2016

                         

Annual Report

on Form 20-F

 

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

                                                                                           FORM 20-F

(Mark One)

    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended December 31, 2016

OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _________ to _________

OR

    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of event requiring this shell company report _________

Commission file number 1-15200

Statoil ASA

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of Registrant’s Name Into English)

Norway

(Jurisdiction of Incorporation or Organization)

Forusbeen 50, N-4035, Stavanger, Norway

(Address of Principal Executive Offices)

Hans Jakob Hegge

Chief Financial Officer

Statoil ASA

Forusbeen 50, N-4035

Stavanger, Norway

Telephone No.: 011-47-5199-0000

Fax No.: 011-47-5199-0050

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange On Which Registered

American Depositary Shares

New York Stock Exchange

Ordinary shares, nominal value of NOK 2.50 each

New York Stock Exchange

 

*Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:       None 

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:        None 

 

 

 

 

 

 

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

Ordinary shares of NOK 2.50 each                                                        

3,245,049,411

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

X Yes   ☐  No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes   X No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

X Yes   ☐  No

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).**

 

Yes   ☐  No

**This requirement does not apply to the registrant in respect of this filing.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   X

Accelerated filer   ☐ 

Non-accelerated filer   ☐ 

 

 

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP   ☐ 

International Financial Reporting Standards as issued
by the International Accounting Standards Board     X

Other    ☐ 

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

Item 17  ☐   

 

 

 

Item 18  ☐   

 

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes   X No

 

 

                           

Statoil, Annual Report on Form 20-F 2016      1  


 

 

 

  

2     Statoil, Annual Report on Form 20-F 2016       


INTRODUCTION  
Message from Chair of the board 3
Chief executive letter 5

Statoil at a glance

6
About the report 8
   

STRATEGIC REPORT

 
2.1 Strategy and market overview 9

2.2 Business overview

14

2.3 DPN - Development and Production Norway

19

2.4 DPI - Development and Production International

27

2.5 MMP - Marketing, Midstream and Processing

33

2.6 Other group

36

2.7 Corporate

39

2.8 Operating and financial performance

44

2.9 Liquidity and capital resources

69

2.10 Risk review

74

2.11 Safety, security and sustainability

85
2.12 Our people 90
   

CORPORATE GOVERNANCE

 

3.1 Introduction

93

3.2 General meeting of shareholders

96

3.3 Nomination committee

97

3.4 Corporate assembly

98

3.5 Board of directors

101

3.6 Management

111

3.7 Compensation to governing bodies

116

3.8 Share ownership

124

3.9 External auditor

125

3.10 Controls and procedures

127
   

FINANCIAL STATEMENTS AND SUPPLEMENTS

 
4.1 Statoil Consolidated financial statements 129
   

ADDITIONAL INFORMATION

 

5.1 Shareholder information

203

5.2 Accounting standards (IFRS) and Non-GAAP measures

216

5.3 Legal proceedings

220
5.6 Terms and abbreviations 221
5.7 Forward-looking statements 224

5.8 Signature page

225

5.9 Exhibits

226

5.10 Cross reference to Form 20-F

227

 


 

 

 

 




Dear shareholder,

 

2016 was a challenging year for the oil and gas industry. Across the industry, the financial results were impacted by the continued low price environment and Statoil ended up with a negative net income of USD 2.9 billion. In this situation, it is encouraging to see how well the company has delivered on its improvement programme and that the operational performance has continued to be strong. Statoil is now well positioned to for the future. 

 

The board of directors has in its work focused both on short term measurements to secure the company’s position in a challenging environment, and more long term through the work of sharpening our strategy. Protecting and enhancing shareholder value guides the board of directors in its work and priorities – short and long term.

 

Strong safety performance is essential for the company’s operations. Last year we experienced the worst imaginable, with a fatality on a yard in South Korea and a helicopter crash outside Bergen that took 13 lives.

 

Further, the serious incident frequency, measured as incidents per million hours worked for both Statoil employees and contractors, increased from 0.6 in 2015 to 0.8 in 2016. Together with the administration, the board of directors has focused on new steps to reinforce safety measures and get back to a positive trend to improve our safety performance.

 

The response to the market challenge through our improvement programme delivered annualised efficiency gains of USD 3.2 billion measured against a 2013 baseline, USD 700 million above the USD 2.5 billion target. As the company moves from an improvement programme to an improvement culture, new targets are set.

 

The board of directors have during the year worked closely with the administration to review and confirm Statoil’s sharpened strategy. Statoil has set clear principles for the development of a distinct and competitive portfolio. Statoil will develop long-term value on the

Norwegian continental shelf, deepen in core areas and develop new growth options internationally, and grow value creation in its marketing and midstream business. The company is making progress in creating a material industrial position in new energy solutions, primarily focused on offshore wind.

 

Responding to the climate challenge and preparing Statoil for a low carbon future is an integrated part of our strategy. Concrete actions to reduce greenhouse gas emissions in the operations have been implemented, and steps have been taken to build a more resilient portfolio. The updated climate roadmap captures the new set of measurements to be implemented.

 

Statoil remains committed to shareholder value creation and maintained the dividend during the year. A resolution is proposed to the annual general meeting to maintain the dividend at USD 0.2201 per share in the fourth quarter, and to continue the scrip dividend programme through to the third quarter of 2017.

 

The board of directors believes the company is well prepared to deal with the current market situation and has the competence, capacity and leadership necessary to create new opportunities and long-term value for our shareholders.

 

I would like to thank our shareholders for their continued investment, as well as the many employees of Statoil for all the dedication and commitment they show every day.

 

 

 

 

Øystein Løseth

Chair of the board




 

 

 

Statoil, Annual Report on Form 20-F 2016      3  


 

 

 

 

 

 

 

 

 

  


4     Statoil, Annual Report on Form 20-F 2016       


 

Dear fellow shareholder,

 

 

Safety and security is our top priority in Statoil. And while 2016 was a year of many achievements, we also experienced the worst thinkable. We had a contractor fatality during construction work in South Korea, and on 29 April we lost 13 colleagues when a helicopter crashed on its way from Gullfaks B to Bergen.

 

For the year as a whole, our serious incident frequency came in at 0.8, an increase from the two previous years. We are not satisfied with this development and have taken several steps to reinforce safety measures throughout the company.

 

In 2016, we saw oil prices below USD 30 per barrel and while prices increased towards the end of the year, our average realised liquids price was still below USD 40 per barrel for the year as a whole.

 

We delivered our cost improvement programme above target. The next step will be to go from project mode to a culture of continuous improvement, and we have set a target of achieving USD 1 billion in additional cost improvements in 2017.

 

By reworking solutions from reservoir to market, we have transformed our opportunity set. The break-even price for our “Next generation” portfolio of projects (those sanctioned since 2015 or planned for sanction with start up by 2022), is now at USD 27 per barrel of oil equivalent (boe).

 

Organic capex for 2016 was USD 10.1 billion, a USD 3 billion reduction from the original guiding. Production for the full year was 1,978 mboe per day, a slight increase from 2015 due to continued high production efficiency and despite high turnaround activity. Our reserve-replacement ratio (RRR) was 93%.

 

“High value, low carbon” is at the core of our sharpened strategy. We believe the winners in the energy transition will be the producers which can deliver at low cost and with low carbon emissions.

Statoil is pursuing a distinct and value-driven strategy:

·           On the Norwegian continental shelf (NCS) we have a unique position which we will leverage further to build our future business and maximise value

·           In our international upstream business, we will focus, deepen and explore further. Brazil is a core area for us, together with our position in the highly flexible US onshore business

·           For the Marketing , Midstream and Processing (MMP) business area , the job is to secure flow assurance by accessing premium markets and strengthening asset-backed trading, based on a ‘capex light’ approach

·           In the New Energy Solutions (NES) business area, we are building a profitable business with the long-term potential to account for 15-20% of our capex in 2030, provided that we can access and mature attractive opportunities

 

Our commitment to long-term sustainable value creation, is in line with the principles of the UN Global Compact.

 

We believe a low carbon footprint will make us more competitive in the future. We also believe there are attractive business opportunities in the transition to a low-carbon economy. Statoil intends to be part of this transformation in order to fulfil our purpose of turning natural resources into energy for people and progress for society. Our Climate roadmap explains how we plan to achieve this and how we will develop our business, supporting the ambitions of the Paris climate agreement. 

 

I look forward to further strengthening Statoil in 2017, pursuing the priorities set out at our Capital markets update: resetting our cost base, transforming our opportunity set and continuing to chase improvements. We have sharpened our strategy as an energy company towards 2030, and are ready to capitalise on high-value opportunities.

 

 

Eldar Sætre

President and Chief Executive Officer

Statoil ASA

 

 

  

 

Statoil, Annual Report on Form 20-F 2016      5  


 

STATOIL AT A GLANCE

 

Our history

The company was founded as The Norwegian State Oil company (Statoil) in 1972, and became listed on the Oslo Børs (Norway) and New York Stock Exchange (US) in June 2001. Statoil merged with Hydro`s oil and gas division in October 2007.

 

Statoil is an international energy company with operations in over 30 countries. We are headquartered in Stavanger, Norway with approximately 20,500 employees worldwide. We create value through safe and efficient operations, innovative solutions and technology. Statoil’s competitiveness is founded on our values-based performance culture, with a strong commitment to transparency, cooperation and continuous operational improvement.

 

Our shareholders

The Norwegian State is the largest shareholder in Statoil, with a direct ownership interest of 67%. Its ownership interest is managed by the Norwegian Ministry of Petroleum and Energy. US investors hold 9.6%, Norwegian Private owners hold 8.9%, other European investors hold 7.1%, UK investors hold 5.1% and others hold 1.5%.

 

 

Our business areas

We have eight business areas:

·           Development and Production Norway

·           Development and Production International

·           Development and Production USA

·           Marketing, Midstream and Processing

·           Technology, Projects and Drilling

·           Exploration 

·           Global Strategy and Business Development

·           New Energy Solutions

 

 

Our strategy

Statoil is an energy company committed to long-term value creation in a low carbon future. Statoil will develop and maximise the value of its unique Norwegian continental shelf position, its international oil and gas business and its growing new energy business; focusing on safety, cost and carbon efficiency. Statoil is a values based company where empowered people collaborate to shape the future of energy.

 

 

Our values

Open, Collaborative, Courageous and Caring.

 

 

Our dividend  policy

It is Statoil's ambition to grow the annual cash dividend, measured in USD per share, in line with long term underlying earnings. Statoil announces dividends on a quarterly basis. In May 2016, the annual general meeting approved the introduction of a two-year scrip dividend programme commencing from the fourth quarter of 2015.  

 

6     Statoil, Annual Report on Form 20-F 2016       


 

Key figures and highlights

 

(in USD million, unless stated otherwise)

  For the year ended 31 December

2016

2015

2014

2013

2012

 

 

 

 

 

 

 

Financial information 4)

 

 

 

 

 

Total revenues and other income 3)

45,873

59,642

99,264

108,318

123,660

Net operating income

80

1,366

17,878

26,572

35,808

Operating expenses

(9,025)

(10,512)

(11,657)

(12,669)

(10,467)

Net income

(2,902)

(5,169)

3,887

6,713

12,234

Non-current finance debt

27,999

29,965

27,593

27,197

18,137

Net interest-bearing debt before adjustments

18,372

13,852

12,004

9,542

7,057

Total assets

104,530

109,742

132,702

145,572

140,921

Share capital

1,156

1,139

1,139

1,139

961

Non-controlling interest

27

36

57

81

121

Total equity

35,099

40,307

51,282

58,513

57,468

Net debt to capital employed ratio before adjustments

34.4%

25.6%

19.0%

14.0%

10.9%

Net debt to capital employed ratio adjusted

35.6%

26.8%

20.0%

15.2%

12.4%

Calculated ROACE based on Average Capital Employed before adjustments

(4.7%)

(8.9%)

3.4%

11.3%

18.7%

 

 

 

 

 

 

 

Operational information

 

 

 

 

 

Equity oil and gas production (mboe/day)

1,978

1,971

1,927

1,940

2,004

Proved oil and gas reserves (mmboe)

5,013

5,060

5,359

5,600

5,422

Reserve replacement ratio (annual)

0.93

0.55

0.62

1.28

0.99

Reserve replacement ratio (three-year average)

0.70

0.81

0.97

1.15

1.01

Production cost equity volumes (USD/boe)

5.0

5.9

7.6

7.5

7.2

 

 

 

 

 

 

 

Share information 1)

 

 

 

 

 

Diluted earnings per share USD

(0.91)

(1.63)

1.21

2.14

3.80

Share price at Oslo Børs (Norway) on 31 December in NOK

158.40

123.70

131.20

147.00

139.00

Dividend per share USD 2)

0.88

1.07

0.97

1.15

1.21

Weighted average number of ordinary shares outstanding (in thousands)

3,194,880

3,179,443

3,179,959

3,180,684

3,181,546

 

 

 

 

 

 

 

1)

See section 5.1 Shareholder information for a description of how dividends are determined and information on share repurchases.

2)

Proposed cash dividend for the second quarter of 2016. From and including the third quarter of 2015, dividends were declared in USD. Dividends in previous periods were declared in NOK. Figures for 2015 and earlier periods are presented using the Central Bank of Norway year end rates for Norwegian kroner.

3)

Total revenues and other income for 2013 and 2012 are restated.

4)

On 1 January 2016 Statoil changed its presentation currency from Norwegian kroner (NOK) to US dollar (USD), mainly in order to better reflect the underlying USD exposure of Statoil’s business activities and to align with industry practice. Comparative figures have been represented in USD to reflect the change. For further details, reference is made to Note 26 Change of presentation currency to the Consolidated Financial Statements.

 

Statoil, Annual Report on Form 20-F 2016      7  


 

About the report

This document constitutes the Annual report on Form 20-F in accordance with the US Securities and Exchange Act of 1934 applicable to foreign private issuers. A cross reference to the Form 20-F requirements are set out in section 5.10 in this report. The Annual report on Form 20-F and other related documents are filed with the US Securities and Exchange Commission (the SEC).

 

Financial reporting terms used in this report are in accordance with International Financial Reporting Standards (IFRS) as adopted by the European union (EU) and also comply with IFRS as issued by the International Accounting Standards Board (IASB), effective at 31 December 2016. This document should be read in conjunction with the cautionary statement in section 5.7 Forward-looking statement.

 

The Statoil Annual report and Form 20-F may be downloaded from Statoil’s website at [Statoil.com/annualreport2016]. No other material on Statoil’s website forms any part of such document. References to this document or other documents on Statoil’s website are included as an aid to their location and are not incorporated by reference into this document. All of the SEC filings made available electronically by Statoil may be obtained from the SEC at 100 F Street, N.E., Washington D.CC. 20549, United States or on the SEC’s website at www.sec.gov

 

  

 

8     Statoil, Annual Report on Form 20-F 2016       


 

2.1 Strategy and market overview

 

Statoil’s business environment

Market overview

2016 was another year of sub-par growth, with global economic GDP growth easing from 2.6% to 2.3%. This was largely driven by the slowdown in OECD economies, with non-OECD economies gaining momentum over the year. In the United States, consumer spending remained healthy, but investment contracted and resulted in GDP growth decelerating from 2.6% in 2015 to 1.6%. Economic expansion continued at a moderate pace in the Euro-zone at 1.7%, supported by private consumption and higher employment. The economy in the United Kingdom held up well despite the EU Leave vote, while in contrast Japan logged relatively modest growth. Emerging markets maintained their growth rate from 2015, partly due to Russia heading towards economic recovery during the year. 2016 saw China's growth stabilise due to intensified stimulus efforts amidst the continued slowdown since 2012, caused by economic rebalancing. India’s GDP growth rate eased to 6.6% on the sudden demonetarisation of large currency notes that hampered consumption. Several major forces are at play in the global economy and will continue to affect demand, including relatively low commodity prices, low interest rates, increased policy uncertainty and weak world trade. 

 

Global oil demand grew by a healthy 1.5 mmbbl per day in 2016. Production from non-Opec countries reacted to lower prices and declined by 0.9 mmbbl, with most of the decline taking place in North America and China. However, Opec added 1.1 mmbbl per day to production. This resulted in an oversupplied market throughout 2016, with storage levels moderately increasing.

 

The first half of 2016 saw a downward trend in gas prices, which reflected both market balance and surrounding competitive fuels. However, in the second half of 2016, markets have strengthened due to a rebounding commodity market and demand responding to weak gas prices in the first half of 2016.

 

Oil prices and refining margins

Higher than usual volatility characterised the oil market in 2016 as it did in the previous year, with the price of dated Brent moving in a range between USD 26 per barrel to USD 55 per barrel.

 

Oil prices

The oil market is generally volatile and has been highly volatile since June 2014. The average price for dated Brent crude in 2016 was USD 43.7 per barrel, down USD 10 per barrel from 2015. The dated Brent oil price started the year on a downward trajectory and hit a low of USD 26 per barrel in the second half of January. Positive market sentiment driven by healthy demand growth and significant supply disruptions pushed the price of dated Brent up to around USD 50 per barrel by the end of second quarter. The return of disrupted volumes during the summer and signs of weakening demand growth sent prices down again towards USD 40 per barrel early in August. The price of dated Brent recovered somewhat again in the third quarter after Opec and Russia agreed to come up with a plan to freeze or cut their production. The Opec meeting in late November concluded with an agreement among the members to cut joint output by 1.2 mmbbl per day effective 1 January 2017, alongside a non-Opec cut of around 0.6 mmbbl per day. The immediate effect of this announcement was an increase in the dated Brent price towards USD 53 per barrel. The futures market for Brent at the Intercontinental Exchange (ICE) was in contango throughout 2016.

 

Over the course of 2016, North American tight oil has provided the largest share of non-Opec declines that offset continued growth in Opec production. While US shale production has been in decline over much of the past two years, productivity gains and cost reductions have accelerated, planting the seeds of future growth. Specifically, enhanced completions and extended-reach laterals have allowed producers to do more with less. Nowhere is this more evident than in the Permian basin of West Texas. As oil prices have increased during the course of the year, the Permian has recorded the largest rebound in drilling rigs. At current levels, the Permian basin is home to almost 50% of all oil rigs in the US, up from 30% in early 2013. From a pricing perspective, declining production, an abundance of infrastructure, and the lifting of the crude export ban have caused most North American grades to price close to their technical refining values, reflective of the ongoing de-bottlenecking of US onshore crude pipeline infrastructure. These narrow differentials relative to global waterborne crudes have caused rail loadings to fall precipitously with all indications being that this trend is set to continue in the years ahead.

 

Refinery margins

2016 was a solid year for European refinery margins. Through 2015, a surplus of crude oil had been converted to a surplus of products, incentivised by strong margins. By early 2016, diesel stocks were building fast and diesel margins were low. Refineries then shifted to maximise gasoline output, in expectation of a strong summer gasoline market. However, summer gasoline demand disappointed, leading to stocks building and sharply falling gasoline margins. Weak product prices through the summer led to constrained refinery throughput and supported demand. By the fourth quarter, the gasoline market rebalanced and diesel stocks fell

Statoil, Annual Report on Form 20-F 2016      9  


 

again. This caused refinery margins to improve again in the fourth quarter. The average margin for an upgraded refinery in North West Europe was solid and in line with 2014, but well below 2015 margins.

 

Natural gas prices

Natural gas prices declined throughout 2015 but stabilised in the second quarter of 2016. The fourth quarter of 2016 experienced a robust price recovery due to consumption growth in Asia and Europe. Henry Hub experienced its lowest annual price in over a decade through 2016.

 

Gas prices – Europe

NBP prices fell from an average of USD 7.5/MMBtu in first quarter 2015 to USD 5.4/MMBtu in fourth quarter 2015. The decline continued in first quarter 2016, averaging USD 4.3/MMBtu, before falling to a decade low of USD 3/MMBtu in August 2016. Since August’s low point, average monthly prices have strengthened, closing 2016 at USD 6.2/MMBtu and resulting in an annual 2016 average of USD 5/MMBtu.

 

EU gas consumption continued to grow in 2016 as power generation responded to higher priced coal and outages of nuclear reactors in France. Furthermore, heating demand has responded to a more normal European weather pattern. EU indigenous gas production held at a record low of 125 bcm as the Dutch government revised the production limit at the Groningen field down to 24 bcm. European imports from Russia were at a record high of 179 bcm and imports from Norway were at the same record level as in 2015, 108 bcm. Record levels of pipeline imports have been encouraged by a small downturn in LNG deliveries to Europe. LNG supplies into North Western Europe have diminished, whilst imports into Southern Europe remain constant.

 

Gas prices - North America

Gas prices were volatile in 2016, falling below USD 2/MMBtu early in the year, before rising above USD 3/MMBtu at the end of the year. The Henry Hub average of USD 2.4/MMBtu was the lowest annual price in over a decade, down from USD 2.6/MMBtu in 2015 largely as a result of oversupply. US gas producers responded to the falling prices by withdrawing rigs to the lowest level in decades. Gas production fell throughout the year as a result. Demand for gas was strong in 2016, with natural gas replacing coal in the power sector and LNG exports starting from the Gulf Coast.

 

Global LNG prices

LNG prices fell throughout 2015 from an average of USD 7.3/MMBtu in first quarter 2015 to USD 4.5/MMBtu in first quarter 2016, but stabilised in second quarter of 2016 at an average of USD 4.9/MMBtu.  The second half of 2016 experienced robust price recovery to average USD 8/MMBtu in fourth quarter 2016, largely due to consumption growth in Asia and the Middle East, further intensified by lower-than-expected ramp-up of new LNG facilities as well as unplanned outages.

 

Statoil’s corporate strategy

Statoil is an energy company committed to long-term value creation in a low carbon future. Statoil creates value by turning natural resources into energy for people and progress for society. Statoil will develop and maximise the value of its unique NCS position, its international oil and gas business and its growing new energy business, focusing on safety, cost and carbon efficiency. Statoil is a values-based company where empowered people collaborate to shape the future of energy.

 

To succeed in turning Statoil’s vision into reality, Statoil pursues a strategy to:

 

·           Deepen and prolong the NCS position

·           Grow material and profitable international positions

·           Provide energy for a low-carbon future through growth in New Energy Solutions (NES)

·           Focused and value-adding mid- and downstream

 

In addition, Statoil will research, develop, and deploy technology to create opportunities and enhance the value of Statoil’s current and future assets.

 

Deepen and prolong the NCS position

For more than 40 years, Statoil has explored, developed and produced oil and gas from the NCS. Statoil aims to deepen and prolong its position by accessing and maturing opportunities into valuable production. At the same time, Statoil plans to improve the reliability, efficiency and lifespan of fields already in production. The NCS represents approximately two thirds of Statoil’s equity production at 1,235 mboe per day in 2016.

 

10     Statoil, Annual Report on Form 20-F 2016       


 

·           Exploration:  Statoil continues to be a committed NCS explorer across mature, growth and frontier areas. In 2016, Statoil participated in 14 exploration wells on the NCS, resulting in 11 discoveries. Statoil was awarded 29 licenses in mature areas in Norway’s Awards for Predefined Areas (APA) 2016 round (result announced January 2017), 16 as operator and 13 as non-operating partner, and five licenses in frontier areas in Norway’s 23rd concession round, four as operator and one as partner  

·           Development:  The Johan Sverdrup Phase 1 project is progressing in line with schedule. Production drilling started in the first quarter of 2016. Pre-sanction for Johan Sverdrup Phase 2 is scheduled for the first quarter of 2017. Statoil increased its equity interest in the UK part of the Utgard license and submitted the Utgard Plan for Development and Operation (PDO) in the second quarter of 2016. The PDOs for Byrding and Trestakk were delivered and the PDO for Oseberg Vestflanken 2 was approved during 2016

·           Production:  Gullfaks Rimfaksdalen came on-stream. Production started at Fram C, tied into existing infrastructure in the Fram and Troll area

 

Statoil has completed two share transactions resulting in a 20.1 per cent equity ownership in Lundin Petroleum AB. Lundin is our partner in several fields, including a 22.6% interest in the unitised Johan Sverdrup field development. Statoil also acquired 25% of Byrding.

 

By the end of 2016, Statoil had achieved CO 2 emission reductions in excess of 1 million tonnes per year compared to a 2008 baseline on the NCS, primarily through better energy management and improved energy efficiency. Our 2020 target is to deliver 1.2 million tonnes of CO 2 emission reductions compared to 2008. In August 2016, the Norwegian petroleum industry announced its ambition to implement CO 2 reduction measures corresponding to 2.5 million tonnes on the NCS by 2030 compared to 2020. Statoil’s commitment is to deliver 2.0 million tonnes of this CO 2 reduction target.

 

Grow material and profitable international positions

International oil and gas production represented approximately one third of Statoil’s equity production at 744 mboe per day in 2016. Statoil will continue to explore, develop, and produce oil and gas opportunities outside Norway to enhance Statoil’s upstream portfolio.

 

·           Exploration:  Statoil continues to explore internationally for oil and gas. Statoil participated in nine exploration wells internationally, of which three were discoveries, including the Baccalieu discovery in Canada. Statoil added exploration acreage in Brazil, Canada, New Zealand, Russia, the UK and the US Gulf of Mexico, accessed exploration acreage in Ireland and Turkey and entered two new countries, Mexico and Uruguay. A joint venture comprising Statoil, BP and Total was awarded Blocks 1 and 3 in the Saline Basin in Mexico, with Statoil as the operator.  

·           Development:  Statoil strengthened its strategic partnership with Petrobras in Brazil. Construction progress continued as planned on Peregrino Phase II

·           Production:  Heidelberg and Julia production came on-stream in the US Gulf of Mexico and, along with operator BP and other partners, significant advances have been made towards the award of a licence extension for Azeri-Chirag Guneshli (ACG) in Azerbaijan. The In Salah southern fields in Algeria and the Corrib field in Ireland both had major ramp-ups in 2016

 

In Brazil, Statoil acquired a 66% interest in and became the operator license of BM-S-8, which contains a substantial part of the Carcará field. Operatorship was assumed and appraisal activities began on BM-C-33. In the US, Statoil increased its stake in the Eagle Ford field and assumed full operatorship. Statoil continued to focus its portfolio with a partial divestment of non-core Marcellus acreage and agreeing the sale of its oil sands business in Canada.

 

Provide energy for a low-carbon future
Statoil recognises that opportunities are increasingly available in producing low carbon energy.

 

In 2016 Statoil launched Statoil Energy Ventures, a USD 200 million venture capital fund dedicated to investing in attractive and ambitious growth companies in renewable energy. This fund made its first investments in United Wind Inc. and later in ChargePoint Inc., Convergent Energy and Power Inc. and Oxford Photovoltaics Ltd., and is continuing to evaluate market opportunities. Statoil has also continued to explore new business opportunities in carbon capture and storage as well as other potential new energy markets.

 

·           Development:  The 402 MW Dudgeon Offshore Wind Park development started installation in the first quarter of 2016 and is expected to be fully commissioned by the fourth quarter of 2017

·           Production:  In 2016, Statoil signed a letter of intent to become operator of the Sheringham Shoal Offshore Wind Farm in January 2017; it currently produces from an installed capacity of 317 MW. Statoil has a 40% ownership stake of the Scira consortium which produces electricity from the Sheringham Shoal wind park

 

Statoil partnered with E.ON to develop the 385 MW Arkona wind farm offshore Germany, with start-up planned for 2019. In the US, Statoil was declared the provisional winner of the US government’s wind lease sale offshore New York, with a potential generation capacity of more than 1.8 GW.

 

Statoil will also start production from the world's first floating windfarm, Hywind Scotland, in the fourth quarter of 2017. Statoil's partner in the 30 MW project is Masdar, which acquired 25% of the project in January 2017. The project will also include an innovative battery storage solution, Batwind, which represents the company's first wind development with integrated energy storage. 

Statoil, Annual Report on Form 20-F 2016      11  


 

 

Statoil has delivered a feasibility study to the Norwegian government for part of a Norwegian carbon capture and storage (CCS) value chain. The scope has been to find commercial methods to inject CO 2 volumes arriving via ship into an underground reservoir on the NCS. Statoil’s long experience with CO 2 storage from Sleipner and Snøhvit has been valuable, finding commercial and technical means to store large volumes of third party CO 2 in order to accommodate the world’s need for CCS solutions. 

 

Focused and value-adding mid- and downstream

The prime objective for Statoil’s mid- and downstream activities is to process and transport its oil and gas production (including the Norwegian State’s petroleum) competitively to premium markets, securing maximum value realisation. The main focus is on:

 

·           Safe and efficient operations

·           Continuous improvement in operational regularity, HSE and costs

·           Flow assurance and marketing of Statoil’s equity production (crude oil, natural gas, related products) and the State’s Direct Financial Interest (SDFI) volumes for maximum value creation

·           Utilisation of the Asset Backed Trading model across commodities to capture margin opportunities

·           Maintaining Statoil’s position as a leading European gas supplier

·           A capital lean asset structure

 

Strategic focus is directed at optimising the value of Statoil’s flexible Norwegian gas production assets that supply Europe and at Statoil’s midstream activities in North America, where Statoil’s onshore portfolio is developing. Statoil achieved strong marketing trading results across all commodities.

 

Research, development, and deployment of technology to unlock opportunities and enhance value
Statoil believes that technology is a critical success factor for value creation. Statoil’s technology development activities aim to increase access to new oil and gas resources at competitive cost, reduce field development, drilling and operating costs, and CO 2 and other greenhouse gas emissions. Statoil’s technology efforts focus on the following priority areas:

·           Business-critical technologies: Upstream technologies are prioritised, primarily in the areas of Exploration, Reservoir, Drilling and Well, and Subsea Production Systems. Statoil’s main focus has been on cost reduction, for example Statoil’s simplified subsea production concept Cap-X TM has been developed to enable possible future development projects in the Barents Sea

·           Strengthening Statoil’s licence to operate: Statoil has strengthened its commitment to sustainability. For the oil & gas and new energy value chains, technology development is concentrated on increased energy efficiency for power generation and reduced CO 2 emissions. For renewables, technological improvements to reduce cost in the areas of construction and maintenance for both fixed and floating offshore wind applications is a priority

·           Expanding Statoil’s capabilities: Statoil continues its broader research efforts for both the oil and gas value chain and new value chains. Work is conducted both in-house and in collaboration with academia, research institutes and suppliers and through venture activities

·           Capturing the value of digitalisation: Statoil is exploring the opportunities of digitalisation in the energy industry. In 2016, the focus has been determining the optimal approach to accelerate digitalisation to capture a greater value potential

 

At the capital markets update (CMU) on 7 February 2017, Statoil shared its sharpened strategy to respond to the changing business context. Geopolitical shifts, challenges in accessing new oil and gas resources, changing market dynamics, digitalisation and a global transition towards a low carbon economy are increasing uncertainty and volatility. This change in outlook drives the need to build a more resilient, diverse and option-rich portfolio, delivered by an agile organisation that embraces change and empowers its people. To deliver on the sharpened strategy and fulfill the strategic intent of “high value, low carbon”, Statoil will continue to build opportunities to optimise its portfolio around the following pillars:

 

·           Norwegian continental shelf – Build on unique position to maximise and develop long-term value

·           International Oil & Gas – Focus geographically to deepen core areas and develop growth options

·           New Energy Solutions – Create a new material industrial position

·           Midstream and Marketing – Secure market access and grow value creation through cycles

 

The following strategic principles guide Statoil in shaping a robust, balanced and distinct portfolio:

12     Statoil, Annual Report on Form 20-F 2016       


 

1.      Cash generation capacity

Generating positive cash flows from operations, even at low oil and gas prices, in order to sustain dividend and investment capacity through the cycle. 

2.      Capex flexibility

Having sufficient flexibility in organic capital expenditure to be able to respond to market downturns and avoid value destructive decisions.

3.      Capture value from cycles

Ensuring the ability and capacity to act counter-cyclically to capture value through the cycles.

4.      Low-carbon advantage

Maintaining competitive advantage as a leading company in carbon efficient oil and gas production, while building a low carbon business to capture new opportunities in the energy transition.

 

Group outlook

Statoil’s plans address the current environment while continuing to invest in high-quality projects. Statoil continues to reiterate its efforts and commitment to deliver on its priorities of high value creation, increased efficiency and competitive shareholder return.

 

·           Organic capital expenditures for 2017 (i.e. excluding acquisitions, capital leases and other investments with significant different cash flow pattern) are estimated at around USD 11 billion

·           Statoil intends to continue to mature its large portfolio of exploration assets and estimates a total exploration activity level of around USD 1.5 billion for 2017, excluding signature bonuses

·           Statoil expects to achieve an additional USD 1 billion in efficiency improvements in 2017 for a total of USD 4.2 billion

·           Statoil’s ambition is to keep the unit of production cost in the top quartile of its peer group

·           For the period 2016 – 2020, organic production growth is expected to come from new projects resulting in around 3% CAGR (Compound Annual Growth Rate)

·           The equity production for 2017 is estimated to be around 4-5% above the 2016 level

·           Scheduled maintenance activity is estimated to reduce quarterly production by approximately 10 mboe per day in the first quarter of 2017. In total, maintenance is estimated to reduce equity production by around 30 mboe per day for the full fiscal year 2017, which is lower than the 2016 impact

·           Indicative effects from Production sharing agreements (PSA-effect) and US royalties are estimated to be around 150 mboe per day in 2017 based on an oil price of USD 40 per barrel and 165 mboe per day based on an oil price of USD 70 per barrel

·           Deferral of production to create future value, gas off-take, timing of new capacity coming on stream and operational regularity represent the most significant risks related to the foregoing production guidance

 

These forward-looking statements reflect current views about future events and are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. For further information, see section 5.7 Forward-Looking Statements.

 

Statoil, Annual Report on Form 20-F 2016      13  


 

2.2 BUSINESS OVERVIEW

 

History

O n 18 September 1972 , Statoil was formed by a decision of the Norwegian parliament and incorporated as a limited liability company under the name Den norske stats oljeselskap AS. Being a company owned 100% by the Norwegian State, Statoil's initial role was to be the government's commercial instrument in the development of the oil and gas industry in Norway. Growing in parallel with the Norwegian oil and gas industry, Statoil’s operations have primarily been focused on exploration, development and production of oil and gas on the Norwegian continental shelf (NCS).

 

During the 1980s, Statoil grew substantially through the development of the NCS. Statoil also became a major player in the European gas market by entering into large sales contracts for the development and operation of gas transport systems and terminals. During the same decade, Statoil was involved in manufacturing and marketing in Scandinavia and established a comprehensive network of service stations. This line of business was fully divested in 2012.

 

In 2001, Statoil was listed on the Oslo and New York stock exchanges and became a public limited company under the name Statoil ASA, 67% majority owned by the Norwegian State. Since then, substantial investments both on the NCS and internationally, have grown our business. The merger with Hydro's oil and gas division on 1 October 2007 further strengthened Statoil’s ability to fully realise the potential of the NCS. Enhanced utilisation of expertise to design and manage operations in various environments have expanded our upstream activities outside our traditional area of offshore production. This includes the development of heavy oil and shale gas projects and projects that focus on other forms of energy, such as offshore wind and carbon capture and storage.

 

Activities

Statoil is an international energy company primarily engaged in oil and gas exploration and production activities, organised under the laws of Norway and subject to the provisions of the Norwegian Public Limited Liability Companies Act. In addition to being the leading operator on the Norwegian continental shelf (NCS), Statoil has also substantial international activities and is present in several of the most important oil and gas provinces in the world. Our activities span operations in more than 30 countries and employs approximately 20,500 employees worldwide.

 

Our access to crude oil in the form of equity, governmental and third party volumes makes Statoil a large seller of crude oil, a nd Statoil is the second-largest supplier of natural gas to the European market. Processing and refining are also part of our operations.

 

Statoil’s registered office is at Forusbeen 35, 4035 Stavanger, Norway and the telephone number of its registered office is +47 51 99 00 00.

 

Our competitive position

Key factors affecting competition in the oil and gas industry are oil and gas supply and demand, exploration and production costs, global production levels, alternative fuels, and environmental and governmental regulations. When acquiring assets and licences for exploration, development and production and in refining, marketing and trading of crude oil, natural gas and related products, Statoil competes with other integrated oil and gas companies.

 

Statoil's ability to remain competitive will depend, among other things, on continuous focus on reducing costs and improving efficiency. It will also depend on technological innovation to maintain long-term growth in reserves and production and the ability to seize opportunities in new areas.

 

The information about Statoil's competitive position in the strategic report is based on a number of sources; e.g. investment analyst reports, independent market studies, and our internal assessments of our market share based on publicly available information about the financial results and performance of market players.

 

Improvement programmes

Improvement programmes are Statoil’s response to the industrial challenge that has emerged over the recent years characterised by reducing prices for our products and declining returns. More specifically, the ambition is to realise positive production effects and capex and operating cost savings to improve financial results and cash-flows. For 2017 Statoil targets additional annual efficiency improvements of USD 1 billion on top of the already achieved USD 3.2 billon.

 

14     Statoil, Annual Report on Form 20-F 2016       


 

CORPORATE STRUCTURE

Business areas

Statoil's operations are managed through the following business areas:

 

Development and Production Norway (DPN)

DPN manages Statoil’s upstream activities on the Norwegian continental shelf (NCS) and explores for and extracts crude oil, natural gas and natural gas liquids. The business area’s ambition is to continue Statoil’s leading position on the NCS and ensure maximum value creation through continuously improved HSE and operational performance.

 

Development and Production International (DPI)

DPI manages Statoil’s worldwide upstream activities that are not included in the DPN and Development and Production USA (DPUSA) business areas. It explores for and extracts crude oil, natural gas and natural gas liquids. DPI's ambition is to build a large and profitable international production portfolio comprising activities ranging from accessing new opportunities to delivering on profitable projects in a range of complex environments.

 

Development and Production United States (DPUSA)

DPUSA manages Statoil’s upstream activities in the USA and Mexico. DPUSA's ambition is to develop a material and profitable position in the US and Mexico, including the deep water regions of the Gulf of Mexico and unconventional oil and gas in the US.

 

Marketing, Midstream and Processing (MMP)

MMP manages Statoil’s marketing and trading activities related to oil products and natural gas, transportation, processing and manufacturing, and the development of oil and gas. MMP seeks to maximise value creation in Statoil's midstream and marketing business.

 

Technology, Projects and Drilling (TPD)

TPD is accountable for the global project portfolio, well deliveries, new technologies and sourcing across Statoil. TPD seeks to provide safe and secure, efficient and cost-competitive global well and project delivery, technological excellence, and research and development. Cost-competitive procurement is an important contributory factor for maximising value for Statoil.

 

Exploration (EXP)

EXP manages Statoil’s worldwide exploration activities with the aim of positioning Statoil as one of the leading global exploration companies and this is achieved through accessing high potential new acreage in priority basins, globally prioritising and drilling more significant wells in growth and frontier basins, delivering near-field exploration on the NCS and other select areas, and achieving step-change improvements in performance.

 

New Energy Solutions (NES)

NES reflects Statoil’s  long-term goal to complement our oil and gas portfolio with profitable renewable energy and other low-carbon energy solutions. NES is responsible for wind farms, carbon capture and storage as well as other renewable energy and low-carbon energy solutions.

 

Global Strategy and Business Development (GSB)

GSB sets the corporate strategy, business development and merger and acquisition activities for Statoil. The ambition of the GSB business area is to closely link corporate strategy, business development and merger and acquisition activities to actively drive Statoil's corporate development.

Reporting segments

Statoil reports its business in the following reporting segments:

·           DPN reporting segment - Development and Production Norway – the DPN business area

·           DPI reporting segment - Development and Production International , which combines the DPI and the DPUSA business areas

·           MMP reporting segment - Marketing, Midstream and Processing – the MMP business area

·           Other – which includes activities in NES, TPD, GSB and Corporate staffs and support functions

 

Activities relating to the EXP business area are fully allocated to - and presented in - the relevant development and production reporting segment. Activities relating to the TPD and GSB business areas are partly allocated to - and presented in - the relevant development and production reporting segments.

Presentation

In the following sections in the report, the operations are reported according to the reporting segment. Underlying activities or business clusters are presented according to how the reporting segment organises its operations.

 

Statoil, Annual Report on Form 20-F 2016      15  


 

See note 3 Segments  to the Consolidated financial statements for further details.

 

As required by the SEC, Statoil prepares its disclosures about oil and gas reserves and certain other supplementary oil and gas disclosures based on geographic areas. Statoil’s geographical areas are defined by country and continent and consist of Norway, Eurasia excluding Norway, Africa, and the Americas.

  

 

SEGMENT REPORTING

Internal transactions in oil and gas volumes occur between our reporting segments before being sold in the market. The pricing policy for internal transfers is based on estimated market prices. See Production volumes and prices in section 2.8 Operating and financial performance for further information.

 

We eliminate intercompany sales when combining the results of reporting segments. Intercompany sales include transactions recorded in connection with our oil and natural gas production in the DPN or the DPI business areas and also in connection with the sale, transportation or refining of our oil and natural gas production in the MMP business area. Certain types of transportation costs are reported in both the MMP and the DPUSA business areas.

 

The DPN business area produces oil and natural gas which is sold internally to the MMP business area. A large share of the oil produced by the DPI and DPUSA business areas is also sold through the MMP business area. The remaining oil and gas from the DPI and the DPUSA business areas is sold directly in the market. For intercompany sales and purchases, Statoil has established a market-based transfer pricing methodology for the oil and natural gas that meets the requirements as to applicable laws and regulations.

 

In 2016, the average transfer price for natural gas was USD 3.42 per mmbtu. The average transfer price was USD 5.17 per mmbtu in 2015 and USD 6.55 in 2014. For oil sold from DPN to MMP, the transfer price is the applicable market-reflective price minus a cost recovery rate.

 

The following table shows certain financial information for the four reporting segments, including intercompany eliminations for each of the years in the three-year period ending 31 December 2016. For additional information please refer to note 3 Segments to the Consolidated financial statements.

16     Statoil, Annual Report on Form 20-F 2016       


 

Segment performance

  For the year ended 31 December

(in USD million)

2016

2015

2014

 

 

 

 

 

Development & Production Norway

 

 

 

Total revenues and other income

13,077

17,339

28,926

Net operating income

4,451

7,161

17,753

Non-current segment assets 1)

27,816

27,706

35,243

 

 

 

 

 

Development & Production International

 

 

 

Total revenues and other income

6,657

8,200

13,661

Net operating income

(4,352)

(8,729)

(2,703)

Non-current segment assets 1)

36,181

37,475

44,912

 

 

 

 

 

Marketing, Midstream and Processing

 

 

 

Total revenues and other income

44,979

58,106

95,171

Net operating income

623

2,931

2,608

Non-current segment assets 1)

4,450

5,588

6,234

 

 

 

 

 

Other

 

 

 

Total revenues and other income

39

354

118

Net operating income

(423)

(129)

(199)

Non-current segment assets 1)

352

690

688

 

 

 

 

 

Eliminations 2)

 

 

 

Total revenues and other income

(18,880)

(24,357)

(38,612)

Net operating income

(219)

133

420

Non-current segment assets 1)

-

-

-

 

 

 

 

 

Statoil group

 

 

 

Total revenues and other income

45,873

59,642

99,264

Net operating income

80

1,366

17,878

Non-current segment assets 1)

68,799

71,458

87,077

 

 

 

 

 

1)

Deferred tax assets, pension assets, equity accounted investments and non-current financial assets are not allocated to segments.

