Item 8. Financial Statements and Supplementary Data.
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Item 8. Financial Statements and Supplementary Data.
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (LOSS)
| (Stated in millions, except per share amounts) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2022 | 2021 | 2020 | ||||||||
| Revenue | |||||||||||
| Services | $ | 19,552 | $ | 15,602 | $ | 16,533 | |||||
| Product sales | 8,539 | 7,327 | 7,068 | ||||||||
| Total Revenue | 28,091 | 22,929 | 23,601 | ||||||||
| Interest & other income, net | 610 | 148 | 267 | ||||||||
| Expenses | |||||||||||
| Cost of services | 15,233 | 13,129 | 14,675 | ||||||||
| Cost of sales | 7,697 | 6,142 | 6,325 | ||||||||
| Research & engineering | 634 | 554 | 580 | ||||||||
| General & administrative | 376 | 339 | 365 | ||||||||
| Impairments & other | - | - | 12,658 | ||||||||
| Interest | 490 | 539 | 563 | ||||||||
| Income (loss) before taxes | 4,271 | 2,374 | (11,298 | ) | |||||||
| Tax expense (benefit) | 779 | 446 | (812 | ) | |||||||
| Net income (loss) | 3,492 | 1,928 | (10,486 | ) | |||||||
| Net income attributable to noncontrolling interests | 51 | 47 | 32 | ||||||||
| Net income (loss) attributable to SLB | $ | 3,441 | $ | 1,881 | $ | (10,518 | ) | ||||
| Basic earnings (loss) per share of SLB | $ | 2.43 | $ | 1.34 | $ | (7.57 | ) | ||||
| Diluted earnings (loss) per share of SLB | $ | 2.39 | $ | 1.32 | $ | (7.57 | ) | ||||
| Average shares outstanding: | |||||||||||
| Basic | 1,416 | 1,400 | 1,390 | ||||||||
| Assuming dilution | 1,437 | 1,427 | 1,390 |
See the Notes to Consolidated Financial Statements
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2022 | 2021 | 2020 | ||||||||
| Net income (loss) | $ | 3,492 | $ | 1,928 | $ | (10,486 | ) | ||||
| Currency translation adjustments | |||||||||||
| Net change arising during the period | (26 | ) | 83 | (239 | ) | ||||||
| Cash flow hedges | |||||||||||
| Net loss on cash flow hedges | (148 | ) | (12 | ) | (90 | ) | |||||
| Reclassification to net income (loss) of net realized (income) loss | 117 | (3 | ) | 54 | |||||||
| Pension and other postretirement benefit plans | |||||||||||
| Actuarial gain (loss) arising during the period | (305 | ) | 1,075 | (247 | ) | ||||||
| Amortization to net income (loss) of net actuarial loss | 75 | 271 | 200 | ||||||||
| Amortization to net income (loss) of net prior service credit | (23 | ) | (23 | ) | (17 | ) | |||||
| Impact of curtailment | - | - | (69 | ) | |||||||
| Income taxes on pension and other postretirement benefit plans | 24 | (74 | ) | (38 | ) | ||||||
| Other | 1 | (3 | ) | - | |||||||
| Comprehensive income (loss) | 3,207 | 3,242 | (10,932 | ) | |||||||
| Comprehensive income attributable to noncontrolling interests | 51 | 47 | 32 | ||||||||
| Comprehensive income (loss) attributable to SLB | $ | 3,156 | $ | 3,195 | $ | (10,964 | ) |
See the Notes to Consolidated Financial Statements
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
| (Stated in millions) | ||||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | 2022 | 2021 | ||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 1,655 | $ | 1,757 | ||||
| Short-term investments | 1,239 | 1,382 | ||||||
| Receivables less allowance for doubtful accounts (2022 - $340; 2021 - $319) | 7,032 | 5,315 | ||||||
| Inventories | 3,999 | 3,272 | ||||||
| Other current assets | 1,078 | 928 | ||||||
| 15,003 | 12,654 | |||||||
| Investments in Affiliated Companies | 1,581 | 2,044 | ||||||
| Fixed Assets less accumulated depreciation | 6,607 | 6,429 | ||||||
| Goodwill | 12,982 | 12,990 | ||||||
| Intangible Assets | 2,992 | 3,211 | ||||||
| Other Assets | 3,970 | 4,183 | ||||||
| $ | 43,135 | $ | 41,511 | |||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | 9,121 | 8,382 | ||||||
| Estimated liability for taxes on income | 1,002 | 879 | ||||||
| Short-term borrowings and current portion of long-term debt | 1,632 | 909 | ||||||
| Dividends payable | 263 | 189 | ||||||
| 12,018 | 10,359 | |||||||
| Long-term Debt | 10,594 | 13,286 | ||||||
| Postretirement Benefits | 165 | 231 | ||||||
| Deferred Taxes | 61 | 94 | ||||||
| Other Liabilities | 2,308 | 2,255 | ||||||
| 25,146 | 26,225 | |||||||
| Equity | ||||||||
| Common stock | 11,837 | 12,608 | ||||||
| Treasury stock | (1,016 | ) | (2,233 | ) | ||||
| Retained earnings | 10,719 | 8,199 | ||||||
| Accumulated other comprehensive loss | (3,855 | ) | (3,570 | ) | ||||
| SLB stockholders' equity | 17,685 | 15,004 | ||||||
| Noncontrolling interests | 304 | 282 | ||||||
| 17,989 | 15,286 | |||||||
| $ | 43,135 | $ | 41,511 |
See the Notes to Consolidated Financial Statements
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | 2022 | 2021 | 2020 | ||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 3,492 | $ | 1,928 | $ | (10,486 | ) | ||||
| Adjustments to reconcile net income (loss) to cash provided by operating activities: | |||||||||||
| Impairments and other charges and credits | (347 | ) | (65 | ) | 12,515 | ||||||
| Depreciation and amortization (1) | 2,147 | 2,120 | 2,566 | ||||||||
| Deferred taxes | (39 | ) | (31 | ) | (1,248 | ) | |||||
| Stock-based compensation expense | 313 | 324 | 397 | ||||||||
| Earnings of equity method investments, less dividends received | (96 | ) | 10 | (28 | ) | ||||||
| Change in assets and liabilities: (2) | |||||||||||
| (Increase) decrease in receivables | (1,728 | ) | (36 | ) | 2,345 | ||||||
| (Increase) decrease in inventories | (737 | ) | 75 | 86 | |||||||
| (Increase) decrease in other current assets | (44 | ) | 387 | 267 | |||||||
| Increase in other assets | (45 | ) | (2 | ) | (25 | ) | |||||
| Increase (decrease) in accounts payable and accrued liabilities | 704 | 160 | (3,330 | ) | |||||||
| Increase (decrease) in estimated liability for taxes on income | 96 | (154 | ) | (201 | ) | ||||||
| Increase (decrease) in other liabilities | 23 | (26 | ) | 19 | |||||||
| Other | (19 | ) | (39 | ) | 67 | ||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 3,720 | 4,651 | 2,944 | ||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (1,618 | ) | (1,141 | ) | (1,116 | ) | |||||
| APS investments | (587 | ) | (474 | ) | (303 | ) | |||||
| Exploration data capitalized | (97 | ) | (39 | ) | (101 | ) | |||||
| Net proceeds from divestitures | - | - | 434 | ||||||||
| Proceeds from sale of Liberty shares | 732 | 109 | - | ||||||||
| Proceeds from sale of ADC shares | 223 | - | - | ||||||||
| Proceeds from sale of real estate | 120 | - | - | ||||||||
| Business acquisitions and investments, net of cash acquired | (58 | ) | (103 | ) | (33 | ) | |||||
| Sale (purchase) of short-term investments, net | 138 | 787 | (1,141 | ) | |||||||
| Purchases of Blue Chip Swap securities | (259 | ) | - | - | |||||||
| Proceeds from sales of Blue Chip Swap securities | 111 | - | - | ||||||||
| Other | (93 | ) | (58 | ) | (93 | ) | |||||
| NET CASH USED IN INVESTING ACTIVITIES | (1,388 | ) | (919 | ) | (2,353 | ) | |||||
| Cash flows from financing activities: | |||||||||||
| Dividends paid | (848 | ) | (699 | ) | (1,734 | ) | |||||
| Proceeds from employee stock purchase plan | 142 | 137 | 146 | ||||||||
| Proceeds from exercise of stock options | 81 | - | - | ||||||||
| Taxes paid on net-settled stock-based compensation awards | (93 | ) | (24 | ) | (28 | ) | |||||
| Stock repurchase program | - | - | (26 | ) | |||||||
| Proceeds from issuance of long-term debt | - | 34 | 5,837 | ||||||||
| Repayment of long-term debt | (1,650 | ) | (2,076 | ) | (4,975 | ) | |||||
| Net increase (decrease) in short-term borrowings | 37 | (105 | ) | 156 | |||||||
| Repayment of finance lease-related obligations | - | - | (188 | ) | |||||||
| Other | (51 | ) | (91 | ) | (61 | ) | |||||
| NET CASH USED IN FINANCING ACTIVITIES | (2,382 | ) | (2,824 | ) | (873 | ) | |||||
| Net increase (decrease) in cash before translation effect | (50 | ) | 908 | (282 | ) | ||||||
| Translation effect on cash | (52 | ) | 5 | (11 | ) | ||||||
| Cash, beginning of period | 1,757 | 844 | 1,137 | ||||||||
| Cash, end of period | $ | 1,655 | $ | 1,757 | $ | 844 |
| (1) | Includes depreciation of property, plant and equipment and amortization of intangible assets, exploration data costs and APS investments. |
|---|
| (2) | Net of the effect of business acquisitions and divestitures. |
|---|
See the Notes to Consolidated Financial Statements
SCHLUMBERGER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
| (Stated in millions) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Accumulated | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Common Stock | Retained | Comprehensive | Noncontrolling | |||||||||||||||||||||
| Issued | In Treasury | Earnings | Loss | Interests | Total | |||||||||||||||||||
| Balance, January 1, 2020 | $ | 13,078 | $ | (3,631 | ) | $ | 18,751 | $ | (4,438 | ) | $ | 416 | $ | 24,176 | ||||||||||
| Net loss | (10,518 | ) | 32 | (10,486 | ) | |||||||||||||||||||
| Currency translation adjustments | (239 | ) | 7 | (232 | ) | |||||||||||||||||||
| Changes in fair value of cash flow hedges | (36 | ) | (36 | ) | ||||||||||||||||||||
| Pension and other postretirement benefit plans | (171 | ) | (171 | ) | ||||||||||||||||||||
| Vesting of restricted stock, net of taxes withheld | (201 | ) | 173 | (28 | ) | |||||||||||||||||||
| Employee stock purchase plan | (298 | ) | 444 | 146 | ||||||||||||||||||||
| Stock repurchase program | (26 | ) | (26 | ) | ||||||||||||||||||||
| Stock-based compensation expense | 397 | 397 | ||||||||||||||||||||||
| Dividends declared ($0.875 per share) | (1,215 | ) | (1,215 | ) | ||||||||||||||||||||
| Other | (6 | ) | 7 | (37 | ) | (36 | ) | |||||||||||||||||
| Balance, December 31, 2020 | 12,970 | (3,033 | ) | 7,018 | (4,884 | ) | 418 | 12,489 | ||||||||||||||||
| Net income | 1,881 | 47 | 1,928 | |||||||||||||||||||||
| Currency translation adjustments | 83 | (2 | ) | 81 | ||||||||||||||||||||
