Obligation Schlumberger Capital S.A. 2.65% ( US806854AJ48 ) en USD

Schlumberger Capital S.A.

89.76 % ▲

Etas-Unis

US806854AJ48 ( en USD )

2.65% par an ( paiement semestriel )

25/06/2030

Prospectus brochure de l'obligation Schlumberger Investment S.A US806854AJ48 en USD 2.65%, échéance 25/06/2030

2 000 USD

1 250 000 000 USD

806854AJ4

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

26/12/2025 ( Dans 180 jours )

Schlumberger Investment S.A. est une société de portefeuille basée au Luxembourg, filiale de Schlumberger Limited, spécialisée dans les investissements stratégiques et le développement de nouvelles technologies dans le secteur de l'énergie.

L'Obligation émise par Schlumberger Capital S.A. ( Etas-Unis ) , en USD, avec le code ISIN US806854AJ48, paye un coupon de 2.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/06/2030

L'Obligation émise par Schlumberger Capital S.A. ( Etas-Unis ) , en USD, avec le code ISIN US806854AJ48, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Schlumberger Capital S.A. ( Etas-Unis ) , en USD, avec le code ISIN US806854AJ48, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d943574d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Number: 333-231029
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
To Be
Offering Price
Aggregate
Amount of
Securities To Be Registered

Registered

Per Unit

Offering Price
Registration Fee (1)
2.650% Senior Notes due 2030

$900,000,000

99.608%

$896,472,000

$116,363
Guarantee of Senior Notes

--

--

--

(2)
Total

$900,000,000

99.608%

$896,472,000

$116,363

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee for the guarantee is payable.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 25, 2019)

Schlumberger Investment SA

$900,000,000 2.650% Senior Notes due 2030
Fully and unconditionally guaranteed by
Schlumberger Limited

Schlumberger Investment SA (the "Company") is offering U.S.$900,000,000 principal amount of its 2.650% Senior Notes due 2030 (the "Notes").

The Notes will bear interest at a rate of 2.650% per year. We will pay interest on the Notes semi-annually on June 26 and December 26 of each year,
beginning on December 26, 2020.

The Notes will be fully and unconditionally guaranteed (the "guarantee") on a senior unsecured basis by Schlumberger Limited (the "Guarantor"),
the ultimate parent company of the Company. The guarantee will be the unsecured and unsubordinated obligation of the Guarantor and will rank equally
with the Guarantor's other unsecured and unsubordinated indebtedness from time to time outstanding.

The Company may redeem some or all of the Notes at any time and from time to time at the redemption prices described in this prospectus
supplement, plus accrued and unpaid interest to the redemption date.

The Notes will be the unsecured and unsubordinated obligations of the Company and will rank equally with its other unsecured and unsubordinated
indebtedness from time to time outstanding.

The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Per Note

Total

Public Offering Price(1)

99.608%
$896,472,000
Underwriting Discount

0.450%
$
4,050,000
Proceeds to the Company (before expenses)

99.158%
$892,422,000

(1) Plus accrued interest on the Notes, if any, from June 26, 2020 to the date of delivery.
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5

The underwriters expect to deliver the Notes to purchasers against payment on or about June 26, 2020, solely in book-entry form through the
facilities of The Depository Trust Company and its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream
Banking S.A.

Joint Book-Running Managers
Citigroup
HSBC
J.P. MORGAN
SOCIETE GENERALE
BBVA
BNP PARIBAS

Morgan Stanley
MUFG

June 17, 2020
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Cautionary Statement Regarding Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-9
Capitalization
S-10
Description of the Notes
S-11
Non-United States Federal Income Tax Considerations
S-29
Material United States Federal Income Tax Considerations
S-32
Underwriting
S-35
Legal Matters
S-40
Experts
S-40
Where You Can Find More Information
S-40
Incorporation of Documents by Reference
S-40

Prospectus

Page
About this Prospectus

1
About the Guarantor

1
About the Company

1
Where You Can Find More Information

2
Incorporation of Documents by Reference

2
Cautionary Statement Regarding Forward-Looking Statements

3
Use of Proceeds

4
Description of Debt Securities

4
Plan of Distribution

23
Validity of the Securities

24
Experts

24

As used in this prospectus supplement, unless otherwise stated or the context otherwise requires:

· the "Company" refers to Schlumberger Investment SA;

· "Guarantor" or "Schlumberger Limited" refers to Schlumberger Limited, the ultimate parent of the Company;

· the "Schlumberger Group" refers to Schlumberger Limited and its consolidated subsidiaries, including the Company; and

· "we," "us" and "our" and similar expressions refer to Schlumberger Limited and its consolidated subsidiaries, including the Company, except

when used in connection with the "Notes," in which case these terms refer solely to the Company.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes we are offering and
certain other matters relating to us and our financial condition. The second part, the accompanying prospectus, gives more general information about
securities we may offer from time to time, some of which may not apply to the Notes. You should read this prospectus supplement along with the
accompanying prospectus, as well as the documents incorporated by reference in this prospectus supplement and

S-i
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5
Table of Contents
the accompanying prospectus. If the description of the Notes varies between this prospectus supplement and the accompanying prospectus, you should rely
on the information in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
related free writing prospectus issued by us or on our behalf. We have not, and the underwriters have not, authorized any person to provide you with
additional or different information. The information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
is accurate as of the date on the front cover of such documents only. Our business, properties, assets, results of operations or financial position may have
changed since that date. Neither the delivery of this prospectus supplement nor of the accompanying prospectus, nor any sale made thereunder, shall under
any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of such documents. We are not, and the
underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the documents incorporated by reference herein contain "forward-looking statements" within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking
statements. The opinions, forecasts, projections, or other statements other than statements of historical fact, are forward-looking statements. Similarly,
statements that describe future plans, objectives or goals or future revenues or other financial metrics are also forward-looking statements. Although we
believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurances that such expectations will prove to
have been correct.

Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "would," "should,"
"plans," "likely," "expects," "anticipates," "intends," "believes," "estimates," "thinks," "may" and similar expressions, are forward-looking statements.
The following important factors, in addition to those discussed under "Risk Factors" in the documents incorporated by reference herein, could affect the
future results of the energy industry in general, and the Company and the Guarantor in particular, and could cause those results to differ materially from
those expressed in or implied by such forward-looking statements: our forecasts or expectations regarding business outlook; growth for the Schlumberger
Group as a whole and for each of its segments (and for specified products or geographic areas within each segment); oil and natural gas demand and
production growth; oil and natural gas prices; improvements in operating procedures and technology, including our transformation program; capital
expenditures by us and the oil and gas industry; the business strategies of our customers; our effective tax rate; our Asset Performance Solutions projects,
joint ventures and alliances; our greenhouse gas emissions targets and progress against those targets; future global economic conditions; and future results
of operations. These statements are subject to risks and uncertainties, including, but not limited to, changing global economic conditions; public health
crises, such as the COVID-19 pandemic, and any related actions taken by businesses and governments; changes in exploration and production spending by
our customers and changes in the level of oil and natural gas exploration and development; the results of operations and financial condition of our
customers and suppliers, particularly during extended periods of low prices for crude oil and natural gas; general economic, political, and business
conditions in key regions of the world; foreign currency risk; pricing pressure; weather and seasonal factors; operational modifications, delays or
cancellations; production declines; changes in government regulations and regulatory requirements, including those related to offshore oil and gas
exploration, radioactive sources, explosives, chemicals, hydraulic fracturing services and climate-related initiatives; the inability of technology to meet new
challenges in exploration; the competitiveness of alternate-energy sources or product substitutes; and other risks and uncertainties detailed in this
prospectus supplement and in the Guarantor's filings with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences
of any such development changes), or should our underlying assumptions prove incorrect, actual outcomes may vary materially from those reflected in our
forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to
publicly update or revise any forward-looking statements except as required by law.

S-ii
Table of Contents
SUMMARY

This summary may not contain all of the information that may be important to you. You should read this summary together with this entire
prospectus supplement and the accompanying prospectus and the documents that we have incorporated herein by reference, including the "Risk
Factors" section of this prospectus supplement, and the Guarantor's Annual Report on Form 10-K for the year ended December 31, 2019 and its
subsequent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

Business

We are the world's leading provider of technology for reservoir characterization, drilling, production and processing to the oil and gas industry.
With product sales and services in more than 120 countries, we supply the industry's most comprehensive range of products and services, from
exploration through production, and integrated pore-to-pipeline solutions that optimize hydrocarbon recovery to deliver reservoir performance
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5
sustainably. As of March 31, 2020, we employed approximately 103,000 people representing over 170 nationalities.

