SEC Filing

View:

Download DOC

Download PDF

Download XLS

Download XBRL

slb-10q_20220630.htm

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, 2022

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

Commission file No.: 1-4601

SCHLUMBERGER N.V.

(SCHLUMBERGER LIMITED)

(Exact name of registrant as specified in its charter)

Curaçao		52-0684746
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

42 rue Saint-Dominique
Paris, France		75007

5599 San Felipe
Houston, Texas, United States of America		77056

62 Buckingham Gate
London, United Kingdom		SW1E 6AJ

Parkstraat 83, The Hague,
The Netherlands		2514 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 class	Trading Symbol(s)	Name of each exchange on which registered
common stock, par value $0.01 per share	SLB	New 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, 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.

Class

Outstanding at June 30, 2022

COMMON STOCK, $0.01 PAR VALUE PER SHARE

1,414,388,264

SCHLUMBERGER LIMITED

Second Quarter 2022 Form 10-Q

Table of Contents

		Page
PART I	Financial Information

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	23

PART II	Other Information

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

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 Quarter				Six Months
	2022		2021		2022		2021
Revenue
Services	$	4,732	$	3,789	$	8,954	$	7,271
Product sales		2,041		1,845		3,781		3,586
Total Revenue		6,773		5,634		12,735		10,857
Interest & other income		311		16		361		35
Expenses
Cost of services		3,720		3,223		7,107		6,255
Cost of sales		1,848		1,545		3,474		3,019
Research & engineering		154		134		295		268
General & administrative		86		70		183		150
Interest		124		136		247		272
Income before taxes		1,152		542		1,790		928
Tax expense		182		99		300		173
Net income		970		443		1,490		755
Net income attributable to noncontrolling interests		11		12		21		25
Net income attributable to Schlumberger	$	959	$	431	$	1,469	$	730

Basic income per share of Schlumberger	$	0.68	$	0.31	$	1.04	$	0.52

Diluted income per share of Schlumberger	$	0.67	$	0.30	$	1.02	$	0.51

Average shares outstanding:
Basic		1,414		1,398		1,413		1,398
Assuming dilution		1,436		1,421		1,435		1,420

See Notes to Consolidated Financial Statements

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

(Stated in millions)

	Second Quarter						Six Months
	2022			2021			2022			2021
Net income	$	970		$	443		$	1,490		$	755
Currency translation adjustments
Unrealized net change arising during the period		216			(38	)		110			(24	)
Cash flow hedges
Net gain (loss) on cash flow hedges		63			(128	)		72			22
Reclassification to net income of net realized gain		(114	)		(3	)		(97	)		(5	)
Pension and other postretirement benefit plans
Amortization to net income of net actuarial loss		14			70			30			133
Amortization to net income of net prior service credit		(6	)		(6	)		(11	)		(11	)
Income taxes on pension and other postretirement benefit plans		2			(3	)		2			(3	)
Other		-			(4	)		-			(4	)
Comprehensive income		1,145			331			1,596			863
Comprehensive income attributable to noncontrolling interests		11			12			21			25
Comprehensive income attributable to Schlumberger	$	1,134		$	319		$	1,575		$	838

See Notes to Consolidated Financial Statements

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Stated in millions)

	Jun. 30,
	2022			Dec. 31,
	(Unaudited)			2021
ASSETS
Current Assets
Cash	$	1,893		$	1,757
Short-term investments		923			1,382
Receivables less allowance for doubtful accounts (2022 - $337; 2021 - $319)		6,247			5,315
Inventories		3,968			3,272
Other current assets		1,285			928
		14,316			12,654
Investments in Affiliated Companies		1,767			2,044
Fixed Assets less accumulated depreciation		6,386			6,429
Goodwill		13,009			12,990
Intangible Assets		3,102			3,211
Other Assets		4,247			4,183
	$	42,827		$	41,511
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	8,528		$	8,382
Estimated liability for taxes on income		884			879
Short-term borrowings and current portion of long-term debt		901			909
Dividends payable		270			189
		10,583			10,359
Long-term Debt		12,946			13,286
Postretirement Benefits		232			231
Deferred Taxes		99			94
Other Liabilities		2,342			2,255
		26,202			26,225
Equity
Common stock		11,981			12,608
Treasury stock		(1,436	)		(2,233	)
Retained earnings		9,244			8,199
Accumulated other comprehensive loss		(3,464	)		(3,570	)
Schlumberger stockholders’ equity		16,325			15,004
Noncontrolling interests		300			282
		16,625			15,286
	$	42,827		$	41,511

See Notes to Consolidated Financial Statements

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(Stated in millions)

	Six Months Ended June 30,
	2022			2021
Cash flows from operating activities:
Net income	$	1,490		$	755
Adjustments to reconcile net income to cash provided by operating activities:
Gain on sale of Liberty shares		(242	)		-
Gain on sale of real estate		(43	)		-
Depreciation and amortization ⁽¹⁾		1,065			1,058
Deferred taxes		11			(18	)
Stock-based compensation expense		160			156
Earnings of equity method investments, less dividends received		(22	)		(15	)
Change in assets and liabilities: ⁽²⁾
Increase in receivables		(887	)		(114	)
(Increase) decrease in inventories		(652	)		86
(Increase) decrease in other current assets		(240	)		538
Increase in other assets		(26	)		(28	)
Decrease in accounts payable and accrued liabilities		(57	)		(700	)
Decrease in estimated liability for taxes on income		(48	)		(91	)
Increase in other liabilities		4			13
Other		26			9
NET CASH PROVIDED BY OPERATING ACTIVITIES		539			1,649
Cash flows from investing activities:
Capital expenditures		(664	)		(421	)
APS investments		(311	)		(188	)
Exploration data costs capitalized		(64	)		(12	)
Business acquisitions and investments, net of cash acquired		(8	)		(35	)
Proceeds from sale of Liberty shares		513			-
Proceeds from sale of real estate		120			-
Sale of short-term investments, net		457			921
Other		(76	)		(39	)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(33	)		226
Cash flows from financing activities:
Dividends paid		(352	)		(349	)
Taxes paid on net settled stock-based compensation awards		(85	)		(18	)
Proceeds from employee stock purchase plan		64			62
Proceeds from exercise of stock options		29			-
Proceeds from issuance of long-term debt		-			34
Repayment of long-term debt		-			(887	)
Net decrease in short-term borrowings		(11	)		(83	)
Other		(3	)		(41	)
NET CASH USED IN FINANCING ACTIVITIES		(358	)		(1,282	)
Net increase in cash before translation effect		148			593
Translation effect on cash		(12	)		2
Cash, beginning of period		1,757			844
Cash, end of period	$	1,893		$	1,439

⁽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 Notes to Consolidated Financial Statements

SCHLUMBERGER LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

	(Stated in millions, except per share amounts)

										Accumulated
										Other
	Common Stock						Retained			Comprehensive			Noncontrolling
January 1, 2022 – June 30, 2022	Issued			In Treasury			Earnings			Loss			Interests			Total
Balance, January 1, 2022	$	12,608		$	(2,233	)	$	8,199		$	(3,570	)	$	282		$	15,286
Net income								1,469						21			1,490
Currency translation adjustments											110						110
Changes in fair value of cash flow hedges											(25	)					(25	)
Pension and other postretirement benefit plans											21						21
Shares sold to optionees, less shares exchanged		(24	)		53												29
Vesting of restricted stock, net of taxes withheld		(658	)		573												(85	)
Shares issued under employee stock purchase plan		(104	)		168												64
Stock-based compensation expense		160															160
Dividends declared ($0.300 per share)								(424	)								(424	)
Dividends paid to noncontrolling interest														(4	)		(4	)
Other		(1	)		3									1			3
Balance, June 30, 2022	$	11,981		$	(1,436	)	$	9,244		$	(3,464	)	$	300		$	16,625


										Accumulated
										Other
	Common Stock						Retained			Comprehensive			Noncontrolling
January 1, 2021 – June 30, 2021	Issued			In Treasury			Earnings			Loss			Interests			Total
Balance, January 1, 2021	$	12,970		$	(3,033	)	$	7,018		$	(4,884	)	$	418		$	12,489
Net income								730						25			755
Currency translation adjustments											(24	)		(2	)		(26	)
Changes in fair value of cash flow hedges											17						17
Pension and other postretirement benefit plans											119						119
Vesting of restricted stock, net of taxes withheld		(174	)		174												-
Shares issued under employee stock purchase plan		(202	)		264												62
Stock-based compensation expense		156															156
Dividends declared ($0.250 per share)								(349	)								(349	)
Deconsolidation of subsidiary														(123	)		(123	)
Other		(20	)		4						(4	)		(21	)		(41	)
Balance, June 30, 2021	$	12,730		$	(2,591	)	$	7,399		$	(4,776	)	$	297		$	13,059


										Accumulated
										Other
	Common Stock						Retained			Comprehensive			Noncontrolling
April 1, 2022 – June 30, 2022	Issued			In Treasury			Earnings			Loss			Interests			Total
Balance, April 1, 2022	$	11,957		$	(1,503	)	$	8,532		$	(3,639	)	$	292		$	15,639
Net income								959						11			970
Currency translation adjustments											216						216
Changes in fair value of cash flow hedges											(51	)					(51	)
Pension and other postretirement benefit plans											10						10
Shares sold to optionees, less shares exchanged		(18	)		41												23
Vesting of restricted stock		(27	)		23												(4	)
Shares issued under employee stock purchase plan																	-
Stock-based compensation expense		71															71
Dividends declared ($0.175 per share)								(247	)								(247	)
Dividends paid to noncontrolling interest														(4	)		(4	)
Other		(2	)		3									1			2
Balance, June 30, 2022	$	11,981		$	(1,436	)	$	9,244		$	(3,464	)	$	300		$	16,625