| Changes in fair value of cash flow hedges | (15 | ) | (15 | ) | ||||||||||||||||||||
| Pension and other postretirement benefit plans | 1,249 | 1,249 | ||||||||||||||||||||||
| Vesting of restricted stock, net of taxes withheld | (305 | ) | 281 | (24 | ) | |||||||||||||||||||
| Employee stock purchase plan | (377 | ) | 514 | 137 | ||||||||||||||||||||
| Stock-based compensation expense | 324 | 324 | ||||||||||||||||||||||
| Dividends declared ($0.50 per share) | (700 | ) | (700 | ) | ||||||||||||||||||||
| Deconsolidation of subsidiary | (123 | ) | (123 | ) | ||||||||||||||||||||
| Other | (4 | ) | 5 | (3 | ) | (58 | ) | (60 | ) | |||||||||||||||
| Balance, December 31, 2021 | 12,608 | (2,233 | ) | 8,199 | (3,570 | ) | 282 | 15,286 | ||||||||||||||||
| Net income | 3,441 | 51 | 3,492 | |||||||||||||||||||||
| Currency translation adjustments | (26 | ) | (26 | ) | ||||||||||||||||||||
| Changes in fair value of cash flow hedges | (31 | ) | (31 | ) | ||||||||||||||||||||
| Pension and other postretirement benefit plans | (229 | ) | (229 | ) | ||||||||||||||||||||
| Vesting of restricted stock, net of taxes withheld | (795 | ) | 702 | (93 | ) | |||||||||||||||||||
| Employee stock purchase plan | (222 | ) | 364 | 142 | ||||||||||||||||||||
| Stock-based compensation expense | 313 | 313 | ||||||||||||||||||||||
| Shares sold to optionees, less shares exchanged | (67 | ) | 148 | 81 | ||||||||||||||||||||
| Dividends declared ($0.65 per share) | (921 | ) | (921 | ) | ||||||||||||||||||||
| Other | 3 | 1 | (29 | ) | (25 | ) | ||||||||||||||||||
| Balance, December 31, 2022 | $ | 11,837 | $ | (1,016 | ) | $ | 10,719 | $ | (3,855 | ) | $ | 304 | $ | 17,989 |
See the Notes to Consolidated Financial Statements
SCHLUMBERGER LIMITED AND SUBSIDIARIES
SHARES OF COMMON STOCK
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | |||||||||||
| Issued | In Treasury | Outstanding | |||||||||
| Balance, January 1, 2020 | 1,434 | (49 | ) | 1,385 | |||||||
| Employee stock purchase plan | - | 6 | 6 | ||||||||
| Vesting of restricted stock | - | 2 | 2 | ||||||||
| Stock repurchase program | - | (1 | ) | (1 | ) | ||||||
| Balance, December 31, 2020 | 1,434 | (42 | ) | 1,392 | |||||||
| Employee stock purchase plan | - | 7 | 7 | ||||||||
| Vesting of restricted stock | - | 4 | 4 | ||||||||
| Balance, December 31, 2021 | 1,434 | (31 | ) | 1,403 | |||||||
| Employee stock purchase plan | - | 5 | 5 | ||||||||
| Vesting of restricted stock | - | 10 | 10 | ||||||||
| Shares sold to optionees, less shares exchanged | - | 2 | 2 | ||||||||
| Balance, December 31, 2022 | 1,434 | (14 | ) | 1,420 |
See the Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
- Business Description
Schlumberger Limited (Schlumberger N.V., incorporated in Curaçao) and its consolidated subsidiaries (collectively, “SLB”) form a global technology company that drives energy innovation for a balanced planet. With a global footprint in more than 100 countries and employees representing almost twice as many nationalities, SLB works each day on innovating oil and gas, delivering digital at scale, decarbonizing industries, and developing and scaling new energy systems that accelerate the energy transition.
- Summary of Accounting Policies
The Consolidated Financial Statements of SLB have been prepared in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, SLB evaluates its estimates, including those related to collectibility of accounts receivable; revenue recognized for certain long-term construction-type contracts over time; recoverability of fixed assets, goodwill, intangible assets, Asset Performance Solutions investments, and investments in affiliates; income taxes; exploration data; contingencies and actuarial assumptions for employee benefit plans. SLB bases its estimates on historical experience and other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Revenue Recognition
SLB recognizes revenue upon the transfer of control of promised products or services to customers at an amount that reflects the consideration it expects to receive in exchange for these products or services. The vast majority of SLB’s services and product offerings are short-term in nature. The time between invoicing and when payment is due under these arrangements is generally between 30 to 60 days.
Revenue is recognized for certain long-term construction-type contracts over time. These contracts involve significant design and engineering efforts in order to satisfy custom designs for customer-specific applications. Revenue is recognized as work progresses on each contract. Progress is measured by the ratio of actual costs incurred to date on the project in relation to total estimated project costs. The estimate of total project costs has a significant impact on both the amount of revenue recognized as well as the related profit on a project. Revenue and profits on contracts can also be significantly affected by change orders and claims. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs may be required as work progresses. Progress billings are generally issued upon completion of certain phases of work as stipulated in the contract. Any expected losses on a project are recorded in full in the period in which they become probable.
Due to the nature of its businesses, SLB does not have significant backlog. Total backlog was $3.0 billion at December 31, 2022, of which approximately 60% is expected to be recognized as revenue during 2023.
Short-term Investments
Short-term investments are comprised primarily of money market funds, time deposits, certificates of deposit, commercial paper, bonds, and notes, substantially all of which are denominated in US dollars and are stated at cost plus accrued interest, which approximates fair value.
For purposes of the Consolidated Statement of Cash Flows, SLB does not consider Short-term investments to be cash equivalents.
Investments in Affiliated Companies
Investments in companies in which SLB does not have a controlling financial interest, but over which it has significant influence, are accounted for using the equity method. SLB’s share of the after-tax earnings of equity method investees is included in Interest & other income. Investments in privately held companies in which SLB does not have the ability to exercise significant influence are accounted for using the cost method. Investments in publicly traded companies in which SLB does not have the ability to exercise significant influence are reported at fair value, with unrealized gains and losses reported as a component of Interest & other income.
Exploration Data
SLB’s exploration data library consists of completed and in-process seismic surveys that are licensed on a nonexclusive basis. SLB capitalizes costs directly incurred in acquiring and processing the exploration data. Such costs are charged to Cost of services based on the percentage of the total costs to the estimated total revenue that SLB expects to receive from the sales of such data. However, an individual survey generally will not carry a net book value greater than a 4-year, straight-line amortized value.
The carrying value of the exploration data library is reviewed for impairment annually as well as when an event or change in circumstance indicating impairment may have occurred. Adjustments to the carrying value are recorded when it is determined that estimated future cash flows, which involve significant judgment on the part of SLB, would not be sufficient to recover the carrying value of the surveys. Significant adverse changes in SLB’s estimated future cash flows could result in impairment charges in a future period.
Asset Performance Solutions
Asset Performance Solutions (“APS”) projects are generally focused on developing and co-managing production of customers’ assets under long-term agreements. SLB invests its own services and products into the field development activities and operations and is compensated on a fee-per-barrel basis or based on cash flow generated. This includes certain arrangements whereby SLB is only compensated based on incremental production that it helps deliver above a mutually agreed baseline.
SLB capitalizes its investments in a project including the direct costs associated with providing its services or products. These capitalized investments are amortized to the Consolidated Statement of Income (Loss) as the related production is achieved based on the units of production method, whereby each unit produced is assigned a pro-rata portion of the unamortized costs based on estimated total production, resulting in a matching of revenue with the applicable costs.
Concentration of Credit Risk
SLB’s assets that are exposed to concentrations of credit risk consist primarily of cash, short-term investments, receivables from clients and derivative financial instruments. SLB places its cash and short-term investments with financial institutions and corporations and limits the amount of credit exposure with any one of them. SLB regularly evaluates the creditworthiness of the issuers in which it invests. By using derivative financial instruments to hedge certain exposures, SLB exposes itself to some credit risk. SLB minimizes this credit risk by entering into transactions with high-quality counterparties, limiting the exposure to each counterparty and monitoring the financial condition of its counterparties.
As a large multinational company, SLB’s accounts receivable are spread over many countries and customers. The United States and Mexico represented 13% and 14%, respectively, of SLB’s net accounts receivable balance at December 31, 2022. No other countries accounted for greater than 10% of SLB’s accounts receivable balance. SLB maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of its customers’ financial condition. If the financial condition of SLB’s customers were to deteriorate resulting in an impairment of their ability to make payments, adjustments to the allowance may be required.