We operate in each of the major oilfield service markets through four segments: Reservoir Characterization, Drilling, Production and Cameron.
Each segment consists of a number of technology-based service and product lines, or Technologies. These Technologies cover the entire life cycle of
the reservoir and correspond to a number of markets in which we hold leading positions. The role of the Technologies is to support the Schlumberger
Group in providing the best possible service to customers and to ensure that we remain at the forefront of technology development and services
integration. The Technologies are collectively responsible for driving performance throughout their businesses; overseeing operational processes,
resource allocation and personnel; and delivering superior financial results.

About the Guarantor

The Guarantor was founded in 1926 and incorporated in the former Netherlands Antilles as a public limited company on November 6, 1956 for
an unlimited duration. The Netherlands Antilles dissolved on October 10, 2010 and, pursuant to such dissolution, the Guarantor is now governed by
the applicable laws of Curaçao. It is entered in the Curaçao Commercial Register with company number 1674. The Guarantor is the ultimate parent of
the Company.

The Guarantor has executive offices in Paris, Houston, London and The Hague. The principal U.S. market for the Guarantor's common stock is
the New York Stock Exchange, where it is traded under the symbol "SLB."

About the Company

Legal and organizational status

Schlumberger Investment SA is a Société Anonyme incorporated on August 18, 2011 under the laws of the Grand Duchy of Luxembourg and
registered with the Luxembourg Register of Commerce and Companies under number B 163.122. Schlumberger Investment SA's registered office is
at 42-44 Avenue de la Gare, L-1610 Luxembourg and its telephone number is +3522848781045.

The Company is part of the Schlumberger Group and all of the shares of the Company are owned indirectly by the Guarantor.

S-1
Table of Contents
Activities

The Company has no subsidiaries, and its principal activities are debt issuance and intercompany group financing.

Recent Developments

Tender Offer for the Company's 3.300% Senior Notes due 2021

Concurrently with this offering, we commenced an offer to purchase for cash (the "Tender Offer") any and all of the Company's outstanding
3.300% senior notes due 2021 (the "2021 Notes"). As of June 17, 2020, there was $1,600,000,000 aggregate principal amount of the 2021 Notes
outstanding. The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2020 (as may be
amended or supplemented from time to time, the "Offer to Purchase"), and the accompanying notice of guaranteed delivery (together with the Offer to
Purchase, the "Tender Offer Documents"). We intend to fund the Tender Offer with a combination of cash on hand, which may include the net
proceeds from this offering, and borrowings under our commercial paper program. The Tender Offer will not be contingent on holders tendering any
minimum amount of the 2021 Notes. We may amend, extend or terminate the tender offer in our sole discretion pursuant to the terms and subject to
the conditions set forth in the Offer to Purchase. This offering is not conditioned upon completion of the Tender Offer. Nothing contained in this
prospectus supplement should be construed as an offer to purchase the 2021 Notes, as the Tender Offer is being made only to the recipients of the
Tender Offer Documents, upon the terms and subject to the conditions set forth therein.

S-2
Table of Contents
THE OFFERING

The following summary contains basic information about the Notes. It does not contain all the information that is important to you. For a more
complete understanding of the Notes, please refer to the section of this prospectus supplement entitled "Description of the Notes," including those
subsections to which we have referred you below.

Issuer
Schlumberger Investment SA.

Guarantor
Schlumberger Limited.
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5

Notes Offered
U.S.$900,000,000 principal amount of 2.650% Senior Notes due 2030.

Maturity Date
The Notes will mature on June 26, 2030.

Interest
The Notes will bear interest at 2.650% per annum, and interest will be payable semi-
annually on June 26 and December 26 of each year, commencing December 26, 2020.

Guarantee
The Guarantor will fully and unconditionally guarantee the principal of, and any premium
and interest on, the Notes and the Company's obligations under the indenture, as described
under "Description of the Notes--Guarantee."

The Notes will not be guaranteed by any of the Guarantor's subsidiaries.

