Obligation Equinox 3.25% ( US29446MAC64 ) en USD

Equinox

100 % ▲

Norvege

US29446MAC64 ( en USD )

3.25% par an ( paiement semestriel )

17/11/2049

Prospectus brochure de l'obligation Equinor US29446MAC64 en USD 3.25%, échéance 17/11/2049

1 000 USD

1 000 000 000 USD

29446MAC6

AA- ( Haute qualité )

Aa2 ( Haute qualité )

18/11/2025 ( Dans 24 jours )

Equinor est une société énergétique intégrée norvégienne opérant dans l'exploration et la production d'hydrocarbures, ainsi que dans les énergies renouvelables et la vente au détail d'énergie.

L'Obligation émise par Equinox ( Norvege ) , en USD, avec le code ISIN US29446MAC64, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/11/2049

L'Obligation émise par Equinox ( Norvege ) , en USD, avec le code ISIN US29446MAC64, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Equinox ( Norvege ) , en USD, avec le code ISIN US29446MAC64, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d828674d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement Nos.
333-221130 and 333-221130-01
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
$1,000,000,000 3.250% Guaranteed Notes due 2049

$984,150,000

$127,742.67
Guarantees of 3.250% Guaranteed Notes due 2049

--

(2)

(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.
Table of Contents

Prospectus Supplement
November 13, 2019
(To prospectus dated October 26, 2017)

EQUINOR ASA
$1,000,000,000 3.250% Fixed Rate Notes due 2049
Guaranteed as to Payment of Principal and Interest by Equinor Energy AS
(a wholly owned subsidiary of Equinor ASA)

The 3.250% Fixed Rate Notes due 2049 (the "Notes") will bear interest at the rate of 3.250% per year. Equinor ASA will pay interest on the Notes
on each May 18 and November 18, commencing on May 18, 2020. The Notes will mature on November 18, 2049.
The Notes are unsecured and will rank equally with all of Equinor ASA's other unsecured and unsubordinated indebtedness from time to time
outstanding.
Equinor ASA may redeem any series of the Notes, 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, Equinor ASA or Equinor Energy 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 in excess thereof.
The negative pledge and the limitation on sale and leaseback transactions described in the accompanying prospectus under the heading "Description
of Debt Securities and Guarantees--Covenants" shall not apply to the Notes. For other important terms of the Notes, including provisions that supplement
and modify the general terms described in the accompanying prospectus, see "Description of Notes and Guarantees" beginning on page S-4.

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.
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Investment in these securities involves risks. See "Supplemental Risk Factors " beginning on page S-3, "Risk
Factors" beginning on page 1 of the accompanying prospectus and on page 99 of Equinor ASA's Annual Report on
Form 20-F for the year ended December 31, 2018 for a discussion of certain risks that you should consider in
connection with an investment in the Notes.

Per
Total for

Note

the Notes

Public Offering Price(1)

98.415%
$ 984,150,000
Underwriting Discount

0.600%
$
6,000,000
Proceeds, before expenses, to Equinor ASA(1)

97.815%
$ 978,150,000

(1)
Plus accrued interest, if any, from November 18, 2019.
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 18, 2019.

Joint Book-Running Managers

Citigroup

Goldman Sachs & Co. LLC

Mizuho Securities

Morgan Stanley
Table of Contents
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 Equinor ASA's ("Equinor")
or Equinor Energy AS's ("Equinor Energy") 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.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). 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 Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) No. 2017/1129 (the "Prospectus Regulation"). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
Singapore Securities and Futures Act Product Classification--Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and
309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA"), we have determined, and hereby notify all relevant persons (as
defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets
Products) 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).
NAME CHANGE
As of May 16, 2018, Equinor changed its name from Statoil ASA to Equinor ASA, and Equinor Energy changed its name from Statoil Petroleum AS
to Equinor Energy AS. The new names support Equinor's strategy and development as a broad energy company. The accompanying prospectus, which is
dated October 26, 2017, uses the old names Statoil ASA and Statoil Petroleum AS. All references to Statoil ASA in the accompanying prospectus refer to
Equinor ASA, and all references to Statoil Petroleum AS refer to Equinor Energy AS.
Table of Contents
INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to incorporate by reference the information we file with the SEC. This means that
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we can disclose important information to you by referring to certain documents. The information incorporated by reference is considered to be part of this
prospectus supplement and the accompanying prospectus. We incorporate by reference the following documents and any future filings we make with the
SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from the date of this prospectus
supplement until the offerings contemplated in this prospectus supplement are completed:

