SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------- FORM 10-Q --------- QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------------------- For the Quarter ended: Commission file No.: MARCH 31, 1998 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 (I.R.S. Employer INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 277 PARK AVENUE NEW YORK, NEW YORK, U.S.A. 10172 42 RUE SAINT-DOMINIQUE PARIS, FRANCE 75007 PARKSTRAAT 83 THE HAGUE, THE NETHERLANDS 2514 JG --------------- ----------- (Addresses of principal executive (Zip Codes) offices) Registrant's telephone number: (212) 350-9400 Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 1998 ------------------ ----------------------------- COMMON STOCK, $0.01 PAR VALUE 498,800,992 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) Three Months Ended March 31, ----------------------------------------- 1998 1997 ----------------- --------------- REVENUE: Operating $2,800,134 $2,402,060 Interest and other income 34,199 18,105 ---------- ---------- 2,834,333 2,420,165 ---------- ---------- EXPENSES: Cost of goods sold and services 2,035,462 1,782,788 Research & engineering 135,833 117,953 Marketing 81,509 74,633 General 101,051 87,781 Interest 23,246 17,819 Taxes on income 106,500 79,248 ---------- ---------- 2,483,601 2,160,222 ---------- ---------- Net Income $ 350,732 $ 259,943 ========== ========== Basic Earnings Per Share $ 0.70 $ 0.53 ========== ========== Diluted Earnings Per Share $ 0.68 $ 0.51 ========== ========== Average shares outstanding 498,273 493,426 ========== ========== Average shares outstanding assuming dilution 518,444 509,219 ========== ========== Dividends declared per share $ 0.1875 $ 0.1875 ========== ========== See notes to consolidated financial statements -2- SCHLUMBERGER LIMITED -------------------- (Schlumberger N.V., Incorporated in the Netherlands Antilles) and Subsidiary Companies CONSOLIDATED BALANCE SHEET -------------------------- (Unaudited) (Dollars in thousands) Mar. 31, Dec. 31, 1998 1997 ----------- ----------- ASSETS - ------ CURRENT ASSETS: Cash and short-term investments $ 1,704,732 $ 1,761,077 Receivables less allowance for doubtful accounts (1998 - $68,452; 1997 - $60,535) 2,952,583 2,819,898 Inventories 1,171,884 1,094,070 Deferred taxes on income 168,547 175,927 Other current assets 237,909 220,248 ----------- ----------- 6,235,655 6,071,220 LONG-TERM INVESTMENTS, HELD TO MATURITY 709,978 742,751 FIXED ASSETS: Property, plant and equipment 10,375,901 10,210,105 Less accumulated depreciation (6,566,879) (6,441,466) ----------- ----------- 3,809,022 3,768,639 EXCESS OF INVESTMENT OVER NET ASSETS OF COMPANIES PURCHASED less amortization 1,156,833 1,167,624 DEFERRED TAXES ON INCOME 208,828 202,774 OTHER ASSETS 141,695 143,723 ----------- ----------- $12,262,011 $12,096,731 =========== =========== LIABILITIES & STOCKHOLDERS' EQUITY - ---------------------------------- CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 2,223,989 $ 2,297,370 Estimated liability for taxes on income 418,119 384,167 Bank loans 660,717 750,303 Dividend payable 93,915 93,821 Long-term debt due within one year 89,861 104,237 ----------- ----------- 3,486,601 3,629,898 LONG-TERM DEBT 1,103,479 1,069,056 POSTRETIREMENT BENEFITS 402,577 396,559 OTHER LIABILITIES 311,914 306,294 ----------- ----------- 5,304,571 5,401,807 ----------- ----------- STOCKHOLDERS' EQUITY: Common stock 933,844 931,096 Income retained for use in the business 8,319,034 8,061,731 Treasury stock at cost (2,240,484) (2,249,765) Translation adjustment (54,954) (48,138) ----------- ----------- 6,957,440 6,694,924 ----------- ----------- $12,262,011 $12,096,731 =========== =========== 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) (Dollars in thousands) Three Months Ended March 31, 1998 1997 ------------ ------------ Cash flows from operating activities Net income $ 350,732 $ 259,943 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 257,572 231,942 Earnings of companies carried at equity, less dividends received (Dividends: 1998 - $0; 1997 - $0) (1,278) 143 Provision for losses on accounts receivable 10,293 1,496 Other adjustments (21) (674) Change in operating assets and liabilities: Increase in receivables (153,954) (158,896) Increase in inventories (84,921) (62,910) Decrease in deferred taxes on income 7,380 4,951 Decrease in accounts payable and accrued liabilities (59,522) (93,693) Increase in estimated liability for taxes on income 34,289 29,475 Other - net (22,987) 9,056 ------------ ----------- Net cash provided by operating activities 337,583 220,833 ------------ ----------- Cash flows from investing activities: Purchase of fixed assets (315,935) (265,530) Sales/retirements of fixed assets 25,718 19,115 Decrease in investments 93,528 73,422 Decrease in other assets 3,184 2,807 ------------ ----------- Net cash used in investing activities (193,505) (170,186) ------------ ----------- Cash flows from financing activities: Dividends paid (93,380) (92,441) Proceeds from exercise of stock options 12,029 15,821 Proceeds from issuance of long-term debt 239,673 49,959 Payments of principal on long-term debt (211,974) (28,700) Net increase in short-term debt (85,337) (21,221) ------------ ----------- Net cash used in financing