2)

Includes elimination of inter-segment sales and related unrealised profits, mainly from the sale of crude oil and products.

Inter-segment revenues are based upon estimated market prices.

 

 

 

Statoil, Annual Report on Form 20-F 2016      17  


 

The following tables show total revenues by country.

 

2016 Total revenues and other income by country

Crude oil

Natural gas

Natural gal liquids

Refined

products

Other

Total sales

(in USD million)

 

 

 

 

 

 

 

Norway

20,544

7,973

3,580

4,135

(497)

35,735

USA

3,073

957

455

1,110

867

6,463

Sweden

0

0

0

1,379

(53)

1,326

Denmark

0

0

0

1,518

14

1,532

Other

690

272

1

0

(27)

936

 

 

 

 

 

 

 

Total revenues (excluding net income (loss)

from equity accounted investments and other income

24,307

9,202

4,036

8,142

305

45,993



 

2015 Total revenues and other income by country

Crude oil

Natural gas

Natural gas liquids

Refined

products

Other

Total sales

(in USD million)

 

 

 

 

 

 

 

Norway

22,741

10,811

4,932

5,644

1,454

45,582

US

3,718

1,133

532

1,605

933

7,922

Sweden

0

0

0

1,762

115

1,877

Denmark

0

0

0

1,750

8

1,759

Other

1,347

446

17

0

722

2,532

 

 

 

 

 

 

 

Total revenues (excluding net income (loss)

from equity accounted investments and other income

27,806

12,390

5,482

10,761

3,232

59,671



 

2014 Total revenues and other income by country

Crude oil

Natural gas

Natural gas liquids

Refined

products

Other

Total sales

(in USD million)

 

 

 

 

 

 

 

Norway

40,899

12,817

8,799

8,718

2,864

74,096

US

7,933

2,212

643

2,379

1,351

14,518

Sweden

0

0

0

2,636

260

2,896

Denmark

0

0

0

3,050

37

3,087

Other

2,970

704

65

0

963

4,702

 

 

 

 

 

 

 

Total revenues (excluding net income (loss)

from equity accounted investments and other income

51,803

15,732

9,506

16,782

5,475

99,299

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RESEARCH AND DEVELOPMENT

Statoil is a technology-intensive company and research and development is an integral part of our strategy. Our technology strategy is about prioritising technology for value creation that enables us to achieve growth and access, and sets the direction for technology development and implementation for the future. Our focus is on low cost, low carbon solutions and re-using standardised technologies.

 

We continuously research, develop and deploy innovative technologies to create opportunities and enhance the value of Statoil’s current and future assets. Statoil’s technology development activities aim to reduce field development, drilling and operating costs, and CO 2 and other greenhouse gas emissions. We utilise a range of tools for the development of new technologies:

 

·           In-house research and development (R&D)

·           Cooperation with academia and research institutes

·           Collaborative development projects with our major suppliers

·           Project related development as part of our field development activities

·           Direct investment in technology start-up companies through our Statoil Technology Invest venture activities

·           Invitation to open innovation challenges as part of  Statoil Innovate

 

Research and development expenditures were USD 298 million, USD 344 million and USD 476 million in 2016, 2015 and 2014, respectively.

 

18     Statoil, Annual Report on Form 20-F 2016       


 

2.3 DPN - DEVELOPMENT AND PRODUCTION NORWAY

 

OVERVIEW

The Development and Production Norway (DPN) reporting segment is responsible for field development and operations on the Norwegian continental shelf (NCS) which includes the North Sea, the Norwegian Sea and the Barents Sea. DPN aims to ensure safe and efficient operations and to maximise the value potential from the NCS. For proved reserves development see Development of reserves in Proved oil and gas reserves in section 2.8 Operating and financial performance.


  

Key events and portfolio developments in 2016:

Statoil, Annual Report on Form 20-F 2016      19  


 

·           In January, Statoil announced the acquisition of 11.93% of the shares and votes in Lundin Petroleum AB (Lundin) for a total cash purchase price of SEK 4.6 billion (USD 0.5 billion), and in May, Statoil announced divestment of its entire 15% interest in Edvard Grieg for an increased shareholding in Lundin. The transaction also included divestment of a 9% interest in the Edvard Grieg oil pipeline and a 6% interest in the Utsira High gas pipeline, and in addition payment of cash consideration of USD 64 million to Lundin. Statoil now owns 20.1% of the shares in Lundin.

·           On 1 March, the drilling of the first well of the Johan Sverdrup field development commenced.

·           On 12 March, the Goliat field came on stream with Eni Norge as operator.

·           In June, the plan for development and operation for Oseberg Vestflanken 2 was approved by the Ministry of Petroleum and Energy.

·           In June, the Njord Future project was established to secure long-term production for both the Njord and Hyme fields. The Njord field was temporarily shut in, and both the Njord A and Njord B platforms were towed to shore.

·           On 9 August, Statoil and its partners submitted the plan for development and operation for the Utgard gas and condensate discovery to the Norwegian and UK authorities. The plan for development and operation was approved on 17 January 2017.

·           On 19 August, Statoil and its partners submitted the plan for development and operation of the Byrding oil and gas discovery. On 30 December, Statoil completed the acquisition of Wintershall’s 25% interest in Byrding, increasing Statoil’s interest to 70%. The plan for development and operation of the Byrding discovery was approved on 17 January 2017.

·           Gullfaks Rimfaksdalen started production ahead of schedule on 24 August.

·           Volve ceased production on 17 September.

·           The plan for development and operation of the Trestakk discovery was submitted on 1 November.

·           On 24 December, the Ivar Aasen field came on stream with Aker BP as operator.

 

Fields in production on the NCS

The following table shows DPN's average daily entitlement for the years ending 31 December 2016, 2015 and 2014.

Production level maintained by new fields and new wells from existing fields. See chapter "Fields under development on the NCS" for future production replacement.

 

 

  For the year ended 31 December

 

2016

 

2015

 

2014

 

Oil and NGL

Natural gas

 

 

Oil and NGL

Natural gas

 

 

Oil and NGL

Natural gas

 

Area production

mbbl/day

mmcm/day

mboe/day

 

mbbl/day

mmcm/day

mboe/day

 

mbbl/day

mmcm/day

mboe/day

 

 

 

 

 

 

 

 

 

 

 

 

Statoil operated fields

 511  

 86  

 1,049  

 

 545  

 88  

 1,100  

 

 533  

 78  

 1,027  

Partner operated fields

 70  

 17  

 177  

 

 50  

 13  

 132  

 

 55  

 16  

 157  

Equity accounted production

 8  

 -    

 8  

 

 -    

 -    

 -    

 

 -    

 -    

 -    

 

 

 

 

 

 

 

 

 

 

 

 

Total

 589  

 103  

 1,235  

 

 595  

 101  

 1,232  

 

 588  

 95  

 1,184  

20     Statoil, Annual Report on Form 20-F 2016       


 

The following tables show the NCS production by fields in which Statoil was participating during the year ended 31 December 2016.

 

Field

Geographical area

Statoil's equity interest in %

 

On stream 

Licence expiry date

 

Average daily production in 2016 mboe/day

 

 

 

 

 

 

 

 

 

 

Statoil operated fields

 

 

 

  

  

 

  

Troll Phase 1 (Gas)

The North Sea

30.58

 

1996

2030

 

159.4

Åsgard 

The Norwegian Sea

34.57

 

1999

2027

 

93.1

Gullfaks 

The North Sea

51.00

 

1986

2036

 

83.8

Oseberg

The North Sea

49.30

 

1988

2031

 

76.2

Kvitebjørn

The North Sea

39.55

 

2004

2031

 

63.3

Visund 

The North Sea

53.20

 

1999

2034

 

59.8

Snøhvit

The Barents Sea

36.79

 

2007

2035

 

47.4

Statfjord Unit

The North Sea

44.34

 

1979

2026

 

44.8

Tyrihans

The Norwegian Sea

58.84

 

2009

2029

 

44.6

Sleipner Vest

The North Sea

58.35

 

1996

2028

 

42.5

Grane

The North Sea

36.61

 

2003

2030

 

41.5

Troll Phase 2 (Oil)

The North Sea

30.58

 

1995

2030

 

39.8

Gudrun

The North Sea

36.00

 

2014

2028

 

35.0

Snorre 

The North Sea

33.28

 

1992

2018

1)

32.8

Valemon

The North Sea

53.78

 

2015

2031

 

29.0

Kristin

The Norwegian Sea

55.30

 

2005

2033

2)

19.1

Mikkel 

The Norwegian Sea

43.97

 

2003

2020

3)

17.4

Fram 

The North Sea

45.00

 

2003

2024

 

16.8

Vigdis area 

The North Sea

41.50

 

1997

2024

 

13.8

Morvin

The Norwegian Sea

64.00

 

2010

2027

 

11.6

Alve

The Norwegian Sea

85.00

 

2009

2029

 

10.5

Tordis area 

The North Sea

41.50

 

1994

2024

 

10.3

Urd

The Norwegian Sea

63.95

 

2005

2026

 

10.1

Heidrun 

The Norwegian Sea

13.04

 

1995

2024

4)

9.5

Sleipner Øst

The North Sea

59.60

 

1993

2028

 

9.4

Gungne 

The North Sea

62.00

 

1996

2028

 

5.2

Norne

The Norwegian Sea

39.10

 

1997

2026

 

4.0

Volve

The North Sea

59.60

 

2008

2028

 

3.5

Veslefrikk 

The North Sea

18.00

 

1989

2020

5)

2.7

Statfjord Nord

The North Sea

21.88

 

1995

2026

 

2.4

Hyme

The Norwegian Sea

35.00

 

2013

2014

6)

2.0

Njord

The Norwegian Sea

20.00

 

1997

2021

7)

1.4

Fram H Nord

The North Sea

49.20

 

2014

2024

 

1.4

Statfjord Øst

The North Sea

31.69

 

1994

2026

8)

1.3

Gimle 

The North Sea

65.13

 

2006

2034

9)

1.2

Tune

The North Sea

50.00

 

2002

2032

10)

1.1

Sygna 

The North Sea

30.71

 

2000

2026

11)

0.9

Heimdal

The North Sea

29.44

 

1985

2021

 

0.7

 

 

 

 

 

 

 

 

Total Statoil operated fields

 

 

 

 

 

 

1,049.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2016      21  


 

 

Field

Geographical area

Statoil's equity interest in %

Operator 

On stream 

Licence expiry date

 

Average daily production in 2016 mboe/day

 

 

 

 

 

 

 

 

 

 

Partner Operated Fields

 

 

 

 

 

 

 

Ormen Lange

The Norwegian Sea

25.35

Shell

2007

2041

12)

73.9

Skarv

The Norwegian Sea

36.16

Aker BP ASA

2013

2033

13)

43.9

Goliat

The Barents Sea

35.00

Eni Norge AS

2016

2042

 

17.9

Ekofisk area 

The North Sea

7.60

ConocoPhillips

1971

2028

 

13.6

Marulk

The North Sea

50.00

Eni Norge AS

2012

2025

 

11.6

Sigyn 

The North Sea

60.00

ExxonMobil

2002

2022

 

5.9

Edvard Grieg

The North Sea

0.00

Lundin Norway AS

2015

2035

14)

4.8

Vilje

The North Sea

28.85

Aker BP ASA

2008

2021

 

4.1

Ringhorne Øst

The North Sea

14.82

ExxonMobil

2006

2030

 

1.4

Ivar Aasen

The North Sea

41.47

Aker BP ASA

2016

2029

15)

0.2

Enoch

The North Sea

11.78

Repsol Sinopec

2007

2018

 

0.1

 

 

 

 

 

 

 

 

Total Partner Operated Fields

 

 

 

 

 

 

177.3

 

 

 

 

 

 

 

 

Equity accounted production

 

 

 

 

 

 

 

Lundin Petroleum AB

 

20.10

Lundin Petroleum AB

 

 

 

8.1

 

 

 

 

 

 

 

 

Total Development and Production Norway (DPN) including share of equity accounted production

 

 

1,234.8

 

1)  PL089 expires in 2024 and PL057 expires in 2018 (prolonged from 2016 to 2018).

2)  PL134D expires in 2027 and PL199 expires in 2033.

3)  PL092 expires in 2020 and PL121 expires in 2022.

4)  PL095 expires in 2024 and PL124 expires in 2025.

5)  PL052 expires in 2020 and PL053 in 2031.

6)  PL348 expires in 2029.

7)  PL107 expires in 2021 and PL132 expires in 2023.

8)  PL037 expires in 2026 and PL089 expires in 2024.

9)  PL120B expires in 2034 and PL050DS expires in 2023.

10)  PL034 expires in 2020. PL053 expires in 2031 and PL190 in 2032.

11)  PL037 expires in 2026 and PL089 expires in 2024.

12)  PL209/250 expires in 2041 and PL208 expires in 2040.

13)  PL212/262 expires in 2033 and PL159 expires in 2029.

14)  From 1 January to 30 June 2016 Statoil owned a 15% interest in the Edvard Grieg field. On 30 June 2016 this interest was sold to Lundin. The Edvard Grieg swap agreement was a part of Statoil increasing the ownership in Lundin.

15)  PL001B, PL452BS and PL242 expire in 2036. PL 338BS expire in 2029.

 

 

 

  

Main producing fields on
the NCS


Statoil operated fields

Troll is both the largest gas field on the NCS and a major oil field. The Troll field regions are connected to the Troll A, B and C platforms. Troll gas is mainly exported and produced at Troll A, while oil is mainly produced at Troll B and C. Fram and Fram H Nord are tie-ins to Troll C.

 

The Åsgard field includes the Åsgard A production and storage ship for oil, the Åsgard B semi-submersible floating production platform for gas, and the Åsgard C storage vessel for condensate. In 2015 Statoil started the world first subsea gas compressor train

22     Statoil, Annual Report on Form 20-F 2016       


 

on Åsgard, and the second train was started in February 2016. Mikkel and Morvin are tie-ins to Åsgard. The Trestakk development will be a tie-in to Åsgard A with production start planned in 2019.

 

Gullfaks has been developed with three large concrete production platforms. Since production started on Gullfaks in 1986, several satellite fields have been developed with subsea wells that are remotely controlled from the Gullfaks A and C platforms.

 

The Oseberg area includes the Oseberg Field Centre, Oseberg C, Oseberg East and Oseberg South production platforms. Oil and gas from the satellites are transported to Oseberg Field Centre for processing and transportation.

 

Kvitebjørn is a gas and condensate field developed with an integrated accommodation, drilling and processing facility with a steel jacket.

 

Visund is an oil and gas field that includes a floating drilling, production and living quarter unit and two subsea templates.

 

Partner-operated fields

Ormen Lange operated by Shell, is a deepwater gas field in the Norwegian Sea. The well stream is transported to an onshore processing and export plant at Nyhamna.

 

Skarv is an oil and gas field located in the Norwegian Sea, with BP as operator. The field development includes a floating production, storage and offloading vessel (FPSO) and five subsea multi-well installations.

 

Goliat   is the first oil field to be developed in the Barents Sea. The field is being developed by means of 22 subsea wells tied back to a circular floating production, storage and offloading vessel (FPSO). The oil is offloaded to shuttle tankers. The Goliat field is operated by Eni and started production 12 March 2016.

 

Ekofisk is operated by ConocoPhillips. It consists of the Ekofisk, Tor, Eldfisk and Embla fields. The Eldfisk II project delivered a new PDQ platform early 2015 that will serve as Eldfisk field center.

 

Marulk is operated by Eni. It is a gas- and condensate field developed as a tie-back to the Norne FPSO.

 

Ivar Aasen   is an oil and gas field located in the North Sea. The development includes a fixed steel jacket with partial processing and living quarters tied in as a satellite to Edvard Grieg for further processing and export. The Ivar Aasen development is operated by Aker BP ASA and started production 24 December 2016.

 

Exploration on the NCS

Statoil holds exploration acreage and actively explores for new resources in all three regions on the NCS, the Norwegian Sea, the North Sea and the Barents Sea.

In 2016 Statoil was awarded five licences (four as operator) in the 23 rd concession round for frontier areas, 29 licences (16 as operator) in the Awards for Predefined Areas (APA) round 2016 for mature areas and completed several farm-in transactions with other companies, notably in the Barents Sea.

Throughout 2016, as part of the industry initiative Barents Sea Exploration Collaboration (BaSEC), Statoil have been preparing for a drilling campaign of five to seven wells in the Barents Sea that will commence in 2017,

In 2016 Statoil completed a six well appraisal campaign of the Krafla discovery in the North Sea and made five new discoveries. The campaign set a record in drilling efficiency, with the Beerenberg well taking only nine days from spud to reaching total depth of 2,694 meters below the seabed.

In 2016 Statoil and its partners completed 14 exploratory wells and made 11 discoveries in Norway. In 2017 Statoil expects to complete 16 to18 exploration wells on the NCS, with the Barents Sea campaign being at the core of the activity plan.

 

 

Exploratory wells drilled 1)

2016

2015

2014

 

 

 

 

North Sea

 

 

 

Statoil operated

9

11

11

Partner operated

2

3

7

Norwegian Sea

 

 

 

Statoil operated

2

5

0

Partner operated

0

1

1

Barents Sea

 

 

 

Statoil operated

0

0

9

Partner operated

1

1

1

Total (gross)

14

21

29

 

1)  Wells completed during the year, including appraisals of earlier discoveries.

 

Statoil, Annual Report on Form 20-F 2016      23  


 

 

Fields under development on the NCS

Statoil’s major development projects on the NCS as of 31 December 2016:

 

Johan Sverdrup (Statoil 40.03%, operator, with additional 4.54% indirect interest held through Lundin)   is an oil discovery in the North Sea. A plan for development and operation was submitted in February 2015 and approved by the Norwegian authorities in August 2015. Phase 1 of the development will consist of 35 production and water injection wells and a field centre with four platforms: A living quarter platform, a wellhead platform with permanent drilling facility, a processing platform and a riser and utility platform. Crude oil will be exported to Mongstad through a 274 km long dedicated pipeline, and gas will be exported to the gas processing facility at Kårstø through a 156 km long pipeline via a subsea connection to the Statpipe pipeline. On 1 March 2016, the drilling of the first well of the Johan Sverdrup field development commenced. Production is expected to start in 2019.

 

Aasta Hansteen   (Statoil 51%, operator) is a deep water gas discovery in the Norwegian Sea. The field development concept includes three subsea templates tied in to a floating processing unit with gas export through a new pipeline, Polarled, to Nyhamna and further exportation through the Langeled pipeline. The Aasta Hansteen processing unit can also serve as a hub for other potential discoveries in the area. On 9 January 2016, the living quarter was lifted onto the topside, which is under construction in South Korea. On 27 July 2016, the final megablock was lifted onto the substructure in South Korea. Production is expected to start in 2018.

 

Gina Krog   (Statoil 58.7%, operator) is an oil and gas discovery in the North Sea. The field development concept includes a steel-jacket platform and a total of 15 wells. Oil will be exported via offshore loading from a floating storage unit. Due to the high condensate content, the rich gas will be exported via Sleipner, where it will be further processed. The development concept also includes gas injection in order to maximise the recovery factor for the field. On 20 July 2015, the drilling of the first well of the Gina Krog field development commenced, and the drilling operations continued in 2016. On 23 August 2016, all the topside modules had been lifted in place, and the Gina Krog platform was complete in the field. Production is expected to start in 2017.

 

The Utgard development (Statoil 38.44% interest in the Norwegian and 38% in the UK sector, operator) will include two wells in a standard subsea concept, with one drilling target on each side of the UK-Norwegian maritime border . Gas and condensate will be piped through a new pipeline to the Sleipner field for processing and further transportation to market. On 17 January 2017, the plan for development and operation and the field development plan were approved by Norwegian and UK authorities. Production is expected to start in 2019.

 

The Trestakk discovery (Statoil 59.1%, operator) will be developed with five wells, three producers and two injectors, to be tied in to the Åsgard A installation for processing, measurement and gas injection. On 1 November, 2016, Statoil, on behalf of the licensees, submitted the plan for development and operation.  Production is expected to start in 2019.

 

Oseberg Vestflanken 2 (Statoil 49.3%, operator) is the development of the oil and gas structures Alfa, Gamma and Kappa. The well stream will be routed to the Oseberg field centre through a new pipeline. The plan for development and operation was approved by the Ministry of Petroleum and Energy in June, 2016. The discoveries will be developed using an unmanned wellhead platform. Production is expected to start in 2018.

 

Gullfaks C subsea compression (Statoil 51%, operator) , an increased gas recovery project for the Gullfaks Sør Brent reservoir, includes the installation of a subsea compressor solution in the vicinity of the L/M template in order to prolong the gas production plateau at Gullfaks C and increase the recoverable reserves from the Gullfaks Sør Brent reservoir. The compressor is expected to come on stream in 2017.

 

Byrding (Statoil 70%, operator)   will be developed as a subsea installation with one well drilled from an existing template on Fram H-Nord. On 17 January 2017, the Norwegian Ministry of Petroleum and Energy approved the plan for development and operation. Production is expected to start in 2017.

 

Troll B gas module (Statoil 30.58%, operator), a new gas module being installed to increase the processing capacity at Troll B, was sanctioned in September 2016, and is expected to be brought on stream in 2018.

 

24     Statoil, Annual Report on Form 20-F 2016       


 

Martin Linge   (Statoil 19%) is an oil and gas field operated by Total, near the British sector of the North Sea. The reservoir is complex with gas under high pressure and high temperatures. The development includes a fixed steel jacket platform with processing and export facilities, with electric power to be supplied from Kollsnes. The operator expects production to start in 2018.

 

Decommissioning on the NCS

Under the Petroleum Act, the Norwegian government has imposed strict procedures for removal and disposal of offshore oil and gas installations. The Convention for the Protection of the Marine Environment of the Northeast Atlantic (OSPAR) stipulates similar procedures.

 

Huldra ceased production in September 2014, after 13 years in production. The permanent plugging and abandonment of wells has been ongoing in 2016 with removal of topside facilities planned in 2019.

 

Volve ceased production in September 2016, after more than eight years in production. The permanent plugging of wells was finalised during 2016, and the removal of subsea templates is expected to be completed in 2017.

 

During 2016, there were permanent plugging and abandonment operations at Statfjord, Visund, Tune, Kristin and Heimdal. The partner-operated field Ekofisk also had ongoing removal and plugging activities.

 

For further information about decommissioning, see note 2 Significant accounting policies to the Consolidated financial statements.

 

Statoil, Annual Report on Form 20-F 2016      25  


 

2.4 DPI - DEVELOPMENT AND PRODUCTION INTERNATIONAL

 

DPI overview

Statoil is present in several of the most important oil and gas provinces in the world. The Development and Production International (DPI) reporting segment covers all development and production of oil and gas outside the Norwegian continental shelf (NCS).

 

DPI is present in more than 20 countries and had production in 11 countries in 2016 . DPI produced 38% of Statoil's total equity production of oil and gas in 2016. For information about proved reserves development see section 2.8 Proved oil and gas reserves.

 

The map shows the countries where DPI has activity.




  

Key events and portfolio developments in 2016 and early 2017:


 

 

·           In January, the Heidelberg field achieved first oil. The field is located in the Green canyon area of the Gulf of Mexico with Anadarko as the operator. Discovery was made in 2009, and sanctioning took place in 2013

·           Operations at the In Salah Southern Fields project in Algeria started in March

·           In April, the Julia field achieved first oil, on time and under budget. Julia is located in the Walker Ridge area of the Gulf of Mexico near Jack and St Malo. ExxonMobil is the operator

·           In May, Statoil divested its operated acreage in the Marcellus West Virginia to EQT Corporation for USD 407 million in cash. The transaction was completed in July

·           In July, Statoil announced acquisition of Petrobras’ 66% operated interest in the offshore licence BM-S-8 in Brazil’s Santos Basin. This licence contains a substantial part of the Carcará pre-salt oil discovery. The transaction was completed in November

·           The third processing train on the In Amenas field in Algeria, which was damaged in the January 2013 terrorist attack, restarted in July, and the In Amenas Gas Compression project came into operation in February 2017. The compression project has enabled increased production and thereby capacity to utilize all three trains 

·           In December, the drilling of the first well of the Mariner field development commenced

·           In December, Statoil increased its ownership in the deep-water Vito discovery from 30.0% to 36.89%, after exercising pre-emption rights on the Freeport-McMoran sale to Anadarko. The field is located in the Mississippi Canyon area. A final investment decision is expected in 2018 with first production in 2021

·           In December, on request of US authorities, Statoil has become operator of record for blocks MC941  and MC942  in the Gulf of Mexico following the bankruptcy of Bennu Oil & Gas LLC. With the bankruptcy proceedings still ongoing, the full implications for Statoil are still to be determined

·           In 2016, Statoil completed transactions to increase its equity interest to 100% in the UK continental shelf licence (P312) of the Utgard field, which spans the UK-Norway maritime border.  In March 2016, Statoil’s purchase of a 31% equity interest from Talisman Sinopec North Sea Limited was completed, and in June the purchase of a 45% operated equity share from JX Nippon was completed. In January 2017, the plan for development and operation for the Utgard field was approved by the Norwegian and UK authorities. For more information, see Fields under development on the NCS in section 2.3 DPN – Development and production Norway

·           In December, Statoil signed an agreement to divest its 100% owned Kai Kos Dehseh (KKD) oil sands projects in the Canadian province of Alberta to Athabasca Oil Corporation. The transaction covers the producing Leismer demonstration plant and the undeveloped Corner project, along with a number of midstream contracts associated with Leismer’s production. Following this transaction, Statoil will no longer own or operate any oil sands assets. As part of the transaction, Statoil will own just below 20% of Athabasca’s shares, and this will be managed as a financial investment. The transaction was completed 31 January 2017. For more information about the transaction see note 4 Acquisitions and disposals to the Consolidated financial statements.

 

International production

Statoil's entitlement production outside Norway was about 32% of Statoil's total entitlement production in 2016.

 

The following table shows DPI's average daily entitlement production of liquids and natural gas for the years ending 31 December 2016, 2015 and 2014 . Entitlement production volumes are Statoil’s share of the volumes distributed to the partners according to production sharing agreement (PSA) ( see section 5.6   Terms and abbreviations ). For US assets entitlement production is expressed net of royalty interests. For all other countries royalties paid in-cash are included in entitlement production and royalties payable in-kind are excluded.

 

 

  For the year ended 31 December

 

2016

 

2015

 

2014

 

Oil and NGL

Natural gas

 

 

Oil and NGL

Natural gas

 

 

Oil and NGL

Natural gas

 

Production area

mboe/day

mmcm/day

mboe/day

 

mboe/day

mmcm/day

mboe/day

 

mboe/day

mmcm/day

mboe/day

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 189  

 18  

 299  

 

 177  

 17  

 283  

 

 155  

 19  

 272  

Africa

 203  

 5  

 232  

 

 211  

 5  

 241  

 

 179  

 3  

 198  

Eurasia

 32  

 3  

 50  

 

 36  

 1  

 44  

 

 37  

 4  

 64  

Equity accounted production

 10  

 -    

 10  

 

 12  

 -    

 12  

 

 12  

 -    

 12  

Total

 435  

 25  

 592  

 

 436  

 23  

 580  

 

 383  

 26  

 546  

Statoil, Annual Report on Form 20-F 2016      27  


 

The table below provides information about the fields that contributed to production in 2016

 

Field

Country

Statoil's equity interest in %

Operator 

On stream 

Licence expiry date

Average daily equity production in 2016 mboe/day

 
 
 

 

 

 

 

 

 

 

 

 

Americas

 

 

 

 

 

341.5

 

Marcellus 1)

US

Varies

Statoil/others

2008

HBP 2)

119.7

 

Bakken 1)

US

Varies

Statoil/others

2011

HBP 2)

51.1

 

Eagle Ford 1)

US

Varies

Statoil/others

2010

HBP 2)

40.8

 

Peregrino

Brazil

60.00

Statoil

2011

2034

37.5

 

Leismer Demo

Canada

100.00

Statoil

2010

HBP 2)

20.4

 

Tahiti

US

25.00

Chevron

2009

HBP 2)

17.3

 

Caesar Tonga

US

23.55

Anadarko

2012

HBP 2)

12.6

 

St. Malo

US

21.50

Chevron

2014

HBP 2)

12.2

 

Jack

US

25.00

Chevron

2014

HBP 2)

9.3

 

Hibernia/Hibernia Southern Extension 3)

Canada

Varies

HMDC

1997

2027

8.9

 

Julia

US

50.00

ExxonMobil

2016

HBP 2)

5.1

 

Terra Nova

Canada

15.00

Suncor

2002

2022

4.9

 

Heidelberg

US

12.00

Anadarko

2016

HBP 2)

1.6

 

 

 

 

 

 

 

 

 

 

Africa

 

 

 

  

  

308.0

 

Block 17

Angola

23.33

Total

2001

2022-34 4)

146.1

 

Agbami

Nigeria

20.21

Chevron

2008

2024

46.3

 

Block 15

Angola

13.33

ExxonMobil

2004

2026-32 4)

42.1

 

In Salah

Algeria

31.85

Sonatrach/BP/Statoil

2004

2027

38.4

 

Block 31

Angola

13.33

BP

2012

2031

21.7

 

In Amenas

Algeria

45.90

Sonatrach/BP/Statoil

2006

2022

13.4

 

 

 

 

 

 

 

 

 

 

Eurasia

 

 

 

 

 

83.6

 

ACG

Azerbaijan

8.56

BP

1997

2024

53.9

 

Corrib

Ireland

36.50

Shell

2015

2031

17.6

 

Kharyaga

Russia

30.00

Zarubezhneft

1999

2032

9.4

 

Alba

UK

17.00

Chevron

1994

HBP 2)

2.6

 

Jupiter

UK

30.00

ConocoPhillips

1995

HBP 2)

0.2

 

 

 

 

 

 

 

 

 

 

Total Development and Production International (DPI)

 

 

733.0

 

 

 

 

 

 

 

 

 

 

Equity accounted production

 

 

 

 

 

 

 

Petrocedeño 5)

Venezuela

9.68

Petrocedeño

2008

2033

10.3

 

 

 

 

 

 

 

 

 

 

Total Development and Production International (DPI) including share of equity accounted production

 

 

743.4

 

 

 

 

 

 

 

 

 

 

1)

Statoil’s actual equity interest can vary depending on wells and area.

 

2)

Held by Production (HBP): A company’s right to own and operate an oil and gas lease is perpetuated beyond its original primary term, as long thereafter as oil and gas is produced in paying quantities. In the case of Canada, in addition to continuing to be in production, other regulatory requirements must be met.

 

3)

Statoil's equity interests are 5.0% in Hibernia and 9.0% in Hibernia Southern Extension.

 

4)

Varies by field.

 

5)

Petrocedeño is a non-consolidated company and accounted for pursuant to the equity accounting method. It produces extra-heavy crude oil from the Junin area in the Orinoco Belt.

 

 

 

28     Statoil, Annual Report on Form 20-F 2016       


 

Americas

Statoil has had strong growth in production and continues to optimize its portfolio within US shale since entering the first play in 2008. Statoil entered the Marcellus shale gas play, located in the Appalachian region in north east US, in 2008 through a partnership with Chesapeake Energy Corporation; Statoil has continued to optimize its North America onshore portfolio through acreage acquisition and divestments since 2008. In 2012, Statoil became an operator in the Marcellus through the purchase of additional acreage in the State of West Virginia and Ohio. The most recent divestments occurred in 2016 with divestment of West Virginia to EQT and Antero Resources. At the end of 2016, Statoil continues operatorship in the State of Ohio.

 

Statoil entered the Bakken tight oil play through the acquisition of Brigham Exploration Company in December 2011. Statoil's net acreage position in Bakken and Three Forks shale formation at the end of 2016 was 241,000 acres.

 

Statoil entered the Eagle Ford shale formation located in southwest Texas in 2010. In 2013, Statoil became operator for 50% of the Eagle Ford acreage. As part of a global transaction in December 2015 with Repsol, which acquired Talisman in May 2015, Statoil increased its working interest and took full operatorship of all of the assets in the Eagle Ford Shale. As a result, Statoil has a total working interest of 63%. Our joint venture partner, Repsol, continues to hold 37% working interest.

 

US gathering system

Statoil’s participates in gathering and facilities for initial processing of oil and gas in the Bakken, Eagle Ford and Marcellus assets in the US. This includes crude and natural gas gathering systems, fresh water supply systems, salt water disposal wells, oil and gas treatment and processing facilities to provide flow assurance for Statoil’s upstream production. Midstream assets in Bakken are owned and operated 100% by Statoil. In Eagle Ford, Statoil is the operator for 100% of the midstream assets outside of the Oak, Karnes, DeWitt and Bee (KDB) area with a working interest of 63%. In the KDB area of Eagle Ford, Statoil has an ownership interest of 25.2% in Edwards Lime Gathering LLC, which is operated by Energy Transfer Partners L.P. For Marcellus, Statoil has operated assets in Marcellus South in Monroe Country, Ohio while in the Marcellus non-operated areas both in the North and South, Statoil’s working interest ranges from 16.25% to 32.5% depending on gathering system and number of JV partners which include Williams Energy and Anadarko.

 

As of 1 January 2016 responsibility for the US gathering system has been transferred from MMP to DPI North America. 

 

Statoil is positioned in the Gulf of Mexico for the following offshore developments:

The Tahiti oil field is located in the Green Canyon area and is produced through a floating spar facility. As of 31 December 2016, there were 12 production wells in operation, and additional wells will be phased in over time to fully develop the field.

 

The Caesar Tonga oil field is located in the Green Canyon area. As of 31 December 2016, there were seven producing wells tied back to the Anadarko-operated Constitution spar host, and additional production wells will be phased in over time.

 

The Jack and St. Malo oil fields are located in the Walker Ridge area. The fields are subsea tie-backs to the Chevron operated Walker Ridge Regional Host facility. First production was achieved in December 2014. As of 31 December 2016, there were three wells producing on Jack and six wells producing for St. Malo. Additional production wells will be phased in over time.

 

The Julia oil field is located in the Walker Ridge area of the Gulf of Mexico near Jack and St Malo. First oil was in April 2016 and two wells are currently online. Additional production wells are currently being drilled and completed and will come online in 2017.

 

The Heidelberg oil field is located in the Green Canyon area. First oil was on January 2016 and four wells are currently online.

 

Canada 

Statoil has interests in the Jeanne d'Arc Basin offshore the province of Newfoundland and Labrador in the partner operated producing oil fields Terra Nova , Hibernia and Hibernia Southern Extension In January 2017, Statoil completed the transaction to fully divest the 123,200 net acres of oil sands leases in Alberta which form the Kai Kos Dehseh project to Athabasca Oil Corporation.   

 

Brazil

The Peregrino field is a heavy oil field located in the Campos Basin, about 85 kilometres off the coast of Rio de Janeiro. The field came on stream in 2011. The oil is produced from two wellhead platforms with drilling capability and it is processed on the Peregrino FPSO and offloaded to shuttle tankers. Statoil holds a 60% ownership interest in the field and is operator.

 

Africa

Angola

The deep water blocks 17, 15 and 31 contributed with 38% of Statoil’s equity liquid production outside Norway in 2016. Each block is governed by a PSA which sets out the rights and obligations of the participants, including mechanisms for sharing of the production with the Angolan state oil company Sonangol.

 

Statoil, Annual Report on Form 20-F 2016      29  


 

Block 17 has production from four FPSOs; CLOV, Dalia, Girassol and Pazflor.

 

Block 15 has production from four FPSOs: Kizomba A, Kizomba B, Kizomba C-Mondo, and Kizomba C-Saxi Batuque.

 

Block 31 has production from the PSVM FPSO.

 

The FPSOs serve as production hubs and each receives oil from more than one field and a large number of wells. In 2016, new wells were added and set into production on all three blocks.

 

Nigeria

Statoil has a 20.2% interest in the Agbami deep water field which is located 110 km off the coast of the Central Niger Delta region. The field is developed with subsea wells connected to an FPSO. The Agbami field straddles the two licences OML 127 and OML 128 and is operated by Chevron under a Unit Agreement. Statoil has 53.85% interest in OML 128.

For information related to the Agbami redetermination process and the dispute between the Nigerian National Petroleum Corporation and the partners in Oil Mining Lease (OML) 128 concerning certain terms of the OML 128 Production Sharing Contract (PSC), see note 23 Other commitments and contingencies to the Consolidated financial statements.


Algeria

The In Salah onshore gas development is a joint operatorship between Sonatrach, BP and Statoil. The Northern fields have been operating since 2004, and the Southern fields project started production from two fields (Garet el Befinat and Hassi Moumene) in March 2016. The remaining two fields (Gour Mahmoud and In Salah) will start production in 2017. The Southern fields are tied back into the Northern fields’ existing facilities.

  

The In Amenas onshore development is a gas development which contains significant liquid volumes. The In Amenas infrastructure includes a gas treatment plant composed of three processing trains. The production facility is connected to the Sonatrach distribution system. The facilities are operated through a joint operatorship between Sonatrach, BP and Statoil. The third processing train, which was damaged in the January 2013 terrorist attack, restarted in July 2016. The In Amenas Gas Compression project , which was led by BP, came into operation in February 2017.  The compressors will make it possible to reduce wellhead pressure and thereby increase production.

 

Separate PSAs including mechanisms for revenue sharing, govern the rights and obligations of the Parties and establish joint operatorships between Sonatrach, BP and Statoil for In Salah and In Amenas.

 

Eurasia

Production largely consists of the output from the Azeri-Chirag-Gunashli oil field in the Caspian Sea and the Corrib gas field off Ireland’s northwest coast, which has successfully ramped up production since its start up in December 2015. The cessation of production from Jupiter in the UK North Sea has been declared and the decommissioning of the wells started in fourth quarter of 2016.

 

International exploration

Statoil has reduced exploration drilling activity outside Norway in 2016 and prioritised new access efforts and prospect maturation to support an increased drilling activity in 2017 and onwards.

 

Brazil is one of Statoil’s core exploration areas, where in 2016 Statoil successfully completed an appraisal program in BM-C-33, which includes the Pao de Acucar, Seat and Gavea discoveries.

 

In Canada Statoil and its partners completed a 19-month drilling campaign in the Bay du Nord area, making two new oil discoveries, Baccalieu and Bay de Verde.

 

In 2016 Statoil secured a position in Turkey through a partnership with Valeura Energy Inc. in the Thrace region in the European north-western part of Turkey.

 

In December 2016, Mexico’s deepwater bidding round, Round 1.4, took place in Mexico City. A joint venture comprised of Statoil, BP and Total was awarded 2 licenses in Block 1 and Block 3 in the Saline Basin, with Statoil as the operator.

 

In 2016 Statoil and its partners completed nine exploratory wells and made three discoveries internationally. In 2017 Statoil’s international exploration drilling activity will comprise growth opportunities in basins where Statoil already is established with discoveries and producing fields, such as Canada, Brazil and the UK as well as new frontier opportunities like Suriname and Indonesia. Statoil expects to complete 12 to 14 exploration wells internationally in 2017.

30     Statoil, Annual Report on Form 20-F 2016       


 

 

 

Exploratory wells drilled 1)

2016

2015

2014

 

 

 

 

Americas

 

 

 

Statoil operated

5

8

4

Partner operated

2

2

5

Africa

 

 

 

Statoil operated

0

3

7

Partner operated

0

3

4

Other regions

 

 

 

Statoil operated

0

2

2

Partner operated

2

0

1

Total (gross)

9

18

23

 

 

 

 

1)  Wells completed during the year, including appraisals of earlier discoveries.

 

Fields under development internationally

This section covers all the sanctioned projects and selected pre-sanctioned projects.

 

Americas

US
The Stampede oil field is located in the Green Canyon area. The development includes a tension-leg platform (TLP) with downhole gas lift and water injection from start of production. Hess is the operator, and Statoil has a 25% working interest. Start of production is expected in 2018.

 

TVEX is an extension to Tahiti field, targeting shallower reservoirs above the existing main Tahiti reservoir, which is located in Green Canyon in Gulf of Mexico. Chevron is the operator, and Statoil has a 25% working interest. Start of production is expected in fourth quarter of 2018.

 

The Big Foot oil field is located in Walker Ridge area. The development includes a dry tree TLP with a drilling rig. Chevron is the operator, and Statoil has a 27.5% working interest. Start of production is expected in 2018. Initial plans called for production to start in late 2015, however, installation was halted and the TLP moved to sheltered waters following damage to subsea installation tendons in late May 2015

 

US Onshore operations use hydraulic fracturing to recover resources. Despite reduction in investment and activity level in recent years in shale plays Bakken , Eagle Ford and Marcellus , p roduction growth continues. The increase in onshore production despite investment reduction is attributed to higher recovery per well due to enhanced completion and improved operational efficiency.

 

Canada

The Hebron field, operated by Exxon Mobil, is located in the Jeanne d'Arc basin offshore Newfoundland near the partner-operated producing fields Terra Nova, Hibernia and Hibernia Southern Extension. The Hebron field will be developed using a fixed gravity base structure (GBS) and first oil is expected in late 2017. The topside was constructed in Korea and was transported to Newfoundland during 2016, whereas the GBS was constructed in Newfoundland. The topside and GBS were successfully tested and mated in December 2016. Statoil working interest was reduced from 9.7% to 9.01% effective 1 January 2016 due to a redetermination process. 

 

Statoil has made oil discoveries in the Flemish Pass offshore Newfoundland comprising the Bay du Nord project, and work is on-going to assess options for developing Bay du Nord. Statoil is the operator of Bay du Nord and holds a 65% working interest.

 

Brazil

Peregrino phase II (Statoil 60%, operator) includes the Peregrino South and Southwest discoveries. The development consists of one wellhead platform tied back to the existing floating production, storage and offloading vessel. In December 2014, Statoil approved the investment decision for the development of the second phase of the Peregrino oil field. Following a programme improving project economics, project execution started in April, 2016. In September 2016, the plan for development was formally approved by the Brazilian national agency of petroleum, natural gas and biofuels (ANP). Production is expected to start in late 2020.

 

Statoil, Annual Report on Form 20-F 2016      31  


 

In November 2016, Statoil completed the acquisition of 66% operated share from Petrobras in licence BM-S-8 in the Santos basin. This licence contains a substantial part of the pre-salt discovery Carcará. Carcará straddles both BM-S-8 and open acreage to the north. The definition of the development concept and the subsequent development of licence are dependent on ownership of the open acreage. The open acreage is expected to be included in the licencing round in 2017.

