UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 2018
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact name of registrant as specified in its charter)
| Curaçao | 1-4601 | 52-0684746 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
42, rue Saint-Dominique, Paris, France 75007
5599 San Felipe, Houston, Texas U.S.A. 77056
62 Buckingham Gate, London, United Kingdom SW1E 6AJ
Parkstraat 83, The Hague, The Netherlands 2514 JG
(Addresses of principal executive offices and zip or postal codes)
Registrant’s telephone number in the United States, including area code: (713) 513-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
| Item 7.01 | Regulation FD Disclosure. |
On September 4, 2018, Paal Kibsgaard, Chairman and Chief Executive Officer of Schlumberger Limited (“Schlumberger”), presented at the 2018 Barclays CEO Energy-Power Conference in New York, New York, and discussed, among other things, Schlumberger’s business outlook. The presentation and slides are available on the Schlumberger Investor Relations website at http://www.slb.com/news/presentations.aspx and http://investorcenter.slb.com/phoenix.zhtml?c=97513&p=irol-presentations.
Cautionary Statement Regarding Forward-Looking Statements
The presentation referred to above contains “forward-looking statements” within the meaning of the federal securities laws — that is, statements about the future, not about past events. Such statements often contain words such as “expect,” “may,” “believe,” “plan,” “estimate,” “intend,” “anticipate,” “should,” “could,” “will,” “see,” “likely,” and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, such as statements about our financial and performance targets and other forecasts or expectations regarding, or dependent on, our business outlook; growth for Schlumberger as a whole and for each of our product lines (and for specified products or geographic areas within each product line); oil and natural gas demand and production growth; oil and natural gas prices; rig activity, pricing; access to sand; improvements in operating procedures and technology, including our transformation program; our stock repurchase program and dividend strategy; capital expenditures by Schlumberger and the oil and gas industry; the business strategies of Schlumberger’s customers; the success of Schlumberger’s SPM projects; the success of Schlumberger’s acquisitions, joint ventures and alliances; future global economic conditions; and future results of operations. These statements are subject to risks and uncertainties, including, but not limited to, global economic conditions; changes in exploration and production spending by Schlumberger’s customers and changes in the level of oil and natural gas exploration and development; general economic, political and business conditions in key regions of the world; foreign currency risk; pricing pressure; weather and seasonal factors; the inability to procure or produce sand; our inability to meet our financial and performance targets and other forecasts or expectations, such as revenue and free cash flow conversion; operational modifications, delays or cancellations; production declines; the inability to close pending transactions; changes in government regulations and regulatory requirements, including those related to offshore oil and gas exploration, radioactive sources, explosives, chemicals, hydraulic fracturing services and climate-related initiatives; the inability of technology to meet new challenges in exploration; and other risks and uncertainties detailed in our most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the U.S. Securities and Exchange Commission. If one or more of these or other risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our forward-looking statements. The forward-looking statements speak only as of the date of the presentation referred to above, and Schlumberger disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
The presentation referred to above contains non-GAAP financial information. Reconciliations between such non-GAAP measures to their most comparable GAAP financial measures are available in the exhibit furnished with this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibit
The exhibit listed below is furnished pursuant to Item 9.01 of this Form 8-K.
| 99 | Reconciliation of Non-GAAP Financial Measures | |
SIGNATURES
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 hereunto duly authorized.
| SCHLUMBERGER N.V. | ||
| (SCHLUMBERGER LIMITED) | ||
| By: | /s/ Saul R. Laureles | |
| Saul R. Laureles | ||
| Assistant Secretary | ||
Date: September 4, 2018
Exhibit 99
SCHLUMBERGER LIMITED
EBITDA Margin
(stated in millions)
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | ||||||||||||||||||||||
| Revenue |
$ | 36,579 | $ | 41,731 | $ | 45,266 | $ | 48,580 | $ | 35,475 | $ | 27,810 | $ | 30,440 | ||||||||||||||
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| Income (loss) from continuing operations (GAAP basis) |
$ | 4,526 | $ | 5,259 | $ | 6,843 | $ | 5,711 | $ | 2,135 | $ | (1,627 | ) | $ | (1,513 | ) | ||||||||||||
| Tax expense (benefit) |
1,492 | 1,700 | 1,848 | 1,928 | 746 | (278 | ) | 330 | ||||||||||||||||||||
| Charges & credits |
223 | 161 | (420 | ) | 1,773 | 2,575 | 3,820 | 3,764 | ||||||||||||||||||||
| Interest expense |
298 | 340 | 391 | 369 | 346 | 570 | 566 | |||||||||||||||||||||
| Interest income |
(40 | ) | (30 | ) | (33 | ) | (51 | ) | (52 | ) | (110 | ) | (128 | ) | ||||||||||||||
| Depreciation and amortization expense |
3,274 | 3,647 | 3,879 | 4,094 | 4,078 | 4,094 | 3,837 | |||||||||||||||||||||
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| EBITDA |
$ | 9,773 | $ | 11,078 | $ | 12,509 | $ | 13,826 | $ | 9,828 | $ | 6,469 | $ | 6,855 | ||||||||||||||
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| EBITDA margin (1) |
27 | % | 27 | % | 28 | % | 28 | % | 28 | % | 23 | % | 23 | % | ||||||||||||||
(1) Represents EBITDA divided by revenue