On October 2, 2023, SLB, Aker, and Subsea7 closed their previously announced joint venture. The new business, OneSubsea, will drive innovation and efficiency in subsea production by helping customers unlock reserves and reduce cycle time. OneSubsea now comprises SLB’s and Aker’s subsea businesses, which include an extensive complementary subsea production and processing technology portfolio, world-class manufacturing scale and capacity, access to industry-leading reservoir and digital domain expertise, unique pore-to-process integration capabilities, and strengthened research and development capabilities.

In addition to contributing its subsea business to the joint venture, at closing SLB issued 5.1 million shares of its common stock valued at $306.5 million to Aker. Concurrently, Subsea7 purchased a 10% interest in exchange for $306.5 million in cash to Aker. The joint venture also issued a promissory note valued at $87.5 million to Aker. SLB owns 70% of the joint venture, while Aker owns 20% and Subsea7 owns 10%.

The formation of the joint venture was accounted for as a business combination. As the majority owner and controlling entity, SLB is considered the acquirer and reflects OneSubsea as a consolidated subsidiary in its Consolidated Financial Statements. The transfer of the SLB subsea business to the joint venture was accounted for at historical cost, while the Aker subsea business was recorded based on the fair value of the assets acquired and liabilities assumed of approximately $1.3 billion.

The combination of the historical cost and fair value, discussed above, resulted in net assets of the joint venture of approximately $2.8 billion upon formation. Aker and Subsea7’s combined 30% interest in the initial net assets of OneSubsea of $0.8 billion was recognized in Noncontrolling interests in the Consolidated Balance Sheet. The $0.1 billion difference between the noncontrolling interest recognized and the fair value of Aker’s net assets acquired less the fair value of the SLB shares of common stock issued to Aker was recorded as an increase to Common stock in the Consolidated Balance Sheet.

The following amounts represent the preliminary estimates of the fair value of assets acquired and liabilities assumed in connection with the formation of the joint venture. The final determination of fair value for certain assets and liabilities will be completed as soon as the information necessary to complete the analysis is obtained. These amounts, which may differ materially from these preliminary estimates, will be finalized as soon as possible, but no later than one year from the acquisition date.


(Stated in millions)

Cash	$	48
Accounts receivable		355
Inventories (1)		192
Other current assets		237
Fixed assets		168
Intangible assets (weighted average life of 18 years)		390
Accounts payable and accrued liabilities		(915	)
Deferred taxes		(127	)
Other liabilities		(1	)
Total identifiable net assets	$	347
Goodwill (2)		966
Total consideration transferred	$	1,313

(1)

SLB recorded an adjustment of $54 million to write-up the acquired inventory to its estimated fair value. SLB’s Cost of sales will reflect this increased valuation as the acquired inventory is sold. $11 million of this adjustment was expensed as of December 31, 2023. See Note 3 – Charges and Credits.

(2)

The goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition as well as expected synergies from combining the subsea operations of SLB and Aker. None of the goodwill is deductible for income tax purposes.

For the period from October 2, 2023 to December 31, 2023, the subsea business acquired from Aker contributed revenue of approximately $0.5 billion. The acquired Aker subsea business’ contribution to Net income attributable to SLB for the same period was not material.

Aker reported revenue for its subsea business of approximately $1.5 billion for the year ended December 31, 2022 and $1.4 billion for the nine months ended September 30, 2023. Assuming SLB had acquired Aker’s subsea business as of January 1, 2022, Net income attributable to SLB and diluted earnings per share on a pro forma basis would not be materially different from SLB’s reported results for the years ended December 31, 2023 and 2022, respectively.