Bond Equinox 3% ( US29446MAE21 ) in USD

Issuer Equinox
Market price refresh price now   98.648 %  ▲ 
Country  Norway
ISIN code  US29446MAE21 ( in USD )
Interest rate 3% per year ( payment 2 times a year)
Maturity 05/04/2027



Prospectus brochure of the bond Equinor US29446MAE21 en USD 3%, maturity 05/04/2027


Minimal amount /
Total amount /
Cusip 29446MAE2
Standard & Poor's ( S&P ) rating AA- ( High grade - Investment-grade )
Moody's rating Aa2 ( High grade - Investment-grade )
Next Coupon 06/04/2026 ( In 162 days )
Detailed description Equinor is an international energy company headquartered in Norway, engaged in exploration and production of oil and gas, renewable energy, and low-carbon solutions.

Equinor's USD-denominated bond (ISIN: US29446MAE21, CUSIP: 29446MAE2) issued in Norway, currently trading at 97.006%, offers a 3% coupon rate, matures on 05/04/2027, pays semi-annually, and holds AA- (S&P) and Aa2 (Moody's) credit ratings.







424B2
424B2 1 d912625d424b2.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)
$1,250,000,000 2.875% Fixed Rate Notes due 2025

$1,249,650,000

$162,204.57
Guarantees of 2.875% Fixed Rate Notes due 2025

--

(2)
$500,000,000 3.000% Fixed Rate Notes due 2027

$497,530,000

$64,579.39
Guarantees of 3.000% Fixed Rate Notes due 2027

--

(2)
$1,500,000,000 3.125% Fixed Rate Notes due 2030

$1,488,150,000

$193,161.87
Guarantees of 3.125% Fixed Rate Notes due 2030

--

(2)
$500,000,000 3.625% Fixed Rate Notes due 2040

$495,360,000

$64,297.73
Guarantees of 3.625% Fixed Rate Notes due 2040

--

(2)
$1,250,000,000 3.700% Fixed Rate Notes due 2050

$1,240,812,500

$161,057.46
Guarantees of 3.700% Fixed Rate Notes due 2050

--

(2)
Total

$4,971,502,500

$645,301.02


(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
April 1, 2020
(To prospectus dated October 26, 2017)


EQUINOR ASA
$1,250,000,000 2.875% Fixed Rate Notes due 2025
$500,000,000 3.000% Fixed Rate Notes due 2027
$1,500,000,000 3.125% Fixed Rate Notes due 2030
$500,000,000 3.625% Fixed Rate Notes due 2040
$1,250,000,000 3.700% Fixed Rate Notes due 2050
Guaranteed as to Payment of Principal and Interest by Equinor Energy AS
(a wholly owned subsidiary of Equinor ASA)


The 2.875% Fixed Rate Notes due 2025 (the "2025 Notes") will bear interest at the rate of 2.875% per year. The 3.000% Fixed Rate Notes due 2027 (the "2027
Notes") will bear interest at the rate of 3.000% per year. The 3.125% Fixed Rate Notes due 2030 (the "2030 Notes") will bear interest at the rate of 3.125% per year.
The 3.625% Fixed Rate Notes due 2040 (the "2040 Notes") will bear interest at the rate of 3.625% per year. The 3.700% Fixed Rate Notes due 2050 (the "2050
Notes", and together with the 2025 Notes, the 2027 Notes, the 2030 Notes and the 2040 Notes, the "Notes") will bear interest at the rate of 3.700% per year. Equinor
ASA will pay interest on the Notes on each April 6 and October 6, commencing on October 6, 2020. The 2025 Notes will mature on April 6, 2025. The 2027 Notes will
mature on April 6, 2027. The 2030 Notes will mature on April 6, 2030. The 2040 Notes will mature on April 6, 2040. The 2050 Notes will mature on April 6, 2050.
https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2
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-5.


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 risks. See "Supplemental Risk Factors " beginning on page S-3, "Risk Factors"
beginning on page 1 of the accompanying prospectus and on page 97 of Equinor ASA's Annual Report on Form 20-F for the
year ended December 31, 2019 for a discussion of certain risks that you should consider in connection with an investment in
the Notes.

