Obligation Equinor 3.25% ( US85771PAX06 ) en USD

Equinor

98.684 % ▲

Norvege

US85771PAX06 ( en USD )

3.25% par an ( paiement semestriel )

09/11/2024

Prospectus brochure de l'obligation Equinor US85771PAX06 en USD 3.25%, échéance 09/11/2024

1 000 USD

500 000 000 USD

85771PAX0

AA- ( Haute qualité )

Aa2 ( Haute qualité )

10/05/2024 ( Dans 21 jours )

L'Obligation émise par Equinor ( Norvege ) , en USD, avec le code ISIN US85771PAX06, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/11/2024

L'Obligation émise par Equinor ( Norvege ) , en USD, avec le code ISIN US85771PAX06, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Equinor ( Norvege ) , en USD, avec le code ISIN US85771PAX06, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

form424b2.htm
424B2 1 form424b2.htm FINAL PROSPECTUS SUPPLEMENT

CALCULATION OF REGISTRATION FEE

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

Offering Price
Fee(1)

$500,000,000 Floating Rate Notes due 2017
$ 500,000,000 $
58,100

Guarantees of $500,000,000 Floating Rate Notes due 2017

--
(2)
$750,000,000 1.250% Notes due 2017
$ 750,000,000 $
87,150
Guarantees of $750,000,000 1.250% Notes due 2017

--
(2)
$750,000,000 2.250% Notes due 2019
$ 750,000,000 $
87,150
Guarantees of $750,000,000 2.250% Notes due 2019

--
(2)
$500,000,000 2.750% Notes due 2021
$ 500,000,000 $
58,100
Guarantees of $500,000,000 2.750% Notes due 2021

--
(2)
$500,000,000 3.250% Notes due 2024
$ 500,000,000 $
58,100
Guarantees of $500,000,000 3.250% Notes due 2024

--
(2)
TOTAL
$3,000,000,000 $
348,600
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.

Prospectus Supplement
Filed pursuant to Rule 424(b)2
November 3, 2014
Registration Statement Nos.
(To prospectus dated May 3, 2013)
333-188327 and 333-188327-01
STATOIL ASA
$500,000,000 Floating Rate Notes due 2017
$750,000,000 1.250% Notes due 2017
$750,000,000 2.250% Notes due 2019
$500,000,000 2.750% Notes due 2021
$500,000,000 3.250% Notes due 2024
Guaranteed as to Payment of Principal and Interest by Statoil Petroleum AS
(a wholly-owned subsidiary of Statoil ASA)
The floating rate notes due 2017 (the "floating rate notes") will bear interest at a floating rate equal to the 3-month U.S. dollar LIBOR rate
plus 20 basis points. The 1.250% notes due 2017 (the "2017 notes") will bear interest at the rate of 1.250% per year. The 2.250% notes due 2019 (the
"2019 notes") will bear interest at the rate of 2.250% per year. The 2.750% notes due 2021 (the "2021 notes") will bear interest at the rate of 2.750%
per year. The 3.250% notes due 2024 (the "2024 notes") will bear interest at the rate of 3.250% per year. Together, the 2017 notes, 2019 notes, 2021
notes and 2024 notes are referred to as the "fixed rate notes" and the fixed rate notes, together with the floating rate notes, are referred to as the
"notes." Statoil ASA will pay interest on the floating rate notes on each February 9, May 9, August 9 and November 9, subject to the modified
following day count convention, commencing on February 9, 2015. Statoil ASA will pay interest on the 2017 notes on each May 9 and November 9
commencing on May 9, 2015. Statoil ASA will pay interest on the 2019 notes on each May 8 and November 8, commencing on May 8, 2015. Statoil
ASA will pay interest on the 2021 notes on each May 10 and November 10, commencing on May 10, 2015. Statoil ASA will pay interest on the 2024
notes on each May 10 and November 10, commencing on May 10, 2015. The floating rate notes will mature on November 9, 2017. The 2017 notes
will mature on November 9, 2017. The 2019 notes will mature on November 8, 2019. The 2021 notes will mature on November 10, 2021. The 2024
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notes will mature on November 10, 2024.

