SCHLUMBERGER FINANCE B.V - (incorporated with limited liability in the Netherlands, with its corporate seat in The Hague, the Netherlands) - La ...
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SCHLUMBERGER FINANCE B.V.
(incorporated with limited liability in the Netherlands, with its corporate seat in The Hague, the Netherlands)
EUR2,000,000,000 Guaranteed Notes consisting of
EUR1,000,000,000 1.375 per cent. Guaranteed Notes due 2026
EUR1,000,000,000 2.000 per cent. Guaranteed Notes due 2032
Guaranteed by
SCHLUMBERGER LIMITED
(incorporated in Curaçao)
Issue Price for the Series A Notes: 99.297 per cent.
Issue Price for the Series B Notes: 99.483 per cent.
The EUR1,000,000,000 1.375 per cent. Guaranteed Notes due 2026 (the “Series A Notes”) and the EUR1,000,000,000 2.000 per cent. Guaranteed Notes due
2032 (the “Series B Notes” and together with the Series A Notes, the “Notes”) will be issued by Schlumberger Finance B.V. (the “Issuer”). The Notes will
be unconditionally and irrevocably guaranteed by Schlumberger Limited (the “Guarantor”). The Series A Notes will bear interest as from 6 May 2020 (the
“Issue Date”) at the rate of 1.375 per cent. per annum payable annually in arrear on 28 October in each year, save that the first payment of interest, payable
on 28 October 2020, will be in respect of the period from and including the Issue Date, to, but excluding, 28 October 2020. The Series B Notes will bear
interest as from the Issue Date at the rate of 2.000 per cent. per annum payable annually in arrear on 6 May in each year. Payments on the Notes will be made
without deduction for or on account of taxes of the Netherlands or Curaçao to the extent described under “Terms and Conditions of the Notes–Taxation” of
each series of Notes.
The Series A Notes mature on 28 October 2026 and the Series B Notes mature on 6 May 2032. The Notes of each series are also subject to redemption in
whole, at their principal amount, together with accrued interest in the event of certain changes affecting taxes of the Netherlands or Curaçao. See “Terms and
Conditions of the Notes - Redemption and Purchase – Redemption for Taxation Reasons” of each series of Notes. The Notes of each series may also be
redeemed at the option of the Issuer (a) in whole, but not in part, at any time at the redemption price described under “Terms and Conditions of the Notes –
Redemption and Purchase – Redemption at the Option of the Issuer – Make Whole” of each series of Notes plus accrued and unpaid interest to the redemption
date and (b) in whole, but not in part, at any time on or after, in the case of the Series A Notes, 28 July 2026 and, in the case of the Series B Notes, 6 February
2032, in each case at their principal amount as described under “Terms and Conditions of the Notes – Redemption and Purchase – Redemption at the Option
of the Issuer – Par Call” of each series of Notes plus accrued and unpaid interest to the relevant redemption date.
The Notes will constitute unsecured obligations of the Issuer. See “Terms and Conditions of the Notes – Status” of each series of Notes.
Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Regulation
(EU) 2017/1129 (the “Prospectus Regulation”), for the approval of this Prospectus for the purposes of the Prospectus Regulation. Application has also been
made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on
the Official List of the Luxembourg Stock Exchange. References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the
Notes have been “listed” on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s regulated
market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2014/65/EU, as amended (“MiFID II”) of
the European Parliament and of the Council on markets in financial instruments. By approving this Prospectus, in accordance with the Prospectus Regulation,
the CSSF gives no undertaking as to the economic and financial soundness of the transaction or the solvency of the Issuer or the Guarantor.
This Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.Such approval should not be considered as an endorsement of the Issuer, the Guarantor or the quality of the Notes that are the subject of this Prospectus
and investors should make their own assessment as to the suitability of investing in the Notes.
The denominations of the Notes are EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000.
Each series of Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be issued in new global note
(“NGN”) form and will be delivered on or prior to the Issue Date to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV
(“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”). Each Temporary Global Note will be exchangeable for interests recorded
in the records of Euroclear and Clearstream, Luxembourg in a Permanent Global Note, without interest coupons, on or after a date which is expected to
be 15 June 2020 upon certification as to non-U.S. beneficial ownership. Each Permanent Global Note will be exchangeable for definitive Notes in bearer
form in the circumstances set out in it. See “Overview of Provisions relating to the Notes while in Global Form”.
