Bond Equinox 4.25% ( US85771PAE25 ) in USD

Equinox

100 % ▲

Norway

US85771PAE25 ( in USD )

4.25% per year ( payment 2 times a year)

22/11/2041

Prospectus brochure of the bond Equinor US85771PAE25 en USD 4.25%, maturity 22/11/2041

1 000 USD

650 000 000 USD

85771PAE2

AA- ( High grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

23/11/2025 ( In 142 days )

Equinor is an international energy company headquartered in Norway, engaged in exploration and production of oil and gas, renewable energy, and low-carbon solutions.

The Bond issued by Equinox ( Norway ) , in USD, with the ISIN code US85771PAE25, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/11/2041

The Bond issued by Equinox ( Norway ) , in USD, with the ISIN code US85771PAE25, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Equinox ( Norway ) , in USD, with the ISIN code US85771PAE25, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS 2
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount of
Maximum Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)

$650,000,000 1.800% Notes due 2016

$650,000,000
$74,490

Guarantees of $650,000,000 1.800% Notes due 2016

--

(2)

$750,000,000 3.150% Notes due 2022

$750,000,000
$85,950

Guarantees of $750,000,000 3.150% Notes due 2022

--

(2)

$350,000,000 4.250% Notes due 2041

$350,000,000
$40,110

Guarantees of $350,000,000 4.250% Notes due 2041

--

(2)

TOTAL
$1,750,000,000
$200,550

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Prospectus Supplement
Filed pursuant to Rule 424(b)(2)
November 16, 2011
Registration Statement Nos. 333-167092
(To prospectus dated May 26, 2010)

and 333-167092-01
$650,000,000 1.800% Notes due 2016
$750,000,000 3.150% Notes due 2022
$350,000,000 4.250% Notes due 2041
Guaranteed as to Payment of Principal and Interest by Statoil Petroleum AS
(a wholly-owned subsidiary of Statoil ASA)
The 1.800% notes due 2016 (the "2016 notes") will bear interest at the rate of 1.800% per year. The 3.150% notes due 2022
(the "2022 notes") will bear interest at the rate of 3.150% per year. The 4.250% notes due 2041 (the "2041 notes", and together with
the 2016 notes and the 2022 notes, the "notes") will bear interest at the rate of 4.250% per year. Statoil ASA will pay interest on the
2016 notes and the 2041 notes on each May 23 and November 23, commencing on May 23, 2012. Statoil ASA will pay interest on the
2022 notes on each January 23 and July 23, commencing on January 23, 2012. The 2016 notes will mature on November 23, 2016.
The 2022 notes will mature on January 23, 2022. The 2041 notes will mature on November 23, 2041.
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The notes are unsecured and will rank equally with all of Statoil ASA's other unsecured and unsubordinated indebtedness from
time to time outstanding.
Statoil ASA may redeem the notes of any series in whole or in part at any time and from time to time at the applicable
make-whole redemption price set forth in this prospectus supplement. In addition, Statoil ASA or Statoil Petroleum AS may redeem
the notes of any series in whole and not in part if certain tax events occur as described in this prospectus supplement.
The notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Investment in these securities involves certain risks. See "Risk Factors" beginning on page 3 of the accompanying
prospectus and on page 152 of Statoil ASA's Annual Report on Form 20-F for the year ended December 31, 2010 for a
discussion of certain risks that you should consider in connection with an investment in the notes.
Per
Per
2016
Total for
2022
Total for
Per
Total for

Note

2016 Notes
Note

2022 Notes
2041 Note
2041 Notes

Public
Offering
Price(1)
99.838%$648,947,000 99.830%$748,725,000 100.000%$350,000,000
Underwriting
Discount 0.350%$ 2,275,000 0.450%$ 3,375,000 0.875%$ 3,062,500
Proceeds,
before
expenses,
to Statoil
ASA(1)
99.488%$646,672,000 99.380%$745,350,000 99.125%$346,937,500
(1)
Interest on the notes will accrue from November 23, 2011.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust
Company for the accounts of its direct and indirect participants (including Euroclear S.A./N.V., as operator of the Euroclear System,
and Clearstream Banking, S.A.) on or about November 23, 2011.
Joint Book-Running Managers