The notes are unsecured and will rank equally with all of Statoil ASA's other unsecured and unsubordinated indebtedness from time to time
outstanding.

Statoil ASA may redeem any series of the fixed rate 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, Statoil ASA or Statoil Petroleum AS may redeem the notes of any series
in whole and not in part if certain tax events occur as described in this prospectus supplement.

The notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is
a criminal offense. Investment in these securities involves certain risks. See "Risk Factors" beginning on page 3 of the accompanying
prospectus and on page 92 of Statoil ASA's Annual Report on Form 20-F for the year ended December 31, 2013 for a discussion of certain
risks that you should consider in connection with an investment in the notes.

Per
Floating
Total for
Per
Per
Total for
Per
Total for
Per
Total for
Rate
Floating
2017
Total for
2019
2019
2021
2021
2024
2024

Note Rate Notes Note 2017 Notes Note
Notes

Note
Notes

Note
Notes

Public Offering
Price(1)
100.000% $500,000,000 99.736% $748,020,000 99.958% $749,685,000 99.363% $496,815,000 99.400% $497,000,000
Underwriting
Discount

0.125% $
625,000 0.125% $
937,500 0.140% $
1,050,000
0.185% $
925,000
0.225% $
1,125,000
Proceeds, before
expenses, to Statoil
ASA(1)
99.875% $499,375,000 99.611% $747,082,500 99.818% $748,635,000 99.178% $495,890,000 99.175% $495,875,000
(1)
Plus accrued interest, if any, from November 10 , 2014.
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 10, 2014.
Joint Book-Running Managers
BofA Merrill Lynch
J.P. Morgan
Morgan Stanley

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted
by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on Statoil ASA's ("Statoil") or Statoil
Petroleum AS's ("Statoil Petroleum") behalf or on behalf of the underwriters, to subscribe to or purchase any of the notes, and may not be used for or
in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation. See "Underwriting" below.

This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of notes. Accordingly, any person making or
intending to make an offer in that Relevant Member State of notes which are the subject of the offering contemplated in this prospectus supplement
may only do so in circumstances in which no obligation arises for Statoil or any of the underwriters to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither
Statoil nor the underwriters have authorised, nor do they authorise, the making of any offer of notes in circumstances in which an obligation arises for
Statoil or the underwriters to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any
relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

S-2

INCORPORATION OF DOCUMENTS BY REFERENCE

The Securities and Exchange Commission (the "SEC") allows us to incorporate by reference the information we file with them. This means
that we can disclose important information to you by referring to 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
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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, 2013 filed with the SEC on March 21, 2014.
Our Report on Form 6-K filed with the SEC on October 15, 2014, regarding resignation of Statoil's president and CEO and the board
of directors' appointment of an acting president and CEO.
Our Report on Form 6-K filed with the SEC on October 29, 2014, regarding Statoil's 2014 third quarter results.
Our Report on Form 6-K filed with the SEC on October 31, 2014, containing (1) the ratio of earnings to fixed charges and the
statement of calculation for the nine months ended September 30, 2014 and for each of the five fiscal years ended December 31,
2013; and (2) a statement of capitalization and indebtedness as at September 30, 2014.
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 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.

You may request a copy of these filings, at no cost, by writing or telephoning Statoil at the following address:

Statoil ASA
Forusbeen 50, N-4035
Stavanger, Norway
Tel. No.: 011-47-5199-0000

S-3

DESCRIPTION OF NOTES AND GUARANTEES

This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of Debt
Securities and Guarantees" beginning on page 10 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.

