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What Changed
Risk factors · Jan 22, 2025 → Jan 23, 2026
101 added · 120 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Capital investments during 2026 are expected to be approximately $2.5 billion. • During the fourth quarter of 2025, SLB repaid its $0.5 billion 4.00% Senior Notes due 2025. • During the third quarter of 2025, SLB repaid its $0.5 billion 1.40% Senior Notes due 2025. 22 • During the third quarter of 2025, SLB fully repaid all the $0.6 billion of debt assumed in connection with the acquisition of ChampionX. • During the third quarter of 2025 and concurrent with the close of the ChampionX acquisition, the ChampionX Drilling Technologies business was disposed of and SLB received $286 million of proceeds. • As of December 31, 2025, SLB cumulatively repurchased $5.9 billion of its common stock under its $10 billion share repurchase program.
Charges and Credits 2025 SLB recorded the following charges and credits during 2025: (Stated in millions) Pretax Charge (Credit) Tax Benefit (Expense) Noncontrolling Interest Net First quarter: Workforce reductions $ 158 $ 10 $ - $ 148 Other merger and integration 49 1 4 44 Second quarter: Impairment of equity method investment 69 12 - 57 Workforce reductions 66 3 - 63 Other merger and integration 35 4 4 27 Gain on sale of Palliser APS project ( 149 ) ( 4 ) - ( 145 ) Third quarter: Amortization of inventory purchase accounting adjustment 66 15 - 51 Acquisition-related professional fees 61 - - 61 Workforce reductions 57 4 - 53 Acquisition-related employee benefits 54 2 - 52 Impairment of equity-method investment 52 4 - 48 Other merger and integration 28 2 4 22 Fourth quarter: Goodwill impairment 210 - 41 169 Workforce reductions 126 14 3 109 Amortization of inventory purchase accounting adjustment 100 23 - 77 Other merger and integration 125 21 12 92 Reversal of valuation allowance relating to deferred tax assets - 92 - ( 92 ) $ 1,107 $ 203 $ 68 $ 836 • In connection with the July 2025 acquisition of ChampionX Corporation (“ChampionX”) (see Note 6 – Acquisitions ), SLB recorded $ 367 million of merger and integration charges during 2025.
These charges consisted of $ 166 million relating to the amortization of purchase accounting adjustments associated with the write-up of acquired inventory to its estimated fair value; $ 80 million of transaction costs, including advisory and legal fees; $ 59 million relating to employee benefits for change-in-control arrangements, accelerated stock-based compensation and retention; and $ 62 million of other merger and integration cost. $ 201 million of these costs are classified in Merger & integration with the remaining $ 166 million classified in Cost of sales in the Consolidated Statement of Income . • In connection with the October 2023 acquisition of the Aker Solutions (“Aker”) subsea business (see Note 6 – Acquisitions ), SLB recorded $ 101 million of charges during 2025, consisting primarily of costs associated with information technology, and severance costs associated with the integration.
SLB elected to perform the qualitative assessment described above for purposes of its annual goodwill impairment test for each of its Digital, Reservoir Performance, Well Construction and Production Systems reporting units in 2025.
These charges are classified in Restructuring & other in the Consolidated Statement of Income . • SLB recorded a $ 210 million goodwill impairment charge relating to its SLB Capturi reporting unit during the fourth quarter of 2025.
Excluding the $1.5 billion of revenue from the acquisition of ChampionX, revenue declined 6% year on year as growth in our Digital and Data Center Solutions businesses were more than offset by declines in Saudi Arabia, Mexico and offshore Sub-Saharan Africa.
Assuming all other assumptions and inputs used in the discounted cash flow analysis were held constant, a 50-basis point increase in the discount rate assumption would have increased the goodwill impairment charge by approximately $32 million.
Conversely, assuming all other assumptions and inputs used in the respective discounted cash flow analysis were held constant, a 50-basis point decrease in the discount rate assumption would have decreased the goodwill impairment charge by approximately $36 million.
These costs are classified in Merger & integration in the Consolidated Statement of Income . • SLB recorded $ 407 million of charges relating to workforce reductions to align its resources with activity levels and to realign and optimize its support and service delivery structure.
These charges are classified in Restructuring & other in the Consolidated Statement of Income . • SLB recorded a $ 121 million of impairment charges relating to an equity method investment that was determined to be other-than-temporarily impaired.
Excluding the impact of the acquisition, international fourth-quarter 2025 revenue increased 7% and North America fourth-quarter 2025 revenue increased 6% sequentially.