 

In August 2016, Statoil took over the operatorship of licence BM-C-33 from Repsol Sinopec Brasil. Statoil has 35% equity interest in this licence which is located in the Campos basin. Work is on-going to assess options for developing the discoveries in the licence. For information regarding exploration activity in BM-C-33 see International exploration earlier in this section.   

  

Africa

Tanzania

Statoil has made several large gas discoveries in Block 2 offshore Tanzania. Statoil is the operator of Block 2 and holds a 65% working interest. The licence is located in the Indian Ocean 100 km off the southern part of Tanzania. Work is on-going to assess options for developing the discoveries, including the construction of an onshore LNG plant jointly with the co-venturers in Blocks 1 and 4 which are operated by BG Tanzania (100% owned by Shell). 

Eurasia
United Kingdom

Mariner (Statoil 65.11%, operator) is a heavy oil development in the UK, where Statoil is the operator. The field development concept includes a production, drilling and living quarter platform based on a steel jacket. Oil will be exported by offshore loading from a floating storage unit. The development concept includes a possible future subsea tie-in of Mariner East, a small heavy oil discovery. The Mariner B storage vessel arrived Scotland on 26 August 2016, after a two-month voyage from South Korea. On 1 December 2016, the drilling of the first well of the Mariner field development commenced. Production from Mariner is expected to start in 2018.

  

Bressay (Statoil 81.6%, operator) is also a heavy oil discovery. In February 2016, Statoil decided to pause the concept selection work on Bressay. The partnership has agreed an extension of the licence period until end 2019 with the UK Oil and Gas Authority (OGA).   

 

32     Statoil, Annual Report on Form 20-F 2016       


 

2.5 MMP - MARKETING, MIDSTREAM AND PROCESSING



 

MMP overview

The Marketing, Midstream and Processing (MMP) reporting segment is responsible for marketing, trading, processing and transporting of crude oil and condensate, natural gas, NGL and refined products, including operation of Statoil operated refineries, terminals and processing plants. In addition, MMP is responsible for developing transportation solutions for natural gas, liquids and crude oil from Statoil assets including pipelines, shipping, trucking and rail. The business activities are organised in the following business clusters: Marketing and Trading, Asset Management and Processing and Manufacturing.

 

Key events in 2016:

·           Statoil had a strong increase in delivered sales of crude oil into Asia during 2016, based on West African equity production and shipping capability

·           The South Riding Point Terminal in Grand Bahamas sustained damage in the hurricane Matthew in October and was closed to traffic for a period

·           Major planned turnarounds at both Kalundborg and Mongstad refineries, Tjeldbergodden methanol plant and Gassled facilities

 

Marketing and Trading

The Marketing and Trading business cluster (MT) is responsible for the marketing, trading and transportation of all products from Statoil’s upstream, processing and refining business and for power and emissions trading.

 

MMP handles Statoil's own volumes, the Norwegian state's direct financial interest (SDFI) equity production of crude oil and NGL and third-party volumes, representing approximately 50% of all Norwegian liquids exports. MMP is also responsible for marketing SDFI’s gas together with Statoil’s own volumes and third party gas, representing approximately 70% of all Norwegian gas exports. See the Norwegian state’s participation and SDFI oil and gas marketing and sale in Applicable laws and regulations in section 2.7 Corporate.

 

Marketing and trading of gas and LNG

Statoil’s gas marketing and trading business is conducted from Norway and from offices in Belgium, the UK, Germany, the USA and Singapore.

 

Europe

The major export markets for gas from the NCS are Germany, France, the UK, Belgium, the Netherlands, Italy and Spain.  LNG from the Snøhvit field, combined with third party LNG cargoes, allow Statoil to reach global gas markets. The major part of the gas is sold to counterparties through bi-lateral sales and the remaining volumes over the trading desk through all the main European trading hubs. The bi-lateral sales are mainly carried out with large industrial customers, power producers and local distribution companies. A few of Statoil’s long-term gas contracts contain contractual price review mechanisms that can be triggered by the buyer or seller at regular intervals, or under certain given circumstances.

 

Statoil is active on both physical and exchange markets such as the Intercontinental Exchange (ICE). Statoil expects to continue to optimise the market value of the gas through a mix of bi-lateral contracts and trading via its production, transportation systems and downstream assets.  

 

USA 

Statoil Natural Gas LLC (SNG), a wholly-owned subsidiary, has a gas marketing and trading organization in Stamford, Connecticut that markets natural gas to local distribution companies, industrial customers and power generators. SNG also markets equity production volumes from the Gulf of Mexico, Eagle Ford and Marcellus and transports some of the northern Marcellus production to New York City and to Niagara, providing access to the greater Toronto area.

 

In addition, SNG has long-term capacity contracts with Dominion Resources Inc., which owns the Cove Point LNG re-gasification terminal in Maryland. LNG is sourced from the Snøhvit LNG facility in Norway. Due to continuing low gas prices in the US, almost all of Statoil's LNG cargoes have been diverted away from the US and delivered into higher-priced markets in Europe, South-America and Asia.

 

 

Statoil, Annual Report on Form 20-F 2016      33  


 

Marketing and trading of liquids

MMP is responsible for the sale of Statoil's and the SDFI’s crude oil and NGL, in addition to commercial optimisation of the refineries and terminals. The liquids marketing and trading business is conducted from Norway, UK, Singapore, US and Canada. The main crude oil market for Statoil is northwest Europe.

 

MMP also markets equity volumes from DPI assets located in Canada, US, Brazil, Angola, Nigeria, Algeria, Azerbaijan and UK, as well as third party volumes. Value is maximised through marketing, physical and financial trading and through optimisation of own and leased capacity such as refineries, processing, terminals, storages, pipelines, railcars and vessels.

  

Production plants

Statoil owns and is operator of the Mongstad refinery in Norway including the Mongstad Heat and Power Plant (MHPP). The refinery is a medium-sized refinery built in 1975, with a crude oil and condensate distillation capacity of 226,000 barrels per day. The refinery is directly linked to offshore fields through two crude oil pipelines, to the crude oil terminal at Sture and the gas processing plant at Kollsnes through an NGL/condensate pipeline, and to Kollsnes by a gas pipeline. MHPP produces heat and power from gas received from Kollsnes and from the refinery. It has capacity of approximately 280 megawatts of electric power and 350 megawatts of process heat.

 

Statoil has an ownership interest of 34% in Vestprosess, which transports and processes NGL and condensate. The Vestprosess pipeline connects the Kollsnes and Sture plants to Mongstad.

 

Statoil owns and is operator of the Kalundborg refinery in Denmark, which has a crude oil and condensate distillation capacity of 108,000 barrels per day. The refinery is connected via one gasoline and one gas oil pipeline to the terminal at Hedehusene near Copenhagen, and most of its products are sold locally.

 

Statoil has an ownership interest of 82% in the methanol plant at Tjeldbergodden. It receives natural gas from the Norwegian Sea through the Haltenpipe pipeline.  In addition, Statoil holds a 50.9% ownership interest in the air separation unit Tjeldbergodden Luftgassfabrikk DA.

 

The following table shows operating statistics for the plants at Mongstad, Kalundborg and Tjeldbergodden.

 

 

Throughput 1)

Distillation capacity 2)

On stream factor % 3)

Utilisation rate % 4)

Refinery

2016

2015

2014

2016

2015

2014

2016

2015

2014

2016

2015

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mongstad

9.8

11.9

9.2

9.3

9.3

9.3

94.4

97.6

93.4

93.9

93.4

90.0

Kalundborg

5.0

5.2

4.5

5.4

5.4

5.4

98.0

98.5

91.8

91.0

91.0

82.0

Tjeldbergodden

0.76

0.92

0.83

0.95

0.95

0.95

94.8

98.5

88.4

94.8

98.5

97.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1)

Actual throughput of crude oils, condensates, NGL, feed and blendstock, measured in million tonnes.

Higher than distillation capacity for Mongstad due to high volumes of fuel oil and NGL not going through the crude distillation unit.

Higher than distillation capacity for Kalundborg, due to volumes of kero, naphta, gasoil and biodiesel-additive not going through the crude-/condensate units.

2)

Nominal crude oil and condensate distillation capacity, and methanol production capacity, measured in million tonnes.

3)

Composite reliability factor for all processing units, excluding turnarounds.

4)

Composite utilisation rate for all processing units, stream day utilisation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Terminals and storage

Statoil has a 65% ownership interest in Mongstad crude oil terminal. Crude oil is landed at Mongstad through pipelines from the NCS and by crude tankers from the market. The Mongstad terminal has a storage capacity of 9.4 million barrels of crude oil.

 

The Sture crude oil terminal receives crude oil through pipelines from the North Sea. The terminal is part of the Oseberg Transportation System (Statoil interest 36.2%). The processing facilities at Sture stabilise Oseberg crude oil and recover LPG mix (propane and butane) and naphtha.

 

Statoil operates the South Riding Point Terminal, which is located on Grand Bahamas Island and consists of two shipping berths and ten storage tanks, with a storage capacity of 6.75 million barrels of crude oil. The terminal has facilities to blend crude oils, including heavy oils. The main damages suffered in the Matthew hurricane in October were related to the loading infrastructure at the Sea Island, and Berth 2 is still out of operation. Statoil is in the process of scoping the reconstruction.

 

Statoil UK holds one third share of the interests in the Aldbrough Gas Storage in UK, operated by SSE Hornsea Ltd.

 

34     Statoil, Annual Report on Form 20-F 2016       


 

Statoil Deutschland Storage GmbH holds a 23.7% stake in the Etzel Gas Lager in the northern part of Germany which has a total of nineteen caverns and secures regularity for gas deliveries from the NCS.

 

Statoil UK holds a 27.3% stake in the Teesside terminal, which stabilises unstable oil from the Ekofisk area and several other Norwegian and UK fields and recovers NGL.  

 

Pipelines

Statoil is a significant shipper in the NCS gas pipeline system. Most gas pipelines on the NCS that are accessed by third-party customers are owned by a single joint venture, Gassled, with regulated third-party access. The Gassled system is operated by the independent system operator Gassco AS, which is wholly owned by the Norwegian state. Statoil’s current ownership share in Gassled is 5%. See Gas sales and transportation from the NCS in section 2.7 Corporate   for further information.

 

MMP is technical service provider (TSP) for the Kårstø and Kollsnes gas processing plants in accordance with the technical service agreement between Statoil and Gassco AS, included as Exhibit 4(a)(i) to Form 20-F. MMP also performs the TSP role for the larger share of the Gassco operated gas pipeline infrastructure.

 

In addition, MMP manages Statoil’s ownership in the following pipelines in the Norwegian gas transportation system: Oseberg oil transportation system, Grane oil pipeline, Kvitebjørn oil pipeline, Troll oil pipeline I and II, Edvard Grieg oil pipeline, Utsira High gas pipeline, Valemon rich gas pipeline, Haltenpipe, Norpipe and Mongstad gas pipeline.

 

Statoil Deutschland GmbH held a 30.8% stake in the Norddeutsche Erdgas Transversale (NETRA) overland gas transmission pipeline via Jordgas Transport GmbH, which was sold during 2016 to Open Grid Europe GmbH and Gasuni Deutschland Transport Services GmbH.

 

Polarled (Statoil 37.1%, operator) will secure a gas export pipeline for fields in the Norwegian Sea. The project is aligned with the Aasta Hansteen field development.

 

The Johan Sverdrup oil and gas export pipelines (Statoil 40.0%, operator) will provide export from the Johan Sverdrup field.  

 

  

 

Statoil, Annual Report on Form 20-F 2016      35  


 

2.6 OTHER GROUP

 

The Other reporting segment includes activities in New Energy Solutions (NES), Global Strategy and Business Development (GSB), Technology, Projects and Drilling (TPD) and corporate staffs and support functions.

 

New Energy Solutions (NES)

The NES business area reflects Statoil’s aspirations to gradually complement its oil and gas portfolio with profitable renewable energy and other low-carbon energy solutions. Offshore wind and carbon capture and storage have been key focus areas in 2016.

 

Key events in 2016:

·           Acquisition of a 50% stake in the Arkona asset in the German part of the Baltic Sea

·           Launch of Statoil Energy Venture Fund and 4 subsequent investments

·           Agreement to increase UK presence through increasing owner share in the Dogger Bank projects

·           Signed a letter of intent to take over as operator of the Sheringham Shoal wind farm in 2017

·           Statoil has concluded a 25% farm down in the Hywind Scotland project

·           Winner of US Government’s wind lease sale of 79,350 acres offshore New York

 

The Sheringham Shoal offshore wind farm (Statoil 40%, operator from 2017) located off the coast of Norfolk, UK, was formally opened in September 2012. The wind farm is in full production with 88 turbines and an installed capacity of 317 megawatt (MW). Following divestment in 2014, it is now owned 40% by Statkraft, a Norwegian wholly state-owned company, 40% by Statoil and 20% by the UK Green Investment Bank (GIB). The wind farm's annual production is approximately 1.1 terawatt hours (TWh) and it has the capacity to provide power to approximately 220,000 households. Statkraft and Statoil have signed a letter of intent that Statoil takes over as operator of Sheringham Shoal in 2017.

The Dudgeon offshore wind farm (Statoil 35%, operator) is located in the Greater Wash area off the English east coast, short distance from Sheringham Shoal. A final investment decision for the 402 MW project was made in July 2014. The wind farm is expected to produce 1.7 TWh yearly from 67 turbines, with the capacity to provide power for around 410,000 households. On 7 January 2017, the first turbine was energised. On 7 February 2017, the first turbine was set in production, delivering electric power to the UK national grid. The wind farm is expected to be in full operation in fourth quarter 2017.

The Dogger Bank area has a total consented capacity of 4.8 GW and is potentially the largest offshore wind farm development in the world. Statoil and Statkraft, together with RWE and SSE, are partners in the Forewind consortium, each with a 25% equity stake. In February and August 2015, the consortium received consent from the UK authorities for four projects, each with a capacity of 1200 MW. Statoil has recently signed an agreement to acquire Statkraft’s share in Dogger Bank, the final shareholding is pending, among other things, partner approval.

The Arkona offshore wind farm (Statoil 50%) is being developed in the German part of the Baltic Sea, and the operations and maintenance base will be located in Sassnitz on the island of Rügen. In April 2016, Statoil acquired a 50% share in AWE-Arkona-Windpark Entwicklungs-GmbH from E.ON Climate & Renewables. A final investment decision for the up to 385 MW project was made in April 2016. All main construction contracts have been awarded, and fabrication has started. The wind farm is expected to supply approximately 400,000 German households from 60 turbines, and to be in full operation in 2019.

The Hywind Scotland pilot wind park (Statoil 75%, operator) is a floating wind pilot park using the Hywind concept, developed and owned by Statoil. The project is located at Buchan Deep, approximately 25 km off Peterhead on the east coast of Scotland. Statoil will install 5 Siemens 6MW turbines, a total capacity of 30MW. Production is expected to be 0.14 TWh/year, powering around 20,000 households. The project was sanctioned in October 2015. The planned first deliveries to the grid are in fourth quarter 2017. This is the next step in Statoil’s strategy towards deployment of the first utility scale floating wind farms.

 

Statoil is the winner of the New York Wind Energy Area lease, following the December 2016 BOEM lease sale, with a winning bid of USD 42.5 million. The lease is 321 km 2 , large enough to support one or more offshore wind developments with a total capacity of more than 1GW. The lease is located approximately 20 km directly south of Long Island. The project will be further matured during 2017.

 

Since 1996, Statoil has proven experience in carbon capture and storage ( CCS) and has continued to develop competence through research engagement in the Technical Centre Mongstad (TCM) and offshore operations in Sleipner and Snøhvit. Statoil will seek to deploy our competence and experience in other CCS projects, continue to evaluate opportunities to reduce carbon dioxide emissions and explore carbon dioxide for enhanced oil recovery (EOR) possibilities. Statoil has on behalf of the Norwegian Ministry of Petroleum and Energy (MPE) performed a feasibility study for establishing a CO2 storage on the NCS. The MPE intends to issue a tender process at the end of this year for planning, construction and operation of such CO2 storage as a part of a full CCS value chain from three industrial sources in Norway.

 

36     Statoil, Annual Report on Form 20-F 2016       


 

In February 2016, Statoil launched the Statoil Energy Ventures Fund, a new energy investment fund dedicated to investing in attractive and ambitious growth companies in low carbon energy, supporting Statoil’s strategy of growth in new energy solutions. The Statoil Energy Ventures Fund, will invest up to USD 200 million over a period of four to seven years. During 2016, the fund made four investments in four different segments. United Wind is a distributed wind generation company based in New York that offers to install wind turbines on small property owner's land in exchange for a 20-year lease arrangement. ChargePoint is the largest electric vehicle charging infrastructure company in the USA with plans to expand globally in light of the growth in electric vehicles sales. Convergent Energy & Power is a US based energy storage project developer that builds, finances, owns and operates storage projects on behalf of large utilities and commercial and industrial customers. Oxford PV is a third generation solar technology company based in Oxford, UK that is developing a perovskites material that has the potential to make a significant increase in the efficiency of silicon photovoltaic panels.

 

Global Strategy and Business Development (GSB)

The Global Strategy and Business Development (GSB) business area is Statoil’s functional centre for strategy and business development. GSB is responsible for Statoil’s global strategy processes and identifies and delivers inorganic business development opportunities, including corporate mergers and acquisitions. This is achieved through close collaboration across geographic locations and business areas. Statoil's strategy forms the basis for guiding the company’s business development focus.

 

GSB also hosts a number of corporate functions including Statoil’s Corporate Sustainability function, which is shaping the company’s strategic response to sustainability issues and reporting on Statoil’s sustainability performance.

 

Corporate staffs and support functions

Corporate Staffs and support functions comprise the non-operating activities supporting Statoil, and include headquarters and central functions that provide business support such as finance and control, corporate communication, safety, audit, legal services and people and organisation.

 

Technology, Projects and Drilling (TPD)

The business area Technology, Projects and Drilling (TPD) is responsible for the development and execution of projects, well deliveries, procurement, research and technology in Statoil.

 

The TPD organisation was restructured 1 January 2016 to reduce cost, increase efficiency and secure high quality execution. All project expertise was integrated in one Project development organisation (PRD), and all expertise within technology, research and innovation was integrated in one Research and technology organisation (R&T).

 

Research and Technology (R&T) delivers technical expertise to projects, business developments and assets. Further, R&T drives research, innovation and implementation of new technology across Statoil, to secure both short and long term business needs.

 

Project Development (PRD) develops and executes all major facility developments, modifications and field decommissioning.

 

Drilling and Well (D&W) provides cost efficient well deliveries and rig management, including expertise and support to drilling and well operations globally in Statoil.

 

Procurement and Supplier Relations (PSR) manages the supply chain, conducts all procurements and provides management of contracts in accordance with business needs.

  

Statoil, Annual Report on Form 20-F 2016      37  


 

Project startups and completions 2016

Statoil's interest

Operator

Area

Type

 

 

 

 

 

Heidelberg

12.00%

Anadarko

Gulf of Mexico

Oil

Snorre A drilling facilities upgrade

33.28%

Statoil

North Sea

Improved oil recovery

Goliat

35.00%

Eni

Barents Sea

Oil and gas

In Salah Southern fields

31.85%

Sonatrach/BP/Statoil

Algeria

Gas

Julia

50.00%

ExxonMobil

Gulf of Mexico

Oil

Gullfaks Rimfaksdalen

51.00%

Statoil

North Sea

Oil

B11 removal

5.00%

Gassco 1)

North Sea

Field decommissioning

Ivar Aasen

41.47%

Aker BP

North Sea

Oil and gas

 -  held through Lundin

0.28%

 

 

 

1)  Statoil is technical operator

 

 

Ongoing projects with expected startups and completions 2017-2020

Statoil's interest

Operator

Area

Type

 

 

 

 

 

Gina Krog

58.70%

Statoil

North Sea

Oil and gas

Gullfaks C subsea compression

51.00%

Statoil

North Sea

Improved gas recovery

Dudgeon offshore wind farm

35.00%

Statoil

North Sea, off English coast

Wind

Hywind Scotland pilot wind park

75.00%

Statoil

North Sea, off Scottish coast

Wind

Volve decommissioning

59.60%

Statoil

North Sea

Field decommissioning

Byrding

70.00%

Statoil

North Sea

Oil and associated gas

Hebron

9.01%

ExxonMobil

Newfoundland, Canada

Oil

Tahiti vertical expansion

25.00%

Chevron

Gulf of Mexico

Oil

Aasta Hansteen

51.00%

Statoil

Norwegian Sea

Gas

Polarled

37.10%

Statoil

Norwegian Sea

Gas export pipeline

Oseberg Vestflanken 2

49.30%

Statoil

North Sea

Oil and gas

Mariner

65.11%

Statoil

North Sea

Oil

Troll B gas module

30.58%

Statoil

North Sea

Increased processing capacity

Big Foot

27.50%

Chevron

Gulf of Mexico

Oil

Martin Linge

19.00%

Total

North Sea

Oil and gas

Stampede

25.00%

Hess

Gulf of Mexico

Oil

Arkona offshore wind farm

50.00%

E.ON

Baltic Sea, off German coast

Wind

Johan Sverdrup

40.03%

Statoil

North Sea

Oil and associated gas

 -  held through Lundin

4.54%

 

 

 

Johan Sverdrup export pipelines, JoSEPP

40.03%

Statoil

North Sea

Oil and gas export pipelines

 -  held through Lundin

4.54%

 

 

 

Utgard Norwegian sector

38.44%

Statoil

North Sea

Gas and condensate

    UK sector

38.00%

 

 

 

Trestakk

59.10%

Statoil

North Sea

Oil and associated gas

Huldra decommissioning

19.87%

Statoil

North Sea

Field decommissioning

Peregrino phase II

60.00%

Statoil

Brazil

Oil

 

Startups beyond 2020

 

 

 

 

In our world-class portfolio, an additional 35-40 projects are in the early phase.

 

 

 

 

 

 

 

 

 

 

 

 

38     Statoil, Annual Report on Form 20-F 2016       


 

2.7 CORPORATE

 

APPLICABLE LAWS AND REGULATIONS

Statoil operates in more than 30 countries and is exposed to, and committed to compliance with, a number of laws and regulations globally.

 

This article focuses primarily on Norwegian laws specific for Statoil`s core activities, taking into account that the majority of Statoil’s production is produced on the NCS, the ownership structure of the company and that Statoil is registered and has its headquarters in Norway.

 

Norwegian petroleum laws and licensing system

The principal laws governing Statoil’s petroleum activities in Norway are the Norwegian Petroleum Act and the Norwegian Petroleum Taxation Act.

 

Norway is not a member of the European Union (EU), but Norway is a member of the European Free Trade Association (EFTA). The EU and the EFTA Member States have entered into the Agreement on the European Economic Area, referred to as the EEA Agreement, which provides for the inclusion of EU legislation in the national law of the EFTA Member States (except Switzerland). Statoil’s business activities are subject to both the EFTA Convention and EU laws and regulations adopted pursuant to the EEA Agreement.

 

For further information about the jurisdictions in which Statoil operates, see sections 2.2 Business overview and 2.10 Risk review

 

Under the Petroleum Act, the Norwegian Ministry of Petroleum and Energy (“MPE”) is responsible for resource management and for administering petroleum activities on the NCS. The main task of the MPE is to ensure that petroleum activities are conducted in accordance with the applicable legislation, the policies adopted by the Norwegian Parliament (the Storting) and relevant decisions of the Norwegian State. 

 

The Storting's role in relation to major policy issues in the petroleum sector can affect Statoil in two ways: firstly, when the Norwegian State acts in its capacity as majority owner of Statoil shares and, secondly, when the Norwegian State acts in its capacity as regulator:

·           The Norwegian State's shareholding in Statoil is managed by the Ministry of Petroleum and Energy. The Ministry of Petroleum and Energy will normally decide how the Norwegian State will vote on proposals submitted to general meetings of the shareholders. However, in certain exceptional cases, it may be necessary for the Norwegian State to seek approval from the Storting before voting on a certain proposal. This will normally be the case if Statoil issues additional shares and such issuance would significantly dilute the Norwegian State's holding, or if such issuance would require a capital contribution from the Norwegian State in excess of government mandates. A decision by the Norwegian State to vote against a proposal on Statoil’s part to issue additional shares would prevent Statoil from raising additional capital in this manner and could adversely affect Statoil’s ability to pursue business opportunities. For more information about the Norwegian State's ownership, see Risks related to state ownership in section 2.10 Risk review and Major shareholders in section 5.1 Shareholder information

·           The Norwegian State exercises important regulatory powers over Statoil, as well as over other companies and corporations on the NCS. As part of its business, Statoil or the partnerships to which Statoil is a party, frequently need to apply for licences and other approval of various kinds from the Norwegian State. Although Statoil is majority-owned by the Norwegian State, it does not receive preferential treatment with respect to licences granted by or under any other regulatory rules enforced by the Norwegian State

 

The principal laws governing Statoil’s petroleum activities in Norway and on the NCS are the Norwegian Petroleum Act of 29 November 1996 (the "Petroleum Act") and the regulations issued thereunder, and the Norwegian Petroleum Taxation Act of 13 June 1975 (the "Petroleum Taxation Act"). The Petroleum Act sets out the principle that the Norwegian State is the owner of all subsea petroleum on the NCS, that exclusive right to resource management is vested in the Norwegian State and that the Norwegian State alone is authorised to award licences for petroleum activities as well as determine its terms. Licensees are required to submit a plan for development and operation (PDO) to the Ministry of Petroleum and Energy for approval. For fields of a certain size, the Storting has to accept the PDO before it is formally approved by the Ministry of Petroleum and Energy. Statoil is dependent on the Norwegian State for approval of its NCS exploration and development projects and its applications for production rates for individual fields.

 

Production licences are the most important type of licence awarded under the Petroleum Act and are normally awarded for an initial exploration period, which is typically six years, but which can be shorter. The maximum period is ten years. During this exploration period, the licensees must meet a specified work obligation set out in the licence. If the licensees fulfil the obligations set out in the initial license period, they are entitled to require that the licence be prolonged for a period specified at the time when the licence is awarded, typically 30 years.

 

Statoil, Annual Report on Form 20-F 2016      39  


 

The terms of the production licences are decided by the Ministry of Petroleum and Energy. A production licence grants the holder an exclusive right to explore for and produce petroleum within a specified geographical area. The licensees become the owners of the petroleum produced from the field covered by the licence. Production licences are awarded to group of companies forming a joint venture at the Ministry’s discretion. The members of the joint venture are jointly and severally responsible to the Norwegian State for obligations arising from petroleum operations carried out under the licence. The Ministry of Petroleum and Energy decides the form of the joint operating agreements and accounting agreements.

 

The governing body of the joint venture is the management committee. In licences awarded since 1996 where the state's direct financial interest (SDFI) holds an interest, the Norwegian State, acting through Petoro AS, may veto decisions made by the joint venture management committee, which, in the opinion of the Norwegian State, would not be in compliance with the obligations of the licence with respect to the Norwegian State's exploitation policies or financial interests. This power of veto has never been used.

 

Interests in production licences may be transferred directly or indirectly subject to the consent of the Ministry of Petroleum and Energy and the approval of the Ministry of Finance of a corresponding tax treatment position. In most licences, there are no pre-emption rights in favour of the other licensees. However, the SDFI, or the Norwegian State, as appropriate, still holds pre-emption rights in all licences.

 

The day-to-day management of a field is the responsibility of an operator appointed by the Ministry of Petroleum and Energy. The operator is in practice always a member of the joint venture holding the production licence, although this is not legally required. The terms of engagement of the operator are set out in the joint operating agreement.

 

Licensees are required to submit a plan for development and operation (PDO) to the Ministry of Petroleum and Energy for approval. For fields of a certain size, the Storting has to accept the PDO before it is formally approved by the Ministry of Petroleum and Energy.

 

If important public interests are at stake, the Norwegian State may instruct Statoil and other licensees on the NCS to reduce the production of petroleum. The last time the Norwegian State instructed a reduction in oil production was in 2002.

 

A licence from the Ministry of Petroleum and Energy is also required in order to establish facilities for the transportation and utilisation of petroleum. Ownership of most facilities for the transportation and utilisation of petroleum in Norway and on the NCS is organised in the form of joint ventures. The participants' agreements are similar to the joint operating agreements.

 

Licensees are required to prepare a decommissioning plan before a production licence or a licence to establish and use facilities for the transportation and utilisation of petroleum expires or is relinquished, or the use of a facility ceases. On the basis of the decommissioning plan, the Ministry of Petroleum and Energy makes a decision as to the disposal of the facilities.

 

For an overview of Statoil’s activities and shares in Statoil’s production licences on the NCS, see section 2.5 Development and Production Norway (DPN).

 

Gas sales and transportation from the NCS

Statoil markets gas from the NCS on its own behalf and on the Norwegian State's behalf. Gas is transported through the Gassled pipeline network to customers in the UK and mainland Europe.

 

Most of Statoil’s and the Norwegian State's gas produced on the NCS is sold under gas contracts to customers in the European Union (EU), and changes in EU legislation may affect Statoil's marketing of gas.

 

The Norwegian gas transport system, consisting of the pipelines and terminals through which licensees on the NCS transport their gas, is owned by a joint venture called Gassled. The Norwegian Petroleum Act of 29 November 1996 and the pertaining Petroleum Regulation establish the basis for non- discriminatory third-party access to the Gassled transport system.

 

The tariffs for the use of capacity in the transport system are determined by applying a formula set out in separate tariff regulations stipulated by the Ministry of Petroleum and Energy. The tariffs are paid on the basis of booked capacity, not on the basis of the volumes actually transported.

 

For further information, see Pipeli nes in section 2.5 MMP – Marketing, Midstream and Processing.

 

The Norwegian State's participation

The Norwegian State's policy as a shareholder in Statoil has been and continues to be to ensure that petroleum activities create the highest possible value for the Norwegian State.

 

40     Statoil, Annual Report on Form 20-F 2016       


 

In 1985, the Norwegian State established the State's direct financial interest (SDFI) through which the Norwegian State has direct participating interests in licences and petroleum facilities on the NCS. As a result, the Norwegian State holds interests in a number of licences and petroleum facilities in which Statoil also hold interests. Petoro AS, a company wholly owned by the Norwegian State, was formed in 2001 to manage the SDFI assets.

 

SDFI oil and gas marketing and sale

Statoil markets and sells the Norwegian State's oil and gas together with Statoil’s own production. The arrangement has been implemented by the Norwegian State.

 

At an extraordinary general meeting held on 25 May 2001, the Norwegian State, as sole shareholder, approved an instruction to Statoil setting out specific terms for the marketing and sale of the Norwegian State's oil and gas. This resolution is referred to as the Owner's instruction.

 

Statoil is obliged under the Owner's instruction to jointly market and sell the Norwegian State's oil and gas as well as Statoil’s own oil and gas. The overall objective of the marketing arrangement is to obtain the highest possible total value for Statoil’s oil and gas and the Norwegian State's oil and gas, and to ensure an equitable distribution of the total value creation between the Norwegian State and Statoil.

 

Withdrawal or amendment

·           The Norwegian State may at any time utilise its position as majority shareholder of Statoil to withdraw or amend the marketing instruction

 

HSE regulation

Statoil’s petroleum operations are subject to extensive laws and regulations relating to health, safety and the environment (HSE).

 

With business operations in more than 30 countries, Statoil is subject to a wide variety of HSE laws and regulations concerning its products, operations and activities. Laws and regulations may be jurisdiction specific, but also international regulations, conventions or treaties, as well as EU directives and regulations, are relevant.

 

As a result of the Macondo incident, in 2011, the US Department of the Interior created two new agencies to administer operations and activities in the Gulf of Mexico - the Bureau of Safety and Environmental Enforcement (BSEE) and the Bureau of Offshore Energy Management (BOEM). The department also issued new regulations to address the respective roles of the new agencies. Application of these regulations has the potential to affect Statoil’s operations in the US. Similarly, the effects from implementing the EU offshore Safety Directive in EU-member states' legislation will affect operations in relevant EU member countries.

 

See also Risk factors in section 2.10 Risk review.

 

Taxation of Statoil

Statoil is subject to ordinary Norwegian corporate income tax and to a special petroleum tax relating to its offshore activities in Norway. Statoil’s profits, both from offshore oil and natural gas activities and from onshore activities, are subject to Norwegian corporate income tax. The standard corporate income tax rate has been reduced from 25% in 2016 to 24% in 2017. In addition, a special petroleum tax is levied on profits from petroleum production and pipeline transportation on the NCS. The special petroleum tax rate has been increased from 53% in 2016 to 54% in 2017. The special petroleum tax rate is applied to relevant income in addition to the standard income tax rate, resulting in a 78% marginal tax rate on income subject to the special petroleum tax. For further information, see note 9 Income taxes to the Consolidated financial statements.

 

Statoil's international petroleum activities are subject to tax pursuant to local legislation. Fiscal regulation of Statoil’s upstream operations is generally based on corporate income tax regimes and/or PSAs.

 

SUBSIDIARIES AND PROPERTIES

 

Significant subsidiaries

The following table shows significant subsidiaries and equity accounted companies directly held by Statoil ASA as of 31 December 2016.

 

Our voting interest in each company is equivalent to our equity interest.

Statoil, Annual Report on Form 20-F 2016      41  


 

 

Ownership in certain subsidiaries and other equity accounted companies

Name

in %

Country of incorporation

 

Name

in %

Country of incorporation

 

 

 

 

 

 

 

Statholding AS

100

Norway

 

Statoil Nigeria Deep Water AS

100

Norway

Statoil Angola Block 15 AS

100

Norway

 

Statoil Nigeria Outer Shelf AS

100

Norway

Statoil Angola Block 15/06 Award AS

100

Norway

 

Statoil Norsk LNG AS

100

Norway

Statoil Angola Block 17 AS

100

Norway

 

Statoil North Africa Gas AS

100

Norway

Statoil Angola Block 31 AS

100

Norway

 

Statoil North Africa Oil AS

100

Norway

Statoil Angola Block 38 AS

100

Norway

 

Statoil Orient AG

100

Switzerland

Statoil Angola Block 39 AS

100

Norway

 

Statoil OTS AB

100

Sweden

Statoil Angola Block 40 AS

100

Norway

 

Statoil Petroleum AS

100

Norway

Statoil Apsheron AS

100

Norway

 

Statoil Refining Norway AS

100

Norway

Statoil Azerbaijan AS

100

Norway

 

Statoil Shah Deniz AS

100

Norway

Statoil BTC Finance AS

100

Norway

 

Statoil Sincor AS

100

Norway

Statoil Coordination Centre NV

100

Belgium

 

Statoil SP Gas AS

100

Norway

Statoil Danmark AS

100

Denmark

 

Statoil Tanzania AS

100

Norway

Statoil Deutschland GmbH

100

Germany

 

Statoil Technology Invest AS

100

Norway

Statoil do Brasil Ltda

100

Brazil

 

Statoil UK Ltd

100

United Kingdom

Statoil Exploration Ireland Ltd.

100

Ireland

 

Statoil Venezuela AS

100

Norway

Statoil Forsikring AS

100

Norway

 

Statoil Metanol ANS

82

Norway

Statoil Færøyene AS

100

Norway

 

Mongstad Terminal DA

65

Norway

Statoil Hassi Mouina AS

100

Norway

 

Tjeldbergodden Luftgassfabrikk DA

51

Norway

Statoil Indonesia Karama AS

100

Norway

 

Naturkraft AS

50

Norway

Statoil New Energy AS

100

Norway

 

Vestprosess DA

34

Norway

Statoil Nigeria AS

100

Norway

 

Lundin Petroleum AB

20

Sweden

 

 

 

 

 

 

 

 

42     Statoil, Annual Report on Form 20-F 2016       


 

Property, plant and equipment

Statoil has interests in real estate in many countries throughout the world. However, no individual property is significant. The largest office buildings are the   Statoil's head office located at Forusbeen 50, NO-4035, Stavanger, Norway which comprises approximately 135,000 square meters of office space, and the 65,500-square- metre office building located at Fornebu on the outskirts of Norway's capital Oslo. Both office buildings are leased.

 

For a description of our significant reserves and sources of oil and natural gas, see Proved oil and gas reserves in section 2.8 Operating and financial   performance below, and note 27 Supplementary oil and gas information (unaudited) to the Consolidated financial statements. For a description of our operational refineries, terminals and processing plants, see section 2.5 MMP – Marketing, midstream and processing.

 

Related party transactions

See note 24 Related parties to the Consolidated financial statements for information concerning related parties.

 

Insurance

Statoil maintains insurance coverage that includes coverage for physical damage to its oil and gas properties, third-party liability, workers' compensation and employers' liability, general liability, sudden pollution and other coverage.

 

Statoil's insurance coverage includes deductibles that must be met prior to recovery. Statoil's external insurance is subject to caps, exclusions and limitations, and there is no assurance that such coverage will adequately protect Statoil against liability from all potential consequences and damages.

 

Statoil, Annual Report on Form 20-F 2016      43  


 

2.8 OPERATING AND FINANCIAL PERFORMANCE

 

PROVED OIL AND GAS RESERVES

Proved oil and gas reserves were estimated to be 5,013 mmboe at year end 2016, compared to 5,060 mmboe at the end of 2015.

 

Statoil's proved reserves are estimated and presented in accordance with the Securities and Exchange Commission (SEC) Rule 4-10 (a) of Regulation S-X, revised as of January 2009, and relevant Compliance and Disclosure Interpretations (C&DI) and Staff Accounting Bulletins, as issued by the SEC staff. For additional information, see Proved oil and gas reserves in note 2 Significant accounting policies to the Consolidated financial statements. For further details on proved reserves, see also note 27 Supplementary oil and gas information (unaudited) in the Consolidated financial statements

 

Changes in proved reserves estimates are most commonly the result of revisions of estimates due to observed production performance, extensions of proved areas through drilling activities or the inclusion of proved reserves in new discoveries through the sanctioning of new development projects. These are sources of additions to proved reserves that are the result of continuous business processes and can be expected to continue to add reserves in the future.

 

Proved reserves can also be added or subtracted through the acquisition or disposal of assets. Changes in proved reserves can also be due to factors outside management control, such as changes in oil and gas prices. Lower oil and gas prices normally allow less oil and gas to be recovered from the accumulations. However, for fields with PSAs and similar contracts, a reduced oil price may result in higher entitlement to the produced volume. These changes are included in the revisions category in the table below.

 

The principles for booking proved gas reserves are limited to contracted gas sales or gas with access to a robust gas market.

 

In Norway and the UK, Statoil recognises reserves as proved when a development plan is submitted, as there is reasonable certainty that such a plan will be approved by the regulatory authorities. Outside these territories, reserves are generally booked as proved when regulatory approval is received, or when such approval is imminent. Reserves from new discoveries, upward revisions of reserves and purchases of proved reserves are expected to contribute to maintaining proved reserves in future years. Undrilled well locations US onshore are generally booked as proved undeveloped reserves when a development plan has been adopted and the well locations are scheduled to be drilled within five years,

 

Approximately 91% of our proved reserves are located in OECD countries. Norway is by far the most important contributor in this category, followed by the United States (US), Canada and Ireland.

 

44     Statoil, Annual Report on Form 20-F 2016       


 

Of Statoil's total proved reserves, 7% are related to PSAs in non-OECD countries such as Azerbaijan, Angola, Algeria, Nigeria, Libya and Russia. Other non-OECD reserves are related to concessions in Brazil and Venezuela, representing less than 2% of Statoil's total proved reserves. These are included in proved reserves in the Americas.

Significant changes in our proved reserves in 2016 were:

      Negative revisions due to lower commodity prices compared to last year, resulted in a reduction of approximately 60 million boe

      The negative revisions are more than offset by positive revisions due to better performance of producing fields, maturing of improved recovery projects, and reduced uncertainty due to further drilling and production experience. The net effect of the positive and negative revisions is an increase of 409 million boe in 2016 . A significant part of these positive revisions are related to large, producing fields offshore Norway where production is declining less than previously assumed for the proved reserves due to continuous improvement activities

      Proved reserves from new discoveries have also been added through the sanctioning of new field development projects in 2016, Svale Nord, Trestakk and Utgard in Norway and Julia in US. The new projects added a total of 66 million boe. New discoveries with proved reserves booked in 2016 are all expected to start production within a period of five years

      Further drilling in the Bakken, Marcellus and Eagle Ford onshore plays in the US increased the proved reserves in 2016, and some of these additions are presented as extensions. Extension of proved area on existing fields added a total of 112 million boe of new proved reserves in 2016

      The net effect of purchase and sale increased the reserves by 39 million boe in 2016

 

The 2016 entitlement production was 673 million boe, an increase of 1.6% compared to 2015.

  

 

Proved reserves as of 31 December 2016

Proved reserves

Oil and Condensate

NGL

Natural Gas

Total oil and gas

(mmboe)

(mmboe)

(bcf)

(mmboe)

 

 

 

 

 

Developed

 

 

 

 

Norway

543

213

9,223

2,399

Eurasia excluding Norway

43

-

188

76

Africa

200

10

171

240

Americas

320

53

1,002

552

Total Developed proved reserves

1,105

277

10,584

3,268

 

 

 

 

 

Undeveloped

 

 

 

 

Norway

689

76

3,628

1,411

Eurasia excluding Norway

28

-

-

28

Africa

22

6

110

47

Americas

190

14

316

260

Total Undeveloped proved reserves

928

95

4,054

1,746

 

 

 

 

 

Total proved reserves

2,033

372

14,637

5,013

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2016      45  


 

Proved reserves in Norway

A total of 3,811 million boe is recognised as proved reserves in 61 fields and field development projects on the NCS, representing 76% of Statoil's total proved reserves. Of these, 54 fields and field areas are currently in production, 35 of which are operated by Statoil. Three new field development projects added reserves categorised as extensions and discoveries during 2016, Svale Nord, Trestakk and Utgard. Production experience, further drilling and improved recovery on several of Statoil's producing fields in Norway also contributed positively to the revisions of the proved reserves in 2016.

 

The net effect of the transaction with Lundin Petroleum AB (Lundin), including sale of Statoil’s equity share in the Edvard Grieg field and acquisition of a 20.1% share in Lundin, results in an increase in Statoil’s proved reserves of 50 million boe. The volume corresponding to our relative share of Lundin’s share in fields carrying proved reserves is included as reserves in an equity accounted company.

 

Of the proved reserves on the NCS, 2,399 million boe, or 63%, are proved developed reserves. Of the total proved reserves in this area, 60% are gas reserves related to large offshore gas fields such as Troll, Snøhvit, Oseberg, Ormen Lange, Tyrihans, Visund, Aasta Hansteen and Åsgard and 40% are liquid reserves.

 

Proved reserves in Eurasia, excluding Norway

In this area, Statoil has proved reserves of 104 million boe related to three fields and field developments in Azerbaijan, Ireland and Russia. Eurasia excluding Norway represents 2% of Statoil's total proved reserves, Azerbaijan being the main contributor with the Azeri-Chirag-Gunashli fields. All fields are producing. Of the proved reserves in Eurasia, 76 million boe or 73% are proved developed reserves.

