================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
Commission File Number 001-04601
_______________
CAMCO THRIFT PLAN
(Full title of the plan)
_______________
SCHLUMBERGER LIMITED
(Name of issuer of the securities held pursuant to the plan)
42, RUE SAINT-DOMINIQUE 277 PARK AVENUE PARKSTRAAT 83
PARIS, FRANCE 75007 NEW YORK, NY 10172-2066 THE HAGUE, THE NETHERLANDS 2514 JG
(33-1) 4062-1000 (212) 350-9400 (31-70) 310-5447
(Addresses, including zip codes, and telephone numbers,
including area codes, of issuer's principal executive offices)
================================================================================
CAMCO THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
____________________
FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report..................................... 1
Statements of Net Assets Available for Benefits,
December 31, 1999 and 1998.................................. 2
Statement of Changes in Net Assets Available for Benefits with
Fund Information, Year Ended December 31, 1999.............. 3
Notes to Financial Statements.................................... 5
----------------
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment Purposes at End of Year,
December 31, 1999........................................... 10
Schedule of Reportable Transactions, Year Ended
December 31, 1999........................................... 11
All other schedules are omitted because they are not applicable, not
required or the information is included in the Notes to Financial
Statements.
____________________
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
CAMCO THRIFT PLAN
BY /s/ J. CHRISTOPHER HOLLAND
------------------------------------
J. Christopher Holland
Secretary, Administrative Committee
Date: June 20, 2000
INDEPENDENT AUDITORS' REPORT
To the Retirement Plan Committee of the
Camco Thrift Plan:
We have audited the accompanying statements of net assets available for benefits
of the Camco Thrift Plan as of December 31, 1999 and 1998, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 1999. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Camco Thrift
Plan as of December 31, 1999 and 1998, and the changes in net assets available
for benefits for the year ended December 31, 1999, in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The Fund Information
in the statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the changes in net
assets available for plan benefits of each fund. The supplemental schedules and
Fund Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ LARKIN, ERVIN & SHIRLEY, L.L.P.
Houston, Texas
June 20, 2000
-1-
CAMCO THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31
1999 1998
------------------ ------------------
Assets
Investments:
At fair value -
Registered investment company shares:
AXP International Fund $ 3,380,946 $ 2,862,437
AXP New Dimensions Fund 39,757,745 33,372,154
AXP Mutual Fund 8,525,930 9,973,266
AXP Federal Income Fund 17,304,202 21,336,933
AIM Constellation Fund 3,123,706 1,987,407
Schlumberger Stock Fund 5,842,585 3,806,231
Participant notes receivable 6,455,598 6,890,466
------------------ ------------------
84,390,712 80,228,894
------------------ ------------------
At contract value -
AET Equity Index Fund I 15,976,063 13,935,694
AET Income Fund II 25,777,393 25,562,380
------------------ ------------------
41,753,456 39,498,074
------------------ ------------------
Total investments 126,144,168 119,726,968
Other assets - -
------------------ ------------------
Total assets 126,144,168 119,726,968
Liabilities
Total liabilities - -
------------------ ------------------
Net assets available for benefits $ 126,144,168 $ 119,726,968
================== ==================
The accompanying notes are an integral
part of these financial statements.
