SLB 10-Q 2025-06-30

Filed 2025-07-24. 7 sections, 105K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file No.: 1-4601

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Schlumberger N.V. (Schlumberger Limited)

(Exact name of registrant as specified in its charter)

C****uraçao52-0684746
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
42 rue Saint-Dominique
Paris, France75007
5599 San Felipe
Houston**,** Texas**,** United States of America77056
62 Buckingham Gate
London, United KingdomSW1E 6AJ
Parkstraat 83
The Hague, The Netherlands2514 JG
(Addresses of principal executive offices)(Zip Codes)

Registrant’s telephone number in the United States, including area code, is: (713) 513-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
common stock, par value $0.01 per shareSLBNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

ClassOutstanding at June 30, 2025
COMMON STOCK, $0.01 PAR VALUE PER SHARE1,351,248,823

SCHLUMBERGER LIMITED

Second Quarter 2025 Form 10-Q

Table of Contents

Page
PART IFinancial Information
Item 1.Financial Statements3
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 3.Quantitative and Qualitative Disclosures About Market Risk24
Item 4.Controls and Procedures24
PART IIOther Information
Item 1.Legal Proceedings26
Item 1A.Risk Factors26
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26
Item 3.Defaults Upon Senior Securities26
Item 4.Mine Safety Disclosures26
Item 5.Other Information26
Item 6.Exhibits28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

(Stated in millions, except per share amounts)
Second QuarterSix Months
2025202420252024
Revenue
Services$5,327$5,902$10,692$11,578
Product sales3,2193,2376,3436,268
Total Revenue8,5469,13917,03517,846
Interest & other income25285330169
Expenses
Cost of services4,2274,5238,4808,939
Cost of sales2,7072,7395,3355,331
Research & engineering180188352369
General & administrative8794184215
Restructuring & other135111293111
Merger & integration35168427
Interest142132289245
Income before taxes1,2851,4212,3482,778
Tax expense237276471535
Net income1,0481,1451,8772,243
Net income attributable to noncontrolling interests34336663
Net income attributable to SLB$1,014$1,112$1,811$2,180
Basic income per share of SLB$0.75$0.78$1.33$1.53
Diluted income per share of SLB$0.74$0.77$1.32$1.51
Average shares outstanding:
Basic1,3521,4281,3591,429
Assuming dilution1,3661,4431,3731,445

See Notes to Consolidated Financial Statements

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(Stated in millions)
Second QuarterSix Months
2025202420252024
Net income$1,048$1,145$1,877$2,243
Currency translation adjustments
Unrealized net change arising during the period543022653
Cash flow hedges
Net gain (loss) on cash flow hedges26(26)**(**39)(43)
Reclassification to net income of net realized loss (gain)**(**5)6-5
Pension and other postretirement benefit plans
Amortization to net income of net actuarial gain (loss)8(1)16(1)
Amortization to net income of net prior service credit**(**3)(5)**(**6)(11)
Income taxes on pension and other postretirement benefit plans**(**1)2**(**1)3
Other2(4)111
Comprehensive income1,1291,1472,0842,250
Comprehensive income attributable to noncontrolling interests34336663
Comprehensive income attributable to SLB$1,095$1,114$2,018$2,187

See Notes to Consolidated Financial Statements

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Stated in millions)
Jun. 30,
2025Dec. 31,
(Unaudited)2024
ASSETS
Current Assets
Cash$3,236$3,544
Short-term investments5111,125
Receivables less allowance for doubtful accounts (2025 - $334; 2024 - $325)8,5868,011
Inventories4,7404,375
Other current assets1,3801,515
18,45318,570
Investments in Affiliated Companies1,6761,635
Fixed Assets less accumulated depreciation7,3997,359
Goodwill14,65814,593
Intangible Assets2,8933,012
Other Assets3,6903,766
$48,769$48,935
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued liabilities$9,993$10,375
Estimated liability for taxes on income833982
Short-term borrowings and current portion of long-term debt2,8071,051
Dividends payable402403
14,03512,811
Long-term Debt10,89111,023
Postretirement Benefits502512
Deferred Taxes1267
Other Liabilities1,7782,172
27,21826,585
Equity
Common stock11,35411,458
Treasury stock**(**3,742)(1,773)
Retained earnings17,43316,395
Accumulated other comprehensive loss**(**4,743)(4,950)
SLB stockholders’ equity20,30221,130
Noncontrolling interests1,2491,220
21,55122,350
$48,769$48,935