 

Of the total proved reserves in this area, 68% are liquid reserves and 32% are gas reserves.

46     Statoil, Annual Report on Form 20-F 2016       


 

 

Proved reserves in Africa

Statoil recognises proved reserves of 287 million boe related to 28 fields and field developments in several West and North African countries, including Algeria, Angola, Libya and Nigeria. Africa represents 6% of Statoil's total proved reserves. Angola is the primary contributor to the proved reserves in this area, with 24 of the 28 fields.

 

In Angola, Statoil has proved reserves in Block 15, Block 17 and Block 31, with production from all three blocks.

 

In Algeria and Nigeria, all fields are in production. Murzuq and Mabruk did not have any production in 2016 due to the political unrest in Libya.

 

The disputed equity determination at Agbami will potentially alter Statoil's equity share in this field. The effect on the proved reserves will be included once the redetermination is finalised and the effect is known.

Statoil, Annual Report on Form 20-F 2016      47  


 

 

Of the total proved reserves in Africa, 240 million boe, or 84%, are proved developed reserves. Of the total proved reserves in this area, 83% are liquid reserves and 17% are gas reserves.

Proved reserves in the Americas

In North and South America, Statoil has proved reserves equal to 812 million boe in a total of 18 fields and field development projects. This represents 16% of Statoil's total proved reserves. Eleven of these fields are located in the US, eight of which are offshore field developments in the Gulf of Mexico and three are onshore tight reservoir assets. Five are located in Canada and two in South America.

In the US, six of the eight fields in the Gulf of Mexico are producing. Field development is ongoing on Big Foot and Stampede. The onshore tight reservoir assets Marcellus, Eagle Ford and Bakken are all in production. In Canada, proved reserves are related both to offshore field developments, and to the Leismer field in the Kai Kos Dehseh oil sands project in Alberta. The effect of the divestment of the oil sands projects will be included in 2017.

Of the total proved reserves in the Americas, 552 million boe, or 68%, are proved developed reserves. Of the total proved reserves in this area, 71% are liquid reserves and 29% gas reserves.

 

  

48     Statoil, Annual Report on Form 20-F 2016       


 

Reserves replacement

The reserves replacement ratio is defined as the sum of additions and revisions of proved reserves divided by produced volumes in any given period. The following table presents the changes in reserves in each category relating to the reserve replacement ratio for the years 2016, 2015 and 2014. For additional information regarding changes in proved reserves, see note 27 Supplemental oil and gas information (unaudited) to the Consolidated financial statements. 

The usefulness of the reserves replacement ratio is limited by the volatility of oil prices, the influence of oil and gas prices on PSA reserve booking, sensitivity related to the timing of project sanctions and the time lag between exploration expenditure and the booking of reserves.

 

 

For the year ended 31 December

Change in proved reseres (million boe)

2016

2015

2014

 

 

 

 

Revisions and improved recovery

409

(42)

356

Extensions and discoveries

179

627

253

Purchase of petroleum-in-place

65

13

20

Sales of petroleum-in-place

(27)

(235)

(233)

 

 

 

 

Total reserve additions

626

363

395

Production

(673)

(662)

(635)

 

 

 

 

Net change in proved reserves

(47)

(299)

(240)

 

 

 

 

 

 

For the year ended 31 December

Reserves replacement ratio (including purchases and sales)

2016

2015

2014

 

 

 

 

Annual

0.93

0.55

0.62

Three-year-average

0.70

0.81

0.97

 

 

 

 

Development of reserves

In 2016, approximately 299 million boe were converted from undeveloped to developed proved reserves. The start-up of production from Ivar Aasen, Goliat, Gullfaks Rimfaksdalen and Svale Nord in Norway, together with Julia and Heidelberg in the US increased the proved developed reserves by 127 million boe during 2016. The remaining 172 million boe of the converted volume is related to development activities on producing fields. Over the last five years Statoil has converted 1,962 million boe of proved undeveloped reserves to proved developed reserves.

Statoil, Annual Report on Form 20-F 2016      49  


 

Net proved reserves in million barrels oil equivalent

Total

Developed

Undeveloped

 

 

 

 

At 31 December 2015

5,060

3,515

1,546

Revisions and improved recovery

409

138

271

Extensions and discoveries

179

-

179

Purchase of reserves-in-place

65

2

63

Sales of reserves-in-place

(27)

(13)

(14)

Production

(673)

(673)

-

Moved from undeveloped to developed

-

299

(299)

 

 

 

 

At 31 December 2016

5,013

3,268

1,746

 

 

 

 

The new development projects added a total of 66 million boe of proved undeveloped reserves in 2016. Further drilling in the Bakken, Marcellus and Eagle Ford onshore plays in the US increased the proved area and added proved undeveloped reserves. These additions are categorized as extensions and together with extensions on other existing fields, this added a total of 112 million boe of proved undeveloped reserves. In total this adds up to an increase of 179 million boe from Extensions and discoveries.

 

Lower commodity prices had an effect on both undeveloped and developed reserves resulting in earlier economic cut-off. The negative revisions are more than offset by positive revisions based on new information available either from drilling of new wells or from production experience, resulting in an improved understanding of the fields. The net effect of revision of estimate on existing fields added 138 million boe proved developed reserves and 271 million boe proved undeveloped reserves.

 

The net effect of the purchase and sale transactions done in 2016, increased the proved undeveloped reserves by 49 million boe.

 

 

 

Oil and Condensate

NGL

Natural gas

Total

 

 

(mmboe)

(mmboe)

(bcf)

(mmboe)

 

 

 

 

 

 

2016

Proved reserves end of year

2,033

372

14,637

5,013

 

Developed

1,105

277

10,584

3,268

 

Undeveloped

928

95

4,054

1,746

2015

Proved reserves end of year

2,091

364

14,624

5,060

 

Developed

1,104

290

11,901

3,515

 

Undeveloped

987

74

2,723

1,546

2014

Proved reserves end of year

1,942

403

16,919

5,359

 

Developed

1,156

310

12,677

3,725

 

Undeveloped

786

93

4,242

1,635

 

 

 

 

 

 

As of 31 December 2016, the total proved undeveloped reserves amounted to 1,746 million boe, 81% of which are related to fields in Norway. The Troll and Snøhvit fields, which have continuous development activities, represent the largest undeveloped assets in Norway together with fields not yet in production, such as Johan Sverdrup, Aasta Hansteen and Gina Krogh. The largest assets with respect to proved undeveloped reserves outside Norway are Stampede, Marcellus and Bakken in the US.

 

All these fields are either producing, or will start production within the next five years. For fields with proved reserves where production has not yet started, investment decisions have already been sanctioned and investments in infrastructure and facilities have commenced. Some development activities will take place more than five years from the disclosure date, but these are mainly related to incremental type of spending, such as drilling of additional wells from existing facilities, in order to secure continued production. There are no material development projects, which would require a separate future investment decision by management, included in our proved reserves. For our onshore plays in the USA, Marcellus, Eagle Ford and Bakken, all proved undeveloped reserves are limited to wells that are scheduled to be drilled within five years.

In 2016, Statoil incurred USD 8,115 million in development costs relating to assets carrying proved reserves, USD 6,188 million of which was related to proved undeveloped reserves.

 

Additional information about proved oil and gas reserves is provided in note 27 Supplementary oil and gas information (unaudited)   to the Consolidated financial statements .

 

Preparations of reserves estimates

Statoil's annual reporting process for proved reserves is coordinated by a central corporate reserves management (CRM) team consisting of qualified professionals in geosciences, reservoir and production technology and financial evaluation. The team has an

50     Statoil, Annual Report on Form 20-F 2016       


 

average of more than 21 years' experience in the oil and gas industry. CRM reports to the senior vice president of finance and control in the Technology, Drilling and Projects business area and is thus independent of the Development & Production business areas in Norway, North America and International. All the reserves estimates have been prepared by Statoil's technical staff.

 

Although the CRM team reviews the information centrally, each asset team is responsible for ensuring that it is in compliance with the requirements of the SEC and Statoil's corporate standards. Information about proved oil and gas reserves, standardised measures of discounted net cash flows related to proved oil and gas reserves and other information related to proved oil and gas reserves, is collected from the local asset teams and checked by CRM for consistency and conformity with applicable standards. The final numbers for each asset are quality-controlled and approved by the responsible asset manager, before aggregation to the required reporting level by CRM.

 

The aggregated results are submitted for approval to the relevant business area management teams and the corporate executive committee.

 

The person with primary responsibility for overseeing the preparation of the reserves estimates is the manager of the CRM team. The person who presently holds this position has a bachelor's degree in earth sciences from the University of Gothenburg, and a master's degree in petroleum exploration and exploitation from Chalmers University of Technology in Gothenburg, Sweden. She has 31 years' experience in the oil and gas industry, 30 of them with Statoil. She is a member of the Society of Petroleum Engineering (SPE) and vice-chair of the UNECE Expert Group on Resource Classification (EGRC).

 

DeGolyer and MacNaughton report

Petroleum engineering consultants DeGolyer and MacNaughton have carried out an independent evaluation of Statoil's proved reserves as of 31 December 2016 using Statoil provided data. The evaluation accounts for 100% of Statoil's proved reserves. The aggregated net proved reserves estimates prepared by DeGolyer and MacNaughton do not differ materially from those prepared by Statoil when compared on the basis of net equivalent barrels.

 

 

Oil and Condensate

NGL/LPG

Sales Gas

 

Oil Equivalent

Net proved reserves at 31 December 2016

(mmbbls)

(mmbbl)

(bcf)

(mmboe)

 

 

 

 

 

Estimated by Statoil

2,033

372

14,637

5,013

Estimated by DeGolyer and MacNaughton

2,244

324

13,685

5,007

 

 

 

 

 

A reserves audit report summarising this evaluation is included as Exhibit 15 (a)( iii).

 

Operational statistics

Developed and undeveloped acreage

The table below shows the total gross and net developed and undeveloped oil and gas acreage, in which Statoil had interests at 31 December 2016.

 

A gross value reflects wells or acreage in which Statoil has interests (presented as 100%). The net value corresponds to the sum of the fractional working interests owned in gross wells or acreages.

 

 

 

Norway

Eurasia excluding Norway

Africa

Americas

Oceania 1)

Total

At 31 December 2016 (in thousands of acres)

 

 

 

 

 

 

 

 

 

Developed and undeveloped oil and gas acreage

 

 

 

 

 

 

 

Acreage developed

- gross

915

90

823

845

-

2,673

 

- net

339

21

267

240

-

868

Acreage undeveloped

- gross

12,485

40,593

17,922

32,665

18,125

121,789

 

- net

5,127

18,275

7,420

13,425

9,052

53,299

 

 

 

 

 

 

 

 

1) Acreage in Australia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The largest concentrations of developed acreage in Norway are in the Troll, Skarv, Snøhvit, Oseberg area and Ormen Lange. In Africa, the Algerian gas development projects In Amenas and In Salah represent the largest concentrations of developed acreage (gross and net).

 

Statoil's largest undeveloped acreage concentration is in Russia with 16% of the total acreage and 48% of the total acreage in Eurasia excluding Norway. A large part of the net acreage in Russia represents Statoil’s share of a joint venture with Rosneft. The largest

Statoil, Annual Report on Form 20-F 2016      51  


 

concentration of undeveloped acreage in the Americas is Canada, with 33% of the total for this geographic area. In Africa, the largest acreage concentration is in South Africa, representing 38% of the total for this geographic area. In Oceania Statoil holds undeveloped acreage in Australia and New Zealand.

  

Statoil holds acreage in numerous concessions, blocks and leases. The terms and conditions regarding expiration dates vary significantly from property to property. Work programs are designed to ensure that the exploration potential of any property is fully evaluated before expiration.

 

Acreage related to several of these concessions, blocks and leases are scheduled to expire within the next three years. Any acreage which has already been evaluated to be non-profitable may be relinquished prior to the current expiration date. In other cases, Statoil may decide to apply for an extension if more time is needed in order to fully evaluate the potential of the properties. Historically, Statoil has generally been successful in obtaining such extensions.

 

Most of the undeveloped acreage that will expire within the next three years is related to early exploration activities where no production is expected in the foreseeable future. The expiration of these leases, blocks and concessions will therefore not have any material impact on our reserves.


Productive oil and gas wells

The number of gross and net productive oil and gas wells, in which Statoil had interests at 31 December 2016, are shown in the table below.

 

 

 

Norway

Eurasia excluding Norway

Africa

Americas

Total

At 31 December 2016

 

 

 

 

 

 

 

 

Number of productive oil and gas wells

 

 

 

 

 

 

Oil wells

- gross

865

175

480

3,337

4,857

 

- net

293.5

25.4

72.4

817.2

1,208.4

Gas wells

- gross

202

6

97

2,049

2,354

 

- net

88.6

2.2

37.5

509.8

638.1

 

 

 

 

 

 

 

The total gross number of productive wells as of end 2016 includes 404 oil wells and 15 gas wells with multiple completions or wells with more than one branch.


Net productive and dry oil and gas wells drilled

The following tables show the net productive and dry exploratory and development oil and gas wells completed or abandoned by Statoil in the past three years. Productive wells include exploratory wells in which hydrocarbons were discovered, and where drilling or completion has been suspended pending further evaluation. A dry well is one found to be incapable of producing sufficient quantities to justify completion as an oil or gas well.

 

 

Norway

Eurasia excluding Norway

Africa

Americas

Oceania

Total

 

 

 

 

 

 

 

Year 2016

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

5.5

0.7

-

6.4

-

12.6

- Net dry exploratory wells drilled

1.4

0.7

-

1.9

-

3.9

- Net productive exploratory wells drilled

4.1

-

-

4.6

-

8.7

 

 

 

 

 

 

 

Net productive and dry development wells drilled

47.4

1.6

5.2

133.5

-

187.8

- Net dry development wells drilled

4.2

0.2

0.2

-

-

4.6

- Net productive development wells drilled

43.3

1.5

4.9

133.5

-

183.2

 

 

 

 

 

 

 

Year 2015

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

10.2

1.0

2.5

2.6

-

16.3

- Net dry exploratory wells drilled

4.6

0.4

0.5

0.9

-

6.4

- Net productive exploratory wells drilled

5.6

0.7

2.0

1.7

-

9.9

 

 

 

 

 

 

 

Net productive and dry development wells drilled

32.1

4.1

10.6

228.8

-

275.6

- Net dry development wells drilled

3.6

-

4.3

0.3

-

8.2

- Net productive development wells drilled

28.6

4.1

6.3

228.5

-

267.4

 

 

 

 

 

 

 

Year 2014

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

12.0

1.0

4.7

3.4

3.6

24.7

- Net dry exploratory wells drilled

3.4

1.0

2.7

1.6

3.6

12.2

- Net productive exploratory wells drilled

8.6

-

2.0

1.9

-

12.5

 

 

 

 

 

 

 

Net productive and dry development wells drilled

26.9

2.7

8.5

386.1

-

424.2

- Net dry development wells drilled

3.5

-

1.1

1.2

-

5.8

- Net productive development wells drilled

23.4

2.7

7.4

384.9

-

418.4

52     Statoil, Annual Report on Form 20-F 2016       


 

Statoil, Annual Report on Form 20-F 2016      53  


 

Exploratory and development drilling in process

The following table shows the number of exploratory and development oil and gas wells in the process of being drilled by Statoil at 31 December 2016.

 

 

 

Norway

Eurasia excluding Norway

Africa

Americas

Total

At 31 December 2016

 

 

 

 

 

 

 

 

Number of wells in progress

 

 

 

 

 

 

Development wells

- gross

52

8

16

355

431

 

- net

18.6

0.9

3.6

113.7

136.8

Exploratory wells

- gross

3

-

-

1

4

 

- net

1.6

-

-

0.2

1.8

 

 

 

 

 

 

 

Delivery commitments

On behalf of the Norwegian State's direct financial interest (SDFI), Statoil is responsible for managing, transporting and selling the Norwegian state's oil and gas from the Norwegian continental shelf (NCS). These reserves are sold in conjunction with Statoil's own reserves. As part of this arrangement, Statoil delivers gas to customers under various types of sales contracts. In order to meet the commitments, we utilize a field supply schedule that ensures the highest possible total value for Statoil and SDFI's joint portfolio of oil and gas.

 

The majority of our gas volumes in Norway are sold under long-term contracts with take-or-pay clauses. Statoil's and SDFI's annual delivery commitments under these agreements are expressed as the sum of the expected off-take under these contracts. As of 31 December 2016, the long-term commitments from NCS for the Statoil/SDFI arrangement totaled approximately 329 bcm.

 

Statoil and SDFI's delivery commitments, expressed as the sum of expected off-take for the calendar years 2017, 2018, 2019 and 2020, are 57.2, 44.6, 39.3 and 37.3 bcm, respectively. Any remaining volumes after covering our bilateral agreements, will be sold by trading activities at the hubs.

 

Statoil's currently developed gas reserves in Norway are more than sufficient to meet our share of these commitments for the next four years.

 

PRODUCTION VOLUMES AND PRICES

The business overview is in accordance with our segment's operations as of 31 December 2016, whereas certain disclosures on oil and gas reserves are based on geographical areas as required by the Securities and Exchange Commission (SEC). For further information about extractive activities, see sections 2.3 DPN - Development and Production Norway   and 2.4 DPI - Development and Production International .

 

Statoil prepares its disclosures for oil and gas reserves and certain other supplemental oil and gas disclosures by geographical area, as required by the SEC. The geographical areas are defined by country and continent. They are Norway, Eurasia excluding Norway, Africa and the Americas.

 

For further information about disclosures concerning oil and gas reserves and certain other supplemental disclosures based on geographical areas as required by the SEC, see note 27 Supplementary Oil and Gas Information (unaudited) to the Consolidated financial statements.

 

Entitlement production

The following table shows Statoil's Norwegian and international entitlement production of oil and natural gas for the periods indicated. The stated production volumes are the volumes to which Statoil is entitled, pursuant to conditions laid down in licence agreements and production-sharing agreements. The production volumes are net of royalty oil paid in kind, and of gas used for fuel and flaring. Our production is based on our proportionate participation in fields with multiple owners and does not include production of the Norwegian State's oil and natural gas. Production of an immaterial quantity of bitumen is included as oil production. NGL includes both LPG and naphtha. For further information on production volumes see section 5.6 Terms and abbreviations.

54     Statoil, Annual Report on Form 20-F 2016       


 

 

Consolidated companies

Equity accounted

 

 

Norway

Eurasia excluding Norway

Africa

Americas

Subtotal

Norway

Eurasia excluding Norway

Americas

Subtotal

Total

 

 

 

 

 

 

 

 

 

 

 

Oil and Condensate (mmbbls)

 

 

 

 

 

 

 

 

 

2014

173

14

64

51

301

-

-

4

4

306

2015

174

13

75

57

319

-

-

4

4

324

2016

169

12

72

60

313

2

0

4

6

320

 

 

 

 

 

 

 

 

 

 

 

NGL (mmbbls)

 

 

 

 

 

 

 

 

 

2014

42

-

2

7

51

-

-

-

-

51

2015

44

-

3

7

54

-

-

-

-

54

2016

46

-

2

9

58

0

-

-

0

58

 

 

 

 

 

 

 

 

 

 

 

Natural gas (bcf)

 

 

 

 

 

 

 

 

 

 

2014

1,229

56

38

242

1,565

-

-

-

-

1,565

2015

1,306

16

63

215

1,600

-

-

-

-

1,600

2016

1,338

34

60

227

1,659

1

0

-

2

1,661

 

 

 

 

 

 

 

 

 

 

 

Combined oil, condensate, NGL and gas (mmboe)

 

 

 

 

 

 

 

2014

434

24

72

102

631

-

-

4

4

635

2015

450

16

88

103

658

-

-

4

4

662

2016

454

18

85

110

666

3

0

4

7

673

 

 

 

 

 

 

 

 

 

 

 

The only field containing more than 15% of total proved reserves based on oil equivalent barrels is the Troll field.

 

 

 

 

 

 

 

 

 

 

 

Entitlement production

 

 

 

 

 

 

 

2016

2015

2014

 

 

 

 

 

 

 

 

 

 

 

Troll field 1)

 

 

 

 

 

 

 

Oil and Condensate (mmbbls)

 

 

 

 

15

14

14

NGL (mmbbls)

 

 

 

 

2

2

2

Natural gas (bcf)

 

 

 

 

321

386

317

Combined oil, condensate, NGL and gas (mmboe)

 

 

 

 

74

85

73

 

 

 

 

 

 

 

 

 

 

 

1)  Note that Troll is also included in Norway stated above.

 

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2016      55  


 

 

For the year ended 31 December

 

 

Operational data

2016

2015

2014

16-15 change

15-14 change

 

 

 

 

 

 

Prices

 

 

 

 

 

Average Brent oil price (USD/bbl)

43.7

52.4

98.9

(17%)

(47%)

Development and Production Norway average liquids price (USD/bbl)

39.4

48.2

90.6

(18%)

(47%)

Development and Production International average liquids price (USD/bbl)

35.8

42.9

85.6

(17%)

(50%)

Group average liquids price (USD/bbl)

37.8

45.9

88.6

(18%)

(48%)

Group average liquids price (NOK/bbl)

317

371

559

(14%)

(34%)

Transfer price natural gas (USD/mmbtu)

3.42

5.17

6.55

(34%)

(21%)

Average invoiced gas prices - Europe (USD/mmbtu)

5.17

7.08

9.54

(27%)

(26%)

Average invoiced gas prices - North America (USD/mmbtu)

2.13

2.62

4.39

(19%)

(40%)

Refining reference margin (USD/bbl)

4.8

8.0

4.7

(40%)

70%

 

 

 

 

 

 

Entitlement production (mboe per day)

 

 

 

 

 

Development and Production Norway entitlement liquids production

589

595

588

(1%)

1%

Development and Production International entitlement liquids production

435

436

383

(0%)

14%

Group entitlement liquids production

1,024

1,032

971

(1%)

6%

Development and Production Norway entitlement gas production

646

637

595

1%

7%

Development and Production International entitlement gas production

157

144

163

9%

(12%)

Group entitlement gas production

803

781

758

3%

3%

Total entitlement liquids and gas production

1,827

1,812

1,729

1%

5%

 

 

 

 

 

 

Equity production (mboe per day)

 

 

 

 

 

Development and Production Norway equity liquids production

589

595

588

(1%)

1%

Development and Production International equity liquids production

555

569

538

(2%)

6%

Group equity liquids production

1,144

1,165

1,127

(2%)

3%

Development and Production Norway equity gas production

646

637

595

1%

7%

Development and Production International equity gas production

188

170

205

11%

(17%)

Group equity gas production

834

806

801

3%

1%

Total equity liquids and gas production

1,978

1,971

1,927

0%

2%

 

 

 

 

 

 

Liftings (mboe per day)

 

 

 

 

 

Liquids liftings

1017

1,035

967

(2%)

7%

Gas liftings

824

802

779

3%

3%

Total liquids and gas liftings

1842

1,837

1,746

0%

5%

 

 

 

 

 

 

Marketing, Midstream and Processing sales volumes

 

 

 

 

 

Crude oil sales volumes (mmbl)

811

829

811

(2%)

2%

Natural gas sales Statoil entitlement (bcm)

44.3

44.0

43.1

1%

2%

Natural gas sales third-party volumes (bcm)

8.6

8.6

8.1

0%

6%

 

 

 

 

 

 

Production cost (USD/boe)

 

 

 

 

 

Production cost entitlement volumes

5.4

6.5

8.5

(17%)

(24%)

Production cost equity volumes 

5.0

5.9

7.6

(17%)

(22%)

 

56     Statoil, Annual Report on Form 20-F 2016       


 

Sales prices

The following tables present realised sales prices.

 

 

Norway

Eurasia

excluding

Norway

Africa

Americas

 

 

 

 

 

Year ended 31 December 2016

 

 

 

 

Average sales price oil and condensate in USD per bbl

43.1

42.0

41.4

32.9

Average sales price NGL in USD per bbl

24.4

-

21.9

13.1

Average sales price natural gas in USD per mmbtu

5.2

4.8

4.0

2.1

 

 

 

 

 

Year ended 31 December 2015

 

 

 

 

Average sales price oil and condensate in USD per bbl

52.2

50.7

49.4

39.4

Average sales price NGL in USD per bbl

30.1

-

26.2

12.5

Average sales price natural gas in USD per mmbtu

7.1

4.6

5.6

2.6

 

 

 

 

 

Year ended 31 December 2014

 

 

 

 

Average sales price oil and condensate in USD per bbl

98.3

101.3

95.6

78.3

Average sales price NGL in USD per bbl

59.3

-

59.7

37.3

Average sales price natural gas in USD per mmbtu

9.5

5.4

9.2

4.4

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2016      57  


 

Sales volumes

Sales volumes include lifted entitlement volumes, the sale of SDFI volumes and marketing of third-party volumes. In addition to Statoil’s own volumes, we market and sell oil and gas owned by the Norwegian State through the Norwegian State's share in production licences. This is known as the State's Direct Financial Interest or SDFI. For additional information, see section SDFI oil and gas marketing and sale in Applicable laws and regulations in section 2.7 Corporate. The following table shows the SDFI and Statoil sales volume information on crude oil and natural gas for the periods indicated. The Statoil natural gas sales volumes include equity volumes sold by the MMP segment, natural gas volumes sold by the DPI segment and ethane volumes.

 

 

  For the year ended 31 December

Sales Volumes

2016

2015

2014

 

 

 

 

 

Statoil: 1)

 

 

 

Crude oil (mmbbls) 2)

372

378

353

Natural gas (bcm)

48

47

45

 

 

 

 

 

Combined oil and gas (mmboe)

674

671

637

 

 

 

 

 

Third party volumes: 3)

 

 

 

Crude oil (mmbbls) 2)

294

290

304

Natural gas (bcm)

9

9

8

 

 

 

 

 

Combined oil and gas (mmboe)

348

344

355

 

 

 

 

 

SDFI assets owned by the Norwegian State: 4)

 

 

 

Crude oil (mmbbls) 2)

148

149

148

Natural gas (bcm)

40

42

37

 

 

 

 

 

Combined oil and gas (mmboe)

398

412

379

 

 

 

 

 

Total:

 

 

 

Crude oil (mmbbls) 2)

814

816

805

Natural gas (bcm)

96

97

90

 

 

 

 

 

Combined oil and gas (mmboe)

1,420

1,427

1,371

 

 

 

 

 

1)

The Statoil volumes included in the table above are based on the assumption that volumes sold were equal to lifted volumes in the relevant year. Volumes lifted by DPI but not sold by MMP, and volumes lifted by DPN or DPI and still in inventory or in transit may cause these volumes to differ from the sales volumes reported elsewhere in this report by MMP.

2)

Sales volumes of crude oil include NGL and condensate. All sales volumes reported in the table above include internal deliveries to our manufacturing facilities.

3)

Third party volumes of crude oil include both volumes purchased from partners in our upstream operations and other cargos purchased in the market. The third party volumes are purchased either for sale to third parties or for our own use. Third party volumes of natural gas include third party LNG volumes related to our activities at the Cove Point regasification terminal in the US.

 

4)

SDFI volumes in columns 2015 and 2014 are updated to reflect total sales volumes natural gas (bcm). Previously third party volumes sold from storage were excluded.

 

58     Statoil, Annual Report on Form 20-F 2016       


 

FINANCIAL REVIEW – GROUP PROFIT AND LOSS ANALYSIS

 

Our results over the last years have been heavily influenced by the drop in prices, leading to lower earnings and impairment losses, while at the same time achievements from our improvement programme affected earnings positively.

Total eq uity liquids and gas production was 1,978 mboe, 1,971 mboe, 1,927 mboe per day in 2016, 2015 and 2014, respectively.

 

From 2015 to 2016, the average daily total equity production level was maintained. Increased production from new fields coming on stream, ramp-up on various existing fields and high operational performance, was offset by reduced ownership shares as a result of divestments , expected natural decline at mature fields and operational challenges. The 2% increase in total equity production from 2014 to 2015 was primarily due to start-up and ramp-up on various fields and higher gas sales from the NCS, partially offset by expected natural decline and divestments and redeterminations.

 

Total entitlement liquids and gas production was 1,827 mboe per day in 2016 compared to 1,812 mboe in 2015 and 1,729 mboe per day in 2014. The total entitlement production in 2016 was up 1% and the development was almost flat for the same reasons as described above. The benefit of a lower effect from production sharing agreements (PSA effect) mainly driven by the reduction in prices, added to the slight increase in entitlement production . From 2014 to 2015, entitlement production was up 5% for the same reasons as described above and the benefit from lower PSA effects.

 

The PSA effect was 109 mboe, 116 mboe and 157 mboe per day in 2016, 2015 and 2014, respectively. Over time, the volumes lifted and sold will equal the entitlement production, but they may be higher or lower in any period due to differences between the capacity and timing of the vessels lifting our volumes and the actual entitlement production during the period.

 

Income statement under IFRS

For the year ended 31 December

 

 

(in USD million)

2016

2015

2014

16-15 change

15-14 change

 

 

 

 

 

 

Revenues

45,688

57,900

96,708

(21%)

(40%)

Net income from equity accounted investments

(119)

(29)

(34)

>(100%)

17%

Other income

304

1,770

2,590

(83%)

(32%)

 

 

 

 

 

 

Total revenues and other income

45,873

59,642

99,264

(23%)

(40%)

 

 

 

 

 

 

Purchases [net of inventory variation]

(21,505)

(26,254)

(47,980)

(18%)

(45%)

Operating expenses and selling, general and administrative expenses

(9,787)

(11,433)

(12,815)

(14%)

(11%)

Depreciation, amortisation and net impairment losses

(11,550)

(16,715)

(15,925)

(31%)

5%

Exploration expenses

(2,952)

(3,872)

(4,666)

(24%)

(17%)

 

 

 

 

 

 

Net operating income

80

1,366

17,878

(94%)

(92%)

 

 

 

 

 

 

Net financial items

(258)

(1,311)

20

80%

N/A

 

 

 

 

 

 

Income before tax

(178)

55

17,898

N/A

(100%)

 

 

 

 

 

 

Income tax

(2,724)

(5,225)

(14,011)

(48%)

(63%)

 

 

 

 

 

 

Net income

(2,902)

(5,169)

3,887

44%

N/A

 

 

 

 

 

 

 

 

 

 

 

 

On 1 January 2016 Statoil changed its presentation currency from Norwegian kroner (NOK) to US dollar (USD), mainly in order to better reflect the underlying USD exposure of Statoil’s business activities and to align with industry practice.

 

Total revenues and other income amounted to USD 45,873 million in 2016 compared to USD 59,642 million in 2015 and USD 99,264 million in 2014.

 

Revenues are generated from both the sale of lifted crude oil, natural gas and refined products produced and marketed by Statoil, and from the sale of liquids and gas purchased from third parties. In addition, we market and sell the Norwegian State's share of liquids from the NCS. All purchases and sales of the Norwegian State's production of liquids are recorded as purchases [net of inventory variations] and revenues, respectively, while sales of the Norwegian State's share of gas from the NCS are recorded net.

 For additional information regarding sales, see the Sales volume table in section 2.8 above.

Statoil, Annual Report on Form 20-F 2016      59  


 

 

The 21% decrease in revenues from 2015 to 2016 was mainly due to the drop in liquids and gas prices, lower refinery margins and increased losses from reflecting the changes in fair value of derivatives and market value of storage and physical contracts. The 40% decrease in revenues from 2014 to 2015 was mainly due to the significant reduction in both liquids and gas prices. Stronger refinery margins in 2015 and higher volumes of both liquids and gas sold partially offset the decrease.

 

Other income was USD 304 million in 2016 compared to USD 1,770 million in 2015 and USD 2,590 million in 2014. Other income in 2016 was mainly related to gain from sale of the Edvard Grieg field on the NCS and proceeds from an insurance settlement. In both 2015 and 2014, other income mainly consisted of gain from the two step divestments of the ownership interest in the Shah Deniz project in Azerbaijan. In addition, a settlement following an arbitration ruling in Statoil’s favour, impacted other income in 2014.

 

As a result of the factors explained above, total revenue and other income decreased by 23% in 2016. In 2015, the decrease was 40%.

 

Purchases [net of inventory variation] include the cost of liquids purchased from the Norwegian State, which is pursuant to the Owner's instruction, and the cost of liquids and gas purchased from third parties. See SDFI oil and gas marketing and sale   in section 2.7 Corporate for more details.

 

Purchases [net of inventory variation] amounted to USD 21,505 million in 2016 compared to USD 26,254 million in 2015 and USD 47,980 million in 2014. The 18% decrease from 2015 to 2016 was mainly related to the decrease in liquids and gas prices. The 45% decrease from 2014 to 2015 was mainly related to the decrease in p rices for liquids and gas and other oil products and lower volumes of crude, other oil products and gas sold.

 

Operating expenses and selling, general and administrative expenses amounted to USD 9,787 million in 2016 compared to USD 11,433 million in 2015, and USD 12,815 million in 2014.

 

The 14% decrease from 2015 to 2016 was mainly as a result of the on-going cost improvement initiatives and the NOK/USD exchange rate development. Lower operation and maintenance costs, decreased diluent cost and reduced transportation costs added to the decrease. Higher provisions, ramp-up and start-up of production on new fields partially offset the decrease in operating costs.

The 11% decrease from 2014 to 2015 was mainly due to lower operation and maintenance costs, reduced royalties due to lower liquids prices, decreased transportation costs in addition to positive effects from on-going cost initiatives. A curtailment gain related to the change of pension plan included in 2014, partially offset the decrease.

 

Depreciation, amortisation and net impairment losses   amounted to USD 11,550 million in 2016 compared to USD 16,715 million in 2015 and USD 15,925 million in 2014. Included in these totals were net impairment losses of USD 1,301 million, USD 5,526 million and USD 4,134 million for 2016, 2015 and 2014 respectively, primarily triggered by the reduced commodity price assumption and commodity forward prices.

 

The net impairment losses of USD 1,301 million in 2016 were mainly related to impairment of unconventional onshore assets in the USA, including an impairment of the held for sale Kai Kos Dehseh oil sands project in Canada, and conventional offshore assets in the development phase in the DPN segment. Net reversals related to other conventional assets in the DPI segment ( USD 19 million ) and a refinery in the MMP segment (USD 74 million) had an offsetting effect. See note 10 Property, plant and equipment to the Consolidated financial statements.

  

Compared to 2015, the 31% decrease was mainly due to lower impairment of assets in 2016 and reduced depreciation on mature fields. Higher proved reserves estimate and the NOK/USD exchange rate development in 2016 added to the decrease, partially offset by start-up and ramp-up of production on several fields.

 

Compared to 2014, the 5% increase in 2015 was mainly due to increased impairment charges and start-up and ramp-up of production of several fields. Reduced overall depreciation because of net impairments of assets in both 2014 and 2015 with a corresponding lower basis for depreciation partially offset the increase.

 

Exploration expenses

For the year ended 31 December

 

 

(in USD million)

2016

2015

2014

16-15 change

15-14 change

 

 

 

 

 

 

Exploration expenditures (activity)

1,437

2,860

3,730

(50%)

(23%)

Expensed, previously capitalised exploration expenditures

808

213

369

>100%

(42%)

Capitalised share of current period's exploration activity

(285)

(1,151)

(1,161)

(75%)

(1%)

Impairments, net of reversals

992

1,951

1,728

(49%)

13%

 

 

 

 

 

 

Exploration expenses

2,952

3,872

4,666

(24%)

(17%)

 

 

 

 

 

 

60     Statoil, Annual Report on Form 20-F 2016       


 

In 2016, exploration expenses were USD 2,952 million, a 24% decrease compared with 2015 when exploration expenses were USD 3,872 million. Exploration expenses were USD 4,666 million in 2014.

 

The 24% decrease in exploration expenses in 2016 was mainly due to lower net impairment of exploration prospects and signature bonuses, lower drilling activity and less expensive wells being drilled. The decrease was partially offset by a higher portion of expenditures capitalised in previous years being expensed in 2016 and a lower capitalisation rate on exploration expenditures incurred in 2016 compared to 2015.

 

In 2015, exploration expenses were down 17% compared to 2014 mainly due to a lower level of drilling activity and a lower portion of previously capitalised expenditures being expensed in 2015. Increased impairment of exploration prospects and signature bonuses in 2015 compared to 2014 partially offset the increase.

 

As a result of the factors explained above, net operating income was USD 80 million in 2016, compared to USD 1,366 million in 2015. In 2014, net operating income was USD 17,878 million. The significant decrease in 2016 was primarily driven by the drop in liquids and gas prices, lower refinery margins and lower gains on sale of assets. The decrease was partially offset by lower net impairment charges in 2016 compared to 2015 and a reduction in operating, depreciation and exploration costs. The decrease in net operating income from 2014 to 2015 was mainly due to the drop in prices in 2015 leading to lower earnings and increased impairment charges.

 

Net financial items amounted to a loss of USD 258 million in 2016, compared to a loss of USD 1,311 million in 2015 and a gain of USD 20 million in 2014. The reduced loss of USD 1,053 million in 2016 is mainly due to gain on derivatives due to decrease in EUR and GBP interest rates related to our long term debt portfolio of USD 470 million for 2016, compared to a loss of USD 491 million for 2015. The decrease in 2015 was mainly related to loss of USD 491 million on derivatives related to the long term debt portfolio in 2015, compared to a gain of USD 904 million in 2014, mainly due to changes in the interest yield curves.

 

Income taxes were USD 2,724 million in 2016, equivalent to an effective tax rate of more than 100%, compared to USD 5,225 million , equivalent to an effective tax rate of more than 100% in 2015. In 2014, income taxes were USD 14,011 million , equivalent to an effective tax rate of 78%.

 

In 2016 and 2015 our group income before tax (a loss of USD 178 million in 2016 and a profit of USD 55 million in 2015) is a combination of large profits in territories with higher statutory tax rates (taking account of Norwegian Petroleum Tax including uplift) and approximately the same amount of losses in territories with lower statutory tax rates and so our effective tax rate is distorted. In addition, the “weighted average statutory tax rate” (which we calculate before taking into account Norwegian Petroleum Tax including uplift for comparability) is also distorted.

 

In 2016, the effective rate of tax on the profit earned by our DPN business approximated the statutory tax rate (taking account of Norwegian Petroleum Tax including uplift) but the effective tax rate on DPI losses was negative due to the inability to currently recognise tax losses and other deferred tax assets arising from those losses, primarily in the USA. Overall this results in a significant income tax charge on a relatively small group loss before tax.

 

The effective tax rate in 2015 was primarily influenced by losses, mainly caused by impairments recognised in countries where deferred tax assets could not be recognised, partially offset by tax exempted gains on sale of assets including Statoil’s interest in the Shah Deniz project. The effective tax rate in 2015 was also influenced by the de-recognition of deferred tax assets within the DPI segment due to uncertainty related to future taxable income.

 

The decrease from 2014 to 2015 was mainly caused by losses, impairments and provisions in entities with higher than average statutory tax rates. Effective tax rate in 2014 was primarily influenced by losses, mainly caused by impairments, recognised in countries where deferred tax assets could not be recognised partially offset by tax exempted gains on sale of assets. The effective tax rate in 2014 was also influenced by the recognition of a non-cash tax income following a verdict in the Norwegian Supreme Court in February 2014.

 

The effective tax rate is calculated as income taxes divided by income before taxes. Fluctuations in the effective tax rates from year to year are principally the result of non-taxable items (permanent differences) and changes in the relative composition of income between Norwegian oil and gas production, taxed at a marginal rate of 78%, and income from other tax jurisdictions. Other Norwegian income, including the onshore portion of net financial items, is taxed at 25% (27% in 2014 and 2015), and income in other countries is taxed at the applicable income tax rates in the various countries.

 

In 2016, net income   was negative USD 2,902 million compared to negative USD 5,169 million in 2015 and positive USD 3,887 million in 2014. The increase was mainly due to lower income taxes and lower loss on net financial items, partially offset by the decrease in net operating income as explained above. The significant decrease from 2014 to 2015 was mainly due to the drop in prices, leading to lower earnings and impairment losses. Increased losses on net financial items related to derivatives added to the decrease, which was partially offset by the reduction in income taxes.

 

Statoil, Annual Report on Form 20-F 2016      61  


 

The board of directors proposes to the annual general meeting (AGM) to maintain a dividend of USD 0.2201 per ordinary share for the fourth quarter, and continue the scrip programme giving shareholders the option to receive the dividend for the fourth quarter in cash or newly issued shares in Statoil at a 5% discount. The Annual ordinary dividends for 2016 amounted to an aggregate total of USD 1,934 million. Considering the proposed dividend, USD 4,543 million will be transferred from retained earnings in the parent company. For 2015, annual ordinary dividends amounted to an aggregate total of USD 2,860 million and USD 3,628 million in 2014.

 

In 2014, following a regular review process of Statoil’s 2012 Consolidated financial statements, the Financial Supervisory Authority of Norway (the FSA), ordered Statoil to change the timing of a Cove Point related onerous contract provision to a financial period prior to the first quarter of 2013, in which Statoil originally reflected the provision. Statoil did not accept the FSA’s conclusion and appealed the order to the Norwegian Ministry of Finance in accordance with due process for such matters under Norwegian regulation. In 2016, the Norwegian Ministry of Finance denied Statoil’s appeal. Statoil has decided not to pursue the matter further, as it does not impact any comparative financial periods presented in the annual Consolidated financial statements of 2016. Further reference is made to Note 23 Other commitments, contingent liabilities and contingent assets of Statoil’s 2015 Financial Statements.

 

In accordance with §3-3 of the Norwegian Accounting Act, the board of directors confirms that the going concern assumption on which the financial statements have been prepared, is appropriate.

 

FINANCIAL REVIEW – SEGMENTS PERFORMANCE

 

DPN profit and loss analysis

Net operating income in 2016 was USD 4,451 million, compared to USD 7,161 million in 2015 and USD 17,753 million in 2014. The USD 2,710 million decrease from 2015 to 2016 was mainly due to lower prices on liquids and gas, partly offset by reduced operating expenses, decreased depreciation and net impairment losses. The USD 10,592 million decrease from 2014 to 2015 was mainly due to lower prices on liquids and increased depreciation and net impairment losses.

 

The average daily production of liquids and gas was 1,235 mboe, 1,232 mboe and 1,184 mboe per day in 2016, 2015 and 2014, respectively.

 

The average daily total production level was maintained from 2015 to 2016 by high operational performance, new fields on stream and new wells from existing fields.

 

The average daily total production of liquids and gas increased by 4% from 2014 to 2015, mainly due to ramp up of new fields, increased sales gas and good operational performance, partly offset by expected natural decline and divestments.

 

Over time, the volumes lifted and sold will equal entitlement production, but may be higher or lower in any period due to differences between the capacities and timing of the vessels lifting the volumes and the actual entitlement production during the period.