·
Our Annual Report on Form 20-F for the year ended December 31, 2018 filed with the SEC on March 15, 2019.

·
Our Report on Form 6-K filed with the SEC on May 3, 2019, regarding Equinor's interim results for the three month period ended March 31,

2019.

·
Our Report on Form 6-K filed with the SEC on July 25, 2019, regarding Equinor's interim results for the three and six month period ended

June 30, 2019.

·
Our Report on Form 6-K filed with the SEC on October 24, 2019, regarding Equinor's interim results for the three and nine month period

ended September 30, 2019.

·
Our Report on Form 6-K filed with the SEC on November 13, 2019, exhibiting the form of Supplemental Indenture No. 4 to the Indenture to,
among other things, modify Article Eight of the Indenture to reflect the terms described under "Description of Notes and Guarantees--

Mergers and similar events; issuer substitution" below and to reflect the guarantor release provisions described under "Description of Notes
and Guarantees--Guarantor" below.

·
Our reports on Form 6-K furnished to the SEC after the date of this prospectus supplement, but only to the extent that the forms expressly

state that we incorporate them by reference in this prospectus supplement.
Information that we file with the SEC will automatically update and supersede information in documents filed with the SEC on earlier dates. All
information appearing in this prospectus supplement is qualified in its entirety by the information and financial statements, including the notes thereto,
contained in the documents that we incorporate by reference in this prospectus.
The SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access Equinor's SEC filings, including
the registration statement, of which this prospectus supplement and the accompanying prospectus form a part, and the exhibits and schedules thereto. In
addition, you may request a copy of these filings, at no cost, by writing or telephoning Equinor at the following address:
Equinor ASA
Forusbeen 50, N-4035
Stavanger, Norway
Tel. No.: 011-47-5199-0000
or by going the Equinor's Internet website at www.Equinor.com. Except for the documents specifically incorporated by reference into this prospectus
supplement and the accompanying prospectus, the information contained on, or that can be accessed through, Equinor's website is not part of, and is not
incorporated into, this prospectus supplement or the accompanying prospectus.

