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What changed in Core Laboratories Inc. /DE/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Core Laboratories Inc. /DE/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+320 added−290 removedSource: 10-K (2026-03-23) vs 10-K (2025-02-13)

Top changes in Core Laboratories Inc. /DE/'s 2025 10-K

320 paragraphs added · 290 removed · 211 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCore Lab’s proprietary World Wide Rock Catalog TM provides a database and analog reference set for predicting properties when physical measurements are unavailable. These technologies provide clients with analog data sets in situations where the acquisition of new conventional core may not be possible or where only wellbore drill cuttings are available.
Biggest changeThese technologies provide clients with analog datasets in situations where the acquisition of new conventional core may not be possible or where only wellbore drill cuttings are available. High-resolution images of wellbore cuttings and sidewall cores are quickly and efficiently matched with analogs from Core Lab’s proprietary database of samples from around the world.
Additionally, Core Lab’s Production Enhancement operating segment offers services to assist clients in determining the best energetic solutions for a specific rock type, to maximize productivity of an operator’s reservoir through our Reservoir Optimized Completions Lab (“ROC Lab TM ”). The ROC Lab TM features an industry-leading, Ultra High Pressure/High Temperature perforation test vessel.
Additionally, Core Lab’s Production Enhancement operating segment offers services to assist clients in determining the best energetic solutions for a specific rock type, to maximize productivity of an operator’s reservoir through our Reservoir Optimized Completions Lab (“ROC Lab™”). The ROC Lab™ features an industry-leading, Ultra High Pressure/High Temperature perforation test vessel.
Two commonly used production enhancement methods are (i) hydraulic fracturing of the reservoir rock to improve flow and (ii) flooding a reservoir with water, carbon dioxide, nitrogen or hydrocarbon gases to drive more oil and gas to the producing wellbores. Many oilfields today are hydraulically fractured and/or flooded to maximize oil and gas recovery.
Two commonly used production enhancement methods are (i) hydraulic fracturing of the reservoir rock to improve flow and (ii) flooding a reservoir with water, carbon 3 dioxide, nitrogen or hydrocarbon gases to drive more oil and gas to the producing wellbores. Many oilfields today are hydraulically fractured and/or flooded to maximize oil and gas recovery.
The federal Bureau of Alcohol, Tobacco, Firearms and Explosives (“ATF”) establishes requirements for the safe use and storage of explosives. Substantial fines and penalties can be imposed and orders or injunctions limiting or prohibiting certain operations may be issued in connection with any failure to comply with these laws and regulations.
The federal Bureau of Alcohol, Tobacco, Firearms and Explosives establishes requirements for the safe use and storage of explosives. Substantial fines and penalties can be imposed and orders or injunctions limiting or prohibiting certain operations may be issued in connection with any failure to comply with these laws and regulations.
Occupational Safety and Health Administration (“OSHA”) hazard communication standard, the Environmental Protection Agency (“EPA”) community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require maintenance of information about hazardous materials used or produced in operations and provision of this information to employees, state and local government authorities and citizens.
Occupational Safety and Health Administration hazard communication standard, the Environmental Protection Agency community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require maintenance of information about hazardous materials used or produced in operations and provision of this information to employees, state and local government authorities and citizens.
Disclosure relating to the operations and financial information of these operating segments is included in Note 21 - Segment Reporting and Other Disaggregated Information of the Notes to the Consolidated Financial Statements. • Reservoir Description : Encompasses the characterization of petroleum reservoir rock, and reservoir fluids samples to increase production and improve recovery of crude oil and natural gas from our clients’ reservoirs.
Disclosure relating to the operations and financial information of these operating segments is included in Note 20 - Segment Reporting and Other Disaggregated Information of the Notes to the Consolidated Financial Statements. • Reservoir Description : Encompasses the characterization of petroleum reservoir rock, and reservoir fluids samples to increase production and improve recovery of crude oil and natural gas from our clients’ reservoirs.
In addition, we assist clients in evaluating subsurface targets associated with Carbon Capture and Sequestration (“CCS”) projects or initiatives. We have over 70 offices in more than 50 countries and have approximately 3,500 employees.
In addition, we assist clients in evaluating subsurface targets associated with Carbon Capture and Sequestration (“CCS”) projects or initiatives. We have over 70 offices in more than 50 countries and have approximately 3,300 employees.
We provide integrated diagnostic services to evaluate and monitor the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects. We offer our services worldwide through a global network of offices. Services accounted for 74%, 73% and 71% of our revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
We provide integrated diagnostic services to evaluate and monitor the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects. We offer our services worldwide through a global network of offices. Services accounted for 76%, 74% and 73% of our revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Our non-U.S. operations accounted for 66%, 65% and 66% of our revenue during the years ended December 31, 2024, 2023 and 2022, respectively.
Our non-U.S. operations accounted for 66%, 66% and 65% of our revenue during the years ended December 31, 2025, 2024 and 2023, respectively.
Core Lab’s eighty-plus years of expertise evaluating both subsurface geology and fluid flow through natural, porous media and our reputation for reliable and efficient reservoir optimization services provides us with opportunities to play a positive role in supporting emerging energy transition initiatives.
Climate Related Initiatives Core Lab’s ninety-plus years of expertise evaluating both subsurface geology and fluid flow through natural, porous media and our reputation for reliable and efficient reservoir optimization services provides us with opportunities to play a positive role in supporting emerging energy transition initiatives.
While recognizing the need to optimize the full value chain of our clients, from producing well to retail sales of hydrocarbon products, a state-of-the-art IT platform, CONNECT: was launched to efficiently acquire and optimize workflows of field data, laboratory results, and other observations relevant to our client base.
While recognizing the need to optimize the full value chain of our clients, from producing well to retail sales of hydrocarbon products, a state-of-the-art information technology (“IT”) platform, CONNECT: was launched to efficiently acquire and optimize workflows of field data, laboratory results, and other observations relevant to our client base.
We manufacture products primarily in five facilities for distribution on a global basis. Product sales accounted for 26%, 27% and 29% of our revenue for the years ended December 31, 2024, 2023 and 2022, respectively. Reservoir Description Commercial oil and gas fields consist of porous and permeable reservoir rocks that contain crude oil, natural gas and formation water.
We manufacture products primarily in four facilities for distribution on a global basis. Product sales accounted for 24%, 26% and 27% of our revenue for the years ended December 31, 2025, 2024 and 2023, respectively. Reservoir Description Commercial oil and gas fields consist of porous and permeable reservoir rocks that contain crude oil, natural gas and formation water.
We keep our employees informed of major business developments through CoreConnect, a communication initiative to drive connection and engagement between employees and executive leadership, and through contact by extended leadership teams, periodic emails, quarterly newsletters, quarterly reports, and annual events.
Core Lab keeps employees informed of major business developments through CoreConnect, a communication initiative to drive connection and engagement between employees and executive leadership, and through contact by extended leadership teams, periodic emails, quarterly newsletters, quarterly reports, and annual events.
The following graphs and table summarize our reported revenue by geographic region for the years ended December 31, 2024, 2023 and 2022 (in thousands): United States Europe/Africa/ Middle East Asia Pacific Canada Former Soviet Union Latin/ South America Consolidated 2024 $ 178,895 $ 220,360 $ 37,796 $ 28,637 $ 26,723 $ 31,437 $ 523,848 2023 $ 178,549 $ 213,339 $ 32,770 $ 26,898 $ 26,118 $ 32,116 $ 509,790 2022 $ 166,701 $ 200,863 $ 32,688 $ 27,797 $ 29,514 $ 32,172 $ 489,735 While we are subject to fluctuations and changes in currency exchange rates relating to our international operations, we attempt to limit our exposure to foreign currency fluctuations by limiting the amount in which our foreign contracts are denominated in a currency other than the U.S. dollar.
The following graphs and table summarize our reported revenue by geographic region for the years ended December 31, 2025, 2024 and 2023 (in thousands): United States Europe/Africa/ Middle East Asia Pacific Canada Former Soviet Union Latin/ South America Consolidated 2025 $ 175,327 $ 227,279 $ 37,310 $ 27,464 $ 32,095 $ 27,045 $ 526,520 2024 $ 178,895 $ 220,360 $ 37,796 $ 28,637 $ 26,723 $ 31,437 $ 523,848 2023 $ 178,549 $ 213,339 $ 32,770 $ 26,898 $ 26,118 $ 32,116 $ 509,790 While we are subject to fluctuations and changes in currency exchange rates relating to our international operations, we attempt to limit our exposure to foreign currency fluctuations by limiting the amount in which our foreign contracts are denominated in a currency other than the U.S. dollar.
These processes are designed to help employees understand where they add value to the organization, provide focus on and discussion around career aspirations, and reward employees for high performance. We aspire to create an inclusive work culture where differences are valued.
These processes are designed to help employees understand where they add value to the organization, provide focus on and discussion around career aspirations, and reward employees for high performance.
References to “Core Lab”, “the Company”, “we”, “our”, and similar phrases are used throughout this Annual Report on Form 10-K (this “Form 10-K”) and relate collectively to Core Laboratories Inc. and its consolidated affiliates.
See Note 1 - Description of Business of the Notes to the Consolidated Financial Statements. References to “Core Laboratories”, “Core Lab”, “the Company”, “we”, “our”, “us” and similar phrases are used throughout this Annual Report on Form 10-K (this “Form 10-K”) and relate collectively to Core Laboratories Inc. and its consolidated affiliates.
Production Enhancement Core Lab's Production Enhancement group provides products and diagnostic services to help optimize well completions, reservoir operations and field development strategies, in order to increase recoverable reserves in the most efficient way.
Production Enhancement Core Lab's Production Enhancement group provides products and diagnostic services to help optimize well completions, reservoir operations and field development strategies, in order to increase recoverable reserves in the most efficient way. These product offerings include perforating technologies to establish communication between the wellbore and the reservoir. Diagnostic services are used to assess well completions and field floods.
Our Core Values: (1) Safety Awareness, (2) Honesty & Integrity, (3) Customer Focus, (4) Building Trust and (5) Employee Development, define us as a company and are the framework that unite us on the path toward achieving our goals and propelling Core Lab forward.
Core Lab’s Core Values: (1) Safety Awareness, (2) Honesty & Integrity, (3) Customer Focus, (4) Building Trust and (5) Employee Development, define the Company and are the framework that unite employees on the path toward achieving the Company’s goals and propelling Core Lab forward. These values represent and establish the foundation by which employees treat each other and conduct business.
Human Capital We are primarily a service provider in the oilfield services industry, so our workforce includes employees who are highly skilled professionals, including engineers and geologists, and other technical personnel, in addition to our administrative employees. As of December 31, 2024, we had approximately 3,500 employees.
Human Capital Core Lab is primarily a service provider in the oilfield services industry. The Company’s workforce includes employees who are highly skilled professionals, including engineers and geologists, and other technical personnel, in addition to administrative employees. As of December 31, 2025, the Company had approximately 3,300 employees, approximately 10% of which was represented under collective bargaining agreements.
Operations We derive our revenue from services and product sales to clients primarily in the oil and gas and associated industries. We operate our business in two segments. These complementary operating segments provide different services and products and utilize different technologies for evaluating and improving reservoir performance and increasing oil and gas recovery from new and existing fields.
These complementary operating segments provide different services and products and utilize different technologies for evaluating and improving reservoir performance and increasing oil and gas recovery from new and existing fields.
NITRO SM services include: Dual Energy Computed Tomography (“DECT”), Micro Computed Tomography, high and low frequency nuclear magnetic resonance, high-resolution gamma logging and continuous high energy x-ray fluorescence, along with pressure-volume-temperature (“PVT”), compositional analysis, and other Core Lab proprietary technologies. 2 Core Lab conducts a wide variety of physical laboratory tests to measure and evaluate fluid flow through the rock, often at in-situ reservoir temperatures and pressures.
NITRO SM services include: Dual Energy Computed Tomography, Micro Computed Tomography, high and low frequency nuclear magnetic resonance, high-resolution gamma logging and continuous high energy x-ray fluorescence, along with pressure-volume-temperature, compositional analysis, and other Core Lab proprietary technologies.
Core Lab’s extensive, proprietary databases and analog technologies, coupled with artificial intelligence (“AI”) and machine learning, help our clients improve efficiencies and lower operating costs throughout the upstream value chain. The analysis and integration of these critical datasets is enhanced because of Core Lab’s proprietary RAPID TM database.
Core Lab has been at the forefront of digital transformation technologies for more than two decades. Core Lab’s extensive, proprietary databases and analog technologies, coupled with artificial intelligence (“AI”) and machine learning, help our clients improve efficiencies and lower operating costs throughout the upstream value chain.
Climate Related Initiatives We are committed to reducing our physical risks and environmental footprint associated with climate change while improving our performance and sustainability in line with the global transition toward lower carbon sources of energy.
We are committed to reducing our physical risks and environmental footprint associated with climate change while improving our performance and sustainability in line with the global transition toward lower carbon sources of energy. Core Lab has disclosed its environmental impact through the Carbon Disclosure Project (a non-profit that runs the world’s leading environmental disclosure platform, “CDP”) annual survey since 2014.
This global emphasis allows us to increase our revenue and enhance our profit through efficient utilization of our worldwide network.
This global emphasis allows us to increase our revenue and enhance our profit through efficient utilization of our worldwide network. Acquisitions We continually review potential acquisitions to add key services and technologies, enhance market presence or complement existing business.
We file or furnish Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Current Reports on Form 8-K, and any amendments to those reports with the U.S. Securities and Exchange Commission (“SEC”). These reports are available free of charge through our web site as soon as reasonably practicable after they are filed or furnished electronically with the SEC.
Web Site Access to Our Periodic SEC Reports Our primary internet address is https://www.corelab.com . We file or furnish Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, Current Reports on Form 8-K, and any amendments to those reports with the U.S. Securities and Exchange Commission (“SEC”).
We may from time to time provide important disclosures to investors by posting them in the investor relations section of our web site, as allowed by SEC rules. The SEC maintains an internet website at https://www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.
The SEC maintains an internet website at https://www.sec.gov that contains reports, proxy and information statements, and other information regarding our company that we file electronically with the SEC.
Most of the value chain emissions (Scope 3 emissions) occur upstream from our operations and are associated with employee commuting, purchased goods and services, activities associated with fuel and energy, and upstream transportation and distribution. Downstream emissions are primarily associated with transportation and distribution. See Item 1A.