 

Income statement under IFRS

For the year ended 31 December

 

 

(in USD million)

2016

2015

2014

16-15 change

15-14 change

 

 

 

 

 

 

Revenues

13,036

17,170

27,914

(24%)

(38%)

Net income from equity accounted investments

(78)

3

11

N/A

(70%)

Other income

119

166

1,002

(28%)

(83%)

 

 

 

 

 

 

Total revenues and other income

13,077

17,339

28,926

(25%)

(40%)

 

 

 

 

 

 

Operating expenses and selling, general and administrative expenses

(2,547)

(3,223)

(4,034)

(21%)

(20%)

Depreciation, amortisation and net impairment losses

(5,698)

(6,379)

(6,301)

(11%)

1%

Exploration expenses

(383)

(576)

(838)

(34%)

(31%)

 

 

 

 

 

 

Net operating income

4,451

7,161

17,753

(38%)

(60%)

 

 

 

 

 

 

Total revenues and other income were USD 13,077 million in 2016, USD 17,339 million in 2015 and USD 28,926 million in 2014.

 

The 24% decrease in revenues from 2015 to 2016 was mainly due to reduced liquids and gas prices. The 38% decrease in revenues from 2014 to 2015 was mainly due to reduced liquids prices and exchange rate development (NOK/USD). In addition, in 2015 a re-assessed valuation estimate of earn-out derivatives resulted in an unrealised fair value loss on derivatives and impacted revenues negatively.

62     Statoil, Annual Report on Form 20-F 2016       


 

 

Other income in 2016 was impacted by gain from sale of Edvard Grieg of USD 114 million. Other income in 2015 was impacted by gain from the sale of certain ownership interests on the NCS to Repsol of USD 142  million. Other income in 2014 was impacted by gain from the sale of certain ownership interests on the NCS to Wintershall of USD 861  million. 

 

Operating expenses and selling, general and administrative expenses were USD 2,547 million in 2016, compared to USD 3,223 million in 2015 and USD 4,034 million in 2014. In 2016, expenses decreased compared to 2015 mainly due to cost improvements and exchange rate development (NOK/USD). In 2015, expenses decreased compared to 2014 mainly due to exchange rate development (NOK/USD), cost improvements and reduced turnaround activity. This was partly offset by gain related to changes in pension scheme in 2014 and ramp up of new fields during 2015.

 

Depreciation, amortisation and net impairment losses were USD 5,698 million in 2016, compared to USD 6,379 million in 2015 and USD 6,301 million in 2014. The decrease of 11% from 2015 to 2016 was mainly due to reduced net impairments, exchange rate development (NOK/USD) and increased reserves, partly offset by ramp up of new fields in 2016. The increase from 2014 to 2015 was mainly due to net impairments of USD 1,074 million in 2015 and ramp-up of new fields in 2015, offset by exchange rate development (NOK/USD).

 

Exploration expenses   were USD 383 million in 2016, compared to USD 576 million in 2015 and USD 838 million in 2014. The reduction from 2015 to 2016 was mainly due to lower drilling activity and more expensive wells being drilled in 2015, partially offset by a lower portion of current exploration expenditures being capitalised. The reduction in exploration expenses from 2014 to 2015 was mainly due to lower drilling activity, a lower portion of previously capitalised exploration expenditures being expensed in 2015 and idle rig costs in 2014.

 

DPI profit and loss analysis

Net operating income   in 2016 was negative USD 4,352 million, compared to negative USD 8,729 million in 2015 and negative USD 2,703 million in 2014. The positive development from 2015 to 2016 was caused primarily by less impairment losses, and also by lower operating expenses. The negative development from 2014 to 2015 was caused primarily by lower realised liquids and gas prices and more impairment losses.

 

The average daily equity liquids and gas production (see section 5.6   Terms and abbreviations )   was 743 mboe per day in 2016, compared to 739 mboe per day in 2015 and 744 mboe per day in 2014. The increase of 0.5% from 2015 to 2016 was driven primarily by the effect of the ramp-up of fields, mainly in Ireland, Algeria, and the US. The increase was partly offset by the divestment of Shah Deniz (Azerbaijan), natural decline primarily at mature fields in Angola as well as some operational challenges in 2016. The decrease of 0.7% from 2014 to 2015 was driven primarily by the effect of the divestment of Shah Deniz and a portion of Marcellus (US), and natural decline, primarily at mature fields in Angola. The decrease was partly offset by the ramp-up of fields in Angola and the US.  Divestment of Shah Deniz occurred in both 2014 and 2015.

 

The average daily entitlement liquids and gas production (see section 5.6   Terms and abbreviations )   was 592 mboe per day in 2016, compared to 580 mboe per day in 2015, and 546 mboe per day in 2014. Entitlement production in 2016 was up by 2% due to the increased equity production as described above and a relatively lower effect from production sharing agreements (PSA effect), mainly driven by the decrease in prices. The increase from 2014 to 2015 was driven by lower PSA effect. The PSA effect was 109 mboe, 116 mboe and 157 mboe per day in 2016, 2015 and 2014, respectively.

 

Over time, the volumes lifted and sold will equal our entitlement production, but they may be higher or lower in any period due to differences between the capacity and timing of the vessels lifting our volumes and the actual entitlement production during the period. See section 5.6   Terms and abbreviations for more information.

 

Income statement under IFRS

For the year ended 31 December

 

 

(in USD million)

2016

2015

2014

16-15 change

15-14 change

 

 

 

 

 

 

Revenues

6,623

7,135

12,823

(7%)

(44%)

Net income from equity accounted investments

(100)

(91)

(113)

(10%)

20%

Other income

134

1,156

951

(88%)

22%

 

 

 

 

 

 

Total revenues and other income

6,657

8,200

13,661

(19%)

(40%)

 

 

 

 

 

 

Purchases [net of inventory]

(7)

(10)

(2)

(28%)

>100%

Operating expenses and selling, general and administrative expenses

(2,923)

(3,391)

(3,654)

(14%)

(7%)

Depreciation, amortisation and net impairment losses

(5,510)

(10,231)

(8,885)

(46%)

15%

Exploration expenses

(2,569)

(3,296)

(3,824)

(22%)

(14%)

 

 

 

 

 

 

Net operating income

(4,352)

(8,729)

(2,703)

50%

>(100%)

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2016      63  


 

DPI generated total revenues and other income of USD 6,657 million in 2016 compared to USD 8,200 million in 2015 and USD 13,661 million in 2014.

 

Revenues in 2016 were negatively impacted by lower realised liquids and gas prices, partly offset by lower provisions relating to commercial disputes in 2016 compared to 2015. The decrease from 2014 to 2015 was mainly caused by lower realised liquids and gas prices, partly offset by an increase in lifted volumes. In addition, higher provisions relating to commercial disputes in 2015 compared to 2014 negatively impacted revenues.   For information related to the disputes   see note 23 Other commitments and contingencies   to the Consolidated financial statements.

 

Other income was positively impacted by gains from sales of assets of USD 1,156 million in 2015 and USD 961 million in 2014, related primarily to the sale of ownership interest in the Shah Deniz project and the South Caucasus Pipeline. 

 

As a result of the factors explained above, total revenues and other income decreased by 19% in 2016. In 2015, total revenues and other income decreased by 40%.

 

Operating expenses and selling, general and administrative expenses   were USD 2,923 million in 2016, compared to USD 3,391 million in 2015 and USD 3,654 million in 2014. The 14% decrease from 2015 to 2016 was mainly due to lower operating and maintenance costs for various fields, in addition to lower diluent expenses. The decreases were partially offset by operating and transportation costs for the new fields coming on stream. The 7% decrease from 2014 to 2015 was mainly due to reduced operations and maintenance costs, lower royalties caused by lower prices, and portfolio changes. Production ramp-up and start-up of new fields partially offset the decrease.

 

Depreciation, amortisation and net impairment losses   were USD 5,510 million in 2016, compared to USD 10,231 million in 2015 and USD 8,885 million in 2014. The 46% decrease was primarily caused by lower net impairment losses in 2016 compared to 2015. Net impairment losses amounted to USD 541 million in 2016, and resulted mainly from reduced long-term price assumptions with the largest effect being on the unconventional onshore assets in North America. In addition, depreciations decreased due to higher reserves estimates. The decreases were partially offset by start-up and ramp-up of production from new fields.

 

The 15% increase from 2014 to 2015 was primarily caused by net impairment losses of USD 5,416 million in 2015, mainly related to unconventional onshore assets in North America and certain conventional upstream assets. The impairment losses resulted primarily from reduced short-term forward prices in combination with reduced long-term oil price forecasts. In addition, depreciation increased due to higher production from start-up and ramp-up on various fields. The increases were partly offset by effect on depreciations from net impairments in 2014 and 2015 and reduced depreciations from higher reserves estimates.

 

Exploration expenses   were USD 2,569 milli on in 2016, compared to USD 3,296 million in 2015 and USD 3,824 million in 2014. The 22% reduction from 2015 to 2016 was primarily due to lower impairments, lower drilling activity and lower well costs in 2016. Higher portion of wells capitalised in previous periods being expensed this year and a lower capitalisation rate in 2016 partially offset the decrease. The reduction from 2014 to 2015 was mainly due to lower drilling activity partly offset by increased impairments of oil and gas prospects in the Gulf of Mexico.

 

MMP profit and loss analysis

Net operating income was USD 623 million, USD 2,931 million and USD 2,608 million in 2016, 2015 and 2014, respectively. 2016 net operating income was positively impacted by solid liquids trading results as in 2015. The decrease of USD 2,308 million from 2015 to 2016 was mainly due to lower fair value of certain derivatives of USD 713 million as a result of increased forward curve. In addition, refining and gas marketing margins were reduced and production from processing plants lower than in 2015.

 

The increase of USD 324 million from 2014 to 2015 was mainly due to higher refining margins and solid liquids trading results and net reversal of impairment charges of USD 421 million. These increases were partially offset by the impact by Sonatrach Arbitration Settlement of USD 463 million in Statoil’s favour in 2014.

 

Total natural gas sales volumes were 52.9 bcm in 2016, 52.6 bcm in 2015 and 51.2 bcm in 2014. The 0.5% increase in total gas volumes sold from 2015 to 2016 was related to higher entitlement production on the NCS, partially offset by lower entitlement production internationally. The 3% increase in total gas volumes sold from 2014 to 2015 was related to higher entitlement production on the NCS in addition to higher third party volumes in Europe, partially offset by lower entitlement production internationally and lower third party volumes in the US. The chart does not include any volumes sold on behalf of the Norwegian State's direct financial interest (SDFI).

64     Statoil, Annual Report on Form 20-F 2016       


 

 

In 2016, the average invoiced natural gas sales price in Europe was USD 5.17 per MMBtu compared to USD 7.08 per MMBtu in 2015, a decrease of 27%.  Abundant gas supply in the first three quarters together with a mild winter had a negative influence on the prices. For the fourth quarter the market situation tightened and prices increased. LNG price has continued its downward trend, and only had a marginal positive effect on the European gas price in 2016. The average invoiced natural gas sales price in Europe was approximately 26% lower in 2015 than in 2014, mainly due to higher share of gas indexation in the gas contract portfolio.

 

In 2016, the average invoiced natural gas sales price in North Americas was USD 2.12 per MMBtu compared to USD 2.62 per MMBtu in 2015, a decrease of 19% due to significantly warmer weather first quarter 2016 than in 2015, and an abundant gas supply in the second quarter. In the third and fourth quarter prices rose due to cooler weather in New York and Toronto.  The average invoiced natural gas sales price in North Americas was approximately 40% lower in 2015 than in 2014, mainly due to high market prices in first quarter 2014 as a result of exceptionally cold weather in North East combined with long term pipeline capacity agreements enabling access to premium markets in Toronto and Manhattan.

 

All of Statoil's gas produced on the NCS is sold by MMP, purchased from DPN at the fields’ lifting point at a market-based internal price with deduction for the cost of bringing gas from the field to market and a marketing fee element. Our average internal purchase price for gas was USD 3.42 per MMBtu in 2016, a decrease of 34% compared to USD 5.17 per MMBtu in 2015.  

 

Average crude, condensate and NGL sales were 2.2 mmbbl per day in 2016 of which approximately 1.01 mmbbl were sales of our equity volumes, 0.80 mmbbl sales of third-party volumes and 0.40 mmbbl sales of volumes purchased from SDFI. Our average sales volumes were 2.3 and 2.2 mmbbl per day in 2015 and 2014. The average daily third-party volumes sold were 0.79 and 0.83 mmbbl in 2015 and 2014.

 

   
   

Statoil, Annual Report on Form 20-F 2016      65  


 

   MMPs refining margins were considerably lower the first three quarters 2016 compared to 2015, and results were impacted by lower production from the refineries. The average refining margin was at the same level in fourth quarter 2015 and 2016. Statoil's refining reference margin was 4.8 USD/bbl in 2016, compared to 8.0 USD/bbl in 2015, a decrease of 40%. The refining reference margin was 4.7 USD/bbl in 2014.

 

  

 

Income statement under IFRS

For the year ended 31 December

 

 

(in USD million)

2016

2015

2014

16-15 change

15-14 change

 

 

 

 

 

 

Revenues

44,847

57,873

94,483

(23%)

(39%)

Net income from equity accounted investments

61

55

73

12%

(25%)

Other income

72

178

615

(60%)

(71%)

 

 

 

 

 

 

Total revenues and other income

44,979

58,106

95,171

(23%)

(39%)

 

 

 

 

 

 

Purchases [net of inventory]

(39,696)

(50,547)

(86,689)

(21%)

(42%)

Operating expenses and selling, general and administrative expenses

(4,439)

(4,664)

(5,287)

(5%)

(12%)

Depreciation, amortisation and net impairment losses

(221)

37

(583)

>(100%)

>(100%)

 

 

 

 

 

 

Net operating income

623

2,931

2,608

(79%)

12%

 

 

 

 

 

 

Total revenues and other income were USD 44,979 million in 2016, compared to USD 58,106 million in 2015 and USD 95,171 million in 2014.

 

The decrease in revenues from 2015 to 2016 was mainly due to decrease in crude and gas prices. The average crude price in USD declined by approximately 17% in 2016 compared to 2015. Revenues in 2016 were negatively impacted by loss from derivatives mainly related to hedges of physical positions due to significant increase in the forward curve in the oil and gas market.

 

The decrease in revenues from 2014 to 2015 was mainly due to decrease in crude and gas prices, partially offset by higher volumes for crude, other oil products and gas sold.  The average crude price in USD declined by approximately 47% in 2015 compared to 2014. Revenues in 2015 were positively impacted by gains from derivatives, mainly due to significant drop in the forward curve in the oil and gas market.

 

Other income in 2016 was positively impacted by gain on sale of assets of USD 72 million. In 2015, other income was positively impacted by gain on sale of assets of USD 178 million.

66     Statoil, Annual Report on Form 20-F 2016       


 

 

As a result of the factors explained above, total revenues and other income decreased by 23% and 39% in 2016 and 2015, respectively.

 

Purchases [net of inventory] were USD 39,696 million in 2016, compared to USD 50,547 million in 2015 and USD 86,689 million in 2014. The decrease from 2015 to 2016 was mainly due to decrease in crude and gas prices. The decrease from 2014 to 2015 was mainly due to decrease in gas and crude prices and lower volumes of crude, other oil products and gas sold.

  

Operating expenses and selling, general and administrative expenses were USD 4,439 million in 2016, compared to USD 4,664 million in 2015 and USD 5,287 million in 2014. The decrease from 2015 to 2016 was mainly due to lower transportation cost and the ongoing cost reduction initiatives in 2016.

 

The decrease from 2014 to 2015 was mainly due to the ongoing cost reduction initiatives and a positive USD/NOK currency effect added to the decrease of USD 622 million.

 

Depreciation, amortisation and net impairment losses amounted to a loss of USD 221 million in 2016, compared to an income of USD 37 million in 2015 and a loss of USD 583 million in 2014. The increase in depreciation, amortisation and net impairment losses from 2015 to 2016 was mainly caused by lower reversal of impairments in 2016 compared to 2015. Net reversal of impairments in 2016 was mainly related to a refinery asset, impacted by expected lower cost base in the future cash flows. The decrease in depreciation, amortisation and net impairment losses from 2014 to 2015 was mainly caused by net reversal of impairment charges of USD 421 million in 2015 triggered by increased refinery margins and operational improvement.

 

Other operations

The Other reporting segment includes activities within New Energy Solutions; Global Strategy and Business Development; Technology, Projects and Drilling; and Corporate staffs and support functions.

 

In 2016, the Other reporting segment recorded a net operating loss of USD 423 million compared to a net operating loss of USD 129 million in 2015 and a net operating loss of USD 199 million in 2014.

 

Statoil, Annual Report on Form 20-F 2016      67  


 

2.9 LIQUIDITY AND CAPITAL RESOURCES

 

Review of cash flows

 

Statoil`s cash flows in 2016 reflect a solid cash flow in a low price environment.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

Full year

(in USD million)

Note

2016

2015

2014

 

 

 

 

 

Income before tax

    

(178)

55

17,898

 

 

 

 

 

Depreciation, amortisation and net impairment losses

10, 11

11,550

16,715

15,925

Exploration expenditures written off

11

1,800

2,164

2,097

(Gains) losses on foreign currency transactions and balances

 

(137)

1,166

883

(Gains) losses on sales of assets and businesses

4

(110)

(1,716)

(1,998)

(Increase) decrease in other items related to operating activities

 

1,076

558

(1,671)

(Increase) decrease in net derivative financial instruments

25

1,307

1,551

254

Interest received

 

280

363

341

Interest paid

 

(548)

(443)

(551)

 

 

 

 

 

Cash flows provided by operating activities before taxes paid and working capital items

 

15,040

20,414

33,178

 

 

 

 

 

Taxes paid

 

(4,386)

(8,078)

(15,308)

 

 

 

 

 

(Increase) decrease in working capital

 

(1,620)

1,292

2,335

 

 

 

 

 

Cash flows provided by operating activities

 

9,034

13,628

20,205

 

 

 

 

 

Additions through business combinations

4

0

(398)

0

Capital expenditures and investments

 

(12,191)

(15,518)

(19,497)

(Increase) decrease in financial investments

 

877

(2,813)

(1,919)

(Increase) decrease in other non-current items

 

107

(22)

128

Proceeds from sale of assets and businesses

4

761

4,249

3,514

 

 

 

 

 

Cash flows used in investing activities

 

(10,446)

(14,501)

(17,775)

 

 

 

 

 

New finance debt

18

1,322

4,272

3,010

Repayment of finance debt

 

(1,072)

(1,464)

(1,537)

Dividend paid

17

(1,876)

(2,836)

(5,499)

Net current finance debt and other

 

(333)

(701)

(2)

 

 

 

 

 

Cash flows provided by (used in) financing activities

 

(1,959)

(729)

(4,028)

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(3,371)

(1,602)

(1,598)

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(152)

(871)

(1,329)

Cash and cash equivalents at the beginning of the period (net of overdraft)

16

8,613

11,085

14,013

 

 

 

 

 

Cash and cash equivalents at the end of the period (net of overdraft)

16

5,090

8,613

11,085

68     Statoil, Annual Report on Form 20-F 2016       


 

Cash flows provided by operations

The most significant drivers of cash flows provided by operations were the level of production and prices for liquids and natural gas that impact revenues, purchases [net of inventory], taxes paid and changes in working capital items.

 

Cash flows provided by operating activities were reduced by USD 4,594 million compared to the full year 2015. The decrease was mainly due to reduced liquids and gas prices, partially offset by lower taxes paid.

 

Cash flows provided by operating activities   were USD 13,628 million in 2015 compared to USD 20,205 million in 2014, which is a decrease of USD 6,577 million driven by a significant reduction in both liquids and gas prices. The decrease was partially offset by positive changes in working capital and lower taxes paid in 2015 compared to 2014.

 

Cash flows used in investing activities

Cash flows used in investing were reduced by USD 4,055 million compared to the full year 2015. The decrease was due to significantly lower capital expenditures, lower financial investments and reduced proceeds from sale of assets. 

 

Cash flows used in investing activities   were USD 14,501 million in 2015 compared to USD 17,775 million in 2014, a decrease of USD 3,274 million mainly due to reduced capital expenditures. The proceeds from sale of assets in 2015 of USD 4,249 million were mainly related to the divestment of the remaining interests in the Shah Deniz field and the South Caucasus pipeline, sale of office buildings, sale of interest in the Marcellus onshore play, sale of interests in Trans Adriatic pipeline AG and the sale of interests in licenses on the NCS.

 

Cash flows provided by (used in) financing activities

Cash flows used in financing activities increased by USD 1,230 million compared to the full year 2015. The change is mainly due to reduced cash flow from finance debt, partially offset by reduced cash dividend due to the scrip dividend. 

 

Cash flows used in financing activities were USD 729 million in 2015 and were mainly related to payments of dividends USD 2,836 million and repayments of debt USD 1,464 million, partially offset by issuance of new debt of USD 4,272 million. Cash flows used in financing activities were USD 4,028 million in 2014 and were mainly related to payments of dividends and repayments of debt, partly offset by issuance of new debt in November 2014 of USD 3,010 million.

 

Financial assets and debt

Statoil's financial position is strong although its net debt to capital employed ratio before adjustments at year end increased from 25.6% in 2015 to 34.4% in 2016. See section 5.2 for non-GAAP measures for net debt ratio. Net interest-bearing debt increased from USD 13.9 billion to USD 18.4 billion. During 2016 Statoil's total equity decreased from USD 40.3 billion to USD 35.1billion, mainly due to impairments recognised in 2016 and dividend paid. Cash flows provided by operating activities were reduced in 2016 mainly due to lower prices. Cash flows used in investing activities redu ced in 2016. Statoil has paid out four quarterly dividends in 2016. For the fourth quarter of 2016 the board of directors will propose to the annual general meeting (AGM) to maintain a dividend of USD 0.2201 per share and to maintain the scrip dividend program initiated from the fourth quarter 2015.   For details, see note 17 Shareholders equity and dividends to the Consolidated financial statements.

Statoil believes that, given its current liquidity reserves, including committed credit facilities of USD 5.0 billion and its access to various capital markets, Statoil has sufficient funds available to meet its liquidity needs, including working capital.

 

Funding needs arise as a result of Statoil’s general business activities. Statoil generally seeks to establish financing at the corporate (top company) level. Project financing may also be used in cases involving joint ventures with other companies. Statoil aims to have access at all times to a variety of funding sources in respect of markets and instruments; as well as maintaining relationships with a core group of international banks that provide a wide range of banking services.

 

Moody's and Standard & Poor's (S&P) provide credit ratings on Statoil. Statoil’s current long-term ratings are A+ and Aa3 from S&P and Moody’s, respectively. The rating from S&P was revised from AA- credit watch negative to A+ with a stable outlook on 22 February 2016 while the rating from Moody’s was revised from Aa2 on review for downgrade to Aa3 with stable outlook on 21 March 2016. Both rating agency revisions were triggered by the low commodity price environment, and similar downgrades were seen across the sector around that time. The short-term ratings are P-1 from Moody's and A-1 from S&P. In order to maintain financial flexibility going forward, Statoil intend to keep key financial ratios at levels consistent with our objective of maintaining Statoil's long-term credit rating at least within the single A category on a stand-alone basis. 

  

The management of financial assets and liabilities takes into consideration funding sources, the maturity profile of non-current debt, interest rate risk, currency risk and available liquid assets. Statoil’s borrowings are denominated in various currencies and normally swapped into USD. In addition, interest rate derivatives, primarily interest rate swaps, are used to manage the interest rate risk of our long-term debt portfolio. The Group's Capital Markets unit manages the funding and liquidity activities at Group level.

 

Statoil, Annual Report on Form 20-F 2016      69  


 

Statoil has diversified its cash investments across a range of financial instruments and counterparties to avoid concentrating risk in any one type of investment or any single country. As of 31 December 2016, approximately 7% of Statoil’s liquid assets were held in USD-denominated assets, 21% in NOK, 58% in EUR, 5% in DKK and 9% in SEK, before the effect of currency swaps and forward contracts. Approximately 56% of Statoil’s liquid assets were held in treasury bills and commercial paper, 42% in time deposits, 1% in money market funds and 1% at in bank deposits. As of 31 December 2016, approximately 4.7% of Statoil’s liquid assets were classified as restricted cash (including collateral deposits).

 

Statoil’s general policy is to keep a liquidity reserve in the form of cash and cash equivalents or other current financial investments in Statoil’s balance sheet, as well as committed, unused credit facilities and credit lines in order to ensure that Statoil has sufficient financial resources to meet short-term requirements.

 

Long-term funding is raised when a need is identified for such financing based on Statoil’s business activities, cash flows and required financial flexibility or when market conditions are considered to be favourable.

 

The Group's borrowing needs are usually covered through the issuance of short-, medium- and long-term securities, including utilisation of a US Commercial Paper Programme (programme limit USD 5.0 billion) and a Shelf Registration Statement (unlimited) filed with the Securities and Exchange Commission (SEC) in the USA as well as through issues under a Euro Medium-Term Note (EMTN) Programme (updated 28 October 2016 with a limit of EUR 20.0 billion) listed on the London Stock Exchange. Committed credit facilities and credit lines may also be utilised. After the effect of currency swaps, the major part of Statoil’s borrowings is in USD.

 

During 2016, Statoil issued bonds with 10 and 20 year maturities for a total amount of EUR 1.2 billion (USD 1.3 billion). All the bonds are unconditionally guaranteed by Statoil Petroleum AS. For more information, see note 18 Finance debt to the Consolidated financial statements.

 

Statoil issued new debt securities in 2015 equivalent to USD 4.3 billion and in 2014 equivalent to USD 3.0 billion.

 

Financial indicators

 

 

 

 

 

 

 

 

Financial indicators

  For the year ended 31 December

(in USD million)

2016

2015

2014

 

 

 

 

 

Gross interest-bearing financial liabilities 1)

31,673

32,291

31,154

Net interest-bearing liabilities before adjustments

18,372

13,852

12,004

Net debt to capital employed ratio 2)

34.4%

25.6%

19.0%

Net debt to capital employed ratio adjusted 3)

35.6%

26.8%

20.0%

Cash and cash equivalents

5,090

8,623

11,182

Current financial investments

8,211

9,817

7,968

ROACE 4)

(8.0%)

2.7%

11.3%

Ratio of earnings to fixed charges 5)

0.9

1.0

7.0

 

 

 

 

 

1)

Defined as non-current and current finance debt.

2)

As calculated according to IFRS. Net debt to capital employed ratio is the net debt divided by capital employed. Net debt is interest-bearing debt less cash and cash equivalents and current financial investments. Capital employed is net debt, shareholders' equity and minority interest.

3)

In order to calculate the net debt to capital employed ratio adjusted, Statoil makes adjustments to capital employed as it would be reported under IFRS. Restricted funds held as financial investments in Statoil Forsikting AS and Collateral deposits has been added to the net debt whilst the SDFI part of the financial lease in the Snøhvit vessel has been taken out of the net debt.  See section 5.2 Net debt to capital employed ratio for a reconciliation of capital employed and a description of why Statoil considers this measure to be useful.

4)

ROACE is equal to net income adjusted for financial items after tax, divided by average capital employed over the last 12 months. See section 5.2 Return on average capital employed (ROACE) for a reconciliation of ROACE and a description of why Statoil considers this measure to be useful.

5)

Based on IFRS. For the purpose of these ratios, earnings consist of the income before (i) tax, (ii) minority interest, (iii) amortisation of capitalised interest and (iv) fixed charges (which have been adjusted for capitalised interest) and after adjustment for unremitted earnings from equity accounted entities. Fixed charges consist of interest (including capitalised interest) and estimated interest within operating leases.

 

 

 

 

 

Gross interest-bearing debt

Gross interest-bearing debt was USD 31.7 billion, USD 32.3 billion and USD 31.2 billion at 31 December 2016, 2015 and 2014, respectively. The USD 0.6 billion net decrease from 2015 to 2016 was due to a decrease in non-current finance debt of USD 2.0 billion, offset by an increase in current finance debt of USD 1.4 billion. The USD 1.1 billion increase from 2014 to 2015 was due to an increase in non-current finance debt of USD 2.4 billion offset by a decrease in current finance debt of USD 1.3 billion. Our weighted average annual interest rate was 3.41%, 3.39% and 3.78% at 31 December 2016, 2015 and 2014, respectively. Statoil’s weighted

70     Statoil, Annual Report on Form 20-F 2016       


 

average maturity on finance debt was nine years at 31 December 2016, nine years at 31 December 2015 and nine years at 31 December 2014.

 

Net interest-bearing debt

Net interest-bearing debt before adjustments were USD 18.4 billion, USD 13.9 billion and USD 12.0 billion at 31 December 2016, 2015 and 2014, respectively. The increase of USD 4.5 billion from 2015 to 2016 was mainly related to a decrease in cash and cash equivalents of USD 3.5 billion, a decrease of current financial investments of USD 1.6 billion offset by a USD 0.6 billion decrease in gross interest-bearing debt. Negative cash flow in 2016 is the main reason. The increase of USD1.8 billion from 2014 to 2015 was related to an increase in gross interest-bearing debt of USD 1.1 billion offset and a decrease in cash and cash equivalents and current financial investments of USD 0.7 billion.

 

The net debt to capital employed ratio

The net debt to capital employed ratio before adjustments was 34.4%, 25.6% and 19.0% in 2016, 2015 and 2014 respectively.

 

The net debt to capital employed ratio adjusted (non-GAAP financial measure, see footnote three above) was 35.6%, 26.8% and 20.0% in 2016, 2015, and 2014, respectively.

 

The 8.8 percentage points increase in net debt to capital employed ratio before adjustments from 2015 to 2016 was related to the increase in net interest-bearing debt adjusted of USD 4.5 billion in combination with a decrease in capital employed adjusted of USD 0.7 billion. The 6.6 percentage points increase in net debt to capital employed ratio before adjustments from 2014 to 2015 was related to an increase in net interest-bearing debt adjusted of USD 1.8 billion in combination with a decrease in capital employed adjusted of USD 9.1 billion.

 

The 8.8 percentage points increase in net debt to capital employed ratio adjusted from 2015 to 2016 was related to the increase in net interest-bearing debt adjusted of USD 4.6 billion in combination with a decrease in capital employed adjusted of USD 0.6 billion. The 6.8 percentage points increase in net debt to capital employed ratio adjusted from 2014 to 2015 was related to an increase in net interest-bearing debt adjusted of USD 1.9 billion in combination with a decrease in capital employed adjusted of USD 9.1 billion.

 

Cash, cash equivalents and current financial investments

Cash and cash equivalents were USD 5.1 billion, USD 8.6 billion and USD 11.2 billion at 31 December 2016, 2015 and 2014 respectively. See note 16 Cash and cash equivalents to the Consolidated financial statements for information concerning restricted cash. Current financial investments, which are part of Statoil’s liquidity management, amounted to USD 8.2 billion, USD 9.8 billion and USD 8.0 billion at 31 December 2016, 2015 and 2014, respectively.

 

Investments

In 2016, capital expenditures, defined as additions to property, plant and equipment (including capitalised financial leases), capitalised exploration expenditures, intangible assets, long-term share investments and investments in equity accounted companies, amounted to USD 14.1 billion, of which USD 10.1 billion  were organic capital expenditures (excluding acquisitions, capital leases and other investments with significant different cash flow pattern). Among items excluded from the organic capital expenditure in 2016 were investment in ownership in Lundin Petroleum AB, acquisition of a 66% operated interest in the offshore licence BM-S-8 in Brazil and acquisition of a 50% stake in the Arkona offshore wind farm in Germany.

 

In 2015, capital expenditures were USD 15.5 billion, of which organic capital expenditures amounted to USD 14.7 billion.

 

In Norway, a substantial proportion of our 2017 capital expenditures will be spent on ongoing development projects such as Johan Sverdrup, Gina Krog and Aasta Hansteen, in addition to various extensions, modifications and improvements on currently producing fields like Gullfaks, Oseberg and Troll.

 

Internationally, we currently estimate that a substantial proportion of our 2017 capital expenditure will be spent on the following ongoing and planned development projects: Mariner in UK, Peregrino in Brazil, Stampede and onshore activity in the US.

 

In the area of renewable energy, a substantial proportion of our 2017 capital expenditure is expected to be spent on the following offshore wind projects: Arkona in Germany and Hywind in the UK.

 

Statoil finances its capital expenditures both internally and externally. For more information, see Financial assets and debt earlier in this section.

 

As illustrated in Principal contractual obligations later in this section , Statoil have committed to certain investments in the future. The further into the future, the more flexibility we will have to revise expenditure. This flexibility is partly dependent on the expenditure our partners in joint ventures agree to commit to. A large part of the capital expenditure for 2017 is committed.

 

Statoil, Annual Report on Form 20-F 2016      71  


 

Statoil may alter the amount, timing or segmental or project allocation of our capital expenditures in anticipation of or as a result of a number of factors outside our control.

 

Impact of reduced prices

Our results are affected by the development in the price of raw materials and services that are necessary for the development and operation of oil and gas producing assets.

 

Cost development in the prices of goods, raw materials and services that are necessary for the development and operation of oil and gas producing assets can vary considerably over time and between each market segment.

 

Prices in supplier markets have been reduced and in several supplier market segments Statoil has achieved reduced rates compared to the 2014/2015 level . Such savings have been achieved b oth in new and renegotiated contracts.  

 

See the analysis of profit and loss in section 2.8 Operating and financial performance as well section 2.1 Group Outlook .

 

Principal contractual obligations

The table summarises our principal obligations and includes contractual obligations, but excludes derivatives and other hedging instruments as well as asset retirement obligations, as these obligations for the most part are expected to lead to cash disbursements more than five years in the future. Obligations payable by Statoil to unconsolidated equity affiliates are included gross in the table. Where Statoil includes both an ownership interest and the transport capacity cost for a pipeline in the consolidated accounts, the amounts in the table include the transport commitments that exceed Statoil's ownership share. See Disclosures a bout market risk in section 2.10 Risk review for more information.

72     Statoil, Annual Report on Form 20-F 2016       


 

 

As at 31 December 2016

Contractual obligations

Payment due by period 1)

(in USD million)

Less than 1 year

1-3 years

3-5 years

More than 5 years

Total

 

 

 

 

 

 

 

Undiscounted non-current finance debt

3,554

4,641

9,133

23,822

41,151

Minimum operating lease payments

1,993

2,693

1,657

2,306

8,649

Nominal minimum other long-term commitments 2)

1,483

2,657

2,200

5,513

11,853

 

 

 

 

 

 

 

Total contractual obligations

7,030

9,992

12,990

31,642

61,653

 

 

 

 

 

 

 

1)

"Less than 1 year" represents 2016; "1-3 years" represents 2017 and 2018, "3-5 years" represents 2019 and 2020, while "More than 5 years" includes amounts for later periods.

2)

For further information see note 23 Other commitments and contingencies to the Consolidated financial statements.

 

 

 

 

 

 

 

Non-current finance debt in the table represents principal payment obligations. For information on interest commitments relating to long-term debt, reference is made to note 18 Finance debt and note 22 Leases to the Consolidated financial statements.

 

Statoil had contractual commitments of USD 6,889 million at 31 December 2016. The contractual commitments reflect Statoil's share and mainly comprise construction and acquisition of property, plant and equipment.

 

Statoil’s projected pension benefit obligation was USD 7,791 million, and the fair value of plan assets amounted to USD 5,250 million as of 31 December 2016. Company contributions are mainly related to employees in Norway. S ee note 19 Pensions to the Consolidated financial statements for more information.

 

Off balance sheet arrangements

Statoil is party to various agreements, such as operational leases and transportation and processing capacity contracts, that are not recognised in the balance sheet. For more information, see Principal   contractual   obligations in section 2.9 Liquidity and capital resources, and note 22 Leases to the Consolidated financial statements. Statoil is also party to certain guarantees, commitments and contingencies that, pursuant to IFRS, are not necessarily recognised in the balance sheet as liabilities. See note 23 Other commitments and contingencies to the Consolidated financial statements for more information.

 

Statoil, Annual Report on Form 20-F 2016      73  


 

2.10 RISK REVIEW

Statoil’s overall risk management includes identifying, evaluating and managing risk in all its activities to ensure safe operations and to achieve Statoil’s corporate goals.

 

RISK FACTORS

Statoil is exposed to a number of risks that could affect its operational and financial performance. In this section, some of the key risk factors are addressed.

 

Risks related to our business

This section describes the most significant potential risks relating to Statoil’s business:

 

A prolonged period of low oil and/or natural gas prices would have a material adverse effect on Statoil

The prices of oil and natural gas have fluctuated greatly in response to changes in many factors. We have experienced a situation where oil and natural gas prices declined substantially compared to levels seen over the last few years. There are several reasons for this decline, but fundamental market forces beyond the control of Statoil or other similar market participants have impacted and can continue to impact oil and natural gas prices in the future. Recently, as a consequence of agreements within Opec and also between Opec and some non-Opec countries, oil prices have increased due to expectations of an earlier tightening of market balances. However, the uncertainty about future developments still prevails.

 

Generally, Statoil does not and will not have control over the factors that affect the prices of oil and natural gas. These factors include:

·           economic and political developments in resource-producing regions

·           global and regional supply and demand

·           the ability of the Organisation of the Petroleum Exporting Countries (Opec) and/or other producing nations to influence global production levels and prices

·           prices of alternative fuels that affect the prices realised under Statoil's long-term gas sales contracts

·           government regulations and actions; including changes in energy and climate policies

·           global economic conditions

·           war or other international conflicts

·           changes in population growth and consumer preferences

·           the price and availability of new technology and

·           weather conditions

 

It is impossible to predict future price movements for oil and/or natural gas with certainty. A prolonged period of low oil and natural gas prices will adversely affect Statoil's business, the results of operations, financial condition, liquidity and Statoil's ability to finance planned capital expenditure, including possible reductions in capital expenditures which could lead to reduced reserve replacement. In addition to the adverse effect on revenues, margins and profitability from any fall in oil and natural gas prices, a prolonged period of low prices or other indicators could, if deemed to have longer term impact, lead to further reviews for impairment of the group's oil and natural gas properties. Such reviews would reflect the management's view of long-term oil and natural gas prices and could result in a charge for impairment that could have a significant effect on the results of Statoil's operations in the period in which it occurs. Changes in management’s view on long-term oil and/or natural gas prices or further material reductions in oil, gas and/or product prices could have an adverse impact on the economic viability of projects that are planned or in development.

 

Statoil’s crude oil and natural gas reserves are only estimates and Statoil’s future production, revenues and expenditures with respect to its reserves may differ materially from these estimates. The reliability of proved reserve estimates depends on:

·           the quality and quantity of Statoil’s geological, technical and economic data

·           the production performance of Statoil’s reservoirs

·           extensive engineering judgments and

·           whether the prevailing tax rules and other government regulations, contracts and oil, gas and other prices will remain the same as on the date estimates are made

 

Proved reserves are calculated based on the U.S. Securities and Exchange Commission (SEC) requirements and may therefore differ substantially from Statoil’s view on expected reserves.

 

Many of the factors, assumptions and variables involved in estimating reserves are beyond Statoil’s control and may prove to be incorrect over time. The results of drilling, testing and production after the date of the estimates may require substantial upward or downward revisions in Statoil’s reserve data. The prices used for proved reserves are defined by the SEC and are calculated based on a 12 month un-weighted arithmetic average of the first-day-of-the-month price for each month during the reporting year, leading to a forward price strongly linked to last year’s price environment. Fluctuations in oil and gas prices will have a direct impact on Statoil’s proved reserves. For fields governed by production sharing agreements (PSAs), a lower price may lead to higher entitlement to the

74     Statoil, Annual Report on Form 20-F 2016       


 

production and increased reserves for those fields. Adversely, a lower price environment may also lead to lower activity resulting in reduced reserves. For PSAs these two effects may to some degree offset each other. In addition a low price environment may result in earlier shutdown due to uneconomic production. This will affect both PSAs and fields with concession types of agreement.

 

Statoil is engaged in global exploration activities that involve a number of technical, commercial and country specific risks.

General risks are technical risks related to Statoil’s ability to conduct its seismic and drilling operations in a safe and efficient manner and to encounter commercially productive oil and gas reservoirs and commercial risks related to Statoil’s ability to secure access to new acreage in an uncertain global competitive and political environment and competent personnel to perform exploration activities and mature resources along the value-chain. Country specific risks are related to security threats and compliance with and understanding of local laws or license agreements. These risks may adversely affect Statoil’s current operations and financial results, and its long-term replacement of reserves.

 

If Statoil fails to acquire or discover and develop additional reserves, its reserves and production will decline materially from their current levels

Successful implementation of Statoil's group strategy for value growth is critically dependent on sustaining its long-term reserve replacement. If upstream resources are not progressed to proved reserves in a timely manner, Statoil’s reserve base and thereby future production will gradually decline and future revenue will be reduced.

 

Statoil's future production is highly dependent on its success in acquiring or finding and developing additional reserves adding value. If unsuccessful, future total proved reserves and production will decline.

 

If the low price environment continues for a substantial time, this may result in undeveloped acreage not being considered economically viable and consequently discovered resources not being matured to reserves. This may also lead to exploration areas not being explored for new resources and subsequently not being matured for development resulting in less future proved reserves.

 

In a number of resource-rich countries, national oil companies control a significant proportion of oil and gas reserves that remain to be developed. To the extent that national oil companies choose to develop their oil and gas resources without the participation of international oil companies, or if Statoil is unable to develop partnerships with national oil companies, its ability to find and acquire or develop additional reserves will be more limited.

 

Statoil is exposed to a wide range of health, safety and environmental risks that could result in significant losses.

 

Exploration, development, production, processing and transportation related to oil and natural gas, as well as development and operation of renewable energy production, can be hazardous. Technical integrity failures, operational failures, natural disasters or other occurrences can result in: loss of life, oil spills, gas leaks, loss of containment of hazardous materials, water contamination, blowouts, cratering, fires and equipment failure, among other things.

 

The risks associated with Statoil's activities are affected by the difficult geographies, climate zones and environmentally sensitive regions in which Statoil operates. All modes of transportation of hydrocarbons - including road, rail, sea or pipeline - are particularly susceptible to a loss of containment of hydrocarbons and other hazardous materials, and, given the high volumes involved, these could represent a significant risk to people and the environment. Offshore operations and transportation are subject to marine perils, including severe storms and other adverse weather conditions and vessel collisions. Onshore operations and transportation are subject to adverse weather conditions and accidents. Both onshore and offshore operations and transportation are subject to interruptions, restrictions or termination by government authorities based on safety, environmental or other considerations.

 

Policy and regulatory change due to rising climate change concerns, and the physical effects of climate change, could impact Statoil’s business and related costs

The transition to a low-carbon energy future poses fundamental strategic challenges for the oil and gas industry.

 

Statoil monitors and assesses risks related to climate change, whether political, regulatory, market or physical, including reputation impact.

 

Statoil expects and is preparing for policy and regulatory changes targeted at reducing greenhouse gas emissions. This could impact Statoil's financial outlook, whether directly through changes in taxation and regulation, or indirectly through changes in consumer behaviour.