Minimum Denomination
U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.

Optional Redemption
The Company may redeem some or all of the Notes at any time and from time to time at the
redemption prices described in this prospectus supplement plus accrued and unpaid interest
to the redemption date. See "Description of the Notes--Optional Redemption."

Optional Tax Redemption
In the event that, as a result of certain tax law changes, the Company (or the Guarantor)
becomes obligated to pay additional amounts as described under "Description of the Notes--
Additional Amounts," the Company (or the Guarantor) may redeem all of the Notes prior to
maturity at a redemption price equal to 100% of their principal amount plus accrued interest
to the date of redemption as described under "Description of the Notes--Redemption upon
Changes in Tax Law."

Payment of Additional Amounts
Any payments made by the Company, or the Guarantor under the Guarantee, will be made
without withholding or deduction for taxes imposed by any jurisdiction in which the
Company or the Guarantor is incorporated, organized or resident for tax purposes or through
which a payment is made on the Notes on their behalf. If any such withholding or deduction
is required with respect to Notes, the

S-3
Table of Contents
Company (or the Guarantor, if applicable) will pay, subject to certain exceptions, additional
amounts necessary so that the net amount received by the beneficial owners after the

withholding is not less than the amount that they would have received in the absence of the
withholding.

For more information on additional amounts and the situations in which the Company may

be required to pay additional amounts, see "Description of the Notes--Additional Amounts."

Ranking
The Notes will rank equally and ratably with all other unsecured and unsubordinated
indebtedness of the Company.

The Guarantee will rank equally and ratably with all other unsecured and unsubordinated

indebtedness of the Guarantor.

See "Description of the Notes--Ranking of the Notes and Guarantee."

Certain Covenants
The Company will issue the Notes under an indenture with The Bank of New York Mellon,
as trustee, as supplemented by a supplemental indenture (as supplemented, the "Indenture").
The Indenture will, among other things, restrict the ability of the Guarantor, the Company
and the Guarantor's other subsidiaries to:

· incur indebtedness secured by liens on specified restricted properties; and

· consolidate or merge under specific circumstances.

For more details, see "Description of the Notes--Certain Covenants."

Use of Proceeds
The net proceeds from the offering will be used to fund a portion of the Tender Offer. To the
extent any net proceeds exceed the amount necessary to fund the Tender Offer, we intend to
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5
use such remaining net proceeds for general corporate purposes, including the repayment of
existing indebtedness. To the extent any of the underwriters or their affiliates hold a portion
of the notes subject to the Tender Offer, they may tender such notes pursuant to the terms of
the Tender Offer and accordingly may receive or be deemed to receive a portion of the net
proceeds from this offering. See "Recent Developments--Tender Offer for the Company's
3.300% Senior Notes due 2021" and "Use of Proceeds."

Absence of a Public Market for the Notes
The Notes are new securities and there is currently no existing market for the Notes.
Accordingly, there can be no assurances as to the development or liquidity of any market for
the Notes.

Further Issuances
The Company may, from time to time, without notice to or the consent of the registered
holders of the Notes, create and issue

S-4
Table of Contents
additional Notes having the same terms as, and ranking equally and ratably with, any of the
outstanding Notes in all respects. Such additional Notes will also be fully and

unconditionally guaranteed by the Guarantor (on the same terms and with the same ranking
as the Guarantee for the Notes). See "Description of the Notes--Further Issuances."

Assumption by a Subsidiary
Any subsidiary of the Guarantor may, at its option, assume the obligations of the Company as
the issuer of the Notes and the Company will be released from its liability as obligor under
the Notes. See "Description of the Notes--Assumption by a Subsidiary."

Governing Law
The Indenture, including the Guarantee contained therein, and the Notes shall be governed
by, and construed in accordance with, the laws of the State of New York. The application of
the provisions of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August
1915 on commercial companies, as amended, is hereby expressly excluded.

Trustee, Registrar, Paying Agent and Transfer Agent
The Bank of New York Mellon.