Most of the value chain emissions (Scope 3 emissions) occurring upstream from our operations including those associated with employee commuting, purchased goods, services and downstream emissions include transportation and distribution of our services and products. See Item 1A. Risk Factors, “Risk factors associated with health, safety and the environment” for further discussion on environmental matters.
High-resolution images of wellbore cuttings and sidewall cores are quickly and efficiently matched with analogs from Core Lab’s proprietary database of samples from around the world. Physically measured data sets from the matching analogs are delivered to our clients in time to make appraisal and development decisions.
Physically measured data sets from the matching analogs are delivered to our clients in time to make appraisal and development decisions.
We develop our employees through performance management and talent assessment processes, competency-based development plans and training both in leadership and functional areas while also offering educational assistance programs. 9 Our annual performance management cycle is an ongoing process that enables managers and employees to collaborate throughout the year to set performance goals and development objectives that align to business objectives.
Core Lab’s annual performance management cycle is an ongoing process that enables managers and employees to collaborate throughout the year to set performance goals and 9 development objectives that align to business objectives.
These are most commonly applied to conventional reservoirs. We have also developed unique analytical processes to understand the flow characteristics and saturation profiles of unconventional reservoir systems. Core Lab has been at the forefront of digital transformation technologies for more than two decades.
Core Lab conducts a wide variety of physical laboratory tests to measure and evaluate fluid flow through the rock, often at in-situ reservoir temperatures and pressures. These are most commonly applied to conventional reservoirs. We have also 2 developed unique analytical processes to understand the flow characteristics and saturation profiles of unconventional reservoir systems.
Core Lab’s Digital Innovation Group works collaboratively with multiple international and national oil companies on projects that utilize Core Lab’s proprietary digital technologies and services. Core Lab’s proprietary Advanced Rock Typing technology combines Core Lab’s vast, comprehensive database of physical measurements and World Wide Rock Catalog TM with its proprietary image acquisition technology and innovative AI image recognition.
Core Lab’s proprietary Advanced Rock Typing technology combines Core Lab’s vast, comprehensive database of physical measurements and World Wide Rock Catalog™ with its proprietary image acquisition technology and innovative AI image recognition. Core Lab’s proprietary World Wide Rock Catalog™ provides a database and analog reference set for predicting properties when physical measurements are unavailable.
This risk factor is perhaps amplified given recent pronouncements and actions taken by the executive and/or legislative branches of the U.S. government in an uncertain and shifting political environment.
This risk factor is perhaps amplified in an uncertain and shifting political environment.
We offer competitive compensation and benefit programs in each country where we operate. Our approach not only encompasses competitive compensation and benefits, but also personal and professional growth opportunities within a global performance culture.
The Company offers competitive compensation and benefit programs in each country where it operates. Core Lab’s approach not only encompasses competitive compensation and benefits, but also personal and professional growth opportunities within a global performance culture. Core Lab develops its employees through performance management and talent assessment processes, competency-based development plans and training both in leadership and functional areas.
Acquisitions We continually review potential acquisitions to add key services and technologies, enhance market presence or complement existing business. 1 More information relating to any significant acquisitions is included in Note 3 - Acquisitions and Divestures of the Notes to the Consolidated Financial Statements.
More information relating to any significant acquisitions is included in Note 3 - Acquisitions and Divestures of the Notes to the Consolidated Financial Statements. 1 Operations We derive our revenue from services and product sales to clients primarily in the oil and gas and associated industries. We operate our business in two segments.
We recognize the unique perspectives and thoughts that our employees bring to our environment which stimulates innovation and generates out-of-the-box solutions that benefit our Company, clients and industry. We promote a culture-centric focus on the health and safety of our employees and the environment with a proactive approach towards identifying and managing risks through recognition, evaluation, and education.
Core Lab aspires to create an inclusive work culture where differences are valued and recognizes the unique perspectives and thoughts employees bring to the work environment which stimulates innovation and generates out-of-the-box solutions that benefit our Company, clients and industry.
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As a result of the Redomestication Transaction, all common shares in Core Laboratories N.V. were canceled and exchanged for common stock in Core Laboratories Luxembourg S.A. on a one-for-one basis. Former holders of Core Laboratories N.V. common shares now hold one share of common stock of Core Laboratories Inc.
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The analysis and integration of these critical datasets is enhanced because of Core Lab’s proprietary RAPID TM database. Core Lab’s Digital Innovation Group works collaboratively with multiple international and national oil companies on projects that utilize Core Lab’s proprietary digital technologies and services.
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(formerly Core Laboratories Luxembourg S.A.) for each Core Laboratories N.V. common share owned immediately prior to the consummation of the Redomestication Transaction, and the business, assets, liabilities, directors and officers of Core Laboratories Inc. became the same as the business, assets, liabilities, directors and officers of Core Laboratories N.V. immediately prior to the Redomestication Transaction.
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By embedding the Core Values into the Company’s operating strategies, Core Lab ensures its culture and mission also drive its sustainability efforts.
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These product offerings include perforating technologies to establish communication between the wellbore and the reservoir. 3 Diagnostic services are used to assess well completions and field floods.
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The actions Core Lab takes surrounding employees are geared toward building a strong, sustainable workforce that drives the Company toward long-lasting success. Core Lab achieves this through Building Our Bench, its employee-focused framework that outlines the Company’s approach to workforce management and employee engagement. Core Lab’s total rewards approach is aligned to its business strategy and country-specific market influences.
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Core Lab has disclosed its environmental impact through the Carbon Disclosure Project (a non-profit that runs the world’s leading environmental disclosure platform, “CDP”) annual survey since 2014.
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Core Lab promotes a culture-centric focus on the health and safety of its employees and the environment with a proactive approach towards identifying and managing risks through recognition, evaluation, and education. Employees are empowered by a sense of responsibility for managing their own work environment through open communication, and a management-supported “zero accident” culture.
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Risk Factors, “Risk factors associated with health, safety and the environment” for further discussion on environmental matters.
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These reports are available free of charge through our web site as soon as reasonably practicable after they are filed or furnished electronically with the SEC. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our web site, as allowed by SEC rules.
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We do not have any material collective bargaining agreements and consider relations with our employees to be good.
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These values represent and establish the foundation by which we treat each other, conduct our business and simply define “how we do things around here.” By embedding our Core Values into our operating strategies, we ensure that our company culture and mission also drive our Environmental, Social and Governance (“ESG”) sustainability efforts.
Removed
Core Lab values its employees and is committed to providing resources that engage employees, enhance their work experience, and develop them for the future. To assist in this pledge, Core Lab has created its talent management strategy based on the employee life cycle. Our total rewards approach is aligned to our business strategy and country-specific market influences.
Removed
We empower our employees by fostering a sense of responsibility for managing their own work environment through open communication, and a management-supported “zero accident” culture. Web Site Access to Our Periodic SEC Reports Our primary internet address is https://www.corelab.com .

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeShould future sanctions require us to cease or wind down our Russian operations, our assets located there may be impacted and could become subject to impairment. As of December 31, 2024, the Company’s fixed assets and total assets in Russia were $4.5 million and $11.7 million, respectively. Total assets located in Russia represent approximately 2% of the Company’s total assets.
Biggest changeWe have not experienced any material interruptions in our infrastructure, supplies or networks needed to support our operations in Russia or Ukraine. Should future sanctions require us to cease or wind down our Russian operations, our assets located there may be impacted and could become subject to impairment.
The oil and gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for our oilfield services and products and downward pressure on the prices we charge. A significant downturn in the oil and gas industry could result in a reduction in demand for oilfield services and could adversely affect our operating results.
The oil and gas industry historically has experienced periodic downturns, which have been characterized by diminished demand for our oilfield services and products and downward pressure on the prices we charge. A significant downturn in the oil and gas industry could result in a reduction in demand for oilfield services and could adversely affect our operating results.
U.S., foreign federal, regional, state or local governmental actions aimed at species conservation, preventing hydraulic fracturing activities, or otherwise limiting oil and gas production in certain locations, could indirectly cause us to incur additional costs, cause our or our oil and natural gas exploration and production customers’ operations to become subject to operating restrictions or bans, result in new difficulties obtaining permits or other authorizations, and limit future development activity in affected areas.
U.S., foreign federal, regional, state or local governmental actions aimed at species conservation, preventing hydraulic fracturing activities, or otherwise limiting oil and gas operations or production in certain locations, could indirectly cause us to incur additional costs, cause our or our oil and natural gas exploration and production customers’ operations to become subject to operating restrictions or bans, result in new difficulties obtaining permits or other authorizations, and limit future development activity in affected areas.
Our operations, and those of our clients, are subject to the various laws, regulations and other legal requirements of those respective countries as well as various risks peculiar to each country, which may include, but are not limited to: ▪ global economic conditions; ▪ political actions and requirements of national governments including trade restrictions, embargoes, seizure, detention, nationalization and expropriation of assets; ▪ interpretation of tax statutes and requirements of taxing authorities worldwide, including the United States, routine examination by taxing authorities and assessment of additional taxes, penalties and/or interest; ▪ trade and economic sanctions, tariffs or other restrictions imposed by the European Union, the United Kingdom, the United States or other countries; ▪ civil unrest; ▪ acts of terrorism; ▪ fluctuations and changes in currency exchange rates (see section below); 11 ▪ the impact of inflation; ▪ difficulty in repatriating foreign currency received in excess of the local currency requirements; ▪ current conditions in oil producing countries such as Venezuela, Nigeria, Libya, Iran and Iraq considering their potential impact on the world markets; and ▪ geopolitical conflicts in the countries or regions we operate in, including the Russia-Ukraine and Middle East conflicts.
Our operations, and those of our clients, are subject to the various laws, regulations and other legal requirements of those respective countries as well as various risks peculiar to each country, which may include, but are not limited to: ▪ global economic conditions; ▪ political actions and requirements of national governments, including trade restrictions, embargoes, seizure, detention, nationalization and expropriation of assets; ▪ interpretation of tax statutes and requirements of taxing authorities worldwide, including the United States, routine examination by taxing authorities and assessment of additional taxes, penalties and/or interest; ▪ trade and economic sanctions, tariffs or other restrictions imposed by the European Union, the United Kingdom, the United States or other countries; ▪ civil unrest; ▪ acts of terrorism; ▪ fluctuations and changes in currency exchange rates (see section below); ▪ the impact of inflation; ▪ difficulty in repatriating foreign currency received in excess of the local currency requirements; ▪ current conditions in oil producing countries such as Venezuela, Nigeria, Libya, Iran and Iraq considering their potential impact on the world markets; and ▪ geopolitical conflicts in the countries or regions we operate in, including the Russia-Ukraine and Middle East conflicts.
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim against us or any director or officer or other employee or agent of ours arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us or any director or officer or other employee or agent of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for 20 (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim against us or any director or officer or other employee or agent of ours arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us or any director or officer or other employee or agent of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our failure to achieve consolidation savings, to incorporate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operation. 15 We may be unable to attract and retain skilled and technically knowledgeable employees, which could adversely affect our business.
Our failure to achieve consolidation savings, to incorporate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operation. We may be unable to attract and retain skilled and technically knowledgeable employees, which could adversely affect our business.
We are subject to compliance with governmental regulations associated with climate change, energy conservation measures, or initiatives that stimulate demand for alternative forms of energy that could result in increased costs, limit the areas in which our clients’ oil and natural gas production may occur and reduce demand for our services, which may adversely affect our business and results of operations.
We are subject to compliance with governmental regulations associated with climate change, energy conservation measures, or initiatives that stimulate demand for alternative forms of energy that could result in increased costs, limit the 18 areas in which our clients’ oil and natural gas production may occur and reduce demand for our services, which may adversely affect our business and results of operations.
Furthermore, in retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian financial and currency markets, Russian authorities imposed 12 significant currency control measures aimed at restricting the outflow of foreign currency and capital from Russia, imposed various restrictions on transacting with non-Russian parties, banned exports of various products and other economic and financial restrictions.
Furthermore, in retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian financial and currency markets, Russian authorities imposed significant currency control measures aimed at restricting the outflow of foreign currency and capital from Russia, imposed various restrictions on transacting with non-Russian parties, banned exports of various products and imposed other economic and financial restrictions.
Our results of operations may be adversely affected because our efforts to comply with applicable anti-corruption laws such as the United States’ Foreign Corrupt Practices Act (the “FCPA”) and the United Kingdom’s Anti-Bribery Act (the 13 “ABA”) could restrict our ability to do business in foreign markets relative to our competitors who are not subject to these laws.
Our results of operations may be adversely affected because our efforts to comply with applicable anti-corruption laws such as the United States’ Foreign Corrupt Practices Act (the “FCPA”) and the United Kingdom’s Anti-Bribery Act (the “ABA”) could restrict our ability to do business in foreign markets relative to our competitors who are not subject to these laws.
We may be unable to anticipate, detect or prevent future attacks, particularly as the vectors used by threat actors change frequently or are not readily identifiable until deployed. We may also be unable to investigate or remediate cybersecurity incidents as threat 14 actors are increasingly using techniques designed to circumvent controls, avoid detection, and delete or obfuscate forensic evidence.
We may be unable to anticipate, detect or prevent future attacks, particularly as the vectors used by threat actors change frequently or are not readily identifiable until deployed. We may also be unable to investigate or remediate cybersecurity incidents as threat actors are increasingly using techniques designed to circumvent controls, avoid detection, and delete or obfuscate forensic evidence.
These stringent laws and regulations could require us to acquire permits or other authorizations to conduct regulated activities, install and maintain costly equipment and pollution control technologies, impose specific safety and health standards addressing work protection, or to incur costs or liabilities to mitigate or remediate pollution conditions caused by our operations or attributable to former owners or operators.
These laws and regulations could require us to acquire permits or other authorizations to conduct regulated activities, install and maintain costly equipment and pollution control technologies, impose specific safety and health standards addressing work protection, or to incur costs or liabilities to mitigate or remediate pollution conditions caused by our operations or attributable to former owners or operators.
New, modified or stricter enforcement of environmental laws and regulations could be adopted or implemented that significantly 16 increase our compliance costs, pollution mitigation costs, or the cost of any remediation of environmental contamination that may become necessary, and these costs could have a material adverse effect on our business, financial condition, results of operation, or cash flows.
New, modified or stricter enforcement of environmental laws and regulations could be adopted or implemented that significantly increase our compliance costs, pollution mitigation costs, or the cost of any remediation of environmental contamination that may become necessary, and these costs could have a material adverse effect on our business, financial condition, results of operation, or cash flows.