Floating Rate Notes due 2017 (the "floating rate notes")
Issuer: Statoil ASA.
Guarantor: Statoil Petroleum AS.
Title: Floating Rate Notes due 2017.
Total initial principal amount being issued: $500,000,000. .
Issuance date: November 10, 2014.
Maturity date: November 9, 2017.
Day count: Actual/360.
Day count convention: Modified following. If any interest payment date falls on a day that is not a business day, that interest payment date
will be postponed to the next succeeding business day unless that business day is in the next succeeding calendar month, in which case the
interest payment date will be the immediately preceding business day.
Interest rate: The interest rate for the first interest period will be the 3-month U.S. dollar London Interbank Offered Rate ("3-month U.S.
dollar LIBOR"), as determined two London business days prior to November 10, 2014, plus the spread (as described below). Thereafter, the
interest rate for any interest period will be 3-month U.S. dollar LIBOR, as determined on the applicable interest determination date, plus the
spread. The interest rate will be reset quarterly February 9, May 9, August 9, and November 9 commencing on February 9, 2015, subject to
the day count convention.
Date interest starts accruing: November 10, 2014.
Interest payment dates: Each February 9, May 9, August 9 and November 9 of each year, subject to the day count convention.
First interest payment date February 9, 2015.
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Spread: 20 basis points.
Interest periods: The period from and including an interest payment date to but excluding the following interest payment date; provided that
the first interest period will be the period from and including November 10, 2014, to but excluding the first interest payment date.
Interest determination date: The interest determination date relating to a particular interest reset date will be the second London business day
preceding such interest reset date. A "London business day" is a day on which dealings in deposits in U.S. dollars are transacted on the
London interbank market.
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is a business day.
Calculation Agent: Deutsche Bank Trust Company Americas.
Calculation of 3-month U.S. dollar LIBOR: The calculation agent will determine 3-month U.S. dollar LIBOR in accordance with the
following provisions: With respect to any interest determination date, 3-month U.S. dollar LIBOR will be the rate for deposits in U.S. Dollars
having a maturity of three months commencing on the interest reset date that appears on the designated LIBOR page as of 11:00 a.m., London
time, on that interest determination date. If no rate appears, 3-month U.S. dollar LIBOR, in respect of that interest determination date, will be
determined as follows: the calculation agent will request the principal London offices of each of four major banks in the London interbank
market, as selected by the calculation agent (after consultation with us), to provide the calculation agent with its offered quotation for deposits
in U.S. dollars for the period of three months, commencing on the interest reset date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that interest determination date and in a principal amount that is representative for a single
transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then 3-month U.S. dollar LIBOR on that interest
determination date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then 3-month U.S. dollar
LIBOR on the interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on
the interest determination date by three major banks in The City of New York selected by the calculation agent (after consultation with us) for
loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single
transaction in U.S. dollars in that market at that time; provided, however, that if the banks selected by the calculation agent are not providing
quotations in the manner described by this sentence, 3-month U.S. dollar LIBOR determined as of that interest determination date will be 3-
month U.S. dollar LIBOR in effect on that interest determination date. The designated LIBOR page is the Reuters screen "LIBOR01", or any
successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen "LIBOR01" is
the display designated as the Reuters screen "LIBOR01", or such other page as may replace the Reuters screen "LIBOR01" on that service or
such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits. All calculations made by the calculation agent for the purposes of calculating the interest rates on the floating
rate notes shall be conclusive and binding on the holders of the floating rate notes, Statoil ASA, Statoil Petroleum AS and the trustee, absent
manifest error.
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders, "reopen" the floating
rate notes and issue an unlimited principal amount of additional floating rate notes in one or more transactions subsequent to the date of this
prospectus supplement with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest
starts accruing) identical to the floating rate notes issued hereby. These additional floating rate notes will be deemed part of the same series as
the floating rate notes offered hereby and will provide the holders of these additional floating rate notes the right to vote together with holders
of the floating rate notes issued hereby. Statoil may reopen the floating rate notes only if the additional floating rate notes issued will be
fungible with the original floating rate notes for United States federal income tax purposes.
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $499,375,000.