Earnings per Share
The following is a reconciliation from basic to diluted earnings (loss) per share of SLB:
| (Stated in millions, except per share amounts) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Income (Loss) Attributable to SLB | Average Shares Outstanding | Earnings (Loss) per Share | ||||||||||
| 2022: | ||||||||||||
| Basic | $ | 3,441 | 1,416 | $ | 2.43 | |||||||
| Dilutive impact of stock options and restricted stock | - | 21 | ||||||||||
| Diluted | $ | 3,441 | 1,437 | $ | 2.39 | |||||||
| 2021: | ||||||||||||
| Basic | $ | 1,881 | 1,400 | $ | 1.34 | |||||||
| Dilutive impact of stock options and restricted stock | - | 27 | ||||||||||
| Diluted | $ | 1,881 | 1,427 | $ | 1.32 | |||||||
| 2020: | ||||||||||||
| Basic | $ | (10,518 | ) | 1,390 | $ | (7.57 | ) | |||||
| Dilutive impact of stock options and restricted stock | - | - | ||||||||||
| Diluted | $ | (10,518 | ) | 1,390 | $ | (7.57 | ) |
The number of outstanding employee stock options to purchase shares of SLB common stock and unvested restricted stock units that were not included in the computation of diluted earnings/loss per share, because to do so would have had an anti-dilutive effect, were as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Employee stock options | 25 | 42 | 48 | ||||||||
| Unvested restricted stock | - | - | 19 |
- Charges and Credits
2022
SLB recorded the following charges and credits during 2022, all of which are classified in Interest & other income, net in the Consolidated Statement of Income (Loss):
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pretax | Tax Benefit | ||||||||||
| Charge (Credit) | (Expense) | Net | |||||||||
| First quarter: | |||||||||||
| Gain on sale of Liberty shares | $ | (26 | ) | $ | (4 | ) | $ | (22 | ) | ||
| Second quarter: | |||||||||||
| Gain on sale of Liberty shares | (215 | ) | (14 | ) | (201 | ) | |||||
| Gain on sale of real estate | (43 | ) | (2 | ) | (41 | ) | |||||
| Fourth quarter: | |||||||||||
| Gain on sale of Liberty shares | (84 | ) | (19 | ) | (65 | ) | |||||
| Loss on Blue Chip Swap transactions | 139 | - | 139 | ||||||||
| Gain on ADC equity investment | (107 | ) | (3 | ) | (104 | ) | |||||
| Gain on repurchase of bonds | (11 | ) | (2 | ) | (9 | ) | |||||
| $ | (347 | ) | $ | (44 | ) | $ | (303 | ) |
| • | On December 31, 2020, SLB contributed its onshore hydraulic fracturing business in the United States and Canada, including its pressure pumping, pumpdown perforating and Permian frac sand business to Liberty Energy Inc. (“Liberty”) in exchange for an equity interest in Liberty. During 2022, SLB sold 47.8 million of its shares of Liberty and received proceeds of $730 million. These transactions resulted in gains of $325 million. As of December 31, 2022, SLB had a 5% equity interest in Liberty. Based on the quoted market prices of Liberty’s shares, the fair value of SLB’s investment in Liberty was approximately $144 million as of December 31, 2022. SLB accounts for its investment in Liberty under the equity method of accounting and records its share of Liberty’s net income or loss on a one-quarter lag. |
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| • | The Central Bank of Argentina maintains certain currency controls that limit SLB’s ability to access US dollars in Argentina and remit cash from its Argentine operations. A legal indirect foreign exchange mechanism exists, in the form of capital market transactions known as Blue Chip Swaps, which effectively results in a parallel US dollar exchange rate. This parallel rate, which cannot be used as the basis to remeasure SLB’s Argentine peso-denominated net monetary assets in US dollars under US GAAP, was approximately 93% higher than Argentina’s official exchange rate at December 31, 2022. During the fourth quarter of 2022, SLB entered into Blue Chip Swap transactions that resulted in a loss of $139 million. |
|---|
| • | During the fourth quarter of 2022, SLB repurchased $395 million of its 3.75% Senior Notes due 2024 and $409 million of its 4.00% Senior Notes due 2025 for $790 million, resulting in a gain of $11 million after considering the write-off of the related deferred financing fees and other costs. |
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| • | SLB has an investment in the Arabian Drilling Company (“ADC”), an onshore and offshore gas and oil rig drilling company in Saudi Arabia, that it accounts for under the equity method. During the fourth quarter of 2022, ADC completed an initial public offering (“IPO”). In connection with the IPO, SLB sold a portion of its interest in a secondary offering that resulted in SLB receiving net proceeds of $223 million. As a result of these transactions, SLB’s ownership interest in ADC decreased from 49% to approximately 34%. SLB recognized a gain of $107 million, representing the gain on the sale of a portion of its interest as well as the effect of the ownership dilution of its equity investment due to the IPO. As of December 31, 2022, the fair value of SLB’s investment in ADC, based on the quoted market price of ADC’s shares, was approximately $930 million and the carrying value of its investment was $556 million. SLB accounts for its share of ADC’s net income on a one-quarter lag. |
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| • | During the second quarter of 2022, SLB sold certain real estate and received proceeds of $120 million. As a result of this transaction, SLB recognized a gain of $43 million. |
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2021
SLB recorded the following charges and credits during 2021:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pretax | Tax Benefit | ||||||||||
| Charge (Credit) | (Expense) | Net | |||||||||
| Third quarter: | |||||||||||
| Unrealized gain on marketable securities | $ | (47 | ) | $ | (11 | ) | $ | (36 | ) | ||
| Fourth quarter: | |||||||||||
| Gain on sale of Liberty shares | (28 | ) | (4 | ) | (24 | ) | |||||
| Early repayment of bonds | 10 | - | 10 | ||||||||
| $ | (65 | ) | $ | (15 | ) | $ | (50 | ) |
Third quarter 2021:
| • | During the third quarter of 2021, a start-up company that SLB previously invested in was acquired. As a result of this transaction, SLB’s ownership interest was converted into shares of a publicly traded company. SLB recognized an unrealized pretax gain of $47 million to increase the carrying value of this investment to its estimated fair value of approximately $55 million. This unrealized gain is reflected in Interest & other income, net in the Consolidated Statement of Income (Loss). |
|---|
Fourth quarter 2021:
| • | SLB sold 9.5 million of its shares of Liberty and received proceeds of $109 million. As a result of this transaction SLB recognized a gain of $28 million, which is classified in Interest & other income, net in the Consolidated Statement of Income (Loss). |
|---|
| • | On November 30, 2021, SLB deposited sufficient funds with the trustee for its $1.0 billion of 2.40% Senior Notes due 2022 (including payment of the February 1, 2022 interest payment) to satisfy and discharge all of its obligations relating to such notes. As a result of this transaction, SLB recorded a charge of $10 million. This charge is reflected in Interest in the Consolidated Statement of Income (Loss). |
|---|
2020
SLB recorded the following charges and credits during 2020, all of which, unless otherwise noted, are classified in Impairments & other in the Consolidated Statement of Income (Loss):
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pretax | Tax Benefit | ||||||||||
| Charge (Credit) | (Expense) | Net | |||||||||
| First quarter: | |||||||||||
| Goodwill | $ | 3,070 | $ | - | $ | 3,070 | |||||
| Intangible assets impairments | 3,321 | 815 | 2,506 | ||||||||
| Asset Performance Solutions investments | 1,264 | (4 | ) | 1,268 | |||||||
| North America pressure pumping impairment | 587 | 133 | 454 | ||||||||
| Workforce reductions | 202 | 7 | 195 | ||||||||
| Other | 79 | 9 | 70 | ||||||||
| Valuation allowance | - | (164 | ) | 164 | |||||||
| Second quarter: | |||||||||||
| Workforce reductions | 1,021 | 71 | 950 | ||||||||
| Asset Performance Solutions investments | 730 | 15 | 715 | ||||||||
| Fixed asset impairments | 666 | 52 | 614 | ||||||||
| Inventory write-downs | 603 | 49 | 554 | ||||||||
| Right-of-use asset impairments | 311 | 67 | 244 | ||||||||
| Costs associated with exiting certain activities | 205 | (25 | ) | 230 | |||||||
| Exploration data impairment | 156 | 2 | 154 | ||||||||
| Repurchase of bonds | 40 | 2 | 38 | ||||||||
| Postretirement benefits curtailment gain | (69 | ) | (16 | ) | (53 | ) | |||||
| Other | 60 | 4 | 56 | ||||||||
| Third quarter: | |||||||||||
| Facility exit charges | 254 | 39 | 215 | ||||||||
| Workforce reductions | 63 | - | 63 | ||||||||
| Other | 33 | 1 | 32 | ||||||||
| Fourth quarter: | |||||||||||
| Gain on sale of OneStim | (104 | ) | (11 | ) | (93 | ) | |||||
| Unrealized gain on marketable securities | (39 | ) | (9 | ) | (30 | ) | |||||
| Other | 62 | 4 | 58 | ||||||||
| $ | 12,515 | $ | 1,041 | $ | 11,474 |
First quarter 2020:
| • | Geopolitical events that increased the supply of low-priced oil to the global market occurred at the same time that demand weakened due to the worldwide effects of the COVID-19 pandemic, leading to a collapse in oil prices during March 2020. As a result, SLB’s market capitalization deteriorated significantly compared to the end of 2019. SLB’s stock price reached a low during the first quarter of 2020 not seen since 1995. Additionally, the Philadelphia Oil Services Sector index, which is comprised of companies involved in the oil services sector, reached an all-time low. As a result of these facts, SLB determined that it was more likely than not that the fair value of certain of its reporting units was less than their carrying value. |
|---|
Therefore, SLB performed an interim goodwill impairment test, which resulted in a $3.1 billion goodwill impairment charge. SLB used the income approach to estimate the fair value of its reporting units, but also considered the market approach to validate the results. The income approach estimates the fair value by discounting each reporting unit’s estimated future cash flows using SLB’s estimate of the discount rate, or expected return, that a marketplace participant would have required as of the valuation date. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results. The market approach involves significant judgement involved in the selection of the appropriate peer group companies and valuation multiples.
Some of the more significant assumptions inherent in the income approach include the estimated future net annual cash flows for each reporting unit and the discount rate. SLB selected the assumptions used in the discounted cash flow projections using historical data supplemented by current and anticipated market conditions and estimated growth rates. SLB’s estimates were based upon assumptions believed to be reasonable.
The discount rates utilized to value SLB’s reporting units were between 12.0% and 13.5%, depending on the risks and uncertainty inherent in the respective reporting unit as well as the size of the reporting unit. Assuming all other assumptions and inputs used in each of the respective discounted cash flow analysis were held constant, a 50-basis point increase or
decrease in the discount rate assumptions would have changed the fair value of the seven reporting units, on average, by less than 5%.
| • | The negative market indicators described above were triggering events that indicated that certain of SLB’s long-lived intangible and tangible assets may have been impaired. Recoverability testing indicated that certain long-lived assets were impaired. The estimated fair value of these assets was determined to be below their carrying value. As a result, SLB recorded the following impairment charges: |
|---|
| - | $3.3 billion relating to intangible assets, of which $2.2 billion relates to SLB’s 2016 acquisition of Cameron International Corporation and $1.1 billion relates to SLB’s 2010 acquisition of Smith International, Inc. Following this impairment charge, the carrying value of the impaired intangible assets was approximately $0.9 billion. |
|---|
| - | $1.3 billion relating to the carrying value of certain APS projects in North America. |
|---|
| - | $0.6 billion of fixed assets associated with the pressure pumping business in North America. |
|---|
| • | $202 million of severance. |
|---|
| • | $79 million of other restructuring charges, primarily consisting of the impairment of an equity method investment that was determined to be other-than-temporarily impaired. |
|---|
| • | $164 million relating to a valuation allowance against certain deferred tax assets. |
|---|
Second quarter 2020:
| • | As previously noted, late in the first quarter of 2020 geopolitical events that increased the supply of low-priced oil to the global market occurred at the same time as demand weakened due to the worldwide effects of the COVID-19 pandemic, which led to a collapse in oil prices. As a result, the second quarter of 2020 was the most challenging quarter in decades. SLB responded to these market conditions by taking actions to restructure its business and rationalize its asset base during the second quarter of 2020. These actions included reducing headcount, closing facilities, and exiting business lines in certain countries. Additionally, due to the resulting activity decline, SLB had assets that would no longer be utilized. As a consequence of these circumstances and decisions, SLB recorded the following restructuring and asset impairment charges: |
|---|
| - | $1.021 billion of severance associated with reducing its workforce by more than 21,000 employees. |
|---|
| - | $730 million relating to the carrying value of certain APS projects in Latin America. |
|---|
| - | $666 million of fixed asset impairments primarily relating to equipment that would no longer be utilized and facilities it exited. |
|---|
| - | $603 million write-down of the carrying value of inventory to its net realizable value. |
|---|
| - | $311 million write-down of right-of-use assets under operating leases associated with leased facilities SLB exited and excess equipment. |
|---|
| - | $205 million of costs associated with exiting certain activities. |
|---|
| - | $156 million impairment of certain exploration data. |
|---|
| - | $60 million of other costs, including a $42 million increase in the allowance for the doubtful accounts. |
|---|
| • | SLB repurchased all $600 million of its 4.20% Senior Notes due 2021 and $935 million of its 3.30% Senior Notes due 2021. SLB paid a premium of $40 million in connection with these repurchases. |
|---|
| • | As a consequence of the workforce reductions described above, SLB recorded a curtailment gain of $69 million relating to its US postretirement medical plan. See Note 16 – Pension and Other Postretirement Benefit Plans for further details. |
|---|
Third quarter 2020:
| • | SLB recorded the following restructuring charges: |
|---|
| - | $254 million of facility exit charges as SLB continued to rationalize its real estate footprint relating to both leased and owned facilities. |
|---|
| - | $63 million of severance. |
|---|
| - | $33 million of other charges. |
|---|
Fourth quarter 2020:
| • | On December 31, 2020, SLB contributed its OneStim business to Liberty in exchange for a 37% equity interest in Liberty. As a result of this transaction, SLB recognized a gain of $104 million. This gain is classified in Interest & other income, net in the Consolidated Statement of Income (Loss). |
|---|
| • | During the fourth quarter of 2020, a start-up company that SLB previously invested in completed an initial public offering. As a result, SLB recognized an unrealized gain of $39 million to increase the carrying value of this investment to its fair value of approximately $43 million. This unrealized gain is reflected in Interest & other income, net in the Consolidated Statement of Income (Loss). SLB sold its interest in this company during 2021. |
|---|
| • | During the fourth quarter of 2020, SLB entered into an agreement to purchase new software licenses. This transaction rendered certain previously purchased licenses obsolete. As a result, SLB wrote off the remaining $62 million of net book value associated with the obsolete software licenses. |
|---|
The fair value of certain of the assets impaired during 2020 was estimated based on the present value of projected future cash flows that the underlying assets are expected to generate. Such estimates included unobservable inputs that required significant judgment.