These pressures could have similar impacts on our customers, and therefore, indirectly impact our operations by decreasing demand for our services. Our managerial ESG Steering Team is the primary group for overseeing and managing our ESG initiatives. Team members review the implementation and effectiveness of our ESG programs and policies and report on these matters to the Board of Directors.
These pressures could have similar impacts on our customers, and therefore, indirectly impact our operations by decreasing demand for our services. Our managerial ESG Steering Team is the primary group for overseeing and managing our sustainability initiatives. Team members review the implementation and effectiveness of our sustainability programs and policies and report on these matters to the Board of Directors.
The partial or complete loss of any one of our key suppliers, or a significant adverse change in the relationship with any of these suppliers, through consolidation or otherwise, would limit our ability to manufacture and sell certain of our products. There are risks relating to our acquisition strategy.
The partial or complete loss of any one of our key suppliers, or a significant adverse change in the relationship with any of these suppliers, through consolidation or otherwise, would limit our ability to manufacture and sell certain of our products. 16 There are risks relating to our acquisition strategy.
Risk factors associated with health, safety and the environment We are subject to a variety of environmental and occupational safety and health laws and regulations, which may result in increased costs and significant liability to our business.
Risk factors associated with health, safety and the environment 17 We are subject to a variety of environmental and occupational safety and health laws and regulations, which may result in increased costs and significant liability to our business.
As a result, numerous regulatory initiatives have been made, and are likely to continue to be made, to monitor and limit existing emissions of GHGs or implement laws, policies or regulatory initiatives that may contribute to energy conservation measures, stimulate demand for alternative forms of energy or limit areas where fossil fuel production may occur, which may translate into reduced demand for our services.
As a result, numerous regulations have been made, and are likely to continue to be made, to monitor and limit emissions of GHGs or implement laws, policies or regulatory initiatives that may contribute to energy conservation measures, stimulate demand for alternative forms of energy or limit areas where fossil fuel production may occur, which may translate into reduced demand for our services.
Risk factors associated with the Redomestication Transaction The expected benefits of the Redomestication Transaction may not be realized. There can be no assurance that all of the anticipated benefits of the Redomestication Transaction will be achieved.
Risk factors associated with the Redomestication Transaction 21 The expected benefits of the Redomestication Transaction may not be realized. There can be no assurance that all of the anticipated benefits of the Redomestication Transaction will be achieved.
Certain states have adopted or are considering adopting, legal requirements that could impose more stringent disclosure, permitting and/or well construction requirements on hydraulic fracturing operations, and local governments may also seek to adopt ordinances within their jurisdictions regulating the time, place and manner of hydraulic fracturing activities.
For example, certain states have adopted, or are considering adopting, legal requirements that could impose more stringent disclosure, permitting and/or well construction requirements on hydraulic fracturing operations, and local governments may also seek to adopt ordinances within their jurisdictions regulating the time, place and manner of hydraulic fracturing activities.
We have published voluntary disclosures regarding ESG matters under an annual Sustainability Report and the Global Reporting Initiative, an international independent standards organization.
We have published voluntary disclosures regarding sustainability matters under an annual Sustainability Report and the Global Reporting Initiative, an international independent standards organization.
While we have sought voluntary aspirational goals for GHG emission reductions from base year 2018, we note that even with our governance oversight in place, we may not be able to adequately identify or manage ESG-related risks and opportunities, which may include failing to achieve ESG-related aspirational goals.
While we have sought voluntary aspirational goals for GHG emission reductions from base year 2018, we note that even with our governance oversight in place, we may not be able to adequately identify or manage sustainability-related risks and opportunities, which may include failing to achieve sustainability-related aspirational goals.
Such expectations and assumptions may be prone to error or subject to misinterpretation given the lack of an established single approach to identifying, measuring and reporting on many ESG matters. We are subject to the physical effects of climate change, which may adversely affect our business and results of operations.
Such expectations and assumptions may be prone to error or subject to misinterpretation given the lack of an established single approach to identifying, measuring and reporting on many sustainability matters. We are subject to the physical effects of climate change, which may adversely affect our business and results of operations.
If Core Lab is unable to mitigate these or other potential risks related to its cost cutting initiatives, it may disrupt Core Lab’s business or could have a material adverse effect on its financial condition and results of operations.
If Core Lab is unable to mitigate these or other potential risks related to its initiatives, it may disrupt Core Lab’s business or could have a material adverse effect on its financial condition and results of operations.
By the nature of our business, we derive a substantial amount of our revenue from our international operations, where certain of our customer contracts are in foreign currencies that subject us to risks relating to fluctuations in currency exchange rates.
We are exposed to risks due to fluctuations in currency exchange rates. By the nature of our business, we derive a substantial amount of our revenue from our international operations, where certain of our customer contracts are in foreign currencies that subject us to risks relating to fluctuations in currency exchange rates.
Various governments have adopted or are considering adopting legislation, regulations or other regulatory initiatives, including the Paris Agreement, the Europe Climate Law, that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions at national or local levels in jurisdictions where we operate.
Various governments have adopted or are considering adopting legislation, regulations or other regulatory initiatives, including the Paris Agreement, the Europe Climate Law, that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions at national or local levels in jurisdictions where our clients operate.
Historically, economic downturns and political events have resulted in lower demand for our services and products in certain markets. The continuing instability in the Middle East, North Africa, South America and Ukraine, and the potential for activity from terrorist groups that the U.S. government has cautioned against have further heightened our exposure to international risks.
Historically, economic downturns and political events have resulted in lower demand for our services and products in certain markets. The continuing instability in North Africa, South America and Ukraine, escalation of military conflict in the Middle East, and the potential for activity from terrorist groups that the U.S. government has cautioned against have further heightened our exposure to international risks.
If Core Lab’s operating costs are higher than expected, or if it does not maintain adequate control of its costs and expenses, Core Lab’s results of operations will suffer.
If Core Lab’s operating costs are higher than expected, or if it does not maintain adequate control of its costs, Core Lab’s results of operations will suffer.
For instance, the Climate-Related Financial Risk Act (“CRFRA”) in California requires the disclosure of a climate-related financial risk report (in line with the Task Force on the Climate-related Financial Disclosures (“TCFD”) recommendations or equivalent disclosure requirements under the International Sustainability Standards Board’s (“ISSB”) climate-relate disclosure standards) every other 18 year for public and private companies that are “doing business in California” and have total annual revenue of $500 million.
For instance, the Climate-Related Financial Risk Act (“CRFRA”) in California requires the disclosure of a climate-related financial risk report (in line with the Task Force on the Climate-related Financial Disclosures recommendations or equivalent disclosure requirements under the International Sustainability Standards Board’s climate-relate disclosure standards) every other year for public and private companies that are “doing business in California” and have total annual revenue of at least $500 million.
As the conflict in Ukraine continues, these sanctions may change and be expanded, which could further hinder the Company’s ability to do business in Russia or with certain Russian entities, which could have an adverse impact on the Company’s financial condition and results of operations.
As the conflict in Ukraine continues and these sanctions may change and be expanded, it could further hinder the Company’s ability to do business in Russia or with certain Russian entities and/or our ability to repatriate cash, which could have an adverse impact on the Company’s financial condition and results of operations.
Such events can impact our operations directly and indirectly, and could also result in increased insurance costs.
Such events may impact our operations directly and indirectly, and could also result in increased insurance costs.
While we intend to continue committing substantial financial resources and effort to the development or acquisition of new services and products, we may not be able to successfully differentiate our services and products from those of our competitors.
While we intend to continue committing substantial financial resources and effort to the development or acquisition of new services and products, including those embodying genAI technologies, we may not be able to successfully differentiate our services and products from those of our competitors.
The geopolitical conflict between Russia and Ukraine has resulted in the U.S. government, European Union, the United Kingdom and other countries imposing broad-ranging and coordinated economic sanctions and export control measures against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, including, among others: • a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; • a prohibition on commercial activities in the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic; • a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), the electronic banking network that connects banks globally; • a ban on imports of Russian crude oil, certain refined petroleum products, and liquefied propane gas originating in or exported from Russia to the European Union, subject to limited exceptions; • a ban on imports of Russian crude oil, liquefied natural gas and coal to the United States; • a ban on new investment in the Russian energy sector; • a prohibition by the U.S. on exporting, selling, or supplying certain categories of services, including engineering services and petroleum services, to persons located in Russia; and • enhanced export controls and trade sanctions targeting Russia’s importation of certain goods and technology, including restrictive measures on the export and re-export of dual-use goods, stricter licensing policy with respect to issuing export licenses, and increased use of “end-use” controls to block or impose licensing requirements on exports.
Our operations may be adversely affected by sanctions, export controls, and similar measures targeting Russia and other countries and territories as well as other responses to Russia’s military conflict in Ukraine. 12 The ongoing geopolitical conflict between Russia and Ukraine has resulted in the U.S. government, European Union, the United Kingdom and other countries imposing broad-ranging economic sanctions and export control measures against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, including, among others: • a prohibition on doing business with certain Russian companies, large financial institutions, government officials and oligarchs; • a prohibition on commercial activities in the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic; • a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; • a ban on imports of Russian crude oil, certain refined petroleum products, and liquefied propane gas originating in or exported from Russia to the European Union, subject to limited exceptions; • a ban on imports of Russian crude oil, liquefied natural gas and coal to the United States; • a ban on new investment in the Russian energy sector; • a prohibition on exporting, selling, or supplying certain categories of services, including engineering-related services, petroleum services and analytical testing services, to persons located in Russia; and • enhanced export controls and trade sanctions targeting Russia’s importation of certain goods and technology, including restrictive measures on the export and re-export of dual-use goods, stricter licensing policy with respect to issuing export licenses, and increased use of “end-use” controls to block or impose licensing requirements on exports.
In particular, we, our third-party vendors that supply us with goods and services in support of our business, and our clients are subject to an increased governmental, and public, political and scientific attention focus on risks associated with the threat of climate change arising from the emission of greenhouse gases (“GHG”).
In particular, we, our third-party vendors that supply us with goods and services in support of our business, and our clients are subject to governmental, and public, political and scientific attention focus on risks associated with the threat of climate change arising from the emission of GHG.
There are numerous factors affecting the supply of and demand for our services and products, which are summarized as: ▪ general and economic business conditions, including market prices of oil and gas and expectations about future prices; 10 ▪ global or domestic health crises; ▪ the adoption of legal requirements or taxation; ▪ changes in existing laws, regulations or other governmental actions; ▪ cost of producing and the ability to deliver oil and natural gas; ▪ the level of drilling and production activity; ▪ financial condition of our client base and their ability to fund capital expenditures; ▪ coordination by the OPEC+; ▪ civil unrest or political uncertainty in oil producing or consuming countries and other geopolitical conflict, including the ongoing conflict in the Middle East and between Russia and Ukraine; ▪ level of consumption of oil, gas and petrochemicals by consumers; ▪ availability of services and materials for our clients to grow their capital expenditures and to deliver product to market; and ▪ availability of materials and equipment from key suppliers.
There are numerous factors affecting the supply of and demand for our services and products, which are summarized as: ▪ general and economic business conditions, including market prices of oil and gas and expectations about future prices; ▪ global or domestic health crises; 10 ▪ the adoption of legal requirements or taxation; ▪ changes in existing laws, regulations or other governmental actions; ▪ cost of producing and the ability to deliver oil and natural gas; ▪ the level of drilling and production activity; ▪ the success of our clients’ exploration and drilling efforts; ▪ financial condition of our client base and their ability to fund capital expenditures; ▪ coordination by OPEC+ countries; ▪ civil unrest or political uncertainty in oil producing or consuming countries and other geopolitical conflict, including commencement of a major military conflict between the United States, Israel and Iran in February 2026, the continuing conflict between Russia and Ukraine, and political uncertainty in Venezuela; ▪ level of consumption of oil, gas and petrochemicals by consumers; ▪ availability of services and materials for our clients to grow their capital expenditures and to deliver product to market; and ▪ availability of materials and equipment from key suppliers.
These cost-cutting measures may include reductions in the quarterly dividend, base salaries of senior executives and employees, annual capital expenditures, implementation of temporary employee furloughs, and workforce reductions, among other reductions of corporate and operating costs. In addition, these initiatives could result in disruptions to Core Lab’s operations.
These cost-cutting measures may include reductions in various expenses, including the quarterly dividend, base salaries of senior executives and employees, and annual capital expenditures, as well as implementation of temporary employee furloughs, workforce reductions, and other measures to reduce corporate and operating costs. These cost-cutting initiatives could result in disruptions to Core Lab’s operations.
Additionally, the Company leases its operating facilities in Russia, and as of December 31, 2024, the contractual obligation to exit these leased facilities is approximately $0.4 million. For the year ended December 31, 2024, revenue attributable to our operations in Russia was $23.0 million, representing approximately 4% of the Company’s total revenue.
Additionally, the Company leases its operating facilities in Russia, and as of December 31, 2025, the contractual obligation to exit these leased facilities is approximately $0.8 million. For the year ended December 31, 2025, revenue attributable to our operations in Russia was $26.2 million, representing approximately 5.0% of the Company’s total revenue.
Our and our clients’ compliance with such existing, or any new or amended legal requirements that are placed into effect and applicable in 17 areas where we or our clients conduct operations, could result in our or our clients’ incurring significant additional expense and operating restrictions.
Compliance with existing, or any new or amended legal requirements that are placed into effect and applicable in areas where we or our clients conduct operations, could result in our or our clients’ incurring significant additional expense and operating restrictions which could result in reduced demand for our products and services.
Our operations, financial results and cash flows, including our ability to repatriate cash, may be adversely affected due to the conflict and will depend on various factors, including the extent and duration of the conflict, its effects on regional and global economic and geopolitical conditions, and the effect of more expansive or stringent laws, sanctions or trade control restrictions, whether adopted by Western nations or the Russian Federation, on our business, the global economy and global supply chains.
The effect on our operations, financial results and cash flows will depend on various factors, including the extent and duration of the conflict, its effects on regional and global economic and geopolitical conditions, and the effect of more expansive or stringent laws, sanctions or trade controls, whether adopted by Western nations or the Russian Federation, on our business, the global economy and global supply chains.
In addition, we may not be able to adapt to evolving markets and technologies, develop or acquire new services or products, or achieve and maintain technological advantages.
In addition, we may not be able to adapt to evolving markets and technologies, develop or acquire new services or products, or achieve and maintain a competitive market advantage.
The exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
The exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction.
Downturns in the oil and gas industry, or in the oilfield services business, may have a material adverse effect on our financial condition or results of operations.