There is continuing uncertainty over climate policy developments in various jurisdiction, and hence the long-term implications to costs and constraints. Statoil expects greenhouse gas emission costs to increase from current levels beyond 2020 and to have a wider geographical range than today.

 

Climate related policy changes may also reduce access to prospective geographical areas for exploration and production in the future.

 

Regulatory changes encouraging the development of low-carbon energy technologies such as renewable energy or other potentially disruptive technologies, could impact the demand for oil and gas. As an example, development of battery technologies could allow

Statoil, Annual Report on Form 20-F 2016      75  


 

more intermittent renewables to be used in the power sector. This could impact Statoil's gas sales, particularly if subsidies of renewable energy in Europe were to increase.

 

Statoil has analysed the sensitivity of its project portfolio (equity production and expected production from accessed exploration acreage) against the assumptions regarding commodity and carbon prices in the International Energy Agency’s (IEA) energy scenarios, as laid out in their “World Economic Outlook 2016” report. The analysis demonstrated that the IEA’s “450 ppm scenario”, which is at large compatible with a global warming of maximum of two degrees Celsius with more than 50% probability, could have a positive impact of approximately 6% on Statoil’s net present value compared to Statoil’s internal planning assumptions as of December 2016. This assessment is based on Statoil’s and the IEA’s assumptions which may not be accurate and which are likely to develop over time as new information becomes available. Accordingly, there can be no assurance that the assessment, which is presented in Statoil ASA’s 2016 Sustainability report, is a reliable indicator of the actual impact of climate change on Statoil.

 

Changes in physical climate parameters could impact Statoil's operations, for example through restrained water availability, rising sea level, changes in sea currents and increasing frequency of extreme weather events.

 

Statoil is exposed to risks as a result of its hydraulic fracturing usage

Statoil's US operations use hydraulic fracturing which is subject to a range of applicable federal, state and local laws, including those discussed under the heading "Legal and Regulatory Risks". Fracturing is an important and common practice that is used to stimulate production of crude oil and/or natural gas from dense subsurface rock formations. Statoil's hydraulic fracturing and fluid handling operations are designed and operated to minimise the risk, if any, of subsurface migration of hydraulic fracturing fluids and spillage or mishandling of hydraulic fracturing fluids, however, a proven case of subsurface migration of hydraulic fracturing fluids or a case of spillage or mishandling of hydraulic fracturing fluids during these activities could potentially subject Statoil to civil and/or criminal liability and the possibility of substantial costs, including environmental remediation, depending on the circumstances of the underground migration, spillage, or mishandling, the nature and scope of the underground migration, spillage, or mishandling, and the applicable laws and regulations.

 

In addition, various states and local governments have implemented, or are considering, increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, disclosure requirements and temporary or permanent bans. New or further changes in laws and regulations imposing reporting obligations on, or otherwise banning or limiting, the hydraulic fracturing process could make it more difficult to complete oil and natural gas wells in shale formations, cause operational delays, increase costs of regulatory compliance or in exploration and production, which could adversely affect Statoil's US onshore business and the demand for fracturing services.

 

Statoil is exposed to security threats that could have a materially adverse effect on Statoil's results of operations and financial condition

Security threats such as acts of terrorism and cyber-attacks against Statoil's production and exploration facilities, offices, pipelines, means of transportation or computer systems or breaches of Statoil's security system, could result in losses. No assurances can be made that such attacks will not occur in the future and adversely impact its operations. Failure to manage the foregoing risks could result in injury or loss of life, damage to the environment, damage to or the destruction of wells and production facilities, pipelines and other property. Statoil could face, among other things, regulatory action, legal liability, damage to its reputation, a significant reduction in revenues, an increase in costs, a shutdown of operations and a loss of its investments in affected areas.

 

Statoil's crisis management systems may prove inadequate

Statoil has plans and capability to deal with crisis and emergencies at every level of its operations (ie; plant fires, terror, well instability etc). If Statoil does not respond or is perceived not to have responded in an appropriate manner to either an external or internal crisis, or if its plans to carry on or recover operations following a disruption or incident are not effected quickly enough, its business, operations and reputation could be severely affected. Inability to restore or replace critical capacity to an agreed level within an agreed time frame could prolong the impact of any disruption and could severely affect Statoil's business and operations.

 

Statoil encounters competition from other oil and gas companies in all areas of its operations

Statoil may experience increased competition from larger players with stronger financial resources and smaller ones with increased agility and flexibility. Gaining access to commercial resources via license acquisition, exploration, or development of existing assets is key to ensuring the long-term economic viability of the business and failure to address this could negatively impact future performance.

 

Technology is a key competitive advantage in Statoil's industry and our competition may be able to invest more in developing or acquiring intellectual property rights to technology that Statoil may require to remain competitive. Should Statoil's innovation and digitalisation lag behind the industry, its performance could be impeded.

 

Statoil's development projects and production activities involve many uncertainties and operating risks that can prevent Statoil from realising profits and cause substantial losses

Oil and gas projects may be curtailed, delayed or cancelled for many reasons, including equipment shortages or failures, natural hazards, unexpected drilling conditions or reservoir characteristics, irregularities in geological formations, accidents, mechanical and

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technical difficulties or challenges due to new technology. This is particularly relevant because of the physical environments in which some of Statoil’s projects are situated. Many of Statoil's development and production projects are located in deep waters or other harsh environments or have challenging field characteristics. In US onshore, low regional prices may cause certain areas to be unprofitable and the company may curtail production until prices recover. There is therefore a risk that prolonged low oil and gas prices, combined with the relatively high levels of tax and government take in several jurisdictions, could erode the profitability of some of Statoil’s projects.

 

Statoil faces challenges in achieving its strategic objective of successfully exploiting profitable growth opportunities

Statoil intends to continue to nurture attractive commercial opportunities in order to sustain future growth. This may involve acquisition of new businesses or properties to expand the existing portfolio or to move into new markets. This challenge will grow as global competition for access to new opportunities rises.

 

Statoil’s ability to increase this optionality depends on several factors; including the ability to:

·           maintain and impart Statoil’s zero-harm safety culture

·           identify suitable opportunities

·           negotiate favourable terms

·           develop new market opportunities or acquire properties or businesses in an agile and efficient way

·           effectively integrate acquired properties or businesses into Statoil's operations

·           arrange financing, if necessary and

·           comply with legal regulations

 

Statoil anticipates significant investments and costs as it cultivates business opportunities in new and existing markets, and this process may incur or assume unanticipated liabilities, losses or costs associated with assets or businesses acquired. Failure by Statoil to successfully pursue and exploit new business opportunities could result in financial losses and inhibit growth. New projects may have different risk profiles than Statoil's existing portfolio. These and other effects of such acquisitions could result in Statoil having to revise its forecasts either or both with respect to unit production costs and production.

 

In addition, the pursuit of acquisitions or new business opportunities could divert financial and management resources away from Statoil's day-to-day operations to the integration of acquired operations or properties. Statoil may require additional debt or equity financing to undertake or consummate future acquisitions or projects, and such financing may not be available on terms satisfactory to Statoil, if at all, and it may, in the case of equity, be dilutive to Statoil's earnings per share.

 

The profitability of Statoil’s oil and gas production may be affected by limited transportation infrastructure when a field is in a remote location

Statoil's ability to exploit economically any discovered petroleum resources beyond its proved reserves will depend, among other factors, on the availability of the infrastructure required to transport oil and gas to potential buyers at a commercially acceptable price. Oil is transported by vessels, rail or pipelines to refineries, and natural gas is usually transported by pipeline or by vessels (for liquid natural gas) to processing plants and end users. Statoil may not be successful in its efforts to secure transportation and markets for all of its potential production.

 

Statoil is exposed to security threats on its information systems and digital infrastructure that could harm its assets and operations

Statoil’s security barriers are intended to protect its information systems and digital infrastructure from being compromised by unauthorised parties. Failure to maintain and develop these barriers may affect the confidentiality, integrity and availability of its information systems and digital infrastructure, including those critical to Statoil’s operations. Threats to Statoil’s information systems could result in significant financial damage to Statoil. Threats to Statoil’s industrial control systems are not limited by geography as Statoil’s digital infrastructure is accessible globally, and incidents in the industry in recent years have shown that parties who are able to circumvent barriers aimed at securing industrial control systems are capable and willing to perform attacks that destroy, disrupt or otherwise compromise operations. Such attacks could result in material losses or loss of life with consequent financial implications.

 

Some of Statoil's international interests are located in regions where political, social and economic instability could adversely impact Statoil’s business

Statoil has assets and operations located in diverse regions globally where potentially negative economic, social, and political developments could occur. These political risks and security threats require continuous monitoring. Adverse and hostile actions against Statoil's staff, its facilities, its transportation systems and its digital infrastructure (cybersecurity) may cause harm to people and disrupt Statoil's operations and further business opportunities in these or other regions, lead to a decline in production and otherwise adversely affect Statoil's business. This could have a materially adverse effect on Statoil's operations’ results and its financial condition.

 

Statoil's operations are subject to dynamic political and legal factors in the countries in which it operates

Statoil has assets in a number of countries with emerging or transitioning economies that, in part or in whole, lack well-functioning and reliable legal systems, where the enforcement of contractual rights is uncertain or where the governmental and regulatory framework is subject to unexpected change. Statoil's exploration and production activities in these countries are often undertaken together with national oil companies and are subject to a significant degree of state control. In recent years, governments and national oil

Statoil, Annual Report on Form 20-F 2016      77  


 

companies in some regions have begun to exercise greater authority and to impose more stringent conditions on companies engaged in exploration and production activities. Intervention by governments in such countries can take a wide variety of forms, including:

·           restrictions on exploration, production, imports and exports

·           the awarding or denial of exploration and production interests

·           the imposition of specific seismic and/or drilling obligations

·           price and exchange controls

·           tax or royalty increases, including retroactive claims

·           nationalisation or expropriation of Statoil's assets

·           unilateral cancellation or modification of Statoil's licence or contractual rights

·           the renegotiation of contracts

·           payment delays and

·           currency exchange restrictions or currency devaluation

 

The likelihood of these occurrences and their overall effect on Statoil vary greatly from country to country and are hard to predict. If such risks materialise, they could cause Statoil to incur material costs and/or cause Statoil's production to decrease, potentially having a materially adverse effect on Statoil's operations or financial condition.

 

Statoil is exposed to potentially adverse changes in the tax regimes of each jurisdiction in which Statoil operates

Statoil has business operations in many countries around the world. Changes in the tax laws of the countries in which Statoil operates could have a material adverse effect on its liquidity and results of operations.

 

Statoil faces foreign exchange risks that could adversely affect the results of Statoil’s operations

Statoil's business faces foreign exchange risks and this is managed with USD as the base currency. Statoil has a large percentage of its revenues and cash receipts denominated in USD and sales of gas and refined products are mainly denominated in EUR and GBP. Further, Statoil pays a large portion of its income taxes, and a share of our operating expenses and capital expenditures, in NOK. The majority of Statoil's long term debt has USD exposure.

 

Statoil is exposed to risks relating to trading and supply activities

Statoil is engaged in substantial trading and commercial activities in the physical markets. Statoil also uses financial instruments such as futures, options, over-the-counter (OTC) forward contracts, market swaps and contracts for differences related to crude oil, petroleum products, natural gas and electricity in order to manage price volatility. Statoil also uses financial instruments to manage foreign exchange and interest rate risk. Trading activities involve elements of forecasting, and Statoil bears the risk of market movements, the risk of losses if prices develop contrary to expectations, and the risk of default by counterparties.

 

Non-compliance with anti-bribery, anti-corruption and other applicable laws, including failure to meet Statoil’s ethical requirements, exposes Statoil to legal liability and damage to its reputation, business and shareholder value

Statoil has activities in countries which present corruption risks and which may have weak legal institutions, lack of control and transparency. In addition, governments play a significant role in the oil and gas sector, through ownership of resources, participation, licensing and local content which leads to a high level of interaction with public officials. Statoil is, through its international activities, subject to anti-corruption and bribery laws in multiple jurisdictions, including the Norwegian Penal code, the US Foreign Corrupt Practices Act and the UK Bribery Act. A violation of any applicable anti-corruption and bribery laws could expose Statoil to investigations from multiple authorities, and any violations of laws may lead to criminal and/or civil liability with substantial fines. Incidents of non-compliance with applicable anti-corruption and bribery laws and regulations and the Statoil Code of Conduct could be damaging to Statoil's reputation, competitiveness and shareholder value.

 

Statoil’s insurance coverage may not provide adequate protection

Statoil maintains insurance coverage that includes coverage for physical damage to its oil and gas properties, third-party liability, workers' compensation and employers' liability, general liability, sudden pollution and other coverage. Statoil's insurance coverage includes deductibles that must be met prior to recovery. Statoil's external insurance is subject to caps, exclusions and limitations, and there is no assurance that such coverage will adequately protect Statoil against liability from all potential consequences and damages.

 

Statoil’s future performance depends on efficient operations and the ability to develop and deploy new technologies and new products

Our ability to remain efficient, to develop and adapt to new technology, to seek profitable renewable energy and other low-carbon energy solutions, are key success factors for future business. There is a possibility of Statoil not being able to define and implement the necessary changes due to the organisation’s capability, external competition or underestimated cost of implementing new technology. Any of these factors may have an adverse effect on Statoil’s future business goals.

 

Statoil may fail to secure the right level of workforce competence and capacity over the short and medium term

The uncertainty of the future of the oil industry in light of reduced oil and natural gas prices and climate policy changes, creates a risk in ensuring a robust workforce through industry cycles. The oil industry is a long term business and needs to take a long term perspective on workforce capacity and competence. Given the current extensive change agenda there is a risk that Statoil will fail to secure the right level of workforce competence and capacity.

 

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Statoil’s activities may be affected by international sanctions and trade restrictions

Statoil, like other major international energy companies, has a geographically diverse portfolio of reserves and operational sites, which may expose its business and financial affairs to political and economic risks, including operations in areas subject to international restrictions and sanctions.

 

Legislation and rules governing sanctions and trade restrictions are complex and constantly evolving. Moreover, changes in these laws and regulations can be unpredictable and happen swiftly. In addition, Statoil's business will constantly be subject to change. Accordingly, it should be understood that the below description does not reflect all parts of Statoil’s business where sanctions and trade restrictions are relevant, and that Statoil in the future could decide to take part in additional business activity where such laws and regulations are particularly relevant. While Statoil remains committed to doing business in compliance with all applicable sanctions and trade restrictions, there can be no assurance that no Statoil entity, officer, director, employee or agent is not in violation of such laws. Any such violation could result in substantial civil and/or criminal penalties and might materially adversely affect Statoil's business and results of operations or financial condition.

 

Statoil holds an interest in several different oil and gas projects in Russia both onshore and offshore. The majority of these projects result from a strategic cooperation with Rosneft Oil Company (Rosneft) initiated in 2012, some of these projects are located Arctic offshore and/or deepwater. In each of these projects, Rosneft holds the majority interest, while Statoil holds a minority interest. Sanctions imposed by Norway, the EU and the USA target, among others, Russia’s financial and energy sectors, including certain companies such as Rosneft and various affiliates, and specific activities related to oil exploration and production in the Arctic offshore area, and in deepwater or shale formation projects. Accordingly, aspects of the sanctions targeting Russia also affect Statoil’s business activity in the country. The continued progress of Statoil’s projects in Russia is, in part, dependent on various government authorisations and also the future development of sanctions and trade controls. Statoil continues to pursue its Russia business within the limitations of existing sanctions and trade controls. However, due to possible future developments there is no certainty that the projects can be progressed and concluded as initially planned.

Disclosure Pursuant to Section 13 (r) of the Exchange Act

Statoil is providing the following disclosure pursuant to Section 13(r) of the Exchange Act.

Statoil is a party to agreements with the National Iranian Oil Company (NIOC), namely, a Development Service Contract for South Pars Gas Phases 6, 7 & 8 (offshore part), an Exploration Service Contract for the Anaran Block and an Exploration Service Contract for the Khorramabad Block, which are located in Iran. Statoil's operational obligations under these agreements have terminated and the licenses have been abandoned.  The cost recovery program for these contracts was completed in 2012, except for the recovery of tax and obligations to the Social Security Organisation (SSO). Since 2013, after closing Statoil’s office in Iran, Statoil's activity was focused on a final settlement with the Iranian tax and SSO authorities relating to the above mentioned agreements.

During 2016 Statoil paid the equivalent of USD 0.13 million in tax to Iranian authorities. Also during 2016 Statoil paid the equivalent of USD 153 in stamp duty to Iran Tax Organisation. All payments were made in local currency (Iranian Rials). The funds utilised for these purposes were held by Statoil in EN Bank (Iran). Additionally, NIOC, on behalf of Statoil, in 2016 paid a tax obligation of USD 2.47 million equivalent in Iranian Rial to the local tax authorities. The amount was settled towards recoverable costs from NIOC to Statoil.

Since 2009 Statoil has transparently and regularly provided information about its Iran related activity to the US State Department as well as to the Norwegian Ministry of Foreign Affairs. In a letter from the US State Department of 1 November 2010, Statoil was informed that the company was not considered to be a company of concern based on its previous Iran-related activities. 

Statoil generated no net profit from the aforementioned 2016 activities. Payments of the above mentioned nature are expected to be made also in 2017, in relation to Statoil’s continued efforts to settle all remaining obligations related to its above mentioned historic activity in Iran.

 

Legal and regulatory  risks

 

Compliance with health, safety and environmental laws and regulations that apply to Statoil's operations could materially increase its costs. The enactment of such laws and regulations in the future is uncertain.

Statoil incurs, and expects to continue to incur, substantial capital, operating, maintenance and remediation costs relating to compliance with increasingly complex laws and regulations for the protection of the environment and human health and safety, including:

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·           higher price on greenhouse gas emissions

·           costs of preventing, controlling, eliminating or reducing certain types of emissions to air and discharges to the sea

·           remediaying of environmental contamination and adverse impacts caused by Statoil's activities

·           compensation of cost related to persons and/or entities claiming damages as a result of Statoil's activities

 

Statoil`s activity is increasingly subject to statutory strict liability in respect of losses or damage suffered as a result of pollution caused by spills or discharges of petroleum from petroleum facilities.

 

Compliance with laws, regulations and obligations relating to climate change and other environmental regulations could result in substantial capital expenditure, reduced profitability as a result of changes in operating costs, and adverse effects on revenue generation and strategic growth opportunities. Statoil regularly assesses how changes in regulations, including introduction of stringent climate policies, may impact the oil price, the costs of developing new oil and gas assets, and the demand for oil and gas.

 

Statoil's operations in Norway are subject to emissions taxes as well as emissions allowances granted for Statoil's larger European operations under the EU Emissions Trading System. The agreed strengthening of the European Union's emission trading scheme may result in higher costs for installations at the NCS as the price of the EU ETS emissions allowances is expected to increase significantly towards 2030.

 

The Paris Agreement on climate change entered into force in November 2016. Norway, collectively with the European Union, intends to deliver 40% reductions in greenhouse gas emissions by 2030. The national targets are intended to be strengthened every five years. Additionally, Norway has set an ambition to achieve close to net zero emissions by 2050.  The implications for the industry are not clear, however requirements to reduce emissions could result in increased costs.

 

Statoil's investments in North American onshore producing assets will be subject to evolving regulations that could affect these operations and their profitability (see also the risks related to hydraulic fracturing above). In the United States, the US Environmental Protection Agency (EPA) has taken steps to regulate greenhouse gas emissions under the Clean Air Act, including methane emissions from upstream oil and gas production. In 2016 the EPA finalized new source performance standards for methane emissions and began a process of information collection to inform further methane-related rulemaking. Statoil could incur higher operating costs in order to comply with any such new regulations and data gathering requirements.

 

Statoil is exposed to risk of supervision, review and sanctions for violations of regulatory laws at the supranational and national level. These include, among others, competition and antitrust laws and financial and trading. 

Statoil's products are marketed and traded worldwide and therefore subject to competition and antitrust laws at the supranational and national level in multiple jurisdictions. Statoil is exposed to investigations from competition and antitrust authorities, and violations of the applicable laws and regulations may lead to substantial fines.

 

Statoil is also exposed to financial review from financial supervisory authorities such as the Norwegian Financial Supervisory Authority (FSA) and the US Securities and Exchange Commission (the SEC). Reviews performed by these authorities could result in changes to previous accounts and future accounting policies.

 

Statoil is listed on both the Oslo Børs and New York Stock Exchange (NYSE), and is registered with the SEC. Statoil is required to comply with the continuing obligations of these regulatory authorities, and violation of these obligations may result in imposition of fines or other sanctions.

 

The Norwegian Petroleum Supervisor (PSA) supervises all aspects of Statoil's operations, from exploration drilling through development and operation, to cessation and removal. Its regulatory authority covers the whole NCS as well as petroleum-related plants on land in Norway. Statoil is exposed to supervision from PSA, and as its business grows internationally other regulators, and such supervision could result in audit reports, orders and investigations.

 

The formation of a competitive internal gas market within the European Union (EU) and the general liberalisation of European gas markets could adversely affect Statoil's business.

The continuing liberalisation of EU gas markets following legislative instruments rolled out in 2011 and the implementation of these legislative instruments by member states, could affect Statoil's market position or result in a reduction in prices in Statoil's gas sales contracts. Statoil's exposure to hub gas prices has increased and correspondingly increased Statoil’s exposure to price volatility. Statoil continually monitors its contractual obligations and makes efforts to negotiate the most competitive pricing and other conditions available in the market. 

 

The EU-wide quantity of carbon allowances issued each year under the Emission Trading Scheme (ETS) for greenhouse gas emission allowances began to decrease in a linear manner in 2013. The ETS can have a positive or negative impact on Statoil, depending on the price of carbon, which will consequently have an impact on the development of gas-fired power generation in the EU. Until now, the carbon price has been too low to replace coal with gas fired generation capacity. This effect has been worsened by heavy subsidising of renewables which has caused gas fired power plants to shut down. Current EU climate and energy policies do

80     Statoil, Annual Report on Form 20-F 2016       


 

not address this problem, but there is a tendency towards more market based subsidies in the new guidelines on environment and energy aid.

 

Political and economic policies of the Norwegian State could affect Statoil’s business.

The Norwegian State plays an active role in the management of NCS hydrocarbon resources. In addition to its direct participation in petroleum activities through the State's direct financial interest (SDFI) and its indirect impact through legislation, such as tax and environmental laws and regulations, the Norwegian State, among other things, awards licences for exploration, production and transportation, approves exploration and development projects and applications for production rates for individual fields and may, if important public interests are at stake, also instruct Statoil and other oil companies to reduce petroleum production. Furthermore, in the production licences in which the SDFI holds an interest, the Norwegian State has the power to direct petroleum licences' actions in certain circumstances.

 

If the Norwegian State were to take additional action under its activities on the NCS or to change laws, regulations, policies or practices relating to the oil and gas industry, Statoil's NCS exploration, development and production activities and the results of its operations could be affected.

 

Risks related to state ownership

This section discusses some of the potential risks relating to Statoil’s business that could derive from the Norwegian State's majority ownership and from Statoil’s involvement in the SDFI.

 

The interests of Statoil’s majority shareholder, the Norwegian State, may not always be aligned with the interests of Statoil’s other shareholders, and this may affect Statoil’s decisions relating to the NCS

The Norwegian Parliament, known as the Storting, and the Norwegian State have resolved that the Norwegian State's shares in Statoil and the SDFI's interest in NCS licences must be managed in accordance with a coordinated ownership strategy for the Norwegian State's oil and gas interests. Under this strategy, the Norwegian State has required Statoil to continue to market the Norwegian State's oil and gas together with Statoil's own oil and gas as a single economic unit.

 

Pursuant to this coordinated ownership strategy, the Norwegian State requires Statoil, in its activities on the NCS, to take account of the Norwegian State's interests in all decisions that may affect the development and marketing of Statoil's own and the Norwegian State's oil and gas.

 

The Norwegian State directly held 67% of Statoil's ordinary shares as of 31 December 2016. Based on the Norwegian Public Limited Companies Act, the Norwegian State effectively has the power to influence the outcome of any vote of shareholders due to the percentage of Statoil's shares it owns, including amending its articles of association and electing all non-employee members of the corporate assembly. The employees are entitled to be represented by up to one-third of the members of the board of directors and one third of the corporate assembly. 

 

The corporate assembly is responsible for electing Statoil's board of directors. It also makes recommendations to the general meeting concerning the board of directors' proposals relating to the company's annual accounts, balance sheet, allocation of profit and coverage of loss. The interests of the Norwegian State in deciding these and other matters and the factors it considers when casting its votes, especially under the coordinated ownership strategy for the SDFI and Statoil's shares held by the Norwegian State, could be different from the interests of Statoil's other shareholders.

 

If the Norwegian State's coordinated ownership strategy is not implemented and pursued in the future, then Statoil's mandate to continue to sell the Norwegian State's oil and gas together with its own oil and gas as a single economic unit is likely to be prejudiced. Loss of the mandate to sell the SDFI's oil and gas could have an adverse effect on Statoil's position in the markets in which it operates.

 

For further information about the mandate to sell the Norwegian State's oil and gas, see SDFI oil and gas marketing and sale in section 2.7 Corporate .

 

Risk management

Statoil’s overall risk management approach includes identifying, evaluating and managing risk in all its activities. In order to achieve optimal corporate solutions, Statoil bases its risk management on an enterprise-wide risk management approach. Statoil defines risk as a deviation from a specified reference value and the uncertainty associated with it. A positive deviation is defined as an upside risk, while a negative deviation is a downside risk. The reference value is most commonly a forecast, percentile or target. Statoil has an enterprise risk management (ERM) approach, which means that:

Statoil, Annual Report on Form 20-F 2016      81  


 

·           focus is on the value impact for Statoil

·           risk is managed to make sure that Statoil’s operations are safe and in compliance with Statoil’s requirements and

·           focus is on risk and reward at all levels in the organisation

 

Risk is managed in the business line and is an integral part of any manager’s responsibility. However, some risks are managed at corporate level. This includes oil and natural gas price risks, interest and currency risks, risk dimension in the strategy work, prioritisation processes and capital structure discussions.

 

Statoil’s corporate risk committee (CRC) is headed by the chief financial officer and its members include representatives of the principal business areas. It is an enterprise risk management advisory body that primarily advises the chief financial officer, but also the business areas' management on specific issues. The CRC assesses and advises on measures aimed at managing the overall risk to the group, and it proposes appropriate measures to adjust risk at the corporate level. The CRC is also involved in reviewing and developing Statoil’s risk policies. The committee meets regularly during the year to support Statoil’s risk management strategies, including hedging and trading strategies, as well as risk management methodologies. It regularly receives risk information that is relevant to it from Statoil’s corporate risk department.

·           The following section describes how Statoil manages the market risks to which Statoil is exposed

 

Managing operational risk

Statoil manages risk in order to ensure safe operations and to achieve its corporate goals in compliance with its requirements

·           All risks are related to Statoil's value chain, which denotes the value that is added in each step - from access, maturing, project execution and operation to market. In addition to the economic impact these risks could have on Statoil's cash flows, Statoil has a strong focus on avoiding HSE and integrity-related incidents (such as accidents, fraud and corruption). Most of the risks are managed by the principal business area line managers. Some operational risks are insurable and insured by Statoil’s captive insurance company operating in the Norwegian and international insurance markets

·           Statoil’s risk management process is based on ISO31000 Risk management – principles and guidelines. The process provides a standardised framework and methodology for assessing and managing risk. A standardisation of the process across Statoil ASA and its subsidiaries allows for comparable risk levels and efficiency in decisions and it enables the organisation to create sustainable value while seeking to avoid incidents. The process seeks to ensure that risks are identified, analysed, evaluated and managed. Risk adjusting actions are subject to a cost benefit evaluation (except certain safety related risks which are subject to specific regulations)

 

Managing financial risk

The results of Statoil’s operations depend on a number of factors, most significantly those that affect the price it receives for the products

Statoil has developed policies aimed at managing the financial volatility inherent in some of the business exposures. In accordance with these policies, Statoil enters into various financial and commodity-based transactions (derivatives). While the policies and mandates are set at the company level, the business areas are responsible for marketing and trading commodities and for managing commodity-based price risks within mandates. Interest, liquidity, liability and credit risks are managed by the company's central finance department.

 

The factors that influence the results of Statoil’s operations include: the level of crude oil and natural gas prices, trends in the exchange rate between mainly the USD, EUR, GBP and NOK; Statoil’s oil and natural gas production volumes, which in turn depend on entitlement volumes under PSAs and available petroleum reserves, and Statoil’s own, as well as partners' expertise and cooperation in recovering oil and natural gas from those reserves; and changes in Statoil’s portfolio of assets due to acquisitions and disposals.

 

Statoil’s results will also be affected by trends in the international oil industry, including possible actions by governments and other regulatory authorities in the jurisdictions in which Statoil operates, or possible or continued actions by members of the Organization of Petroleum Exporting Countries (OPEC) and/or other producing nations that affect price levels and volumes, refining margins, the cost of oilfield services, supplies and equipment, competition for exploration opportunities and operatorships, and deregulation of the natural gas markets, all of which may cause substantial changes to existing market structures and to the overall level and volatility of prices and price differentials.

 

The following table shows the yearly averages for quoted Brent Blend crude oil prices, natural gas average sales prices, refining reference margins and the USD/NOK exchange rates for 2016, 2015 and 2014.  

 

Yearly average

2016

2015

2014

 

 

 

 

Average Brent oil price (USD/bbl)

43.7

52.4

98.9

Average invoiced gas prices - Europe (USD/mmbtu)

5.2

7.1

9.5

Refining reference margin (USD/bbl)

4.8

8.0

4.7

USD/NOK average daily exchange rate

8.4

8.1

6.3

 

 

 

 

82     Statoil, Annual Report on Form 20-F 2016       


 

 

The illustration shows the indicative full-year effect on the financial result for 2017 given certain changes in the crude oil price, natural gas contract prices and the USD/NOK exchange rate. The estimated price sensitivity of Statoil’s financial results to each of the factors has been estimated based on the assumption that all other factors remain unchanged. The estimated indicative effects of the negative changes in these factors are not expected to be materially asymmetric to the effects shown in the illustration. 

 

Significant downward adjustments of Statoil’s commodity price assumptions will result in impairment losses on certain producing and development assets in the portfolio. See note 10 Property, plant and equipment a nd note 11 Intangible assets to the Consolidated financial statements for sensitivity analysis related to impairment losses.

 

Statoil assesses oil and gas price hedging opportunities on a regular basis as a tool with regard to financial robustness and flexibility.

 

Fluctuating foreign exchange rates can have a significant impact on the operating results. Statoil’s revenues and cash flows are mainly denominated in or driven by USD, while a large portion of the operating expenses, capital expenditures and income taxes payable accrue in NOK. Statoil seeks to manage this currency mismatch by issuing or swapping non-current financial debt in USD. This long-term funding policy is an integrated part of our total risk management programme. Statoil also engages in foreign currency management in order to cover the non-USD needs, which are primarily in NOK. In general, an increase in the value of USD in relation to NOK can be expected to increase Statoil’s reported earnings.

 

Historically, Statoil’s revenues have largely been generated by the production of oil and natural gas on the NCS. Norway imposes a 78% marginal tax rate on income from offshore oil and natural gas activities (a symmetrical tax system). For further information, see Taxation of Statoil in section 2.7 Corporate.

 

Statoil’s earnings volatility is moderated as a result of the significant proportion of its Norwegian offshore income that is subject to a 78% tax rate in profitable periods, and the significant tax assets generated by its Norwegian offshore operations in any loss-making periods. The basis for taxation is 3% of the dividend received, which is subject to the standard income tax rate (reduced from 25% in 2016 to 24% in 2017). Dividends received from Norwegian companies and from similar companies resident in the EEA for tax purposes, in which the recipient holds more than 90% of the shares and votes, are fully exempt from tax. Dividends from companies resident in the EEA that are not similar to Norwegian companies, companies in low-tax countries and portfolio investments outside the EEA will, under certain circumstances, be subject to the standard income tax rate (reduced from 25% in 2016 to 24% in 2016) based on the full amounts received.

 

Financial risk management

Statoil's business activities naturally expose the group to financial risk. The group's approach to risk management includes identifying, evaluating and managing risk in all activities using a top-down approach for the purpose of avoiding sub-optimisation and utilising correlations observed from a group perspective. Summing up the different market risks without including the correlations will

Statoil, Annual Report on Form 20-F 2016      83  


 

overestimate Statoil’s total market risk. For this reason, Statoil utilises correlations between all of the most important market risks, such as oil and natural gas prices, product prices, currencies and interest rates, to assess the overall market risk. This approach also reduces the number of unnecessary transactions, which reduces transaction costs and avoids sub-optimisation.

 

In order to achieve the above effects, Statoil has centralised trading mandates (financial positions taken to achieve financial gains, in addition to established policies) so that all major/strategic transactions are coordinated through the CRC. Local trading mandates are therefore relatively small.

 

Statoil's activities expose the company to the following financial risks: market risks (including commodity price risk, interest rate risk and currency risk), liquidity risk and credit risk. For a discussion of financial risk management see note 5 Financial risk management in the Consolidated financial statements.

 

Disclosures about market risk

Statoil uses financial instruments to manage commodity price risks, interest rate risks, currency risks and liquidity risks. Significant amounts of assets and liabilities are accounted for as financial instruments.

 

See note 25 Financial instruments: fair value measurement and sensitivity analysis of market risk in the Consolidated financial statements, for details of the nature and extent of such positions, and for qualitative and quantitative disclosures of the risks associated with these instruments.

 

84     Statoil, Annual Report on Form 20-F 2016       


 

2.11 SAFETY, SECURITY AND SUSTAINABILITY

 

Safety and security

Safety and security risks are particularly relevant for the oil and gas industry, because our core activities involve the risk of accidents and incidents. We work with flammable hydrocarbons at high pressure, often in harsh offshore environments and at height or depths. Oil spills are a major risk we need to handle in both our offshore and onshore oil and gas operations. To this end we have established a global oil spill response system, which includes close collaboration with industry peers and national and local communities.

 

We focus on identifying safety and security risks and having in place procedures and work processes to control them. Our objective is to be an industry leader in ensuring safe and secure operations that protect our people, the environment, the communities we work with and our assets.

 

For Statoil, 2016 was marked by two accidents with fatalities.  A helicopter accident, in April, at Turøy in Norway in which 13 people were killed while travelling from the Gullfaks B platform in the North Sea. In May, one person was killed in an accident while working on the fabrication of a Statoil rig at the Samsung shipyard in Geoje, South Korea.

 

We also experienced a number of serious incidents in 2016, two of which had a major accident potential. At the Sture terminal (Norway) five people were exposed to H 2 S gas (hydrogen sulphide) in October while working at a treatment facility for oily water inside the terminal area. All affected workers have since recovered after this incident. Statoil implemented immediate actions to avert this problem at all Statoil onshore plants where H 2 S could cause a hazard.

 

Also in October, complications occurred during work to remove the production string from a well on the drilling rig Songa Endurance in the Troll field (Norway). There were no personal injuries, but drill mud containing gas was released. Procedures for handling well barriers have been strengthened.

 

All serious incidents are investigated in order to understand the causes and extract lessons learned to improve safety in the future.  We use serious incident frequency (SIF) as a key indicator to monitor safety performance.

 

Our total serious incident frequency (SIF), including both actual and potential incidents, increased in 2016, with 0.8 incidents per million hours worked, compared to 0.6 in 2014 and 2015.

 

Total recordable injuries per million hours worked (TRIF) was 2.9 in 2016, compared to 2.7 in 2015.

 

The decline in our safety performance experienced in 2016 follows a decade of solid safety improvement.

 

Statoil has implemented a safety performance improvement programme to deal with this development. The main elements of the programme address risk management, safety guidance and practice, working safely with suppliers, safety leadership and engagement of the whole organisation.

 

In 2016, the total number of serious oil and gas leakages (with a leakage rate above 0.1 kg per second) was 18, down from 21 in 2015. Preventing oil and gas leakages is important to avoid of major accidents.

 

Statoil, Annual Report on Form 20-F 2016      85  


 

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Our performance over the past five years, related to oil spills, shows a significant reduction in the number of oil spills per year. From 2015 to 2016 there was a reduction in the number of oil spills from 172 to 148 spills. However, the total volume of oil spilt increased from 31 m³ in 2015 to 61 m³ in 2016. The largest oil spills in 2016 were in Norway. They included a 35 m³ oil spill from the Mongstad refinery, due to corrosion in a pipe and a 7 m³ oil spill from a leak in the export pipeline from Troll B.

 

Security is an important consideration for the energy industry. We assess security threats and risks on a continuous basis in order to achieve effective and proportionate security risk management. The terrorist attack against the Krechba plant in Algeria, in March, highlighted the security situation in North Africa.  This was the single incident with the most significant impact for Statoil during 2016. In 2016 we continued our improvement programme in accordance with our road map to further strengthen our security culture and capabilities by 2020, focusing on areas such as competence and awareness, working with our suppliers and improving compliance.

 

Health and work environment

Statoil is committed to providing a healthy working environment for its employees. Systematic efforts are made to design and improve working conditions in order to prevent occupational injuries, work-related illness and sickness absence, due to both physical and psychosocial risk factors. A proactive psychosocial risk indicator is used to monitor health and work environment risk factors, in addition to the work related illness frequency indicator.

 

The most significant risk factors related to the work environment are noise, ergonomics, chemical risk as well as psychosocial conditions. In 2016, Statoil continued to fund research into exposure control for noise and chemicals, and research in to stroke treatment during evacuation from offshore facilities.

 

The sickness absence rate for Statoil ASA employees increased slightly from 4.1% in 2015 to 4.3% in 2016.

 

Climate change

Statoil supports the ambition set by the Paris Climate Agreement of December 2015 to limit the average global temperature rise to well below two degrees centigrade compared to pre-industrial levels by 2100. Our corporate ambition is to develop our business in support of the Paris Climate Agreement

 

Statoil’s approach to climate change as outlined in our climate roadmap focuses on:

 

·           building a high value, low carbon oil and gas portfolio

·           creating a material industrial position in new energy solutions

·           accountability and collaboration.

 

Climate change is complex and requires global and cross sector cooperation. We are committed to working with our suppliers, customers, governments and peers to find innovative and commercially viable ways to reduce emissions across the oil and gas value chain. To spur technology development, for example, we continued through 2016 with our research and development (R&D) partnership with GE. In November 2016 we launched the USD 1 billion Climate Investments partnership with our global peers through the CEO-led Oil and Gas Climate Initiative (OGCI).  And through our participation in the government-led Climate and Clean Air Coalition’s Oil and Gas Methane Partnership (OGMP) we continued our efforts to systematically address methane emissions and report on annual progress.

 

We work with governments and other organisations to support climate and energy policies that encourage fuel switching from coal to gas, growth in renewables, the deployment of carbon capture usage and storage (CCUS) and other low carbon solutions, and efficient production, distribution and use of energy globally. We have also teamed up with global peers through OGCI to help shape the industry’s climate response. Through the World Bank led Carbon Pricing Leadership Coalition and our membership of the International Emission Trading Association we continued our advocacy for a price on carbon during 2016. And through our membership in the OGCI and World Business Council for Sustainable Development (WBCSD) we expressed our continued support for the ambitions of the Paris climate agreement. Statoil is an endorser of the World Bank Global Gas Flaring Reduction Partnership and w e have made a commitment to contribute to stopping routine flaring by 2030 through the World Bank Zero Routine Flaring by 2030 initiative.

 

The corporate executive committee and board of directors’ review climate change related business risks and opportunities, including market, regulatory and physical risk factors. We use tools such as internal carbon pricing, scenario planning and stress testing of projects against various oil and gas price assumptions. Statoil routinely tracks technology developments and changes in regulations, including the introduction of stringent climate policies, and assesses how these may impact the oil price, the costs of developing new oil and gas assets, and the demand for oil and gas.

 

Statoil initiated stress testing of our project portfolio against the International Energy Agency (IEA) and our own energy scenarios, in 2015, in response to a shareholder request. The stress test includes a range of price assumptions for oil, gas and carbon. Both Statoil’s and the IEA’s price assumptions may differ from actual and future oil, gas and carbon prices. As such, there can be no assurance that the analysis is a reliable indicator of the actual future impact of climate change on Statoil.

 

86     Statoil, Annual Report on Form 20-F 2016       


 

Statoil’s efforts to reduce direct greenhouse gas emissions include improving energy efficiency; reducing methane emissions; eliminating routine flaring and scaling up carbon capture usage and storage (CCUS).

 

One of the most significant contributions to our emissions reductions in 2016 has been our efforts to reduce flaring at our Bakken (USA) asset. This contributed around 100 thousand tonnes to the total emission reductions. Energy efficiency improvements at our onshore facilities in Norway and the Kalundborg refinery in Denmark realised an additional 100 thousand tonnes in carbon dioxide (CO 2 ) reductions in 2016.

 

For our offshore operations in Norway we set a target in 2008 to achieve improved energy efficiency by 2020 equivalent to 800 thousand tonnes of CO 2 emissions (the so called Konkraft target). This was already achieved during 2015 through the implementation of energy efficiency projects. So we have raised the target to a total of 1.2 million tonnes of CO 2 emissions for the period 2008 to 2020.

 

The production from Statoil operated assets decreased from 1,073 million boe in 2015 to 1,030 million boe in 2016 1 . The corresponding greenhouse gas emissions (so called Scope 1 emissions) decreased from 16.3 million tonnes CO 2 equivalents in 2015 to 15.4 million tonnes in 2016. Greenhouse gas emissions include carbon CO 2 and methane (CH 4 ), where CO 2 constitutes the largest part (14.8 million tonnes in 2016 compared to 15.4 tonnes in 2015). Methane (CH 4 ) emissions decreased from 36.3 thousand tonnes in 2015 to 24.2 thousand tonnes in 2016.

 

The decrease in CO 2 emissions in 2016, relative to 2015, was the result of emissions reductions efforts, reduced exploration activity and operational disruptions associated with turnarounds at our facilities on the Norwegian continental shelf and our onshore oil refining and gas processing facilities in Norway and Denmark. The 33% decrease in methane emissions in 2016, compared to 2015, was largely due to a change in methodology for the estimation of fugitive emissions for our Norwegian continental shelf assets, and updated fugitive emissions measurements for our oil refining and gas processing facilities.

 

In 2016, we introduced a 2030 carbon intensity target of 8 kg CO 2 per boe for our upstream exploration and production activities. This supplements the 2020 carbon intensity target of 9 kg of CO 2 per boe by 2020 established in 2015. These targets are based on production and emission forecasts and emission reduction targets for each business area. Our targets are subject to significant uncertainty because they relate to events and circumstances that will occur in the future. Changes in our asset portfolio and production can also affect the result for a particular year.