S-4

1.250% Notes due 2017 (the "2017 notes")
Issuer: Statoil ASA.
Guarantor: Statoil Petroleum AS.
Title: 1.250% Notes due 2017.
Total initial principal amount being issued: $750,000,000 .
Issuance date: November 10, 2014.
Maturity date: November 9, 2017.
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Interest rate: 1.250% per annum.
Date interest starts accruing: November 10, 2014.
Interest payment dates: Each May 9 and November 9.
First interest payment date: May 9, 2015.
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: 5 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 this prospectus
supplement with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts
accruing) identical to the 2017 notes issued hereby. These additional 2017 notes will be deemed part of the same series as the 2017 notes
offered hereby and will provide the holders of these additional 2017 notes the right to vote together with holders of the 2017 notes issued
hereby. Statoil may reopen the 2017 notes only if the additional 2017 notes issued will be fungible with the original 2017 notes for United
States federal income tax purposes.
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $747,082,500.

S-5

2.250% Notes due 2019 (the "2019 notes")
Issuer: Statoil ASA.
Guarantor: Statoil Petroleum AS.
Title: 2.250% Notes due 2019.
Total initial principal amount being issued: $750,000,000 .
Issuance date: November 10, 2014.
Maturity date: November 8, 2019.
Interest rate: 2.250% per annum.
Date interest starts accruing: November 10, 2014.
Interest payment dates: Each May 8 and November 8.
First interest payment date: May 8, 2015.
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: 10 basis points.
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders, "reopen" the 2019 notes
and issue an unlimited principal amount of additional 2019 notes in one or more transactions subsequent to the date of this prospectus
supplement with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts
accruing) identical to the 2019 notes issued hereby. These additional 2019 notes will be deemed part of the same series as the 2019 notes
offered hereby and will provide the holders of these additional 2019 notes the right to vote together with holders of the 2019 notes issued
hereby. Statoil may reopen the 2019 notes only if the additional 2019 notes issued will be fungible with the original 2019 notes for United
States federal income tax purposes.
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $748,635,000.

S-6
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2.750% Notes due 2021 (the "2021 notes")
Issuer: Statoil ASA.
Guarantor: Statoil Petroleum AS.
Title: 2.750% Notes due 2021.
Total initial principal amount being issued: $500,000,000.
Issuance date: November 10, 2014.
Maturity date: November 10, 2021.
Interest rate: 2.750% per annum.
Date interest starts accruing: November 10, 2014.
Interest payment dates: Each May 10 and November 10.
First interest payment date: May 10, 2015.
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: 12.5 basis points.
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders, "reopen" the 2021
notes and issue an unlimited principal amount of additional 2021 notes in one or more transactions subsequent to the date of this prospectus
supplement with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts
accruing) identical to the 2021 notes issued hereby. These additional 2021 notes will be deemed part of the same series as the 2021 notes
offered hereby and will provide the holders of these additional 2021 notes the right to vote together with holders of the 2021 notes issued
hereby. Statoil may reopen the 2021 notes only if the additional 2021 notes issued will be fungible with the original 2021 notes for United
States federal income tax purposes.
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $495,890,000.

S-7

3.250% Notes due 2024 (the "2024 notes")
Issuer: Statoil ASA.
Guarantor: Statoil Petroleum AS.
Title: 3.250% Notes due 2024.
Total initial principal amount being issued: $500,000,000.
Issuance date: November 10, 2014.
Maturity date: November 10, 2024.
Interest rate: 3.250% per annum.
Date interest starts accruing: November 10, 2014.
Interest payment dates: Each May 10 and November 10.
First interest payment date: May 10, 2015.
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.
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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 2024
notes and issue an unlimited principal amount of additional 2024 notes in one or more transactions subsequent to the date of this prospectus
supplement with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts
accruing) identical to the 2024 notes issued hereby. These additional 2024 notes will be deemed part of the same series as the 2024 notes
offered hereby and will provide the holders of these additional 2024 notes the right to vote together with holders of the 2024 notes issued
hereby. Statoil may reopen the 2024 notes only if the additional 2024 notes issued will be fungible with the original 2024 notes for United
States federal income tax purposes.
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $495,875,000.