Downturns in the oil and gas industry, or in the oilfield services business, or lower success rates of our clients’ exploration and drilling efforts, may have a material adverse effect on our financial condition or results of operations.
These provisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock. 19 Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Investor and societal expectations regarding voluntary ESG disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our services, reduced profits, increased risks of governmental investigations and private party litigation, and negative impacts on our stock price and access to capital markets.
Absent clarification or revisions to these laws, alongside the compliance, may result in increased costs and restrictions on access to capital. 19 Investor and societal expectations regarding voluntary corporate responsibility disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our services, reduced profits, increased risks of governmental investigations and private party litigation, and negative impacts on our stock price and access to capital markets.
To that end, we have obtained certain patents and intend to continue to seek patents on some of our inventions, services and products. While we have patented some of our key technologies, we do not patent all of our proprietary technology, even when regarded as patentable. The process of seeking patent protection can be long and expensive.
While we have patented some of our key technologies, we do not patent all of our proprietary technology, even when regarded as patentable. The process of seeking patent protection can be long and expensive.
If we are unable to continue developing or acquiring competitive services and products in a timely manner in response to changes in technology, our business and operating results may be materially and adversely affected. In addition, continuing development or acquisition of new products inherently carries the risk of inventory obsolescence with respect to our older products.
If we are unable to continue developing or acquiring competitive services and products in a timely manner in response to changes in technology, our business and operating results may be materially and adversely affected.
These sanctions may be imposed against certain countries, companies and individuals that may restrict or prohibit transactions involving the countries, companies and individuals identified, which may also further restrict or prohibit us in conducting sales and maintaining operations in any of these jurisdictions.
These sanctions and/or export controls may be imposed against certain countries, companies and individuals and they may restrict or prohibit transactions involving the countries, companies and individuals identified, which may further restrict or prohibit us from providing good or services and/or maintaining operations in the affected jurisdictions.
Due to the international scope of our operations, the Company is subject to various laws and regulations, including regulations issued by the U.S. Department of Treasury, the U.S. Department of State, the Bureau of Industry and Security and Office of Foreign Asset Control, as well as the counterparts of these agencies in foreign countries.
Due to the international scope of our operations, the Company is subject to various laws and regulations including regulations issued by the U.S. Department of Treasury, the U.S.
Certain of these laws and regulations may impose joint and several, strict liability for environmental liabilities, such as the remediation of historical contamination or recent spills, and failure to comply with such laws and regulations could result in the assessment of damages, fines and penalties, the imposition of remedial or corrective action obligations, the occurrence of delays or cancellations in permitting or development of projects, or the suspension or cessation of some or all of our operations.
Failure to comply with applicable laws and regulations could result in the assessment of monetary fines and other civil and/or criminal penalties, the imposition of remedial or corrective action obligations, the occurrence of delays or cancellations in permitting or development of projects, or the suspension or cessation of some or all of our operations.
Orders are placed with our suppliers based on forecasts of client demand and, in some instances, we may establish buffer inventories to accommodate anticipated demand. Our forecasts of client demand are based on multiple assumptions, each of which may introduce errors into the estimates.
We cannot accurately predict which or what level of our services and products our clients will need in the future. Orders are placed with our suppliers based on forecasts of client demand and, in some instances, we may establish buffer inventories to accommodate anticipated demand.
Changes in macro-economic factors impacting the oil and gas industry may negatively affect our ability to accurately predict client demand, which could cause us to hold excess or obsolete inventory and experience a reduction in gross margins and financial results. We cannot accurately predict which or what level of our services and products our clients will need in the future.
Any escalation and expansion of this conflict could have a negative impact on both global and regional conditions and may adversely affect our business, financial condition and results of operations. 11 Changes in macro-economic factors impacting the oil and gas industry may negatively affect our ability to accurately predict client demand, which could cause us to hold excess or obsolete inventory and experience a reduction in gross margins and financial results.
Any cost-cutting measures could also negatively impact Core Lab’s business by delaying the introduction of new products or technologies, interrupting service of additional products, or impacting employee retention. There can be no assurance that additional costs will not offset any such reductions of its operations.
Any such measures could also negatively impact Core Lab’s business by delaying the introduction of new products or technologies, interrupting the effective deployment of existing products and services, or impacting employee retention. In addition, there can be no assurance that these cost controls will closely correlate with reduced operating activity.
During the year ended December 31, 2024, revenue attributable to the Company’s Ukraine operations and assets located in Ukraine, were immaterial to the Company’s total revenue and total assets. We are actively monitoring the situation in Ukraine and assessing its impact on our operations in the region, including our business partners and customers.
During the year ended December 31, 2025, revenue attributable to the Company’s Ukraine operations and assets located in Ukraine, were immaterial to the Company’s total revenue and total assets.
If we are unable to obtain patents, licenses and other intellectual property rights covering our services and products, our operating results may be adversely affected. Our success depends, in part, on our ability to obtain patents, licenses and other intellectual property rights covering our services and products.
In addition, continuing development or acquisition of new products inherently carries the risk of inventory obsolescence with respect to our older products. 15 If we are unable to obtain patents, licenses and other intellectual property rights covering our services and products, our operating results may be adversely affected.
Increasing attention to environmental, social and governance (“ESG”) matters may impact our business. Regulations associated with ESG and sustainability have been, and are, being implemented and we anticipate that these regulatory requirements will continue to expand in the European Union (“EU”), the United States and globally, at all levels of government and from private institutions and stakeholders.
Increasing attention to sustainability and corporate responsibility matters may impact our business. Regulations associated with sustainability and corporate responsibility have been, and are, being implemented and we anticipate that these regulatory requirements will continue to expand in markets where we operate.
In addition, any future significant cancellations or deferrals of service contracts or product orders could materially and adversely affect profit margins, increase product obsolescence and restrict our ability to fund our operations. Risk factors associated with our international presence We depend on the results of our international operations, which expose us to risks inherent in doing business abroad.
Risk factors associated with our international presence We depend on the results of our international operations, which expose us to risks inherent in doing business abroad. We conduct our business in over 50 countries.
In addition, many of our suppliers require a longer lead time to provide products than our clients’ demand for delivery of our finished products. If we overestimate client demand, we may allocate resources to the purchase of materials or manufactured products that we may not be able to sell when we expect to, if at all.
If we overestimate client demand, we may allocate resources to the purchase of materials or manufactured products that we may not be able to sell when we expect to, if at all. As a result, we could hold excess or obsolete inventory, which would reduce gross margin and adversely affect financial results.
As a result, we could hold excess or obsolete inventory, which would reduce gross margin and adversely affect financial results. Conversely, if we underestimate client demand or if insufficient manufacturing capacity is available, we could miss revenue opportunities and potentially lose market share and damage our client relationships.
Conversely, if we underestimate client demand or if insufficient manufacturing capacity is available, we could miss revenue opportunities and potentially lose market share and damage our client relationships. In addition, any future significant cancellations or deferrals of service contracts or product orders could materially and adversely affect profit margins, increase product obsolescence and restrict our ability to fund our operations.
The Company actively monitors changes in these regulations as they pertain to the goods and services we provide and their impact on our business, including our business partners and customers.
We actively monitor regulatory changes as they pertain to the goods and services we provide and their impact on our business, including our business partners and customers, including through dynamic screening of our business partners globally against restricted parties lists. Further, the U.S., U.K. and E.U. have increased their focus on sanctions enforcement with respect to the energy sector.
If we are held responsible for a violation of U.S. or other countries’ sanctions laws, we may be subject to various penalties, any of which could have a material adverse effect on our business, financial condition or results of operations.
Such violations could also limit our ability to conduct business, damage our reputation and/or subject us to increased regulatory scrutiny, any of which could result in a material adverse effect on our financial condition and results of operations.
Removed
We conduct our business in over 50 countries.
Added
Drilling for oil and gas is subject to geologic risk, and exploration and appraisal wells are particularly exposed. In some instances, an operator’s drilling efforts may yield no recoverable hydrocarbons, known as a “dry hole”. Even when oil and gas is recoverable within a reservoir, the size of a discovery may make further drilling uneconomic.
Removed
Our operations may be adversely affected by sanctions, export controls, and similar measures targeting Russia and other countries and territories as well as other responses to Russia’s military conflict in Ukraine.
Added
A higher incidence of dry holes or uneconomic wells could result in reduced demand for our products and services as operators abandon or substantially scale back their drilling and development programs.
Removed
The Company routinely screens existing business partners globally against Specially Designated National / Restricted Persons lists. All new engagements with business partners are screened prior to the beginning of any business relationship.
Added
Conditions in the Middle East, including current uncertainty and instability resulting from the conflict between the United States, Israel and Iran, as well as other regional hostilities could adversely affect our business.
Removed
Individuals or entities that become subject to applicable sanctions are immediately blocked from further commercial activity with the Company until confirmed by the Company’s legal counsel whether permissible to proceed pursuant to a general or special license or other exemption, or a change in facts.
Added
The Company owns and operates laboratories throughout the Middle East, including an Advanced Technology Center in Abu Dhabi, reservoir rocks and fluids laboratories in Doha, Dammam and Kuwait City, and crude oil and derived products testing laboratories in Kuwait, Saudi Arabia, Bahrain, the United Arab Emirates and elsewhere in the region.
Removed
Furthermore, while we have policies, procedures and internal controls in place designed to ensure compliance with applicable sanctions and trade restrictions, and though the current effects from the Russia-Ukraine conflict have, thus far, not resulted in a material adverse impact to the Company’s financial condition or results of operations, our employees, contractors, and agents may take actions in violation of such policies and applicable law and we could be held ultimately responsible.
Added
Accordingly, political, economic and military conditions in the Middle East and the surrounding region directly affect our business and could materially and adversely affect our business, operations, or personnel. On February 28, 2026 the United States and Israel initiated air strikes against Iranian military targets and leadership.
Removed
We rely on our employees to adhere to the policies, procedures and internal controls we have established to maintain compliance with evolving sanctions and export controls. To that end, we have implemented training programs, both in person and online, to educate our employees on applicable sanctions and export controls laws.
Added
Since then, retaliation by Iran against United States and Israeli interests in the Middle East has been widespread.
Removed
We have not experienced any material interruptions in our infrastructure, supplies or networks needed to support our operations.
Added
As of the date of the filing of this Annual Report, military activity and hostilities continue to escalate in the Middle East, and the situation throughout the region remains volatile, with the potential for continued escalation into a broader and more sustained regional conflict.
Removed
However, the situation is continuously evolving and the United States, the European Union, the United Kingdom and other countries may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories.
Added
The situation has led to the closure of regional airspace and retaliatory strikes impacting multiple nations in the Middle East where Core Lab operates, including Saudi Arabia, Kuwait, the United Arab Emirates and Qatar.
Removed
Our results of operations may be significantly affected by foreign currency exchange rate risk. We are exposed to risks due to fluctuations in currency exchange rates.
Added
The conflict has resulted in, and could continue to result in, supply disruptions, damage to energy infrastructure, increased shipping and insurance costs, delays or rerouting of crude oil and refined products cargos, heightened security risks, and increased volatility in commodity prices, all of which could affect our customers and our ability to do business with them.
Removed
Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial or corrective obligations, the occurrence of delays or cancellations in the permitting, performance or expansion of projects and the issuance of injunctive relief in affected areas.
Added
For example, since the conflict began, Iran has targeted and launched numerous attacks on critical infrastructure in the region, including refining facilities, maritime ports and international commercial marine vessels, resulting in many vessel operators and charterers re-routing to avoid the Persian Gulf, the Strait of Hormuz and adjacent regional waters, worsening existing supply chain issues, including delays in supplier deliveries, extended lead times and increased cost of freight, and impacts to the shipment of crude oil and refined products.
Removed
Hydraulic fracturing is a process used by oil and gas exploration and production operators in the completion of certain oil and gas wells whereby water, sand or other proppants and chemical additives are injected under pressure into subsurface formations to stimulate gas and, to a lesser extent, oil production.
Added
The intensity and duration of this conflict are difficult to predict. The conflict is rapidly evolving and it is not possible to predict its long-term consequences on the Company or its clients.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−0 removed10 unchanged
Biggest changeOur operating divisions and management teams help identify risks that are relevant to the Company during our periodic business planning and review cycle and rank these risks in relation to the achievement of business objectives. We understand cybersecurity threats to be dynamic and to intersect with various other enterprise risks within the organization.
Biggest changeOur Board of Directors is responsible for oversight of the risks that the Company faces, including cybersecurity threats. Our operating divisions and management teams help identify risks that are relevant to the Company during our periodic business planning and review cycle and rank these risks in relation to the achievement of business objectives.
As part of our cybersecurity incident response plan, we have established a dedicated incident response team to assess and manage risks arising from cybersecurity threats, consisting of our Director of Cybersecurity and IT Governance and various members of senior management, including our Chief Financial Officer and General Counsel.
As part of our cybersecurity incident response plan, we have established a dedicated incident response team to assess and manage risks arising from cybersecurity threats, consisting of our 22 Director of Cybersecurity and IT Governance and various members of senior management, including our Chief Financial Officer and General Counsel.
Our current Director of Cybersecurity and IT Governance, has an undergraduate degree in computer science and is a Certified Information Systems Security Professional. He possesses over 20 years of IT experience with more than 10 years in managerial positions and has been actively involved in IT security related projects, initiatives, audits and associated program management in the last seven years.
Our current Director of Cybersecurity and IT Governance, has an undergraduate degree in computer science and is a Certified Information Systems Security Professional. He possesses over 20 years of IT experience with more than 10 years in managerial positions and has been actively involved in IT security related projects, initiatives, audits and associated program management in the last ten years.
We have therefore integrated cybersecurity risk into our overall risk management program. As a result, in addition to our information technology policies and procedures, we have implemented cybersecurity processes that aim to address, among other things, information security, password security, third party vetting, security incident response and vulnerability management.
As a result, in addition to our information technology policies and procedures, we have implemented cybersecurity processes that aim to address, among other things, information security, password security, third party vetting, security incident response and vulnerability management.
As a result, we are exposed to cybersecurity threats which could result in loss of or damage to our intellectual property, proprietary information, client data and reputation, or interruption of our business operations, or additional costs to prevent, respond to, or mitigate cyber-attacks. 20 Our Board of Directors is responsible for oversight of the risks that the Company faces, including cybersecurity threats.
As a result, we are exposed to cybersecurity threats which could result in loss of or damage to our intellectual property, proprietary information, client data and reputation, or interruption of our business operations, or additional costs to prevent, respond to, or mitigate cyber-attacks.