	(Stated in millions, except per share amounts)

										Accumulated
										Other
	Common Stock						Retained			Comprehensive			Noncontrolling
April 1, 2021 – June 30, 2021	Issued			In Treasury			Earnings			Loss			Interests			Total
Balance, April 1, 2021	$	12,663		$	(2,598	)	$	7,142		$	(4,664	)	$	429		$	12,972
Net income								431						12			443
Currency translation adjustments											(38	)					(38	)
Changes in fair value of cash flow hedges											(131	)					(131	)
Pension and other postretirement benefit plans											61						61
Vesting of restricted stock		(3	)		3												-
Stock-based compensation expense		72															72
Dividends declared ($0.125 per share)								(174	)								(174	)
Deconsolidation of subsidiary														(123	)		(123	)
Other		(2	)		4						(4	)		(21	)		(23	)
Balance, June 30, 2021	$	12,730		$	(2,591	)	$	7,399		$	(4,776	)	$	297		$	13,059

SHARES OF COMMON STOCK

(Unaudited)

			(Stated in millions)

						Shares
	Issued		In Treasury			Outstanding
Balance, January 1, 2022		1,434		(31	)		1,403
Shares sold to optionees, less shares exchanged		-		1			1
Vesting of restricted stock		-		8			8
Shares issued under employee stock purchase plan		-		2			2
Balance, June 30, 2022		1,434		(20	)		1,414

See Notes to Consolidated Financial Statements

SCHLUMBERGER LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Schlumberger Limited and its subsidiaries (“Schlumberger”) have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Schlumberger management, all adjustments considered necessary for a fair statement have been included in the accompanying unaudited financial statements. All intercompany transactions and balances have been eliminated in consolidation. Operating results for the six-month period ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The December 31, 2021 balance sheet information has been derived from the Schlumberger 2021 audited financial statements. For further information, refer to the Consolidated Financial Statements and notes thereto included in the Schlumberger Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on January 26, 2022.

2. Charges and Credits

2022

Schlumberger recorded the following credits during 2022, all of which are classified in Interest & other income in the Consolidated Statement of Income:

	(Stated in millions)

	Pretax			Tax			Net
First quarter:
Gain on sale of Liberty shares	$	(26	)	$	(4	)	$	(22	)
Second quarter:
Gain on sale of Liberty shares		(216	)		(13	)		(203	)
Gain on sale of real estate		(43	)		(2	)		(41	)
	$	(285	)	$	(19	)	$	(266	)

On December 31, 2020, Schlumberger 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 the first quarter of 2022, Schlumberger sold 7.2 million of its shares of Liberty and received proceeds of $84 million. During the second quarter of 2022, Schlumberger sold an additional 26.5 million of its shares in Liberty and received proceeds of $429 million. As a result of these transactions Schlumberger recognized a gain of $26 million during the first quarter of 2022 and a gain of $216 million during the second quarter of 2022. As of June 30, 2022, Schlumberger had a 12% equity interest in Liberty.

During the second quarter of 2022, Schlumberger sold certain real estate and received proceeds of $120 million. As a result of this transaction, Schlumberger recognized a gain of $43 million.

Schlumberger did not record any charges or credits during the first six months of 2021.

3. Earnings per Share

The following is a reconciliation from basic income per share of Schlumberger to diluted income per share of Schlumberger:

(Stated in millions, except per share amounts)

	2022						2021
	Net Income Attributable to Schlumberger		Average Shares Outstanding		Earnings per Share		Net Income Attributable to Schlumberger		Average Shares Outstanding		Earnings per Share
Second Quarter
Basic	$	959		1,414	$	0.68	$	431		1,398	$	0.31
Unvested restricted stock		-		22				-		23
Diluted	$	959		1,436	$	0.67	$	431		1,421	$	0.30


	2022						2021
	Net Income Attributable to Schlumberger		Average Shares Outstanding		Income per Share		Net Income Attributable to Schlumberger		Average Shares Outstanding		Loss per Share
Six Months
Basic	$	1,469		1,413	$	1.04	$	730	$	1,398	$	0.52
Unvested restricted stock		-		22				-		22
Diluted	$	1,469		1,435	$	1.02	$	730	$	1,420	$	0.51

The number of outstanding options to purchase shares of Schlumberger common stock that were not included in the computation of diluted income per share, because to do so would have had an antidilutive effect, was as follows:

(Stated in millions)

	Second Quarter				Six Months
	2022		2021		2022		2021
Employee stock options		26		44		31		44

4. Inventories

A summary of inventories, which are stated at the lower of average cost or net realizable value, is as follows:

(Stated in millions)

	Jun. 30,		Dec. 31,
	2022		2021
Raw materials & field materials	$	2,013	$	1,594
Work in progress		563		425
Finished goods		1,392		1,253
	$	3,968	$	3,272

5. Fixed Assets

A summary of fixed assets follows:

(Stated in millions)

	Jun. 30,		Dec. 31,
	2022		2021
Property, plant & equipment	$	29,187	$	29,077
Less: Accumulated depreciation		22,801		22,648
	$	6,386	$	6,429

Depreciation expense relating to fixed assets was as follows:

(Stated in millions)

	2022		2021
Second Quarter	$	340	$	352
Six Months	$	678	$	707

6. Intangible Assets

The gross book value, accumulated amortization and net book value of intangible assets were as follows:

	(Stated in millions)

	Jun. 30, 2022						Dec. 31, 2021
	Gross		Accumulated		Net Book		Gross		Accumulated		Net Book
	Book Value		Amortization		Value		Book Value		Amortization		Value
Customer relationships	$	1,691	$	601	$	1,090	$	1,681	$	551	$	1,130
Technology/technical know-how		1,261		609		652		1,264		562		702
Tradenames		766		207		559		766		191		575
Other		1,618		817		801		1,578		774		804
	$	5,336	$	2,234	$	3,102	$	5,289	$	2,078	$	3,211

Amortization expense charged to income was as follows:

(Stated in millions)

	2022		2021
Second Quarter	$	75	$	75
Six Months	$	150	$	151

Based on the net book value of intangible assets at June 30, 2022, amortization expense for the subsequent five years is estimated to be: remaining two quarters of 2022—$149 million; 2023—$289 million; 2024—$278 million; 2025—$261 million; 2026—$253 million; and 2027—$250 million.

7. Long-term Debt

A summary of Long-term Debt follows:

(Stated in millions)

	Jun. 30,		Dec. 31,
	2022		2021
3.65% Senior Notes due 2023	$	1,498	$	1,497
3.90% Senior Notes due 2028		1,460		1,457
2.65% Senior Notes due 2030		1,250		1,250
1.375% Guaranteed Notes due 2026		1,056		1,125
2.00% Guaranteed Notes due 2032		1,050		1,118
0.25% Notes due 2027		951		1,013
0.50% Notes due 2031		950		1,012
4.00% Senior Notes due 2025		930		930
4.30% Senior Notes due 2029		846		846
3.75% Senior Notes due 2024		748		748
1.00% Guaranteed Notes due 2026		632		679
0.00% Notes due 2024		529		563
1.40% Senior Notes due 2025		498		498
7.00% Notes due 2038		203		204
5.95% Notes due 2041		113		113
5.13% Notes due 2043		99		98
4.00% Notes due 2023		79		80
3.70% Notes due 2024		54		55
	$	12,946	$	13,286

The estimated fair value of Schlumberger’s Long-term Debt, based on quoted market prices at June 30, 2022 and December 31, 2021, was $12.1 billion and $13.9 billion, respectively.

Schlumberger has a €750 million three-year committed revolving credit facility maturing in June 2024. At June 30, 2022 no amounts had been drawn under this facility.

In addition to the revolving credit facility described above, at June 30, 2022, Schlumberger had separate committed credit facility agreements aggregating $5.75 billion with commercial banks, all of which was available and unused. These committed facilities support commercial paper programs in the United States and Europe, of which $0.75 billion matures in February 2024, $2.0 billion matures in February 2025, $1.0 billion matures in July 2026 and $2.0 billion matures in February 2027. Interest rates and other terms of borrowing under these lines of credit vary by facility.

There were no borrowings under the commercial paper programs at June 30, 2022 and December 31, 2021.

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 wholly-owned subsidiaries of Schlumberger.

8. Derivative Instruments and Hedging Activities

As a multinational company, Schlumberger conducts its business in over 120 countries. Schlumberger’s functional currency is primarily the US dollar.

Schlumberger 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. Schlumberger 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, with the changes in the fair value of the hedge 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.

Schlumberger is also exposed to risks on future cash flows relating to certain of its fixed rate debt denominated in currencies other than the functional currency. Schlumberger uses cross-currency swaps to provide a hedge against these cash flow risks. Included in Other Liabilities was $266 million at June 30, 2022 ($78 million at December 31, 2021), and included in Other Assets at December 31, 2021 was $66 million relating to the fair value of outstanding cross-currency swap derivatives. The fair value was determined using a model with inputs that are observable in the market or can be derived or corroborated by observable data.