S-2
Table of Contents
SUPPLEMENTAL RISK FACTORS
Investing in the Notes involves risk. You should consider carefully the supplemental risks described below in addition to the risks described under
"Risk Factors" beginning on page 1 of the accompanying prospectus, the risks described beginning on page 99 of Equinor ASA's Annual Report on Form
20-F for the year ended December 31, 2018, which is incorporated by reference herein, as well as the other risks and uncertainties described in the other
documents incorporated by reference in this prospectus supplement, before you decide to buy Notes. If any of these risks actually occurs, our business,
financial condition and results of operations could suffer, and the trading price and liquidity of the Notes could decline, in which case you may lose all or
part of your investment.
The substitution of Equinor as the issuer of the Notes could cause you to realize taxable gain or loss for U.S. tax purposes and/or taxable gain or loss
(including currency gains or losses) for Norwegian tax purposes, if any, on any such Notes that you hold.
The terms of the Notes will permit us to transfer the obligations of Equinor, as issuer of the Notes, to any Subsidiary (as defined under "Description
of Notes and Guarantees--Mergers and similar events; issuer substitution"), so long as the obligations of that Subsidiary are fully and unconditionally
guaranteed by Equinor on the same terms as Equinor Energy's guarantee of the Notes.
Under U.S. tax law, the change in the obligor on the Notes could be treated as a disposition of Notes that you hold, resulting in your realization of
gain or loss on the Notes even though you continue to hold the Notes and receive no distribution in connection with the deemed disposition. Under
Norwegian tax law, the change in the obligor on the Notes could be treated as a realization of the Notes that you hold for Norwegian tax purposes. If you
are resident in Norway or subject to tax in Norway as a result of being involved in business activities in Norway and the holding of Notes is effectively
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connected with such business activities, a realization of Notes could result in Norwegian income taxation of gains or losses (including currency gains or
losses), if any, related to the Notes that you hold. See "Taxation" for discussion of possible tax consequences.
The Guarantee provided by Equinor Energy will automatically and unconditionally be released in certain circumstances.
The guarantee of Equinor Energy will automatically and unconditionally be terminated, without the consent of the Trustee or the holders, at
substantially the same time that the aggregate amount of indebtedness for borrowed money for which Equinor Energy is an obligor (as a guarantor,
co-issuer or borrower, and subjection to certain exceptions described under "Description of Notes and Guarantees--Guarantor" below) does not exceed
10% of the aggregate principal amount of indebtedness for borrowed money of Equinor and its subsidiaries on a consolidated basis. If the guarantee is
released, Equinor is not required to replace it, and the Notes will not have the benefit of an Equinor Energy or any other guarantee for their remaining
maturity.
Interest payments on the Notes may become subject to Norwegian withholding taxes as a result of possible changes in Norwegian tax laws.
In 2018 the Norwegian Ministry of Finance stated that a consultation paper relating to withholding tax on interest payments from Norwegian sources
would be submitted for consultation. Although the consultation paper has not been concluded yet, recently the Norwegian Ministry of Finance stated that
such consultation paper would be submitted before the end of 2019 and that new legislation would be proposed during 2020. If such new legislation
requires withholding of Norwegian taxes on interest payments on the Notes, Equinor would be required, subject to certain exceptions, to pay additional
amounts so that the net amounts received by the noteholder will equal the amount that would have been received without such withholding or deduction, as
described under "Description of the Notes and the Guarantees--Payment of additional amounts." The requirement to pay such additional amounts on the
Notes (and potentially other outstanding indebtedness) could materially impact our cash flows. In addition, if Equinor becomes liable to pay additional
amounts as a result of any such new legislation, it may be able to redeem the Notes for their principal amounts plus accrued and unpaid interest and any
related additional amounts, and there can be no assurance that you will be able to reinvest the amounts received upon such redemption at a rate that will
provide the same rate of return as your investment in the Notes.

S-3
Table of Contents
DESCRIPTION OF NOTES AND GUARANTEES
The following description of the particular terms of the notes offered in this prospectus supplement (the "Notes") supplements and modifies the
description of the general terms and provisions more generally described under "Description of Debt Securities and Guarantees" beginning on page 19 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 with respect to the Notes.
Equinor will issue the Notes under the indenture, dated as of April 15, 2009, among Equinor, Equinor Energy and Deutsche Bank Trust Company
Americas, as trustee (the "Trustee"), as previously supplemented and amended on May 26, 2010, May 16, 2018 and September 10, 2018 (the "Base
Indenture"), and as will be supplemented and amended by a supplemental indenture with respect to the Notes to be entered into on the issuance date (the
"Supplemental Indenture" and together with the Base Indenture, the "Indenture").
The following description is a summary, and does not describe every aspect of the Notes and the Indenture. The following description is subject to,
and qualified in its entirety by, all the provisions of the Indenture, including definitions of certain terms used in the Indenture. Each part of the Indenture is
filed as an exhibit to, or will be incorporated by reference in, the registration statement of which this prospectus supplement forms a part.
3.250% Fixed Rate Notes due 2049

·
Issuer: Equinor ASA.

·
Guarantor: Equinor Energy AS.

·
Title: 3.250% Fixed Rate Notes due 2049.

·
Total initial principal amount being issued: $1,000,000,000.

·
Issuance date: November 18, 2019.

·
Maturity date: November 18, 2049.

·
Par call date: May 18, 2049.