Added
We understand cybersecurity threats to be dynamic and to intersect with various other enterprise risks within the organization. We have therefore integrated cybersecurity risk into our overall risk management program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn addition, our more significant manufacturing facilities are located in Frépillon , France, Godley, Texas, Red Deer, Alberta, Canada, and Pyle, 21 Wales which are included in our Production Enhancement operating segment. Our facilities are adequate for our current operations; however, expansion into new facilities or the replacement or modification of existing facilities may be required to accommodate future growth.
Biggest changeIn addition, our more significant manufacturing facilities are located in Frépillon , France, which is included in our Reservoir Description operating segment, Godley, Texas, Red Deer, Alberta, Canada, and Pyle, Wales, which are included in our Production Enhancement operating segment.
ITEM 2. PR OPERTIES Currently, we have over 70 offices (totaling approximately 3.1 million square feet of space) in more than 50 countries. In these locations, we lease approximately 1.4 million square feet and own approximately 1.7 million square feet.
ITEM 2. PR OPERTIES Currently, we have over 70 offices (totaling approximately 2.9 million square feet of space) in more than 50 countries. In these locations, we lease approximately 1.4 million square feet and own approximately 1.5 million square feet.
Added
Our facilities are adequate for our current operations; however, expansion into new facilities or the replacement or modification of existing facilities may be required to accommodate future growth.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following graph and related information is “furnished” and shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that Core Laboratories specifically incorporates it by reference into such filing. 23 Share Repurchases in the Fourth Quarter of 2024 The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Program Maximum Number of Shares that may yet be Purchased Under the Program October 1 - 31, 2024 (1) 21,829 $ 19.22 — — November 1 - 30, 2024 (1) 52,136 $ 19.64 — — December 1 - 31, 2024 (1) 191,017 $ 18.12 — — Total 264,982 $ 18.51 — (1) During the quarter, 87,766 shares were surrendered to us by participants in a stock-based compensation plan to settle any personal tax liabilities which may result from the award.
Biggest changeThe following graph and related information is “furnished” and shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended except to the extent that Core Laboratories specifically incorporates it by reference into such filing. 24 Share Repurchases in the Fourth Quarter of 2025 The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of a Publicly Announced Program (2) Maximum Number of Shares That May Yet be Purchased Under the Program (2) October 1-31, 2025 25,281 $ 14.70 — — November 1-30, 2025 73,380 $ 14.97 — — December 1-31, 2025 264,546 $ 16.06 — — Total 363,207 $ 15.74 — (1) During the three months ended December 31, 2025, we repurchased 154,040 shares in the open market.
Core Lab is now an established member of the OSX which includes a greater concentration of our most direct peers. The graph assumes that the value of the investment in our common shares and each index was $100 at December 31, 2019 and that all dividends were reinvested.
Core Lab is now an established member of the OSX which includes a greater concentration of our most direct peers. The graph assumes that the value of the investment in our common shares and each index was $100 at December 31, 2020 and that all dividends were reinvested.
On January 31, 2025, the closing price, as quoted by the NYSE, was $16.97 per share and there were 46,826,820 shares of common stock issued and outstanding held by approximately 176 record holders. These amounts exclude shares held by us as treasury stock. See Part III, “Item 12.
On February 27, 2026, the closing price, as quoted by the NYSE, was $17.59 per share and there were 46,050,433 shares of common stock issued and outstanding held by approximately 160 record holders. These amounts exclude shares held by us as treasury stock. See Part III, “Item 12.
From the activation of the share repurchase program through December 31, 2024, we have repurchased 40,666,075 shares for an aggregate purchase price of approximately $1.7 billion, or an average price of $41.12 per share. At December 31, 2024, we held 140,048 shares in treasury. ITEM 6. [R ESERVED] 24
Through December 31, 2025, we have made discretionary purchases of 41,860,760 shares for an aggregate purchase price of approximately $1.7 billion, or an average price of $40.30 per share. At December 31, 2025, we held 871,489 shares in treasury. ITEM 6. [R ESERVED] 25
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for discussion of equity compensation plans. Performance Graph The following performance graph compares the performance of our common stock to the Standard & Poor’s 500 Index and the Philadelphia Oil Service Index (“OSX”) for the period beginning December 31, 2019 and ending December 31, 2024.
Performance Graph The following performance graph compares the performance of our common stock to the Standard & Poor’s (“S&P”) 500 Index, the S&P 500 Oil & Gas Equipment & Service Index and the Philadelphia Oil Service Index (“OSX”) for the period beginning December 31, 2020 and ending December 31, 2025.
Removed
Additionally, we purchased 177,216 shares in the open market during the quarter. In connection with our initial public offering in September 1995, prior to the Redomestication Transaction and under Dutch law requirements, our shareholders authorized management to repurchase up to 10% of our issued share capital, for a period of 18 months.
Added
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for discussion of equity compensation plans.
Removed
This authorization was renewed at subsequent annual or special shareholder meetings. Subsequent to the Redomestication Transaction in May 2023, shareholder approval is not required under U.S. or Delaware law and the repurchase of shares in the open market is at the discretion of our Board of Directors and management.
Added
Additionally, 209,167 shares were surrendered to us by participants in a stock-based compensation plan to settle any personal tax liabilities which may result from the award. (2) The Company does not have a publicly announced share repurchase program. The repurchase of shares in the open market is at the discretion of our Board of Directors and management.
Added
The Company does not have a publicly announced share repurchase program; however, it does from time to time undertake share repurchases in the open market at the discretion of Company management and with prior authorization from the Board of Directors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults for the years ended December 31, 2024, 2023 and 2022 are summarized in the following chart. 27 Results of operations as a percentage of applicable revenue for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands, except for per share information): 2024 / 2023 2023 / 2022 2024 2023 2022 % Change REVENUE: Services $ 388,205 74.1 % $ 371,914 73.0 % $ 346,974 70.8 % 4.4 % 7.2 % Product sales 135,643 25.9 % 137,876 27.0 % 142,761 29.2 % (1.6 )% (3.4 )% Total revenue 523,848 100.0 % 509,790 100.0 % 489,735 100.0 % 2.8 % 4.1 % OPERATING EXPENSES: Cost of services* (1) 297,324 76.6 % 282,135 75.9 % 274,297 79.1 % 5.4 % 2.9 % Cost of product sales* (1) 123,198 90.8 % 117,822 85.5 % 119,358 83.6 % 4.6 % (1.3 )% Total cost of services and product sales 420,522 80.3 % 399,957 78.5 % 393,655 80.4 % 5.1 % 1.6 % General and administrative expense (1) 39,770 7.6 % 40,259 7.9 % 38,117 7.8 % (1.2 )% 5.6 % Depreciation and amortization 14,953 2.9 % 15,784 3.1 % 17,161 3.5 % (5.3 )% (8.0 )% Other (income) expense, net (9,953 ) (1.9 )% (850 ) (0.2 )% (722 ) (0.1 )% NM NM OPERATING INCOME 58,556 11.2 % 54,640 10.7 % 41,524 8.5 % 7.2 % 31.6 % Interest expense 12,369 2.4 % 13,430 2.6 % 11,570 2.4 % (7.9 )% 16.1 % Income before income taxes 46,187 8.8 % 41,210 8.1 % 29,954 6.1 % 12.1 % 37.6 % Income tax expense 14,034 2.7 % 4,185 0.8 % 10,296 2.1 % 235.3 % (59.4 )% Net income 32,153 6.1 % 37,025 7.3 % 19,658 4.0 % (13.2 )% 88.3 % Net income attributable to non-controlling interest 753 0.1 % 350 0.1 % 205 — NM NM Net income attributable to Core Laboratories Inc. $ 31,400 6.0 % $ 36,675 7.2 % $ 19,453 4.0 % (14.4 )% 88.5 % Diluted earnings per share $ 0.67 $ 0.78 $ 0.42 (14.1 )% 85.7 % Diluted earnings per share attributable to Core Laboratories Inc. $ 0.66 $ 0.77 $ 0.42 (14.3 )% 83.3 % Diluted weighted average common shares outstanding 47,685 47,523 46,813 Other Data: Current ratio (2) 2.32:1 2.53:1 2.05:1 Debt to EBITDA ratio (3) 1.37:1 2.11:1 2.68:1 Debt to Adjusted EBITDA ratio (4) 1.31:1 1.76:1 2.29:1 * Percentage based on applicable revenue rather than total revenue.
Biggest changeResults for the years ended December 31, 2025, 2024 and 2023 are summarized in the following chart. 28 Results of operations as a percentage of applicable revenue for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except for per share information): 2025 / 2024 2024 / 2023 2025 2024 2023 % Change REVENUE: Services $ 399,422 75.9 % $ 388,205 74.1 % $ 371,914 73.0 % 2.9 % 4.4 % Product sales 127,098 24.1 % 135,643 25.9 % 137,876 27.0 % (6.3 )% (1.6 )% Total revenue 526,520 100.0 % 523,848 100.0 % 509,790 100.0 % 0.5 % 2.8 % OPERATING EXPENSES: Cost of services* (1) 302,206 75.7 % 297,324 76.6 % 282,135 75.9 % 1.6 % 5.4 % Cost of product sales* (1) 115,381 90.8 % 123,198 90.8 % 117,822 85.5 % (6.3 )% 4.6 % Total cost of services and product sales 417,587 79.3 % 420,522 80.3 % 399,957 78.5 % (0.7 )% 5.1 % General and administrative expense (1) 45,430 8.6 % 39,770 7.6 % 40,259 7.9 % 14.2 % (1.2 )% Depreciation and amortization 14,649 2.8 % 14,953 2.9 % 15,784 3.1 % (2.0 )% (5.3 )% Other (income) expense, net (7,614 ) (1.4 )% (9,953 ) (1.9 )% (850 ) (0.2 )% NM NM OPERATING INCOME 56,468 10.7 % 58,556 11.2 % 54,640 10.7 % (3.6 )% 7.2 % Interest expense 10,572 2.0 % 12,369 2.4 % 13,430 2.6 % (14.5 )% (7.9 )% Income before income taxes 45,896 8.7 % 46,187 8.8 % 41,210 8.1 % (0.6 )% 12.1 % Income tax expense 15,505 2.9 % 14,034 2.7 % 4,185 0.8 % 10.5 % 235.3 % Net income 30,391 5.8 % 32,153 6.1 % 37,025 7.3 % (5.5 )% (13.2 )% Net income attributable to non-controlling interest 722 0.1 % 753 0.1 % 350 0.1 % NM NM Net income attributable to Core Laboratories Inc. $ 29,669 5.6 % $ 31,400 6.0 % $ 36,675 7.2 % (5.5 )% (14.4 )% Diluted earnings per share $ 0.65 $ 0.67 $ 0.78 (3.0 )% (14.1 )% Diluted earnings per share attributable to Core Laboratories Inc. $ 0.63 $ 0.66 $ 0.77 (4.5 )% (14.3 )% Diluted weighted average common shares outstanding 47,028 47,685 47,523 Other Data: Current ratio (2) 2.02:1 2.16:1 2.53:1 Debt to EBITDA ratio (3) 1.20:1 1.37:1 2.11:1 Debt to Adjusted EBITDA ratio (4) 1.10:1 1.31:1 1.76:1 * Percentage based on applicable revenue rather than total revenue.
Cash used in financing activities in 2024 of $46.0 million was primarily due to: 1) a net reduction in debt of $38 million, 2) dividends paid of $1.9 million, and 3) repurchase of common stock of $5.3 million.
Cash used in financing activities in 2024 of $46.0 million was primarily due to: 1) a net reduction in debt of $38.0 million, 2) dividends paid of $1.9 million, and 3) repurchase of common stock of $5.3 million.
Cash used in financing activities in 2023 of $18.4 million was primarily due to: 1) a net reduction in debt of $9.0 million, 2) debt issuance costs of $1.3 million primarily associated with the issuance of the 2023 Senior Notes, 3) cash paid for costs incurred in the Redomestication Transaction of $4.1 million, 4) dividends paid of $1.9 million, and 5) repurchase of common stock of $2.2 million.
Cash used in financing activities in 2023 of $18.4 million was primarily due to: 1) a net reduction in debt of $9.0 million, 2) debt issuance costs of $1.3 million primarily associated with the issuance of the 2023 Senior Notes, 3) $4.1 million for costs incurred in the Redomestication Transaction, 4) dividends paid of $1.9 million, and 5) repurchase of common stock of $2.2 million.
We have no way to predict the progress or outcome of these events, and any resulting government responses are fluid and beyond our control.
We have no way to predict the progress or outcome of these events, and any resulting government responses are fluid and beyond our control.
They are inherently uncertain and investors should recognize that events and actual results could turn out to be significantly different from our expectations. By way of illustration, when used in this document, words such as “anticipate”, “believe”, “expect”, “intend”, “estimate”, “project”, “will”, “should”, “could”, “may”, “predict” and similar expressions are intended to identify forward-looking statements.
They are inherently uncertain and investors should recognize that events and actual results could turn out to be significantly different from our expectations. By way of illustration, when used in this document, words such as “anticipate”, “believe”, “expect”, “intend”, “estimate”, “project”, “will”, “should”, “could”, “may”, “predict”, “continue” and similar expressions are intended to identify forward-looking statements.
Forward-Looking Statements This Form 10-K and the documents incorporated in this Form 10-K by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These “forward-looking 37 statements” are based on an analysis of currently available competitive, financial and economic data and our operating plans.
Forward-Looking Statements This Form 10-K and the documents incorporated in this Form 10-K by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These “forward-looking statements” are based on an analysis of currently available competitive, financial and economic data and our operating plans.
Product sales revenue for the year ended December 31, 2024, was $135.6 million, a decrease of 2% compared to 2023. The decline in our product sales revenue is primarily associated with the activity decline in the U.S. onshore market, where the U.S. land-based average rig count decreased 13% in 2024 compared to 2023.
Product sales revenue for the year ended December 31, 2024, was $135.6 million, a decrease of 2% compared to 2023. The decline in our product sales revenue was primarily associated with the activity decline in the U.S. onshore market, where the U.S. land-based average rig count decreased 13% in 2024 compared to 2023.