- Inventories
Inventories, which are stated at the lower of average cost or net realizable value, consist of the following:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Raw materials & field materials | $ | 2,085 | $ | 1,594 | |||
| Work in progress | 547 | 425 | |||||
| Finished goods | 1,367 | 1,253 | |||||
| $ | 3,999 | $ | 3,272 |
- Fixed Assets
Fixed assets consist of the following:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Land | $ | 326 | $ | 372 | |||
| Buildings & improvements | 4,328 | 4,371 | |||||
| Machinery & equipment | 23,732 | 24,334 | |||||
| 28,386 | 29,077 | ||||||
| Less: Accumulated depreciation | 21,779 | 22,648 | |||||
| $ | 6,607 | $ | 6,429 |
The estimated useful lives of Buildings & improvements are primarily 25 to 30 years. The estimated useful lives of Machinery & equipment are primarily 5 to 10 years.
Depreciation expense, which is recorded on a straight-line basis, was $1.4 billion in each of 2022 and 2021, and $1.6 billion in 2020.
- Goodwill
The changes in the carrying amount of goodwill by segment were as follows:
| (Stated in millions) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Digital & | Reservoir | Well | Production | ||||||||||||||||
| Integration | Performance | Construction | Systems | Total | |||||||||||||||
| Balance, December 31, 2020 | $ | 2,047 | $ | 3,802 | $ | 6,278 | $ | 853 | $ | 12,980 | |||||||||
| Acquisitions | 18 | - | - | - | 18 | ||||||||||||||
| Translation and other | (13 | ) | 2 | 3 | - | (8 | ) | ||||||||||||
| Balance, December 31, 2021 | 2,052 | 3,804 | 6,281 | 853 | 12,990 | ||||||||||||||
| Translation and other | (8 | ) | - | - | - | (8 | ) | ||||||||||||
| Balance, December 31, 2022 | $ | 2,044 | $ | 3,804 | $ | 6,281 | $ | 853 | $ | 12,982 |
- Intangible Assets
Intangible assets consist of the following:
| (Stated in millions) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||||||||||
| Gross | Accumulated | Net Book | Gross | Accumulated | Net Book | ||||||||||||||||||
| Book Value | Amortization | Value | Book Value | Amortization | Value | ||||||||||||||||||
| Customer Relationships | $ | 1,680 | $ | 631 | $ | 1,049 | $ | 1,681 | $ | 551 | $ | 1,130 | |||||||||||
| Technology/Technical Know-How | 1,280 | 676 | 604 | 1,264 | 562 | 702 | |||||||||||||||||
| Tradenames | 767 | 222 | 545 | 766 | 191 | 575 | |||||||||||||||||
| Other | 1,657 | 863 | 794 | 1,578 | 774 | 804 | |||||||||||||||||
| $ | 5,384 | $ | 2,392 | $ | 2,992 | $ | 5,289 | $ | 2,078 | $ | 3,211 |
Customer relationships are generally amortized over periods ranging from 18 to 28 years, technology/technical know-how are generally amortized over periods ranging from 10 to 18 years, and tradenames are generally amortized over periods ranging from 15 to 30 years.
Amortization expense was $301 million in 2022, $302 million in 2021, and $371 million in 2020.
Based on the carrying value of intangible assets at December 31, 2022, amortization expense for the subsequent five years is estimated to be as follows: 2023: $289 million, 2024: $281 million, 2025: $265 million, 2026: $260 million and 2027: $253 million.
- Long-term Debt and Debt Facility Agreements
Long-term Debt consists of the following:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| 3.90% Senior Notes due 2028 | $ | 1,464 | $ | 1,457 | |||
| 2.65% Senior Notes due 2030 | 1,250 | 1,250 | |||||
| 1.375% Guaranteed Notes due 2026 | 1,061 | 1,125 | |||||
| 2.00% Guaranteed Notes due 2032 | 1,055 | 1,118 | |||||
| 0.25% Notes due 2027 | 955 | 1,013 | |||||
| 0.50% Notes due 2031 | 954 | 1,012 | |||||
| 4.30% Senior Notes due 2029 | 847 | 846 | |||||
| 1.00% Guaranteed Notes due 2026 | 635 | 679 | |||||
| 0.00% Notes due 2024 | 531 | 563 | |||||
| 4.00% Senior Notes due 2025 | 522 | 930 | |||||
| 1.40% Senior Notes due 2025 | 499 | 498 | |||||
| 3.75% Senior Notes due 2024 | 355 | 748 | |||||
| 7.00% Notes due 2038 | 202 | 204 | |||||
| 5.95% Notes due 2041 | 112 | 113 | |||||
| 5.13% Notes due 2043 | 98 | 98 | |||||
| 3.70% Notes due 2024 | 54 | 55 | |||||
| 3.65% Senior Notes due 2023 | - | 1,497 | |||||
| 4.00% Notes due 2023 | - | 80 | |||||
| $ | 10,594 | $ | 13,286 |
At December 31, 2022, SLB had committed credit facility agreements with commercial banks aggregating $5.75 billion, all of which was available and unused. These committed facilities support commercial paper programs in the United States and Europe, of which $750 million matures in February 2024, $2.0 billion matures in February 2025, $1.0 billion matures in July 2026, and $2.0 billion in February 2027. SLB also has a €750 million three-year committed revolving credit facility that matures in June 2024. At December 31, 2022, no amounts had been drawn under this facility. Interest rates and other terms of borrowing under these lines of credit vary by facility.
Commercial paper borrowings are classified as long-term debt to the extent they are backed up by available and unused committed credit facilities maturing in more than one year and to the extent it is SLB’s intent to maintain these obligations for longer than one year. There were no borrowings under the commercial paper programs at December 31, 2022 and December 31, 2021, respectively.
Long-term Debt as of December 31, 2022 is due as follows: $0.9 billion in 2024, $1.0 billion in 2025, $1.7 billion in 2026, $1.0 billion in 2027, $1.5 billion in 2028, $0.8 billion in 2029 and $3.7 billion thereafter.
The fair value of SLB’s Long-term Debt at December 31, 2022 and December 31, 2021 was $9.4 billion and $13.9 billion, respectively, and was estimated based on quoted market prices.
Schlumberger Limited fully and unconditionally guarantees the securities issued by certain of its subsidiaries, including securities issued by Schlumberger Investment SA and Schlumberger Finance Canada Ltd., both indirect wholly-owned subsidiaries of Schlumberger Limited.
- Derivative Instruments and Hedging Activities
SLB’s functional currency is primarily the US dollar. Approximately 72% of SLB’s revenues in 2022 were denominated in US dollars. However, outside the United States, a significant portion of SLB’s expenses is incurred in foreign currencies. Therefore, when the US dollar weakens (strengthens) in relation to the foreign currencies of the countries in which SLB conducts business, the US dollar-reported expenses will increase (decrease).
SLB is exposed to risks on future cash flows relating to its fixed rate debt denominated in currencies other than the functional currency. SLB uses cross-currency interest rate swaps to provide a hedge against these cash flow risks. These contracts are accounted for as cash flow hedges, with the fair value of the derivative recorded on the Consolidated Balance Sheet and in Accumulated other comprehensive loss. Amounts recorded in Accumulated other comprehensive loss are reclassified into earnings in the same period or periods that the hedged item is recognized in earnings.
Details regarding SLB’s outstanding cross-currency interest rate swaps as of December 31, 2022, were as follows:
| • | During 2019, a US-dollar functional currency subsidiary of SLB issued €1.5 billion of Euro-denominated debt. SLB entered into cross-currency interest rate swaps in order to hedge changes in the fair value of its €0.5 billion 0.00% Notes due 2024, €0.5 billion 0.25% Notes due 2027 and €0.5 billion 0.50% Notes due 2031. These cross-currency interest rate swaps effectively convert the Euro-denominated notes to US-dollar denominated debt with fixed annual interest rates of 2.29%, 2.51% and 2.76%, respectively. |
|---|
| • | During 2020, a US-dollar functional currency subsidiary of SLB issued €0.8 billion of Euro-denominated debt. SLB entered into cross-currency interest rate swaps to hedge changes in the fair value of its €0.4 billion of 0.25% Notes due 2027 and €0.4 billion of 0.50% Notes due 2031. These cross-currency interest rate swaps effectively convert the Euro-denominated notes to US-dollar denominated debt with fixed annual interest rates of 1.87% and 2.20%, respectively. |
|---|
| • | During 2020, a US-dollar functional currency subsidiary of SLB issued €2.0 billion of Euro-denominated debt. SLB entered into cross-currency interest rate swaps to hedge changes in the fair value of its €1.0 billion of 1.375% Guaranteed Notes due 2026 and €1.0 billion of 2.00% Guaranteed Notes due 2032. These cross-currency interest rate swaps effectively convert the Euro-denominated notes to US-dollar denominated debt with fixed annual interest rates of 2.77% and 3.49%, respectively. |
|---|
| • | During 2020, a Canadian dollar functional currency subsidiary of SLB issued $0.5 billion of US dollar denominated debt. SLB entered into cross-currency interest rate swaps to hedge changes in the fair value of its $0.5 billion 1.40% Senior Notes due 2025. These cross-currency interest rate swaps effectively convert the US dollar notes to Canadian dollar denominated debt with a fixed annual interest rate of 1.73%. |
|---|
A summary of the amounts included in the Consolidated Balance Sheet relating to cross currency interest rate swaps follows:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| Dec. 31, 2022 | Dec. 31, 2021 | ||||||
| Other Assets | $ | 1 | $ | 66 | |||
| Other Liabilities | $ | 326 | $ | 78 |
The fair values were determined using a model with inputs that are observable in the market or can be derived or corroborated by observable data.
SLB had derivative contracts in place that hedged the price of oil related to approximately 75% of the projected oil production for 2022 for one of its APS projects. During 2022, SLB entered into derivative contracts that hedge the price of oil relating to approximately 70% of the projected oil production for the first six months of 2023 and approximately 30% of the projected oil production for the last six months of 2023 for the same project. These contracts are accounted for as cash flow hedges.
SLB is exposed to risks on future cash flows to the extent that the local currency is not the functional currency and expenses denominated in local currency are not equal to revenues denominated in local currency. SLB uses foreign currency forward contracts to provide a hedge against a portion of these cash flow risks. These contracts are accounted for as cash flow hedges.
