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, 2016
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, 17th FLOOR |
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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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
x |
Accelerated filer |
¨ |
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Non-accelerated filer |
¨ (Do not check if a smaller reporting company) |
Smaller reporting company |
¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
Outstanding at June 30, 2016 |
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COMMON STOCK, $0.01 PAR VALUE PER SHARE |
1,390,693,530 |
Second Quarter 2016 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 |
20 |
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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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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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29 |
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Item 4. |
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29 |
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Item 5. |
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29 |
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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
(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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2016 |
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2015 |
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2016 |
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2015 |
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Revenue |
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Services |
$ |
4,955 |
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$ |
8,080 |
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$ |
10,718 |
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$ |
17,322 |
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Product sales |
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2,209 |
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930 |
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2,966 |
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1,936 |
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Total Revenue |
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7,164 |
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9,010 |
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13,684 |
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19,258 |
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Interest & other income |
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54 |
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47 |
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98 |
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96 |
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Expenses |
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Cost of services |
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4,332 |
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6,368 |
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9,126 |
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13,641 |
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Cost of sales |
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1,983 |
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768 |
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2,648 |
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1,591 |
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Research & engineering |
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257 |
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279 |
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497 |
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546 |
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General & administrative |
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103 |
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120 |
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213 |
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239 |
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Impairments & other |
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2,573 |
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- |
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2,573 |
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439 |
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Merger & integration |
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335 |
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- |
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335 |
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- |
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Interest |
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149 |
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86 |
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282 |
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168 |
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Income (loss) before taxes |
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(2,514 |
) |
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1,436 |
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(1,892 |
) |
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2,730 |
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Taxes on income (loss) |
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(368 |
) |
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302 |
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(269 |
) |
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608 |
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Net income (loss) |
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(2,146 |
) |
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1,134 |
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(1,623 |
) |
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2,122 |
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Net income attributable to noncontrolling interests |
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14 |
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10 |
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36 |
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23 |
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Net income (loss) attributable to Schlumberger |
$ |
(2,160 |
) |
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$ |
1,124 |
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$ |
(1,659 |
) |
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$ |
2,099 |
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Basic earnings (loss) per share of Schlumberger |
$ |
(1.56 |
) |
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$ |
0.89 |
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$ |
(1.26 |
) |
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$ |
1.65 |
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Diluted earnings (loss) per share of Schlumberger |
$ |
(1.56 |
) |
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$ |
0.88 |
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$ |
(1.26 |
) |
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$ |
1.64 |
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Average shares outstanding: |
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Basic |
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1,389 |
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1,269 |
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1,321 |
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1,273 |
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Assuming dilution |
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1,389 |
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1,280 |
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1,321 |
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1,282 |
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See Notes to Consolidated Financial Statements
3
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
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(Stated in millions) |
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Second Quarter |
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Six Months |
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2016 |
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2015 |
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2016 |
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2015 |
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Net income (loss) |
$ |
(2,146 |
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$ |
1,134 |
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$ |
(1,623 |
) |
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$ |
2,122 |
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Currency translation adjustments |
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Unrealized net change arising during the period |