S-8

The following terms apply to the fixed rate notes:
Optional make whole redemption: Statoil has the right to redeem any and all series of the fixed rate 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 applicable series of notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of
notes to be redeemed (not including any portion of payments of interest accrued to the redemption date) discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 5 basis points in the case of
the 2017 notes, 10 basis points in the case of the 2019 notes, 12.5 basis points in the case of the 2021 notes and 15 basis points in the case of
the 2024 notes, plus, in each case, accrued and unpaid interest to the date of redemption. For purposes of determining the optional make-
whole redemption price, the following definitions are applicable: "Treasury rate" means, with respect to any redemption date, the rate per
year equal to the semi-annual equivalent yield to maturity or interpolated (on a day count basis) of the comparable treasury issue, assuming
a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such
redemption date. "Comparable treasury issue" means the U.S. Treasury security or securities selected by the quotation agent as having an
actual or interpolated maturity comparable to the remaining term of the applicable series of the notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such notes. "Comparable treasury price" means, with respect to any redemption date, the
average of the reference treasury dealer quotations for such redemption date. "Quotation agent" means one of the reference treasury dealers
appointed by Statoil. "Reference treasury dealer" means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities 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 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.
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.
The following terms apply to each series of the notes:
Guarantee: Payment of the principal of and interest on the notes is guaranteed by Statoil Petroleum AS. For more information about the
guarantee, you should read "Description of Debt Securities and Guarantees" beginning on page 10 of the accompanying prospectus.
Denomination: The notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
Business day: A "business day" for these purposes is any weekday on which banking or trust institutions in neither New York nor Oslo are
authorized generally or obligated by law, regulation or executive order to close.
Ranking: The notes are unsecured and will rank equally with all of Statoil's other unsecured and unsubordinated indebtedness from time to
time outstanding.
Optional tax redemption: Statoil and Statoil Petroleum have the option to redeem the notes of any series, in whole and not in part, at any
time (except in the case of the floating rate notes, which may be redeemed on any Interest Payment Date) 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
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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 3, 2014 in the jurisdiction where Statoil or Statoil Petroleum is incorporated or, if different tax resident, Statoil or Statoil
Petroleum, as applicable, would be required to pay additional amounts as described below under "Payment of additional amounts". If Statoil
or Statoil Petroleum is succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor entity is
organized or incorporated or, if different, tax resident, and the applicable date will be the date the entity became a successor. Statoil or Statoil
Petroleum do not have the option to redeem in this case if either Statoil or Statoil Petroleum, as applicable, could have avoided the payment
of additional amounts or the deduction or withholding by using reasonable measures available to Statoil or Statoil Petroleum, as applicable.