 

Upstream carbon intensity was established as a corporate-wide key performance indicator in 2016. It was included in the assessment of reward for the CEO. Statoil’s upstream carbon intensity in 2016 was 10 kg CO 2 per boe, less than 60% of the industry average of 17 kg as measured by the International Association of Oil and Gas Producers (Environmental Performance Indicators, 2015 data).

 

Statoil’s operations in Europe are subject to emissions allowances according to the EU Emissions Trading System (EU ETS). Statoil’s Norwegian operations are subject to both the Norwegian offshore CO 2 tax and EU ETS quotas. In 2016, Statoil paid some USD 496 million in CO 2 tax and quotas compared to USD 476 million in 2015.


1 Climate and e nvironmental performance data represent the total for Statoil operated assets (i.e. reflecting operational control rather than equity share), except for scope 3 emissions.

 

Statoil, Annual Report on Form 20-F 2016      87  


 

 

 

Growth opportunities for Statoil within renewables and new energy solutions include both commercial investments and research and development (R&D). To date Statoil has invested USD 2.3 billion in offshore wind projects and is engaged in carbon ca pture usage and storage. In 2016 approximately 17% (USD 52.4 million) of Statoil’s spend on R&D efforts addressed energy efficiency, carbon capture and renewables.

 

Environmental impact and resource efficiency

Statoil is committed to using resources efficiently and responsible management of waste, emissions to air and impacts on ecosystems. This reduces the impact on the local environment and can also save costs.

 

Responsible water management is important for Statoil. Total fresh water consumption decreased from 14.5 million cubic metres in 2015 to 13.5 million cubic metres in 2016. The main contributor to this decrease in water consumption was the lower number of wells fracked, relative to 2015, in our US onshore shale and tight oil assets. We work actively to improve water efficiency in our onshore activities in North America, through means such as water recycling and substituting fresh water with brackish water.

 

Nitrogen oxide emissions were 39 thousand tonnes in 2016, down from 42 thousand tonnes in 2015. Sulphur oxide emissions were 1.8 thousand tonnes, down from 2.5 thousand tonnes in 2015. Total emissions of non-methane volatile organic compounds were 49 thousand tonnes in 2016, down from 60 thousand tonnes in 2015.

 

Statoil is concerned with valuing and protecting biodiversity and ecosystems and follows precautionary principles to minimise potential negative effects of the company’s activities. Statoil supports research programmes to increase knowledge about ecosystems and biodiversity and collaborates with industry peers to share knowledge and develop tools for biodiversity management. In addition, Statoil works with our suppliers to minimise invasive aquatic species and reduce risks pertaining to accidental spills related to shipping transportation.

 

During 2016 we saw a 42% rise in the volume of hazardous waste generated, from 309 thousand tonnes in 2015 to 438 thousand tonnes in 2016. The main contributor to this volume increase was drilling and well start-up activities, on the Norwegian continental shelf, at locations without treatment facilities for oil contaminated water. As such the untreated oil contaminated water was sent to shore for treatment.

 

A change was made, in 2016, to the definitions we use for reporting of hazardous waste recovery. Previously, treated oil contaminated water was not included in our categorisation of recovered hazardous waste. From 2016, treated oil contaminated water will be included in our hazardous waste recovery calculations. The rationale for this change is alignment with the way both our peers and the contractors handling our waste are reporting. It also serves to highlight the company’s efforts to treat hazardous waste. The impact on our waste recovery rate is significant, with a rise from 16% in 2015 to 84% for 2016.

 

For our US onshore operations drill cuttings and produced and flow-back water are exempt from hazardous waste regulations. Consequently, these exempt wastes are not included in the hazardous waste generation or recovery figures. For our US onshore operations in 2016 81 thousand tonnes of drill cuttings and solid waste were sent to landfill, and 4.3 million cubic meters of produced and flow back water was directed to deep well disposal.

 

In 2016 the volume of non-hazardous waste generated for all Statoil operated assets was 50 thousand tonnes, and the recovery rate was 56% in 2016 compared to 63% in 2015. Regular discharges of oil to water were 1.4 thousand tonnes in 2016, the same as for 2015.

 

Working with suppliers

Statoil is committed to using suppliers who operate in accordance with Statoil’s values and who maintain high standards of safety, security and sustainability. These aspects are incorporated in all phases of the procurement process. Potential suppliers must meet Statoil’s minimum requirements in order to qualify as a supplier, including those related to safety, security and sustainability.

 

Statoil expect our suppliers to comply with applicable laws, respect internationally recognised human rights and adhere to ethical standards which are consistent with our ethical requirements, when working for Statoil. Potential suppliers for contracts valued at more than USD 800 thousand are, in addition, required to sign Statoil’s Supplier Declaration, which establishes minimum requirements for ethics, anti-corruption, environment, health, safety, respect for human rights, and for further promoting these requirements among their own suppliers. Potential suppliers are also screened for integrity risk, in accordance with our procedures for integrity due diligence.

 

Human rights

Statoil seeks to conduct its business in a way that is consistent with the UN Guiding Principles on Business and Human Rights (the UN Guiding Principles), the ten UN Global Compact principles and the Voluntary Principles on Security and Human Rights. Statoil is committed to respecting internationally recognised human rights as laid out in the International Bill of Human Rights, the International Labour Organization's 1998 Declaration on Fundamental Rights and Principles at Work, and applicable standards of international humanitarian law.

 

Labour rights and working conditions for our workforce and suppliers, human rights of individuals in communities and human rights in security arrangements are the three broad focus areas for human rights for Statoil’s activities.

 

88     Statoil, Annual Report on Form 20-F 2016       


 

Human rights aspects are integrated into relevant internal management processes, tools and training. On-going activities, business relationships and new business opportunities are assessed for potential human rights impacts and aspects, following a risk-based approach. In 2016, supplier screening and verification practices were strengthened.

 

In 2016 Statoil focused on strengthening its processes for managing human rights in our supply chain and on raising awareness through training. We strengthened our human rights risk screening and verification tools and conducted 65 supplier verifications across 21 countries in 2016. Over 800 employees attended classroom training about human rights in the supply chain.

 

During 2016 Statoil’s Human Rights Steering Committee (HRSC), responsible for overseeing the development and implementation of Statoil’s human rights policy, closely followed the ongoing implementation efforts and provided guidance on human rights related reporting requirements.

 

Statoil recognises that a company-wide commitment to respect human rights requires continuous training and awareness raising in order to embed good practices throughout the organisation. To this effect additional human rights training materials, including a human rights e-learning programme were developed in 2016. During 2016 over 3,000 staff and hired contractors have registered for the e-learning course.

 

The context of Statoil’s operations requires that security services are engaged to safeguard Statoil’s people and property. Particular focus is needed to ensure respect for human rights in security arrangements, in jurisdictions where security services are not well regulated or security personnel are not adequately trained. Statoil follows international standards of good practices in security and human rights. Statoil’s commitment

 to the   Voluntary Principles on Security and Human Rights is reflected in policies and procedures for risk assessment, deployment, training and follow-up of private and public security providers.

 

Transparency, ethics and anti-corruption

Transparency is a cornerstone of good governance. It is embodied in our corporate values. Transparency allows business to prosper in a predictable and competitive environment and enables society to hold governments and business accountable. Statoil supports and promotes effective, transparent and accountable management of wealth derived from the extractives industries.

 

Statoil supports and engages in global transparency initiatives through its membership in the Extractive Industries Transparency Initiative (EITI), the United Nations Global Compact Anti-Corruption Working Group and the World Economic Forum’s Partnering Against Corruption Initiative (PACI). Statoil was one of the first major oil and gas companies to voluntarily start disclosing payments to governments on a country-by-country basis. Our 2016 Payments to Governments report discloses payments per project for our extractive activities, in accordance with mandatory requirements in Norway.

 

Statoil believes that doing business in an ethical and transparent manner is a prerequisite for sustainable business. Statoil’s Code of Conduct (the Code) prohibits all forms of corruption, including facilitation payments. Statoil maintains a robust company-wide anti-corruption compliance programme to implement our zero-tolerance policy. A global network of compliance officers is integrated into our business activities to ensure the appropriate consideration is given to ethics and anti-corruption in Statoil’s business activities, regardless of where they take place.

 

The Code reflects Statoil’s values and the commitment to high ethical standards in business activities. It describes our requirements in areas such as anti-corruption, fair competition, human rights and a non-discriminatory working environment with equal opportunities. It applies to Statoil employees, board members and hired personnel.

 

Statoil seeks to work with others who share the company’s commitment to business integrity and who have codes of conduct consistent with Statoil’s Code. Before entering into a new business relationship, or extending an existing one, the relationship has to satisfy Statoil’s integrity due diligence requirements. Statoil have a process to develop in-depth knowledge of our suppliers, partners, and the markets in which we work. Our vetting process is risk-based, allowing us to target resources where we see potential concerns. In joint ventures and business partnerships that are not controlled by Statoil, Statoil encourages the adoption of ethics and anti-corruption policies and procedures that are consistent with the company’s standards.

 

All employees have to confirm annually that they understand and will comply with the Code. The purpose of this confirmation is to remind the individual about their duty to comply with Statoil’s values and ethical requirements. Disciplinary measures are in place for anyone working for Statoil who does not comply with the code. This may entail termination of their contract.

 

The Code requires reporting of possible violations of our ethical requirements or other unethical misconduct. Concerns can be reported through internal channels or through the publicly available Ethics Helpline, which allows for anonymous reporting. The number and types of cases from the helpline is reported quarterly to the board of directors. In 2016 we received 51 cases through the Ethics Helpline.

 

Other relevant reports

More information about Statoil's policies and approach taken to manage safety and sustainability performance is available on our corporate website. Information on our activities, plans and performance in 2016 is available in Statoil ASA’s 2016 Sustainability Report, which has been prepared with reference to the Global Reporting Initiative G4 Guidelines. This report is also available on our corporate website: www.statoil.com

 

Statoil, Annual Report on Form 20-F 2016      89  


 

2.12 OUR PEOPLE

In Statoil we work together to shape the future of energy in a partnership between the organisation and the individual. We all apply our skills and personal commitment to help Statoil towards achieving our vision.

 

Statoil aims to offer challenging and meaningful job opportunities that attract and retain the right people. Through our engagement, creativity and collaboration, we aim to build a better Statoil for tomorrow. We are committed to creating a caring and inspiring working environment, promoting diversity and equal opportunities for all employees.

 

At the same time, given the current commercial environment, the company continues to focus on efficiency. We are committed to doing this in a way that is respectful and considerate to those affected. In particular, employees are involved in initiatives to increase efficiency. Employees have demonstrated strong engagement in this process, which is also confirmed by the high employee engagement score of 4.6 (6 being the highest) in the 2016 Global People Survey (GPS).

 

Learning and development is at the core of Statoil. We encourage our employees to take responsibility for their own learning and development, continuously build new skills and share knowledge. Our corporate university is our platform for learning. It enables the company to build the capabilities needed to deliver on its strategy, continuously improve, and take the lead in developing leadership and technology. People@Statoil is our common process for people development, deployment, performance and reward. It is an integrated part of performance management and applies to all employees.

 

EMPLOYEES IN STATOIL

The Statoil group employs 20,539 employees. Of these, approximately 18,000 are employed in Norway and approximately 2,500 outside Norway.

  

 

 

Number of employees

Women

Permanent employees and percentage of women in the Statoil group

2016

2015

2014

2016

2015

2014

 

 

 

 

 

 

 

Norway

18,034

18,977

19,670

30%

30%

30%

Rest of Europe

838

855

909

28%

29%

31%

Africa

78

98

117

36%

35%

34%

Asia

73

97

135

59%

36%

52%

North America

1,230

1,265

1,375

35%

35%

34%

South America

286

289

310

37%

38%

40%

 

 

 

 

 

 

 

Total

20,539

21,581

22,516

31%

30%

31%

 

 

 

 

 

 

 

Non-OECD

541

590

677

40%

40%

40%

 

Total workforce by region, employment type and new hires in the Statoil group in 2016

 

 

 

 

 

 

 

 

Geographical Region

Permanent employees

Consultants

Total Workforce 1)

Consultants (%)

Part time (%)

New hires

 

 

 

 

 

 

 

 

Norway

18,034

321

18,355

2%

3%

81

Rest of Europe

838

82

920

9%

2%

66

Africa

78

3

81

4%

NA

6

Asia

73

2

75

3%

NA

2

North America

1,230

94

1,324

7%

0%

89

South America

286

2

288

1%

2%

7

 

 

 

 

 

 

 

 

Total

20,539

504

21,043

2%

3%

251

 

 

 

 

 

 

 

 

Non-OECD

541

7

548

1%

NA

24

 

 

 

 

 

 

 

 

1)

Contractor personnel, defined as third-party service providers who work at our onshore and offshore operations, are not included. These were roughly estimated to be around 30,000 in 2016.

90     Statoil, Annual Report on Form 20-F 2016       


 

Statoil works systematically to build a diverse workforce by attracting, recruiting, developing and retaining people of both genders and different nationalities and age groups across all types of positions. In 2016, 19% of employees and 23% of our managerial staff held nationalities other than Norwegian. Outside Norway, Statoil aims to increase the number of people and managers who are locally recruited and to reduce the long-term use of expats in business operations. In 2016, 73% of new hires in Statoil were non-Norwegians and 34% were women.

 

Our annual intake of apprentices reflects our long-term commitment to the education and training of young technicians and operators in our industry. In 2016, we awarded 132 apprenticeships, of which 45 were to women. The total number of apprentices at year end was 271 (including 81 women).

 

In Statoil, the total turnover rate for 2016 was 3.6%. On 31 December 2016, the Statoil group employed 20,539 permanent employees and 3% of the workforce worked part-time. In the annual organisational and working environment survey, which continued to have a high response rate of 84%, our employees reported an overall satisfaction of 4.6, maintaining the high score from 2015. 

 

Our people performance data relates to permanent employees in our direct employment. Statoil defines consultants as contracted personnel that are mainly based in our offices. Temporary employees and contractor personnel, defined as third party service providers to our onshore and offshore operations, are not included in the table. These were roughly estimated to be around 30,000 in 2016. The information about people policies applies to Statoil ASA and its subsidiaries.

 

Equal opportunities

We are committed to building a workplace that promotes diversity and inclusion through its people processes and practices. The importance of diversity is stated explicitly in Statoil's values and Code of Conduct. Our goal is to create the same opportunities for everyone and do not tolerate discrimination or harassment of any kind in our workplace. In 2016, we continued to focus on strengthening women in leadership and professional positions and on building broad international experience in our workforce. The results from the Global People Survey for 2016 indicate that employees strongly agree that there is a zero tolerance for discrimination and harassment in Statoil. The scoring for the 2016 GPS was 5.1 (6 being the highest), maintaining the high score from 2015.

 

In 2016, the overall percentage of women in the company was 31%. The percentage of women in the board of directors is 50% (67% among the employee representatives and 43% among members elected by the shareholders). In the corporate executive committee, the female representation has increased from last year’s 18% to 27% in 2016. We continue to focus on increasing the number of female managers through our development programmes, and in 2016 the share of women in management was 29%, an increase of 1% from 2015. We are committed to maintaining the positive trend in 2017. We pay close attention to male-dominated positions and discipline areas, and in 2016 the proportion of female engineers remained stable at 27% in Statoil ASA.

  

We reward our people on the basis of their performance, giving equal emphasis to what we deliver and how we deliver. Our approach is transparent, non-discriminatory and supports equal opportunities. Given the same position, experience and performance, our employees will be at the same remuneration level relative to the local market. This is demonstrated in the salary ratio between women and men at different levels, which remained at an average of 98% for Statoil ASA, which represents the 85% of our workforce.

 

Unions and representatives

We respect our employees’ right to freedom of association and thereby their right to negotiate and cooperate through relevant representative bodies. The specific ways in which we involve our employees and/or their appropriate representatives in business and organisational issues may vary according to local laws and practices in specific geographical locations.

 

In Statoil ASA, 73% of the employees in the parent company are members of a trade union. Work councils and working environment committees are established where required by law or agreement.

 

In Norway, the formal basis for collaboration with labour unions is established in the Basic Agreements between the Confederation of Norwegian Enterprise (NHO) and the corresponding respective national labour confederations (unions). We have local collective wage agreements with five trade unions in Statoil ASA.

 

The European Works Council continues to be an important forum for collaboration between the company and our European employees.

 

Statoil promotes good employee and industrial relations practices through various networks and forums, including IndustriALL Global Union (IndustriAll) and the International Labour Organisation (ILO).

 

In 2016 we prolonged the temporary collaboration forum set up in 2015 with trade unions and safety delegates in Norway specifically to engage in the Organisational efficiency programme. Under a common framework, we have relied largely on the internal job market to find new employment opportunities and measures such as severance pay and early retirement.

 

Statoil, Annual Report on Form 20-F 2016      91  


 

3  CORPORATE COVERNANCE

  

 

92     Statoil, Annual Report on Form 20-F 2016       


 

3.1 INTRODUCTION

 

Statoil’s objective and principles

Statoil's objective is to create long-term value for its shareholders through the exploration for and production, transportation, refining and marketing of petroleum and petroleum-derived products and other forms of energy.

 

In pursuing its corporate objective, Statoil is committed to the highest standard of governance and to cultivating a values-based performance culture that rewards exemplary ethical practices, respect for the environment and personal and corporate integrity. Statoil believes that there is a link between high-quality governance and the creation of shareholder value.

 

The work of the board of directors is based on the existence of a clearly defined division of roles and responsibilities between the shareholders, the board of directors and the company's management.

 

Statoil’s governing structures and controls help to ensure that Statoil runs its business in a profitable manner for the benefit of shareholders, employees and other stakeholders in the societies in which Statoil operates.

 

The following principles underline Statoil’s approach to corporate governance:

·           All shareholders will be treated equally

·           Statoil will ensure that all shareholders have access to up-to-date, reliable and relevant information about its activities

·           Statoil will have a board of directors that is independent (as defined by Norwegian Standards) of the group's management. The board focuses on preventing conflicts of interest between shareholders, the board of directors and the company's management

·           The board of directors will base its work on the principles for good corporate governance applicable at all times

 

Corporate governance in Statoil is subject to regular review and discussion by the board of directors.

 

Articles of association

Statoil's current articles of association were adopted at the annual general meeting of shareholders on 14 May 2013, and last changed on 26 October 2016 following a share capital increase in connection to Statoil’s scrip dividend program.

 

Summary of Statoil’s articles of association:

 

Name of the company

The registered name is Statoil ASA. Statoil is a Norwegian public limited company.

 

Registered office

Statoil’s registered office is in Stavanger, Norway, registered with the Norwegian Register of Business Enterprises under number 923 609 016.

 

Objective of the company

The objective of Statoil is, either by itself or through participation in or together with other companies, to engage in the exploration, production, transportation, refining and marketing of petroleum and petroleum-derived products, and other forms of energy, as well as other business.

 

Share capital

Statoil’s share capital is NOK 8,112,623,528 divided into 3,245,049,411 ordinary shares.

 

Nominal value of shares

The nominal value of each ordinary share is NOK 2.50.

 

Board of directors

Statoil’s articles of association provide that the board of directors shall consist of nine to 11 directors. The board, including the chair and the deputy chair, shall be elected by the corporate assembly for a period of up to two years.

 

Corporate assembly

Statoil has a corporate assembly comprising 18 members who are normally elected for a term of two years. The general meeting elects 12 members with four deputy members, and six members with deputy members are elected by and from among the employees.

 

General meetings of shareholders

Statoil, Annual Report on Form 20-F 2016      93  


 

Statoil’s annual general meeting is held no later than 30 June each year. The meeting will consider the annual report and accounts, including the distribution of any dividend, and any other matters required by law or the articles of association.

 

Documents relating to matters to be dealt with at general meetings do not need to be sent to all shareholders if the documents are accessible on Statoil’s website. A shareholder may nevertheless request that such documents be sent to him/her.

 

Shareholders may vote in writing, including through electronic communication, for a period before the general meeting. In order to practise advance voting, the board of directors must stipulate applicable guidelines. Statoil's board of directors adopted guidelines for such advance voting in March 2012, and these guidelines are described in the notices of the annual general meetings.

 

Marketing of petroleum on behalf of the Norwegian State

Statoil’s articles of association provide that Statoil is responsible for marketing and selling petroleum produced under the SDFI's shares in production licences on the Norwegian continental shelf as well as petroleum received by the Norwegian State paid as royalty together with its own production. Statoil’s general meeting adopted an instruction in respect of such marketing on 25 May 2001, as most recently amended by authorisation of the annual general meeting on 11 May 2016.

 

Nomination committee

The tasks of the nomination committee are to make recommendations to the general meeting regarding the election of and fees for shareholder-elected members and deputy members of the corporate assembly, to make recommendations to the corporate assembly regarding the election of and fees for shareholder-elected members of the board of directors, to make recommendations to the corporate assembly regarding the election of the chair and the deputy chair of the board and to make recommendations to the general meeting regarding the election of and fees for members of the nomination committee. The general meeting may adopt instructions for the nomination committee.

 

The articles of association are enclosed hereto as Exhibit 1, and are also available at www.statoil.com/articlesofassociation .

  

 

Code of Conduct

Ethics – Statoil’s approach

Statoil believes that responsible and ethical behaviour is a necessary condition for a sustainable business. Statoil’s Code of Conduct (the Code) is based on its values and reflects Statoil’s commitment to high ethical standards in all its activities.

 

Our Code of Conduct

The Code describes Statoil’s code of business practice and the requirements to expected behaviour in areas such as anti-corruption, fair competition, human rights and non-discrimination working environments with equal opportunities. The Code applies to Statoil’s board members, employees and hired personnel.

 

Statoil seeks to work with others who share its commitment to ethics and compliance, and Statoil manages its risks through in-depth knowledge of suppliers, business partners and markets. Statoil expects its suppliers and business partners to comply with applicable laws, respect internationally recognised human rights and adhere to ethical standards which are consistent with Statoil’s ethical requirements when working for or together with Statoil. In joint ventures and entities where Statoil does not have control, Statoil makes good faith efforts to encourage the adoption of ethics and anti-corruption policies and procedures that are consistent with its standards. Anyone working for Statoil who does not comply with the Code faces disciplinary action, up to and including summery dismissal or termination of their contract.

Training and Certifying the Code

Code of Conduct training and comprehensive trainings on specific issues, including anti-corruption and anti-trust, is carried out to explain how the Code applies and to describe the tools that Statoil has made available to address risk.

 

All Statoil employees have to annually confirm electronically that they understand and will comply with the Code (Code certification). The Code certification reminds the individuals of their duty to comply with Statoil’s values and ethical requirements and creates an environment with open dialog on ethical issues, both internally and externally.

 

Anti-corruption compliance programme

Statoil is against all forms of corruption including bribery, facilitation payments and trading in influence and has a company-wide anti-corruption compliance programme which implements its zero-tolerance policy. The programme includes mandatory procedures designed to comply with applicable laws and regulations and training on relevant issues such as gifts, hospitality and conflicts of interest. Compliance officers, who are responsible for ensuring that ethics and anti-corruption considerations are integrated into Statoil’s business activities, constitute an important part of the programme.

 

In 2016, Statoil introduced and rolled out an updated and more user-friendly Code of Conduct, which included new information on international trade restrictions and money laundering.  Statoil continued to develop its implementation of the Code including focus on

94     Statoil, Annual Report on Form 20-F 2016       


 

supplier monitoring and follow-up and integrating risk assessments more deeply into the business.  Statoil also introduced a holistic approach to discussing various compliance and sustainability issues, and the links between the two, through workshops for internal and external stakeholders.

 

Speak Up

Statoil is committed to maintain an open dialog on ethical issues. The Code requires those who have a question or suspect misconduct to raise their concern either through internal channels or through Statoil’s external Ethics Helpline. Employees are encouraged to discuss their concerns with their supervisor. Statoil recognises that raising a concern is not always easy so there are several internal channels for taking concerns forward, including through human resources or the ethics and compliance function in the legal department. Concerns can also be expressed through the externally operated Ethics Helpline which is available 24/7, and allows for anonymous reporting and two-way communication through the use of a pin-code. Statoil has a non-retaliation policy for anyone who reports in good faith.

 

More information about Statoil’s policies and requirements related to the Code of Conduct is available on www.statoil.com/ethics .

 

Compliance with NYSE listing rules

Statoil's primary listing is on the Oslo Børs, but Statoil is also registered as a foreign private issuer with the US Securities and Exchange Commission and listed on the New York Stock Exchange.

 

American Depositary Shares represent the company's ordinary shares listed on the New York Stock Exchange (NYSE). While Statoil's corporate governance practices follow the requirements of Norwegian law, Statoil is also subject to the NYSE's listing rules.

 

As a foreign private issuer, Statoil is exempted from most of the NYSE corporate governance standards that domestic US companies must comply with. However, Statoil is required to disclose any significant ways in which its corporate governance practices differ from those applicable to domestic US companies under the NYSE rules. A statement of differences is set out below:

 

Corporate governance guidelines

The NYSE rules require domestic US companies to adopt and disclose corporate governance guidelines. Statoil's corporate governance principles are developed by the management and the board of directors, in accordance with the Norwegian Code of Practice for Corporate Governance and applicable law. Oversight of the board of directors and management is exercised by the corporate assembly.

 

Director independence

The NYSE rules require domestic US companies to have a majority of "independent directors". The NYSE definition of an "independent director" sets out five specific tests of independence and also requires an affirmative determination by the board of directors that the director has no material relationship with the company.

 

Pursuant to Norwegian company law, Statoil's board of directors consists of members elected by shareholders and employees. Statoil's board of directors has determined that, in its judgment, all of the shareholder-elected directors, except one, are independent. In making its determinations of independence, the board focuses inter alia on there not being any conflicts of interest between shareholders, the board of directors and the company's management. It does not strictly make its determination based on the NYSE's five specific tests, but take into consideration all relevant circumstances which may in the board’s view affect the directors’ independence. The directors elected from among Statoil's employees would not be considered independent under the NYSE rules because they are employees of Statoil. None of the employee-elected directors are an executive officer of the company.

 

For further information about the board of directors, see the section Board of directors.

 

Board committees

Pursuant to Norwegian company law, managing the company is the responsibility of the board of directors. Statoil has an audit committee, a safety, sustainability and ethics committee and a compensation and executive development committee. They are responsible for preparing certain matters for the board of directors. The audit committee and the compensation and executive development committee operate pursuant to charters that are broadly comparable to the form required by the NYSE rules. They report on a regular basis to, and are subject to, continuous oversight by the board of directors. For further information about the board’s sub-committees, see the section Board of directors.

 

Statoil complies with the NYSE rule regarding the obligation to have an audit committee that meets the requirements of Rule 10A-3 of the US Securities Exchange Act of 1934.

 

As required by Norwegian company legislation, the members of Statoil's audit committee include an employee-elected director. Statoil relies on the exemption provided for in Rule 10A-3(b)(1)(iv)(C) from the independence requirements of the US Securities Exchange Act of 1934 with respect to the employee-elected director. Statoil does not believe that its reliance on this exemption will materially

Statoil, Annual Report on Form 20-F 2016      95  


 

adversely affect the ability of the audit committee to act independently or to satisfy the other requirements of Rule 10A-3 relating to audit committees. The other members of the audit committee meet the independence requirements under Rule 10A-3.

 

Among other things, the audit committee evaluates the qualifications and independence of the company's external auditor. However, in accordance with Norwegian law, the auditor is elected by the annual general meeting of the company's shareholders.

 

Statoil does not have a nominating/corporate governance sub-committee formed from its board of directors. Instead, the roles prescribed for a nominating/corporate governance committee under the NYSE rules are principally carried out by the corporate assembly and the nomination committee which is elected by the general meeting of shareholders. NYSE rules require the compensation committee of US companies to comprise independent directors under the NYSE rules, recommend senior management remuneration and make a determination on the independence of advisors when engaging them. Statoil, as foreign private issuer, is exempt from complying with these rules and is permitted to follow its home country regulations. Statoil considers all, but one, its compensation committee members to be independent (under Statoil’s framework which, as discussed above, is not identical to that of NYSE). Statoil's compensation committee makes recommendations to the board about management remuneration, including that of the CEO. The compensation committee assesses its own performance and has the authority to hire external advisors. The nomination committee, which is elected by the general meeting of shareholders, recommends to the corporate assembly the candidates and remuneration of the board of directors. Also, the nomination committee recommends to the general meeting of shareholders the candidates and remuneration of the corporate assembly and the nomination committee.

 

Shareholder approval of equity compensation plans

The NYSE rules require that, with limited exemptions, all equity compensation plans must be subject to a shareholder vote. Under Norwegian company law, although the issuance of shares and authority to buy back company shares must be approved by Statoil's annual general meeting of shareholders, the approval of equity compensation plans is normally reserved for the board of directors.

 

3.2 General meeting of shareholders



The general meeting of shareholders is Statoil’s supreme corporate body. It serves as a democratic and effective forum for interaction between the company’s shareholders, board of directors and management.

 

The next annual general meeting (AGM) is scheduled for 11 May 2017 in Stavanger, Norway, with simultaneous transmission by webcast through our website. The AGM is conducted in Norwegian, with simultaneous English translation during the webcast. At Statoil's AGM on 11 May 2016, 76.79% of the share capital was represented either by advance voting, in person or by proxy.

 

The main framework for convening and holding Statoil's AGM is as follows:

Pursuant to Statoil’s articles of association, the AGM must be held by the end of June each year. Notice of the meeting and documents relating to the AGM are published on Statoil's website and notice is sent to all shareholders with known addresses at least 21 days prior to the meeting. All shareholders who are registered in the Norwegian Central Securities Depository (VPS) will receive an invitation to the AGM. Other documents relating to Statoil's AGMs will be made available on Statoil's website. A shareholder may nevertheless request that documents that relate to matters to be dealt with at the AGM be sent to him/her.

 

Shareholders are entitled to have their proposals dealt with at the AGM if the proposal has been submitted in writing to the board of directors in sufficient time to enable it to be included in the notice of meeting, i.e. no later than 28 days before the meeting. Shareholders who are unable to attend may vote by proxy.

 

As described in the notice of the general meeting, shareholders may vote in writing, including through electronic communication, for a period before the general meeting.

 

The AGM is normally opened and chaired by the chair of the corporate assembly. If there is a dispute concerning individual matters and the chair of the corporate assembly belongs to one of the disputing parties, or is for some other reason not perceived as being impartial, another person will be appointed to chair the AGM. This is in order to ensure impartiality in relation to the matters to be considered. As Statoil has a large number of shareholders with a wide geographic distribution, Statoil offers shareholders the opportunity to follow the AGM by webcast.

 

The following matters are decided at the AGM:

·           Approval of the board of directors' report, the financial statements and any dividend proposed by the board of directors and recommended by the corporate assembly

·           Election of the shareholders' representatives to the corporate assembly and approval of the corporate assembly's fees

·           Election of the nomination committee and approval of the nomination committee's fees

·           Election of the external auditor and approval of the auditor's fee

·           Any other matters listed in the notice convening the AGM

 

96     Statoil, Annual Report on Form 20-F 2016       


 

All shares carry an equal right to vote at general meetings. Resolutions at general meetings are normally passed by simple majority. However, Norwegian company law requires a qualified majority for certain resolutions, including resolutions to waive preferential rights in connection with any share issue, approval of a merger or demerger, amendment of the articles of association or authorisation to increase or reduce the share capital. Such matters require the approval of at least two-thirds of the aggregate number of votes cast as well as two-thirds of the share capital represented at the general meeting.

 

If shares are registered by a nominee in the Norwegian Central Securities Depositary (VPS), cf. section 4-10 of the Norwegian Public Limited Liability Companies Act, and the beneficial shareholder wants to vote for their shares, the beneficial shareholder must re-register the shares in a separate VPS account in their own name prior to the general meeting. If the holder can prove that such steps have been taken and that the holder has a de facto shareholder interest in the company, the company will allow the shareholder to vote for the shares. Decisions regarding voting rights for shareholders and proxy holders are made by the person opening the meeting, whose decisions may be reversed by the general meeting by simple majority vote.

 

The minutes of the AGM are made available on Statoil’s website immediately after the AGM.

 

As regards to extraordinary general meetings (EGM), an EGM will be held in order to consider and decide a specific matter if demanded by the corporate assembly, the chair of the corporate assembly, the auditor or shareholders representing at least 5% of the share capital. The board must ensure that an EGM is held within a month of such demand being submitted.

 

In the following, certain types of resolutions by the general meeting of shareholders are outlined:

 

New share issues

If Statoil issues any new shares, including bonus shares, the articles of association must be amended. This requires the same majority as other amendments to the articles of association. In addition, under Norwegian law, the shareholders have a preferential right to subscribe for new shares issued by Statoil. The preferential right to subscribe for an issue may be waived by a resolution of a general meeting passed by the same percentage majority as required to approve amendments to the articles of association. The general meeting may, with a majority as described above, authorise the board of directors to issue new shares, and to waive the preferential rights of shareholders in connection with such share issues. Such authorisation may be effective for a maximum of two years, and the par value of the shares to be issued may not exceed 50% of the nominal share capital when the authorisation was granted.

 

The issuing of shares through the exercise of preferential rights to holders who are citizens or residents of the USA may require Statoil to file a registration statement in the USA under US securities laws. If Statoil decides not to file a registration statement, these holders may not be able to exercise their preferential rights.

 

Right of redemption and repurchase of shares

Statoil’s articles of association do not authorise the redemption of shares. In the absence of authorisation, the redemption of shares may nonetheless be decided upon by a general meeting of shareholders by a two-thirds majority on certain conditions. However, such share redemption would, for all practical purposes, depend on the consent of all shareholders whose shares are redeemed.

 

A Norwegian company may purchase its own shares if authorisation to do so has been granted by a general meeting with the approval of at least two-thirds of the aggregate number of votes cast as well as two-thirds of the share capital represented at the general meeting. The aggregate par value of such treasury shares held by the company must not exceed 10% of the company's share capital, and treasury shares may only be acquired if, according to the most recently adopted balance sheet, the company's distributable equity exceeds the consideration to be paid for the shares. Pursuant to Norwegian law, authorisation by the general meeting cannot be granted for a period exceeding 18 months.

 

Distribution of assets on liquidation

Under Norwegian law, a company may be wound up by a resolution of the company's shareholders at a general meeting passed by both a two-thirds majority of the aggregate votes cast and a two-thirds majority of the aggregate share capital represented at the general meeting. The shares are ranked equally in the event of a return on capital by the company upon winding up or otherwise.

 

3.3 Nomination committee

Pursuant to Statoil's articles of association, the nomination committee shall consist of four members who are shareholders or representatives of shareholders. The duties of the nomination committee are set forth in the articles of association, and the instructions for the committee are adopted by the general meeting of shareholders.

 

 

 

 

The duties of the nomination committee are to submit recommendations to:

Statoil, Annual Report on Form 20-F 2016      97  


 

·           the annual general meeting for the election of shareholder-elected members and deputy members of the corporate assembly, and the remuneration of members of the corporate assembly

·           the annual general meeting for the election and remuneration of members of the nomination committee

·           the corporate assembly for the election of shareholder-elected members of the board of directors and remuneration of the members of the board of directors and

·           the corporate assembly for the election of the chair and deputy chair of the corporate assembly

 

The nomination committee would like to ensure that the shareholders’ views are taken into consideration when candidates to the governing bodies of Statoil ASA are proposed. The nomination committee invites in writing Statoil's largest shareholders to propose shareholder-elected candidates of the corporate assembly and the board of directors, as well as members of the nomination committee. The shareholders are also invited to provide input to the nomination committee in respect of the composition and competence of Statoil's governing bodies in light of Statoil's strategies and challenges going forward. The deadline for providing input is normally set to early January in order to secure that the response is taken into account in the upcoming nominations. In addition, all shareholders have an opportunity to submit proposals through an electronic mailbox as described on Statoil’s website. In the board nomination process, the board shares with the nomination committee the results from the annual, normally externally facilitated board evaluation with input from both management and the board. Separate meetings are held between the nomination committee and each board member, including employee-elected board members. The chair of the board and the chief executive officer are invited, without having the right to vote, to attend at least one meeting of the nomination committee before it makes its final recommendations. The committee regularly utilises external expertise in its work.

 

The members of the nomination committee are elected by the annual general meeting. The chair of the nomination committee and one other member are elected from among the shareholder-elected members of the corporate assembly. Members of the nomination committee are normally elected for a term of two years.

 

Personal deputy members for one or more of the nomination committee's members may be elected in accordance with the same criteria as described above. A deputy member normally only meets for the permanent member if the appointment of that member terminates before the term of office has expired.

 

Statoil's nomination committee consists of the following members as per 31 December 2016 and are elected for the period up to the annual general meeting in 2018:

·           Tone Lunde Bakker (chair), Global head of cash management at Danske Bank (also chair of Statoil’s corporate assembly)

·           Tom Rathke, Group executive vice president Wealth Management at DnB

·           Elisabeth Berge, Secretary general, Norwegian Ministry of Petroleum and Energy (personal deputy for Elisabeth Berge is Bjørn Ståle Haavik, Director at the Norwegian Ministry of Petroleum and Energy)

·           Jarle Roth, CEO of Arendals Fossekompani ASA (also a member of Statoil’s corporate assembly)

 

The board considers all members of the nomination committee to be independent of Statoil's management and board of directors. The general meeting decides the remuneration of the nomination committee.

 

The nomination committee held 15 ordinary meetings and four telephone meetings in 2016.

 

The instructions for the nomination committee are available at www.statoil.com/nominationcommittee

 

3.4 Corporate assembly

Pursuant to the Norwegian Public Limited Liability Companies Act, companies with more than 200 employees must elect a corporate assembly unless otherwise agreed between the company and a majority of its employees.

 

In accordance with Statoil's articles of association, the corporate assembly normally consists of 18 members, 12 of whom (with four deputy members) are nominated by the nomination committee and elected by the annual general meeting. They represent a broad cross-section of the company's shareholders and stakeholders. Six members, with deputy members, and three observers are elected by and among our employees. Such employees are non-executive personnel. The corporate assembly elects its own chair and deputy chair from and among its members.

 

Members of the corporate assembly are normally elected for a term of two years. Members of the board of directors and management cannot be members of the corporate assembly, but they are entitled to attend and to speak at meetings of the corporate assembly unless the corporate assembly decides otherwise in individual cases. All members of the corporate assembly live in Norway. Members of the corporate assembly do not have service contracts with the company or its subsidiaries providing for benefits upon termination of office.

 

An overview of the members and observers of the corporate assembly as of 31 December 2016 follows below.

  

98     Statoil, Annual Report on Form 20-F 2016       


 

Name

Occupation

Place of residence

Year of birth

Position

Family relations to corporate executive committee, board or corporate assembly members

Share ownership for members as of 31.12.2016

Share ownership for members as of 08.03.2017

First time elected

Expiration date of current term

 

 

 

 

 

 

 

 

 

 

Tone Lunde Bakker

Global head of cash management at Danske Bank

Oslo

1962

Chair, Shareholder-elected

No

0

0

2014

2018

Nils Bastiansen

Executive director of equities in Folketrygdfondet

Oslo

1960

Deputy chair, Shareholder-elected

No

0

0

2016

2018

Jarle Roth

CEO, Arendals Fossekompani ASA

Bærum

1960

Shareholder-elected

No

43

43

2016

2018

Greger Mannsverk

Managing director, Kimek AS

Kirkenes

1961

Shareholder-elected

No

0

0

2002

2018

Steinar Olsen

CEO, Jemso A/S

Stavanger

1949

Shareholder-elected

No

0

0

2007

2018

Kathrine Næss

Plant manager at the aluminium smelter at Alcoa Mosjøen

Mosjøen

1979

Shareholder-elected

No

0

0

2016

2018

Ingvald Strømmen

Dean at Norwegian University of Science and Technology (NTNU)

Ranheim

1950

Shareholder-elected

No

0

0

2006

2018

Rune Bjerke

President and CEO, DNB ASA

Oslo

1960

Shareholder-elected

No

0

0

2007

2018

Birgitte Ringstad Vartdal

CEO of the dry bulk shipping company Golden Ocean Group Ltd

Oslo

1977

Shareholder-elected

No

0

0

2016

2018

Siri Kalvig

Associate professor, University of Stavanger

Stavanger

1970

Shareholder-elected

No

0

0

2010

2018

Terje Venold

Independent advisor with various directorships

Bærum

1950

Shareholder-elected

No

519

519

2014

2018

Kjersti Kleven

Co-owner of John Kleven AS

Ulsteinvik

1967

Shareholder-elected

No

0

0

2014

2018

Brit Gunn Ersland

Union representative, Tekna. Prosj leder Res Tek

Bergen

1960

Employee-elected

No

2072

2270

2011

2017

Steinar Kåre Dale

Union representative, NITO, SR Analyst

Mongstad

1961

Employee-elected

No

3033

1931

2013

2017

Per Martin Labråten

Union representative, Industri Energi. Production technician

Brevik

1961

Employee-elected

No

983

1151

2007

2017

Anne K.S. Horneland

Union representative, Industri Energi

Hafrsfjord

1956

Employee-elected

No

5216

5498

2006

2017

Jan-Eirik Feste

Union representative, YS

Lindås

1952

Employee-elected

No

1251

1437

2008

2017

Hilde Møllerstad

Union representative, Tekna/NITO

Oslo

1966

Employee-elected

No

3338

3642

2013

2017

Per Helge Ødegård

Union representative, Lederne. Discipl resp operation process 

Porsgrunn

1963

Employee-elected, observer

No

1181

1361

1994

2017

Dag-Rune Dale

Union representative, Industri Energi, Safety officer

Kollsnes

1963

Employee-elected, observer

No

3334

3555

2013

2017

Sun Lehmann

Union representative, Tekna. Advisor Data Management

Trondheim

1972

Employee-elected, observer

No

3608

3924

2015

2017

Total

 

 

 

 

 

24,578

25,331

 

 

 

Statoil, Annual Report on Form 20-F 2016      99  


 

An election of shareholder-elected members of the corporate assembly was held at Statoil’s annual general meeting 11 May 2016. Effective as of 12 May 2016, Nils Bastiansen, Birgitte Ringstad Vartdal (former deputy member), Jarle Roth and Kathrine Næss were elected as new members of the corporate assembly, while Kjerstin Fyllingen, Håkon Volldal and Kari Skeidsvoll Moe were elected as new deputy members. Olaug Svarva (chair), Idar Kreutzer (deputy chair), Karin Aslaksen (member), Barbro Hætta (member), Arthur Sletteberg (deputy member) and Bassim Haj (deputy member) left the corporate assembly as of the same date. On 7 June 2016 the corporate assembly elected Tone Lunde Bakker as chair, and Nils Bastiansen as deputy chair, of the corporate assembly.

 

The duties of the corporate assembly are defined in section 6-37 of the Norwegian Public Limited Liability Companies Act. The corporate assembly elects the board of directors and the chair of the board and can vote separately on each nominated candidate. Its responsibilities also include overseeing the board and the CEO's management of the company, making decisions on investments of considerable magnitude in relation to the company's resources, and making decisions involving the rationalisation or reorganisation of operations that will entail major changes in or reallocation of the workforce.