Per
Total
Per
Total
Per
Total
Per
Total
Per
Total
2025
for the
2027
for the
2030
for the
2040
for the
2050
for the

Note

2025 Notes
Note
2027 Notes Note

2030 Notes
Note
2040 Notes Note

2050 Notes

Public Offering Price(1)
99.972% $1,249,650,000 99.506% $497,530,000 99.210% $1,488,150,000 99.072% $495,360,000 99.265% $1,240,812,500
Underwriting Discount
0.150% $
1,875,000 0.185% $
925,000 0.225% $
3,375,000 0.500% $
2,500,000 0.600% $
7,500,000
Proceeds, before expenses, to Equinor
ASA (1)
99.822% $1,247,775,000 99.321% $496,605,000 98.985% $1,484,775,000 98.572% $492,860,000 98.665% $1,233,312,500


(1)
Plus accrued interest, if any, from April 6, 2020.
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 April 6, 2020.


Joint Book-Running Managers

Barclays

BofA Securities

Citigroup

J.P. Morgan
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") or in the United Kingdom. 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 or in the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom 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).
https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2
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
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, 2019 filed with the SEC on March 20, 2020 (the "2019 Form 20-F").

·
Our report on Form 6-K dated April 1, 2020 (regarding rating actions, our $3 billion action plan to strengthen financial resilience in 2020 and

the suspension of buy-backs under our share buy-back programme).

·
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, these websites 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 97 of the 2019 Form 20-F, 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.
RISKS RELATED TO EQUINOR AND EQUINOR ENERGY
Recently, there has been significant oil price volatility, triggered, among other things by the changing dynamic among Opec+ members and the
uncertainty regarding demand created by the COVID-19 pandemic. Significant downward adjustments of commodity price assumptions could result in
impairments on certain of our assets. The COVID-19 pandemic could also affect our ability to operate our facilities effectively.
The COVID-19 pandemic has been declared a global emergency by the World Health Organization (WHO), and has caused countries and
organisations, including Equinor, take measures to mitigate risk for communities, employees and business operations. The recent sharp drop in oil prices,
https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2
triggered among other things by the changing dynamic among Opec+ members and the uncertainty regarding demand created by the Covid-19 pandemic,
will impact the industry and Equinor. The duration and resulting impact of this drop in oil prices on our financial condition, results of operations and cash
flow remain uncertain. See Note 10 Property, plants and equipment to the Consolidated financial statements included in our 2019 Form 20-F and
incorporated by reference herein, for a discussion of price assumptions and sensitivities. See also Note 2 Significant accounting policies to the Consolidated
financial statements included in our 2019 Form 20-F for a discussion of key sources of uncertainty with respect to management's estimates and
assumptions.
On March 25, 2020, Equinor presented an updated outlook for 2020 and a $3 billion action plan to strengthen its financial resilience in 2020 in light
of the impacts of the COVID-19 pandemic and low commodity prices. The cost reductions contemplated by the action plan include halting drilling and
completion activities in the US onshore to produce the volumes, reducing exploration activity and operating costs reductions. The pandemic continues to
progress and evolve, and currently it is challenging to predict the full extent and duration of resulting operational and economic impact for Equinor. In
addition, actions to ensure safety of personnel, potential disruptions in the supply chain and the consequences of the spread of the virus could also affect
Equinor's ability to operate its facilities at planned levels, to maintain projected levels of production and to execute on its project portfolio.
RISKS RELATED TO THE NOTES AND GUARANTEES
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 of any series, 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 such Notes.
Under U.S. tax law, the change in the obligor on the Notes could be treated as a disposition of such Notes that you hold, resulting in your realization
of gain or loss on such 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 such Notes that you hold for Norwegian tax