The second situation is where, following a merger, consolidation, sale or lease of Statoil's or Statoil Petroleum's assets to a person that
assumes Statoil's or Statoil Petroleum's obligations under the applicable series of the notes, that person is required to pay additional amounts
as described below under "Payment of additional amounts". Statoil, Statoil Petroleum or the other person would have the option to redeem
the applicable series of the notes in this situation even if the additional amounts became payable immediately after such assumption. None of
Statoil, Statoil Petroleum or 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.
Payment of additional amounts: None payable under current law. The government or any political subdivision or taxing authority of such
government of any jurisdiction where Statoil or Statoil Petroleum is incorporated (currently the Kingdom of Norway) or, if different, tax
resident may require Statoil or Statoil Petroleum to withhold amounts from payments on the principal or interest on the notes of any series or
payment under the guarantees for taxes, assessments or any other governmental charges. If any such jurisdiction requires a withholding of
this type, Statoil or Statoil Petroleum may be required to pay the noteholder additional amounts so that the net amount the noteholder
receives will be the amount specified in the applicable series of the notes. However, in order for the noteholder to be entitled to receive the
additional amounts, the noteholder must not be resident in the jurisdiction that requires the withholding. Statoil and Statoil Petroleum will
not have to pay additional amounts under any or any combination of the following circumstances:
The tax, assessment or governmental charge is imposed only because the noteholder, or a fiduciary, settlor, beneficiary or member or
shareholder of, or possessor of a power over, the noteholder, if the noteholder is an estate, trust, partnership or corporation, was or is
connected to the taxing jurisdiction, other than by merely holding the notes or receiving principal or interest in respect thereof. These
connections include where the noteholder or related party:
is or has been a citizen or resident of the jurisdiction;
is or has been present or engaged in trade or business in the jurisdiction; or
has or had a permanent establishment in the jurisdiction.
The tax, assessment or governmental charge is imposed due to the presentation of the notes (where presentation is required) for
payment on a date more than 30 days after the applicable series of the notes became due or after the payment was provided for,
whichever occurs later.
The tax, assessment or governmental charge is on account of an estate, inheritance, gift, sale, transfer, personal property or similar
tax, assessment or other governmental charge.
The tax, assessment or governmental charge is for a tax or governmental charge that is payable in a manner that does not involve
withholding.
The tax, assessment or governmental charge is imposed or withheld because the noteholder or beneficial owner failed to comply with
any of Statoil's following requests:
to provide information about the nationality, residence or identity of the noteholder or beneficial owner, or
to make a declaration or other similar claim or satisfy any information or reporting requirements,
in each case that the statutes, treaties, regulations or administrative practices of the taxing jurisdiction require as a precondition to
exemption from all or part of such tax, assessment or governmental charge.
The tax, assessment or governmental charge is imposed pursuant to European Union Directive 2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings or any law or
agreement implementing or complying with, or introduced to conform to, such directive.
The tax, assessment or governmental charge is imposed on a noteholder or beneficial owner who could have avoided such
withholding or deduction by presenting its notes (where presentation is required) to another paying agent.
The noteholder is a fiduciary, partnership or other entity that is not the sole beneficial owner of the payment of the principal of, or any
interest on, the notes, and the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) require the
payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary, a member of such
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partnership or a beneficial owner who would not have been entitled to such additional amounts had such beneficiary, settlor, member
or beneficial owner been the noteholder of the notes.
The foregoing provisions will also apply to any present or future taxes, assessments or governmental charges imposed by any jurisdiction in which
Statoil's or Statoil Petroleum's successor is organized or incorporated or, if different, tax resident.
Form of notes: The notes of each series will be issued as one or more global securities. You should read "Description of Debt Securities and
Guarantees--Legal Ownership--Global Securities" beginning on page 13 of the accompanying prospectus for more information about
global securities.
Name of depositary: The Depository Trust Company, commonly referred to as "DTC".
Trading through DTC, Clearstream, Luxembourg and Euroclear: 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
Banking, société anonyme, in Luxembourg ("Clearstream, Luxembourg"), customers and/or Euroclear Bank S.A./N.V. ("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 20 of the accompanying prospectus.
Sinking fund: There is no sinking fund.
Trustee: Statoil will issue the notes under an indenture with Deutsche Bank Trust Company Americas, as trustee, dated as of April 15,
2009, and supplemented as of May 26, 2010, which is described on page 14 of the accompanying prospectus.
Use of proceeds: The net proceeds from the sale of the notes will be used for general corporate purposes, which may include repayment or
purchase of existing debt (including debt incurred in connection with acquisitions), working capital or the financing of acquisitions.
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.

S-9

GENERAL INFORMATION
Documents Available

Statoil files annual and other reports with the SEC. Any document Statoil files with the SEC may be read and copied at the SEC's Public
Reference Room at 100 F Street N.E., Washington, D.C. 20549. You may obtain more information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Statoil's filings are also available to the public at the SEC's website at http://www.sec.gov.

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 and Clearstream, Luxembourg systems. The floating rate notes have the
following codes: CUSIP 85771PAU6 and ISIN US85771PAU66. The 2017 notes have the following codes: CUSIP 85771PAT9 and ISIN
US85771PAT93. The 2019 notes have the following codes: CUSIP 85771PAW2 and ISIN US85771PAW23. The 2021 notes have the following
codes: CUSIP 85771PAV4 and ISIN US85771PAV40. The 2024 notes have the following codes: CUSIP 85771PAX0 and ISIN US85771PAX06.