-2-
CAMCO THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
with Fund Information
For the Year Ended December 31, 1999
AXP AXP New AXP AXP AIM
International Dimensions Mutual Federal Constellation
Fund Fund Fund Income Fund Fund
------------ ---------- ----------- ----------- -------------
Additions
Additions to net assets attributed to:
Investment income
Net appreciation/(depreciation) in
fair value of investments $ 584,555 $ 7,602,617 $ (127,382) $(1,106,547) $ 697,833
Interest - - - - -
Dividends 472,322 2,260,726 805,552 1,336,581 239,486
---------- ------------- ----------- ----------- ----------
1,056,877 9,863,343 678,170 230,034 937,319
---------- ------------- ----------- ----------- ----------
Contributions
Participants' 302,424 2,079,570 629,357 942,327 156,372
Employer's 64,367 458,948 139,732 275,702 35,876
---------- ------------- ----------- ----------- ----------
366,791 2,538,518 769,089 1,218,029 192,248
---------- ------------- ----------- ----------- ----------
Total additions 1,423,668 12,401,861 1,447,259 1,448,063 1,129,567
---------- ------------- ----------- ----------- ----------
Deductions
Deductions from net assets
attributable to:
Benefits paid to participants 329,204 5,274,329 1,688,860 4,093,123 384,533
Administrative expenses 873 6,429 2,104 5,380 378
---------- ------------- ----------- ----------- ----------
Total deductions 330,077 5,280,758 1,690,964 4,098,503 384,911
---------- ------------- ----------- ----------- ----------
Net increase/(decrease) prior to
transfers 1,093,591 7,121,103 (243,705) (2,650,440) 744,656
Transfers to/(from) affiliates' plans - (76,032) (38,893) 9,619 -
Interfund transfers (575,082) (659,480) (1,164,738) (1,391,910) 391,643
---------- ------------- ----------- ----------- ----------
Net increase/(decrease) 518,509 6,385,591 (1,447,336) (4,032,731) 1,136,299
Net assets available for benefits:
Beginning of year 2,862,437 33,372,154 9,973,266 21,336,933 1,987,407
---------- ------------- ----------- ----------- ----------
End of year $3,380,946 $ 39,757,745 $ 8,525,930 $17,304,202 $3,123,706
========== ============= =========== =========== ==========
The accompanying notes are an integral
part of these financial statements.
-3-
CAMCO THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
with Fund Information
For the Year Ended December 31, 1999
AET AET
Equity Index Income Schlumberger Participant
Fund I Fund II Stock Fund Notes Total
--------------- ------------ ------------ ---------- --------------
Additions
Additions to net assets attributed to:
Investment income
Net appreciation/(depreciation) in
fair value of investments $ 2,752,885 $ 1,421,307 $ 1,390,360 $ - $ 13,215,628
Interest - - - 493,797 493,797
Dividends - 16 47,635 - 5,162,318
----------- ----------- ----------- ---------- ------------
2,752,885 1,421,323 1,437,995 493,797 18,871,743
----------- ----------- ----------- ---------- ------------
Contributions
Participants' 959,659 1,222,784 448,720 - 6,741,213
Employer's 205,528 310,001 94,474 - 1,584,628
----------- ----------- ----------- ---------- ------------
1,165,187 1,532,785 543,194 - 8,325,841
----------- ----------- ----------- ---------- ------------
Total additions 3,918,072 2,954,108 1,981,189 493,797 27,197,584
----------- ----------- ----------- ---------- ------------
Deductions
Deductions from net assets attributable to:
Benefits paid to participants 2,285,142 5,051,841 594,550 909,570 20,611,152
Administrative expenses 2,878 6,790 1,161 - 25,993
----------- ----------- ----------- ---------- ------------
Total deductions 2,288,020 5,058,631 595,711 909,570 20,637,145
----------- ----------- ----------- ---------- ------------
Net increase/(decrease) prior to transfers 1,630,052 (2,104,523) 1,385,478 (415,773) 6,560,439
Transfers to/(from) affiliates' plans (39,404) 9,582 (5,182) (2,929) (143,239)
Interfund transfers 449,721 2,309,954 656,058 (16,166) -
----------- ----------- ----------- ---------- ------------
Net increase/(decrease) 2,040,369 215,013 2,036,354 (434,868) 6,417,200
Net assets available for benefits:
Beginning of year 13,935,694 25,562,380 3,806,231 6,890,466 119,726,968
----------- ----------- ----------- ---------- ------------
End of year $15,976,063 $25,777,393 $ 5,842,585 $6,455,598 $126,144,168
=========== =========== =========== ========== ============
The accompanying notes are an integral
part of these financial statements.