The Guarantor has been rated A2 by Moody’s Investors Service, Inc. (“Moody’s”) and A by Standard and Poor’s Ratings Services (“Standard and
Poor’s”). The Notes have been rated A2 by Moody’s and A by Standard and Poor’s. Moody’s and Standard and Poor’s are established in the European
Union or the United Kingdom and registered under Regulation (EC) No 1060/2009 as amended (the “CRA Regulation”). As such Moody’s and Standard
and Poor’s are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with
the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any
time. See “Overview”.
This Prospectus will be valid for one year from 4 May 2020 (expiring on 4 May 2021). The obligation to supplement it in the event of significant new
factors, material mistakes or material inaccuracies will not apply after that date. For this purpose, “valid” means valid for making offers to the public or
admissions to trading on a regulated market by or with the consent of the issuer and the obligation to supplement the Prospectus is only required within its
period of validity between the time when the Prospectus is approved and the closing of the offer period for the Notes or the time when trading on a
regulated market begins, whichever occurs later. Prospective investors should have regard to the factors described under the section headed “Risk
Factors” in this Prospectus.
Joint Bookrunners and Joint Lead Managers
BNP PARIBAS HSBC MUFG SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT BANKING
STANDARD CHARTERED BANK UNICREDIT BANK
The date of this Prospectus is 4 May 2020This Prospectus comprises a prospectus for the purposes of Article 6 of Regulation (EU) 2017/1129 (the
“Prospectus Regulation”), and for the purpose of giving information with regard to the Issuer, the Guarantor
and the Guarantor’s subsidiaries taken as a whole (the “Schlumberger Group”). The Issuer and the
Guarantor accept responsibility for the information contained or incorporated by reference in this
Prospectus. To the best of the knowledge and belief of each of the Issuer and the Guarantor (each of which
has taken all reasonable care to ensure that such is the case), the information contained or incorporated by
reference in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see “Documents Incorporated by Reference”).
The communication of this Prospectus and any other documents or materials relating to the Notes, is not
being made, and such documents and this document and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, this Prospectus is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (iii) high net worth companies, and
other persons to whom it may lawfully be communicated in accordance with the Order, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”); or (iv)
persons falling within Article 43 of the Order. The Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or acquire such Notes will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this document or any of its contents.
The Notes and the Guarantee in respect thereof have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of
any state or other jurisdiction of the United States and the Notes are subject to U.S. tax law requirements.
Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or
for the account or benefit of, U.S. persons (as defined in the U.S. Internal Revenue Code of 1986, as amended,
and regulations thereunder).
Prohibition on marketing and sales of Notes to retail investors:
The Notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or
otherwise made available, to any retail investor in the European Economic Area (“EEA”) or the United
Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of the
Directive (EU) 2016/97 (as amended, the “IDD”), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and
insurance-based investment products (as amended, “PRIIPs”) for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be
unlawful under PRIIPs.
Professional investors and eligible counterparties only target market:
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market
3assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market
assessment) and determining appropriate distribution channels.
Singapore SFA Product Classification:
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the
“SFA”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore
(the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as
defined in Section 309A(1) of the SFA), that the Notes are ‘prescribed capital markets products’ (as defined in
the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or
the Managers (as defined in “Subscription and Sale” below) to subscribe or purchase, any of the Notes. The
distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the
Managers to inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus see
“Subscription and Sale” below.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer, the Guarantor or the Managers. Neither the delivery of this
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer, the Guarantor or the Schlumberger Group since the
date hereof or that there has been no adverse change in the financial position of the Issuer, the Guarantor or
the Schlumberger Group since the date hereof.
In making an investment decision regarding the Notes, prospective investors must rely on their own
independent investigation and appraisal of the Issuer, the Guarantor and the Schlumberger Group, its
business and the terms of the offering, including the merits and risks involved. The contents of this Prospectus
are not to be construed as legal, business or tax advice. Each prospective investor should consult its own
advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes.
Unless otherwise specified or the context requires, references to “USD” are to United States dollars, and
references to “€”, “euro” and “EUR” are to the currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the Treaty establishing the European Community as
amended.
None of the Managers has separately verified the information contained or incorporated by reference in this
Prospectus. The Managers make no representation, express or implied, or accept any responsibility or
liability, with respect to the accuracy or completeness of any of the information in this Prospectus. Neither
this Prospectus nor any other financial statements are or should be considered as a recommendation by the
Issuer, the Guarantor or the Managers that any recipient of this Prospectus or any other financial statements
should purchase the Notes. Prospective investors should have regard to the factors described under the
section headed “Risk Factors” in this Prospectus. This Prospectus does not describe all the risks of an
investment in the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Prospectus and its purchase of Notes should be based upon such investigation
as it deems necessary.