During 2019, a US-dollar functional currency subsidiary of Schlumberger issued €1.5 billion of Euro-denominated debt. Schlumberger entered into cross-currency swaps for an aggregate notional amount of €1.5 billion 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 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 Schlumberger issued €0.8 billion of Euro-denominated debt. Schlumberger entered into cross-currency swaps for an aggregate notional amount of €0.8 billion in order 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 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 Schlumberger issued €2.0 billion of Euro-denominated debt. Schlumberger entered into cross-currency swaps for an aggregate notional amount of €2.0 billion in order 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 swaps effectively convert the swapped portion of 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 Schlumberger issued $0.5 billion of US dollar denominated debt. Schlumberger entered into cross-currency swaps for an aggregate notional amount of $0.5 billion in order to hedge changes in the fair value of its $0.5 billion 1.40% Senior Notes due 2025. These cross-currency swaps effectively convert the US dollar notes to Canadian dollar denominated debt with a fixed annual interest rate of 1.73%.

During the fourth quarter of 2021 and the first quarter of 2022, Schlumberger entered into derivative contracts that hedge the price of oil relating to approximately 75% of the projected oil production for all of 2022 and a portion of the production for the first quarter of 2023 of one of its Asset Performance Solutions (“APS”) projects. These contracts are accounted for as cash flow hedges, with the changes in fair value of the hedge recorded in Accumulated other comprehensive loss. Amounts recorded in Accumulated other comprehensive loss are reclassified to earnings in the same period or periods that the hedged item is recognized in earnings. At June 30, 2022, included in Accounts payable and accrued liabilities was $71 million and included in Other current assets was $5 million relating to the fair value of the outstanding commodity contracts.

Schlumberger is exposed to changes in the fair value of assets and liabilities denominated in currencies other than the functional currency. While Schlumberger 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 contracts is recorded on the Consolidated Balance Sheet and changes in the fair value are recognized in the Consolidated Statement of Income, as are changes in the fair value of the hedged item.

At June 30, 2022, contracts were outstanding for the US dollar equivalent of $7.3 billion in various foreign currencies, of which $5.7 billion relates to hedges of debt denominated in currencies other than the functional currency.

Other than the previously mentioned cross-currency swaps and commodity hedges, the fair value of the other outstanding derivatives was not material at June 30, 2022 and December 31, 2021.

The effect of derivative instruments designated as cash flow hedges, and those not designated as hedges, on the Consolidated Statement of Income was as follows:

							(Stated in millions)

	Gain (Loss) Recognized in Income
	Second Quarter						Six Months
	2022			2021			2022			2021			Consolidated Statement of Income Classification
Derivatives designated as cash flow hedges:
Cross currency swaps	$	(160	)	$	38		$	(291	)	$	(178	)	Cost of services/sales
Commodity contracts		(50	)		-			(65	)		-		Revenue
Foreign exchange contracts		(5	)		3			(7	)		5		Cost of services/sales
	$	(215	)	$	41		$	(363	)	$	(173	)
Derivatives not designated as hedges:
Foreign exchange contracts	$	(27	)	$	(32	)	$	(38	)	$	(26	)	Cost of services/sales

9. Contingencies

Schlumberger 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.

10. Segment Information

				(Stated in millions)

	Second Quarter 2022						Second Quarter 2021
				Income						Income
	Revenue			Before Taxes			Revenue			Before Taxes
Digital & Integration	$	955		$	379		$	817		$	274
Reservoir Performance		1,333			195			1,117			156
Well Construction		2,686			470			2,110			272
Production Systems		1,893			171			1,681			171
Eliminations & other		(94	)		(56	)		(91	)		(66	)
Pretax segment operating income					1,159						807
Corporate & other ⁽¹⁾					(148	)					(138	)
Interest income ⁽²⁾					3						5
Interest expense ⁽³⁾					(121	)					(132	)
Charges and credits ⁽⁴⁾					259						-
	$	6,773		$	1,152		$	5,634		$	542

⁽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 ($16 million in 2022; $1 million in 2021).

⁽³⁾	Interest expense excludes amounts which are included in the segments’ income ($3 million in 2022; $4 million in 2021).

⁽⁴⁾	See Note 2 – Charges and Credits.

				(Stated in millions)

	Six Months 2022						Six Months 2021
				Income						Income
	Revenue			Before Taxes			Revenue			Before Taxes
Digital & Integration	$	1,813		$	671		$	1,590		$	521
Reservoir Performance		2,543			355			2,119			258
Well Construction		5,083			858			4,045			482
Production Systems		3,497			285			3,271			309
Eliminations & other		(201	)		(115	)		(168	)		(99	)
Pretax segment operating income					2,054						1,471
Corporate & other ⁽¹⁾					(313	)					(288	)
Interest income ⁽²⁾					5						9
Interest expense ⁽³⁾					(241	)					(264	)
Charges and credits ⁽⁴⁾					285						-
	$	12,735		$	1,790		$	10,857		$	928

⁽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 ($28 million in 2022; $1 million in 2021).

⁽³⁾	Interest expense excludes amounts which are included in the segments’ income ($6 million in 2022; $8 million in 2021).

⁽⁴⁾	See Note 2 – Charges and Credits.

Revenue by geographic area was as follows:

					(Stated in millions)

	Second Quarter				Six Months
	2022		2021		2022		2021
North America	$	1,537	$	1,083	$	2,819	$	2,055
Latin America		1,329		1,057		2,534		2,095
Europe/CIS/Africa		1,691		1,453		3,094		2,709
Middle East & Asia		2,168		2,001		4,192		3,918
Eliminations & other		48		40		96		80
	$	6,773	$	5,634	$	12,735	$	10,857

North America and International revenue disaggregated by segment was as follows:

							(Stated in millions)

	Second Quarter 2022
	North						Eliminations
	America			International			& other			Total
Digital & Integration	$	327		$	627		$	1		$	955
Reservoir Performance		111			1,222			-			1,333
Well Construction		553			2,083			50			2,686
Production Systems		550			1,341			2			1,893
Eliminations & other		(4	)		(85	)		(5	)		(94	)
	$	1,537		$	5,188		$	48		$	6,773


	Second Quarter 2021
	North						Eliminations
	America			International			& other			Total
Digital & Integration	$	191		$	625		$	1		$	817
Reservoir Performance		79			1,038			-			1,117
Well Construction		352			1,708			50			2,110
Production Systems		458			1,220			3			1,681
Eliminations & other		3			(80	)		(14	)		(91	)
	$	1,083		$	4,511		$	40		$	5,634


	Six Months 2022
	North						Eliminations
	America			International			& other			Total
Digital & Integration	$	552		$	1,258		$	3		$	1,813
Reservoir Performance		214			2,326			3			2,543
Well Construction		1,038			3,948			97			5,083
Production Systems		1,023			2,468			6			3,497
Eliminations & other		(8	)		(180	)		(13	)		(201	)
	$	2,819		$	9,820		$	96		$	12,735


	Six Months 2021
	North						Eliminations
	America			International			& other			Total
Digital & Integration	$	352		$	1,235		$	3		$	1,590
Reservoir Performance		157			1,960			2			2,119
Well Construction		663			3,285			97			4,045
Production Systems		878			2,382			11			3,271
Eliminations & other		5			(140	)		(33	)		(168	)
	$	2,055		$	8,722		$	80		$	10,857

Revenue in excess of billings related to contracts where revenue is recognized over time was $0.3 billion at both June 30, 2022 and December 31, 2021. Such amounts are included within Receivables less allowance for doubtful accounts in the Consolidated Balance Sheet.

Due to the nature of its business, Schlumberger does not have significant backlog. Total backlog was $3.1 billion at June 30, 2022, of which approximately 60% is expected to be recognized as revenue over the next 12 months.

Billings and cash collections in excess of revenue was $1.3 billion at June 30, 2022 and $1.1 billion at December 31, 2021. Such amounts are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheet.

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

This section of the Form 10-Q discusses second-quarter 2022 results of operations and comparisons to first-quarter 2022, as well as the first six months of 2022 results of operations and comparisons to the first six months of 2021. Detailed financial information with respect to first-quarter 2022 can be found in Part I, Item 1, “Financial Statements” of Schlumberger’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022.

Second Quarter 2022 Compared to First Quarter 2022

				(Stated in millions)

	Second Quarter 2022						First Quarter 2022
				Income Before						Income Before
	Revenue			Taxes			Revenue			Taxes
Digital & Integration	$	955		$	379		$	857		$	292
Reservoir Performance		1,333			195			1,210			160
Well Construction		2,686			470			2,398			388
Production Systems		1,893			171			1,604			114
Eliminations & other		(94	)		(56	)		(107	)		(60	)
Pretax segment operating income					1,159						894
Corporate & other ⁽¹⁾					(148	)					(164	)
Interest income ⁽²⁾					3						2
Interest expense ⁽³⁾					(121	)					(120	)
Charges and credits⁽⁴⁾					259						26
	$	6,773		$	1,152		$	5,962		$	638

⁽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 ($16 million in Q2 2022; $12 million in Q1 2022).

⁽³⁾	Interest expense excludes amounts which are included in the segments’ income ($3 million in Q2 2022; $3 million in Q1 20221).