S-5
Table of Contents
RISK FACTORS

You should carefully consider the risks described below and in the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors"
sections of the Guarantor's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020, including the risk factor disclosed in Item 8.01 of the Guarantor's Current Report on Form 8-K filed on April 17,
2020, before making a decision to invest in the Notes. If any of the matters included in the "Risk Factors" sections were to occur, the Schlumberger
Group's business, properties, assets, financial condition, results of operations, cash flows or prospects could be materially adversely affected. Additional
risks and uncertainties not currently known to the Schlumberger Group or that the Schlumberger Group currently deems immaterial may also adversely
affect the Schlumberger Group's business, reputation, financial condition, results of operations, cash flows and prospects.

The COVID-19 pandemic has significantly reduced demand for our services, and has had, and may continue to have, a material adverse impact on
our financial condition, results of operations and cash flows.

The effects of the COVID-19 (coronavirus) pandemic, including actions taken by businesses and governments, have resulted in a significant and
swift reduction in international and U.S. economic activity. These effects have adversely affected the demand for oil and natural gas, as well as for our
services and products. The collapse in the demand for oil caused by this unprecedented global health and economic crisis, coupled with oil oversupply, has
had, and is reasonably likely to continue to have, a material adverse impact on the demand for our services and products. The decline in our customers'
demand for our services and products has had, and is likely to continue to have, a material adverse impact on our financial condition, results of operations
and cash flows.

While the full impact of the COVID-19 outbreak is not yet known, we are closely monitoring the effects of the pandemic on commodity demands and
on our customers, as well as on our operations and employees. These effects have included, and may continue to include, adverse revenue and net income
effects; disruptions to our operations; customer shutdowns of oil and gas exploration and production; employee impacts from illness, school closures and
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5
other community response measures; and temporary closures of our facilities or the facilities of our customers and suppliers.

The extent to which our operating and financial results are affected by COVID-19 will depend on various factors and consequences beyond our
control, such as the duration and scope of the pandemic; additional actions by businesses and governments in response to the pandemic; and the speed and
effectiveness of responses to combat the virus. COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, could
also aggravate the other risk factors that we identify in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. COVID-19 may
also materially adversely affect our operating and financial results in a manner that is not currently known to us or that we do not currently consider to
present significant risks to our operations.

The Company's and the Guarantor's ability to service their debt depends on the Schlumberger Group's future performance, which may not
generate cash required to service their debt.

The Company's ability to make scheduled payments on the Notes depends on the Schlumberger Group's future operating and financial performance
and ability to generate cash. This will be affected by the 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. If the Schlumberger Group cannot generate sufficient
cash to meet its debt service obligations or fund its other business needs, the Company or the Guarantor may, among other things, need to refinance all or a
portion of its obligations, including the

S-6
Table of Contents
Notes or the Guarantee, obtain additional financing, delay planned acquisitions or capital expenditures, or sell assets. No assurance can be given that the
Company or the Guarantor will be able to generate sufficient cash through any of the foregoing. If the Company 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 Notes and the Guarantee will be subordinated to any secured indebtedness of the Company and the Guarantor.

The Notes will be unsecured and unsubordinated obligations of the Company and will rank pari passu in right of payment with all other existing and
future unsecured and unsubordinated indebtedness of the Company and senior in right of payment to all subordinated indebtedness of the Company, 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 Company 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 Company 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 holders of the Notes.

The Guarantee and the Notes will be structurally subordinated to the obligations of the Guarantor's subsidiaries other than the Company.

The Guarantor currently conducts its operations through its subsidiaries. The Company currently has no subsidiaries, and its principal activities are
debt issuance and intercompany group financing. Accordingly, the Guarantor's ability to meet its obligations, including payment of principal and interest
(including any additional amounts), on the Guarantee, depends on earnings and cash flows of its subsidiaries and the ability of its subsidiaries to pay
dividends or advance or repay funds to it. In addition, any of the Guarantor's rights (including the rights of the holders of the Notes) to participate in the
assets of any of its subsidiaries (other than the Company) upon any liquidation or reorganization of any such subsidiary will be subject to the prior claims
of that subsidiary's creditors (except to the extent that the Guarantor may itself be a creditor of that subsidiary), including that subsidiary's trade creditors
and the Guarantor's creditors who have obtained guarantees from such subsidiaries.