4This Prospectus includes forward-looking statements. All statements other than statements of historical facts
included in this Prospectus, including, without limitation, those regarding the Issuer’s, the Guarantor’s or the
Schlumberger Group’s financial position, business strategy, plans and objectives of management for future
operations, are forward-looking statements. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results, performance or achievements of the
Issuer, the Guarantor, the Schlumberger Group, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the Issuer’s, the Guarantor’s or
the Schlumberger Group’s present and future business strategies and the environment in which the Issuer, the
Guarantor or the Group will operate in the future. The Issuer and the Guarantor expressly disclaim any
obligation or undertaking to release publicly any updates or revisions to any forward looking statement
contained herein to reflect any change in the Issuer’s or the Guarantor’s expectations with regard thereto or
any change in events, conditions or circumstances on which any such statement is based.
The Notes may not be a suitable investment for all investors. The Notes are securities which, because of their
nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable
in investment matters, and may not be a suitable investment for all investors. Each potential investor in the
Notes must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will have on
its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor’s currency;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Sophisticated institutional investors generally do not purchase complex financial instruments as standalone
investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an
understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not
invest in Notes which are complex financial instruments unless it has the knowledge and expertise (either
alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the
resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s
overall investment portfolio.
In connection with the issue of the Notes, Société Générale (the “Stabilising Manager”) or any person
acting on behalf of the Stabilising Manager may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the
5date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes
and 60 days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager (or person(s) acting on behalf of the Stabilising Manager) in
accordance with all applicable laws and rules.
6TABLE OF CONTENTS
Page
Risk Factors ........................................................................................................................................................ 8
Overview ...........................................................................................................................................................13
Documents Incorporated by Reference .............................................................................................................17
Terms and Conditions of the Series A Notes .....................................................................................................20
Terms and Conditions of the Series B Notes .....................................................................................................30
Overview of Provisions relating to the Notes while in Global Form ................................................................40
Description of the Issuer....................................................................................................................................43
Description of the Guarantor .............................................................................................................................44
Use of Proceeds .................................................................................................................................................54
Taxation .............................................................................................................................................................55
Subscription and Sale ........................................................................................................................................61
General Information ..........................................................................................................................................64
7Risk Factors
In purchasing Notes, investors assume the risk that the Issuer and the Guarantor may become insolvent or
otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which
individually or together could result in the Issuer and the Guarantor becoming unable to make all payments
due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most
likely to occur, as the Issuer and the Guarantor may not be aware of all relevant factors and certain factors
which they currently deem not to be material may become material as a result of the occurrence of events
outside the Issuer’s and the Guarantor’s control. The Issuer and the Guarantor have identified in this
Prospectus a number of factors which could materially adversely affect their businesses and ability to make
payments due under the Notes.
In addition, factors which are material for the purpose of assessing the risks associated with the structure of
the Notes are also described below.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach
their own views prior to making any investment decision.
Factors that may affect the Issuer’s and Guarantor’s ability to satisfy their obligations under
the Notes and the Guarantee
The Schlumberger Group is subject to many risks and uncertainties that may materially adversely affect its
results of operations and financial condition. The business, results of operation and financial condition of the
Schlumberger Group could be materially adversely affected by the following risks described on pages 7 to 10
(Item 1A. Risk Factors) in the 2019 Form 10-K (as defined herein), page 2 (Item 8.01 Other Events) in the
Form 8-K (as defined herein) and page 25 (Item 1A. Risk Factors) in the Form 10-Q (as defined herein), which
are each incorporated by reference in this Prospectus and available at: https://investorcenter.slb.com/static-
files/5976f6b5-9836-405b-b0aa-2161276e77c3, https://investorcenter.slb.com/static-files/71290412-7bba-
47c7-b814-786939553c62 and https://investorcenter.slb.com/static-files/be6e61e8-c47b-4111-979c-
c3cd16c8db64. Other risks not currently known to us or that we do not currently consider to present
significant risks to our operations may also materially adversely affect our operating and financial results.
