |
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4,315 |
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6,328 |
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Receivables less allowance for doubtful accounts (2017 - $345; 2016 - $397) |
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8,925 |
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9,387 |
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Inventories |
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4,338 |
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4,225 |
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Other current assets |
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1,792 |
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1,058 |
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21,273 |
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23,927 |
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Fixed Income Investments, held to maturity |
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13 |
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238 |
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Investments in Affiliated Companies |
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1,553 |
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1,243 |
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Fixed Assets less accumulated depreciation |
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12,358 |
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12,821 |
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Multiclient Seismic Data |
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1,042 |
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1,073 |
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Goodwill |
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25,058 |
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24,990 |
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Intangible Assets |
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9,636 |
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9,855 |
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Other Assets |
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3,929 |
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3,809 |
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$ |
74,862 |
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$ |
77,956 |
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LIABILITIES AND EQUITY |
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Current Liabilities |
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Accounts payable and accrued liabilities |
$ |
9,444 |
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$ |
10,016 |
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Estimated liability for taxes on income |
|
1,159 |
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|
1,188 |
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Short-term borrowings and current portion of long-term debt |
|
2,224 |
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3,153 |
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Dividends payable |
|
700 |
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|
702 |
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13,527 |
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15,059 |
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Long-term Debt |
|
16,600 |
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|
16,463 |
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Postretirement Benefits |
|
1,385 |
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|
1,495 |
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Deferred Taxes |
|
2,000 |
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|
1,880 |
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Other Liabilities |
|
1,398 |
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|
1,530 |
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34,910 |
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36,427 |
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Equity |
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Common stock |
|
12,843 |
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|
12,801 |
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Treasury stock |
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(4,049 |
) |
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(3,550 |
) |
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Retained earnings |
|
35,284 |
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|
36,470 |
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Accumulated other comprehensive loss |
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(4,558 |
) |
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(4,643 |
) |
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Schlumberger stockholders' equity |
|
39,520 |
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|
|
41,078 |
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Noncontrolling interests |
|
432 |
|
|
|
451 |
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39,952 |
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41,529 |
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$ |
74,862 |
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$ |
77,956 |
|
See Notes to Consolidated Financial Statements
5
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
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(Stated in millions) |
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Six Months Ended June 30, |
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|||||
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2017 |
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2016 |
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Cash flows from operating activities: |
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Net income (loss) |
$ |
203 |
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$ |
(1,623 |
) |
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Adjustments to reconcile net income (loss) to cash provided by operating activities: |
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|
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Impairments and other charges |
|
674 |
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|
2,908 |
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Depreciation and amortization (1) |
|
1,975 |
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|
2,080 |
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Pension and other postretirement benefits expense |
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52 |
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|
92 |
|
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Stock-based compensation expense |
|
180 |
|
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|
145 |
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Pension and other postretirement benefits funding |
|
(74 |
) |
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(83 |
) |
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Earnings of equity method investments, less dividends received |
|
(30 |
) |
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|
(30 |
) |
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Change in assets and liabilities: (2) |
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|
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(Increase) decrease in receivables |
|
(406 |
) |
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|
1,057 |
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(Increase) decrease in inventories |
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(51 |
) |
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|
334 |
|
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(Increase) decrease in other current assets |
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(123 |
) |
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|
92 |
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Increase in other assets |
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(140 |
) |
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(247 |
) |
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Decrease in accounts payable and accrued liabilities |
|
(738 |
) |
|
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(1,491 |
) |
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Decrease in estimated liability for taxes on income |
|
(21 |
) |
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|
(242 |
) |
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(Decrease) increase in other liabilities |
|
(37 |
) |
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|
11 |
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Other |
|
50 |
|
|
|
(161 |
) |
|
NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
1,514 |
|
|
|
2,842 |
|
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Cash flows from investing activities: |
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|
|
|
|
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Capital expenditures |
|
(884 |
) |
|
|
(998 |
) |
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SPM investments |
|
(328 |
) |
|
|
(729 |
) |
|
Multiclient seismic data costs capitalized |
|
(190 |
) |
|
|
(333 |
) |
|
Business acquisitions and investments, net of cash acquired |
|
(364 |
) |
|
|
(2,220 |
) |
|
Sale of investments, net |
|
2,245 |
|
|
|
3,476 |
|
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Other |
|
(61 |
) |
|
|
26 |
|
|
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES |
|
418 |
|
|
|
(778 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Dividends paid |
|
(1,393 |
) |
|
|
(1,255 |
) |
|
Proceeds from employee stock purchase plan |
|
96 |
|
|
|
116 |
|
|
Proceeds from exercise of stock options |
|
47 |
|
|
|
79 |
|
|
Stock repurchase program |
|
(770 |
) |
|
|
(506 |
) |
|
Proceeds from issuance of long-term debt |
|
625 |
|
|
|
3,560 |
|
|
Repayment of long-term debt |
|
(475 |
) |
|
|
(3,401 |
) |
|
Net decrease in short-term borrowings |
|
(1,097 |
) |
|
|
(564 |
) |
|
Other |
|
(2 |
) |
|
|
48 |
|
|
NET CASH USED IN FINANCING ACTIVITIES |
|
(2,969 |
) |
|
|
(1,923 |
) |
|
Net (decrease) increase in cash before translation effect |
|
(1,037 |
) |
|
|
141 |
|
|
Translation effect on cash |
|
11 |
|
|
|
13 |
|
|
Cash, beginning of period |
|
2,929 |
|
|
|
2,793 |
|
|
Cash, end of period |
$ |
1,903 |
|
|
$ |
2,947 |
|
(1) Includes depreciation of property, plant and equipment and amortization of intangible assets, multiclient seismic data costs and SPM investments.