-4-
CAMCO THRIFT PLAN
Notes to Financial Statements
December 31, 1999
NOTE 1 - DESCRIPTION OF THE PLAN
The Camco Thrift Plan (the "Plan"), a defined contribution plan, was established
on February 1, 1975. It covers substantially all domestic employees and certain
employees in foreign service of Camco International Inc. (the "Company"). The
Company is a wholly owned subsidiary of Schlumberger Technology Corporation
("STC") which, in turn, is a wholly owned subsidiary of Schlumberger Limited
("Schlumberger"). Schlumberger maintains the Schlumberger Well Services Savings
and Profit Sharing Plan (the "SWS Plan") that is a defined contribution plan
similar to the Plan and expects to merge the Plan into the SWS Plan before the
end of 2000. Nevertheless, the Company has reserved the right to terminate the
Plan at any time by resolution of the board of directors.
The following description of the Plan and Plan Amendments is provided for
general purposes only. Participants should refer to the Plan Document, as
amended, for more complete information.
General
Administration of the Plan is conducted by a committee consisting of no less
than three members appointed by the board of directors of the Company. The
board of directors has appointed two employees of Schlumberger as Trustees for
the Plan. American Express Trust Company ("American Express") is asset
custodian and record keeper for the Plan.
Eligibility and Vesting
Employees are eligible to participate in the Plan after completing one hour of
service. Participants are fully vested in their contributions and the related
earnings/losses. Participants vest in Company matching contributions and
related earnings/losses at 20% per year, becoming fully vested after five years
of service. In the event the Plan is partially or completely terminated, all
participants will become 100% vested in their account balances.
Contributions
Participants may elect to defer from 1% to 15% of their compensation on a pre-
tax basis, subject to maximum annual contributions of $10,000, and have the
Company contribute to the Plan on their behalf the amount so deferred. After-
tax contributions of up to 10% of compensation are also permitted. The Company
makes matching contributions of 50% of participants' pre-tax contributions up to
a maximum contribution amount of $1,500 per year.
-5-
Expenses
The accounts of participants are charged fees of $2.50 per quarter, which are
applied to the cost of administering the Plan. Transaction fees are also
charged for participant loans, withdrawals and distributions. The Company has
paid all administrative expenses in excess of these fees.
Withdrawals
Company matching contributions made before January 1, 1983, and all after-tax
contributions may be withdrawn by participants by making written application to
the Plan's record keeper. Company matching contributions made after December
31, 1982, pre-tax contributions and rollover contributions may be withdrawn
after the participant has attained age 59-1/2 or if the participant suffers an
immediate and heavy financial hardship that cannot be satisfied from other
reasonably available resources. Additionally, Company matching contributions
may be withdrawn only if they have been credited to a participant's account for
more than two years. No more than one withdrawal may be made during any
calendar quarter.
Loans
Participants may borrow a portion of their account balance to relieve a
financial hardship or for any other suitable purpose. Loan amounts are limited
in accordance with a formula based on 50% of the present value of a
participant's vested account balance, not to exceed $50,000. Loans must be
repaid within five years and are secured by the participant's account balance.
Forfeitures
Participants who terminate employment forfeit the non-vested portion of their
account. Forfeited amounts will be restored for former participants who resume
employment if they repay, within five years, the full amount of termination
distribution they received. Amounts forfeited are used first to restore
accounts, as above, and then to reduce Company contributions.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan are presented on the accrual basis of
accounting in compliance with generally accepted accounting principles. Certain
reclassifications have been made to prior year balances to conform to current
year financial statement presentation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
Investments in registered investment companies (mutual funds) are valued at
quoted market prices. American Express Trust Equity Index Fund I and American
Express Trust Income Fund II are collective trusts stated at contract value.
Units of the Schlumberger Stock Fund, invested primarily in common stock of
Schlumberger, but also in cash or cash equivalents to provide liquidity, are
valued using quoted market prices for the common stock.