See Notes to Consolidated Financial Statements

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(Stated in millions)
Six Months Ended June 30,
20252024
Cash flows from operating activities:
Net income$1,877$2,243
Adjustments to reconcile net income to net cash provided by operating activities:

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Second Quarter 2025 Compared to First Quarter 2025

(Stated in millions)
Second Quarter 2025First Quarter 2025
IncomeIncome
RevenueBefore TaxesRevenueBefore Taxes
Digital & Integration$995$327$1,006$306
Reservoir Performance1,6913141,700282
Well Construction2,9635512,977589
Production Systems3,0364992,938475
Eliminations & other(139)(107)(131)(96)
1,5841,556
Corporate & other (1)(169)(178)
Interest income (2)3036
Interest expense (3)(139)(144)
Charges and credits (4)(21)(207)
$8,546$1,285$8,490$1,063

(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 that are included in the segments’ income ($- million in both the second quarter of 2025 and the first quarter of 2025).

(3)

Interest expense excludes amounts that are included in the segments’ income ($3 million in the second quarter of 2025; $3 million in the first quarter of 2025).

(4)

Charges and credits are described in detail in Note 2 to the Consolidated Financial Statements.

Second-quarter 2025 revenue of $8.5 billion increased 1% compared to the first quarter of 2025. SLB’s broad exposure across geographies and business lines enabled it to effectively overcome the impact of certain regional activity slowdowns. As a result, international revenue increased 2% sequentially, driven by robust growth in some parts of the Middle East, Asia, Europe and North Africa, which more than offset declines in certain key markets. Revenue in North America decreased 4% sequentially as a result of lower Asset Performance Solutions (“APS”) revenue and reduced activity due to the Canadian seasonal spring break.

Despite pockets of activity adjustments in key markets, the industry has shown that it can operate through uncertainty without a significant drop in upstream spending. This has been driven by the combination of capital discipline and the need for energy security.

Assuming commodity prices stay range bound, SLB remain constructive for the second half of the year. This is supported by its position in key markets, the depth of its diversified portfolio, and its increased exposure to the growing production and recovery market through the acquisition of ChampionX, which closed on July 16, 2025 (see Note 1 to the Consolidated Financial Statements). SLB will also continue to manage costs in line with market conditions as it remains focused on delivering peer-leading margins.

Digital & Integration

Digital & Integration revenue of $995 million decreased 1% sequentially primarily due to lower APS revenue in Canada. Digital revenue remained steady, with double-digit sequential growth from the combined effects of platforms, applications and digital operations, offset by reduced sales of exploration data following a strong first quarter.

Digital & Integration pretax operating margin of 33% expanded 240 basis points (“bps”) sequentially, driven by greater digital adoption and efficiency gains.

Reservoir Performance

Reservoir Performance revenue of $1.7 billion declined 1% sequentially due to a slowdown in evaluation and stimulation activity across international markets, partially offset by strong intervention activity.

Reservoir Performance pretax operating margin of 19% increased 203 bps sequentially as a result of the higher intervention activity and the absence of startup costs that impacted the first quarter.

Well Construction

Well Construction revenue of $3.0 billion was essentially flat sequentially. Higher revenue in Iraq, the United Arab Emirates, offshore Mexico, North Africa and Nigeria were offset by declines in drilling activity in Namibia, North America land markets, Argentina and Saudi Arabia.

Well Construction pretax operating margin of 19% declined 119 bps sequentially primarily due to an unfavorable geography mix in the international markets.

Production Systems

Production Systems revenue of $3.0 billion increased 3% sequentially primarily due to higher sales of artificial lift systems and midstream production solutions.

Production Systems sequential pretax operating margin remained steady at 16% primarily due to continued growth and a favorable activity mix.