1. Financial market risks
a. Global economic conditions
b. Foreign currency exposure
2. Business risks
a. Oil and gas price volatility
b. Reduced demand for oilfield services and products
c. Maintaining technological leadership
d. Delays, cancellations, general business disruptions and delays in payment of, or non-payment of,
amounts for services rendered
e. Physical security, terrorism, war or other armed conflict
f. Obtaining and retaining skilled technical personnel
g. Severe weather
8h. Cyber security risks
3. Legal and regulatory risks
a. Compliance with anti-corruption, anti-bribery laws, trade and economic sanctions laws and
regulations
b. Compliance with changes in laws and regulations relating to greenhouse gas emissions and climate
change
c. Legal and regulatory proceedings
d. Product liability
e. Intellectual property-related claims
f. Contractual liability and catastrophic well incidents/blow outs
4. Environmental, health and safety risks
a. Environmental compliance costs and liabilities
Risk Factors relating to the Issuer and the Guarantor
The Issuer’s ability to make scheduled payments on the Notes and the Guarantor’s ability to make
payments, if any, under the Guarantee depends on Schlumberger Group’s future operating and financial
performance and ability to generate cash. This will be affected by, among other things, Schlumberger
Group’s ability to successfully implement its business strategy, as well as by general economic, financial,
competitive, regulatory, technical and other factors beyond its control, including actions taken by
businesses and governments in response to the COVID-19 pandemic. If Schlumberger Group cannot
generate sufficient cash to meet its debt service obligations or fund its other business needs, the Issuer and
the Guarantor may, among other things, need to refinance all or a portion of their obligations, including
the Notes and the Guarantee, obtain additional financing, delay planned acquisitions or capital
expenditures, or sell assets. No assurance can be given that the Issuer or the Guarantor will be able to
generate sufficient cash through any of the foregoing. If the Issuer and the Guarantor are not able to
refinance any of their debt, obtain additional financing or sell assets on commercially reasonable terms or
at all, they may not be able to satisfy their obligations with respect to their debt, including the Notes and
the Guarantee.
The Issuer is incorporated under Dutch law. In the context of Dutch law, the Issuer may become subject to
two types of insolvency proceedings: suspension of payments and bankruptcy. Dutch law also contains
specific provisions dealing with voidable preference both in and outside of bankruptcy (actio pauliana
provisions). The actio pauliana provisions under specific circumstances grant to creditors and the receiver
in bankruptcy, the right to challenge the validity of certain pre-insolvency transactions.
Risks relating to the Notes
1 Risks relating to the structure of the Notes
The Notes may be redeemed prior to maturity.
The Notes contain optional redemption features. An optional redemption feature is likely to limit the market
value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of these
Notes generally will not rise substantially above the price at which they can be redeemed. This also may be
true prior to any redemption period.
In the event that the Issuer is obliged to pay additional amounts in respect of any Notes that would need to be
paid due to any withholding as provided in Condition 5(b) (Redemption for Taxation Reasons) of the Terms
9and Conditions of each series of Notes, the Issuer may, and in certain circumstances shall, redeem all of the
applicable Notes then outstanding in accordance with such Condition.
Investors that choose to reinvest monies they receive through an early redemption may be able to do so only
in securities with a lower yield than the redeemed Notes.
In the circumstances detailed above, an investor may not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as that of the Notes.
The Notes and the Guarantee will be subordinated to secured indebtedness of the Issuer and the
Guarantor.
The Notes will be unsecured and unsubordinated obligations of the Issuer and will rank pari passu in right of
payment with all other existing and future unsecured and unsubordinated indebtedness of the Issuer and
senior in right of payment to all subordinated indebtedness of the Issuer, if any. The Guarantee will be the
unsecured and unsubordinated obligation of the Guarantor and will rank pari passu in right of payment to all
other existing and future unsecured and unsubordinated indebtedness of the Guarantor, and senior in right of
payment to all subordinated indebtedness of the Guarantor, if any. However, the Notes and the Guarantee will
be effectively subordinated to any secured obligations of the Issuer and the Guarantor to the extent of the
assets serving as security therefor. In bankruptcy, the holder of a security interest with respect to any assets of
the Issuer or the Guarantor would be entitled to have the proceeds of such assets applied to the payment of
such holder’s claim before the remaining proceeds, if any, are applied to the claims of the Noteholders.
Substitution of the Issuer
The Terms and Conditions of each series of the Notes contain provisions which allow the substitution of the
Issuer for the Guarantor, or any subsidiary of the Guarantor, as principal debtor under the Notes and the
Coupons, at any time without the consent of the Noteholders or the Couponholders, provided that no payment
in respect of the Notes or the Coupons is at the relevant time overdue.
Exchange rate risks and exchange controls.
The Issuer will pay principal and interest on the Notes in euro. This presents certain risks relating to currency
conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the
“Investor’s Currency”) other than euro. These include the risk that exchange rates may significantly change
(including changes due to devaluation of the euro or revaluation of the Investor’s Currency) and the risk that
authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An
appreciation in the value of the Investor’s Currency relative to euro would decrease (1) the Investor’s
Currency-equivalent yield on the Notes, (2) the Investor’s Currency equivalent value of the principal payable
on the Notes and (3) the Investor’s Currency equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal
than expected, or no interest or principal.
Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors
will have to rely on their procedures for transfer, payment and communication with the Issuer.
The Notes will be represented by the Global Note except in certain limited circumstances described in the
Permanent Global Note. The Global Note will be deposited with the Common Safekeeper for Euroclear and
Clearstream, Luxembourg. Except in certain limited circumstances described in the Permanent Global Note,
investors will not be entitled to receive Notes in definitive form. Euroclear and Clearstream, Luxembourg will
maintain records of the beneficial interests in the Global Note. While the Notes are represented by the Global
Note, investors will be able to trade their beneficial interests only through Euroclear and Clearstream,
Luxembourg.
10The Issuer will discharge its payment obligations under the Notes by making payments to the Common
Safekeeper for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a
beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to
receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or
payments made in respect of, beneficial interests in the Global Notes.
2 Risks relating to the nature of the Notes
Provisions for modifying the Notes bind all Noteholders.
The terms and conditions of the Notes contain provisions for calling meetings of Noteholders to consider
matters affecting their interests generally.
These provisions permit defined majorities to bind all Noteholders of the relevant Series including such
Noteholders who did not attend and vote at the relevant meeting and such Noteholders who voted in a manner
contrary to the majority. Defined majorities may also bind all Noteholders under the analogous “Electronic
Consents” and “Written Resolution” provisions described herein.
Change of law.
The terms and conditions of the Notes are based on the laws of England in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to the laws
of England or administrative practice after the date of this Prospectus. Furthermore, the Schlumberger Group
operates in a heavily regulated environment and has to comply with extensive regulations in the Netherlands,
Curacao and elsewhere. No assurance can be given as to the impact of any possible judicial decision or
change to laws or administrative practices after the date of this Prospectus.
The Notes involve integral multiples.
The denominations of the Notes are EUR100,000 and integral multiples of EUR1,000 in excess thereof up to
and including EUR199,000. Therefore, it is possible that the Notes may be traded in amounts in excess of
EUR100,000 that are not integral multiples of EUR100,000. In such a case, a Noteholder who, as a result of
trading such amounts, holds a principal amount of less than EUR100,000 will not receive a definitive Note in
respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of
Notes such that it holds an amount equal to one or more denominations. If such Notes in definitive form are
issued, Noteholders should be aware that definitive Notes which have a denomination that is not an integral
multiple of the minimum specified denomination may be illiquid and difficult to trade.
The secondary market for the Notes.
The Notes are new issues of securities and have no established trading market. An established trading market
in the Notes may never develop. If a secondary market does develop, it may not be very liquid. Therefore,
investors may not be able to sell their Notes easily in the secondary market (in which case the market or
trading price and liquidity may be adversely affected) or at prices that will provide them with a yield
comparable to similar investments that have a developed secondary market. Illiquidity may have an adverse
effect on the market value of Notes.
Market value of the Notes.
The market value of the Notes will be affected by the creditworthiness of the Issuer, the Guarantor and the
Schlumberger Group and a number of additional factors, including market interest and yield rates. The price
at which a holder of Notes will be able to sell the Notes prior to maturity may be at a discount, which could be
substantial, from the issue price or the purchase price paid by such purchaser.
11Credit ratings may not reflect all risks.
The Guarantor is rated by Moody’s and Standard and Poor’s and one or more independent credit rating
agencies may assign credit ratings to the Notes, and the ratings assigned by Moody’s and Standard and Poor’s
and one or more independent credit rating agencies represent the forward looking opinions of such agencies,
and their views based on certain assumptions. The ratings may not reflect the potential impact of all risks
related to structure, market, additional factors discussed above, and other factors that may affect the value of
the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the rating agency at any time.
Legal investment considerations may restrict certain investments.
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
3 Risks relating to Taxation
The proposed Financial Transaction Tax (“FTT”).
On 14 February 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a
Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal,
Slovenia and Slovakia (the “participating Member States”). However, Estonia has since stated that it will
not participate.
The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in Notes
(including secondary market transactions) in certain circumstances. The issuance and subscription of Notes
should, however, be exempt.
Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within and
outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at
least one party is a financial institution, and at least one party is established in a participating Member State. A
financial institution may be, or be deemed to be, “established” in a participating Member State in a broad
range of circumstances, including (a) by transacting with a person established in a participating Member State
or (b) where the financial instrument which is subject to the dealings is issued in a participating Member
State.
However, the FTT proposal remains subject to negotiation between participating Member States. It may
therefore be altered prior to any implementation, the timing of which remains unclear. Additional Member
States may decide to participate.
Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.