SLB is also exposed to changes in the fair value of assets and liabilities denominated in currencies other than the functional currency. While SLB uses foreign currency forward contracts to economically hedge this exposure as it relates to certain currencies, these contracts are not designated as hedges for accounting purposes. Instead, the fair value of the derivative is recorded on the Consolidated Balance Sheet and changes in the fair value are recognized in the Consolidated Statement of Income (Loss), as are changes in the fair value of the hedged item. Transaction losses of $96 million in 2022, $23 million in 2021, and $21 million in 2020 were recognized in the Consolidated Statement of Income (Loss) net of related hedging activities.
Foreign currency forward contracts were outstanding for the US dollar equivalent of $2.1 billion and $1.7 billion in various foreign currencies as of December 31, 2022 and 2021, respectively.
Other than the previously mentioned cross-currency interest rate swaps, the fair value of the other outstanding derivatives was not material as of December 31, 2022 and 2021.
The effect of derivative instruments designated as hedges and those not designated as hedges on the Consolidated Statement of Income (Loss) was as follows:
| (Stated in millions) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gain (Loss) Recognized in Income (Loss) | Consolidated Statement | ||||||||||||
| 2022 | 2021 | 2020 | of Income (Loss) Classification | ||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||
| Cross-currency interest rate swaps | $ | (254 | ) | $ | (422 | ) | $ | 493 | Cost of services/sales | ||||
| Cross-currency interest rate swaps | (88 | ) | (83 | ) | (63 | ) | Interest expense | ||||||
| Commodity contracts | (87 | ) | - | - | Revenue | ||||||||
| Foreign exchange contracts | (30 | ) | 5 | (5 | ) | Cost of services/sales | |||||||
| $ | (459 | ) | $ | (500 | ) | $ | 425 | ||||||
| Derivatives not designated as hedges: | |||||||||||||
| Foreign exchange contracts | $ | 42 | $ | (11 | ) | $ | (29 | ) | Cost of services/sales | ||||
SLB does not enter into derivative transactions for speculative purposes.
- Stockholders’ Equity
SLB is authorized to issue 4,500,000,000 shares of common stock, par value $0.01 per share, of which 1,420,188,492 and 1,403,381,685 shares were outstanding on December 31, 2022 and 2021, respectively. Holders of common stock are entitled to one vote for each share of stock held. SLB is also authorized to issue 200,000,000 shares of preferred stock, par value $0.01 per share, which may be issued in series with terms and conditions determined by the SLB Board of Directors. No shares of preferred stock have been issued.
Accumulated Other Comprehensive Loss consists of the following:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Currency translation adjustments | $ | (2,444 | ) | $ | (2,419 | ) | $ | (2,502 | ) | ||
| Pension and other postretirement benefit plans | (1,295 | ) | (1,066 | ) | (2,314 | ) | |||||
| Cash flow hedges | (116 | ) | (85 | ) | (70 | ) | |||||
| Other | - | - | 2 | ||||||||
| $ | (3,855 | ) | $ | (3,570 | ) | $ | (4,884 | ) |
- Stock-based Compensation Plans
SLB has three types of stock-based compensation programs: (i) a restricted stock, restricted stock unit and performance share unit program (collectively referred to as “restricted stock”), (ii) a discounted stock purchase plan (“DSPP”), and (iii) stock options.
Restricted Stock
SLB grants performance share units to certain key employees. The number of shares earned is determined at the end of each performance period based on SLB’s achievement of certain predefined targets as described in the underlying performance share unit agreement. In the event SLB exceeds the predefined target, shares for up to a maximum of 250% of the target award may be awarded. In the event SLB falls below the predefined target, a reduced number of shares may be awarded. If SLB falls below the threshold award performance level, no shares will be awarded. As of December 31, 2022, 3.9 million performance share units were outstanding assuming the achievement of 100% of target.
All other restricted stock awards generally vest at the end of three years or vest ratably in equal tranches over a three-year period.
Restricted stock awards do not pay dividends or have voting rights prior to vesting. Accordingly, the fair value of a restricted stock award is generally the quoted market price of SLB’s stock on the date of grant less the present value of the expected dividends not received prior to vesting.
The following table summarizes information related to restricted stock activity:
| (Shares stated in millions) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||||||||||||||
| Weighted- | Weighted- | Weighted- | |||||||||||||||||||||
| Average | Average | Average | |||||||||||||||||||||
| Restricted | Grant Date | Restricted | Grant Date | Restricted | Grant Date | ||||||||||||||||||
| Stock | Fair Value | Stock | Fair Value | Stock | Fair Value | ||||||||||||||||||
| Unvested at beginning of year | 22 | $ | 29.03 | 19 | $ | 35.24 | 12 | $ | 49.86 | ||||||||||||||
| Granted | 7 | $ | 36.16 | 8 | $ | 25.16 | 11 | $ | 26.53 | ||||||||||||||
| Adjustments for performance achieved | 2 | $ | 35.55 | - | $ | - | - | $ | - | ||||||||||||||
| Vested | (13 | ) | $ | 32.42 | (5 | ) | $ | 48.44 | (3 | ) | $ | 71.56 | |||||||||||
| Forfeited | - | $ | - | - | $ | - | (1 | ) | $ | 45.95 | |||||||||||||
| Unvested at year-end | 18 | $ | 30.24 | 22 | $ | 29.03 | 19 | $ | 35.24 |
Discounted Stock Purchase Plan
Under the terms of the DSPP, employees can choose to have a portion of their earnings withheld, subject to certain restrictions, to purchase SLB common stock. Until July 1, 2022, the purchase price of the stock was 92.5% of the lower of the stock price at the beginning or end of the plan period at six-month intervals. Effective July 1, 2022, the purchase price of the stock was changed to 85% of the lower of the stock price at the beginning or end of the plan period at six-month intervals.
The fair value of the employees’ purchase rights under the DSPP was estimated using the Black-Scholes model with the following assumptions and resulting weighted-average fair value per share:
| 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend yield | 1.8 | % | 2.0 | % | 4.0 | % | |||||
| Expected volatility | 47 | % | 67 | % | 43 | % | |||||
| Risk-free interest rate | 1.32 | % | 0.07 | % | 0.88 | % | |||||
| Weighted-average fair value per share | $ | 8.05 | $ | 6.72 | $ | 5.38 |
Stock Options
Key employees may be granted stock options under SLB stock option plans. The exercise price equals the average of the high and low sales prices of SLB stock on the date of grant. The maximum term is 10 years, and the options generally vest in increments over five years.
The following table summarizes stock option activity:
| (Shares stated in millions) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||||||||||||||
| Weighted- | Weighted- | Weighted- | |||||||||||||||||||||
| Average | Average | Average | |||||||||||||||||||||
| Exercise | Exercise | Exercise | |||||||||||||||||||||
| Shares | Price | Shares | Price | Shares | Price | ||||||||||||||||||
| Outstanding at beginning of year | 42 | $ | 68.95 | 48 | $ | 70.37 | 46 | $ | 75.65 | ||||||||||||||
| Granted | - | $ | - | - | $ | - | 7 | $ | 38.75 | ||||||||||||||
| Exercised | (2 | ) | $ | 40.04 | - | $ | - | - | $ | - | |||||||||||||
| Forfeited / Expired | (5 | ) | $ | 71.45 | (6 | ) | $ | 80.46 | (5 | ) | $ | 71.86 | |||||||||||
| Outstanding at year-end | 35 | $ | 70.31 | 42 | $ | 68.95 | 48 | $ | 70.37 |
The following table summarizes information related to options outstanding and options exercisable as of December 31, 2022:
| (Shares stated in millions) | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Options Outstanding | Options Exercisable | ||||||||||||||||||||
| Weighted- | |||||||||||||||||||||
| Average | Weighted- | Weighted- | |||||||||||||||||||
| Options | Remaining Life | Average | Options | Average | |||||||||||||||||
| Exercise prices range | Outstanding | (in years) | Exercise Price | Exercisable | Exercise Price | ||||||||||||||||
| $38.75 - $41.47 | 10 | 6.6 | $ | 39.82 | 5 | $ | 40.19 | ||||||||||||||
| $47.55 - $69.98 | 2 | 2.8 | $ | 62.30 | 2 | $ | 62.36 | ||||||||||||||
| $70.31 - $79.85 | 9 | 2.0 | $ | 74.27 | 8 | $ | 74.15 | ||||||||||||||
| $80.53 - $88.77 | 8 | 3.3 | $ | 84.44 | 8 | $ | 84.45 | ||||||||||||||
| $91.28 - $114.83 | 6 | 1.7 | $ | 96.22 | 6 | $ | 96.21 | ||||||||||||||
| 35 | 3.6 | $ | 70.31 | 29 | $ | 76.70 |
The weighted-average remaining contractual life of stock options exercisable as of December 31, 2022 was 2.9 years.
The aggregate intrinsic value of stock options outstanding and stock options exercisable as of December 31, 2022 was $133 million and $49 million, respectively.
Total Stock-based Compensation Expense
The following summarizes stock-based compensation expense recognized in income:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Restricted stock | $ | 255 | $ | 254 | $ | 293 | |||||
| DSPP | 41 | 34 | 29 | ||||||||
| Stock options | 17 | 36 | 75 | ||||||||
| $ | 313 | $ | 324 | $ | 397 |
At December 31, 2022, there was $275 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements, of which $172 million is expected to be recognized in 2023, $87 million in 2024, $12 million in 2025, and $4 million in 2026.
As of December 31, 2022, approximately 36 million shares of SLB common stock were available for future grants under SLB’s stock-based compensation programs.
- Income Taxes
Income (loss) before taxes subject to United States and non-United States income taxes was as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| United States | $ | 600 | $ | 30 | $ | (4,394 | ) | ||||
| Outside United States | 3,671 | 2,344 | (6,904 | ) | |||||||
| $ | 4,271 | $ | 2,374 | $ | (11,298 | ) |
SLB recorded net pretax credits of $347 million in 2022 ($379 million of credits in the US and $32 million of net charges outside the US); and $65 million in 2021 ($75 million of credits in the US and $10 million of charges outside the US). SLB recorded net pretax charges of $12.515 billion in 2020 ($3.961 billion in the US and $8.554 billion outside the US). These charges and credits are included in the table above and are more fully described in Note 3 – Charges and Credits.
The components of net deferred tax liabilities were as follows:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Intangible assets | $ | (780 | ) | $ | (855 | ) | |
| Net operating losses | 326 | 427 | |||||
| Research and development credits | 129 | 118 | |||||
| Fixed assets, net | 101 | 151 | |||||
| Inventories | 45 | 58 | |||||
| Investments in non-US subsidiaries | (125 | ) | (161 | ) | |||
| Pension and other postretirement benefits | (114 | ) | (136 | ) | |||
| Other, net | 357 | 304 | |||||
| $ | (61 | ) | $ | (94 | ) |
Approximately $300 million of the $326 million deferred tax asset relating to net operating losses at December 31, 2022 can be carried forward indefinitely. The vast majority of the remaining balance expires at various dates between 2030 and 2041.