As a result, the Guarantee will be structurally subordinated to the obligations and liabilities of all of the Guarantor's subsidiaries (other than the
Company's obligations and liabilities with respect to the Notes). As of March 31, 2020, the Guarantor had accounts payable and accrued liabilities of
approximately U.S.$10.2 billion. In addition, the Indenture governing the Notes will permit the Guarantor's subsidiaries, including the Company, to incur
additional indebtedness, including an unlimited amount of unsecured indebtedness and will not contain any limitation on the amount of other liabilities,
such as trade payables, that may be incurred by its subsidiaries.

There is currently no trading market for the Notes and an active trading market for the Notes may not develop, in which case you may not be
able to resell the Notes.

There is no existing trading market for the Notes and we do not intend to list them on any securities exchange or automated quotation system. As a
result, an active or liquid trading market for the Notes may not develop, or if one does develop, it may not be sustained. Future liquidity will depend on,
among other things, the number of holders of the Notes, our and the Guarantor's financial performance, the market for similar securities and the interest of
securities dealers in making a market in the Notes. In addition, changes in the overall market for investment grade securities and changes in our or the
Guarantor's financial performance or in the markets where we operate may adversely affect the liquidity of the trading market in the Notes and the market
price

S-7
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5
Table of Contents
quoted for the Notes. The market, if any, for the Notes may be subject to disruptions that may cause substantial volatility in their prices. Any disruptions
may have an adverse effect on the holders of the Notes.

You may be unable to recover in civil proceedings for U.S. securities laws violations.

The Company is organized under the laws of Luxembourg and does not have any assets in the United States. It is anticipated that some or all of the
directors and executive officers of the Company will be nonresidents of the United States and that all or a majority of their assets will be located outside the
United States. As a result, it may not be possible for investors to effect service of process within the United States upon the Company or its directors and
executive officers, or to enforce any judgments obtained in U.S. courts predicated upon civil liability provisions of the U.S. securities laws. In addition, the
Company cannot assure you that civil liabilities predicated upon the federal securities laws of the United States will be enforceable in Luxembourg.

S-8
Table of Contents
USE OF PROCEEDS

We estimate that the net proceeds (after deducting the underwriting discount and the estimated expenses of the offering payable by us) from the sale
of the Notes will be approximately U.S.$891,422,000. The net proceeds from the offering will be used to fund a portion of the Tender Offer. To the extent
any net proceeds exceed the amount necessary to fund the Tender Offer, we intend to use such remaining net proceeds for general corporate purposes,
including the repayment of existing indebtedness.

As of June 17, 2020, there was $1,600,000,000 aggregate principal amount of the 2021 Notes outstanding. To the extent any of the underwriters or
their affiliates hold a portion of the notes subject to the Tender Offer, they may tender such notes pursuant to the terms of the Tender Offer and accordingly
may receive or be deemed to receive a portion of the net proceeds from this offering.

S-9
Table of Contents
CAPITALIZATION

The following table sets forth the Guarantor's and its consolidated subsidiaries' unaudited capitalization as of March 31, 2020:

· on an actual basis;

· as adjusted to give effect to the sale of 1,000,000,000 1.375% Guaranteed Notes due 2026 and 1,000,000,000 2.000% Guaranteed Notes due

2032 issued by Schlumberger Finance B.V. and guaranteed by Schlumberger Limited in May 2020 (based on an exchange rate of US$1.00 to
0.9065 as of March 31, 2020); and

· as further adjusted to give effect to (i) the sale of the Notes in this offering and (ii) the use of the net proceeds from this offering, together with

cash on hand to finance the Tender Offer as set forth under "Use of Proceeds."

This table should be read in conjunction with the Guarantor's and its consolidated subsidiaries' unaudited consolidated financial statements and the
related notes as reported in the Guarantor's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, which is incorporated by
reference in this prospectus supplement and accompanying prospectus. See "Incorporation of Documents by Reference."

As of March 31, 2020

As Further

Actual
As Adjusted
Adjusted(a)

(dollars in millions)

Debt:

Short term borrowings and current portion of long-term debt

$ 1,233
$
1,233
$
1,233
Long-term debt

15,409

17,165
15,565
Notes offered hereby

--

--

900

Total debt

16,642

18,848
17,698
Schlumberger Limited stockholders' equity

15,561

15,561
15,561

Total capitalization

$32,203
$ 34,409
$ 33,259

(a) Assumes that $1,600,000,000 aggregate principal amount of the 2021 Notes are tendered and accepted for purchase in the Tender Offer, which
assumption does not reflect the total consideration amount to be paid in the Tender Offer to purchase the 2021 Notes or any accrued and unpaid
interest on the 2021 Notes. There can be no assurance as to the principal amount of 2021 Notes that will be tendered or accepted for purchase
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5
pursuant to the Tender Offer.

