Equinor — Capital/Financing Update 2010

Aug 11, 2010

*Filed Pursuant to Rule 433 Registration Statement Nos. 333-167092 and 333-167092-01 August 10, 2010*

*FINAL TERM SHEET*

**U.S.$1,250,000,000 3.125% Notes due 2017:****

| Issuer: | Statoil
ASA (“Statoil”). |
| --- | --- |
| Guarantor: | Statoil
Petroleum AS (“Statoil Petroleum”). |
| Title: | 3.125%
Notes due 2017 (the “2017 Notes”). |
| Total
initial principal amount: | $1,250,000,000 |
| Settlement
Date: | August 17,
2010 |
| Maturity
Date: | August 17,
2017 |
| Day
Count: | 30/360 |
| Day
Count Convention: | Following
unadjusted. |
| Coupon: | 3.125% |
| Date
interest starts accruing: | August 17,
2010 |
| Interest
Payment Dates: | February 17
and August 17 of each year, subject to the Day Count Convention,
commencing February 17, 2011. |
| Public
offering price: | Per
2017 Note: 99.782%; Total: $1,247,275,000 |
| Proceeds, after underwriting
discount, but before expenses, to us: | Per
2017 Note: 99.382%; Total: $1,242,275,000 |
| Treasury
benchmark: | 2.375%
due 31 st July 2017 |
| Benchmark
Treasury yield: | 2.210% |
| Spread
to Treasury benchmark: | 95
bps |
| Re-offer
yield: | 3.160% |
| Make-Whole
Spread: | 15
basis points |
| Further
issuances: | Statoil
may, at its sole option, at any time and without the consent of the then
existing noteholders, “reopen” the 2017 Notes and issue an unlimited
principal amount of additional 2017 Notes in one or more transactions
subsequent to the date of the related prospectus supplement dated
August 10, 2010, with terms (other than the issuance date, issue |

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| | price
and, possibly, the first interest payment date and the date interest starts
accruing) identical to the 2017 Notes, as described beginning on
page S-3 of the prospectus supplement. Statoil may reopen the 2017 Notes
only if the additional 2017 Notes issued will be fungible with the original
2017 Notes of the series for United States federal income tax purposes. |
| --- | --- |
| Joint-Book
Running Managers: | Barclays
Capital Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. |
| CUSIP
Number: | 85771P
AB8 |
| ISIN: | US85771PAB85 |

**U.S.$750,000,000 5.100% Notes due 2040:****

| Issuer: | Statoil
ASA (“Statoil”). |
| --- | --- |
| Guarantor: | Statoil
Petroleum AS (“Statoil Petroleum”). |
| Title: | 5.100%
Notes due 2040 (the “2040 Notes”). |
| Total
initial principal amount: | $750,000,000 |
| Settlement
Date: | August 17,
2010 |
| Maturity
Date: | August 17,
2040 |
| Day
Count: | 30/360 |
| Day
Count Convention: | Following
unadjusted. |
| Coupon: | 5.100% |
| Date
interest starts accruing: | August 17,
2010 |
| Interest
Payment Dates: | February 17
and August 17 of each year, subject to the Day Count Convention,
commencing February 17, 2011. |
| Public
offering price: | Per
2040 Note: 99.680%; Total: $747,600,000 |
| Proceeds, after underwriting
discount, but before expenses, to us: | Per
2040 Note: 98.805%; Total: $741,037,500 |
| Treasury
benchmark: | 4.625%
due February 15, 2040 |
| Benchmark
Treasury yield: | 3.971% |
| Spread
to Treasury benchmark: | 115
bps |
| Re-offer
yield: | 5.121% |
| Make-Whole
Spread: | 20
basis points |