The deferred tax balances at December 31, 2022 and 2021 were net of valuation allowances relating to net operating losses in certain countries of $111 million and $133 million, respectively. Additionally, the deferred tax balances were net of valuation allowances relating to the following:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Foreign tax credits | $ | 181 | $ | 210 | |||
| Capital losses | $ | - | $ | 49 |
The components of Tax expense (benefit) were as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Current: | |||||||||||
| United States-Federal | $ | 2 | $ | (32 | ) | $ | 21 | ||||
| United States-State | 3 | - | 5 | ||||||||
| Outside United States | 813 | 509 | 410 | ||||||||
| 818 | 477 | 436 | |||||||||
| Deferred: | |||||||||||
| United States-Federal | $ | 98 | $ | (132 | ) | $ | (824 | ) | |||
| United States-State | 13 | 12 | (67 | ) | |||||||
| Outside United States | (70 | ) | (15 | ) | (563 | ) | |||||
| Valuation allowance | (80 | ) | 104 | 206 | |||||||
| (39 | ) | (31 | ) | (1,248 | ) | ||||||
| $ | 779 | $ | 446 | $ | (812 | ) |
A reconciliation of the United States statutory federal tax rate to the consolidated effective tax rate follows:
| 2022 | 2021 | 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| US federal statutory rate | 21 | % | 21 | % | 21 | % | |||||
| Charges and credits (See Note 3) | (1 | ) | - | (14 | ) | ||||||
| Other | (2 | ) | (2 | ) | - | ||||||
| 18 | % | 19 | % | 7 | % |
A number of the jurisdictions in which SLB operates have tax laws that are not fully defined and are evolving. SLB’s tax filings are subject to regular audit by the tax authorities. These audits may result in assessments for additional taxes that are resolved with the tax authorities or, potentially, through the courts. Tax liabilities are recorded based on estimates of additional taxes that will be due upon the conclusion of these audits. Due to the uncertain and complex application of tax regulations, the ultimate resolution of audits may result in liabilities which could be materially different from these estimates.
A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Balance at beginning of year | $ | 1,001 | $ | 1,271 | $ | 1,301 | |||||
| Additions based on tax positions related to the current year | 41 | 38 | 76 | ||||||||
| Additions for tax positions of prior years | 64 | 19 | 78 | ||||||||
| Impact of changes in exchange rates | (38 | ) | (24 | ) | (3 | ) | |||||
| Settlements with tax authorities | (37 | ) | (49 | ) | (15 | ) | |||||
| Reductions for tax positions of prior years | (94 | ) | (228 | ) | (87 | ) | |||||
| Reductions due to the lapse of statute of limitations | (44 | ) | (26 | ) | (79 | ) | |||||
| $ | 893 | $ | 1,001 | $ | 1,271 |
The amounts above exclude accrued interest and penalties of $155 million, $164 million and $184 million at December 31, 2022, 2021 and 2020, respectively. SLB classifies interest and penalties relating to uncertain tax positions within Tax expense (benefit) in the Consolidated Statement of Income (Loss).
The following table summarizes the tax years that are either currently under audit or remain open and subject to examination by the tax authorities in the most significant jurisdictions in which SLB operates:
| Canada | 2014 - 2022 |
|---|---|
| Ecuador | 2018 - 2022 |
| Mexico | 2013 - 2022 |
| Norway | 2017 - 2022 |
| Russia | 2019 - 2022 |
| Saudi Arabia | 2016 - 2022 |
| United Kingdom | 2017 - 2022 |
| United States | 2017 - 2022 |
- Leases
SLB’s leasing activities primarily consist of operating leases for administrative offices, manufacturing facilities, research centers, service centers, sales offices, and certain equipment. Total operating lease expense, which approximates cash paid and includes short-term leases, was $1.2 billion in both 2022 and 2021 and $1.4 billion in 2020.
Maturities of operating lease liabilities as of December 31, 2022 were as follows:
| (Stated in millions) | |||
|---|---|---|---|
| 2023 | $ | 165 | |
| 2024 | 134 | ||
| 2025 | 105 | ||
| 2026 | 79 | ||
| 2027 | 67 | ||
| Thereafter | 262 | ||
| Total lease payments | $ | 812 | |
| Less: Interest | (113 | ) | |
| $ | 699 | ||
| Amounts recognized in balance sheet: | |||
| Accounts payable and accrued liabilities | $ | 160 | |
| Other Liabilities | 539 | ||
| $ | 699 |
The weighted-average remaining lease term as of December 31, 2022 was 10 years. The weighted-average discount rate used to determine the operating lease liability as of December 31, 2022 was 3.3%.
- Contingencies
SLB is party to various legal proceedings from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. Management believes that the probability of a material loss with respect to any currently pending legal proceeding is remote. However, litigation is inherently uncertain, and it is not possible to predict the ultimate disposition of any of these proceedings.
- Segment Information
SLB is organized under four Divisions that combine and integrate SLB’s technologies, enhancing the Company’s ability to support the emerging long-term growth opportunities in each of these market segments.
The four Divisions, representing SLB’s segments, are:
| • | Digital & Integration – Combines SLB’s industry-leading digital solutions and data products with its integrated offering of Asset Performance Solutions. |
|---|
| • | Reservoir Performance – Consists of reservoir-centric technologies and services that are critical to optimizing reservoir productivity and performance. |
|---|
| • | Well Construction – Combines the full portfolio of products and services to optimize well placement and performance, maximize drilling efficiency, and improve wellbore assurance. |
|---|
| • | Production Systems – Develops technologies and provides expertise that enhance production and recovery from subsurface reservoirs to the surface, into pipelines, and to refineries. |
|---|
Financial information by segment is as follows:
| (Stated in millions) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | |||||||||||||||||||
| Depreciation | |||||||||||||||||||
| Pretax | and | Capital | |||||||||||||||||
| Revenue | Income | Assets | Amortization | Investments | |||||||||||||||
| Digital & Integration | $ | 3,725 | $ | 1,357 | $ | 3,132 | $ | 504 | $ | 689 | |||||||||
| Reservoir Performance | 5,553 | 881 | 3,159 | 386 | 478 | ||||||||||||||
| Well Construction | 11,397 | 2,202 | 6,481 | 524 | 687 | ||||||||||||||
| Production Systems | 7,862 | 748 | 5,603 | 311 | 346 | ||||||||||||||
| Eliminations & other | (446 | ) | (177 | ) | 1,426 | 271 | 102 | ||||||||||||
| Pretax segment operating income | 5,011 | ||||||||||||||||||
| Goodwill and intangible assets | 15,974 | ||||||||||||||||||
| Cash and short-term investments | 2,897 | ||||||||||||||||||
| All other assets | 4,463 | ||||||||||||||||||
| Corporate & other (1) | (637 | ) | 151 | ||||||||||||||||
| Interest income (2) | 27 | ||||||||||||||||||
| Interest expense (3) | (477 | ) | |||||||||||||||||
| Charges & credits (4) | 347 | ||||||||||||||||||
| $ | 28,091 | $ | 4,271 | $ | 43,135 | $ | 2,147 | $ | 2,302 |
| (Stated in millions) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | |||||||||||||||||||
| Depreciation | |||||||||||||||||||
| Pretax | and | Capital | |||||||||||||||||
| Revenue | Income | Assets | Amortization | Investments | |||||||||||||||
| Digital & Integration | $ | 3,290 | $ | 1,141 | $ | 3,134 | $ | 446 | $ | 516 | |||||||||
| Reservoir Performance | 4,599 | 648 | 2,923 | 415 | 348 | ||||||||||||||
| Well Construction | 8,706 | 1,195 | 4,714 | 537 | 424 | ||||||||||||||
| Production Systems | 6,710 | 634 | 4,684 | 302 | 267 | ||||||||||||||
| Eliminations & other | (376 | ) | (253 | ) | 1,501 | 269 | 99 | ||||||||||||
| Pretax segment operating income | 3,365 | ||||||||||||||||||
| Goodwill and intangible assets | 16,201 | ||||||||||||||||||
| Cash and short-term investments | 3,139 | ||||||||||||||||||
| All other assets | 5,215 | ||||||||||||||||||
| Corporate & other (1) | (573 | ) | 151 | ||||||||||||||||
| Interest income (2) | 31 | ||||||||||||||||||
| Interest expense (3) | (514 | ) | |||||||||||||||||
| Charges & credits (4) | 65 | ||||||||||||||||||
| $ | 22,929 | $ | 2,374 | $ | 41,511 | $ | 2,120 | $ | 1,654 |
| (Stated in millions) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | |||||||||||||||||||
| Depreciation | |||||||||||||||||||
| Pretax | and | Capital | |||||||||||||||||
| Revenue | Income (Loss) | Assets | Amortization | Investments | |||||||||||||||
| Digital & Integration | $ | 3,067 | $ | 727 | $ | 3,595 | $ | 615 | $ | 413 | |||||||||
| Reservoir Performance | 5,602 | 353 | 3,489 | 549 | 384 | ||||||||||||||
| Well Construction | 8,614 | 870 | 4,768 | 580 | 420 | ||||||||||||||
| Production Systems | 6,650 | 623 | 4,665 | 338 | 240 | ||||||||||||||
| Eliminations & other | (332 | ) | (172 | ) | 940 | 276 | 63 | ||||||||||||
| Pretax segment operating income | 2,401 | ||||||||||||||||||
| Goodwill and intangible assets | 16,436 | ||||||||||||||||||
| Cash and short-term investments | 3,006 | ||||||||||||||||||
| All other assets | 5,535 | ||||||||||||||||||
| Corporate & other (1) | (681 | ) | 208 | ||||||||||||||||
| Interest income (2) | 31 | ||||||||||||||||||
| Interest expense (3) | (534 | ) | |||||||||||||||||
| Charges & credits (4) | (12,515 | ) | |||||||||||||||||
| $ | 23,601 | $ | (11,298 | ) | $ | 42,434 | $ | 2,566 | $ | 1,520 |
| (1) | Comprised principally of certain corporate expenses not allocated to the segments, stock-based compensation costs, amortization expense associated with certain intangible assets, certain centrally managed initiatives and other nonoperating items. |
|---|
| (2) | Interest income excludes amounts which are included in the segments’ income (2022: $72 million; 2021: $2 million; 2020: $2 million). |
|---|
| (3) | Interest expense excludes amounts which are included in the segments’ income (2022: $13 million; 2021: $15 million; 2020: $28 million) and $10 million interest expense included in Charges & credits in 2021. |
|---|
| (4) | See Note 3 – Charges and Credits. |
|---|
Segment assets consist of receivables, inventories, fixed assets, exploration data and APS investments.
Capital investments includes capital expenditures, APS investments and exploration data cost capitalized.
Depreciation and amortization includes depreciation of property, plant and equipment and amortization of intangible assets, exploration data costs and APS investments.
Revenue by geographic area for the years ended December 31, 2022, 2021 and 2020 was as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| North America | $ | 5,995 | $ | 4,466 | $ | 5,478 | |||||
| Latin America | 5,661 | 4,459 | 3,472 | ||||||||
| Europe/CIS/Africa | 7,201 | 5,778 | 5,963 | ||||||||
| Middle East & Asia | 9,033 | 8,059 | 8,567 | ||||||||
| Eliminations & other | 201 | 167 | 121 | ||||||||
| $ | 28,091 | $ | 22,929 | $ | 23,601 |
Revenue is based on the location where services are provided and products are sold.
During each of the three years ended December 31, 2022, 2021 and 2020, no single customer exceeded 10% of consolidated revenue.