S-3
Table of Contents
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 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 Guarantees provided by Equinor Energy will automatically and unconditionally be released in certain circumstances.
The guarantees 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 guarantees are
released, Equinor is not required to replace them, and the Notes will not have the benefit of an Equinor Energy or any other guarantee for their remaining
maturity.
We may be subject to a change in the Norwegian tax regime that could introduce a withholding tax on interest payments.
In February 2020, the Norwegian Ministry of Finance issued a consultation paper relating to withholding tax on interest payments from Norwegian
sources. According to the consultation paper it is proposed to introduce a standard 15% withholding tax on interest payments to related parties resident in
low tax jurisdictions and a standard 15 % withholding tax on royalty payments from entities resident for tax purposes in Norway to foreign related parties.
The new rules are proposed to be introduced with effect from January 1, 2021. The Ministry of Finance does not propose to introduce withholding tax on
interest payments to creditors other than related parties (that is, where there is direct or indirect ownership or control of at least 50%) resident for tax
purposes in a low tax jurisdiction. This means that the Ministry of Finance does not propose to introduce withholding tax on interest payments to
independent banks or other finance institutions or on bonds held by unrelated parties, and therefore interest payments under the Notes should not be subject
to Norwegian withholding tax. However, if future legislation were to require 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 were to become 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-4
https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2
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 applicable 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, September 10, 2018 and November 18,
2019 (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.
2.875% Fixed Rate Notes due 2025 (the "2025 Notes")

·
Issuer: Equinor ASA.

·
Guarantor: Equinor Energy AS.

·
Title: 2.875% Fixed Rate Notes due 2025.

·
Total initial principal amount being issued: $1,250,000,000.

·
Issuance date: April 6, 2020.

·
Maturity date: April 6, 2025.

·
Par call date: March 6, 2025.

·
Interest rate: 2.875% per annum.

·
Date interest starts accruing: April 6, 2020.

·
Interest payment dates: Each April 6 and October 6.

·
First interest payment date: October 6, 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: 40 basis points.

·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $1,247,775,000.
3.000% Fixed Rate Notes due 2027 (the "2027 Notes")

·
Issuer: Equinor ASA.

·
Guarantor: Equinor Energy AS.

·
Title: 3.000% Fixed Rate Notes due 2027.

·
Total initial principal amount being issued: $500,000,000.

·
Issuance date: April 6, 2020.

S-5
Table of Contents
·
Maturity date: April 6, 2027.

·
Par call date: February 6, 2027.

·
Interest rate: 3.000% per annum.
https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2

·
Date interest starts accruing: April 6, 2020.

·
Interest payment dates: Each April 6 and October 6.

·
First interest payment date: October 6, 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: 40 basis points.

·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $496,605,000.
3.125% Fixed Rate Notes due 2030 (the "2030 Notes")

·
Issuer: Equinor ASA.

·
Guarantor: Equinor Energy AS.

·
Title: 3.125% Fixed Rate Notes due 2030.

·
Total initial principal amount being issued: $1,500,000,000.

·
Issuance date: April 6, 2020.

·
Maturity date: April 6, 2030.

·
Par call date: January 6, 2030.

·
Interest rate: 3.125% per annum.

·
Date interest starts accruing: April 6, 2020.

·
Interest payment dates: Each April 6 and October 6.

·
First interest payment date: October 6, 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: 40 basis points.

·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $1,484,775,000.
3.625% Fixed Rate Notes due 2040 (the "2040 Notes")

·
Issuer: Equinor ASA.

·
Guarantor: Equinor Energy AS.

·
Title: 3.625% Fixed Rate Notes due 2040.

·
Total initial principal amount being issued: $500,000,000.

·
Issuance date: April 6, 2020.

·
Maturity date: April 6, 2040.

·
Par call date: October 6, 2039.

S-6
Table of Contents
·
Interest rate: 3.625% per annum.

·
Date interest starts accruing: April 6, 2020.

·
Interest payment dates: Each April 6 and October 6.

·
First interest payment date: October 6, 2020.

·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is a business day.

https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2
·
Make whole spread: 40 basis points.

·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $492,860,000.
3.700% Fixed Rate Notes due 2050 (the "2050 Notes")

·
Issuer: Equinor ASA.

·
Guarantor: Equinor Energy AS.