⁽⁴⁾	Charges and credits are described in detail in Note 2 to the Consolidated Financial Statements.

The second quarter saw a strong acceleration of revenue and earnings growth, with revenue growing 14% sequentially, driven by an increase in activity internationally, in North America, and across all Divisions.

Sequentially, all Divisions posted double-digit revenue growth—outpacing rig count growth both in North America and internationally. The quarter was also characterized by a favorable mix of exploration and offshore activity and the increasing impact of improved pricing, resulting in the largest sequential quarterly growth since 2010.

Second-quarter sequential revenue growth was broad-based, with international revenue increasing 12% and North America revenue growing 20%. The international growth was widespread across all areas with almost all of the GeoUnits experiencing revenue growth. International revenue growth was led by Europe/CIS/Africa, which experienced a 20% sequential increase. Latin America experienced sequential revenue growth of 10% while revenue in the Middle East & Asia increased 7%. In North America, the 20% sequential revenue growth was driven by a significant increase in land and offshore drilling activity and higher exploration data licensing in the US Gulf of Mexico.

Overall, second-quarter pretax segment operating income increased 30% sequentially, and pretax segment operating margin expanded sequentially by 212 basis points (“bps”) to 17.1%—the highest quarterly operating margin level since 2015. All four Divisions expanded their margins sequentially.

Despite near-term concerns over a global economic slowdown, the combination of energy security, favorable break-even prices, and the urgency to grow oil and gas production capacity is expected to continue to support strong upstream E&P spending growth. Consequently, Schlumberger expects a decoupling of upstream spending from near-term demand volatility, resulting in resilient global oil and gas activity growth in 2022 and beyond.

The strength of the second-quarter performance highlights Schlumberger’s ability to comprehensively participate in drilling and completion activity growth globally. The multiyear upcycle continued to gain momentum with upstream activity and service pricing steadily increasing both internationally and in North America, resulting in a strengthened outlook for Schlumberger.

Digital & Integration

Digital & Integration revenue of $955 million increased 11% sequentially primarily due to higher exploration data licensing sales, including $95 million in transfer fees.

Digital & Integration pretax operating margin of 40% expanded 570 bps sequentially due to higher exploration data licensing sales in the US Gulf of Mexico and increased profitability in APS projects, particularly in Canada.

Reservoir Performance

Reservoir Performance revenue of $1.3 billion increased 10% sequentially due to higher activity on land and offshore beyond the impact of the seasonal rebound in the Northern Hemisphere, along with improved pricing.

Reservoir Performance pretax operating margin of 15% expanded 143 bps sequentially. Profitability was boosted by the seasonal recovery in the Northern Hemisphere, higher offshore and exploration activity, favorable technology mix, and improved pricing.

Well Construction

Well Construction revenue of $2.7 billion increased 12% sequentially due to higher land and offshore drilling activity both in North America and internationally, beyond the impact of the seasonal rebound in the Northern Hemisphere, in addition to improved pricing.

Well Construction pretax operating margin of 18% expanded 134 bps sequentially due to improved profitability across most of its business lines, particularly in the Europe/CIS/Africa and Middle East & Asia areas. Margin expansion was due to the seasonal recovery in the Northern Hemisphere, higher offshore and exploration activity, favorable technology mix, and improved pricing.

Production Systems

Production Systems revenue of $1.9 billion increased 18% sequentially as supply chain and logistics constraints abated, facilitating increased product deliveries and backlog conversion, mostly internationally.

Production Systems pretax operating margin of 9% expanded 190 bps sequentially due to improved profitability from higher sales of surface, well, and subsea production systems.

Six Months 2022 Compared to Six Months 2021

				(Stated in millions)

	Six Months 2022						Six Months 2021
				Income						Income
				Before						Before
	Revenue			Taxes			Revenue			Taxes
Digital & Integration	$	1,813		$	671		$	1,590		$	521
Reservoir Performance		2,543			355			2,119			258
Well Construction		5,083			858			4,045			482
Production Systems		3,497			285			3,271			309
Eliminations & other		(201	)		(115	)		(168	)		(99	)
Pretax segment operating income					2,054						1,471
Corporate & other ⁽¹⁾					(313	)					(288	)
Interest income ⁽²⁾					5						9
Interest expense ⁽³⁾					(241	)					(264	)
Charges and credits ⁽⁴⁾					285						-
	$	12,735		$	1,790		$	10,857		$	928

⁽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 ($28 million in 2022; $1 million in 2021).

⁽³⁾	Interest expense excludes amounts which are included in the segments’ income ($6 million in 2022; $8 million in 2021).

⁽⁴⁾	Charges and credits are described in detail in Note 2 to the Consolidated Financial Statements.

Six-month 2022 revenue of $12.7 billion increased 17% year-on-year driven by an increase in activity internationally, in North America, and across all Divisions. International revenue increased 13% and North America revenue grew 37%. International growth was widespread, led by Latin America, which increased 21% due to higher drilling and stimulation activity. Europe/CIS/Africa experienced 14% growth, while revenue in the Middle East & Asia increased 7%. In North America, the revenue growth was driven by robust onshore drilling activity and higher sales of production systems, coupled with a strong contribution from the APS project in Canada and increased exploration data licensing in the US Gulf of Mexico.

Six-month 2022 pretax segment operating margin of 16% was 258 bps higher compared to the same period last year due to improved operating leverage from higher activity, a favorable activity mix, and an improving pricing environment.

Digital & Integration

Six-month 2022 revenue of $1.8 billion increased 14% year-on-year, primarily in North America, driven by higher exploration data license sales and increased revenue from APS projects due to higher production and improved oil prices, particularly in Canada.

Year-on-year, pretax operating margin expanded 425 bps to 37% primarily due to the higher revenue from exploration data licenses and improved profitability from APS projects.

Reservoir Performance

Six-month 2022 revenue of $2.5 billion increased 20% year-on-year driven by strong international activity led by Latin America and the Middle East & Asia. Double-digit growth was posted in intervention, evaluation, and stimulation services both on land and offshore, with higher exploration-related activity and improved pricing.

Year-on-year, pretax operating margin increased by 178 bps to 14% due to improved profitability in evaluation and intervention activity.

Well Construction

Six-month 2022 revenue of $5.1 billion grew 26% year-on-year with growth across all areas, led by North America and Latin America which grew 57% and 45%, respectively. Double-digit growth was recorded in drilling fluids, measurements, and integrated drilling—both on higher land and offshore activity—along with improved pricing.

Year-on-year, pretax operating margin increased 497 bps to 17% driven by higher activity and improved pricing.

Production Systems

Six-month 2022 revenue of $3.5 billion increased 7% primarily driven by new projects and increased sales activity mainly in Europe/CIS/Africa, North America, and Latin America. Double-digit growth was posted in subsea and midstream production systems.

Year-on-year, pretax operating margin decreased 131 bps to 8% due to reduced profitability in midstream and well production systems largely as a result of higher logistics costs and less favorable revenue mix.

Interest and Other Income

Interest & other income consisted of the following:

(Stated in millions)

	Second Quarter		First Quarter		Six Months
	2022		2022		2022		2021
Gain on sale of Liberty shares	$	216	$	26	$	242	$	-
Gain on sale of real estate		43		-		43		-
Earnings of equity method investments		33		10		43		25
Interest income		19		14		33		10
	$	311	$	50	$	361	$	35

Other

Research & engineering and General & administrative expenses, as a percentage of Revenue, for the second quarter and first quarter of 2022 and six months ended June 30, 2022 and 2021 were as follows:

	Second
	Quarter			First Quarter			Six Months
	2022			2022			2022			2021
Research & engineering		2.3	%		2.4	%		2.3	%		2.5	%
General & administrative		1.3	%		1.6	%		1.4	%		1.4	%

The effective tax rate for the second quarter of 2022 was 15.8%, as compared to 18.4% for the first quarter of 2022. The decrease in the effective tax rate was primarily due to the credits described in Note 2 to the Consolidated Financial Statements. These credits reduced the effective tax rate during the second quarter by three percentage points.

The effective tax rate for the six months of 2022 was 16.8%, as compared to 18.6% for the same period of 2021. The decrease in the effective tax rate was primarily due to the credits described in Note 2 to the Consolidated Financial Statements. These credits reduced the effective tax rate during the first six months of 2022 by two percentage points.

Charges and Credits

Schlumberger recorded the following credits during 2022, all of which are classified in Interest & other income in the Consolidated Statement of Income.

	(Stated in millions)

	Pretax			Tax			Net
First quarter:
Gain on sale of Liberty shares	$	(26	)	$	(4	)	$	(22	)
Second quarter:
Gain on sale of Liberty shares		(216	)		(13	)		(203	)
Gain on sale of real estate		(43	)		(2	)		(41	)
	$	(285	)	$	(19	)	$	(266	)

Schlumberger did not record any charges or credits during the first six months of 2021.