-6-
NOTE 3 - INVESTMENT PROGRAMS
Participants may invest their account balances and all contributions made to
their accounts in the investment choices described below. Investments may be
made in one or more of the funds in 1% increments and choices may be changed any
business day. The number of participants investing in each fund at December 31,
1999, is shown parenthetically.
AXP International Fund (341 participants)
A specialty growth fund for aggressive investors whose objective is
long-term growth of capital that invests in common stocks of foreign
companies.
AXP New Dimensions Fund (1,073 participants)
A growth fund for aggressive investors whose objective is long-term
growth of capital that invests in a portfolio of company stocks in
which powerful economic and/or technical changes may take place.
AXP Mutual Fund (586 participants)
A growth and income fund for investors with moderate tolerance for
risk whose objective is balance of growth of capital and current
income that invests in a portfolio of common and preferred stocks and
bonds.
AXP Federal Income Fund (918 participants)
An income fund for conservative investors whose objective is current
income and preservation of capital that invests in a portfolio of
U. S. government and government agency securities.
AIM Constellation Fund (186 participants)
A growth fund for aggressive investors whose objective is capital
appreciation primarily through investments in common stocks with
emphasis on medium-sized and smaller emerging growth companies.
American Express Trust Equity Index Fund I (743 participants)
A growth fund for aggressive investors whose objective is to achieve a
rate of return as close as possible to the return of the Standard &
Poor's 500 Index that employs a passive portfolio structuring and
stock selecting strategy by investing primarily in common stocks of
the S&P 500 Index.
-7-
American Express Trust Income Fund II (1,026 participants)
A stable capital fund for conservative investors whose objective is to
preserve principal and income while maximizing current income that
invests in investment contracts and stable value contracts.
Schlumberger Stock Fund (500 participants)
A stock fund for aggressive investors whose objective is growth of
capital and dividend income that invests in Schlumberger common stock.
Participants may invest no more than 25% of their account balances
and/or contributions in this fund.
NOTE 4 - REGULATORY STATUS OF THE PLAN
In a determination letter dated February 19, 1998, the Internal Revenue Service
stated that the Plan met the requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), and that the trust established
thereunder was entitled to exemption from federal income tax under the
provisions of Section 501(a) of the Code. Company matching contributions will
not be required to be included in participants' taxable income until they are
distributed to the participants. The Plan is also in compliance with the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
NOTE 5 - SUBSEQUENT EVENTS
Pursuant to Schlumberger's intent to merge the Plan into the SWS Plan, the board
of directors adopted resolutions effective January 1, 2000, to conform
significant provisions of the Plan to the SWS Plan. The resolutions (i)
prohibit further after-tax contributions, (ii) prohibit further investments in
the Schlumberger Stock Fund on and after March 1, 2000, (iii) provide for
separate profit sharing, basic matching and supplemental matching contributions
to different employee groups under the Plan and allocations within those groups,
(iv) limit Plan loans to one loan outstanding at a time for any participant,
with exceptions for Plan loans outstanding on December 31, 1999, (v) prohibit
special compensation deferral arrangements, and (vi) conform the substance of
the following Plan provisions to the SWS Plan: (a) the definition of
compensation on which employee deferral and employer contributions are based,
(b) the percentage limit a highly compensated employee may contribute to the
Plan on a pre-tax basis, (c) the eligibility for, amount of and allocation of
employee contributions, basic matching contributions, supplemental matching
contributions and profit sharing contributions, (d) the percentage vesting
schedule (for employees hired on and after January 1, 2000), (e) the minimum
required distribution provisions, (f) the provisions for the automatic cash-out
of small benefits, (g) the administrations provisions and claims/appeal
provisions and (h) the normal retirement age provisions.