12Overview
This overview must be read as an introduction to this Prospectus and any decision to invest in the Notes
should be based on a consideration of the Prospectus as a whole, including the documents incorporated by
reference.
Words and expressions defined in the “Terms and Conditions of the Notes” of each series below have the
same meanings in this overview.
Issuer: Schlumberger Finance B.V.
Legal Entity Identifier of the Issuer: 5299003L3TGTOIYBX911
Guarantor: Schlumberger Limited
Legal Entity Identifier of the 213800ZUA17OK3QLGM62
Guarantor:
Website of the Guarantor: https://www.slb.com/
Description of the Notes: EUR1,000,000,000 1.375 per cent. Guaranteed Notes due 2026
(the “Series A Notes”) and EUR1,000,000,000 2.000 per cent.
Guaranteed Notes due 2032 (the “Series B Notes”)
The Series A Notes and the Series B Notes are together referred
to as the “Notes”
Joint Bookrunners and Joint Lead BNP Paribas, HSBC Bank plc, MUFG Securities (Europe)
Managers: N.V., Société Générale, Standard Chartered Bank and UniCredit
Bank AG
Fiscal Agent: BNP Paribas Securities Services, Luxembourg Branch
Issue Price: 99.297 per cent. for the Series A Notes and 99.483 per cent. for
the Series B Notes
Issue Date: 6 May 2020
Maturity Date: 28 October 2026 for the Series A Notes and 6 May 2032 for the
Series B Notes
Interest: The Series A Notes will bear interest from the Issue Date at the
rate of 1.375 per cent. per annum, payable annually in arrear in
the amount of EUR13.75 per Calculation Amount on 28
October in each year, save that the first payment of interest,
payable on 28 October 2020 and amounting to EUR6.59 per
Calculation Amount, will be in respect of the period from and
including the Issue Date, to, but excluding, 28 October 2020
The Series B Notes will bear interest from the Issue Date at the
rate of 2.000 per cent. per annum, payable annually in arrear in
the amount of EUR20.00 per Calculation Amount on 6 May in
each year
Interest Payment Dates: In respect of the Series A Notes, 28 October in each year and, in
respect of the Series B Notes, 6 May in each year
Status of the Notes: The Notes and Coupons constitute (subject to Condition 3 of
the “Terms and Conditions of the Notes” of each series of
13Notes) unsecured obligations of the Issuer and shall at all times
rank pari passu and without any preference among themselves.
The payment obligations of the Issuer under the Notes and
Coupons and of the Guarantor under the Guarantee shall, save
for such exceptions as may be provided by applicable
legislation and subject to Condition 3 of the “Terms and
Conditions of the Notes” of each series of Notes, at all times
rank at least equally with all other unsecured and
unsubordinated indebtedness and monetary obligations of the
Issuer and the Guarantor, respectively, present and future.
Guarantee: The Guarantor has unconditionally and irrevocably guaranteed
the due payment of all sums expressed to be payable by the
Issuer under the Notes and the Coupons. Its obligations in that
respect are set out on each of the Notes.
Optional Redemption: If, under certain circumstances, it is required to increase
payments on the Notes on account of taxes, the Issuer may, or,
in certain cases, shall be required to, redeem the Notes, in
whole but not in part, prior to their scheduled redemption date.
See “Terms and Conditions of the Notes – Redemption and
Purchase – Redemption for Taxation Reasons” of each series of
Notes.
Each series of Notes may also be redeemed at the option of the
Issuer (a) in whole, but not in part, at any time at the
redemption price described in this Prospectus, plus accrued and
unpaid interest to the redemption date, see “Terms and
Conditions of the Notes – Redemption and Purchase –
Redemption at the Option of the Issuer – Make Whole” of each
series of Notes and (b) in whole, but not in part, at any time on
or after 28 July 2026 in respect of the Series A Notes and 6
February 2032 in respect of the Series B Notes, in each case at
their principal amount as described in this Prospectus, plus
accrued and unpaid interest to the redemption date, see “Terms
and Conditions of the Notes – Redemption and Purchase –
Redemption at the Option of the Issuer – Par Call” of each
series of Notes.
Events of Default: The Notes may become due and payable prior to their
scheduled redemption date upon the occurrence of certain
events including: non-payment of principal or interest, default
in any of the Issuer’s or Guarantor’s other obligations under the
Notes, cross-default or insolvency or bankruptcy of the Issuer
or Guarantor or any Principal Subsidiary.