Liquidity and Capital Resources

Details of the components of liquidity as well as changes in liquidity follow:

	(Stated in millions)

	Jun. 30,			Jun. 30,			Dec. 31,
Components of Liquidity:	2022			2021			2021
Cash	$	1,893		$	1,439		$	1,757
Short-term investments		923			1,243			1,382
Short-term borrowings and current portion of long-term debt		(901	)		(36	)		(909	)
Long-term debt		(12,946	)		(15,687	)		(13,286	)
Net debt ⁽¹⁾	$	(11,031	)	$	(13,041	)	$	(11,056	)

	Six Months Ended Jun. 30,
Changes in Liquidity:	2022			2021
Net income	$	1,490		$	755
Gain on sale of Liberty shares		(242	)		-
Gain on sale of real estate		(43	)		-
Depreciation and amortization ⁽²⁾		1,065			1,058
Earnings of equity method investments, less dividends received		(22	)		(15	)
Deferred taxes		11			(18	)
Stock-based compensation expense		160			156
Increase in working capital ⁽³⁾		(1,884	)		(758	)
US Federal tax refund		-			477
Other		4			(6	)
Cash flow from operations		539			1,649
Capital expenditures		(664	)		(421	)
APS investments		(311	)		(188	)
Exploration data costs capitalized		(64	)		(12	)
Free cash flow ⁽⁴⁾		(500	)		1,028
Dividends paid		(352	)		(349	)
Proceeds from employee stock plans		93			62
Taxes paid on net settled stock-based compensation awards		(85	)		(18	)
Business acquisitions and investments, net of cash acquired plus debt assumed		(8	)		(35	)
Proceeds from sale of Liberty shares		513			-
Proceeds from sale of real estate		120			-
Other		(86	)		(12	)
Change in net debt before impact of changes in foreign exchange rates on net debt		(305	)		676
Impact of changes in foreign exchange rates on net debt		330			163
(Increase) decrease in net debt		25			839
Net debt, beginning of period⁽¹⁾		(11,056	)		(13,880	)
Net debt, end of period ⁽¹⁾	$	(11,031	)	$	(13,041	)

⁽¹⁾

^“Net debt” represents gross debt less cash and short-term investments. Management believes that Net debt provides useful information regarding the level of Schlumberger’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 property, plant and equipment and amortization of intangible assets, exploration data costs, and APS investments.

⁽³⁾	Includes severance payments of $38 million and $184 million during the six months ended June 30, 2022 and 2021, respectively.

⁽⁴⁾

“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 2022 and 2021 included:

•

Capital investments (consisting of capital expenditures, APS investments and exploration data capitalized) were $1.0 billion during the first six months of 2022 compared to $0.6 billion during the first six months of 2021. Capital investments during the full year of 2022 are expected to be approximately $2 billion as compared to $1.7 billion for the full year 2021.

•

During the first six months of 2022 working capital consumed $1.9 billion of liquidity as compared to $758 million during the same period of 2021. The year-on-year increase in working capital consumption was primarily driven by an increase in receivables due to the significant revenue growth. Inventory also increased as lead times were managed in anticipation of continued growth in the second half of the year.

•	During the first six months of 2022, Schlumberger sold 33.8 million of its shares in Liberty and received proceeds of $513 million.

•	During the second quarter of 2022, Schlumberger sold certain real estate and received proceeds of $120 million.

•

On January 21, 2016, the Board approved a $10 billion share repurchase program for Schlumberger common stock. Schlumberger had repurchased $1.0 billion of Schlumberger common stock under this program as of June 30, 2022. Schlumberger did not repurchase any of its common stock during the first six months of 2022.

As of June 30, 2022, Schlumberger had $2.82 billion of cash and short-term investments on hand. Schlumberger had committed debt facility agreements aggregating $6.54 billion, all of which was available and unused. Schlumberger believes these amounts are sufficient to meet future business requirements for at least the next 12 months.

There were no borrowings under the commercial paper programs at June 30, 2022.

In April 2022, Schlumberger announced a 40% increase to its quarterly cash dividend from $0.125 per share of outstanding common stock to $0.175 per share.

Schlumberger maintains an allowance for doubtful accounts in order to record accounts receivable at their net realizable value. Judgment is involved in recording and making adjustments to this reserve. Allowances have been recorded for receivables believed to be uncollectible, including amounts for the resolution of potential credit and other collection issues such as disputed invoices. Adjustments to the allowance may be required in future periods depending on how such potential issues are resolved, or if the financial condition of Schlumberger’s customers were to deteriorate resulting in an impairment of their ability to make payments. As a large multinational company with a long history of operating in a cyclical industry, Schlumberger has extensive experience in working with its customers during difficult times to manage its accounts receivable.

Schlumberger generates revenue in more than 120 countries. As of June 30, 2022, only four of those countries individually accounted for greater than 5% of Schlumberger’s net receivable balance, of which only the United States accounted for greater than 10% of such receivables.

Additional Information

In March 2022, Schlumberger decided to immediately suspend new investment and technology deployment to its Russia operations.

Russia represented approximately 5% of Schlumberger’s worldwide revenue during the first six months of 2022. The carrying value of Schlumberger’s net assets in Russia was approximately $1.0 billion as of June 30, 2022. This consisted of $0.4 billion of receivables, $0.5 billion of other current assets, $0.4 billion of fixed assets, $0.1 billion of other non-current assets and $0.4 billion of current liabilities.

Schlumberger continues to actively monitor the dynamic situation in Ukraine and comply with applicable international laws and sanctions. The extent to which Schlumberger’s operations and financial results may be affected by the ongoing conflict in Ukraine will depend on various factors, including the extent and duration of the conflict; the effects of the conflict on regional and global economic and geopolitical conditions; the effect of further international sanctions and trade control restrictions on Schlumberger’s business, the global economy and global supply chains; and the impact of fluctuations in the exchange rate of the ruble. Continuation or escalation of the conflict may also aggravate the risk factors that Schlumberger identified in its Annual Report on Form 10-K for the year ended December 31, 2021, including cybersecurity risks.

FORWARD-LOOKING STATEMENTS

This second-quarter 2022 Form 10-Q, as well as other statements we make, contains “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 Schlumberger’s financial and performance targets and other forecasts or expectations regarding, or dependent on, its business outlook; growth for Schlumberger as a whole and for each of its Divisions (and for specified business lines, geographic areas or technologies within each Division); 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 Schlumberger and the oil and gas industry; the business strategies of Schlumberger, including digital and “fit for basin,” as well as the strategies of Schlumberger’s customers; Schlumberger’s effective tax rate; Schlumberger’s APS projects, joint ventures, and other alliances; Schlumberger’s response to the COVID-19 pandemic and its preparedness for other widespread health emergencies; the impact of the ongoing conflict in Ukraine on global energy supply; access to raw materials; future global economic and geopolitical conditions; future liquidity; 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 Schlumberger’s customers and changes in the level of oil and natural gas exploration and development; the results of operations and financial condition of Schlumberger’s customers and suppliers; Schlumberger’s inability to achieve its financial and performance targets and other forecasts and expectations; Schlumberger’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; the ongoing conflict in Ukraine; foreign currency risk; inflation; pricing pressure; weather and seasonal factors; unfavorable effects of health pandemics; availability and cost of raw materials; operational modifications, delays or cancellations; challenges in Schlumberger’s supply chain; production declines; the extent of future charges; Schlumberger’s inability to recognize efficiencies and other intended benefits from its business strategies and initiatives, such as digital or Schlumberger 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 second-quarter 2022 Form 10-Q are made as of July 27, 2022, and Schlumberger disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

For quantitative and qualitative disclosures about market risk affecting Schlumberger, see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of the Schlumberger Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Schlumberger’s exposure to market risk has not changed materially since December 31, 2021.

Item 4. Controls and Procedures.

Schlumberger has carried out an evaluation under the supervision and with the participation of Schlumberger’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of Schlumberger’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, Schlumberger’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that Schlumberger 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. Schlumberger’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 Schlumberger’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, Schlumberger’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 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.

As of the date of this filing, there have been no material changes from the risk factors disclosed in Part 1, Item 1A, of Schlumberger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Issuer Repurchases of Equity Securities

As of June 30, 2022, Schlumberger had repurchased $1.0 billion of Schlumberger common stock under its $10 billion share repurchase program. Schlumberger did not repurchase any of its common stock during the first six months of 2022.

Item 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.

Item 5. Other Information.

In 2013, Schlumberger 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”).

Schlumberger’s residual transactions or dealings with the government of Iran during the second quarter of 2022 consisted of payments of taxes and other typical governmental charges. Certain non-US subsidiaries of Schlumberger 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 Schlumberger 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. Schlumberger anticipates that it will discontinue dealings with Saderat and Tejarat following the receipt of all amounts owed to Schlumberger 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 Schlumberger’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 Schlumberger’s Current Report on Form 8-K filed on July 22, 2019)

* Exhibit 10.1—Schlumberger Discounted Stock Purchase Plan, as amended and restated effective July 1, 2022 (+)

* 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 101.CAL—Inline XBRL Taxonomy Extension Calculation Linkbase Document

* Exhibit 101.DEF—Inline XBRL Taxonomy Extension Definition Linkbase Document

* Exhibit 101.LAB—Inline XBRL Taxonomy Extension Label Linkbase Document

* Exhibit 101.PRE—Inline XBRL Taxonomy Extension Presentation Linkbase 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 and in his capacity as Chief Accounting Officer.