(2) Net of the effect of business acquisitions.
See Notes to Consolidated Financial Statements
6
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
|
|
(Stated in millions) |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Retained |
|
|
Comprehensive |
|
|
Noncontrolling |
|
|
|
|
|
||||||||
|
January 1, 2017 – June 30, 2017 |
Issued |
|
|
In Treasury |
|
|
Earnings |
|
|
Loss |
|
|
Interests |
|
|
Total |
|
||||||
|
Balance, January 1, 2017 |
$ |
12,801 |
|
|
$ |
(3,550 |
) |
|
$ |
36,470 |
|
|
$ |
(4,643 |
) |
|
$ |
451 |
|
|
$ |
41,529 |
|
|
Net income |
|
|
|
|
|
|
|
|
|
205 |
|
|
|
|
|
|
|
(2 |
) |
|
|
203 |
|
|
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
(26 |
) |
|
|
|
|
|
|
(26 |
) |
|
Changes in unrealized gain on marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
(25 |
) |
|
|
|
|
|
|
(25 |
) |
|
Changes in fair value of cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
19 |
|
|
Pension and other postretirement benefit plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
117 |
|
|
|
|
|
|
|
117 |
|
|
Shares sold to optionees, less shares exchanged |
|
(33 |
) |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47 |
|
|
Vesting of restricted stock |
|
(80 |
) |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Shares issued under employee stock purchase plan |
|
(12 |
) |
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96 |
|
|
Stock repurchase program |
|
|
|
|
|
(770 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(770 |
) |
|
Stock-based compensation expense |
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
180 |
|
|
Dividends declared ($1.00 per share) |
|
|
|
|
|
|
|
|
|
(1,391 |
) |
|
|
|
|
|
|
|
|
|
|
(1,391 |
) |
|
Other |
|
(13 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
(17 |
) |
|
|
(27 |
) |
|
Balance, June 30, 2017 |
$ |
12,843 |
|
|
$ |
(4,049 |
) |
|
$ |
35,284 |
|
|
$ |
(4,558 |
) |
|
$ |
432 |
|
|
$ |
39,952 |
|
|
|
(Stated in millions) |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Retained |
|
|
Comprehensive |
|
|
Noncontrolling |
|
|
|
|
|
||||||||
|
January 1, 2016 – June 30, 2016 |
Issued |
|
|
In Treasury |
|
|
Earnings |
|
|
Loss |
|
|
Interests |
|
|
Total |
|
||||||
|
Balance, January 1, 2016 |
$ |
12,693 |
|
|
$ |
(13,372 |
) |
|
$ |
40,870 |
|
|
$ |
(4,558 |
) |
|
$ |
272 |
|
|
$ |
35,905 |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
(1,659 |
) |
|
|
|
|
|
|
36 |
|
|
|
(1,623 |
) |
|
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
(51 |
) |
|
|
|
|
|
|
(51 |
) |
|
Changes in unrealized gain on marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
Changes in fair value of cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
12 |
|
|
Pension and other postretirement benefit plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
116 |
|
|
|
|
|
|
|
116 |
|
|
Shares sold to optionees, less shares exchanged |
|
(38 |
) |
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79 |
|
|
Vesting of restricted stock |
|
(63 |
) |
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Shares issued under employee stock purchase plan |
|
(19 |
) |
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116 |
|
|
Stock repurchase program |
|
|
|
|
|
(506 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(506 |
) |
|
Stock-based compensation expense |
|
145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145 |
|
|
Dividends declared ($1.00 per share) |
|
|
|
|
|
|
|
|
|
(1,322 |
) |
|
|
|
|
|
|
|
|
|
|
(1,322 |
) |
|
Acquisition of Cameron International Corporation |
|
103 |
|
|
|
9,924 |
|
|
|
|
|
|
|
|
|
|
|
57 |
|
|
|
10,084 |
|
|
Other |
|
14 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
21 |
|
|
Balance, June 30, 2016 |
$ |
12,835 |
|
|
$ |
(3,636 |
) |
|
$ |
37,889 |
|
|
$ |
(4,478 |
) |
|
$ |
369 |
|
|
$ |
42,979 |
|
SHARES OF COMMON STOCK
(Unaudited)
|
|
|
|
|
|
(Stated in millions) |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
Issued |
|
|
In Treasury |
|
|
Outstanding |
|
|||
|
Balance, January 1, 2017 |
|
1,434 |
|
|
|
(43 |
) |
|
|
1,391 |
|
|