·
Title: 3.700% Fixed Rate Notes due 2050.

·
Total initial principal amount being issued: $1,250,000,000.

·
Issuance date: April 6, 2020.

·
Maturity date: April 6, 2050.

·
Par call date: October 6, 2049.

·
Interest rate: 3.700% per annum.

·
Date interest starts accruing: April 6, 2020.

·
Interest payment dates: Each April 6 and October 6.

·
First interest payment date: October 6, 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: 40 basis points.

·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $1,233,312,500
The following terms apply to each series of the Notes:

·
Further issuances: Equinor may, at its sole option, at any time and without the consent of the then-existing noteholders, "reopen" any series of Notes
and issue an unlimited principal amount of additional Notes of such series 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 of such series issued hereby. These additional Notes will be deemed part of the same series as the Notes of such
series offered hereby and will provide the holders of these additional Notes the right to vote together with holders of the Notes of such series issued
hereby. Equinor may reopen a series of Notes only if the additional Notes issued will be fungible with the original Notes of such series 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.

S-7
Table of Contents
·
Optional make whole redemption: Equinor has the right to redeem Notes of any series, in whole or in part, at any time and from time to time prior
to (i) March 6, 2025 (one month prior to maturity) with respect to the 2025 Notes, (ii) February 6, 2027 (two months prior to maturity) with respect
to the 2027 Notes (iii) January 6, 2030 (three months prior to maturity) with respect to the 2030 Notes (iv) October 6, 2039 (six months prior to
maturity) with respect to the 2040 Notes and (v) October 6, 2049 (six months prior to maturity) with respect to the 2050 Notes, at a redemption price
equal to the greater of:


·
100% of the principal amount of the Notes to be redeemed, and

·
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 (i) March 6, 2025 (one month prior to maturity) with respect to the 2025 Notes, (ii) February 6, 2027 (two months prior
to maturity) with respect to the 2027 Notes (iii) January 6, 2030 (three months prior to maturity) with respect to the 2030 Notes

(iv) October 6, 2039 (six months prior to maturity) with respect to the 2040 Notes and (v) October 6, 2049 (six months prior to maturity) with
respect to the 2050 Notes (in each case 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 40 basis
points,
https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2
plus accrued and unpaid interest to the date of redemption.
On or after (i) March 6, 2025 (one month prior to maturity) with respect to the 2025 Notes, (ii) February 6, 2027 (two months prior to maturity) with
respect to the 2027 Notes (iii) January 6, 2030 (three months prior to maturity) with respect to the 2030 Notes (iv) October 6, 2039 (six months prior
to maturity) with respect to the 2040 Notes and (v) October 6, 2049 (six months prior to maturity) with respect to the 2050 Notes, Equinor 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 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:
"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 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 Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities 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.

S-8
Table of Contents
"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 of any series, to any subsidiary, so long as (i) that
subsidiary executes a supplemental indenture in which it agrees to be bound by the terms of such 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 unconditionally
guaranteed by Equinor on the same terms as Equinor Energy's guarantee of such 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 Equinor in its capacity as guarantor of the Notes of the applicable series. Under U.S. tax law, the change in the obligor on the Notes of any
series could be treated as a disposition of such Notes that you hold, resulting in your realization of gain or loss on such Notes even though you
https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2
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 of the applicable series or additional
amounts becoming payable in respect of

S-9
Table of Contents
withholding tax and the Notes of the applicable series thus being subject to the optional redemption described under "--Optional tax redemption "
below.

·
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 (including all debt issued under the
Indenture on or after November 18, 2019), 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.

·
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 Notes of the applicable series 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 April 1,
2020 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 of the applicable series 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 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 Notes of the applicable
series 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: 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

S-10
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


424B2
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 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 Notes of the applicable series 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

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.

S-11
Table of Contents
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 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.

·
Day count: 30/360.

·
Day count convention: Following unadjusted. If any payment is due in respect of the Notes of a series 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.

https://www.sec.gov/Archives/edgar/data/1140625/000119312520096018/d912625d424b2.htm[4/3/2020 8:08:43 AM]


Document Outline