Six Months 2025 Compared to Six Months 2024

(Stated in millions)
Six Months 2025Six Months 2024
IncomeIncome
RevenueBefore TaxesRevenueBefore Taxes
Digital & Integration$2,001$633$2,003$579
Reservoir Performance3,3915963,544715
Well Construction5,9401,1406,7791,432
Production Systems5,9749735,843873
Eliminations & other(271)(202)(323)(97)
3,1403,502
Corporate & other (1)(347)(382)
Interest income (2)6663
Interest expense (3)(283)(238)
Charges and credits (4)(228)(167)
$17,035$2,348$17,846$2,778

(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 that are included in the segments’ income ($- million in 2025; $13 million in 2024).

(3)

Interest expense excludes amounts that are included in the segments’ income ($6 million in 2025; $7 million in 2024).

(4)

Charges and credits are described in detail in Note 2 to the Consolidated Financial Statements.

Six-month 2025 revenue of $17.0 billion decreased 5% year on year primarily due to activity reductions in Saudi Arabia, Mexico, and certain key offshore markets. As a result, international revenue declined by 6% year on year. North America revenue increased by 4% primarily due to growth in data center infrastructure solutions.

Digital & Integration

Digital & Integration revenue of $2.0 billion was flat year on year. Revenue growth from platform, applications and digital operations of 10% was offset by lower sales exploration data and lower APS revenue.

Digital & Integration pretax operating margin of 32% increased 272 bps year on year driven by greater digital adoption and efficiency gains.

Reservoir Performance

Reservoir Performance revenue of $3.4 billion decreased 4% year on year primarily due to a slowdown in evaluation and stimulation activity in the international markets.

Reservoir Performance pretax operating margin of 18% contracted 259 bps year on year due to the lower evaluation and stimulation activity.

Well Construction

Well Construction revenue of $5.9 billion declined 12% year on year driven by a broad reduction in drilling activity both internationally, mainly in Saudi Arabia, Mexico and offshore Africa, and in North America.

Well Construction pretax operating margin of 19% declined 193 bps year on year driven by the widespread activity reductions.

Production Systems

Production Systems revenue of $6.0 billion increased 2% year on year driven by strong demand for data center infrastructure solutions, artificial lift, completions, and surface production systems.

Production Systems pretax operating margin of 16% expanded 136 bps year on year driven primarily by a favorable activity mix and execution efficiency.

Interest & Other Income

Interest & other income consisted of the following:

(Stated in millions)
Second QuarterFirst QuarterSix Months
2025202520252024
Gain on sale of Palliser APS project$149$-$149$-
Earnings of equity method investments724211493
Interest income31366776
$252$78$330$169

Other

Research & engineering and General & administrative expenses, as a percentage of Revenue were as follows:

SecondFirst
QuarterQuarterSix Months
2025202520252024
Research & engineering2.1%2.0%2.1%2.1%
General & administrative1.0%1.1%1.1%1.2%

The effective tax rate was 18% for the second quarter of 2025 as compared to 19% for the same period of 2024. The effective tax rate for the first six months of 2025 was 20% as compared to 19% for the same period of 2024.

Charges and Credits

SLB recorded charges and credits during the first six months of 2025 and 2024. These charges and credits, which are summarized below, are more fully described in Note 2 to the Consolidated Financial Statements.

2025:

(Stated in millions)
Pretax ChargeTax BenefitNoncontrolling
(Credit)(Expense)InterestsNet
First quarter:
Workforce reductions$158$10$-$148
Merger and integration491444
Second quarter:-
Impairment of equity method investment6912-57
Workforce reductions663-63
Merger and integration354427
Gain on sale of Palliser APS project(149)(4)-(145)
$228$26$8$194

2024:

(Stated in millions)
Noncontrolling
Pretax ChargeTax BenefitInterestsNet
First quarter:
Merger and integration$25$6$5$14
Second quarter:
Workforce reductions11117-94
Merger and integration315818
$167$28$13$126

Liquidity and Capital Resources

Details of the components of liquidity as well as changes in liquidity are as follows:

(Stated in millions)
Jun. 30,Jun. 30,Dec. 31,
Components of Liquidity:202520242024
Cash$3,236$2,953$3,544
Short-term investments5111,0501,125
Short-term borrowings and current portion of long-term debt(2,807)(1,033)(1,051)
Long-term debt(10,891)(12,156)(11,023)
Net debt (1)$(9,951)$(9,186)$(7,405)
Six Months Ended Jun. 30,
Changes in Liquidity:20252024
Net income$1,877$2,243
Impairment of equity method investment69-
Gain on sale of Palliser APS project(149)-
Depreciation and amortization (2)1,2731,231
Earnings of equity method investments, less dividends received(47)12
Deferred taxes(60)(29)
Stock-based compensation expense168173
Increase in working capital(1,401)(1,906)
Other7239
Cash flow from operations1,8021,763
Capital expenditures(769)(862)
APS investments(225)(256)
Exploration data costs capitalized(83)(91)
Free cash flow (3)725554
Dividends paid(773)(751)
Stock repurchase program(2,300)(735)
Proceeds from employee stock plans105100
Proceeds from stock options820
Taxes paid on net settled stock-based compensation awards(55)(78)
Business acquisitions and investments, net of cash acquired(47)(505)
Proceeds from sale of Palliser APS project316-
Purchase of Blue Chip Swap securities(123)(76)
Proceeds from sale of Blue Chip securities10251
Other(9)39
Increase in net debt before impact of changes in foreign exchange rates(2,051)(1,381)
Impact of changes in foreign exchange rates on net debt(495)171
Increase in net debt(2,546)(1,210)
Net debt, beginning of period (1)(7,405)(7,976)
Net debt, end of period (1)$(9,951)$(9,186)

(1)

“Net debt” represents gross debt less cash and short-term investments. Management believes that Net debt provides useful information to investors and management regarding the level of SLB’s indebtedness by reflecting cash and investments that could be used to repay debt. Net debt is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or superior to, total debt.

(2)

Includes depreciation of fixed assets and amortization of intangible assets, exploration data costs, and APS investments.

(3)

“Free cash flow” represents cash flow from operations less capital expenditures, APS investments and exploration data costs capitalized. Management believes that free cash flow is an important liquidity measure for the company and that it is useful to investors and management as a measure of our ability to generate cash. Once business needs and obligations are met, this cash can be used to reinvest in the company for future growth or to return to shareholders through dividend payments or share repurchases. Free cash flow does not represent the residual cash flow available for discretionary expenditures. Free cash flow is a non-GAAP financial measure that should be considered in addition to, not as a substitute for or superior to, cash flow from operations.

Key liquidity events during the first six months of 2025 and 2024 included:

Capital investments (consisting of capital expenditures, APS investments and exploration data capitalized) were $1.1 billion during the first six months of 2025 compared to $1.2 billion during the first six months of 2024. Capital investments for the full year 2025 are expected to be approximately $2.4 billion, including the impact of the ChampionX acquisition.

In January 2025, SLB announced a 3.6% increase to its quarterly cash dividend from $0.275 per share of outstanding common stock to $0.285 per share, beginning with the dividend payable in April 2025. Dividends paid during the first six months of 2025 and 2024 were $773 million and $751 million, respectively.

SLB entered into accelerated share repurchase ("ASR") agreements to repurchase $2.3 billion of its common stock commencing on January 13, 2025, and ending no later than May 31, 2025. The ASR was completed on April 7, 2025, and SLB received 56.8 million shares of its common stock, of which 47.6 million were received in January 2025 and the remaining 9.2 million shares were received in April 2025. These shares were repurchased by SLB at an average price of $40.51, representing the volume-weighted average price of SLB's common stock during this period less a discount.

During the first six months of 2024, SLB repurchased 15.3 million shares of its common stock at an average price of $48.01 per share for a total purchase price of $735 million.

During the second quarter of 2025, SLB completed the sale of its interest in the Palliser APS project in Canada in exchange for net cash proceeds of $338 million, of which $22 million were received in the third quarter of 2025. SLB recorded revenue of

approximately $0.2 billion relating to this project during the six months ended June 30, 2025 and approximately $0.5 billion during 2024.

During the second quarter of 2024, SLB issued $500 million of 5.00% Senior Notes due 2027, $500 million of 5.00% Senior Notes due 2029, and $500 million of 5.00% Senior Notes due 2034.

As of June 30, 2025, SLB had $3.7 billion of cash and short-term investments on hand and committed debt facility agreements with commercial banks aggregating $5.0 billion, all of which was available. SLB believes these amounts are sufficient to meet future business requirements for at least the next 12 months and beyond.