activities (138,989) (76,582) ------------ ----------- Net increase (decrease) in cash 5,089 (25,935) Cash, beginning of period 116,708 137,259 ------------ ----------- Cash, end of period $ 121,797 $ 111,324 ============ =========== See notes to consolidated financial statements -4- SCHLUMBERGER LIMITED -------------------- (Schlumberger N.V., Incorporated in the Netherlands Antilles) AND SUBSIDIARY COMPANIES STOCKHOLDERS' EQUITY -------------------- (Unaudited) (Dollars in thousands) Common Stock -------------------------- Retained Translation Comprehensive Issued In Treasury Income Adjustment Income ------------ ------------- ------------ ------------- -------------- Balance, January 1, 1998 $931,096 $(2,249,765) $8,061,731 $(48,138) $ - Net Income 350,732 350,732 Translation adjustment (6,816) (6,816) Dividends declared (93,429) Shares sold to optionees, DSPP and fees 2,748 9,281 ------------ -------------- ------------ ----------- --------- Balance, March 31, 1998 $933,844 $(2,240,484) $8,319,034 $(54,954) $343,916 ============ ============== ============ =========== ========= 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) In the opinion of management, all adjustments necessary to present fairly the financial position and the results of operations have been made in the accompanying interim financial statements. The Company's significant accounting policies are summarized in its 1997 Annual Report. These policies have been consistently applied during the interim period presented in this report. The results of operations for the three-month period ended March 31, 1998 are not necessarily indicative of the results of operations that may be expected for the entire year. EARNINGS PER SHARE - ------------------ As required by SFAS 128, the Company must report both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income by the average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the average number of common shares outstanding assuming dilution, the calculation of which assumes that all stock options and warrants are exercised at the beginning of the period and the proceeds used, by the Company, to purchase shares at the average market price for the period. The following is a reconciliation from basic earnings per share to diluted earnings per share for the first quarter of 1998: (Stated in thousands except per share amounts) Average Net Shares Earnings Income Outstanding per share --------- ----------- --------- Basic $350,732 498,273 $0.70 Effect of dilution: Options 11,196 Warrants 8,975 -------- -------- Diluted $350,732 518,444 $0.68 ======== ======== ===== CONTINGENCIES - ------------- The Company and its subsidiaries comply with government laws and regulations and responsible management practices for the protection of the environment. The Consolidated Balance Sheet includes accruals for the estimated future costs associated with certain environmental remediation activities related to the past use or disposal of hazardous materials. Substantially all such costs relate to divested operations and to facilities or locations that are no longer in operation. Due to a number of uncertainties, including uncertainty of timing, the scope of remediation, future technology, regulatory changes 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 -6- are not expected to be material relative to consolidated liquidity, financial position or future results of operations. In addition, the Company and its subsidiaries are party to various other legal proceedings. Although the ultimate disposition of these proceedings is not presently determinable, in the opinion of the Company any liability that might ensue would not be material in relation to the Consolidated Financial Statements. YEAR 2000 ISSUE - --------------- The "Year 2000 Issue" is the inability of computers and computing technology to recognize correctly the Year 2000 date change. The problem results from a long- standing practice by programmers to save memory space by denoting Years using just two digits instead of four digits. Thus, systems that are not Year 2000 compliant may be unable to read dates correctly after the Year 1999 and can return incorrect or unpredictable results. If not corrected, this could have a significant effect on the Company's business/financial systems as well as products and services. Schlumberger recognizes that the "Year 2000 Issue" creates a significant uncertainty to its business and that Year 2000 compliance to safeguard operations and minimize business disruption is a key business obligation. A "Millennium Compliance Program" has been established throughout the Company to ensure that all mission-critical business systems, products and services both in the US and internationally in all business segments are Year 2000 compliant. The Company is also actively working with suppliers, contractors and alliance partners to promote Year 2000 compliance. In 1994, the Company decided to upgrade its main business systems with compliant programs such as SAP R/3** and QAD MFG/PRO***. In 1997, a complete inventory of all business systems took place throughout the Company resulting in an accelerated implementation of compliant programs and the establishment of contracts with third-party vendors for the repair, testing and