Based on the results of this test, SLB recorded a $210 million goodwill impairment charge during 2025 relating to this reporting unit.
No longer disclosed
Discussions of 2022 items and year-to-year comparison between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of SLB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 2024 Executive Overview 2024 was a strong year for SLB as we successfully navigated evolving market conditions to deliver revenue growth, margin expansion, and solid free cash flow.
Fourth quarter 2023: • In connection with SLB’ s acquisition of the Aker subsea business, SLB recorded the following charges: $ 23 million of acquisition-related transaction costs, including advisory and legal fees; $ 11 million relating to the amortization of purchase accounting adjustments associated with the write-up of acquired inventories to its estimated fair value; and $ 22 million of other merger and integration-related costs. $ 45 million of these costs are classified in Merger & integration in the Consolidated Statement of Income with the remaining $ 11 million classified in Cost of sales . • Although SLB’ s functional currency in Argentina is the US dollar, a portion of its transactions are denominated in pesos.
Well Construction pretax operating margin of 21% decreased 59 bps year on year driven by the reduced activity in North America. 20 Production Systems Production Systems revenue of $12.1 billion increased 24% year on year mainly due to the acquisition of the Aker subsea business.
SLB elected to perform the qualitative assessment described above for purposes of its annual goodwill impairment test in 2024.
This section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Factors and risks that may impact future results and performance include, but are not limited to, and in each case as a possible result of the proposed transaction on each of SLB and ChampionX: the ultimate outcome of the proposed transaction between SLB and ChampionX; the ability to operate the SLB and ChampionX respective businesses, including business disruptions; difficulties in retaining and hiring key personnel and employees; the ability to maintain favorable business relationships with customers, suppliers and other business partners; the terms and timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the anticipated or actual tax treatment of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction; other risks related to the completion of the proposed transaction and actions related thereto; the ability of SLB and ChampionX to integrate the business successfully and to achieve anticipated synergies and value creation from the proposed transaction; the ability to secure government regulatory approvals on the terms expected, at all or in a timely manner; litigation and regulatory proceedings, including any proceedings that may be instituted against SLB or ChampionX related to the proposed transaction, 27 as well as the risk factors discussed in SLB’s and ChampionX’s most recent Forms 10-K, 10-Q, and 8-K filed with or furnished to the SEC.
This Form 10-K also includes forward-looking statements relating to the proposed transaction between SLB and ChampionX, including statements regarding the benefits of the transaction and the anticipated timing of the transaction.
Global economic growth and a heightened focus on energy security, coupled with rising energy demand from AI and data centers will support the investment outlook for the oil and gas industry throughout the rest of the decade.
Acquisition On October 2, 2023, SLB, Aker, and Subsea7 closed their previously announced joint venture.
This positions us to increase total return to shareholders, in the form of dividends and share repurchases, from $3.3 billion in 2024 to at least $4 billion in 2025. 18 Fourth Quarter 2024 Results (Stated in millions) Fourth Quarter 2024 Third Quarter 2024 Pretax Pretax Revenue Income Revenue Income Digital & Integration $ 1,156 $ 442 $ 1,088 $ 386 Reservoir Performance 1,810 370 1,823 367 Well Construction 3,267 681 3,312 714 Production Systems 3,197 506 3,103 519 Eliminations & other (146 ) (81 ) (167 ) (84 ) Pretax segment operating income 1,918 1,902 Corporate & other (1) (177 ) (187 ) Interest income (2) 36 36 Interest expense (3) (128 ) (132 ) Charges & credits (4) (262 ) (112 ) $ 9,284 $ 1,387 $ 9,159 $ 1,507 (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.
Interest & Other Income, Net Interest & other income, net consisted of the following: (Stated in millions) 2024 2023 Earnings of equity method investments $ 182 $ 206 Interest income 174 100 Gain on sale of investment 24 - Gain on sale of Liberty shares - 36 $ 380 $ 342 Interest income increased $74 million primarily due to higher average cash and short-term investment balances.
The following table summarizes the activity under the share repurchase program: (Stated in millions, except per share amounts) Total Cost Total Number Average Price of Shares of Shares Paid per Purchased Purchased Share 2024 $ 1,737 38.4 $ 45.29 2023 $ 694 13.3 $ 52.05 SLB has entered into accelerated share repurchase (“ASR”) transactions to repurchase $2.3 billion of its common stock.