Any forward-looking statements, including statements regarding the intent, belief or current expectations of us or our management, are not guarantees of future performance and involve risks, uncertainties and assumptions about us and the industry in which we operate, including, among other things: • our ability to continue to develop or acquire new and useful technology; • the realization of anticipated synergies from acquired businesses and future acquisitions; • our dependence on one industry, oil and gas, and the impact of commodity prices on the expenditure levels of our clients; • competition in the markets we serve; • the risks and uncertainties attendant to adverse industry, political, economic and financial market conditions, including stock prices, government regulations, interest rates and credit availability; • unsettled political conditions, war, civil unrest, currency controls and governmental actions in the numerous countries in which we operate; • changes in the price of oil and natural gas; • major outbreak of global pandemic and restricting mobilization of field personnel; • weather and seasonal factors; • integration of acquired businesses; and • the effects of industry consolidation.
Any forward-looking statements, including statements regarding the intent, belief or current expectations of our directors, officers, and management, are not guarantees of future performance and involve risks, uncertainties and assumptions about us and the industry in which we operate, including, among other things: • our ability to continue to develop or acquire new and useful technology; • the realization of anticipated synergies from acquired businesses and future acquisitions; • our dependence on one industry, oil and gas, and the impact of commodity prices on the expenditure levels of our clients; • competition in the markets we serve; • the risks and uncertainties attendant to adverse industry, political, economic and financial market conditions, including stock prices, government regulations, interest rates and credit availability; • unsettled political conditions, war, civil unrest, currency controls and governmental actions in the numerous countries in which we operate; 38 • changes in the price of oil and natural gas; • major outbreak of global pandemic and restricting mobilization of field personnel; • weather and seasonal factors; • integration of acquired businesses; and • the effects of industry consolidation.
(1) “Corporate and other” represents those items that are not directly relating to a particular operating segment. 31 Reservoir Description Reservoir Description operations are closely correlated with trends in international and offshore activity levels, with approximately 80% of its revenue sourced from producing fields, development projects and movement of crude oil and derived products outside the U.S.
(1) “Corporate and other” represents those items that are not directly relating to a particular operating segment. 32 Reservoir Description Reservoir Description operations are closely correlated with trends in international and offshore activity levels, with approximately 80% of its revenue sourced from producing fields, development projects and movement of crude oil and derived products outside the U.S.
We consider an accounting estimate to be critical if it is highly subjective and if changes in the estimate under different assumptions would result in a material impact on our financial condition and results of operations. The following transaction types require significant judgment and, therefore, are considered critical accounting policies as of December 31, 2024.
We consider an accounting estimate to be critical if it is highly subjective and if changes in the estimate under different assumptions would result in a material impact on our financial condition and results of operations. The following transaction types require significant judgment and, therefore, are considered critical accounting policies as of December 31, 2025.
Although we cannot be certain that these net operating loss carry-forwards will be utilized, we anticipate that we will have sufficient taxable income in future years to allow us to fully utilize the carry-forwards that are not subject to a valuation allowance as of December 31, 2024.
Although we cannot be certain that these net operating loss carry-forwards will be utilized, we anticipate that we will have sufficient taxable income in future years to allow us to fully utilize the carry-forwards that are not subject to a valuation allowance as of December 31, 2025.
The increased revenue in 2024 is primarily due to growing client activity for our reservoir core and reservoir fluids analysis services on projects in several regions across the globe, as well as continued momentum of growing demand for CCS projects in the last couple of years.
The increased revenue in 2024 was primarily due to growing client activity for our reservoir core and reservoir fluids analysis services on projects in several regions across the globe, as well as continued momentum of growing demand for CCS projects in the last couple of years.
Results of Operations Operating Results for the Year Ended December 31, 2024 Compared to the Years Ended December 31, 2023 and 2022 We evaluate our operating results by analyzing revenue, operating income and operating income margin (defined as operating income divided by total revenue).
Results of Operations Operating Results for the Year Ended December 31, 2025 Compared to the Years Ended December 31, 2024 and 2023 We evaluate our operating results by analyzing revenue, operating income and operating income margin (defined as operating income divided by total revenue).
Given the uncertain trend in industry activity levels, we have not determined, at this time, the level of investment that will be made in 2025.
Given the uncertain trend in industry activity levels, we have not determined, at this time, the level of investment that will be made in 2026.
We believe our future cash flows from operations, supplemented by our borrowing capacity and the ability to issue additional equity and debt, should be sufficient to fund our debt requirements, working capital, capital expenditures, dividends, share repurchase program and future acquisitions. The Company will continue to monitor and evaluate the availability of debt and equity markets.
We believe our future cash flows from operations, supplemented by our borrowing capacity and the ability to issue additional equity and debt, should be sufficient to fund our debt requirements, working capital, capital expenditures, dividends, discretionary share repurchases and future acquisitions. The Company will continue to monitor and evaluate the availability of debt and equity markets.
(2) Year-end rig count as reported by Baker Hughes - Worldwide Rig Count. (3) Average daily and year-end West Texas Intermediate ("WTI") crude spot price as reported by the U.S. Energy Information Administration ("EIA"). (4) Average daily and year-end Europe Brent crude spot price as reported by the EIA.
(2) Year-end rig count as reported by Baker Hughes - Worldwide Rig Count. (3) Average daily and year-end WTI crude spot price as reported by the U.S. Energy Information Administration ("EIA"). (4) Average daily and year-end Europe Brent crude spot price as reported by the EIA.
Production Enhancement Production Enhancement’s operations are largely focused on complex completions in unconventional, tight-oil reservoirs in the U.S. as well as conventional projects across the globe. U.S. onshore drilling and completion activities peaked in 2022, after the COVID-19 pandemic, but declined in 2023 and declined further in 2024.
Production Enhancement Production Enhancement’s operations are largely focused on complex completions in unconventional, tight-oil reservoirs in the U.S. as well as conventional projects across the globe. U.S. onshore drilling and completion activities peaked in 2022, after the COVID-19 pandemic, but declined in 2023 through 2025.
Liquidity and Capital Resources 32 General We have historically financed our activities through cash on hand, cash flows from operations, bank credit facilities, equity financing and the issuance of debt. Cash flows from operating activities provide the primary source of funds to finance our operating needs, capital expenditures, dividends and share repurchase program.
Liquidity and Capital Resources General We have historically financed our activities through cash on hand, cash flows from operations, bank credit facilities, equity financing and the issuance of debt. Cash flows from operating activities provide the primary source of funds to finance our operating needs, capital expenditures, dividends and discretionary share repurchases.
The amount subject to the excise tax generally is the fair market value of stock repurchased by us net of the fair market value of any stock issued by us during such taxable year. We utilize the non-GAAP financial measure of free cash flow to evaluate our cash flows and results of operations.
The amount subject to the excise tax generally is the fair market value of stock repurchased by us net of the fair market value of any stock issued by us during such taxable year. We utilize the non-generally accepted accounting principles (“GAAP”) financial measure of free cash flow to evaluate our cash flows and results of operations.
These material future contractual obligations are discussed in Note 7 - Leases, Note 11 - Long-term Debt, net and Note 12 - Pension and Other Postretirement Benefit Plans of the Notes to the Consolidated Financial Statements. We have no significant purchase commitments or similar obligations outstanding at December 31, 2024.
These material future contractual obligations are discussed in Note 6 - Leases, Note 10 - Long-term Debt, net and Note 11 - Pension and Other Postretirement Benefit Plans of the Notes to the Consolidated Financial Statements. We have no significant purchase commitments or similar obligations outstanding at December 31, 2025.
See Note 15 - Derivative Instruments and Hedging Activities of the Notes to the Consolidated Financial Statements for additional information regarding interest rate swap agreements we have entered to fix the underlying risk-free rate on our Credit Facility and the 2023 Senior Notes.
See Note 14 - Derivative Instruments and Hedging Activities of the Notes to the Consolidated Financial Statements for additional information regarding interest rate swap agreements we have entered to fix the underlying risk-free rate on the 2023 Senior Notes.
The increase in U.S. service revenue in 2024 compared to 2023, benefited from continued growing client activity from 2023 into 2024, for our reservoir core and reservoir fluids analysis services on projects from across the globe that are often conducted in our advanced technology center located in Houston, Texas, as well as a growing demand for CCS projects.
The increase in U.S. service revenue in 2024 compared to 2023, benefited from increased demand for reservoir core and reservoir fluids analysis services on international projects that are often conducted in our advanced technology center located in Houston, Texas, as well as a growing demand for CCS projects.
We have uncertain tax positions of $3.3 million that we have accrued for at December 31, 2024; the amounts and timing of payment, if any, are uncertain. See Note 9 - Income Taxes of the Notes to the Consolidated Financial Statements for further detail of this amount.
We have uncertain tax positions of $4.2 million that we have accrued for at December 31, 2025; the amounts and timing of payment, if any, are uncertain. See Note 8 - Income Taxes of the Notes to the Consolidated Financial Statements for further detail of this amount.
Notable larger projects are in locations such as Guyana and Suriname located offshore South America, Australia, Southern Namibia and the Middle East. Analysis and measurement of crude oil derived products also occurs in every major producing region of the world. Additionally, some of our major clients have increased their investment in projects to capture and sequester CO2.
Notable larger projects are in locations such as Guyana and Suriname located offshore South America, Australia, West Africa and the Middle East. Analysis and measurement of crude oil derived products also occur in every major producing region of the world. Additionally, some of our major clients have increased their investment in projects to capture and sequester carbon dioxide.
Operating income for the year ended December 31, 2024 was $6.6 million, a decrease of 47%. Operating margins decreased to 3.7% in 2024 from 7.1% in 2023.
Operating income for the year ended December 31, 2024 was $6.6 million, a decrease of 47% when compared to 2023. Operating margins decreased to 4% in 2024 from 7% in 2023.
Valuation allowances of our net deferred tax assets aggregated to $8.8 million and $8.3 million at December 31, 2024 and 2023, respectively.
Valuation allowances of our net deferred tax assets aggregated to $15.8 million and $8.8 million at December 31, 2025 and 2024, respectively.
The increase in operating income and operating margins in 2024 was primarily due to high operating margins associated with the incremental revenue of $12.8 million in 2024 and continued improvement in utilization of our global laboratory network. Operating income in 2023 was $41.0 million, an increase of 79% compared to 2022.
The increase in operating income and operating margins in 2024 was primarily due to high operating margins associated with the incremental revenue of $12.8 million in 2024 and continued improvement in utilization of our global laboratory network.
Revenue from the Production Enhancement operating segment for the year ended December 31, 2024 was $177.7 million, a slight increase of 1% compared to 2023, primarily due to a higher level of service revenue associated with strong growth in well completion diagnostic services in 2024.
Revenue from the Production Enhancement operating segment for the year ended December 31, 2024 was $177.7 million, a slight increase of 1% compared to 2023, primarily due to a strong growth in well completion diagnostic services and international product sales in 2024.
The decline in drilling and completion activity was primarily due to the weakening of both crude oil and natural gas commodity prices in 2023, and oil and gas producing companies remain focused on return of investment versus growing production, and were more disciplined with their annual production growth plans.
The decline in drilling and completion activity was primarily due to the weakening of both crude oil and natural gas commodity prices in 2023. Oil and gas operators continue to remain focused on return of investment versus growing production, and as a result have continued to remain more disciplined with their annual production growth plans.
See Note 14 - Equity for additional information. During the year ended December 31, 2023, the State of Louisiana expropriated the access road to one of our facilities and paid us a settlement of $0.6 million.
During the year ended December 31, 2023, the State of Louisiana expropriated the access road to one of our facilities and paid us a settlement of $0.6 million.
The decrease is associated with lower employee compensation costs, which were substantially offset by increases in costs associated with the implementation of a global human capital management system and a third-party assessment of the Company’s IT cybersecurity environment. G&A expense was $40.3 million in 2023, an increase of 6% or $2.1 million compared to 2022.
G&A expense was $39.8 million in 2024, a decrease of 1% or $0.5 million compared to 2023. The decrease is associated with lower employee compensation costs, which were substantially offset by increases in costs associated with the implementation of a global human capital management system and a third-party assessment of the Company’s IT cybersecurity environment.
Cash used in investing activities for the year ended December 31, 2024 of $6.4 million was driven primarily by funding capital expenditures of $13.0 million offset by: 1) $1.7 million of proceeds from sale of assets, 2) $2.1 million of insurance recovery proceeds on property, plant and equipment associated with the fire incident in one of our facilities in the U.K., and 3) $2.8 million received on company owned life insurance policies.
Cash used in investing activities for the year ended December 31, 2024 of $6.4 million was driven primarily by funding capital expenditures of $13.0 million offset by: 1) $1.7 million of proceeds from sale of assets; 2) $2.1 million of proceeds recovered through insurance associated with the fire incident as previously discussed.; and 3) $2.8 million received on company owned life insurance policies.
The following table summarizes the annual average and year-end worldwide and U.S. rig counts for the years ended December 31, 2024, 2023 and 2022, as well as the annual average and year-end spot price of a barrel of WTI crude, Europe Brent crude and a MMBtu of natural gas: 25 2024 2023 2022 Baker Hughes Worldwide Average Rig Count (1) 1,735 1,814 1,747 Baker Hughes U.S.
The following table summarizes the annual average and year-end worldwide and U.S. rig counts for the years ended December 31, 2025, 2024 and 2023, as well as the annual average and year-end spot price of a barrel of West Texas Intermediate (“WTI”) crude, Europe Brent crude and a MMBtu of natural gas: 26 2025 2024 2023 Average Baker Hughes Worldwide Rig Count (1) 1,819 1,948 1,814 Average Baker Hughes U.S.
The disruptions to traditional maritime supply chains of crude oil and derived products, such as diesel fuel, and associated sanctions imposed on maritime exports of these products out of Russia caused significant volatility in both the prices and trading patterns of these products during 2022 and into 2023.
The disruptions to traditional maritime supply chains of crude oil and derived products, such as diesel fuel, and associated sanctions imposed on maritime exports of these products out of Russia caused significant volatility in both the prices and trading patterns of these products from the inception of the conflict through 2023 before stabilizing in 2024 and throughout 2025.
Land-based Year-End Rig Count (2) 575 603 763 Average Crude Oil Price per Barrel WTI (3) $ 76.63 $ 77.58 $ 94.90 Average Crude Oil Price per Barrel Brent (4) $ 80.52 $ 82.49 $ 100.93 Average Natural Gas Price per MMBtu (5) $ 2.19 $ 2.52 $ 6.45 Year-end Crude Oil Price per Barrel WTI (3) $ 72.44 $ 71.89 $ 80.16 Year-end Crude Oil Price per Barrel Brent (4) $ 74.58 $ 77.69 $ 82.82 Year-end Natural Gas Price per MMBtu (5) $ 3.40 $ 2.58 $ 3.52 (1) Twelve month average rig count as reported by Baker Hughes - Worldwide Rig Count.