implementation of nearly 19,500 programs. These repaired programs will be ready for testing and deployment by the end of 1998. While all business sectors are maintaining deadlines and priorities on the business applications mentioned above, the main focus in 1998 is on products and services. Our business units are actively in the assessment phase of existing products and services with a completion target of June 1998 and we must await the outcome of these assessments to draw a final conclusion as to whether all products/services will be Year 2000 compliant. However, the Company does believe, based on the assessments completed to date, that mission-critical Year 2000 problems can be corrected. To maintain focus and deadlines on the Company's Year 2000 program, Project Teams are being implemented throughout the Company and dedicated Year 2000 business owners are being appointed by business units as required. Deadlines and objectives have been set for the completion of assessment/repair of non-compliant mission-critical products/services by the end of 1998. The main focus in 1999 will be on testing and implementation of repaired programs, products and services and the development of contingency planning as required. -7- Efforts are being made to protect the Company from being adversely impacted in the Year 2000 by entities not affiliated with the Company (suppliers, financial institutions, etc.). The Company is promoting knowledge-sharing with customers, suppliers and alliance partners to attempt the most efficient Year 2000 solutions. The Company still expects that the total cost of addressing this issue over the next two years will be $40 million - $60 million, but the assessments are not yet complete. This cost estimate does not include the normal upgrading of business and financial systems which would be Year 2000 compliant. Costs incurred in connection with Year 2000 compliance will be treated as period costs and expensed as incurred. -8- Item 2: Management's Discussion and Analysis of Financial Condition and Results - -------------------------------------------------------------------------------- of Operations. - -------------- First Quarter 1998 Compared to First Quarter 1997 ------------------------------------------------- First quarter operating revenue was $2.8 billion, 17% higher than the same period last year. Net income of $351 million and diluted earnings per share of $0.68 were 35% and 33%, respectively, above first quarter 1997. Oilfield Services revenue grew 20%, while rig count worldwide grew 9%. Drilling, wireline and testing services contributed strongly to the results. Operating income grew 31%. Measurement & Systems revenue grew 7%. Strong growth at Automated Test Equipment (ATE) and Smart Cards & Terminals was offset by the decline in Metering activities, particularly in Europe and Asia, and by unfavorable currency exchange rates. Business Review (Stated in millions) Oilfield Services Measurement & Systems ---------------------- --------------------- First Quarter 1998 1997 % change 1998 1997 % change - ------------- ---- ---- -------- ---- ---- -------- Operating Revenue $2,071 $1,724 20% $730 $680 7% Operating Income(1) $ 425 $ 325 31% $ 32 $ 25 25% (1) Operating income represents income before income taxes, excluding interest expense, interest and other income. OILFIELD SERVICES Oilfield Services operating revenue grew 20% over the first quarter of 1997, led by drilling, wireline and testing services and the Latin America and Asia regions. In response to evolving client needs and employee-identified opportunities, Schlumberger management undertook a reorganization of Oilfield Services into the Solutions Group and the Products Group. The Solutions Group is organized along geographic lines in close proximity to customers to develop, sell and implement all oilfield services as well as customized and integrated solutions to meet specific client needs. The Products Group, formed by utilizing existing service expertise, is responsible for product development across the organization as well as training and technical support for each type of service in the field to ensure the highest standards of service to clients. North America In North America, revenue was 20% higher than in the same period last year, representing 21% of Schlumberger consolidated revenue, while operating income grew 15%. Rig count rose 14%. Wireline services experienced substantial growth in the gas well-related -9- market and higher demand for MDT* Modular Formation Dynamics Tester service, due to its new sampling and reservoir characterization techniques, delivering greater operating efficiency. Wireline activity was especially strong in the deep, high-temperature wells of the Gulf of Mexico. Sand Control growth was fueled by increasing client acceptance of ClearFRAC* fracturing fluid, the industry's first polymer-free fluid. Demand for this service, which has been shown to improve the productivity of our clients' wells, rose 30% over one year ago. Software Products and Data Management revenues showed significant growth of 49% and 80%, respectively. Schlumberger acquired Coastal Management Corporation (CMC), a leading provider of integrated project management services to the North American oil and gas industry. This