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| Further
issuances: | Statoil
may, at its sole option, at any time and without the consent of the then
existing noteholders, “reopen” the 2040 Notes and issue an unlimited
principal amount of additional 2040 Notes in one or more transactions
subsequent to the date of the related prospectus supplement dated
August 10, 2010, with terms (other than the issuance date, issue price
and, possibly, the first interest payment date and the date interest starts
accruing) identical to the 2040 Notes, as described beginning on
page S-3 of the prospectus supplement. Statoil may reopen the 2040 Notes
only if the additional 2040 Notes issued will be fungible with the original
2040 Notes of the series for United States federal income tax purposes. |
| --- | --- |
| Joint-Book
Running Managers: | Barclays
Capital Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. |
| CUSIP
Number: | 85771P
AC6 |
| ISIN: | US85771PAC68 |

**The following terms apply to the 2017 Notes and the 2040 Notes:****

| Denomination: | Each
of the 2017 Notes and the 2040 Notes (together the “Notes”) will be issued in
denominations of $1,000 and integral multiples of $1,000. |
| --- | --- |
| Business
Day: | 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. |
| Ranking: | The
Notes are unsecured and will rank equally with all of Statoil’s other
unsecured and unsubordinated indebtedness. |
| Regular
record dates for interest: | The
15th calendar day preceding each Interest Payment Date, whether or not such
day is a Business Day. |
| Sinking
fund: | There
is no sinking fund. |
| Optional
tax redemption: | Statoil
and Statoil Petroleum have the option to redeem the Notes of either series,
in whole, in the two situations described below at a redemption price equal
to the principal amount of the applicable series of the Notes plus accrued
interest and any additional amounts due on the date fixed for redemption upon
providing between 30 and 60 days’ notice. |
| | The
first situation is where, as a result of changes in or amendment to, or
changes in the official application or interpretation of, any laws or
regulations or rulings, or changes in the official application or
interpretation of, or any execution of or amendment to, any treaties on or
after August 10, 2010 in the jurisdiction where Statoil or Statoil
Petroleum are incorporated or, if different tax resident, Statoil or Statoil
Petroleum, as applicable, would be required to pay additional amounts |

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| | as
described below under “Additional amounts”. If Statoil or Statoil Petroleum
is succeeded by another entity, the applicable jurisdiction will be the
jurisdiction in which such successor entity is organized or incorporated or,
if different, tax resident, and the applicable date will be the date the
entity became a successor. Statoil or Statoil Petroleum do not have the
option to redeem in this case if either Statoil or Statoil Petroleum, as
applicable, could have avoided the payment of additional amounts or the
deduction or withholding by using reasonable measures available to Statoil or
Statoil Petroleum, as applicable. |
| --- | --- |
| | The
second situation is where, following a merger, consolidation, sale or lease
of Statoil’s or Statoil Petroleum’s assets to a person that assumes Statoil’s
or Statoil Petroleum’s obligations under the applicable series of the Notes,
that person is required to pay additional amounts as described below under
“Additional amounts”. Statoil, Statoil Petroleum or the other person would
have the option to redeem the applicable series of the Notes in this
situation even if the additional amounts became payable immediately after
such assumption. Neither Statoil, Statoil Petroleum nor that person has any
obligation under the indenture to seek to avoid the obligation to pay
additional amounts in this situation. Statoil, Statoil Petroleum or the other
person, as applicable, shall deliver to the trustee an officer’s certificate
to the effect that the circumstances required for redemption exist. However,
Statoil, Statoil Petroleum or the other person, as applicable, would have the
option to redeem the applicable series of the Notes in the circumstances
described in this paragraph only if a change in, execution of or amendment to
any laws or treaties or official application of any law or treaty occurs
after the date of such assumption. |
| Optional
make-whole redemption: | Statoil
has the right to redeem the Notes of either series, in whole or in part, at
any time and from time to time at a redemption price equal to the greater of
(i) 100% of the principal amount of the applicable series of the Notes
to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the applicable series of the
Notes to be redeemed (not including any portion of payments of interest
accrued to the redemption date) discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the treasury rate plus, for each series of Notes, its Make-Whole
Spread, 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 |