SLB has a global footprint in more than 100 countries. As of June 30, 2025, only two of those countries individually accounted for greater than 5% of SLB’s net receivable balance. Only one of these countries, the United States, represented greater than 10% of such receivables. As of June 30, 2025, Mexico represented 9% of SLB's net accounts receivable balance see Note 8 to the Consolidated Financial Statements. While SLB has recently experienced delays in payment from its primary customer in Mexico, these receivables are not in dispute and SLB has not historically had any material write-offs due to uncollectible accounts receivable relating to this customer.

FORWARD-LOOKING STATEMENTS

This second-quarter 2025 Form 10-Q, as well as other statements we make, contain “forward-looking statements” within the meaning of the federal securities laws, which include any statements that are not historical facts. Such statements often contain words such as “expect,” “may,” “can,” “believe,” “predict,” “plan,” “potential,” “projected,” “projections,” “precursor,” “forecast,” “outlook,” “expectations,” “estimate,” “intend,” “anticipate,” “ambition,” “goal,” “target,” “scheduled,” “think,” “should,” “could,” “would,” “will,” “see,” “likely,” and other similar words. Forward-looking statements address matters that are, to varying degrees, uncertain, such as statements about SLB’s financial and performance targets and other forecasts or expectations regarding, or dependent on, its business outlook; growth for SLB as a whole and for each of its Divisions (and for specified business lines, geographic areas, or technologies within each Division); the benefits of the ChampionX acquisition, including the ability of SLB to integrate the ChampionX business successfully and to achieve anticipated synergies and value creation from the acquisition; oil and natural gas demand and production growth; oil and natural gas prices; forecasts or expectations regarding energy transition and global climate change; improvements in operating procedures and technology; capital expenditures by SLB and the oil and gas industry; the business strategies of SLB, including digital and “fit for basin,” as well as the strategies of SLB’s customers; SLB’s capital allocation plans, including dividend plans and share repurchase programs; SLB’s APS projects, joint ventures, and other alliances; the impact of ongoing or escalating conflicts on global energy supply; access to raw materials; future global economic and geopolitical conditions; future liquidity, including free cash flow; and future results of operations, such as margin levels. These statements are subject to risks and uncertainties, including, but not limited to, changing global economic and geopolitical conditions; changes in exploration and production spending by SLB’s customers, and changes in the level of oil and natural gas exploration and development; the results of operations and financial condition of SLB’s customers and suppliers; SLB’s inability to achieve its financial and performance targets and other forecasts and expectations; SLB’s inability to achieve net-zero carbon emissions goals or interim emissions reduction goals; general economic, geopolitical and business conditions in key regions of the world; foreign currency risk; inflation; changes in monetary policy by governments; tariffs; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; operational modifications, delays or cancellations; challenges in SLB’s supply chain; production declines; the extent of future charges; SLB’s inability to recognize efficiencies and other intended benefits from its business strategies and initiatives, such as digital or new energy, as well as its cost reduction strategies; changes in government regulations and regulatory requirements, including those related to offshore oil and gas exploration, radioactive sources, explosives, chemicals, and climate-related initiatives; the inability of technology to meet new challenges in exploration; the competitiveness of alternative energy sources or product substitutes; and other risks and uncertainties detailed in this Form 10-Q and our most recent Form 10-K and Forms 8-K filed with or furnished to the SEC.

If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Forward-looking and other statements in this Form 10-Q regarding our environmental, social, and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking environmental, social, and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Statements in this Form 10-Q are made as of July 24, 2025, and SLB disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk affecting SLB, see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of the SLB Annual Report on Form 10-K for the fiscal year ended December 31, 2024. SLB’s exposure to market risk has not changed materially since December 31, 2024.

Item 4. Controls and Procedures.

SLB has carried out an evaluation under the supervision and with the participation of SLB’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of SLB’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the

period covered by this report. Based on this evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this report, SLB’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that SLB files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. SLB’s disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to its management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure. There was no change in SLB’s internal control over financial reporting during the quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, SLB’s internal control over financial reporting.

PART II. OTHER INFORMATION

I****tem 1. Legal Proceedings.