Deutsche Bank
BofA Merrill Lynch
Securities

J.P. Morgan
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The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an
invitation on Statoil ASA's ("Statoil") or Statoil Petroleum AS's ("Statoil Petroleum") behalf or on behalf of the underwriters, to
subscribe to or purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone, in any
jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation. See "Underwriting" below.
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DESCRIPTION OF NOTES AND GUARANTEES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of
Debt Securities and Guarantees" beginning on page 13 of the accompanying prospectus. If anything described in this section is
inconsistent with the terms described under "Description of Debt Securities and Guarantees" in the accompanying prospectus, the
terms described below shall prevail.
1.800% Notes due 2016 (the "2016 notes")
·
Issuer: Statoil ASA.
·
Guarantor: Statoil Petroleum AS.
·
Title: 1.800% Notes due 2016.
·
Total initial principal amount being issued: $650,000,000.
·
Issuance date: November 23, 2011.
·
Maturity date: November 23, 2016.
·
Interest Rate: 1.800% per annum.
·
Date interest starts accruing: November 23, 2011.
·
Interest payment dates: Each May 23 and November 23.
·
First interest payment date: May 23, 2012.
·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is
a business day.
·
Make Whole Spread: 15 basis points.
·
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders,
"reopen" the 2016 notes and issue an unlimited principal amount of additional 2016 notes in one or more transactions
subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue price and, possibly, the
first interest payment date and the date interest starts accruing) identical to the 2016 notes issued hereby. These additional
2016 notes will be deemed part of the same series as the 2016 notes offered hereby and will provide the holders of these
additional 2016 notes the right to vote together with holders of the 2016 notes issued hereby. Statoil may reopen the 2016
notes only if the additional 2016 notes issued will be fungible with the original 2016 notes for United States federal income
tax purposes.
·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $646,672,000.
3.150% Notes due 2022 (the "2022 notes")
·
Issuer: Statoil ASA.
·
Guarantor: Statoil Petroleum AS.
·
Title: 3.150% Notes due 2022.
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·
Total initial principal amount being issued: $750,000,000.
·
Issuance date: November 23, 2011.
·
Maturity date: January 23, 2022.
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·
Interest Rate: 3.150% per annum.
·
Date interest starts accruing: November 23, 2011.
·
Interest payment dates: Each January 23 and July 23.
·
First interest payment date: January 23, 2012. Short first coupon.
·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is
a business day.
·
Make Whole Spread: 20 basis points.
·
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders,
"reopen" the 2022 notes and issue an unlimited principal amount of additional 2022 notes in one or more transactions
subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue price and, possibly, the
first interest payment date and the date interest starts accruing) identical to the 2022 notes issued hereby. These additional
2022 notes will be deemed part of the same series as the 2022 notes offered hereby and will provide the holders of these
additional 2022 notes the right to vote together with holders of the 2022 notes issued hereby. Statoil may reopen the 2022
notes only if the additional 2022 notes issued will be fungible with the original 2022 notes for United States federal income
tax purposes.
·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $745,350,000.
4.250% Notes due 2041 (the "2041 notes")
·
Issuer: Statoil ASA.
·
Guarantor: Statoil Petroleum AS.
·
Title: 4.250% Notes due 2041.
·
Total initial principal amount being issued: $350,000,000.
·
Issuance date: November 23, 2011.
·
Maturity date: November 23, 2041.
·
Interest Rate: 4.250% per annum.
·
Date interest starts accruing: November 23, 2011.
·
Interest payment dates: Each May 23 and November 23.
·
First interest payment date: May 23, 2012.
·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is
a business day.
·
Make Whole Spread: 20 basis points.
·
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders,
"reopen" the 2041 notes and issue an unlimited principal amount of additional 2041 notes in one or more transactions
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subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue price and, possibly, the
first interest payment date and the date interest starts accruing) identical to the 2041 notes issued hereby. These additional
2041 notes will be deemed part of the same series as the 2041 notes offered hereby and will provide the holders of these
additional 2041 notes the right to vote together with holders of the 2041 notes issued hereby.
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Statoil may reopen the 2041 notes only if the additional 2041 notes issued will be fungible with the original 2041 notes for
United States federal income tax purposes.
·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $346,937,500.