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| | having
an actual or interpolated maturity comparable to the remaining term of the
applicable series of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes. “Comparable treasury price” means, with respect
to any redemption date, the average of the reference treasury dealer
quotations for such redemption date. “Quotation agent” means one of the
reference treasury dealers appointed by Statoil. “Reference treasury dealer”
means Barclays Capital Inc., J.P. Morgan Securities Inc. or Deutsche Bank
Securities Inc., or their respective affiliates which are primary U.S.
government securities dealers, and their respective successors, and two other
primary U.S. government securities dealers selected by Statoil, provided,
however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in the United States (a “primary treasury
dealer”), Statoil shall substitute therefor another primary treasury dealer.
“Reference treasury dealer quotations” means with respect to each reference
treasury dealer and any redemption date, the average, as determined by the
quotation agent, of the bid and asked prices for the comparable treasury
issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the quotation agent by such reference treasury dealer at
3:30 p.m. New York time on the third business day preceding such
redemption date. |
| --- | --- |
| Additional
amounts: | None
payable under current law. |
| | The
government or any political subdivision or taxing authority of such
government of any jurisdiction where Statoil or Statoil Petroleum are
incorporated (currently the Kingdom of Norway) or, if different, tax resident
may require Statoil or Statoil Petroleum to withhold amounts from payments on
the principal or interest on the Notes of either series or payment under the
guarantees for taxes, assessments or any other governmental charges. If any
such jurisdiction requires a withholding of this type, Statoil or Statoil
Petroleum may be required to pay the noteholder additional amounts so that
the net amount the noteholder receives will be the amount specified in the
applicable series of the Notes. However, in order for the noteholder to be
entitled to receive the additional amounts, the noteholder must not be
resident in the jurisdiction that requires the withholding. Statoil and
Statoil Petroleum will not have to pay additional amounts under any or any
combination of the following circumstances: |

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| (1) The
tax, assessment or governmental charge is imposed only because the
noteholder, or a fiduciary, settlor, beneficiary or member or shareholder of,
or possessor of a power over, the noteholder, if the noteholder is an estate,
trust, partnership or corporation, was or is connected to 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: |
| --- |
| (a) is
or has been a citizen or resident of the jurisdiction; |
| (b) is
or has been present or engaged in trade or business in the jurisdiction; or |
| (c) has
or had a permanent establishment in the jurisdiction. |
| (2) The
tax, assessment or governmental charge is imposed due to the presentation of
the Notes of either series (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. |
| (3) 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. |
| (4) The
tax, assessment or governmental charge is for a tax or governmental charge
that is payable in a manner that does not involve withholding. |
| (5) The
tax, assessment or governmental charge is imposed or withheld because the
noteholder or beneficial owner failed to comply with any of Statoil’s
following requests: |
| (a) to
provide information about the nationality, residence or identity of the
noteholder or beneficial owner, or |
| (b) 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. |
| (6) The
tax, assessment or governmental charge is imposed pursuant to European Union
Directive 2003/48/EC or any other Directive implementing the conclusions of
the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation
of savings or any law or agreement implementing or complying with, or
introduced to conform to, such directive. |
| (7) 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 to another paying |

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| agent. |
| --- |
| (8) The
noteholder is a fiduciary, partnership or other entity that is not the sole
beneficial owner of the payment of the principal of, or any interest on, the
Notes, and the laws of the jurisdiction (or any political subdivision or taxing
authority thereof or therein) require the payment to be included in the
income of a beneficiary or settlor for tax purposes with respect to such
fiduciary, a member of such partnership or a beneficial owner who would not
have been entitled to such additional amounts had such beneficiary, settlor,
member or beneficial owner been the noteholder of the Notes. |
| The
foregoing provisions will also apply to any present or future taxes,
assessments or governmental charges imposed by any jurisdiction in which
Statoil’s or Statoil Petroleum’s successor is organized or incorporated or,
if different, tax resident. |

---

Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the third business day before the delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify any alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisor.

---

The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by (i) calling Barclays Capital Inc. toll-free at 1-888-603-5847, (ii) calling J.P. Morgan Securities Inc. collect at 1-212-834-4533, or (iii) calling Deutsche Bank Securities Inc. toll-free at 1-800-503-4611.

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