On December 31, 1999, Schlumberger announced the completion of the spin-off of
its offshore contract drilling business, Sedco Forex, to its stockholders and
the subsequent merger of Sedco Forex and Transocean Offshore Inc., which changed
its name to Transocean Sedco Forex Inc. ("Transocean") following the merger. In
the spin-off, Schlumberger stockholders received one share of Sedco Forex for
-8-
each share of Schlumberger owned on the record date of December 20, 1999. In
the merger, each Sedco Forex share was exchanged for 0.1936 ordinary share of
Transocean. Stockholders received cash for fractional shares. In early 2000,
the Transocean Stock Fund was established to hold the Transocean shares that the
Schlumberger Stock Fund received from the spin-off and merger. Participants who
held investments in the Schlumberger Stock Fund were apportioned units of the
Transocean Stock Fund in the ratio of the number of units of the Schlumberger
Stock Fund they held to the total number of units in the Schlumberger Stock
Fund. As with the Schlumberger Stock Fund, further investments in the Transocean
Stock Fund have been prohibited.
-9-
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes At End of Year
Camco Thrift Plan
EIN: 13-3517570; P/N 001
December 31, 1999
(c)
Description of investment
(b) including maturity date,
Identity of issue, rate of interest, (e)
borrower, lessor, or collateral, par or (d) Current
(a) similar party maturity value Cost value
- --- -------------------- ------------------------- ----------- -----------------
Participant loans 7.0% - 12.0% interest $ - $ 6,455,598
Employer common stock
Schlumberger Stock Fund 271,256 units 5,027,571 5,842,585
Common/collective trusts:
AET Equity Index Fund I 378,957 shares 11,718,446 15,976,063
AET Income Fund II 1,321,105 shares 22,828,157 25,777,393
Registered investment
companies:
AXP International Fund 237,760 shares 2,995,537 3,380,946
AXP New Dimensions Fund 1,110,241 shares 27,625,622 39,757,745
AXP Mutual Fund 671,862 shares 9,011,303 8,525,930
AXP Federal Income Fund 3,635,337 shares 18,315,114 17,304,202
AIM Constellation Fund 77,110 shares 2,472,100 3,123,706
----------- ------------
$99,993,850 $126,144,168
=========== ============
-10-
Schedule H, Line 4j
Schedule of Reportable Transactions
Camco Thrift Plan
EIN: 13-3517570; P/N 001
For the Year Ended December 31, 1999
(a) (c) (d) (i)
Identity of (b) Purchase Selling Net gain
party involved Description of asset price price or (loss)
- ------------------------ ------------------------- ------------ ----------- -----------
Employer common stock
Schlumberger Stock Fund 107 purchases, 113 sales $ 2,125,020 $ 1,610,589 $ 375,614
Common/collective trusts:
AET Equity Index Fund I 109 purchases, 124 sales 2,986,546 3,637,886 588,837
AET Income Fund II 99 purchases, 149 sales 9,239,389 10,187,871 1,990,774
Registered investment
companies:
AXP International Fund 102 purchases, 117 sales 2,537,380 2,599,687 187,126
AXP New Dimensions Fund 111 purchases, 144 sales 9,818,987 10,889,751 4,521,476
AXP Mutual Fund 81 purchases, 150 sales 1,999,924 3,275,922 56,313
AXP Federal Income Fund 262 purchases, 164 sales 4,634,621 7,478,910 (185,309)
AIM Constellation Fund 111 purchases, 68 sales 2,069,999 1,624,387 180,600
----------- ----------- ----------
$35,411,866 $41,305,003 $7,715,431
=========== =========== ==========
-11-
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
23 -- Consent of Larkin, Ervin & Shirley, L.L.P.
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Registration Statement
No. 333-81717 of Schlumberger Limited on Form S-8 of our report dated June 20,
2000, appearing in this Annual Report on Form 11-K of the Camco Thrift Plan for
the year ended December 31, 1999.
LARKIN, ERVIN & SHIRLEY, L.L.P.
Houston, Texas
June 27, 2000