The information with respect to this Item 1 is set forth under Note 9—Contingencies, in the accompanying Consolidated Financial Statements.

Item 1A. Risk Factors.

On July 16, 2025, SLB completed the acquisition of ChampionX and therefore no longer faces risks associated with the ability to complete the ChampionX transaction. Except as described in the foregoing sentence, as of the date of this filing, there have been no material changes from the risk factors disclosed in Part 1, Item 1A, of SLB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 2. Unregistered Sales of Equit****y Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Issuer Repurchases of Equity Securities

On January 21, 2016, the SLB Board of Directors approved a $10 billion share repurchase program for SLB common stock. As of June 30, 2025, SLB had repurchased approximately $5.8 billion of SLB common stock under this program.

SLB's common stock repurchase activity for the three months ended June 30, 2025 was as follows:

(Stated in thousands, except per share amounts)
Total number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum value of shares that may yet be purchased under the plans or programs
April 20259,127.3$50.409,127.3$4,241,326
May 2025-$--$4,241,326
June 2025-$--$4,241,326
9,127.3$50.409,127.3

SLB entered into ASR agreements to repurchase $2.3 billion of its common stock commencing on January 13, 2025, and ending no later than May 31, 2025. The ASR was completed on April 7, 2025, and SLB received 56.8 million shares of its common stock, of which 47.6 million were received in January 2025 and the remaining shares were received in April 2025. These shares were repurchased by SLB at an average price of $40.51, representing the volume-weighted average price of SLB's common stock during this period less a discount.

I****tem 3. Defaults Upon Senior Securities.

None**.**

Item 4. Mine Safety Disclosures.

Our mining operations are subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this report.

I****tem 5. Other Information.

In 2013, SLB completed the wind down of its service operations in Iran. Prior to this, certain non-US subsidiaries provided oilfield services to the National Iranian Oil Company and certain of its affiliates (“NIOC”).

SLB’s residual transactions or dealings with the government of Iran during the second quarter of 2025 consisted of payments of taxes and other typical governmental charges. Certain non-US subsidiaries of SLB maintain depository accounts at the Dubai branch of Bank Saderat Iran (“Saderat”), and at Bank Tejarat (“Tejarat”) in Tehran and in Kish for the deposit by NIOC of amounts owed to non-US subsidiaries of SLB for prior services rendered in Iran and for the maintenance of such amounts previously received. One non-US

subsidiary also maintained an account at Tejarat for payment of local expenses such as taxes. SLB anticipates that it will discontinue dealings with Saderat and Tejarat following the receipt of all amounts owed to SLB for prior services rendered in Iran.

Item 6. Exhibits.

Exhibit 3.1—Articles of Incorporation of Schlumberger Limited (Schlumberger N.V.) (incorporated by reference to Exhibit 3.1 to SLB’s Current Report on Form 8-K filed on April 6, 2016)
Exhibit 3.2—Amended and Restated By-Laws of Schlumberger Limited (Schlumberger N.V.) (incorporated by reference to Exhibit 3 to SLB’s Current Report on Form 8-K filed on April 21, 2023)
* Exhibit 10.1—Employment, Non-Competition and Non-Solicitation Agreement effective as of May 1, 2025, by and between SLB and Khaled Al Mogharbel (+)
Exhibit 10.2—SLB Discounted Stock Purchase Plan, as amended and restated effective January 16, 2025 (incorporated by reference to Appendix B to SLB’s Definitive Proxy Statement on Schedule 14A filed on February 20, 2025) (+)
* Exhibit 22—Issuers of Registered Guaranteed Debt Securities
* Exhibit 31.1—Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
* Exhibit 31.2—Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
** Exhibit 32.1—Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
** Exhibit 32.2—Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
* Exhibit 95—Mine Safety Disclosures
* Exhibit 101.INS—Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
* Exhibit 101.SCH—Inline XBRL Taxonomy Extension Schema Document
* Exhibit 104—Cover Page Interactive Data File (embedded within the Inline XBRL document)
  • Filed with this Form 10-Q.

** Furnished with this Form 10-Q.

(+) Management contracts or compensatory plans or arrangements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SCHLUMBERGER LIMITED
Date:July 24, 2025/s/ Howard Guild
Howard Guild
Chief Accounting Officer and Duly Authorized Signatory