·
Interest rate: 3.250% per annum.

·
Date interest starts accruing: November 18, 2019.

·
Interest payment dates: Each May 18 and November 18.
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·
First interest payment date: May 18, 2020.

·
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.

·
Day count: 30/360.

·
Day count convention: Following unadjusted. 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.

·
Business day: A "business day" with respect to the Notes 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.

·
Denomination: The Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.

S-4
Table of Contents
·
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 25 of the accompanying prospectus for more information about global
securities.

·
Depositary: The Depository Trust Company, commonly referred to as "DTC".

·
Ranking: The Notes are unsecured and will rank equally with all of Equinor's other unsecured and unsubordinated indebtedness from time to time
outstanding.

·
Sinking fund: There is no sinking fund.

·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $978,150,000.

·
Use of proceeds: The net proceeds from the sale of the Notes will be used for general corporate purposes.

·
Governing law and jurisdiction: The Indenture, the Notes and the guarantee are governed by New York law. Any legal proceeding arising out of or
based upon the Indenture, the Notes or the guarantee may be instituted in any state or federal court in the Borough of Manhattan in New York City,
New York.
Further issuances
Equinor may, at its sole option, at any time and without the consent of the then-existing noteholders, "reopen" the Notes and issue an unlimited
principal amount of additional 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 CUSIP, the first interest payment date and the date interest starts accruing) identical to the Notes issued hereby. These
additional Notes will be deemed part of the same series as the Notes offered hereby and will provide the holders of these additional Notes the right to vote
together with holders of the Notes issued hereby. Equinor may reopen the Notes only if the additional Notes issued will be fungible with the original Notes
for United States federal income tax purposes.
No negative pledge or sale and leaseback covenants
The covenants described in the accompanying prospectus on page 34 under the heading "Description of Debt Securities and Guarantees--Covenants"
shall not apply to the Notes, and so the Notes shall not benefit from a negative pledge or limitation on sale and leaseback transactions.
Optional make-whole redemption
Prior to May 18, 2049 (six months prior to maturity), Equinor has the right to redeem the Notes, 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 Notes to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes to be redeemed as if the Notes to be redeemed matured on May 18, 2049 (six months
prior to maturity) (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, plus accrued and unpaid interest to the date of
redemption. On or after May 18, 2049 (six months prior to maturity), Equinor has the right to redeem the Notes, in whole or in part, at any time and from
time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, 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:
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"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.

S-5
Table of Contents
"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 Equinor.
"Reference treasury dealer" means Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley &
Co. LLC, 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 Equinor, 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"), Equinor 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.
Mergers and similar events; issuer substitution
Neither we nor Equinor Energy may (i) consolidate or merge with another person or (ii) sell or lease substantially all of our and our subsidiaries' or
its and its subsidiaries' assets, in each case taken as a whole, to another person (other than one or more of our direct or indirect wholly owned subsidiaries),
whether such sale or lease is made directly or indirectly through one or more wholly owned subsidiaries holding such assets or a portion thereof, or (iii) buy
or lease substantially all of the assets of another person (other than our direct or indirect wholly owned subsidiary), unless all the following conditions,
among others, are met:

·
Where we or Equinor Energy merge out of existence or sell or lease substantially all of our or its assets, the other person must assume our or
Equinor Energy's obligations on the Notes or the guarantee of the Notes, as applicable, and under the Indenture. The other person's

assumption of these obligations must include the obligation to pay additional amounts described later under "--Payment of additional
amounts" with respect to taxes, assessments and other governmental charges imposed by its jurisdiction of incorporation, organization or tax
residency; and

·
The merger, sale or lease of assets or other transaction must not cause a default on the Notes, and neither we nor Equinor Energy must
already be in default, unless the merger or other transaction would cure the default. For purposes of this no-default test, a default would
include an event of default that has occurred and not been cured, as described in the accompanying prospectus under "Description of Debt