Land-based Rig Count (2) 529 575 603 Average Crude Oil Price per Barrel WTI (3) $ 65.39 $ 76.63 $ 77.58 Average Crude Oil Price per Barrel Brent (4) $ 69.14 $ 80.52 $ 82.49 Average Natural Gas Price per MMBtu (5) $ 3.52 $ 2.19 $ 2.52 Year-end Crude Oil Price per Barrel WTI (3) $ 57.26 $ 72.44 $ 71.89 Year-end Crude Oil Price per Barrel Brent (4) $ 61.35 $ 74.58 $ 77.69 Year-end Natural Gas Price per MMBtu (5) $ 4.00 $ 3.40 $ 2.58 (1) Twelve-month average rig count as reported by Baker Hughes - Worldwide Rig Count.
In 2024, the Company reduced its total outstanding debt by $38.0 million or 23% from end of 2023. The decrease in interest expense associated with lower outstanding debt was partially offset by a higher average blended interest rates in 2024 compared to 2023.
In 2025, the Company reduced its total outstanding debt by $15.0 million or 12% from end of 31 2024. The decrease in interest expense is associated with lower outstanding debt and lower average blended interest rates in 2025 compared to 2024. In 2024, the Company reduced its total outstanding debt by $38.0 million or 23% from end of 2023.
At December 31, 2024, we had tax net operating loss carry-forwards in various jurisdictions of $28.8 million.
At December 31, 2025, we had tax net operating loss carry-forwards in various jurisdictions of $38.3 million.
As oil and gas commodity prices have stabilized or are expected to increase in the near to mid-term, the Company expects our clients’ activities associated with increasing oil and gas reserves and production levels will continue to increase in the coming years. Critical Accounting Estimates The preparation of financial statements in accordance with U.S.
The Company expects our clients’ activities associated with increasing oil and gas reserves and production levels will continue to increase in the coming years. 37 Critical Accounting Estimates The preparation of financial statements in accordance with U.S.
Cash Flows The following table summarizes cash flows (in thousands): For the Years Ended December 31, 2024 2023 2022 Cash provided by (used in): Operating activities $ 56,388 $ 24,789 $ 24,956 Investing activities (6,394 ) (6,652 ) (3,856 ) Financing activities (45,957 ) (18,445 ) (23,375 ) Net change in cash and cash equivalents $ 4,037 $ (308 ) $ (2,275 ) Comparing the year ended December 31, 2024, to the year ended December 31, 2023, net income decreased $4.9 million, however, cash provided by operating activities increased $31.6 million.
Cash Flows The following table summarizes cash flows (in thousands): For the Years Ended December 31, 2025 2024 2023 Cash provided by (used in): Operating activities $ 37,031 $ 56,388 $ 24,789 Investing activities (2,231 ) (6,394 ) (6,652 ) Financing activities (31,255 ) (45,957 ) (18,445 ) Net change in cash and cash equivalents $ 3,545 $ 4,037 $ (308 ) Comparing the year ended December 31, 2025, to the year ended December 31, 2024, net income decreased $1.8 million while cash provided by operating activities decreased $19.4 million.
Cost of Services, excluding depreciation Cost of services for the year ended December 31, 2024 was $297.3 million, an increase of 5% compared to 2023, which is slightly higher than the change in service revenue. Cost of services for the year ended December 31, 2023 was $282.1 million, an increase of 3% compared to 2022.
Cost of services for the year ended December 31, 2024 was $297.3 million, an increase of 5% compared to 2023, which is slightly higher than the change in service revenue. Cost of services expressed as a percentage of service revenue increased to 77% in 2024 compared to 76% in 2023.
Our share price has increased from $4.03 per share in 2002, when we began to repurchase shares, to $17.31 per share on December 31, 2024, an increase exceeding 300%. The 1% stock buyback excise tax may apply to the shares repurchased under our share purchase program.
Our share price has increased from $4.03 per share in 2002, when we began to repurchase shares, to $16.03 per share on December 31, 2025, an increase of approximately 300%. The 1% stock buyback excise tax may apply to our discretionary shares repurchases.
The 2021 Senior Notes and the 2023 Senior Notes are collectively the “Senior Notes”. In accordance with the terms of the Credit Facility, our leverage ratio is 1.31, and our interest coverage ratio is 6.74, each for the period ended December 31, 2024. We are in compliance with all covenants contained in our Credit Facility and Senior Notes.
In accordance with the terms of the Credit Facility, our leverage ratio is 1.10, and our interest coverage ratio is 7.79, each for the period ended December 31, 2025. We are in compliance with all covenants contained in our Credit Facility and Senior Notes as of December 31, 2025.
Segment Revenue 2024 / 2023 2023 / 2022 2024 2023 2022 % Change REVENUE: Reservoir Description $ 346,146 66.1 % $ 333,345 65.4 % $ 307,691 62.8 % 3.8 % 8.3 % Production Enhancement 177,702 33.9 % 176,445 34.6 % 182,044 37.2 % 0.7 % (3.1 )% Total revenue $ 523,848 100.0 % $ 509,790 100.0 % $ 489,735 100.0 % 2.8 % 4.1 % OPERATING INCOME: Reservoir Description* $ 51,466 14.9 % $ 41,039 12.3 % $ 22,902 7.4 % 25.4 % 79.2 % Production Enhancement* 6,612 3.7 % 12,519 7.1 % 16,351 9.0 % (47.2 )% (23.4 )% Corporate and other (1) 478 0.1 % 1,082 0.2 % 2,271 0.5 % NM NM OPERATING INCOME $ 58,556 11.2 % $ 54,640 10.7 % $ 41,524 8.5 % 7.2 % 31.6 % * Percentage, which represents operating margin, is based on operating income divided by applicable revenue rather than total revenue.
Segment Revenue 2025 / 2024 2024 / 2023 2025 2024 2023 % Change REVENUE: Reservoir Description $ 347,683 66.0 % $ 346,146 66.1 % $ 333,345 65.4 % 0.4 % 3.8 % Production Enhancement 178,837 34.0 % 177,702 33.9 % 176,445 34.6 % 0.6 % 0.7 % Consolidated revenue $ 526,520 100.0 % $ 523,848 100.0 % $ 509,790 100.0 % 0.5 % 2.8 % OPERATING INCOME: Reservoir Description* $ 43,939 12.6 % $ 51,466 14.9 % $ 41,039 12.3 % (14.6 )% 25.4 % Production Enhancement* 12,055 6.7 % 6,612 3.7 % 12,519 7.1 % 82.3 % (47.2 )% Corporate and other (1) 474 0.1 % 478 0.1 % 1,082 0.2 % NM NM Consolidated operating income $ 56,468 10.7 % $ 58,556 11.2 % $ 54,640 10.7 % (3.6 )% 7.2 % * Percentage, which represents operating margin, is based on operating income divided by applicable revenue rather than total revenue.
Our cash availability is largely dependent upon the ability of our subsidiaries to pay cash dividends or otherwise distribute or advance funds to us and on the terms and conditions of our existing and future credit arrangements.
We are a holding company incorporated in Delaware and conduct substantially all of our operations through our subsidiaries. Our cash availability is largely dependent upon the ability of our subsidiaries to pay cash dividends or otherwise distribute or advance funds to us and on the terms and conditions of our existing and future credit arrangements.
The Company continues to see growth in international projects across several international regions and disruptions in the maritime movement and logistical trading patterns for crude oil and derived products, caused by the Russia-Ukraine and Middle East geopolitical conflicts have begun to stabilize.
The Company continues to see growth in international projects across several international regions. Additionally, despite expanded sanctions imposed in early 2025, the temporary disruptions in the maritime movement and logistical trading patterns for crude oil and derived products, caused by the Russia-Ukraine and Middle East geopolitical conflicts stabilized somewhat the remainder of 2025.
Average Rig Count (1) 599 689 721 Baker Hughes U.S. Land-based Average Rig Count (1) 580 670 706 Baker Hughes Worldwide Year-End Rig Count (2) 1,660 1,739 1,835 Baker Hughes U.S. Year-End Rig Count (2) 589 623 780 Baker Hughes U.S.
Rig Count (1) 562 599 689 Average Baker Hughes U.S. Land-based Rig Count (1) 547 580 670 Year-end Baker Hughes Worldwide Rig Count (2) 1,783 1,865 1,739 Year-end Baker Hughes U.S. Rig Count (2) 546 589 623 Year-end Baker Hughes U.S.
The Company has maintained its annual capital expenditures between $10.0 million and $13.0 million during the years 2022, 2023 and 2024, which is significantly reduced from average annual capital expenditures in years prior to the pandemic.
The Company has maintained its annual capital expenditures for operations between $10.0 million and $13.0 million during the years 2025, 2024 and 2023 which is significantly reduced from average annual capital expenditures in years prior to the pandemic. We expect our investment in capital expenditures to track with client demand for our services and products.
We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in our tax return. We also recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Long-Lived Assets, Intangibles and Goodwill Property, plant and equipment are carried at cost less accumulated depreciation.
We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in our tax return. We also recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
"NM" means not meaningful. (1) Excludes depreciation. (2) Current ratio is calculated as follows: current assets divided by current liabilities. (3) Debt to EBITDA ratio is calculated as follows: debt less cash divided by the sum of consolidated net income plus interest, taxes, depreciation, and amortization.
(3) Debt to EBITDA ratio is calculated as follows: debt less cash divided by the sum of consolidated net income plus interest, taxes, depreciation and amortization and certain non-cash adjustments.
As of December 31, 2024, $18.4 million of our $19.2 million of cash balances was held by our foreign subsidiaries. The Company continues to maintain a quarterly dividend of $0.01 per share.
As of December 31, 2025, $22.2 million of our $22.7 million of cash balances was held by our foreign subsidiaries. The Company maintains a quarterly dividend program of $0.01 per share.
As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such financing arrangements.
Off-Balance Sheet Arrangements We do not have any off-balance sheet financing arrangements such as securitization agreements, liquidity trust vehicles or special purpose entities. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such financing arrangements.
In September 2023, the 2011 Senior Notes of $75 million with a fixed rate of 4.11% matured and were partially refinanced with the 2023 Senior Notes of $50 million with higher fixed rates of 7.25% and 7.50%.
In September 2023, the 2011 Senior Notes of $75 million with a fixed rate of 4.11% matured and were partially refinanced with the 2023 Senior Notes of $50 million with higher fixed rates of 7.25% and 7.50%. See Note 10 - Long-term Debt, net of the Notes to the Consolidated Financial Statements for further detail.
Our debt instruments are summarized in the following table (in thousands): December 31, Interest Rate Maturity Date 2024 2023 2021 Senior Notes Series A (1) 4.09% January 12, 2026 $ 45,000 $ 45,000 2021 Senior Notes Series B (1) 4.38% January 12, 2028 15,000 15,000 2023 Senior Notes Series A (2) 7.25% June 28, 2028 25,000 25,000 2023 Senior Notes Series B (2) 7.50% June 28, 2030 25,000 25,000 Credit Facility 18,000 56,000 Total long-term debt 128,000 166,000 Less: Debt issuance costs (1,889 ) (2,866 ) Long-term debt, net $ 126,111 $ 163,134 34 As of December 31, 2024, we have two series of senior notes, the 2021 Senior Notes and the 2023 Senior Notes, outstanding with an aggregate principal amount of $110.0 million.
These debt instruments are summarized in the following table (in thousands): December 31, Interest Rate Maturity Date 2025 2024 Credit Facility $ 3,000 $ 18,000 2021 Senior Notes Series A (1) 4.09% January 12, 2026 45,000 45,000 2021 Senior Notes Series B (1) 4.38% January 12, 2028 15,000 15,000 2023 Senior Notes Series A (2) 7.25% June 28, 2028 25,000 25,000 2023 Senior Notes Series B (2) 7.50% June 28, 2030 25,000 25,000 Total long-term debt 113,000 128,000 Less: Debt issuance costs (2,745 ) (1,889 ) Long-term debt, net $ 110,255 $ 126,111 (1) Interest is payable semi-annually on June 30 and December 30.
The decrease in operating income and operating margin in 2024, was primarily due to 1) a charge of $3.3 million recorded in 2024 associated with inventory and other related asset write-downs, 2) a loss on sales of $0.6 million associated with the disposal of a building, and 3) severance and other charges of $0.5 million incurred in 2024, and no similar transactions in 2023.
The decrease in operating income and operating margin in 2024, was primarily due to inventory and other related asset write-downs, loss on the sale of a building, and severance and other charges as discussed above incurred in 2024, and no similar transactions in 2023.
Cost of Product Sales, excluding depreciation Cost of product sales for the year ended December 31, 2024 was $123.2 million, an increase of 5% compared to 2023 and cost of product sales as a percentage of sales revenue increased to 91% in 2024 from 86% in 2023.
Cost of product sales for the year ended December 31, 2024 was $123.2 million, an increase of 5% compared to 2023.
The ongoing geopolitical conflicts between Russia and Ukraine and in the Middle East continue to cause disruptions to traditional maritime supply chains and the trading of crude oil and derived products, such as diesel fuel.
The ongoing geopolitical conflicts between Russia and Ukraine and between the United States, Israel and Iran, along with associated and expanded sanctions in the United States, the European Union, the United Kingdom and other countries continue to cause disruptions to traditional maritime supply chains and the trading of crude oil and derived products, such as diesel fuel.
Outside of the U.S., international average rig count showed an increase of approximately 6% in 2023 from 2022, however, subsequently remained flat in 2024. Long-term international and offshore projects which are commonly announced through Final Investment Decisions and subsequently initiated are not as susceptible or at-risk to delay or suspension due to short-term volatility in crude-oil commodity prices.
Long-term international and offshore projects which are commonly announced through Final Investment Decisions and subsequently initiated are not as susceptible or at-risk to delay or suspension due to short-term volatility in crude-oil commodity prices.
Income Tax Expense Income tax expense was $14.0 million in 2024 and resulted in an effective tax rate of 30.4%. The 2024 tax expense was primarily impacted by the geographic mix of earnings. Income tax expense was $4.2 million in 2023 and resulted in an effective tax rate of 10.2%.
The 2025 tax expense was primarily impacted by our geographic mix of earnings, non-deductible expenses, unrecoverable tax receivable, and valuation allowance on deferred tax assets. Income tax expense was $14.0 million in 2024 and resulted in an effective tax rate of 30.4%. The 2024 tax expense was primarily impacted by the geographic mix of earnings.