SLB did not have revenue from third-party customers in its country of domicile during the last three years. Revenue in the United States in 2022, 2021 and 2020 was $4.6 billion, $3.4 billion and $4.5 billion, respectively.
North America and International revenue disaggregated by segment was as follows:
| (Stated in millions) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | |||||||||||||||
| North America | International | Other | Total | ||||||||||||
| Digital & Integration | $ | 1,069 | $ | 2,651 | $ | 5 | $ | 3,725 | |||||||
| Reservoir Performance | 455 | 5,091 | 7 | 5,553 | |||||||||||
| Well Construction | 2,311 | 8,875 | 211 | 11,397 | |||||||||||
| Production Systems | 2,176 | 5,675 | 11 | 7,862 | |||||||||||
| Eliminations & other | (16 | ) | (397 | ) | (33 | ) | (446 | ) | |||||||
| $ | 5,995 | $ | 21,895 | $ | 201 | $ | 28,091 |
| (Stated in millions) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | |||||||||||||||
| North America | International | Other | Total | ||||||||||||
| Digital & Integration | $ | 812 | $ | 2,474 | $ | 4 | $ | 3,290 | |||||||
| Reservoir Performance | 329 | 4,266 | 4 | 4,599 | |||||||||||
| Well Construction | 1,485 | 7,025 | 196 | 8,706 | |||||||||||
| Production Systems | 1,832 | 4,865 | 13 | 6,710 | |||||||||||
| Eliminations & other | 8 | (334 | ) | (50 | ) | (376 | ) | ||||||||
| $ | 4,466 | $ | 18,296 | $ | 167 | $ | 22,929 |
| (Stated in millions) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | |||||||||||||||
| North America | International | Other | Total | ||||||||||||
| Digital & Integration | $ | 573 | $ | 2,487 | $ | 7 | $ | 3,067 | |||||||
| Reservoir Performance | 1,547 | 4,043 | 12 | 5,602 | |||||||||||
| Well Construction | 1,453 | 6,965 | 196 | 8,614 | |||||||||||
| Production Systems | 1,921 | 4,702 | 27 | 6,650 | |||||||||||
| Eliminations & other | (16 | ) | (195 | ) | (121 | ) | (332 | ) | |||||||
| $ | 5,478 | $ | 18,002 | $ | 121 | $ | 23,601 |
Fixed Assets less accumulated depreciation by geographic area was as follows:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| North America | $ | 1,459 | $ | 1,368 | |||
| Latin America | 913 | 868 | |||||
| Europe/CIS/Africa | 1,668 | 1,690 | |||||
| Middle East & Asia | 2,099 | 2,049 | |||||
| Unallocated | 468 | 454 | |||||
| $ | 6,607 | $ | 6,429 |
- Pension and Other Postretirement Benefit Plans
Pension Plans
SLB sponsors several defined benefit pension plans that cover substantially all US employees hired prior to October 1, 2004. The benefits are based on years of service and compensation, on a career-average pay basis.
In addition to the US defined benefit pension plans, SLB sponsors several other international defined benefit pension plans. The most significant of these international plans are the International Staff Pension Plan and the UK pension plan (collectively, the “International plans”). The International Staff Pension Plan covers certain international employees hired prior to July 1, 2014 and is based on years of service and compensation on a career-average pay basis. The UK plan covers employees hired prior to April 1, 1999, and is based on years of service and compensation, on a final salary basis.
The weighted-average assumed discount rate, compensation increases and expected long-term rate of return on plan assets used to determine the net pension cost for the US and International plans were as follows:
| US | International | ||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||||||||||||||
| Discount rate | 3.00 | % | 2.60 | % | 3.30 | % | 2.83 | % | 2.38 | % | 3.27 | % | |||||||||||
| Compensation increases | 4.00 | % | 4.00 | % | 4.00 | % | 4.83 | % | 4.82 | % | 4.83 | % | |||||||||||
| Return on plan assets | 4.40 | % | 6.60 | % | 6.60 | % | 5.05 | % | 6.73 | % | 6.71 | % |
Net pension cost (credit) included the following components:
| (Stated in millions) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| US | International | ||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||||||||||||||
| Service cost | $ | 37 | $ | 44 | $ | 55 | $ | 101 | $ | 117 | $ | 140 | |||||||||||
| Interest cost | 137 | 127 | 148 | 298 | 267 | 301 | |||||||||||||||||
| Expected return on plan assets | (202 | ) | (254 | ) | (233 | ) | (530 | ) | (640 | ) | (591 | ) | |||||||||||
| Amortization of prior service cost | - | - | 8 | - | - | - | |||||||||||||||||
| Amortization of net loss | 5 | 44 | 41 | 80 | 227 | 159 | |||||||||||||||||
| $ | (23 | ) | $ | (39 | ) | $ | 19 | $ | (51 | ) | $ | (29 | ) | $ | 9 |
The weighted-average assumed discount rate and compensation increases used to determine the projected benefit obligations for the US and International plans were as follows:
| US | International | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Discount rate | 5.50 | % | 3.00 | % | 5.41 | % | 2.83 | % | |||||||
| Compensation increases | 4.00 | % | 4.00 | % | 4.84 | % | 4.83 | % |
The changes in the projected benefit obligation, plan assets and funded status of the plans were as follows:
| (Stated in millions) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| US | International | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Change in Projected Benefit Obligations: | |||||||||||||||
| Projected benefit obligation at beginning of year | $ | 4,668 | $ | 4,940 | $ | 10,618 | $ | 11,140 | |||||||
| Service cost | 37 | 44 | 101 | 117 | |||||||||||
| Interest cost | 137 | 127 | 298 | 267 | |||||||||||
| Contribution by plan participants | - | - | 47 | 53 | |||||||||||
| Actuarial gains | (1,152 | ) | (211 | ) | (3,140 | ) | (586 | ) | |||||||
| Currency effect | - | - | (148 | ) | (18 | ) | |||||||||
| Benefits paid | (375 | ) | (232 | ) | (363 | ) | (355 | ) | |||||||
| Other | - | - | 185 | - | |||||||||||
| Projected benefit obligation at end of year | $ | 3,315 | $ | 4,668 | $ | 7,598 | $ | 10,618 | |||||||
| Change in Plan Assets: | |||||||||||||||
| Plan assets at fair value at beginning of year | $ | 4,696 | $ | 4,776 | $ | 11,221 | $ | 10,493 | |||||||
| Actual return on plan assets | (933 | ) | 145 | (2,834 | ) | 1,040 | |||||||||
| Currency effect | - | - | (188 | ) | (28 | ) | |||||||||
| Company contributions | 8 | 7 | 18 | 18 | |||||||||||
| Contributions by plan participants | - | - | 47 | 53 | |||||||||||
| Benefits paid | (375 | ) | (232 | ) | (363 | ) | (355 | ) | |||||||
| Other | - | - | 225 | - | |||||||||||
| Plan assets at fair value at end of year | $ | 3,396 | $ | 4,696 | $ | 8,126 | $ | 11,221 | |||||||
| Asset | $ | 81 | $ | 28 | $ | 528 | $ | 603 | |||||||
| Amounts Recognized in Balance Sheet: | |||||||||||||||
| Postretirement Benefits | $ | (151 | ) | $ | (212 | ) | $ | (14 | ) | $ | (19 | ) | |||
| Other Assets | 232 | 240 | 542 | 622 | |||||||||||
| $ | 81 | $ | 28 | $ | 528 | $ | 603 | ||||||||
| Amounts Recognized in Accumulated Other Comprehensive Loss: | |||||||||||||||
| Actuarial losses | $ | 255 | $ | 276 | $ | 1,366 | $ | 1,174 | |||||||
| Accumulated benefit obligation | $ | 3,221 | $ | 4,484 | $ | 7,454 | $ | 10,370 |
The asset represents the difference between the plan assets and the projected benefit obligation (“PBO”). The PBO represents the actuarial present value of benefits based on employee service and compensation and includes an assumption about future compensation levels. The accumulated benefit obligation represents the actuarial present value of benefits based on employee service and compensation but does not include an assumption about future compensation levels.
Actuarial gains arising during each of 2022 and 2021 were primarily attributable to increases in the discount rate used to determine the PBO.
The weighted-average allocation of plan assets as of December 31, 2022 and 2021 and the target allocations by asset category as of December 31, 2022 were as follows:
| US | International | ||||||||||||||||||||||||||||
| Target | 2022 | 2021 | Target | 2022 | 2021 | ||||||||||||||||||||||||
| Cash and cash equivalents | 0 - 3 | % | 2 | % | 2 | % | 0 - 5 | % | 2 | % | 3 | % | |||||||||||||||||
| Equity securities | 0 - 5 | - | 5 | 10 - 20 | 10 | 23 | |||||||||||||||||||||||
| Debt securities | 80 - 90 | 83 | 84 | 50 - 60 | 56 | 53 | |||||||||||||||||||||||
| Private equity and real estate | 5 - 12 | 11 | 8 | 15 - 22 | 19 | 13 | |||||||||||||||||||||||
| Private debt | 2 - 8 | 4 | 1 | 9 - 15 | 13 | 8 | |||||||||||||||||||||||
| 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
Asset performance is monitored frequently with an overall expectation that plan assets will meet or exceed the weighted index of its target asset allocation and component benchmark over rolling five-year periods.
The expected rate of return on assets assumptions reflect the long-term average rate of return expected to be earned on plan assets. The assumptions have been determined based on expectations regarding future rates of return for the portfolio considering the asset allocation and related historical rates of return. The appropriateness of the assumptions is reviewed annually.