Securities and Guarantees--Default and Related Matters--Events of Default--What is an Event of Default?" A default for this purpose
would also include any event that would be an event of default if the requirements for giving us default notice or the default having to exist
for a specific period of time were disregarded.
In addition, we are permitted to transfer the obligations of Equinor, as issuer of the Notes, to any subsidiary, so long as (i) that subsidiary executes a
supplemental indenture in which it agrees to be bound by the terms of the Notes and the Indenture, including the obligation to pay additional amounts
described under "--Payment of additional amounts" with respect to taxes, assessments and other governmental charges imposed by its jurisdiction of
incorporation, organization or tax residency and (ii) the obligations of that subsidiary are fully and

S-6
Table of Contents
unconditionally guaranteed by Equinor on the same terms as Equinor Energy's guarantee of the Notes. If that subsidiary is not incorporated in the Kingdom
of Norway, United States or United Kingdom, the country in which it is incorporated must be a member of the Organization for Economic Cooperation and
Development (or any successor). The provisions of the Indenture with respect to consolidation, merger or sale or lease of assets will continue to apply to
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Equinor in its capacity as guarantor of the notes. Under U.S. tax law, the change in the obligor on the Notes could be treated as a disposition of Notes that
you hold, resulting in your realization of gain or loss on the Notes even though you continue to hold the Notes and receive no distribution in connection
with the deemed disposition. A change in the obligor might also result in possible other adverse tax consequences. See "Taxation" for discussion of
possible tax consequences.
No vote by holders of the Notes approving any of these actions is required, unless as part of the transaction we make changes to the Indenture
requiring your approval, as described in the accompanying prospectus under "Description of Debt Securities and Guarantees--Special Situations--
Modification and Waiver". We may take these actions as part of a transaction involving outside third parties or as part of an internal corporate
reorganization. We may take these actions even if they result in a lower credit rating being assigned to the Notes or additional amounts becoming payable
in respect of withholding tax and the Notes thus being subject to the optional redemption described under "--Optional tax redemption " below.
The Indenture will be supplemented and amended by the Supplemental Indenture, which shall modify Article Eight of the Indenture to reflect these
provisions.
Guarantee
Equinor Energy fully and unconditionally guarantees the payment of the principal of, premium, if any, and interest on the Notes, including additional
amounts, as described under "--Payment of additional amounts," if any, and sinking fund payments, if any, which may be payable in respect of the Notes.
Equinor Energy guarantees the payment of such amounts when such amounts become due and payable, whether at the stated maturity of the Notes, by
declaration of acceleration, call for redemption or otherwise.
Equinor Energy will automatically and unconditionally be released from all obligations under its guarantee and the guarantee shall thereupon
terminate and be discharged of no further force or effect, in the event that at substantially the same time as its guarantee of the Notes is terminated, the
aggregate amount of indebtedness for borrowed money for which Equinor Energy is an obligor (as a guarantor, co-issuer or borrower) does not exceed
10% of the aggregate principal amount of indebtedness for borrowed money of Equinor and its subsidiaries, on a consolidated basis, as of such time. For
purposes of this paragraph, the amount of Equinor Energy's indebtedness for borrowed money shall not include (x) any other debt the terms of which
permit the termination of Equinor Energy's guarantee of such debt under similar circumstances, as long as Equinor Energy's obligations in respect of such
other debt are terminated at substantially the same time as its guarantee of the Notes, and (y) any debt that is being refinanced at substantially the same time
that the guarantee of the Notes is being released, provided that any obligations of Equinor Energy in respect of the debt that is incurred in the refinancing
shall be included in the calculation of Equinor Energy's indebtedness for borrowed money.
The Indenture will be supplemented and amended by the Supplemental Indenture to reflect this provision.
Optional tax redemption
Equinor and Equinor Energy have the option to redeem the Notes of any series, in whole and not in part, at any time 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.