		Schlumberger Limited (Registrant)
Date:	July 27, 2022	/s/ Howard Guild
		Howard Guild
		Chief Accounting Officer and Duly Authorized Signatory

slb-ex101_61.htm

Exhibit 10.1

Schlumberger Discounted Stock Purchase Plan

(As amended and restated effective as of July 1, 2022)

Purpose

The Schlumberger Discounted Stock Purchase Plan (the “Plan”) is designed to encourage and assist all employees of Schlumberger Limited, a Curaçao corporation, and its Subsidiaries (as defined in Section 4 hereof, and together with Schlumberger Limited, the “Company”), where permitted by applicable laws and regulations, to acquire an equity interest in Schlumberger Limited through the purchase of shares of common stock, par value $0.01 per share, of Schlumberger Limited (the “Common Stock”). It is intended that the Plan constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.	Administration of the Plan

The Plan shall be administered by a Stock Purchase Plan Committee (the “Committee”) appointed by the Board of Directors of Schlumberger Limited (the “Board”), which consists of at least three (3) persons. The Committee shall supervise the administration and enforcement of the Plan according to its terms and provisions, and will have all powers necessary to accomplish these purposes and discharge its duties hereunder including, but not by way of limitation, the power to (a) employ and compensate agents of the Committee for the purpose of administering the accounts of participating employees; (b) construe or interpret the Plan; (c) determine all questions of eligibility; (d) compute the amount and determine the manner and time of payment of all benefits according to the Plan hereunder; and (e) amend the Plan as necessary to comply with the Code or make any other changes to the Plan that do not result in any (i) significant increase in the cost of maintaining the Plan or (ii) significant reduction in the overall benefits provided to employees under the Plan.

The Committee shall act by unanimous decision of its members at a regular or special meeting of the Committee, or by unanimous decision reduced to writing and signed by all members of the Committee without holding a formal meeting. Vacancies in the membership of the Committee arising from death, resignation or other inability to serve shall be filled by appointment of the Board.

3.	Nature and Number of Shares

The Common Stock subject to issuance under the terms of the Plan will be shares of Schlumberger Limited’s authorized but unissued shares or previously issued shares reacquired and held by Schlumberger Limited. Except as provided in Section 20 hereof, effective from and after January 21, 2021, the aggregate number of shares of Common Stock that may be issued under, and that is authorized by, this Plan shall not exceed 24,059,600, being equal to the sum of (a) the 4,059,600 shares of Common Stock available for issuance under the Plan on January 1, 2021 after the issuance of any such shares of Common Stock attributable to the Purchase Period ended December 31, 2020, and (b) the 20,000,000 shares of Common Stock authorized as of January 21, 2021. All shares of Common Stock purchased under the Plan, regardless of source, will be counted against this share limitation.

4.	Eligibility Requirements

Each “Employee” (as defined below in this Section 4), except as described in the next paragraph, will become eligible to participate in the Plan in accordance with Section 5 hereof on the first “Enrollment Date” (as defined in Section 5 hereof) coincident with or next following employment with the Company. Participation in the Plan is voluntary.

The following Employees are not eligible to participate in the Plan:

(i)

Employees who would, immediately upon enrollment in the Plan, own directly or indirectly, or hold options or rights to acquire, an aggregate of 5% or more of the total combined voting power or value of all outstanding shares of all classes of Schlumberger Limited or any Subsidiary;

(ii)

Employees who are customarily employed by the Company fewer than twenty (20) hours per week or fewer than five (5) months in any calendar year; and

(iii)

Employees who are prohibited by the laws and regulations of the nation of their residence or employment from participating in the Plan, as determined by the Committee.

Notwithstanding the provisions of subparagraph (ii) above, where required by applicable law (as determined by the Committee), Employees employed in the countries specified from time to time by the Committee who are customarily employed by the Company fewer than twenty (20) hours per week may participate in the Plan where required by law, subject to any restrictions established by the Committee.

“Employee” means any individual employed by Schlumberger Limited or any Subsidiary.

“Subsidiary” means any corporation in existence as of the Restatement Date (as defined in Section 5 hereof) of the Plan in an unbroken chain of corporations beginning with Schlumberger Limited if, as of the Restatement Date, each of the corporations other than the last corporation in the chain owns stock possessing 50% or more of the total combined voting power of all classes of stock

in one of the other corporations in the chain. Any corporation that may become a Subsidiary after the Restatement Date will automatically be deemed to be a participating Subsidiary under the Plan effective as of the following Enrollment Date, unless the Committee takes action to exclude such corporation and its employees from participation herein.

5.	Enrollment

Each eligible Employee as of July 1, 2022 (the “Restatement Date” herein) who is already enrolled in the Plan may enroll in the Plan as of January 1, 2023. Each other eligible Employee who thereafter becomes eligible to participate may enroll in the Plan on the first July 1 or January 1 following the date he or she first meets the eligibility requirements of Section 4 hereof. Any eligible Employee not enrolling in the Plan when first eligible may enroll in the Plan on the first day of July or January of any subsequent calendar year. Any eligible Employee may enroll or re-enroll in the Plan on the dates hereinabove prescribed, or such other specific dates established by the Committee from time to time (“Enrollment Dates”).

In order to enroll, an eligible Employee must complete an enrollment application through the process designated by the Company, unless applicable law requires a paper enrollment form, in which case the form should be signed and submitted to the Stock Department.

6.	Method of Payment

Payment for shares of Common Stock is to be made as of the applicable “Purchase Date” (as defined in Section 9 hereof) through payroll deductions (with no right of prepayment) over the Plan’s designated purchase period (the “Purchase Period”), with the first such deduction commencing with the payroll period ending after the Enrollment Date. Each Purchase Period under the Plan shall be a period of six (6) calendar months beginning on July 1 and ending on December 31 of the same calendar year, and beginning on January 1 and ending on June 30 of the same calendar year, or such other period as the Committee may prescribe. Each participating Employee (hereinafter referred to as a “Participant”) will be deemed, by virtue of enrolling in the Plan during a Purchase Period, to authorize such deductions from his or her pay for each month during such Purchase Period, and such amounts will be deducted in conformity with his or her employer’s payroll deduction schedule.

Each Participant may elect to make contributions each pay period in amounts not less than one percent (1%) and not more than ten percent (10%), or such other percentages as the Committee may establish from time to time before an Enrollment Date for all purchases to occur during the relevant Purchase Period, of his or her base earnings or salary, geographical coefficient, overtime pay, shift premiums and commissions from the Company (excluding long-term disability or workers compensation payments and similar amounts, but including elective qualified contributions by the Participant to employee benefit plans maintained by the Company) during such pay period. The rate of contribution shall be designated by the Participant in the enrollment process. Bonuses will be included in determining the amount of the Participant’s contribution.

A Participant may elect to increase or decrease the rate of contribution effective as of the next pay period or the first day of any calendar month by using the process as determined by the Company from time to time. A Participant may suspend payroll deductions at any time during the Purchase Period, by using the process as determined by the Company from time to time. In such case, the Participant’s account will continue to accrue interest determined in accordance with Section 7 hereof, if applicable, and will be used to purchase stock at the end of the Purchase Period. A Participant may also elect to withdraw contributions at any time by using the process as determined by the Company from time to time. Any Participant who withdraws his or her contributions will receive his or her entire account balance, including interest, if any, plus the number of shares of Common Stock held by the Participant under the Plan as soon as administratively feasible. Any Participant who suspends payroll deductions or withdraws contributions during any Purchase Period cannot resume payroll deductions during such Purchase Period, and must re-enroll in the Plan in order to participate in the next Purchase Period.

No more than the maximum contribution permitted any Participant under Section 9 hereof can be accumulated over the Purchase Period, including interest, if applicable. Except in case of cancellation of election to purchase, death, resignation or other terminating event, the amount in a Participant’s account at the end of the Purchase Period will be applied to the purchase of shares of Common Stock.

7.	Crediting of Contributions, Interest and Dividends

Contributions will be credited to a Participant’s account as soon as administratively feasible after payroll withholding. Unless otherwise prohibited by laws or regulations, the Committee may determine in its discretion that Participant contributions will receive interest at a rate realized for the investment vehicle or vehicles designated by the Committee for purposes of the Plan. Interest may, in the Committee’s discretion, be credited to a Participant’s account, if the Participant remains in the Plan at the end of the Purchase Period. Any such contributions and interest will be deposited in or held by a bank or financial institution designated by the Committee for this purpose (any such bank or financial institution so designated by the Committee for this or any other purpose hereunder, a “Custodian”).

8.	Grant of Right to Purchase Common Stock on Enrollment

Enrollment in the Plan by an Employee on an Enrollment Date will constitute the grant by the Company to the Participant of the right to purchase shares of Common Stock under the Plan. Re-enrollment by a Participant in the Plan (but not merely an increase or decrease in the rate of contributions) will constitute a grant by the Company to the Participant of a new opportunity to purchase

shares of Common Stock on the Enrollment Date on which such re-enrollment occurs. A Participant who has not terminated employment and has not withdrawn his or her contributions from the Plan will have shares of Common Stock purchased for him or her on the applicable Purchase Date, and he or she will automatically be re-enrolled in the Plan on the Enrollment Date immediately following the Purchase Date on which such purchase has occurred, unless such participant cancels his participation through the process as determined by the Company from time to time confirming that he or she elects not to re-enroll. A Participant who has suspended payroll deductions or withdrawn contributions during any Purchase Period must re-enroll to participate in the Plan in the next Purchase Period.