Principal Executive Offices

Statoil's principal executive offices are located at Forusbeen 50, N-4035, Stavanger, Norway.

S-10
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form424b2.htm

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our current and long-term finance debt and total capitalization as at September 30, 2014 and on an as adjusted
basis to give effect to the offering.

As at September 30, 2014

As adjusted(1)

NOK

USD(2)

NOK

USD(2)

(in billions)

(in billions)

Current finance debt

27.6
4.3
27.6
4.3
Non-current finance debt

Finance Debt

160.9
24.9
180.2
27.9
Unsecured

160.5
24.9
179.8
27.9
Secured

0.4
0.1
0.4
0.1
Non-controlling interests:

0.4
0.1
0.4
0.1
Shareholders' equity:

Share capital

8.0
1.2
8.0
1.2
Additional paid-in capital

40.2
6.2
40.2
6.2
Retained earnings

284.0
44.0
284.0
44.0
Currency translation adjustments

33.3
5.2
33.3
5.2
Total equity

365.9
56.7
365.9
56.7
Total finance debt and equity

554.4
85.9
573.7
88.9
(1)
Adjusted to give effect to the issuance.
(2)
Solely for the convenience of the reader, translations from Norwegian kroner into U.S. dollars are made at the rate of NOK 6.4524 to USD
1.00, the Central Bank of Norway buying rate on September 30, 2014.

S-11

UNDERWRITING

Each underwriter named below has severally agreed, subject to the terms and conditions of the Pricing Agreement with Statoil and Statoil
Petroleum, dated as of the date of this prospectus supplement, to purchase the principal amount of each series of notes set forth below opposite its
name. The underwriters are committed to purchase all of the notes if any notes are purchased.

Principal Amount of Notes

Floating Rate
2017
2019
2021
2024
Underwriter

Notes
Notes
Notes
Notes
Notes

Merrill Lynch, Pierce, Fenner & Smith Incorporated
$ 166,667,000 $ 250,000,000 $ 250,000,000 $ 166,666,000 $ 166,667,000
J.P. Morgan Securities LLC
$ 166,666,000 $ 250,000,000 $ 250,000,000 $ 166,667,000 $ 166,667,000
Morgan Stanley & Co. LLC
$ 166,667,000 $ 250,000,000 $ 250,000,000 $ 166,667,000 $ 166,666,000

Total

$ 500,000,000 $ 750,000,000 $ 750,000,000 $ 500,000,000 $ 500,000,000
The underwriters have agreed to reimburse Statoil for a portion of its expenses up to a certain amount.

The notes are new issues of securities with no established trading markets. Statoil and Statoil Petroleum have been advised by the
underwriters that the underwriters intend to make a market in each series of the notes but are not obligated to do so and may discontinue market-
making at any time without notice. No assurance can be given as to the liquidity of the trading markets for the notes.

Statoil and Statoil Petroleum have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended.

The underwriters propose to offer each series of the notes initially at the applicable offering price on the cover page of this prospectus
supplement. The underwriters may sell notes to securities dealers at a discount from the initial public offering price of up to 0.075% of the principal
amount of the floating rate notes, up to 0.750% of the principal amount of the 2017 notes, up to 0.090% of the principal amount of the 2019 notes, up
to 0.100% of the principal amount of the 2021 notes and up to 0.135% of the principal amount of the 2024 notes. These securities dealers may resell
any notes purchased from the underwriters to other brokers or dealers at a discount from the initial public offering price of up to 0.038% of the
principal amount of the floating rate notes, up to 0.038% of the principal amount of the 2017 notes, up to 0.050% of the principal amount of the 2019
notes, up to 0.050% of the principal amount of the 2021 notes and up to 0.090% of the principal amount of the 2024 notes. After the initial public
offering, the underwriters may change the offering prices and the other selling terms.
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Document Outline

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