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Table of Contents
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 13,
2019 in the jurisdiction where Equinor or Equinor Energy is incorporated or, if different tax resident, Equinor or Equinor Energy, as applicable, would be
required to pay additional amounts as described below under "--Payment of additional amounts". If Equinor or Equinor Energy 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. Equinor or Equinor Energy do not have the option to redeem the Notes in this case if either
Equinor or Equinor Energy, as applicable, could have avoided the payment of additional amounts or the deduction or withholding by using reasonable
measures available to Equinor or Equinor Energy, as applicable.
The second situation is where, following a merger, consolidation, sale or lease of Equinor's or Equinor Energy's assets to a person that assumes
Equinor's or Equinor Energy'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". Equinor, Equinor Energy 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. None of Equinor, Equinor Energy or that person has any
obligation under the Indenture to seek to avoid the obligation to pay additional amounts in this situation. Equinor, Equinor Energy 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.
Payment of additional amounts
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424B2
None payable under current law. The government or any political subdivision or taxing authority of such government of any jurisdiction where
Equinor or Equinor Energy is incorporated (currently the Kingdom of Norway) or, if different, tax resident may require Equinor or Equinor Energy 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, Equinor or Equinor Energy 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. Equinor
and Equinor Energy will not have to pay additional amounts under any or any combination of the following circumstances:

·
The tax, assessment or governmental charge would not have been imposed but for the fact that 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 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.

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·
The tax, assessment or governmental charge is imposed or withheld because the noteholder or beneficial owner failed to comply with any of

Equinor'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 on a noteholder or beneficial owner who could have avoided such withholding or

deduction by presenting its Notes for payment (where presentation is required) to a different 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
Equinor's or Equinor Energy's successor (including a successor as a result of the substitution of Equinor as issuer as described in "--Mergers and similar
events; issuer substitution") is organized or incorporated or, if different, tax resident. If Equinor is substituted as issuer then the foregoing provisions will
continue to apply to Equinor in its capacity as guarantor.
Notwithstanding foregoing provisions, neither Equinor or Equinor Energy (nor any successor thereto, paying agent or any other person) shall be
required to pay any additional amounts with respect to any withholding or deduction imposed on or in respect of any debt security pursuant to
Section 1471-1474 of the United States Internal Revenue Code (the "Code") (and any current and future regulations or official interpretations thereof)
("FATCA"), the laws of Norway implementing FATCA or any agreement between Equinor, Equinor Energy (or any successor thereto) and any taxing or
governmental authority entered into for FATCA purposes.

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424B2
GENERAL INFORMATION
Notices
As long as the Notes are issued in global form, notices to be given to holders of the Notes will be given to DTC, in accordance with its applicable
procedures from time to time.
Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any
notice given to another holder.
Clearance Systems
The Notes have been accepted for clearance through the DTC, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme,
in Luxembourg ("Clearstream, Luxembourg") systems. The Notes have the following codes: CUSIP 29446M AC6 and ISIN US29446MAC64.
Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with DTC's rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System.
Secondary market trading between, Clearstream Luxembourg customers and/or Euroclear participants will occur in the ordinary way in accordance with
the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using the procedures applicable to
conventional Eurobonds in immediately available funds. For more information about global securities held by DTC through Clearstream, Luxembourg or
Euroclear, you should read "Clearance and Settlement" beginning on page 41 of the accompanying prospectus.
Principal Executive Offices
Equinor's principal executive offices are located at Forusbeen 50, N-4035, Stavanger, Norway.

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CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our current and long-term finance debt and total capitalization as at September 30, 2019 and on an as-adjusted basis to
give effect to the offering.

As at September 30, 2019

As Adjusted
for the

Actual

Offering
USD
USD

(in millions)
(in millions)
Current finance debt

4,375

4,375
Non-current finance debt(1)

24,401

25,379
Unsecured

24,401

25,379
Secured

0

0
Non-controlling interests

16

16
Shareholders' equity

40,983

40,983
Share capital

1,185

1,185
Additional paid-in capital

7,735

7,735
Retained earnings

38,523

38,523
Currency translation adjustments

(6,460)

(6,460)
OCI from equity accounted investments

0

0
Total equity

40,999

40,999
Total finance debt and equity

69,775

70,753

(1)
$21,163 million of the $24,401 million Non-current finance debt is guaranteed by Equinor Energy AS, and $3,238 million is unguaranteed. As
adjusted for the Offering, $22,141 million of the $25,379 million Non-current finance debt is guaranteed by Equinor Energy AS, and $3,238 million
is unguaranteed.