Each right to purchase shares of Common Stock under the Plan during a Purchase Period will have the following terms:

(i)

the right to purchase shares of Common Stock during a particular Purchase Period will expire on the earlier of (A) the completion of the purchase of shares of Common Stock on the Purchase Date occurring on the last trading day of the Purchase Period; or (B) the date on which participation of such Participant in the Plan terminates for any reason;

(ii)

in no event will the right to purchase shares of Common Stock during a Purchase Period extend beyond twenty-seven (27) months from the Enrollment Date;

(iii)

payment for shares of Common Stock purchased will be made only through payroll withholding and the crediting of interest, if applicable, in accordance with Sections 6 and 7 hereof;

(iv)

purchase of shares of Common Stock will be accomplished only in accordance with Section 9 hereof;

(v)

the price per share of Common Stock will be determined as provided in Section 9 hereof;

(vi)

the right to purchase shares of Common Stock (taken together with all other such rights then outstanding under the Plan and under all other similar stock purchase plans of Schlumberger Limited or any Subsidiary) will in no event give a Participant the right to purchase a number of shares of Common Stock during any calendar year having a fair market value in excess of $25,000 (the “Maximum Share Limitation”) as determined in accordance with the Section 423 of the Code and the regulations thereunder;

(vii)

the Maximum Share Limitation for a Purchase Period will be determined as of the Grant Date (as defined in Section 9 hereof) of a Purchase Period by dividing $12,500 by the fair market value of a share of Common Stock on such Grant Date; and

(viii)

the right to purchase shares of Common Stock will in all respects be subject to the terms and conditions of the Plan, as interpreted by the Committee.

9.	Purchase of Common Stock

The right of a Participant to purchase shares of Common Stock granted by the Company under the Plan is for the term of a Purchase Period. The fair market value of the Common Stuck to be purchased during such Purchase Period will be determined by averaging the highest and lowest composite sale prices per share of the Common Stock on the New York Stock Exchange (“Fair Market Value”) on the first trading day of each Purchase Period or such other trading date designated by the Committee (the “Grant Date”). The Fair Market Value of the Common Stock will again be determined in the same manner on the last trading day of the Purchase Period or such other trading date designated by the Committee (the “Purchase Date”). These dates constitute the date of grant and the date of exercise for valuation purposes of Section 423 of the Code.

As of the Purchase Date, the Committee shall apply the funds then credited to each Participant’s account to the purchase of whole shares of Common Stock. The cost to the Participant for the shares of Common Stock purchased during a Purchase Period will be 85.0% of the lower of:

(i)

the Fair Market Value of the Common Stock on the Grant Date; or

(ii)

the Fair Market Value of the Common Stock on the Purchase Date.

The Company shall, as soon as administratively feasible after the Purchase Date, deliver to the Custodian book entries or entries into each Participant’s account evidencing shares of Common Stock purchased, but Participants shall be treated as the record owners of their purchased shares of Common Stock effective as of the Purchase Date. Shares of Common Stock that are held by the Custodian shall be held in book entry form. Any cash equal to less than the price of a whole share of Common Stock shall be credited to a Participant’s account on the Purchase Date and carried forward in his or her account for application during the next Purchase Period. Any Participant who purchases stock at the end of a Purchase Period and is not re-enrolled in the Plan for the next Purchase Period will receive the number of shares of Common Stock held in his or her account as of the most recent Purchase Date and any cash or interest, if any, remaining in his or her account. Any Participant who terminates employment or withdraws his or her contributions from the Plan prior to the next Purchase Date, will receive the number of shares of Common Stock held in his or her account and a cash refund attributable to amounts equal to less than the price of a whole share of Common Stock, and any accumulated contributions and interest determined in accordance with Section 7 hereof, if any. If for any reason a Participant’s allocations to the Plan exceed $10,625.00 during a Purchase Period or if the purchase of shares of Common Stock with such

allocations would exceed the Maximum Share Limitation, such excess amounts shall be refunded to the Participant as soon as administratively feasible after such excess has been determined to exist.

If as of any Purchase Date the shares of Common Stock authorized for purchase under the Plan are exceeded, enrollments shall be reduced proportionately to eliminate the excess. The Company shall refund to Participants, as soon as administratively feasible, any funds that cannot be applied to the purchase of shares of Common Stock due to excess enrollment, including interest, if any, determined in accordance with Section 7 hereof. The Committee in its discretion may also provide that amounts representing a fractional share of Common Stock that were withheld but not applied toward the purchase of shares of Common Stock in a Purchase Period may be carried over to the next Purchase Period under this Plan or any successor plan according to the regulations as set forth under Section 423 of the Code.

10.	Withdrawal of Shares

A Participant may elect to withdraw shares of Common Stock held in his or her account at any time (without withdrawing from the Plan) by making an election using a process designated by the Company. Upon receipt of such election, the Custodian will arrange for the issuance and delivery of all shares of Common Stock held in the Participant’s account as soon as administratively feasible.

11.	Termination of Participation

The right to participate in the Plan terminates immediately when a Participant ceases to be employed by the Company for any reason whatsoever (including death, unpaid disability or when the Participant’s employer ceases to be a Subsidiary) or the Participant otherwise becomes ineligible to participate in the Plan. Participation also terminates immediately when the Participant voluntarily withdraws his or her contributions from the Plan. Participation terminates immediately after the Purchase Date if the Participant is not re-enrolled in the Plan for the next Purchase Period or if the Participant has suspended payroll deductions during any Purchase Period and has not re-enrolled in the Plan for the next Purchase Period. Following termination of participation, the Participant may request that the Committee cause to be paid to the Participant or his or her beneficiary or legal representative all amounts credited to his or her account, including interest, if applicable, determined in accordance with Section 7 hereof, and cause an electronic transmission for the number of shares of Common Stock held in his or her account to be delivered to the Participant or to his or her beneficiary or legal representative.

12.	Unpaid Leave of Absence

Unless a Participant has voluntarily withdrawn his or her contributions from the Plan, shares of Common Stock will be purchased for his or her account on the Purchase Date next following commencement of an unpaid leave of absence by such Participant, provided such leave does not constitute a termination of employment. The number of shares of Common Stock to be purchased will be determined by applying to the purchase the amount of the Participant’s contributions made up to the commencement of such unpaid leave of absence plus interest on such contributions, if applicable, determined in accordance with Section 7 hereof. Participation in the Plan will terminate immediately after the purchase of shares of Common Stock on such Purchase Date, unless the Participant has resumed eligible employment prior to the Purchase Date, in which case the Participant may resume payroll deductions immediately.

13.	Designation of Beneficiary

Each Participant may designate one or more beneficiaries in the event of death and may, in his or her sole discretion, change such designation at any time. Any such designation shall be effective upon receipt by the Company and shall control over any disposition by will or otherwise.

As soon as administratively feasible after the death of a Participant, amounts credited to his or her account, including interest, if applicable, determined in accordance with Section 7 hereof, shall be paid in cash by the Company, and an electronic transmission for any shares of Common Stock shall be delivered to the Participant’s designated beneficiaries or, in the absence of such designation, to the executor, administrator or other legal representative of the Participant’s estate. Such payment shall relieve the Company of further liability to the deceased Participant with respect to the Plan. If more than one beneficiary is designated, each beneficiary shall receive an equal portion of the account, unless the Participant has given express contrary instructions.

14.	No Assignment

The rights of a Participant under the Plan will not be assignable or otherwise transferable by the Participant except by will or the laws of descent and distribution. No purported assignment or transfer of such rights of a Participant under the Plan, whether voluntary or involuntary, by operation of law or otherwise, will vest in the purported assignee or transferee any interest or right therein whatsoever but immediately upon such assignment or transfer, or any attempt to make the same, such rights shall terminate and become of no further effect. If this provision is violated, the Participant’s election to purchase Common Stock shall terminate and the only obligation of the Company remaining under the Plan will be to pay to the person entitled thereto the amount then credited to the Participant’s account.

No Participant may create a lien on any funds, securities, rights or other property held for the account of the Participant under the Plan, except to the extent that there has been a designation of beneficiaries in accordance with the Plan, and except to the extent

permitted by will or the laws of descent and distribution if beneficiaries have not been designated. A Participant’s right to purchase shares of Common Stock under the Plan shall be exercisable only during the Participant’s lifetime and only by him or her.

15.	Treatment of Non-U.S. Participants

Participants who are paid in foreign currency and who contribute foreign currency to the Plan through payroll deductions, will have such contributions converted to U.S. dollars on a monthly basis. The exchange rate for such conversion will be the rate quoted by a major financial institution selected by the Committee in its sole discretion. If the exchange rate for certain countries cannot be quoted in this manner, the conversion rate shall be determined as prescribed by the Committee. In no event will any procedure implemented for dealing with exchange rate fluctuations that may occur during the Purchase Period result in a purchase price below the price determined pursuant to Section 9 hereof.

16.

Costs

All costs and expenses incurred in administering this Plan shall be paid by the Company. Any brokerage fees for the sale of shares of Common Stock purchased under the Plan shall be paid by each Participant.

17.

Reports

Annually, the Company shall provide or cause to be provided to each Participant a report of his or her contributions and the shares of Common Stock purchased with such contributions by that Participant on each Purchase Date.

18.	Equal Rights and Privileges

All eligible Employees will have equal rights and privileges with respect to the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and related regulations. Any provision of the Plan that is inconsistent with Section 423 or any successor provision of the Code will, without further act or amendment by the Company, be reformed to comply with the requirements of Section 423. This Section 18 supersedes all other provisions in the Plan.