The following terms apply to each series of the notes:
·
Guarantee: Payment of the principal of and interest on the notes is guaranteed by Statoil Petroleum AS. For more
information about the guarantee, you should read "Description of Debt Securities and Guarantees" beginning on page 13 of the
accompanying prospectus.
·
Denomination: The notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
·
Business day: If any payment is due in respect of the notes on a day that is not a business day, it will be made on the next
following business day, provided that no interest will accrue on the payment so deferred. A "business day" for these purposes
is any weekday on which banking or trust institutions in neither New York nor Oslo are authorized generally or obligated by
law, regulation or executive order to close.
·
Day count: 30/360.
·
Day count convention: Following unadjusted.
·
Ranking: The notes are unsecured and will rank equally with all of Statoil's other unsecured and unsubordinated
indebtedness from time to time outstanding.
·
Redemption: The notes are not redeemable, except, in the case of each series of notes, as described below under "Optional
tax redemption" and "Optional make-whole redemption".
·
Optional tax redemption: Statoil and Statoil Petroleum have the option to redeem the notes of any series, in whole and not
in part, in the two situations described below at a redemption price equal to the principal amount of the applicable series of
the notes plus accrued interest and any additional amounts due on the date fixed for redemption upon providing between 30
and 60 days' notice.
The first situation is where, as a result of changes in or amendment to, or changes in the official application or interpretation of,
any laws or regulations or rulings, or changes in the official application or interpretation of, or any execution of or amendment to, any
treaties on or after November 23, 2011 in the jurisdiction where Statoil or Statoil Petroleum is incorporated or, if different tax
resident, Statoil or Statoil Petroleum, as applicable, would be required to pay additional amounts as described below under "Payment
of additional amounts". If Statoil or Statoil Petroleum is succeeded by another entity, the applicable jurisdiction will be the
jurisdiction in which such successor entity is organized or incorporated or, if different, tax resident, and the applicable date will be
the date the entity became a successor. Statoil or Statoil Petroleum do not have the option to redeem in this case if either Statoil or
Statoil Petroleum, as applicable, could have avoided the payment of additional amounts or the deduction or withholding by using
reasonable measures available to Statoil or Statoil Petroleum, as applicable.
The second situation is where, following a merger, consolidation, sale or lease of Statoil's or Statoil Petroleum's assets to a
person that assumes Statoil's or Statoil Petroleum's obligations under the applicable series of the notes, that person is required to pay
additional amounts as described below under "Payment of additional amounts". Statoil, Statoil Petroleum or the other person would
have the option to redeem the applicable series of the notes in this situation even if the additional amounts became payable
immediately after such assumption. Neither Statoil, Statoil Petroleum nor that person has any obligation under the indenture to seek to
avoid the obligation to pay additional amounts in this situation. Statoil,
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Statoil Petroleum or the other person, as applicable, shall deliver to the trustee an officer's certificate to the effect that the
circumstances required for redemption exist.
·
Optional make whole redemption: Statoil has the right to redeem the notes of any series, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the applicable series of
notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on
the applicable series of notes to be redeemed (not including any portion of payments of interest accrued to the redemption
date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the treasury rate plus 15 basis points in the case of the 2016 Notes and 20 basis points in the case of the 2022 Notes and
2041 Notes, plus accrued and unpaid interest to the date of redemption. For purposes of determining the optional make-whole
redemption price, the following definitions are applicable. "Treasury rate" means, with respect to any redemption date, the
rate per year equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the comparable
treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to
the comparable treasury price for such redemption date. "Comparable treasury issue" means the U.S. Treasury security or
securities selected by the quotation agent as having an actual or interpolated maturity comparable to the remaining term of the
applicable series of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of such notes. "Comparable treasury price" means, with respect to any redemption date, the average of the reference treasury
dealer quotations for such redemption date. "Quotation agent" means one of the reference treasury dealers appointed by
Statoil. "Reference treasury dealer" means Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, or their respective affiliates which are primary U.S. government securities dealers, and