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TAXATION
This section supplements the discussion under "Taxation--United States Taxation--United States Taxation of Debt Securities" and "Taxation--
Norwegian Taxation of Debt Securities and Payments under the Guarantees" in the accompanying prospectus.
United States Taxation of Debt Securities
United States Holders
Payments of Interest. Interest paid by us on the Notes and original issue discount, if any, accrued with respect to the Notes (as described under
"Original Issue Discount" in the accompanying prospectus) and any additional amounts paid with respect to withholding tax on the Notes, including
withholding tax on payments of such additional amounts, is generally income from sources outside the United States and will generally be "passive"
income for purposes of the rules regarding the foreign tax credit allowable to a United States holder. If Norway imposes a withholding tax, as described
below under "Norwegian Taxation of Debt Securities and Payments under the Guarantees", any Norwegian taxes withheld in excess of the withholding rate
available to you under the Treaty (as defined under "United States Taxation" in the accompanying prospectus) will not be creditable against your U.S.
federal income tax liability.
Issuer Substitution
We have the right to transfer the obligations of Equinor, as issuer of the Notes, to any subsidiary as described under "Description of Notes and
Guarantees -- Mergers and similar events; issuer substitution." If we do so, a beneficial owner could be treated for U.S. federal income tax purposes as
having constructively exchanged its Notes for new debt securities ("New Notes") in a taxable transaction, resulting in realization of gain or loss as
described under "Taxation--United States Taxation--United States Taxation of Debt Securities--United States Holders--Purchase, Sale and Retirement
of the Debt Securities" in the case of a United States holder (as defined therein) or, in the case of a United States alien holder (as defined therein),
"Taxation--United States Taxation--United States Taxation of Debt Securities--United States Alien Holders--Purchase, Sale, Retirement and Other
Disposition of the Notes". Any such New Notes may be treated as issued with original issue discount. Prospective investors are urged to consult their tax
advisors with regard to whether our engaging in the activities described under "Description of Notes and Guarantees--Mergers and similar events; issuer
substitution", results in a constructive exchange and, if so, the U.S. federal income tax consequences of such constructive exchange and owning the New
Notes.
Debt Securities Issued by a U.S. Obligor
The following discussion describes the U.S. federal income tax consequences to a beneficial owner of the Notes if we transfer the obligations of
Equinor, as issuer of the Notes, to a subsidiary and as a result a beneficial owner is treated as holding debt securities issued by a U.S. obligor ("U.S.
Notes").
United States Holders. If you are a United States holder of U.S. Notes, interest paid on or with respect to the U.S. Notes (including a payment under
a guarantee of the U.S. Notes) and original issue discount, if any, accrued with respect to the U.S. Notes (as described under "Taxation--United States
Taxation--United States Taxation of Debt Securities--United States Holders-- Payments of Interest--Original Issue Discount") and any additional
amounts paid with respect to withholding tax on or with respect to the U.S. Notes, including withholding tax on payments of such additional amounts, is
not income from sources outside the United States.
United States Alien Holders. Subject to the discussions of backup withholding and FATCA, if you are a United States alien holder of U.S. Notes,
interest on the U.S. Notes paid to you is exempt from U.S. federal income tax, including withholding tax, if:

(1)
you do not actually or constructively own 10% or more of total combined voting power of all classes of stock of the U.S. obligor entitled to

vote;

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(2)
you are not a controlled foreign corporation that is related to the U.S. obligor through stock ownership;

(3)
the interest on the U.S. Notes is not effectively connected with your conduct of a trade or business in the United States (or, if required by an

applicable income tax treaty, is not attributable to a U.S. permanent establishment that you maintain); and

(4)
either:

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Document Outline

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