19.	Rights as Stockholder

A Participant will have no rights as a stockholder under any election to purchase Common Stock until he or she becomes a stockholder of Schlumberger Limited as herein provided. A Participant will become a stockholder with respect to shares of Common Stock for which payment has been completed as provided in Section 9 hereof at the close of business on the last business day of the Purchase Period.

20.	Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

(a)

Changes in Capitalization. Subject to any required action by the stockholders of Schlumberger Limited, the right to purchase shares of Common Stock covered by a current Purchase Period and the number of shares of Common Stock that have been authorized for issuance under the Plan for any future Purchase Period, the maximum number of shares of Common Stock each Participant may purchase each Purchase Period pursuant to Section 9 hereof, as well as the price per share of Common Stock and the number of shares of Common Stock covered by each right under the Plan that have not yet been purchased shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, will affect, and no adjustment by reason thereof will be made with respect to, the number or price of shares of Common Stock.

(b)

Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of Schlumberger Limited, the Purchase Period then in progress shall be shortened by setting a new Purchase Date (the “New Purchase Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Purchase Date will be before the date of the proposed dissolution or liquidation. Each Participant will be notified in writing, at least thirty (30) business days prior to the New Purchase Date, that the Purchase Date for the Participant’s right to purchase shares of Common Stock has been changed to the New Purchase Date and that the applicable number of shares of Common Stock will automatically be purchased on the New Purchase Date, unless prior to such date the Participant has withdrawn from the Plan as provided in Section 10 hereof.

(c)

Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of Schlumberger Limited, or the merger of Schlumberger Limited with or into another entity, each outstanding right to purchase shares of Common Stock shall be assumed or an equivalent right to purchase shares substituted by the successor entity or a parent or subsidiary of the successor entity. In the event that the successor entity refuses to assume or substitute, or to cause a parent or subsidiary corporation to assume or substitute, the right to purchase shares of Common Stock, or is unable to assume or substitute such right in a manner compliant with Section 423 of the Code, then any Purchase Period then in progress shall be shortened by setting a new Purchase Date (the “Alternate Purchase Date”) and any Purchase Period then in progress will end on the Alternate Purchase Date. The Alternate Purchase Date shall be before the date of the proposed sale or merger. Each

Participant will be notified in writing, at least thirty (30) business days prior to the Alternate Purchase Date, that the Purchase Date has been changed to the Alternate Purchase Date and that the applicable number of shares of Common Stock will be purchased automatically on the Alternate Purchase Date, unless prior to such date the Participant has withdrawn from the Plan as provided in Section 10 hereof.

21.	Modification and Termination

Except as provided in Section 20 hereof, the Board may amend or terminate the Plan at any time; provided, however, that the Committee has the authority to amend the Plan as provided in Section 2 hereof. No amendment will be effective unless, within one year after it is adopted by the Board or effected by the Committee pursuant to Section 2 hereof, it is approved by the holders of a majority of the shares of outstanding Common Stock at a meeting of its stockholders if such amendment would cause the rights granted under the Plan to purchase shares of Common Stock to fail to meet the requirements of Section 423 of the Code (or any successor provision).

In the event the Plan is terminated, the Committee may elect to terminate all outstanding rights to purchase shares of Common Stock under the Plan either immediately or upon completion of the purchase of shares of Common Stock on the next Purchase Date, unless the Committee has designated that the right to make all such purchases shall expire on some other designated date occurring prior to the next Purchase Date. If the rights to purchase shares of Common Stock under the Plan are terminated prior to expiration, all funds contributed to the Plan that have not been used to purchase shares of Common Stock shall be returned to the Participants as soon as administratively feasible, including interest, if applicable, determined in accordance with Section 7 hereof.

22.	Board and Stockholder Approval; Effective Date

The Plan was originally approved by the Board on January 28, 1988, and was amended and restated by the Board on January 21, 1992, January 21, 1998, January 20, 2005, January 21, 2010, January 17, 2013, January 19, 2017, April 18, 2018 and January 21, 2021. The Plan was approved by the holders of a majority of the shares of outstanding Common Stock on April 15, 1992. The January 21, 1998 amendment and restatement of the Plan was similarly approved on April 8, 1998; the January 20, 2005 amendment and restatement of the Plan was similarly approved on April 13, 2005; the January 21, 2010 amendment and restatement of the Plan was similarly approved on April 7, 2010; the January 1, 2013 amendment and restatement of the Plan was similarly approved on April 10, 2013; the January 19, 2017 amendment and restatement of the Plan was similarly approved on April 5, 2017; and the January 21, 2021 amendment and restatement of the Plan was similarly approved on April 7, 2021. This amendment and restatement, which was approved by the Board on March 21, 2022, shall become effective as of July 1, 2022.

23.	Governmental Approvals or Consents

The Plan and any offering or sale made to Employees under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. Subject to the provisions of Section 21 hereof, the Board or the Committee may make such changes in the Plan and include such terms in any offering under the Plan as may be desirable to comply with the rules or regulations of any governmental authority.

24.	Other Provisions

The agreements to purchase shares of Common Stock under the Plan will contain such other provisions as the Committee and the Board deem advisable, provided, that no such provision shall in any way be in conflict with the terms of the Plan.

SCHLUMBERGER LIMITED

By: _/s/ Gavin Rennick__________________

Name: Gavin Rennick

Title: Vice President, Human Resources

slb-ex22_8.htm

Exhibit 22

Issuers of Registered Guaranteed Debt Securities

Schlumberger Investment SA, a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg (“SISA”), and Schlumberger Finance Canada Ltd., a corporation incorporated under the laws of the Province of Alberta, Canada (“SFCL”), are both indirect wholly-owned subsidiaries of Schlumberger Limited (the “Guarantor”).

As of June 30, 2022, (i) SISA was the issuer of its 3.650% Senior Notes due 2023 and 2.650% Senior Notes due 2030 (together, the “SISA Notes”), and (ii) SFCL was the issuer of its 1.400% Senior Notes due 2025 (the “SFCL Notes”). The Guarantor fully and unconditionally guarantees the SISA Notes and the SFCL Notes on a senior unsecured basis.

slb-ex311_15.htm

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Olivier Le Peuch, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Schlumberger N.V. (Schlumberger Limited);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2022	/s/ Olivier Le Peuch
	Olivier Le Peuch
	Chief Executive Officer

slb-ex312_13.htm

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Stephane Biguet, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Schlumberger N.V. (Schlumberger Limited);

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2022	/s/ Stephane Biguet
	Stephane Biguet
	Executive Vice President and Chief Financial Officer

slb-ex321_12.htm

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

In connection with the Quarterly Report on Form 10-Q of Schlumberger N.V. (Schlumberger Limited) (the “Company”) for the quarterly period ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Olivier Le Peuch, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: July 27, 2022	/s/ Olivier Le Peuch
	Olivier Le Peuch
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Schlumberger Limited and will be retained by Schlumberger Limited and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Exchange Act.

slb-ex322_9.htm

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

In connection with the Quarterly Report on Form 10-Q of Schlumberger N.V. (Schlumberger Limited) (the “Company”) for the quarterly period ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephane Biguet, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: July 27, 2022	/s/ Stephane Biguet
	Stephane Biguet
	Executive Vice President and Chief Financial Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Exchange Act.

slb-ex95_11.htm

Exhibit 95

Mine Safety Disclosure

The following disclosure is provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977.

The table that follows reflects citations, orders, violations and proposed assessments issued by the Mine Safety and Health Administration (the “MSHA”) to indirect subsidiaries of Schlumberger. The disclosure is with respect to the three months ended June 30, 2022. Due to timing and other factors, the data may not agree with the mine data retrieval system maintained by the MSHA at www.MSHA.gov.

Three Months Ended June 30, 2022

[unaudited]

(whole dollars)

Mine or Operating Name/ MSHA Identification Number

Section 104

S&S Citations

Section

104(b)

Orders

Section

104(d)

Citations

and Orders

Section

110(b) ⁽²⁾

Violations

Section

107(a)

Orders

Total Dollar

Value of MSHA

Assessments

Proposed ⁽¹⁾

Total

Number

of Mining

Fatalities

Received

Notice of

Pattern of

Violations

Under

Section

104(e)

(yes/no)

Received

Notice of

Potential to

Have

Pattern

Under

Section

104(e)

(yes/no)

Legal

Actions

Pending as

of Last Day

of Period

Legal Actions

Initiated

During Period

Legal Actions

Resolved

During

Period

Amelia Barite Plant/1600825

─

Battle Mountain Grinding Plant/2600828

─

─⁽²⁾

─

Greybull Milling Operation/4800602

─

$665

─

Greybull Mining Operation/4800603

─

Greystone Mine/2600411

─

Mountain Springs Beneficiation Plant/2601390

─

⁽¹⁾

Amounts included are the total dollar value of proposed assessments received from MSHA on or before June 30, 2022, regardless of whether the assessment has been challenged or appealed, for citations and orders occurring during the quarter ended June 30, 2022. Citations and orders can be contested and appealed, and as part of that process, are sometimes reduced in severity and amount, and sometimes dismissed. The number of citations, orders, and proposed assessments vary by inspector and vary depending on the size and type of the operation.

⁽²⁾

As of June 30, 2022, MSHA had not yet proposed an assessment for one non-S&S citation at Battle Mountain Grinding Plant/2600828.