S-10
Table of Contents
DESCRIPTION OF THE NOTES

Schlumberger Investment SA (the "Company") is offering U.S.$900,000,000 principal amount of its 2.650% Senior Notes due 2030 (the "Notes").
The Notes are to be issued under an indenture, dated December 3, 2013, as supplemented by a supplemental indenture to be dated as of the closing date of
this offering (as supplemented, the "Indenture"), among the Company, Schlumberger Limited, as guarantor (the "Guarantor"), and The Bank of New York
Mellon, as trustee (the "Trustee"). When we refer to the Indenture, we are referring to such indenture, as so supplemented, unless the context requires
otherwise. The Guarantor will fully and unconditionally guarantee the Notes under a guarantee contained in the Indenture (the "Guarantee"). The terms of
the Notes include those stated in the Indenture. Copies of the Indenture are available as set forth under "Where You Can Find More Information."

The Indenture does not limit the amount of debt that may be issued thereunder. The Company may issue debt securities from time to time under the
Indenture in separate series (each, a "series"), each up to the aggregate principal amount authorized by the Company for such series. The Notes will
constitute a single series of debt securities under the Indenture.

As used in this "Description of the Notes," the terms "we," "us" and "our" and similar expressions refer to the Company; and the terms "Guarantor"
and "Schlumberger Limited" refer to our parent company, Schlumberger Limited, and not to any of its subsidiaries, in each case unless otherwise stated or
the context otherwise requires.

The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. We urge you to
read the Indenture because it, and not this description, defines your rights as holders of the Notes. Certain defined terms used in this description but not
defined below have the meanings assigned to them in the Indenture.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

General

The Notes are initially issuable in an aggregate principal amount of U.S.$900,000,000 and will mature on June 26, 2030. Interest on the Notes will be
payable in U.S. dollars at the office of the Paying Agent in the Borough of Manhattan, the City of New York, New York, or, at the Company's option, by
check mailed to the address of the registered holder or, with respect to any global Note or upon application by the holder of a definitive, non-global Note to
the specified office of any Paying Agent not less than 15 days before the due date of any payment, by wire transfer to a U.S. dollar account. Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. At final maturity, 100% of the principal amount of the Notes then maturing
will be due and payable, plus accrued and unpaid interest to the applicable maturity date.

The Company may create and issue additional Notes under the Indenture with the same terms as the Notes offered hereby (other than the date of
issuance and in certain circumstances the date from which interest thereon will begin to accrue). The Notes issued by the Company and any additional
Notes subsequently issued by the Company under the Indenture will be treated as a single class for all purposes under the Indenture, including, without
limitation, waivers, amendments and redemptions. See "--Further Issuances."

The Notes will be issued only in registered form without interest coupons, in minimum denominations of U.S.$2,000 and in integral multiples of
U.S.$1,000 in excess thereof.

The Notes will bear interest at 2.650% per annum. Interest on the Notes will accrue from June 26, 2020 and will be payable by the Company on
June 26 and December 26 of each year, beginning on December 26, 2020 to

S-11
Table of Contents
the person in whose name such Note is registered, subject to certain exceptions as provided in the Indenture, at the close of business on the June 11 and
December 11 immediately preceding such interest payment date (whether or not a business day).

The Notes are not subject to any mandatory redemption or any sinking fund provision.

Guarantee

Schlumberger Limited will fully and unconditionally guarantee the due and punctual payment of the principal of, and any premium and interest on,
the Notes, and all other amounts payable under the Indenture when and as they become due and payable, whether at maturity, upon acceleration, by call for
redemption, repayment or otherwise in accordance with the terms of the Indenture. The Notes will not be guaranteed by any of the Guarantor's
subsidiaries.

https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

424B5
Schlumberger Limited will:

· agree that, if an Event of Default occurs under any of the Notes, its obligations under the Guarantee will be absolute and unconditional and will be

enforceable irrespective of any invalidity, irregularity or unenforceability of the Indenture or any supplement thereto; and

· waive its right to require the Trustee or the holders of any of the Notes to pursue or exhaust their legal or equitable remedies against the Company

before exercising their rights under the Guarantee.