Substitution of the Issuer: Subject to the provisions set out in “Terms and Conditions of
the Notes – Meetings of Noteholders, Modification and
Substitution – Substitution” of each series of Notes, the Issuer
or any previous substituted company, may, at any time, without
the consent of the Noteholders or the Couponholders, substitute
for itself as principal debtor under the Notes and the Coupons,
14the Guarantor, or any subsidiary of the Guarantor, provided that
no payment in respect of the Notes or the Coupons is at the
relevant time overdue. The substitution shall be made by deed
poll, to be substantially in the form exhibited to the Fiscal
Agency Agreement. See “Terms and Conditions of the Notes –
Meetings of Noteholders, Modification and Substitution –
Substitution” of each series of Notes for further details.
Form: Each series of Notes will initially be represented by a
Temporary Global Note, without interest coupons, which will
be issued in new global note form and will be delivered on or
prior to the Issue Date to a common safekeeper for Euroclear
Bank SA/NV and Clearstream Banking, S.A. Each Temporary
Global Note will be exchangeable for interests recorded in the
records of Euroclear and Clearstream, Luxembourg in a
Permanent Global Note, without interest coupons, on or after a
date which is expected to be 15 June 2020 upon certification as
to non-U.S. beneficial ownership. The Permanent Global Note
will be exchangeable for definitive Notes in bearer form in the
circumstances set out in it. See “Overview of Provisions
relating to the Notes while in Global Form”.
Denominations: EUR100,000 and multiples of EUR1,000 in excess thereof up
to and including EUR199,000.
Taxation: All payments of principal and interest in respect of the Notes
will be made free and clear of withholding taxes of any
Relevant Jurisdiction (as defined in Condition 7 of the “Terms
and Conditions of the Notes” of each series of Notes) unless
such withholding or deduction is required by law, in which
event such payments will be subject to a gross-up, subject to
customary exceptions, all as described in “Terms and
Conditions of the Notes – Taxation” of each series of Notes.
Governing Law: English law.
Rating: The Guarantor has been rated A2 by Moody’s Investors
Service, Inc. and A by Standard and Poor’s Ratings Services.
The Notes have been rated A2 by Moody’s and A by Standard
and Poor’s.
As per the rating services of Moody’s, obligations rated ‘A’ are
judged to be “upper-medium grade and are subject to low credit
risk”, with the modifier ‘2’ indicating that the obligation ranks
in the mid-range of its generic rating category.
As per the rating services of Standard and Poor’s, obligations
rated ‘A’ are judged as “having a strong capacity to meet
financial commitments, but somewhat susceptible to adverse
economic conditions and changes in circumstances.”
A rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency. These ratings speak as
15of the date of such ratings and are not a recommendation to
buy, sell or hold securities.
Listing, Approval and Admission to Application has been made to the CSSF to approve this
Trading: document as a prospectus. Application has also been made for
the Notes to be listed on the Official List of the Luxembourg
Stock Exchange and admitted to trading on the Luxembourg
Stock Exchange’s regulated market.
Selling Restrictions: There are restrictions on the sale of Notes and the distribution
of this Prospectus in various jurisdictions, including the United
States, Curaçao, the United Kingdom, Singapore and the
Prohibition of Sales to EEA Investors. See “Subscription and
Sale”. The Issuer is Category 2 for the purposes of Regulation S
under the Securities Act, as amended.
Use of Proceeds: The net proceeds from the issue of Notes will be applied by the
Issuer for general corporate purposes, which will include the
repayment of certain existing debt.
Risk Factors: Prospective investors should carefully consider the information
set out in “Risk Factors” in conjunction with the other
information contained or incorporated by reference in this
Prospectus.