their respective successors, and two other primary U.S. government securities dealers selected by Statoil, provided, however,
that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a "primary
treasury dealer"), Statoil shall substitute therefor another primary treasury dealer. "Reference treasury dealer quotations"
means with respect to each reference treasury dealer and any redemption date, the average, as determined by the quotation
agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the quotation agent by such reference treasury dealer at 3:30 p.m. New York time on the third
business day preceding such redemption date.
·
Payment of additional amounts: None payable under current law. The government or any political subdivision or taxing
authority of such government of any jurisdiction where Statoil or Statoil Petroleum is incorporated (currently the Kingdom of
Norway) or, if different, tax resident may require Statoil or Statoil Petroleum to withhold amounts from payments on the
principal or interest on the notes of any series or payment under the guarantees for taxes, assessments or any other
governmental charges. If any such jurisdiction requires a withholding of this type, Statoil or Statoil Petroleum may be required
to pay the noteholder additional amounts so that the net amount the noteholder receives will be the amount specified in the
applicable series of the notes. However, in order for the noteholder to be entitled to receive the additional amounts, the
noteholder must not be resident in the jurisdiction that requires the withholding. Statoil and Statoil Petroleum will not have to
pay additional amounts under any or any combination of the following circumstances:
·
The tax, assessment or governmental charge is imposed only because the noteholder, or a fiduciary, settlor, beneficiary
or member or shareholder of, or possessor of a power over, the noteholder, if the noteholder is an estate, trust,
partnership or corporation, was or is connected to
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the taxing jurisdiction, other than by merely holding the notes or receiving principal or interest in respect thereof.
These connections include where the noteholder or related party:
·
is or has been a citizen or resident of the jurisdiction;
·
is or has been present or engaged in trade or business in the jurisdiction; or
·
has or had a permanent establishment in the jurisdiction.
·
The tax, assessment or governmental charge is imposed due to the presentation of the notes (where presentation is
required) for payment on a date more than 30 days after the applicable series of the notes became due or after the
payment was provided for, whichever occurs later.
·
The tax, assessment or governmental charge is on account of an estate, inheritance, gift, sale, transfer, personal
property or similar tax, assessment or other governmental charge.
·
The tax, assessment or governmental charge is for a tax or governmental charge that is payable in a manner that does
not involve withholding.
·
The tax, assessment or governmental charge is imposed or withheld because the noteholder or beneficial owner failed
to comply with any of Statoil's following requests:
·
to provide information about the nationality, residence or identity of the noteholder or beneficial owner, or
·
to make a declaration or other similar claim or satisfy any information or reporting requirements
in each case that the statutes, treaties, regulations or administrative practices of the taxing jurisdiction require as a
precondition to exemption from all or part of such tax, assessment or governmental charge.
·
The tax, assessment or governmental charge is imposed pursuant to European Union 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 or any law or agreement implementing or complying with, or introduced to conform to, such
directive.
·
The tax, assessment or governmental charge is imposed on a noteholder or beneficial owner who could have avoided
such withholding or deduction by presenting its notes (where presentation is required) to another paying agent.
·
The noteholder is a fiduciary, partnership or other entity that is not the sole beneficial owner of the payment of the
principal of, or any interest on, the notes, and the laws of the jurisdiction (or any political subdivision or taxing
authority thereof or therein) require the payment to be included in the income of a beneficiary or settlor for tax
purposes with respect to such fiduciary, a member of such partnership or a beneficial owner who would not have been
entitled to such additional amounts had such beneficiary, settlor, member or beneficial owner been the noteholder of
the notes.
The foregoing provisions will also apply to any present or future taxes, assessments or governmental charges imposed by any
jurisdiction in which Statoil's or Statoil Petroleum's successor is organized or incorporated or, if different, tax resident.
·
Form of notes: The notes of each series will be issued as one or more global securities. You should read "Description of
Debt Securities and Guarantees--Legal Ownership--Global Securities" beginning on page 19 of the accompanying
prospectus for more information about global securities.
·
Name of depositary: The Depository Trust Company, commonly referred to as "DTC".
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