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(70 |
) |
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19 |
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(51 |
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(94 |
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Marketable securities |
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Unrealized gain (loss) arising during the period |
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- |
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8 |
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3 |
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(10 |
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Cash flow hedges |
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Net gain (loss) on cash flow hedges |
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17 |
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42 |
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(68 |
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(110 |
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Reclassification to net income (loss) of net realized loss |
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(14 |
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22 |
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80 |
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140 |
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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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34 |
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69 |
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79 |
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143 |
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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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26 |
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24 |
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51 |
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51 |
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Income taxes on pension and other postretirement benefit plans |
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(7 |
) |
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(7 |
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(14 |
) |
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(22 |
) |
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Comprehensive income (loss) |
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(2,160 |
) |
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1,311 |
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(1,543 |
) |
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2,220 |
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Comprehensive income attributable to noncontrolling interests |
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14 |
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10 |
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36 |
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23 |
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Comprehensive income (loss) attributable to Schlumberger |
$ |
(2,174 |
) |
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$ |
1,301 |
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$ |
(1,579 |
) |
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$ |
2,197 |
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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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2016 |
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Dec. 31, |
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(Unaudited) |
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2015 |
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ASSETS |
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Current Assets |
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Cash |
$ |
2,947 |
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$ |
2,793 |
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Short-term investments |
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8,245 |
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10,241 |
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Receivables less allowance for doubtful accounts (2016 - $381; 2015 - $333) |
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9,374 |
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8,780 |
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Inventories |
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5,001 |
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3,756 |
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Deferred taxes |
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391 |
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208 |
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Other current assets |
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1,237 |
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1,134 |
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27,195 |
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26,912 |
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Fixed Income Investments, held to maturity |
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386 |
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418 |
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Investments in Affiliated Companies |
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1,276 |
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3,311 |
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Fixed Assets less accumulated depreciation |
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13,226 |
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13,415 |
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Multiclient Seismic Data |
|
976 |
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1,026 |
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Goodwill |
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24,603 |
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15,605 |
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Intangible Assets |
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9,921 |
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4,569 |
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Other Assets |
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3,588 |
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2,749 |
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$ |
81,171 |
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$ |
68,005 |
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LIABILITIES AND EQUITY |
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Current Liabilities |
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Accounts payable and accrued liabilities |
$ |
9,494 |
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$ |
7,727 |
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Estimated liability for taxes on income |
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1,043 |
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|
1,203 |
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Long-term debt - current portion |
|
2,385 |
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|
3,011 |
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Short-term borrowings |
|
986 |
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|
1,546 |
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Dividends payable |
|
701 |
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|
634 |
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14,609 |
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14,121 |
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Long-term Debt |
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18,252 |
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|
14,442 |
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Postretirement Benefits |
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1,341 |
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|
1,434 |
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Deferred Taxes |
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2,631 |
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|
1,075 |
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Other Liabilities |
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1,359 |
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|
1,028 |
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38,192 |
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32,100 |
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Equity |
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Common stock |
|
12,835 |
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|
12,693 |
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Treasury stock |
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(3,636 |
) |
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(13,372 |
) |
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Retained earnings |
