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S-3ASR Filing
Schlumberger Limited (SLB) S-3ASRAutomatic shelf registration
Filed: 26 Aug 13, 12:00am
Exhibit 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
¨ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York | 13-5160382 | |
(State of incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
One Wall Street, New York, NY | 10286 | |
(Address of principal executive offices) | (Zip code) |
SCHLUMBERGER INVESTMENT SA
(Exact name of obligor as specified in its charter)
Luxembourg | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
5 Avenue Gaston Diderich Luxembourg | L-1420 | |
(Address of principal executive offices) | (Zip code) |
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact name of obligor as specified in its charter)
Curaçao | 52-0684746 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
42, rue Saint-Dominique Paris, France | 75007 | |
5599 San Felipe, 17th Floor | ||
Houston, Texas Parkstraat 83, The Hague | 77056 | |
The Netherlands | 2514 JG | |
(Address of principal executive offices) | (Zip code) |
Senior Debt Securities of Schlumberger Investment SA
Guarantees of Senior Debt Securities of Schlumberger Investment SA by Schlumberger Limited
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State of New York | One State Street, New York, NY 10004-1417 | |
Federal Reserve Bank of New York | 33 Liberty Street New York, NY 10045 | |
Federal Deposit Insurance Corporation | 550 17th Street, N.W. Washington, D.C. 20429
3501 N. Fairfax Drive Arlington, VA 22226 | |
The Clearing House Association, L.L.C. | 450 West 33rd Street New York, NY 10001 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligors. |
If any of the obligors is an affiliate of the trustee, describe each such affiliation.
None.
3-15. | Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of The Bank of New York Mellon’s knowledge, the obligors are not in default on any securities issued under indentures under which The Bank of New York Mellon acts as trustee and the trustee is not a foreign trustee as provided under Item 15. |
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York and formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to FormT-1 filed with Registration StatementNo. 33-6215, Exhibits 1a and 1b to FormT-1 filed with Registration Statement No. 33-21672, Exhibit 1 to FormT-1 filed with Registration StatementNo. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735.) |
4. | A copy of the existingBy-Laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-187736). |
6. | The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to FormT-1 filed with Registration StatementNo. 333-152735.) |
7. | A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 22nd day of August, 2013.
THE BANK OF NEW YORK MELLON | ||
By: | /s/Laurence J. O’Brien | |
Laurence J. O’Brien Vice President |
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2013, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar amounts in thousands | ||||
ASSETS | ||||
Cash and balances due from depository institutions: | ||||
Noninterest-bearing balances and currency and coin | 5,547,000 | |||
Interest-bearing balances | 109,455,000 | |||
Securities: | ||||
Held-to-maturity securities | 13,784,000 | |||
Available-for-sale securities | 87,504,000 | |||
Federal funds sold and securities purchased under agreements to resell: | ||||
Federal funds sold in domestic offices | 119,000 | |||
Securities purchased under agreements to resell | 3,072,000 | |||
Loans and lease financing receivables: | ||||
Loans and leases held for sale | 0 | |||
Loans and leases, net of unearned income | 31,852,000 | |||
LESS: Allowance for loan and lease losses | 199,000 | |||
Loans and leases, net of unearned income and allowance | 31,653,000 | |||
Trading assets | 5,889,000 | |||
Premises and fixed assets (including capitalized leases) | 1,150,000 | |||
Other real estate owned | 3,000 | |||
Investments in unconsolidated subsidiaries and associated companies | 1,047,000 | |||
Direct and indirect investments in real estate ventures | 0 | |||
Intangible assets: | ||||
Goodwill | 6,412,000 | |||
Other intangible assets | 1,356,000 | |||
Other assets | 14,348,000 | |||
|
| |||
Total assets | 281,339,000 | |||
|
|
LIABILITIES | ||||
Deposits: | ||||
In domestic offices | 119,068,000 | |||
Noninterest-bearing | 74,829,000 | |||
Interest-bearing | 44,239,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 117,772,000 | |||
Noninterest-bearing | 7,818,000 | |||
Interest-bearing | 109,954,000 | |||
Federal funds purchased and securities sold under agreements to repurchase: | ||||
Federal funds purchased in domestic offices | 2,780,000 | |||
Securities sold under agreements to repurchase | 5,034,000 | |||
Trading liabilities | 6,337,000 | |||
Other borrowed money: | ||||
(includes mortgage indebtedness and obligations under capitalized leases) | 3,227,000 | |||
Not applicable | ||||
Not applicable | ||||
Subordinated notes and debentures | 1,065,000 | |||
Other liabilities | 7,206,000 | |||
|
| |||
Total liabilities | 262,489,000 | |||
|
| |||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 1,135,000 | |||
Surplus (exclude all surplus related to preferred stock) | 9,820,000 | |||
Retained earnings | 8,704,000 | |||
Accumulated other comprehensive income | -1,159,000 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 18,500,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 350,000 | |||
Total equity capital | 18,850,000 | |||
|
| |||
Total liabilities and equity capital | 281,339,000 | |||
|
|
I, Thomas P. Gibbons, Chief Financial Officer of theabove-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Gerald L. Hassell | ||||||
Catherine A. Rein | Directors | |||||
Michael J. Kowalski | ||||||