Shares sold to optionees, less shares exchanged |
|
- |
|
|
|
1 |
|
|
|
1 |
|
|
Vesting of restricted stock |
|
- |
|
|
|
1 |
|
|
|
1 |
|
|
Shares issued under employee stock purchase plan |
|
- |
|
|
|
2 |
|
|
|
2 |
|
|
Stock repurchase program |
|
- |
|
|
|
(10 |
) |
|
|
(10 |
) |
|
Balance, June 30, 2017 |
|
1,434 |
|
|
|
(49 |
) |
|
|
1,385 |
|
See Notes to Consolidated Financial Statements
7
SCHLUMBERGER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Schlumberger Limited and its subsidiaries (Schlumberger) have been prepared in accordance with generally accepted accounting principles in the United States of America 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 Schlumberger management, all adjustments considered necessary for a fair statement have been included in the accompanying unaudited financial statements. All intercompany transactions and balances have been eliminated in consolidation. Operating results for the six-month period ended June 30, 2017 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2017. The December 31, 2016 balance sheet information has been derived from the Schlumberger 2016 audited financial statements. For further information, refer to the Consolidated Financial Statements and notes thereto included in the Schlumberger Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on January 25, 2017.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. Schlumberger will adopt this ASU on January 1, 2018. Schlumberger does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU requires lessees to recognize a right of use asset and lease liability on the balance sheet for all leases, with the exception of short-term leases. Schlumberger will adopt this ASU on January 1, 2019. Based on its current lease portfolio, Schlumberger estimates that the adoption of this ASU will result in approximately $1.3 billion of additional assets and liabilities being reflected on its Consolidated Balance Sheet.
2. Charges and Credits
Schlumberger recorded the following charges and credits during the first six months of 2017:
Second quarter 2017:
|
|
• |
During the second quarter of 2017, Schlumberger entered into a financing agreement with its primary customer in Venezuela. This agreement resulted in the exchange of $700 million of outstanding accounts receivable for a promissory note with a three-year term that bears interest at the rate of 6.50% per annum. Schlumberger recorded this note at its estimated fair value on the date of the exchange, which resulted in a pretax and after-tax charge of $460 million. Schlumberger is accounting for the promissory note as an available-for-sale security reported at fair value in Other Assets, with unrealized gains and losses included as a component of Accumulated other comprehensive loss. The fair value of the promissory notes is based on management’s estimate of pricing assumptions that market participants would use. |
During the second quarter of 2017, Schlumberger also entered into discussions with another customer relating to certain of its outstanding accounts receivable. As a result of these ongoing discussions, Schlumberger recorded a pretax charge of $50 million ($38 million after taxes and noncontrolling interests) to adjust these receivables to their estimated net realizable value.
These charges are classified in Impairments & other in the Consolidated Statement of Income (Loss).
|
|
• |
In connection with Schlumberger’s acquisition of Cameron (See Note 4 – Acquisition of Cameron), Schlumberger recorded $81 million of pretax charges ($64 million after-tax) consisting of employee benefits, facility consolidation and other merger and integration-related costs. These charges are classified in Merger & integration in the Consolidated Statement of Income (Loss). |
First quarter of 2017:
|
|
• |
In connection with Schlumberger’s acquisition of Cameron (See Note 4 – Acquisition of Cameron), Schlumberger recorded $82 million of pretax charges ($68 million after-tax) consisting of employee benefits, facility consolidation and other merger and integrat |