acquisition will enhance the Schlumberger position as the industry-leading provider of comprehensive project management and services in the areas of field development, drilling and workover operation, and production operations. CMC employs 160 people. Outside North America Outside North America, revenue increased 21%, representing 53% of consolidated revenue. Operating income rose 33%. Rig count grew 1%. There was a strong upswing in revenue for all businesses, with high activity in Latin America and Asia. Drilling activity showed the highest gain, up 37%, due to increased dayrates in the North Sea and Asia along with improved utilization levels and higher activity. Seismic services improved 27%, and wireline and testing services grew an aggregated 15%. Indicative of the service company evolution toward complete solutions provision on behalf of clients, Schlumberger signed a ground-breaking strategic alliance with Russia's largest oil company, YUKSI, enabling YUKSI to outsource an agreed level of oilfield services in its vast Russian oil fields over the next five years. Schlumberger will be the sole provider of services on a number of selected fields under development by YUKSI. Furthermore, the alliance makes the latest oilfield expertise and technology available to YUKSI, and gives Schlumberger valuable access to the huge Russian oil service market. In keeping with its long-standing policy, Schlumberger will remain an independent service provider and will not take ownership of reserves or production. Marine seismic activity was high in the growing four-component (4C) seabed survey market. The new Nessie4C* MultiWave Array* system incorporates arrays of sensors, which provide improved data quality compared with other 4C systems, and significantly improves clients' ability to map the location and quantity of oil and gas. Land and Transition Zone revenue declined from last year with a reduction in activity in Venezuela and West Africa. Highlights Drilling Activity - Revenue from drilling grew 39% over the same quarter last year, reflecting improved dayrates for semisubmersibles and jackups in Asia and the North Sea and higher utilization and activity levels worldwide. Total offshore rig utilization was unchanged at 96%, with semisubmersible and jackup utilization remaining at 100%. Onshore rig -10- utilization was 97%, compared with 82% a year ago. The fleet numbered 85 at the end of the quarter, with 53 offshore rigs and 32 land rigs, including 14 offshore units under bareboat charter or management contract. During the quarter, the offshore rig Sagar Vijay was added, operating under management contract in India. Technology - The worldwide introduction of the VISION475* MWD/LWD system for small-diameter wells has been highly successful, resulting in 50% growth compared with the fourth quarter of 1997. This application gives clients improved confidence in evaluating the growing number of horizontal and highly deviated wells, and reentry wells. The use of key acoustic velocity information during drilling has significantly increased following the introduction of the slimmer 6.75-inch ISONIC* logging-while-drilling tool. The PLATFORM EXPRESS* service continues its market penetration as clients increasingly perceive the added value of high-resolution answers. The new CMR- 200* combinable magnetic resonance technology is gaining recognition for its superior measurement of hydrocarbon type and quantity. Marine seismic activity continued to experience strong growth, up 32%, compared with last year, driven primarily by increased streamer capacity, higher non- exclusive data sales and optimal positioning of the fleet. Ongoing vessel upgrades, based on the new Nessie*4 ultrathin streamers, have raised the number of vessels with eight-streamer capacity to ten. Schlumberger now offers a complete range of networked seismic services, including onboard processing, onshore processing and the new SeisConnect* data communication service. The SeisConnect service combines the convenience of an oil company's in-house processing operation with the massive computing power of our seismic processing hub. MEASUREMENT & SYSTEMS Measurement & Systems revenue increased 7%, versus the first quarter of 1997, despite adverse exchange rate effects. Automated Test Equipment (ATE) and Smart Cards & Terminals experienced high growth, with added strong activity in Asia. Operating income rose 25%. During the quarter, revenue for ATE rose 59% compared with last year, reflecting a 115% rise in sales of 200-MHz and 400-MHz high-end logic testers. Automated Systems increased 33%, highlighted by the delivery of test handlers, which doubled, compared to the prior year. Revenue in North America increased 70%, and shipments in the Asia region nearly tripled. Orders were up by 36% for the quarter, due to continued strong demand for high-end logic products. Smart Cards & Terminals revenue rose 36%. Strong card growth, up 41%, resulted from increased demand for subscriber identity module (SIM) cards, higher shipments of microprocessor cards for financial applications and larger memory card shipments for prepaid phone applications. Banking terminal shipments more than doubled, driven by the success of the MagIC* 9000 portable handheld electronic