| |
 |
|
|
|
|
Print friendly pdf of Form 10-K Part II |
|
|
|
| |
Item 8 Notes to Consolidated Financial Statements
5. Acquisitions
Acquisition of Sema plc
On April 6, 2001, the offer for the shares of Sema plc was declared unconditional in all respects. The aggregate consideration for the acquisition of 100% of the issued Sema shares was $5.15 billion (including expenses of the transaction) which was financed from existing cash resources and borrowings under a $3 billion credit facility.
The aggregate value of goodwill and identifiable intangibles comprised the following:
|
|
| |
| |
|
|
 |
|
|
|
| Cost (including expenses) |
$ |
5.15 |
|
| Purchase accounting adjustments |
|
0.34 |
|
| Net tangible assets acquired |
|
(0.30 |
) |
|
|
|
|
| |
$ |
5.19 |
|
|
|
|
|
|
|
| |
Purchase accounting adjustments consisted primarily of severance costs ($84 million - 1781 people), facility reductions ($33 million), pension plan adjustments
($136 million) and tax restructuring costs ($50 million). At December 31,
2001, $26 million (593 people) of the severance costs had been paid. All
remaining severance costs were paid in 2002.
For financial reporting purposes, Schlumberger included the results of operations
of Sema in its consolidated accounts commencing April 1, 2001. If Sema had
been included in the consolidated financial statements of Schlumberger from
January 1, consolidated revenue for the twelve months ended December 31,
2001 would have increased by $538 million (unaudited) to $14.3 billion (unaudited)
and consolidated net income would have decreased by approximately $140 million
(unaudited), to $382 million (unaudited), related primarily to increased
interest expense and amortization of intangibles, and lower interest income.
Other Acquisitions
During 2002, subsidiaries of Schlumberger acquired the following:
|
|
| |
| |
• |
In March, Inside Reality, a Norwegian based company specializing
in virtual reality technology for the oil and gas industry. The acquisition
price was $18 million in cash. Assets acquired included intangible
assets of $18 million.
|
| |
• |
In April, DBR International Inc., a Canadian based company which
manufacturers fluid analysis equipment and provides fluid analysis
consulting services to the oil and gas industry. The acquisition price
was $12 million in cash. Assets acquired included $6 million of goodwill.
|
| |
• |
In April, A. Comeau and Associates, a Canadian based provider of
electrical engineering products and services for artificially lifted
wells. The purchase price was $6 million in cash. Assets acquired
included goodwill of $6 million.
|
| |
• |
In December, Technoguide AS, a software leader in the reservoir
modeling domain. The purchase price was $68 million comprising of
$8 million in cash and 1.35 million shares of Schlumberger stock valued
at $60 million. Assets acquired included goodwill of $23 million and
$44 million of intangible assets (primarily Intellectual Property). |
|
|
| |
These acquisitions were accounted for using the purchase method of accounting.
During 2001, subsidiaries of Schlumberger acquired the following:
|
|
| |
| |
• |
In March, Bull CP8, a market leader in microprocessor-based smart
cards and associated systems applications for the banking, mobile
communications and network security industries. The acquisition price
was $313 million in cash. Assets acquired included identifiable intangibles
(primarily patents) of $136 million and goodwill of $140 million.
In-process R&D, which aggregated $25 million, was charged to expense
in the first quarter.
|
| |
• |
In June, Infosynergy ASA, a Norwegian based company specializing
in customer information and billing systems integration. The acquisition
price was $29 million in cash. Assets acquired included goodwill of
$29 million.
|
| |
• |
In September, Sensor Highways Limited, a UK based market leader
in the design, manufacture and deployment of a new generation of fiber
optic sensors specializing in real-time data solutions to the oil
and gas, process and power distribution industries. The acquisition
price was $100 million, consisting of $70 million in cash and $30
million in notes. Assets acquired included identifiable intangibles
of $48 million and goodwill of $50 million.
|
| |
• |
In September, Phoenix Petroleum Services, a UK based leader in providing
tools, technologies and techniques for optimizing production in artificially
lifted wells, particularly those using submersible pumps. The acquisition
price was $33 million in cash. Assets acquired included goodwill of
$26 million.
|
|
|
| |
These acquisitions were accounted for using the purchase method of accounting.
Pro forma results pertaining to the above acquisitions are not presented as
the impact was not significant.
|
|
| |
Go to Part II, Item 8, Notes: 6. Sale of SchlumbergerSema to Atos Origin |
|
| |
|
|
|