Ranking of the Notes and Guarantee

The Notes will be:

· senior unsecured obligations of the Company and will rank equally and ratably with all of the Company's other unsecured and unsubordinated

indebtedness; and

· guaranteed on a senior unsecured basis by the Guarantor, which Guarantee will rank equally and ratably with all other unsecured and

unsubordinated indebtedness of the Guarantor.

Additional Amounts

All payments made by the Company under or with respect to the Notes, or by the Guarantor with respect to the Guarantee, will be made free and
clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, assessment or other governmental charge,
including any related interest, penalties or additions to tax ("Taxes") unless the withholding or deduction of such Taxes is then required by law or by
interpretation or administration of law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any
jurisdiction in which the Company (or a successor), or the Guarantor (or a successor), is then incorporated, organized or resident for tax purposes or any
political subdivision thereof or therein (each, a "Relevant Tax Jurisdiction") or (2) any jurisdiction from or through which payment is made or deemed
made or in which the Company or a Guarantor is doing or deemed to be doing business by or on behalf of the Company, or the Guarantor (including the
jurisdiction of any Paying Agent for the Notes) or any political subdivision thereof or therein (each, together with each Relevant Tax Jurisdiction, a "Tax
Jurisdiction") will at any time be required to be made from any payments made or deemed made by or on behalf of the Company under or with respect to
the Notes, as applicable, or the Guarantor under or with respect to the Guarantee, including payments of principal, redemption price, interest or premium,
the Company or the Guarantor, as applicable, will pay such additional amounts (the "Additional Amounts") as may be necessary in order that the net
amounts received in respect of such payments by each beneficial owner of the Notes after such withholding, deduction or imposition (including any such
withholding, deduction or imposition from such Additional Amounts) will equal the respective amounts that would have been received in respect of such
payments in the

S-12
Table of Contents
absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:

(1)
any Taxes, to the extent such Taxes would not have been imposed but for the existence of any actual or deemed present or former connection
between the holder or the beneficial owner of such Notes and the applicable Tax Jurisdiction (including, without limitation, being or having

been a national, resident or citizen of, being or having been engaged in a trade or business in, being or having been physically present in, or
having or having had a permanent establishment in, such jurisdiction for Tax purposes), other than the holding of such Note, the enforcement
of rights under such Note or under the Guarantee or the receipt of any payments in respect of such Note or Guarantee;

(2)
any Taxes, to the extent such Taxes were imposed as a result of the presentation of such Note for payment (where presentation is required)

more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have
been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);

(3)
any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;

(4)
any Tax imposed on or with respect to any payment by the Company or Guarantor to the holder if such holder is a fiduciary, partnership,

limited liability company or other person other than the sole beneficial owner of such payment to the extent that Taxes would not have been
imposed on such payment had such holder been the sole beneficial owner of such Note;

(5)
any Taxes withheld, deducted or imposed on a payment to an individual that are required to be made pursuant to European Council Directive

2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the
taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;

(6)
Taxes imposed on or with respect to a payment made to a holder of such Note who would have been able to avoid such withholding or

deduction by presenting such Note (where presentation is required) to another Paying Agent;

(7)
any Taxes payable other than by deduction or withholding from payments under, or with respect to, such Notes or the Guarantee;

(8)
any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the holder or beneficial owner of such Note to comply
with any written request of the Company or the Guarantor to satisfy any certification, identification, information or other reporting
requirements, whether required by statute, treaty, regulation or administrative practice of the applicable Tax Jurisdiction, as a precondition to

exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the applicable Tax Jurisdiction (including, without
limitation, a certification that the holder or beneficial owner is not resident in such Tax Jurisdiction), but in each case, only to the extent the
holder or beneficial owner is legally entitled to provide such certification or documentation; or
https://www.sec.gov/Archives/edgar/data/87347/000119312520172653/d943574d424b5.htm[6/19/2020 9:34:16 AM]

Document Outline

#1">
- #1">