The conflict in the Middle East that began in October 2023 has resulted in additional disruptions in the movement and trading of crude oil which continued throughout 2024. The Company's volume of associated laboratory services is commensurate with the trading and movement of crude-oil into Europe, the Middle East, Asia and across the globe.
The Company's volume of associated laboratory services is commensurate with the trading and movement of crude-oil into Europe, the Middle East, Asia and across the globe.
Segment Analysis The following charts and tables summarize the annual revenue and operating results as a percentage of applicable revenue for our two complementary operating segments.
See Note 8 - Income Taxes of the Notes to the Consolidated Financial Statements for further detail of income tax expense. Segment Analysis The following charts and tables summarize the annual revenue and operating results as a percentage of applicable revenue for our two complementary operating segments.
During 2024, we repurchased 286,440 shares of our common stock for an aggregate amount of $5.3 million, or an average price of $18.52 per share. See Note 14 - Equity of the Notes to the Consolidated Financial Statements for additional information. We believe our share repurchase program has been beneficial to our shareholders over the longer term.
During 2025, we made discretionary repurchases of 1,194,685 shares of our common stock for an aggregate amount of $15.5 million, or an average price of $12.96 per share. See Note 13 - Equity of the Notes to the Consolidated Financial Statements for additional information. We believe our discretionary share repurchases have been beneficial to our shareholders over the longer term.
Outlook Currently, global oil inventories are low relative to historical levels, and with continued supply restrictions from the Organization of the Petroleum Exporting Countries and other oil producing nations (“OPEC+”) global supply is expected to be managed and maintained at a level to meet forecasted growth in oil demand for the next few years.
We will, however, continue to invest in the purchase or replacement of obsolete or worn-out instrumentation, tools and equipment, to consolidate certain facilities to gain operational efficiencies, and to increase our presence where requested by our clients. 36 Outlook Currently, global oil inventories are low relative to historical levels, and with continued supply restrictions from the Organization of the Petroleum Exporting Countries and other oil producing nations (“OPEC+”) global supply is expected to be managed and maintained at a level to meet or exceed forecasted growth in oil demand for the next few years.
The decrease in 2024 and 2023 is associated with assets which became fully depreciated and lower levels of capital expenditures. 29 Other (Income) Expense, net The components of other (income) expense, net are as follows (in thousands): For the Years Ended December 31, 2024 2023 2022 Gain on sale of assets $ (1,779 ) $ (200 ) $ (1,068 ) Results of non-consolidated subsidiaries (236 ) (394 ) (294 ) Foreign exchange (gain) loss, net 1,197 176 229 Rents and royalties (1,922 ) (698 ) (709 ) Return on pension assets and other pension costs (1,178 ) (1,365 ) (545 ) Loss on lease abandonment and other exit costs 699 1,146 — Assets write-down 1,110 1,143 — Insurance and other settlements (8,432 ) (604 ) (669 ) Severance and other charges 985 — 3,332 ATM termination costs — 455 — Other, net (397 ) (509 ) (998 ) Total other (income) expense, net $ (9,953 ) $ (850 ) $ (722 ) In 2024 and 2022, we sold certain ownership interest in mineral rights of certain properties for a net gain of $1.4 million and $0.7 million, respectively, which is included in gain on sale of assets.
The decrease in 2025 and 2024 is primarily associated with assets which became fully depreciated. 30 Other (Income) Expense, net The components of other (income) expense, net are as follows (in thousands): For the Years Ended December 31, 2025 2024 2023 Gain on sale of assets $ (813 ) $ (1,779 ) $ (200 ) Results of non-consolidated subsidiaries 654 (236 ) (394 ) Foreign exchange (gain) loss, net 745 1,197 176 Rents and royalties (24 ) (1,922 ) (698 ) Return on pension assets and other pension costs (1,205 ) (1,178 ) (1,365 ) Credits and other settlements (429 ) — (1,046 ) Assets write-down, loss on lease abandonment and other exit costs 707 1,809 2,289 Insurance recovery - business interruption and costs (1,466 ) (4,034 ) — Insurance recovery - property, plant and equipment (6,830 ) (4,398 ) — ATM termination costs — — 455 Severance and other charges 2,256 985 — Other, net (1,209 ) (397 ) (67 ) Total other (income) expense, net $ (7,614 ) $ (9,953 ) $ (850 ) In 2024, we sold certain ownership interest in mineral rights of certain properties for a net gain of $1.4 million, which is included in gain on sale of assets.
See Note 11 - Long-term Debt, net of the Notes to the Consolidated Financial Statements for further detail. Interest expense was also affected by changes associated with our interest rate swap agreements, as described in Note 15 - Derivative Instruments and Hedging Activities of the Notes to the Consolidated Financial Statements.
Interest expense was also affected by changes associated with our interest rate swap agreements, as described in Note 14 - Derivative Instruments and Hedging Activities of the Notes to the Consolidated Financial Statements. Income Tax Expense Income tax expense was $15.5 million in 2025 and resulted in an effective tax rate of 33.8%.
If unused, those carry-forwards which are subject to expiration may expire during the years 2025 through 2038. During 2024, no material net operating loss carry-forwards, which carried a full valuation allowance, expired unused. We expect our investment in capital expenditures to track with client demand for our services and products.
If unused, those carry-forwards which are subject to expiration may expire during the years 2026 through 2037. During 2025, no material net operating loss carry-forwards, which carried a full valuation allowance, expired unused.
The slight increase in cost of services as a percentage of service revenue in 2024, was primarily associated with higher employee compensation and higher operating costs as a result of additional costs incurred due to the fire incident at one of our U.K. facilities.
The slight increase in cost of services as a percentage of service revenue in 2024, was primarily associated with higher employee compensation and higher operating costs incurred due to the fire incident at our Aberdeen, U.K. facility. The fire related costs and loss of income from business interruption were substantially covered by insurance proceeds recorded in Other (income) expense, net.
As activity levels began to decline, operators began to drill fewer new wells and were completing some of the wells that had been previously drilled but not completed. As drilling and completion activity levels continued to decline from 2023 to 2024, the number of wells completed continued to outpace the number of new wells drilled during these periods.
This data indicates that 27 during the period of higher activity, operators were drilling wells but not completing them as the DUC inventory grew. As activity levels began to decline, operators began to drill fewer new wells and were completing some of the wells that had been previously drilled but not completed.
Amounts associated with partial settlement for costs incurred and loss of income from business interruption are $4.0 million, and net gains associated with property, plant and equipment are $4.4 million. During the year ended December 31, 2023, we wrote off previously deferred costs of $0.5 million upon termination of our 2022 at-the-market offering (“ATM Program”).
During the year ended December 31, 2023, we wrote off previously deferred costs of $0.5 million upon termination of our 2022 at-the-market Offering (“ATM Program”).
(4) Debt to Adjusted EBITDA ratio is calculated as follows: debt less cash divided by the sum of consolidated net income plus interest, taxes, depreciation, amortization, severance, and certain non-cash adjustments. Service Revenue Service revenue is primarily tied to activities associated with the exploration, production, movement and refinement of oil, gas and derived products outside the U.S.
(4) Debt to Adjusted EBITDA ratio (as defined in our Credit Facility) is calculated as follows: debt less cash divided by the sum of consolidated net income plus interest, taxes, depreciation, amortization, impairments, severance and certain non-cash adjustments.
Approximately 70% of service revenue is generated from international markets, and in 2024, growth occurred in several international markets, primarily in Europe, Africa and Asia Pacific, despite the headwinds from the on-going geopolitical conflicts previously discussed.
The increase in service revenue was due to growth in both U.S. and international markets. In 2025, growth occurred in several international markets, primarily in Europe and Africa, despite the headwinds from the on-going geopolitical conflicts and expanded sanctions previously discussed.
Cash used in financing activities in 2022 of $23.4 million was primarily due to: 1) a net reduction in debt of $15.0 million, 2) debt issuance costs 33 incurred of $2.2 million associated with renewing our credit facility in 2022, 3) dividends paid of $1.9 million, and 4) repurchase of common stock of $3.9 million.
Cash used in financing activities for the year ended December 31, 2025 of $31.3 million was driven primarily by: 1) net reduction in debt of $15.0 million; 2) debt issuance cost of $1.7 million in renewing the Company’s credit facility; 3) dividends paid of $1.9 million; and 4) repurchase of common stock of $12.4 million.
Information published by the EIA, shows that the inventory of wells drilled but uncompleted (a “DUC” well) in the U.S., was 5,825 as of December 31, 2023, and declined to 5,238 at end of 2024. This data indicates that during the period of higher activity, operators were drilling wells but not completing them as the DUC inventory grew.
Information published recently by the EIA, shows that the inventory of wells drilled but uncompleted (a “DUC” well) in the U.S., was 5,798 as of December 31, 2024, and declined to 5,020, or a 13% reduction, at end of 2025.
The 2023 tax expense was primarily impacted by the reversal of deferred tax liabilities of $11.6 million associated with the Redomestication Transaction, partially offset by the geographic mix of earnings. See Note 9 - Income Taxes of the Notes to the Consolidated Financial Statements for further detail of income tax expense.
Income tax expense was $4.2 million in 2023 and resulted in an effective tax rate of 10.2%. The 2023 tax expense was primarily impacted by the reversal of deferred tax liabilities of $11.6 million associated with the Redomestication Transaction, partially offset by the geographic mix of earnings.
(“CLIH”) as issuer, have senior notes that were issued through private placement transactions. Additionally, we, along with CLIH, have a secured credit facility, the Eighth Amended and Restated Credit Agreement (as amended, the “Credit Facility”) for an aggregate borrowing commitment of $135.0 million with a $50.0 million “accordion” feature.
(“CLIH”), have a secured credit facility, which we renewed on July 22, 2025 as the Ninth Amended and Restated Credit Agreement (as amended, the “Credit Facility”) for an aggregate borrowing commitment of $150.0 million with a $50.0 million “accordion” feature.
Product sales revenue for the year ended December 31, 2023, was $137.9 million, a decrease of 3% compared to 2022. The decrease in product sales, is primarily driven by the decline in the U.S. onshore market, where the U.S. land-based average rig count decreased by 5% in 2023 compared to 2022.
Product sales revenue for the year ended December 31, 2025, was $127.1 million, a decrease of 6% compared to 2024. The decline in our product sales revenue was in line with the 6% decline in U.S. land-based average rig count in 2025 compared to 2024.
Certain of our material, wholly owned subsidiaries, are guarantors or co-borrowers under the Credit Facility and Senior Notes. See Note 11 - Long-Term Debt, net of the Notes to the Consolidated Financial Statements for additional information regarding the terms and financial covenants of the Senior Notes and the Credit Facility.
Certain of our material, wholly owned subsidiaries, are guarantors or co-borrowers under the Credit Facility and Senior Notes.
Depreciation and Amortization Depreciation and amortization expense for the year ended December 31, 2024 was $15.0 million, a decrease from $15.8 million and $17.2 million in 2023 and 2022, respectively.
See Note 16 - Stock-Based Compensation of the Notes to the Consolidated Financial Statements for further details. Depreciation and Amortization Depreciation and amortization expense for the year ended December 31, 2025 was $14.6 million, a decrease from $15.0 million and $15.8 million in 2024 and 2023, respectively.
The companies adopting value versus volume metrics tend to be the more technologically sophisticated operators and form the foundation of Core Lab’s worldwide client base.
Our major clients continue to focus on capital management, return on invested capital, free cash flow, and returning capital to their shareholders, as opposed to a focus on production growth. The companies adopting value versus volume metrics tend to be the more technologically sophisticated operators and form the foundation of Core Lab’s worldwide client base.
In February 2024, we had a fire incident at one of our U.K. facilities and we have recorded partial settlements and certain net gains from insurance recovery of $8.4 million during the year ended December 31, 2024.
In February 2024, we had a fire incident at our Aberdeen, U.K. facility, and we have recorded insurance recovery associated with business interruption and increase in cost of work of $1.1 million and $4.0 million during the years ended December 31, 2025 and 2024, respectively.
In the U.S., the land-based average rig count decreased approximately 5% from 2022 to 2023 primarily due to a significant decline in natural gas prices. Additionally, efficiencies gains in drilling and completing wells allowed operators to complete their drilling programs ahead of their original schedule.
Additionally, efficiencies gained in drilling and completing wells allowed operators to complete their drilling programs ahead of their original schedule. In 2025, despite the overall U.S. land-based average rig count decrease of 6% from 2024 levels, activity in certain natural gas basins improved as the average natural gas prices increased by 61% in 2025 compared to average prices in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe fair value of our debt at December 31, 2024 and 2023 approximated the book value. 38 Under the Amended Credit Facility, the Secured Overnight Financing Rate (“SOFR”) plus 2.00% to SOFR plus 3.00% will be applied to outstanding borrowings. At December 31, 2024, we had an outstanding borrowings of $18 million.
Biggest changeUnder the Credit Facility, the Secured Overnight Financing Rate (“SOFR”) plus 2.00% to SOFR plus 3.00% will be applied to outstanding borrowings. At December 31, 2025, we had outstanding borrowings of $3.0 million. A 10% change in interest rates would not have a material impact on our results of operations or cash flows.
Interest Rate Risk We maintain certain debt instruments at a fixed rate whose fair value will fluctuate based on changes in interest rates and market perception of our credit risk.
Interest Rate Risk We maintain certain debt instruments at a fixed rate whose fair value will fluctuate based on changes in interest rates and market perception of our credit risk. The fair value of our debt at December 31, 2025 and 2024 approximated the book value.
Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Substantially all cash and cash equivalents are on deposit at commercial banks or investment firms. Our trade receivables are with a variety of domestic, international and national oil and gas companies.
Credit Risk Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Substantially all cash and cash equivalents are on deposit at commercial banks or investment firms.
A 10% change in interest rates would not have a material impact on our results of operations or cash flows. Foreign Currency Risk We operate in a number of international areas which exposes us to foreign currency exchange rate risk. We do not currently hold or issue forward exchange contracts or other derivative instruments for hedging or speculative purposes.
Foreign Currency Risk We operate in a number of international areas which exposes us to foreign currency exchange rate risk. We do not currently hold or issue forward exchange contracts or other derivative instruments for hedging or speculative purposes.
Management considers this credit risk to be limited due to the creditworthiness and financial resources of these financial institutions and companies.
Our trade receivables are with a variety of domestic, international and national oil and gas companies. 39 Management considers the Company’s credit risk to be limited due to the creditworthiness and financial resources of these financial institutions and companies.

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