The fair value of SLB’s pension plan assets at December 31, 2022 and 2021, by asset category, is presented below and was determined based on valuation techniques categorized as follows:
| • | Level One: The use of quoted prices in active markets for identical instruments. |
|---|
| • | Level Two: The use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or other inputs that are observable in the market or can be corroborated by observable market data. |
|---|
| • | Level Three: The use of significant unobservable inputs that typically require the use of management’s estimates of assumptions that market participants would use in pricing. |
|---|
| (Stated in millions) | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| US Plan Assets | |||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||
| Level | Level | Level | Level | Level | Level | ||||||||||||||||||||||||||
| Total | One | Two | Three | Total | One | Two | Three | ||||||||||||||||||||||||
| Asset Category: | |||||||||||||||||||||||||||||||
| Cash and Cash Equivalents | $ | 81 | $ | 77 | $ | 4 | $ | - | $ | 68 | $ | 61 | $ | 7 | $ | - | |||||||||||||||
| Equity Securities: | |||||||||||||||||||||||||||||||
| US | 3 | - | 3 | - | 212 | 196 | 16 | - | |||||||||||||||||||||||
| International | - | - | - | - | 49 | 48 | 1 | - | |||||||||||||||||||||||
| Debt Securities: | |||||||||||||||||||||||||||||||
| Corporate bonds | 1,775 | - | 1,775 | - | 2,583 | - | 2,583 | - | |||||||||||||||||||||||
| Government and related debt securities | 1,014 | 157 | 857 | - | 1,353 | 199 | 1,154 | - | |||||||||||||||||||||||
| Mortgage and asset-based securities | 29 | - | 29 | - | - | - | - | - | |||||||||||||||||||||||
| Alternative Investments: | |||||||||||||||||||||||||||||||
| Private equity | 291 | - | - | 291 | 293 | - | - | 293 | |||||||||||||||||||||||
| Private debt | 124 | - | - | 124 | 39 | - | - | 39 | |||||||||||||||||||||||
| Real estate | 79 | - | - | 79 | 99 | - | - | 99 | |||||||||||||||||||||||
| Total | $ | 3,396 | $ | 234 | $ | 2,668 | $ | 494 | $ | 4,696 | $ | 504 | $ | 3,761 | $ | 431 |
| (Stated in millions) | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| International Plan Assets | |||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||
| Level | Level | Level | Level | Level | Level | ||||||||||||||||||||||||||
| Total | One | Two | Three | Total | One | Two | Three | ||||||||||||||||||||||||
| Asset Category: | |||||||||||||||||||||||||||||||
| Cash and Cash Equivalents | $ | 170 | $ | 163 | $ | 7 | $ | - | $ | 362 | $ | 353 | $ | 9 | $ | - | |||||||||||||||
| Equity Securities: | |||||||||||||||||||||||||||||||
| US | 580 | 497 | 83 | - | 1,909 | 1,600 | 309 | - | |||||||||||||||||||||||
| International | 273 | 273 | - | - | 717 | 717 | - | - | |||||||||||||||||||||||
| Debt Securities: | |||||||||||||||||||||||||||||||
| Corporate bonds | 2,224 | - | 2,224 | - | 2,859 | - | 2,859 | - | |||||||||||||||||||||||
| Government and related debt securities | 2,283 | 336 | 1,947 | - | 2,390 | 221 | 2,169 | - | |||||||||||||||||||||||
| Mortgage and asset-based securities | 13 | - | 13 | - | 644 | - | 644 | - | |||||||||||||||||||||||
| Alternative Investments: | |||||||||||||||||||||||||||||||
| Private equity | 1,362 | - | - | 1,362 | 1,284 | - | - | 1,284 | |||||||||||||||||||||||
| Private debt | 1,041 | - | - | 1,041 | 869 | - | - | 869 | |||||||||||||||||||||||
| Real estate | 180 | - | - | 180 | 187 | - | - | 187 | |||||||||||||||||||||||
| Total | $ | 8,126 | $ | 1,269 | $ | 4,274 | $ | 2,583 | $ | 11,221 | $ | 2,891 | $ | 5,990 | $ | 2,340 |
SLB’s funding policy is to annually contribute amounts that are based upon a number of factors including the funded status of the plans, amounts that are deductible for income tax purposes, legal funding requirements and available cash flow. SLB does not expect to make any material contributions to its postretirement benefit plans in 2023.
Postretirement Benefits Other Than Pensions
SLB provides healthcare benefits to certain former US employees who have retired.
The actuarial assumptions used to determine the accumulated postretirement benefit obligation and net periodic benefit cost for the US postretirement medical plan were as follows:
| Benefit Obligations | Net Periodic Benefit | ||||||||||||||||||
| At December 31, | Cost for the Year | ||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2020 | |||||||||||||||
| Discount rate | 5.50 | % | 3.00 | % | 3.00 | % | 2.60 | % | 3.30 | % | |||||||||
| Return on plan assets | - | - | 2.94 | % | 6.21 | % | 6.21 | % | |||||||||||
| Current medical cost trend rate | 7.50 | % | 6.75 | % | 6.75 | % | 7.00 | % | 7.25 | % | |||||||||
| Ultimate medical cost trend rate | 4.50 | % | 4.50 | % | 4.50 | % | 4.50 | % | 4.50 | % | |||||||||
| Year that the rate reaches the ultimate trend rate | 2035 | 2031 | 2031 | 2031 | 2031 |
The net periodic benefit credit for the US postretirement medical plan included the following components:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Service cost | $ | 23 | $ | 28 | $ | 31 | |||||
| Interest cost | 33 | 32 | 36 | ||||||||
| Expected return on plan assets | (38 | ) | (73 | ) | (70 | ) | |||||
| Amortization of prior service credit | (23 | ) | (23 | ) | (25 | ) | |||||
| Amortization of net loss | (10 | ) | - | - | |||||||
| Curtailment gain | - | - | (69 | ) | |||||||
| $ | (15 | ) | $ | (36 | ) | $ | (97 | ) |
Due to the actions taken by SLB to reduce its global workforce during 2020, SLB experienced a significant reduction in the expected aggregate years of future service of its employees in its US postretirement medical plan. Accordingly, SLB recorded a curtailment gain of $69 million during the second quarter of 2020 relating to this plan. The curtailment gain includes recognition of the decrease in the benefit obligation as well as a portion of the previously unrecognized prior service credit, reflecting the reduction in expected years of future service. As a result of the curtailment, SLB performed a remeasurement of the plan, which had an immaterial impact. This gain was classified in Impairments & other in the Consolidated Statement of Income (Loss). See Note 3 – Charges and Credits.
The changes in the accumulated postretirement benefit obligation, plan assets and funded status were as follows:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Change in Accumulated Postretirement Benefit Obligation: | |||||||
| Benefit obligation at beginning of year | $ | 1,146 | $ | 1,234 | |||
| Service cost | 23 | 28 | |||||
| Interest cost | 33 | 32 | |||||
| Contribution by plan participants | 9 | 10 | |||||
| Actuarial gains | (338 | ) | (95 | ) | |||
| Benefits paid | (65 | ) | (63 | ) | |||
| Benefit obligation at end of year | $ | 808 | $ | 1,146 | |||
| Change in Plan Assets: | |||||||
| Plan assets at fair value at beginning of year | $ | 1,318 | $ | 1,356 | |||
| Actual return on plan assets | (323 | ) | 15 | ||||
| Contributions by plan participants | 8 | 10 | |||||
| Benefits paid | (65 | ) | (63 | ) | |||
| Plan assets at fair value at end of year | $ | 938 | $ | 1,318 | |||
| Asset | $ | 130 | $ | 172 | |||
| Amounts Recognized in Accumulated Other Comprehensive Loss: | |||||||
| Actuarial gains | $ | 199 | $ | 225 | |||
| Prior service credit | 59 | 81 | |||||
| $ | 258 | $ | 306 |
The asset balance relating to this plan was included in Other Assets in the Consolidated Balance Sheet.
The assets of the US postretirement medical plan are invested 87% in debt securities and 13% in equity securities at December 31, 2022. The fair value of these assets was primarily determined based on Level Two valuation techniques.
Other Information
The expected benefits to be paid under the US and International pension plans as well as the postretirement medical plan are as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pension Plans | Postretirement | ||||||||||
| US | International | Medical Plan | |||||||||
| 2023 | $ | 226 | $ | 390 | $ | 51 | |||||
| 2024 | $ | 227 | $ | 399 | $ | 51 | |||||
| 2025 | $ | 228 | $ | 412 | $ | 52 | |||||
| 2026 | $ | 230 | $ | 425 | $ | 52 | |||||
| 2027 | $ | 231 | $ | 432 | $ | 54 | |||||
| 2028-2032 | $ | 1,168 | $ | 2,376 | $ | 296 |
- Supplementary Information
Cash paid for interest and income taxes was as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Interest | $ | 562 | $ | 560 | $ | 598 | |||||
| Income tax | $ | 716 | $ | 591 | $ | 582 |
Interest and other income, net includes the following:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Gain on sale of Liberty shares * | $ | 325 | $ | 28 | $ | - | |||||
| Loss on Blue Chip Swap transactions * | (139 | ) | - | - | |||||||
| Gain on ADC equity investment * | 107 | - | - | ||||||||
| Earnings of equity method investments | 164 | 40 | 91 | ||||||||
| Interest income | 99 | 33 | 33 | ||||||||
| Gain on sale of real estate * | 43 | - | - | ||||||||
| Gain on repurchase of bonds * | 11 | - | - | ||||||||
| Unrealized gain on marketable securities * | - | 47 | 39 | ||||||||
| Gain on sale of OneStim * | - | - | 104 | ||||||||
| $ | 610 | $ | 148 | $ | 267 |
- See Note 3 – Charges and Credits
The components of depreciation and amortization expense were as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Depreciation of fixed assets | $ | 1,368 | $ | 1,402 | $ | 1,625 | |||||
| Amortization of APS investments | 368 | 305 | 396 | ||||||||
| Amortization of intangible assets | 301 | 302 | 371 | ||||||||
| Amortization of exploration data costs | 110 | 111 | 174 | ||||||||
| $ | 2,147 | $ | 2,120 | $ | 2,566 |
The change in Allowance for doubtful accounts was as follows:
| (Stated in millions) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Balance at beginning of year | $ | 319 | $ | 301 | $ | 255 | |||||
| Additions | 54 | 47 | 58 | ||||||||
| Amounts written off | (33 | ) | (29 | ) | (12 | ) | |||||
| Balance at end of year | $ | 340 | $ | 319 | $ | 301 |
Revenue in excess of billings related to contracts where revenue is recognized over time was $0.3 billion at December 31, 2022 and $0.2 billion at December 31, 2021. Such amounts are included within Receivables less allowance for doubtful accounts in the Consolidated Balance Sheet.
Other Assets consist of the following:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Investments in APS projects | $ | 2,023 | $ | 1,786 | |||
| Pension and other postretirement plan assets | 904 | 1,034 | |||||
| Operating lease assets | 538 | 553 | |||||
| Exploration data costs capitalized | 141 | 154 | |||||
| Fair value of hedge contracts | 1 | 66 | |||||
| Other | 363 | 590 | |||||
| $ | 3,970 | $ | 4,183 |
Accounts payable and accrued liabilities consist of the following:
| (Stated in millions) | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Trade | $ | 3,921 | $ | 3,205 | |||
| Payroll, vacation and employee benefits | 1,493 | 1,377 | |||||
| Billings and cash collections in excess of revenue | 1,157 | 1,088 | |||||
| Other | 2,550 | 2,712 | |||||
| $ | 9,121 | $ | 8,382 |
Management’s Report on Internal Control Over Financial Reporting
SLB management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a–15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). SLB’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
SLB management assessed the effectiveness of its internal control over financial reporting as of December 31, 2022. In making this assessment, it used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on this assessment SLB’s management has concluded that, as of December 31, 2022, its internal control over financial reporting is effective based on those criteria.
The effectiveness of SLB’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
of Schlumberger Limited
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheet of Schlumberger Limited and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Uncertain Tax Positions
As described in Note 12 to the consolidated financial statements, the Company’s tax filings are subject to regular audit by the tax authorities, and those audits may result in assessments for additional taxes that are resolved with the tax authorities or, potentially, through the courts. Tax liabilities are recorded based on estimates of additional taxes that will be due upon the conclusion of these audits.
The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are the significant judgment applied by management in determining these liabilities including a high degree of estimation uncertainty due to the uncertain and complex application of tax regulations, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s estimates.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification and recognition of uncertain tax positions. These procedures also included, among others (i) evaluating management’s process for determining the estimated liabilities for uncertain tax positions, (ii) testing the completeness and reasonableness of uncertain tax positions recorded in the consolidated financial statements, and (iii) evaluating assessments received from the relevant tax authorities. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of assumptions used by management, including management’s assessment of whether tax positions are more-likely-than-not of being sustained.
| /s/ PricewaterhouseCoopers LLP |
| Houston, Texas |
| January 25, 2023 |
We have served as the Company’s auditor since 1952.
Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk. · Next: Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.