ISIN: Series A: XS2166754957
Series B: XS2166755509
Common Code: Series A: 216675495
Series B: 216675550
16Documents Incorporated by Reference
This Prospectus should be read and construed in conjunction with the following documents:
(i) the Statutory Auditor’s Report on the Financial Statements for the year ended 31 December 2018,
which includes the audited non-consolidated financial statements of the Issuer as at, and for the year
ended, 31 December 2018, prepared in accordance with generally accepted accounting principles in
the Netherlands: https://www.slb.com/-/media/files/bvprospectus/sfbv-annual-accounts-
2018.ashx?la=en&hash=15560E07EBF87C01FBC9B4F74CD2EE5C;
(ii) the Statutory Auditor’s Report on the Financial Statements for the year ended 31 December 2017,
which includes the audited non-consolidated financial statements of the Issuer as at, and for the year
ended, 31 December 2017, prepared in accordance with generally accepted accounting principles in
the Netherlands: https://www.slb.com/-/media/files/bvprospectus/sfbv-annual-accounts-
2017.ashx?la=en&hash=88A5EC1C7A658AE28FD643E690F57487;
(iii) the audited consolidated financial statements of the Guarantor as at 31 December 2018, with the audit
report thereon as included in the Annual Report on Form 10-K for the year ended 31 December 2018
in respect of the Guarantor (the “2018 Form 10-K”): https://investorcenter.slb.com/static-
files/bd611606-79ed-42bc-8e09-54c8c4b0d971;
(iv) the audited consolidated financial statements of the Guarantor as at 31 December 2019, with the audit
report thereon as included in the Annual Report on Form 10-K for the year ended 31 December 2019
in respect of the Guarantor (the “2019 Form 10-K”): https://investorcenter.slb.com/static-
files/5976f6b5-9836-405b-b0aa-2161276e77c3;
(v) the unaudited consolidated financial statements of the Guarantor as at and for the three month period
ended 31 March 2020 as included in the Quarterly Report on Form 10-Q for the period ended 31
March 2020 in respect of the Guarantor (the “Form 10-Q”: https://investorcenter.slb.com/static-
files/be6e61e8-c47b-4111-979c-c3cd16c8db64; and
(vi) the Guarantor’s Current Report Form 8-K dated 17 April 2020 (the “Form 8-K”):
https://investorcenter.slb.com/static-files/71290412-7bba-47c7-b814-786939553c62,
which have been previously published or are published simultaneously with this Prospectus and which have
been filed with the CSSF. The documents listed above shall be incorporated by reference in, and form part of
this Prospectus, save that any statement contained in a document which is incorporated by reference herein
shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained
herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this
Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from the
website of the Luxembourg Stock Exchange (www.bourse.lu) and as indicated above. For the avoidance of
doubt, the content of the websites of the Luxembourg Stock Exchange and the Guarantor do not form part of
this Prospectus, and have not been scrutinised or approved by the CSSF.
The tables below set out the relevant page references for the documents incorporated by reference.
Information set forth in these documents that is not included in the cross-reference list below is not
incorporated by reference as it is either not relevant for investors or covered elsewhere in this Prospectus. Any
hyperlinks included in these documents are not incorporated by reference in this Prospectus and are not
relevant for investors.
17Schlumberger Finance B.V. Statutory Auditor’s Report on the Financial Statements for the year ended
31 December 2018
Balance Sheet .......................................................................................................... Accounts Page 5
Income Statement .................................................................................................... Accounts Page 6
Notes ....................................................................................................................... Accounts Pages 7-23
Auditor’s Report ..................................................................................................... Accounts pages 24-31
* Page references above refer to pages in the pdf. copy of Statutory Auditor’s Report on the Financial
Statements for the year ended 31 December 2018
Schlumberger Finance B.V. Statutory Auditor’s Report on the Financial Statements for the year ended
31 December 2017
Auditor’s Report ..................................................................................................... Accounts Pages 1-9
Balance Sheet .......................................................................................................... Accounts Page 14
Income Statement .................................................................................................... Accounts Page 15
Notes ....................................................................................................................... Accounts Pages 16-32
* Page references above refer to pages in the pdf. copy of Statutory Auditor’s Report on the Financial
Statements for the year ended 31 December 2017
Annual Report on Form 10-K for the years ended 31 December 2019 and 31 December 2018
Audited consolidated annual financial statements of the Guarantor as at and for the financial years
ended 31 December 2019 and 31 December 2018 contained in the Annual Report on Form 10-K for
the year ended 31 December 2019 and 31 December 2018, respectively
2019 2018
Income Statement .......................................................................................... Pages 26-27 Pages 28-29
Balance Sheet ................................................................................................ Page 28 Page 30
Cash Flow Statement .................................................................................... Page 29 Page 31
Accounting Principles ................................................................................... Pages 32-34 Pages 34-36
Notes ............................................................................................................. Pages 32-60 Pages 34-63
Report of Independent Registered Public Accounting Firm.......................... Pages 61-62 Pages 64-65
Risk Factors
2019
Item 1A. Risk Factors ................................................................................... Pages 7-10
18Unaudited consolidated financial statements of the Guarantor as at and for the three months
ended 31 March 2020 contained in the quarterly report on Form 10-Q for the quarterly
period ended 31 March 2020
2020
Income Statement .......................................................................................... Pages 3-4
Balance Sheet ................................................................................................ Page 5
Cash Flow Statement ................................................................................... Page 6
Notes ............................................................................................................. Pages 8-16
Risk Factors
2020
Item 1A. Risk Factors ................................................................................... Page 25
Form 8-K dated 17 April 2020
2020
Form 8-K ....................................................................................................... Pages 1-21
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