payment terminal and shipments of Delta* 21 terminals to Turkey and South Africa. Orders increased 22% as card requirements grew 41% and demand for Retail Petroleum Systems dispensers and systems increased. In the Metering business, revenue was down 9% from last year, of which -11- two-thirds was due to the adverse exchange rate impact. The most significant falloff in Europe was in Italy due to lack of orders from ENEL, the national utility, which were suspended last year and resumed during the quarter. Germany suffered from lower sales of residential gas meters and regulators, while the decline in the UK gas business reflected reduced deliveries and weaker service business after the completion of large projects in 1997. North America decreased by 4% due to weak US electricity business, which suffered from low demand in the residential networking market and reduced residential meter changeouts. These declines were offset by improvement in South America related to further expansion of single-phase SL16* electricity meter business in Argentina and stronger activity in Chile and Colombia. Activity in the CIS also increased with higher sales across the region. Orders were up 13%, due to an order of $120 million for a radio-frequency fixed network for Illinois Power in the US and despite the negative currency effect of 7% and delayed orders for electricity meters in North America resulting from industry deregulation. Interest and other income increased $16 million from the first quarter of 1997 due primarily to a $14 million increase in interest income (higher average investment balances). Gross margin increased from 26% to 27%. Research and engineering expense increased 15% from last year but remained constant at 4.9% of operating revenue. Marketing expense was up 9%. General expense, expressed as a percentage of operating revenue, decreased from 3.7% to 3.6%. Interest expense increased $5 million from the first quarter last year mainly due to higher average debt. The effective tax rate of 23% was unchanged from last year. * Mark of Schlumberger ** SAP and R/3 are registered trademarks of SAP AG *** MFG/PRO is a registered trademark of QAD -12- PART II. OTHER INFORMATION --------------------------- 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 8, 1998. b) At the Meeting, the number of Directors was fixed at 12 and the following-named 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 Victor E. Grijalva, were directors who were previously elected by the stockholders. Don E. Ackerman D. Euan Baird John Deutch Victor E. Grijalva Denys Henderson Andre Levy-Lang William T. McCormick, Jr. Didier Primat Nicolas Seydoux Linda Gillespie Stuntz Sven Ullring Yoshihiko Wakumoto c) The Meeting also voted (i) to approve the Company's Consolidated Balance Sheet as at December 31, 1997, its Consolidated Statement of Income for the year ended December 31, 1997, and the declaration of dividends reflected in the Company's 1997 Annual Report to Stockholders; (ii) to approve the appointment of Price Waterhouse LLP as independent public accountants to audit the accounts of the Company for the year 1998; (iii) to amend the Schlumberger Discounted Stock Purchase Plan, a copy of which is filed as Exhibit A; (iv) to adopt the Schlumberger 1998 Stock Option Plan, a copy of which is filed as Exhibit B. -13- The votes cast for the election of directors, for the approval of financial statements and dividends, for the approval of the appointment of Price Waterhouse LLP, to amend the Schlumberger Discounted Stock Purchase Plan, and to adopt the Schlumberger 1998 Stock Option Plan were as follows: For Withheld ----------- --------- Don E. Ackerman 418,800,603 1,479,600 D. Euan Baird 418,903,293 1,376,910 John Deutch 418,870,609 1,409,594 Victor E. Grijalva 418,912,501 1,367,702 Denys Henderson 418,848,797 1,431,406 Andre Levy-Lang 418,846,067 1,434,136 William T. McCormick, Jr. 418,900,125 1,380,078 Didier Primat 418,914,114 1,366,089 Nicolas Seydoux 418,858,139 1,422,064 Linda Gillespie Stuntz 418,908,012 1,372,191 Sven Ullring 418,881,936 1,398,267 Yoshihiko Wakumoto 414,209,375 6,070,828 For Against Abstain Non-vote --- ------- ------- -------- Financials: 418,873,438 315,064 1,091,701 0 - ---------- Price Waterhouse: 419,136,886 324,991 818,326 0 - ---------------- Amendment to Schlumberger Discounted Stock Purchase Plan: 395,801,943 22,189,610 2,284,049 4,601 - ------------------- Adoption of Schlumberger 1998 Stock Option Plan: 359,364,963 54,485,807 2,429,433 0 - ---------------------- Abstentions and non-votes are counted for quorum only. Item 6: Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits: Exhibit A Amendment to Schlumberger Discounted Stock Purchase Plan Exhibit B Schlumberger 1998 Stock Option Plan (b) Reports on Form 8-K: None -14- 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 principal financial officer. Schlumberger Limited (Registrant) Date: May 15, 1998 /s/ Arthur Lindenauer ------------ ---------------------------- Arthur Lindenauer Executive Vice President and Chief Financial Officer -15- INDEX TO EXHIBITS Exhibit No. Description Page - ----------- ----------- ---- Exhibit A Amendment to Schlumberger Discounted Stock Purchase Plan 17 Exhibit B Schlumberger 1998 Stock Option Plan 27 -16-