|
37,889 |
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|
40,870 |
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Accumulated other comprehensive loss |
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(4,478 |
) |
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(4,558 |
) |
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Schlumberger stockholders' equity |
|
42,610 |
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|
35,633 |
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Noncontrolling interests |
|
369 |
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|
272 |
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42,979 |
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|
35,905 |
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$ |
81,171 |
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$ |
68,005 |
|
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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||||||
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Six Months Ended Jun. 30, |
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|||||
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2016 |
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2015 |
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Cash flows from operating activities: |
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Net income (loss) |
$ |
(1,623 |
) |
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$ |
2,122 |
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Adjustments to reconcile net income to cash provided by operating activities: |
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|
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Impairments and other charges |
|
2,908 |
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|
439 |
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Depreciation and amortization (1) |
|
2,080 |
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|
2,089 |
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Stock-based compensation expense |
|
145 |
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|
167 |
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Pension and other postretirement benefits expense |
|
92 |
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|
217 |
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Pension and other postretirement benefits funding |
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(83 |
) |
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(214 |
) |
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Earnings of equity method investments, less dividends received |
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(30 |
) |
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|
(65 |
) |
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Change in assets and liabilities: (2) |
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|
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Decrease in receivables |
|
1,057 |
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|
|
1,682 |
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Decrease in inventories |
|
334 |
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|
39 |
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Decrease (increase) in other current assets |
|
92 |
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|
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(13 |
) |
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(Increase) decrease in other assets |
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(247 |
) |
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|
3 |
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Decrease in accounts payable and accrued liabilities |
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(1,491 |
) |
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|
(2,126 |
) |
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Decrease in estimated liability for taxes on income |
|
(242 |
) |
|
|
(419 |
) |
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Increase (decrease) in other liabilities |
|
11 |
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|
|
(86 |
) |
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Other |
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(161 |
) |
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|
249 |
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
2,842 |
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|
|
4,084 |
|
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Cash flows from investing activities: |
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|
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|
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|
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Capital expenditures |
|
(998 |
) |
|
|
(1,193 |
) |
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SPM investments |
|
(729 |
) |
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|
(222 |
) |
|
Multiclient seismic data costs capitalized |
|
(333 |
) |
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|
(221 |
) |
|
Business acquisitions and investments, net of cash acquired |
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(2,220 |
) |
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|
(171 |
) |
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Sale of investments, net |
|
3,476 |
|
|
|
610 |
|
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Other |
|
26 |
|
|
|
(119 |
) |
|
NET CASH USED IN INVESTING ACTIVITIES |
|
(778 |
) |
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|
(1,316 |
) |
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Cash flows from financing activities: |
|
|
|
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|
|
|
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Dividends paid |
|
(1,255 |
) |
|
|
(1,151 |
) |
|
Proceeds from employee stock purchase plan |
|
116 |
|
|
|
144 |
|
|
Proceeds from exercise of stock options |
|
79 |
|
|
|
112 |
|
|
Stock repurchase program |
|
(506 |
) |
|
|
(1,239 |
) |
|
Proceeds from issuance of long-term debt |
|
3,560 |
|
|
|
1,779 |
|
|
Repayment of long-term debt |
|
(3,401 |
) |
|
|
(2,340 |
) |
|
Net (decrease) increase in short-term borrowings |
|
(564 |
) |
|
|
586 |
|
|
Other |
|
48 |
|
|
|
(2 |
) |
|
NET CASH USED IN FINANCING ACTIVITIES |
|
(1,923 |
) |
|
|
(2,111 |
) |
|
CASH FLOWS USED IN DISCONTINUED OPERATIONS - OPERATING ACTIVITIES |
|
- |
|
|
|
(233 |
) |
|
Net increase in cash before translation effect |
|
141 |
|
|
|
424 |
|
|
Translation effect on cash |
|
13 |
|
|
|
(13 |
) |
|
Cash, beginning of period |
|
2,793 |
|
|
|
3,130 |
|
|
Cash, end of period |
$ |
2,947 |
|
|
$ |
3,541 |
|
(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, 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 |
|
|
|
(Stated in millions) |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Retained |
|
|
Comprehensive |
|
|
Noncontrolling |
|
|
|
|
|
||||||||
|
January 1, 2015 – June 30, 2015 |
Issued |
|
|
In Treasury |
|
|
Earnings |
|
|
Loss |
|
|
Interests |
|
|
Total |
|
||||||
|
Balance, January 1, 2015 |
$ |
12,495 |
|
|
$ |
(11,772 |
) |
|
$ |
41,333 |
|
|
$ |
(4,206 |
) |
|
$ |
199 |
|
|
$ |
38,049 |
|
|
Net income |
|
|
|
|
|
|
|
|
|
2,099 |
|
|
|
|
|
|
|
23 |
|
|
|
2,122 |
|
|
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
(94 |
) |
|
|
|
|
|
|
(94 |
) |
|
Changes in unrealized gain on marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
(10 |
) |
|
Changes in fair value of cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
|
|
|
|
30 |
|
|
Pension and other postretirement benefit plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
172 |
|
|
|
|
|
|
|
172 |
|
|
Shares sold to optionees, less shares exchanged |
|
(25 |
) |
|
|
137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112 |
|
|
Vesting of restricted stock |
|
(67 |
) |
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Shares issued under employee stock purchase plan |
|
9 |
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144 |
|
|
Stock repurchase program |
|
|
|
|
|
(1,239 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,239 |
) |
|
Stock-based compensation expense |
|
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167 |
|
|
Dividends declared ($1.00 per share) |
|
|
|
|
|
|
|
|
|
(1,274 |
) |
|
|
|
|
|
|
|
|
|
|
(1,274 |
) |
|
Other |
|
7 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
6 |
|
|
Balance, June 30, 2015 |
$ |
12,586 |
|
|
$ |
(12,671 |
) |
|
$ |
42,158 |
|
|
$ |
(4,108 |
) |
|
$ |
220 |
|
|
$ |
38,185 |
|
SHARES OF COMMON STOCK
(Unaudited)
|
|
|
|
|
|
(Stated in millions) |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
Issued |
|
|
In Treasury |
|
|
Outstanding |
|
|||
|
Balance, January 1, 2016 |
|
1,434 |
|
|
|
(178 |
) |
|
|
1,256 |
|
|
Acquisition of Cameron International Corporation |
|
- |
|
|
|
138 |
|
|
|
138 |
|
|
Shares sold to optionees, less shares exchanged |
|
- |
|
|
|
2 |
|
|
|
2 |
|
|
Vesting of restricted stock |
|
- |
|
|
|
1 |
|
|
|
1 |
|
|
Shares issued under employee stock purchase plan |
|
||||||||||