 

Statoil's corporate assembly held four ordinary meetings in 2016, and visited Statoil’s operation center for logistics and emergency response in Bergen in connection with one of the meetings. The chair of the board participated at four meetings, and the CEO at three meetings (with the CFO acting on his behalf at one meeting). Other members of management were also present at the meetings.

 

The procedure for the work of the corporate assembly, as well as an updated overview of its members, is available at www.statoil.com/corporateassembly .

  

 

100     Statoil, Annual Report on Form 20-F 2016       


 

3.5 Board of directors



 

Pursuant to Statoil's articles of association, the board of directors consists of between nine and 11 members elected by the corporate assembly. The chair of the board and the deputy chair of the board are also elected by the corporate assembly. At present, Statoil's board of directors consists of 10 members. As required by Norwegian company law, the company's employees are represented by three board members.

 

The employee-elected board members, but not the shareholder-elected board members, have four deputy members who attend board meetings in the event an employee-elected member of the board is unable to attend. The management is not represented on the board of directors. Members of the board are elected for a term of up to two years, normally for one year at a time. There are no board member service contracts that provide for benefits upon termination of office.

 

The board considers its composition to be diverse and competent with respect to the expertise, capacity and diversity appropriate to attend to the company's goals, main challenges, and the common interest of all shareholders. The board also deems its composition to be made up of individuals who are willing and able to work as a team, resulting in the board working effectively as a collegiate body. At least one board member qualifies as "audit committee financial expert", as defined in the US Securities and Exchange Commission requirements. Five board members are women and three board members are non-Norwegians resident outside of Norway.

 

Statoil's board of directors has determined that, in its judgment, all of the shareholder representatives on the board, except for Wenche Agerup, are considered independent. Under the NYSE rules, a director will not be considered independent if the director is, or was within the past three years, an executive officer of another company at which any of the listed company's current executive officers are, or were within the past three years, members of the compensation committee. Wenche Agerup was a member of Norsk Hydro ASA’s management team while Irene Rummelhoff, Executive Vice President of New Energy Solutions in Statoil, was member of the board’s compensation committee in Norsk Hydro. Agerup is therefore deemed as a non-independent board member until 31 December 2017.

 

The board held eight ordinary board meetings and two extraordinary meetings in 2016. Average attendance at these board meetings was 98,1%.

 

Further information about the members of the board and its sub-committees, including information about expertise, experience, other directorships, independence, share ownership and loans, is available below as well as on our website at www.statoil.com/board  which is regularly updated.

Members of the board of directors as of 31 December 2016:

 

 

 

 

Øystein Løseth 

Born : 1958

Position: Shareholder-elected chair of the board and chair of the board's compensation and executive committee.

Term of office: Member of the board of directors of Statoil ASA since 1 October 2014, and since 1 July 2015, also chair of the board and chair of the board’s compensation and executive development committee. Up for election in 2017.

Independent : Yes

Other directorships: Chair of the board of Eidsiva Energi AS and Hunton Fiber AS.

Number of shares in Statoil ASA as of 31 December 2016: 1,040 

Loans from Statoil: None
Experience: In the period 2010 - 2014, Løseth was the CEO, and before that First Senior Executive Vice President since 2009, of Vattenfall AB. In the period 2003 – 2009, Løseth worked for NUON, a Dutch energy company, first as Division Managing Director, then as a Managing Director and the CEO, from 2006 and 2008 respectively. From 2002 to 2003, Løseth was the Head of Production,

Statoil, Annual Report on Form 20-F 2016      101  


 

Business Development and R&D of Statkraft. In addition, he has other extensive management experience from Statkraft and Statoil, within strategy and business development among others.

Education: Løseth graduated as M.Sc. from the Norwegian University of Science and Technology and has a degree in Economics from BI Norwegian School of Management in Bergen.
Family relations: No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.
Other matters: In 2016, Løseth participated in eight ordinary board meetings, two extraordinary board meetings, five meetings of the compensation and executive development committee and one meeting in the safety, sustainability and ethics committee . Løseth is a Norwegian citizen and resident in Norway.

 

 

 

 

 

Roy Franklin

Born : 1953

Position : Shareholder-elected deputy chair of the board, chair of the board’s safety, sustainability and ethics committee and member of the board’s audit committee.

Term of office : Board member and deputy chair of the board of Statoil ASA from 1 July 2015. Franklin was also previously a member of the board of StatoilHydro from October 2007 and Statoil from November 2009 until June 2013. Up for election in 2017.

Independent : Yes

Other directorships : Non-executive chair of the board of Cuadrilla Resources Holdings Limited, a privately held UK company focusing on unconventional energy sources. Board member of the Australian oil and gas company Santos Ltd, the private equity firm Kerogen Capital Ltd and the London-based international engineering company Amec Foster Wheeler.

Number of shares in Statoil ASA as of 31 December 2016 : None

Loans from Statoil ASA : None

Experience : Franklin has broad experience from management positions in several countries, including positions with BP, Paladin Resources plc and Clyde Petroleum plc.

Education : Franklin has a Bachelor of Science in Geology from the University of Southampton, UK.

Family relations: No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.

Other matters : In 2016, Franklin participated in eight ordinary board meetings, two extraordinary board meetings, five meetings of the audit committee and six meetings of the safety, sustainability and ethics committee. Franklin is a UK citizen and resident in UK.

 

 

 

 

 

 

 

 

 

 

Bjørn Tore Godal

Born : 1945

Position : Shareholder-elected member of the board, the board's compensation and executive development committee and the board's safety, sustainability and ethics committee.

102     Statoil, Annual Report on Form 20-F 2016       


 

Term of office : Member of the board of Statoil ASA from 1 September 2010. Up for election in 2017.

Independent : Yes

Other directorships : Vice chair of the board of the Fridtjof Nansen Institute (FNI).

Number of shares in Statoil ASA as of 31 December 2016 : None

Loans from Statoil ASA : None

Experience : Godal was a member of the Norwegian parliament for 15 years during the period 1986-2001. At various

times, he served as minister for trade and shipping, minister for defense, and minister of foreign affairs for a total of eight years between 1991 and 2001. From 2007-2010, Godal was special adviser for international energy and climate issues at the Norwegian Ministry of Foreign Affairs. From 2003-2007, Godal was Norway's ambassador to Germany and from 2002-2003 he was senior adviser at the department of political science at the University of Oslo. From 2014-2016, Godal lead a government-appointed committee responsible for the evaluation of the civil and military contribution from Norway in Afghanistan in the period 2001 - 2014.

Education: Godal has a bachelor of arts degree in political science, history and sociology from the University of Oslo.

Family relations: No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.

Other matters: In 2016, Godal participated in eight ordinary board meetings, two extraordinary board meetings, five meetings of the compensation and executive development committee and three meetings of the safety, sustainability and ethics committee. Godal is a Norwegian citizen and resident in Norway.

 

 

 

 

 

 

 

 

 

 

 

 

Maria Johanna Oudeman

Born : 1958

Position : Shareholder-elected member of the board and member of the board’s compensation and executive development committee.

Term of office: Member of the board of Statoil ASA since 15 September 2012. Up for election in 2017.

Independent: Yes

Other directorships: Oudeman is a member of the boards of Solvay SA, Het Concertgebouw, Rijksmuseum and SHV Holdings.

Number of shares in Statoil ASA as of 31 December 2016: None

Loans from Statoil: None

Experience: Oudeman is the President of Utrecht University in the Netherlands, one of Europe's leading universities. From 2010 to 2013, Oudeman was a member of the Executive Committee of Akzo Nobel, responsible for HR and Organisational Development. Akzo Nobel is the world's largest paint and coatings company and major producer of specialty chemicals, with operations in more than 80 countries. Before joining Akzo Nobel, she was Executive Director Strip Products Division at Corus Group, now Tata Steel Europe. Oudeman has extensive experience as a line manager in the steel industry and considerable international business experience.

Education: Oudeman has a law degree from Rijksuniversiteit Groningen in the Netherlands and an MBA in business administration from the University of Rochester, New York, USA and Erasmus University, Rotterdam, the Netherlands.

Family relations: No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.

Other matters: In 2016, Oudeman participated in eight ordinary board meetings, two extraordinary board meetings and four meetings of the compensation and executive development committee. Oudeman is a Dutch citizen and resident in the Netherlands.

 

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2016      103  


 

 

 

 

 

 

Rebekka Glasser Herlofsen

Born : 1970

Position : Shareholder-elected member of the board and the board's audit committee.

Term of office : Member of the board of Statoil ASA since 19 March 2015. Up for election in 2017.

Independent : Yes

Other directorships : Member of the board of directors of DNV Foundation, DNV Holding, DNV GL, and member of the committee for tax and capital in the Norwegian Shipowners’ Association.

Number of shares in Statoil ASA as of 31 December 2016: None

Loans from Statoil: None

Experience : Since 2012, Herlofsen has been the Chief Financial Officer in the shipping company Torvald Klaveness. She will during the first half of 2017 take on a new position as Chief Financial Officer in WWL ASA, an international shipping company under establishment. She has broad financial and strategic experience from several corporations and board directorships. Herlofsen’s professional career began in the Nordic Investment Bank, Enskilda Securities, where she worked with corporate finance from 1995 to 1999 in Oslo and London. During the next ten years Herlofsen worked in the Norwegian shipping company Bergesen d.y. ASA (later BW Group). During her period with Bergesen d.y. ASA/BW Group Herlofsen held leading positions within M&A, strategy and corporate planning and was part of the group management team. 

Education : MSc in Economics and Business Administration (Siviløkonom) and Certified Financial Analyst Program (AFA), the Norwegian School of Economics (NHH). Breakthrough Program for Top Executives at IMD business school, Switzerland.

Family relations : No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.

Other matters : In 2016, Herlofsen participated in eight ordinary board meetings, two extraordinary board meeting and six meetings of the audit committee. Herlofsen is a Norwegian citizen and resident in Norway.

 

 

 

 

 

 

 

 

 

 

Wenche Agerup

Born : 1964

Position : Shareholder-elected member of the board, the board’s compensation and executive development committee and the board's safety, sustainability and ethics committee.

Term of office : Member of the board of Statoil ASA since 21 August 2015. Up for election in 2017.

Independent : No.

Under the NYSE rules, a director will not be considered independent under the NYSE rules if the director is, or was within the past three years, an executive officer of another company at which any of the listed company's current executive officers are, or were within the past three years, members of the compensation committee. Agerup was a member of Norsk Hydro ASA’s management

104     Statoil, Annual Report on Form 20-F 2016       


 

team while Irene Rummelhoff, Executive Vice President of New Energy Solutions in Statoil, was member of the board’s compensation committee in Norsk Hydro. Agerup is therefore deemed as a non-independent board member in Statoil until 31 December 2017.

Other directorships : Agerup is a member of the board of the seismic company TGS ASA and a member of Det Norske Veritas Council.

Number of shares in Statoil ASA as of 31 December 2016: 2,522
Loans from Statoil: None

Experience : Agerup is an Executive Vice President (Corporate Affairs) and General Counsel in Telenor ASA. Agerup was the Executive Vice President for Corporate Staffs and the General Counsel of Norsk Hydro ASA from 2010 to 31 December 2014. She has held various executive roles in Hydro since 1997, including within the company’s M&A-activities, the business area Alumina, Bauxite and Energy, as a plant manager at Hydro’s metal plant in Årdal and as a project director for a Joint Venture in Australia where Hydro cooperated with the Australian listed company UMC.

Education : MA in Law from the University of Oslo, Norway (1989) and a Master of Business Administration from Babson College, USA (1991).

Family relations : No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.

Other matters : In 2016, Agerup participated in seven ordinary board meetings, two extraordinary board meetings, five meetings of the compensation and executive development committee and five meetings of the safety, sustainability and ethics committee. Agerup is a Norwegian citizen and resident in Norway.

 

 

 

 

 

 

 

 

 

 

 

Jeroen van der Veer

Born: 1947

Position: Shareholder-elected member of the board and chair of the board's audit committee.

Term of office : Member of the board of Statoil ASA since 18 March 2016. Up for election in 2017.

Independent : Yes

Other directorships : Van der Veer is the chair of the supervisory boards of ING Bank NV and Royal Philips Electronics, chair of the supervisory council of Technical University of Delft and Platform Betatechniek, chair of the advisory board of the Rotterdam Climate Initiative as well as a board member in Boskalis Westminster Groep NV and Het Concertbebouw.

Number of shares in Statoil ASA as of 31 December 2016: None

Loans from Statoil: None

Experience : Van der Veer was the Chief Executive Officer in the international oil and gas company Royal Dutch Shell Plc (Shell) in the period 2004 to 2009 when he retired. Van der Veer thereafter continued as a non-executive director on the board of Shell until 2013. He started to work for Shell in 1971 and has experience within all sectors of the business and has significant competence within corporate governance.

Education: Van der Veer has a degree in Mechanical Engineering (MSc) from Delft University of Technology, Netherlands and a degree in Economics (MSc) from Erasmus University, Rotterdam, Netherlands. Since 2005 he holds an honorary doctorate from the University of Port Harcourt, Nigeria.

Family relations : No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.

Other matters : In 2016, van der Veer participated in six ordinary board meetings, one extraordinary board meetings and three meetings of the audit committee. Van der Veer is a Dutch citizen and resident in Netherlands.

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2016      105  


 

 

 

 

 

 

Lill-Heidi Bakkerud

Born: 1963

Position: Employee-elected member of the board and member of the board's safety, sustainability and ethics committee.

Term of office: Member of the board of Statoil ASA from 1998 to 2002, and again since 2004. Up for election in 2017.

Independent: No

Other directorships: Bakkerud is a member of the executive committee of the Industry Energy (IE) trade union and holds a number of offices as a result of this.

Number of shares in Statoil ASA as of 31 December 2016: 342
Loans from Statoil: None

Experience: Bakkerud has worked as a process technician at the petrochemical plant in Bamble and on the Gullfaks field in the North Sea. She is now a full-time employee representative as the leader of the union Industri Energi’s Statoil branch.      

Education: Bakkerud has a craft certificate as a process/chemistry worker.    

Family relations: No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.

Other matters: In 2016, Bakkerud participated in eight ordinary board meetings, two extraordinary board meetings and five meetings of the safety, sustainability and ethics committee. Bakkerud is a Norwegian citizen and resident in Norway.

 

 

 

 

 

Ingrid Elisabeth di Valerio

Born: 1964 

Position: Employee-elected member of the board and member of the board's audit committee.

Term of office: Member of board of directors of Statoil ASA from 1 July 2013. Up for election in 2017.

Independent: No 

Other directorships: Board member of Tekna's central nomination committee.

Number of shares held in Statoil ASA as of 31 December 2016: 3,670 

Loans from Statoil: None

Experience: Di Valerio has been employed by Statoil since 2005, and works within materials discipline for Technology, Projects & Drilling. Di Valerio was the union Tekna's main representative in Statoil from 2008 to 2013. She also sat on Tekna's central committee from 2005 to 2013.

Education: Chartered engineer (mathematics and physics) from the Norwegian University of Science and Technology in Trondheim (NTNU).

Familiy relations: No family relationships to other board members, members of the corporate executive committee or the corporate assembly.

Other matters: In 2016, di Valerio participated in eight ordinary board meetings, two extraordinary board meetings and six meetings of the audit committee. Di Valerio is a Norwegian citizen and resident in Norway.  

 

 

 

 

 

106     Statoil, Annual Report on Form 20-F 2016       


 

Stig Lægreid

Born : 1963

Position : Employee-elected member of the board and member of the board's safety, sustainability and ethics committee.

Term of office : Member of the board of directors of Statoil ASA from 1 July 2013. Up for election in 2017.

Independent : No 

Other directorships : Member of The Norwegian society for Engineers and Technologists’ (NITO) negotiation committee for private sector.

Number of shares held in Statoil ASA as of 31 December 2016 : 1,881

Loans from Statoil : None

Experience : Employed in ÅSV and Norsk Hydro since 1985. Mainly occupied as project engineer and constructor for production of primary metals until 2005 and from 2005 as weight estimator for platform design. He is now a full-time employee representative as the leader of the union NITO, Statoil.

Education : Bachelor degree, mechanical construction from OIH.

Family relations : No family relationships to other board members, members of the corporate executive committee or the corporate assembly.

Other matters : In 2016, Lægreid participated in eight ordinary board meetings, two extraordinary board meetings and six meetings of the safety, sustainability and ethics committee. Lægreid is a Norwegian citizen and resident in Norway.

 

 

The most recent changes to the composition of the board of directors were the election of Jeroen van der Veer as a new shareholder-elected board member effective as of 18 March 2016, as well as the resignation of shareholder-elected board member Jakob Stausholm effective as of 30 September 2016. Van der Veer replaced Stausholm as chair of the board’s audit committee as per 26 October 2016.

 

The work of the board of directors

The board is responsible for managing the Statoil group and for monitoring day-to-day management and the group's business activities. This means that the board is responsible for establishing control systems and for ensuring that Statoil operates in compliance with laws and regulations, with our values as stated in The Statoil Book, the Code of Conduct, as well as in accordance with the owners' expectations of good corporate governance. The board emphasises the safeguarding of the interests of all shareholders, but also the interests of Statoil's other stakeholders.

 

The board handles matters of major importance, or of an extraordinary nature, and may in addition require the management to refer any matter to it. An important task for the board is to appoint the chief executive officer (CEO) and stipulate his/her job instructions and terms and conditions of employment.

 

The board has adopted a generic annual plan for its work which is revised with regular intervals. Recurrent items on the board's annual plan are: security, safety and sustainability, corporate strategy, business plans, quarterly and annual results, annual reporting, ethics, management's monthly performance reporting, management compensation issues, CEO and top management leadership assessment and succession planning, project status review, people and organisation strategy and priorities, an annual enterprise risk management review, two yearly discussions of main risks and risk issues and an annual review of the board's governing documentation. In the beginning of each board meeting, the CEO meets separately with the board to discuss key matters in the company. At the end of all board meetings, the board has a closed session with only board members attending the discussions and evaluating the meeting.

 

The work of the board is based on rules of procedure that describe the board's responsibilities, duties and administrative procedures, and determines which cases are to be handled by the board. The rules of procedure also determines the handling of matters in which individual board members or a closely related party have a major personal or financial interest. The rules of procedure further describe the duties of the CEO and his/her duties vis-à-vis the board of directors. The board's rules of procedure are available on our website at www.statoil.com/board . In addition to the board of directors, the CEO, the CFO, the COO, the senior vice president for communication, the general counsel and the company secretary attend all board meetings. Other members of the executive committee and senior management attend board meetings by invitation in connection with specific matters.

 

Statoil, Annual Report on Form 20-F 2016      107  


 

New members of the board are offered an induction program where meetings with key members of the management are arranged, an introduction to Statoil’s business is given and relevant information about the company and the board’s work is made available through the company’s web based board portal.

 

The board carries out an annual board evaluation, with input from various sources and as a main rule with external facilitation. The evaluation report is discussed in a board meeting and is made available to the nomination committee as input to the committee’s work.

 

The entire board, or part of it, regularly visits several Statoil locations in Norway and globally, and a longer board trip for all board members to an international location is made at least on a biennial basis. When visiting Statoil locations globally, the board emphasises the importance of improving its insight into, and knowledge about, safety and security in Statoil’s operations, Statoil's technical and commercial activities as well as the company's local organisations. In 2016, whole or parts of the board visited Statoil’s operations in Brazil, Tanzania, Russia and the United States.

 

Statoil's board has established three sub-committees: the audit committee; the compensation and executive development committee; and the safety, sustainability and ethics committee. The committees prepare items for consideration by the board and their authority is limited to making such recommendations. The committees consist entirely of board members and are answerable to the board alone for the performance of their duties. Minutes of the committee meetings are sent to the whole board, and the chair of each committee regularly informs the board at board meetings about the committee's work. The composition and work of the committees are further described below.

 

Audit committee

The board of directors elects at least three of its members to serve on the board of directors' audit committee and appoints one of them to act as chair. The employee-elected members of the board of directors may nominate one audit committee member.

 

At year-end 2016, the audit committee members were Jeroen van der Veer (chair), Roy Franklin, Rebekka Glasser Herlofsen and Ingrid di Valerio (employee-elected board member). Jakob Stausholm chaired the audit committee from September 2009 and until his resignation as board member 30 September 2016.

 

The audit committee is a sub-committee of the board of directors, and its objective is to act as a preparatory body in connection with the board's supervisory roles with respect to financial reporting and the effectiveness of the company's internal control system. It also attends to other tasks assigned to it in accordance with the instructions for the audit committee adopted by the board of directors. The audit committee is instructed to assist the board of directors in its supervising of matters such as:

·           Approving the internal audit plan on behalf of the board of directors

·           Monitoring the financial reporting process, including oil and gas reserves, fraudulent issues and reviewing the implementation of accounting principles and policies

·           Monitoring the effectiveness of the company's internal control, internal audit and risk management systems

·           Maintaining continuous contact with the external auditor regarding the annual and consolidated accounts

·           Reviewing and monitoring the independence of the company's internal auditor and the independence of the external auditor, reference is made to the Norwegian Auditors Act chapter 4, and, in particular, whether services other than audits provided by the external auditor or the audit firm are a threat to the external auditor's independence

 

The audit committee supervises implementation of and compliance with the group's Code of Conduct in relation to financial reporting.

 

The internal audit function reports directly to the board of directors’ audit committee and to the chief executive officer.

 

Under Norwegian law, the external auditor is appointed by the shareholders at the annual general meeting based on a proposal from the corporate assembly. The audit committee issues a statement to the annual general meeting relating to the proposal.

 

The audit committee meets at least five times a year and both the board and the board’s audit committee hold meetings with the internal auditor and the external auditor on a regular basis without the company’s management being present.

 

The audit committee is also charged with reviewing the scope of the audit and the nature of any non-audit services provided by external auditors.

 

The audit committee is tasked with ensuring that the company has procedures in place for receiving and dealing with complaints received by the company regarding accounting, internal control or auditing matters, and procedures for the confidential and anonymous submission, via the group's ethics helpline, by company employees of concerns regarding accounting or auditing matters, as well as other matters regarded as being in breach of the group's Code of Conduct, a material violation of an applicable US federal or state securities law, a material breach of fiduciary duties or a similar material violation of any other US or Norwegian statutory provision. The audit committee is designated as the company's qualified legal compliance committee for the purposes of Part 205 in Title 17 of the U.S. Code of Federal Regulations.

 

108     Statoil, Annual Report on Form 20-F 2016       


 

In the execution of its tasks, the audit committee may examine all activities and circumstances relating to the operations of the company. In this regard, the audit committee may request the chief executive officer or any other employee to grant it access to information, facilities and personnel and such assistance as it requests. The audit committee is authorised to carry out or instigate such investigations as it deems necessary in order to carry out its tasks and it may use the company's internal audit or investigation unit, the external auditor or other external advice and assistance. The costs of such work will be covered by the company.

 

The audit committee is only responsible to the board of directors for the execution of its tasks. The work of the audit committee in no way alters the responsibility of the board of directors and its individual members, and the board of directors retains full responsibility for the audit committee's tasks.

 

The audit committee held six meetings in 2016. There was 96% attendance at the committee's meetings.



The board of directors has decided that a member of the audit committee, Jeroen van der Veer, qualifies as an "audit committee financial expert", as defined in Item 16A of Form 20-F. The board of directors has also concluded that Jeroen van der Veer, Roy Franklin and Rebekka Glasser Herlofsen are independent within the meaning of Rule 10A-3 under the Securities Exchange Act.

 

The committee's mandate is available at www.statoil.com/auditcommittee

 

Compensation and executive development committee

The compensation and executive development committee is a sub-committee of the board of directors that assists the board in matters relating to management compensation and leadership development. The main responsibilities of the compensation and executive development committee are:

 

(1) as a preparatory body for the board, to make recommendations to the board in all matters relating to principles and the framework for executive rewards, remuneration strategies and concepts, the CEO's contract and terms of employment, and leadership development, assessments and succession planning;

 

(2) to be informed about and advise the company's management in its work on Statoil's remuneration strategy for senior executive and in drawing up appropriate remuneration policies for senior executives; and

 

(3) to review Statoil's remuneration policies in order to safeguard the owners' long-term interests.

 

The committee consists of up to four board members. At year-end 2016, the committee members were Øystein Løseth (chair), Bjørn Tore Godal, Maria Johanna Oudeman and Wenche Agerup. All of the committee members are non-executive directors. All members, except for Wenche Agerup, are independent.

 

The committee held five meetings in 2016 and attendance was 95%.

 

For a more detailed description of the objective and duties of the compensation and executive development committee, please see the instructions for the committee available at www.statoil.com/compensationcommittee .

 

Safety, sustainability and ethics committee

The safety, sustainability and ethics committee is a sub-committee of the board of directors that assists the board in matters relating to safety, sustainability and ethics.

 

The safety, sustainability and ethics committee is chaired by Roy Franklin and the other members are Bjørn Tore Godal, Wenche Agerup, Stig Lægreid (employee-elected board member) and Lill-Heidi Bakkerud (employee-elected board member).

 

In its business activities, Statoil is committed to comply with applicable laws and regulations and to act in an ethical, environmental, safe and socially responsible manner. The committee has been established to support our commitment in this regard, and it assists the board of directors in its supervision of the company's safety, sustainability and ethics policies, systems and principles with the exception of aspects related to “financial matters”.

 

Establishing and maintaining a committee dedicated to safety, sustainability and ethics is intended to ensure that the board of directors has a strong focus on and knowledge of these complex, important and constantly evolving areas. The committee acts as a preparatory body for the board of directors and, among other things, monitors and assesses the effectiveness, development and implementation of policies, systems and principles in the areas of safety, sustainability and ethics, with the exception of aspects related to “financial matters”.

 

The committee held six meetings in 2016, and attendance was 83%.

 

Statoil, Annual Report on Form 20-F 2016      109  


 

For a more detailed description of the objective, duties and composition of the committee, please see the instructions for the committee available at www.statoil.com/ssecommittee .

 

3.6 Management

The president and CEO has overall responsibility for day-to-day operations in Statoil and appoints the corporate executive committee (CEC). The president and CEO is responsible for developing Statoil's business strategy and presenting it to the board of directors for decision, for the execution of the business strategy and for cultivating a performance-driven, values-based culture.

 

Members of the CEC have a collective duty to safeguard and promote Statoil's corporate interests and to provide the president and CEO with the best possible basis for deciding the company's direction, making decisions and executing and following up business activities. In addition, each of the CEC members is head of a separate business area or staff function.

Members of Statoil's corporate executive committee as of 31 December 2016:


 

 

 



Eldar Sætre,
President and CEO

Eldar Sætre

Born : 1956

Position : President and chief executive officer of Statoil ASA since 15 October 2014.

External offices : Member of the board of Strømberg Gruppen AS and Trucknor AS.

Number of shares in Statoil ASA as of 31 December 2016 : 47,882

Loans from Statoil : None
Experienc e: Sætre joined Statoil in 1980. Executive vice president and CFO from October 2003 until December 2010. Executive vice president for Marketing, Midstream and Processing (MMP) from 2011 until 2014.

Education : MA in business economics from the Norwegian School of Economics and Business Administration (NHH) in Bergen.

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.

Other matters: Sætre is a Norwegian citizen and resident in Norway.

 

 

 

 

 


Hans Jakob Hegge,
Chief financial
officer (CFO)

Hans Jakob Hegge

Born : 1969
Position : Executive vice president and chief financial officer (CFO) of Statoil ASA since 1 August 2015.

External offices : None

Number of shares in Statoil ASA as of 31 December 2016 : 28,190

Loans from Statoil : None

Experience : Hegge has held several managerial positions in Statoil, including senior vice president (SVP) for Operations North in Development and Production Norway (DPN) (2013-2015), SVP for Operations East (2011-2013) in DPN, SVP for Operational

110     Statoil, Annual Report on Form 20-F 2016       


 

Development in DPN (2009-2011) and SVP for Global Business Services in Chief Financial Officer area (CFO) (2005-2009). From 1995 to 2004 he held various positions in DPN, Natural Gas business area and corporate functions in Statoil.

Education : Master of Science degree from the Norwegian School of Economics and Business Administration (NHH).

Family relations : No family relations to other members of the CEC, members of the board or the corporate assembly.
Other matters : Hegge is a Norwegian citizen and resident in Norway.

 

 

 

 

 




Jannicke Nilsson

Chief Operating Officer (COO)

 

Jannicke Nilsson

Born: 1965
Position: Executive vice president and chief operating officer (COO) of Statoil ASA since 1 December 2016.

External offices: Member of the board of Odfjell SE

Number of shares in Statoil ASA as of 31 December 2016: 35,049 

Loans from Statoil: None

Experience: Jannicke Nilsson joined Statoil in 1999 and has held a number of central management positions within upstream operations Norway, including senior vice president for Technical Excellence in Technology, Projects & Drilling, senior vice president for Operations North Sea, vice president for modifications and project portfolio Bergen and platform manager at Oseberg South. In august 2013 she was appointed programme leader for Statoil technical efficiency programme (STEP), responsible for a project portfolio targeting yearly efficiency gains of 2.5 billion USD from 2016.

Education: MSc in cybernetics and process automation and a BSc in automation from the Rogaland Regional College/University of Stavanger.

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.
Other matters: Nilsson is a Norwegian citizen and resident in Norway.

 

 

 

 



 



Lars Christian Bacher,
Executive vice president Development and Production International (DPI)

Lars Christian Bacher

Born : 1964
Position : Executive vice president of Statoil ASA since 1 September 2012.
External offices : None

Number of shares in Statoil ASA as of 31 December 2016 : 24,896

Loans from Statoil ASA: None

Experience Bacher joined Statoil in 1991 and has held a number of leading positions in Statoil, including that of platform manager on the Norne and Statfjord fields on the Norwegian continental shelf. He was in charge of the merger process involving the offshore installations of Norsk Hydro and Statoil. Bacher has also been senior vice president for Gullfaks operations and subsequently for the Tampen area. His most recent position, which he held from September 2009, was as senior vice president for Statoil's Canadian operations in Development & Production International (DPI).

Education : Master of science in chemical engineering from the Norwegian Institute of Technology (NTH). He also holds a business degree in Finance from the Norwegian School of Economics and Business Administration (NHH).

Family relations : No family relations to other members of the corporate executive committee, the board of directors or the corporate assembly.

Statoil, Annual Report on Form 20-F 2016      111  


 

Other matters : Bacher is a Norwegian citizen and resident in Norway.

 

 

 

 

 

 

 

 

 

 

 


Torgrim Reitan,
Executive vice president Development and Production USA (DPUSA)

 

Torgrim Reitan

Bor n 1969
Position: Executive vice president of Statoil ASA since 1 January 2011.

External offices: None

Number of shares in Statoil ASA as of 31 December 2016: 32,276

Loans from Statoil: None

Experience: From 1 January 2011 to 1 August 2015 Reitan held the position as executive vice president and chief financial officer of Statoil (CFO). He has held several managerial positions in Statoil, including senior vice president (SVP) in trading and operations in the Natural Gas business area (2009 - 2010), SVP in performance management and analysis (2007 - 2009) and SVP in performance management, tax and M&A (2005 - 2007). From 1995 to 2004, Reitan held various positions in the Natural Gas business area and corporate functions in Statoil.

Education: Master of science degree from the Norwegian School of Economics and Business Administration (Siviløkonom) (NHH).

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.
Other matters: Reitan is a Norwegian citizen and resident in the United States.

 

 

 

 

John Knight,
Executive vice president
Global Strategy and Business
Development (GSB)

John Knight
Born: 1958

Position : Executive vice president of Statoil ASA since 1 January 2011.

External offices: Member on the advisory board of the Columbia University Center on Global Energy Policy in New York, and member of the advisory board of Lloyd’s Register. Chair of ONS18 Conference Committee in Stavanger, Norway.

Numbers of shares in Statoil ASA as of 31 December 2016: 103,808

Loans from Statoil ASA: None

Experience: Knight held several central managerial positions in International Operations in Statoil since 2002, mainly in business development. Between 1987 and 2002, Knight held various positions in energy investment banking. From 1977 to 1987, he qualified and worked as a barrister/lawyer, and was employed by Shell Petroleum in London during the period 1985-1987.

Education: Knight has first and post-graduate degrees in law from Cambridge University and the Inns of Court School of Law in London.

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.

Other matters: Knight is a British citizen and resident in England.

 

 

 

 


Tim Dodson.
Executive vice president, Exploration (EXP)

112     Statoil, Annual Report on Form 20-F 2016       


 

Tim Dodson
Born: 1959
Position: Executive vice president of Statoil ASA since 1 January 2011.

External offices: None
Number of shares in Statoil ASA as of 31 December 2016: 29,418

Loans from Statoil ASA: None

Experience: Dodson has worked in Statoil since 1985 and held central management positions in the company, including the positions of senior vice president for Global Exploration, Exploration & Production Norway and the Technology arena.

Education: Bachelor’s degree of science in geology and geography from the University of Keele.

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.

Other matters: Dodson is a British citizen and resident in Norway.

 

 




 

 




Margareth Øvrum.
Executive vice president Technology, Projects and Drilling (TPD)

Margareth Øvrum

Born: 1958

Position: Executive vice president of Statoil ASA since September 2004.

External offices: Member of the board of Atlas Copco AB (Sweden) (until 26 April 2017), Alfa Laval (Sweden) and FMC Corporation (US).

Number of shares in Statoil ASA as of 31 December 2016: 49,227

Loans from Statoil: None

Experience: Øvrum has worked for Statoil since 1982 and has held central management positions in the company, including the position of executive vice president for health, safety and the environment and executive vice president for Technology & Projects. Øvrum was the company's first female platform manager, on the Gullfaks field. She was senior vice president for operations for Veslefrikk and vice president of operations support for the Norwegian continental shelf.

Education: Master's degree in engineering (sivilingeniør) from the Norwegian Institute of Technology (NTH) in Trondheim, specialising in technical physics.

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.

Other matters: Øvrum is a Norwegian citizen and resident in Norway.

 

 

 





Arne Sigve Nylund,
Executive vice president Development and production Norway (DPN)

Statoil, Annual Report on Form 20-F 2016      113  


 


Arne Sigve Nylund

Born: 1960

Position: Executive vice president of Statoil ASA since 1 January 2014.

External offices: Member of the board of directors of The Norwegian Oil & Gas Association (Norsk Olje & Gass).

Number of shares in Statoil ASA as of 31 December 2016: 11,312

Loans from Statoil: None

Experience: Employed by Mobil Exploration Inc. from 1983-1987. Since 1987, Nylund has held several central management positions in Statoil ASA.

Education: Mechanical engineer from Stavanger College of Engineering with further qualifications in operational technology from Rogaland Regional College/University of Stavanger (UiS). Business graduate of the Norwegian School of Business and Management (NHH).

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.

Other matters: Nylund is a Norwegian citizen and is resident in Norway.

 

 

 

 

 

 

 

 

 

 





Jens Økland,

executive vice president Marketing, Midstream and Processing (MMP)

Jens Økland

Born: 1969

Position: Executive vice president of Statoil ASA since 1 June 2015.

External offices: None 

Number of shares in Statoil ASA as of 31 December 2016:  13,937 

Loans from Statoil ASA: None

Experience: Økland joined Statoil in 1994 and has mainly worked in the mid and downstream areas. Before becoming executive vice president of MMP, Økland worked as vice president of operations for the Åsgard area in Development and Production Norway. Previously Økland was senior vice president of Statoil’s natural gas portfolio and supply business in North America, marketing and developing infrastructure solutions for equity and non-equity production. Before heading up Statoil’s downstream gas division in North America, he had senior marketing and business development positions within natural gas in Europe mainly focusing on Germany, Statoil’s largest gas market.

Education: MSc in business from BI Norwegian Business School.

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.

Other matters: Økland is a Norwegian citizen and resident in Norway.

 

 

 

 







Irene Rummelhoff,

executive vice president New Energy Solutions (NES)

114     Statoil, Annual Report on Form 20-F 2016       


 

Irene Rummelhoff

Born: 1967

Position: Executive vice president of Statoil ASA since 1 June 2015.

External offices: Deputy chair of the board of directors of Norsk Hydro ASA.

Number of shares in Statoil ASA as of 31 December 2016: 21,556 

Loans from Statoil ASA: None

Experience: Rummelhoff joined Statoil in 1991. She has held a number of management positions within international business development, exploration, and the downstream business in Statoil.

Education: Master’s degree in petroleum geosciences from the Norwegian Institute of Technology (NTH).

Family relations: No family relations to other members of the CEC, members of the board or the corporate assembly.

Other matters: Rummehoff is a Norwegian citizen and resident in Norway.

 

 

Statoil has granted loans to the Statoil-employed spouse of certain of the Executive Vice Presidents as part of its general loan arrangement for Statoil employees. Employees in salary grade 12 or higher may take out a car loan from Statoil in accordance with standardised provisions set by the company. The standard maximum car loan is limited to the cost of the car, including registration fees, but not exceeding NOK 300,000. Employees outside the collective labour area are entitled to a car loan up to NOK 575,000 (vice presidents and senior vice presidents) or NOK 475,000 (other positions). The car loan is interest-free, but the tax value, "interest advantage", must be reported as salary. Permanent employees in Statoil ASA may also apply for a consumer loan up to NOK 300.000. The interest rate on consumer loans is corresponding to the standard rate in effect at any time for “reasonable loans” from employer as decided by the Norwegian Ministry of Finance, i.e. the lowest rate an employer may offer without triggering taxation of the advantage for the employee.

 

Statoil, Annual Report on Form 20-F 2016      115  


 

3.7 Compensation to governing bodies

  

Remuneration to the board of directors

The remuneration of the board and its sub-committees is decided by the corporate assembly, based on a recommendation from the nomination committee. The members have an annual, fixed remuneration, except for deputy members (only elected for employee-elected board members) who receive remuneration per meeting attended. Separate rates are set for the board's chair, deputy chair and other members, respectively. Separate rates are also adopted for the board's sub-committees, with similar differentiation between the chair and the other members of each committee. The employee-elected members of the board receive the same remuneration as the shareholder-elected members.

 

The board receives its remuneration by cash payment. Board members from outside Scandinavia and outside Europe, respectively, receive separate travel allowances for each meeting attended. The remuneration is not linked to the board members' performance, option programmes or similar. None of the shareholder-elected board members have a pension scheme or agreement concerning pay after termination of their office with the company. If shareholder-elected members of the board and/or companies they are associated with should take on specific assignments for Statoil in addition to their board membership, this will be disclosed to the full board.

 

In 2016, the total remuneration to the board, including fees for the board's three sub-committees, was NOK 6,524,119 (USD 776,803).

 

Detailed information about the individual remuneration to the members of the board of directors in 2016 is provided in the table below.

  

116     Statoil, Annual Report on Form 20-F 2016       


 

Members of the board (figures in USD thousand except number of shares)

Total

remuneration

Share ownership as of 31 December 2016

 

 

 

Øystein Løseth (chair of the board)

104

1,040

Roy Franklin (deputy chair of the board)

114

-

Jakob Stausholm 1)

52

n.a.

Wenche Agerup

65

2,522

Bjørn Tore Godal

65

-

Rebekka Glasser Herlofsen

61

-

Maria Johanna Oudeman

81

-

Jeroen van der Veer 2)

61

-

Lill-Heidi Bakkerud

55

342

Stig Lægreid

55

1,881

Ingrid Elisabeth di Valerio

61

3,670

 

 

 

Total

777

9,455

 

 

 

1) Member until 30 September 2016 (resigned).

 

 

2) Member from 18 March 2016.

 

 

 

 

 

 

 

 

 

Remuneration to the corporate assembly

The remuneration of the corporate assembly is decided by the general meeting, based on a recommendation from the nomination committee. The members have an annual, fixed remuneration, except for deputy members who receive remuneration per meeting attended. Separate rates are set for the corporate assembly’s chair, deputy chair and other members, respectively. The employee-elected members of the corporate assembly receive the same remuneration as the shareholder-elected members. The corporate assembly receives its remuneration by cash payment.

 

In 2016, the total remuneration to the corporate assembly was NOK 1,065,682 (USD 126,875).

 

Remuneration to the corporate executive committee

 

In 2016, the aggregate remuneration to the corporate executive committee was NOK 71,414,699 (USD 8,503,083) (rounded figure). The board of directors’ complete declaration on remuneration of executive personnel follows below.

 

 

  

Statoil, Annual Report on Form 20-F 2016      117  


 

Main elements - Statoil executive remuneration

Remuneration element

    Objective

Award level

          Performance criteria

Base salary

Attract and retain the right individuals providing competitive but not market-leading terms.

We offer base salary levels which are aligned with and differentiated according to the individual's responsibility and performance. The level is competitive in the markets in which we operate.

The base salary is normally subject to annual review based on an evaluation of the individual’s performance.; see “Annual Variable Pay" below

Cash compensation

The cash compensation is applied as a supplementing fixed remuneration element to be competitive in the market.

Reference is made to the remuneration table.

 

Four of the executive vice presidents receive a cash compensation in lieu of pension accrual with reference to the section on pension and insurance scheme.

No performance criteria are linked to the cash compensation. The cash compensation is not included in the pensionable income.

Annual variable pay

Encourage a strong performance culture. Reward individuals for annual achievement of business objectives and goals relating to ‘how’ results are delivered.

Members of the corporate executive committee are entitled to annual variable pay ranging from 0 – 50% of their fixed remuneration. Target 1 value is 25%.

The threshold principles and the company modifier are applied.

 

Achievement of annual performance goals (how and what to deliver), in order to create long-term and sustainable shareholder value. Assessment of goals defined on the individual’s performance contract including objectives related to selected KPI’s on the balanced scorecard constitute the basis for annual variable pay.

Long-term incentive (LTI)

Strengthen the alignment of top management and shareholder’s long term interests. Retention of key executives.

The LTI system is a monetary compensation calculated as a portion of the participant’s base salary. On behalf of the participant, the company acquires shares equivalent to the net annual grant amount. The shares are subject to a three-year lock-in period and then released for the participant’s disposal. The level of the annual LTI reward is in the range of 25-30%.

 

The threshold principles are applied for the annual grant The company performance modifier is not applied for the LTI.in Statoil ASA

 

 

In Statoil ASA, LTI participation and grant level are reflective of the level and impact of the position and not directly linked to the incumbent’s performance.

Threshold

Financial threshold for payment of variable remuneration and award of LTI grant.

The threshold is based on Statoil group’s full-year adjusted earnings after tax 2 , requiring that a minimum level of earnings must be achieved for any payments to be made. This minimum level is USD 2 billion. Earnings between USD 2 and 3.3 will result in bonus payments reduced by 50%. Above USD 3.3 billion the threshold is fully achieved and variable pay payments are not affected.

Adjusted earnings after tax.

Application of the threshold is subject to a discretionary assessment of the company’s overall performance.

Company performance modifier

Strengthen the alignment between variable remuneration and the company’s performance.

 

The company performance modifier determines the proportion of the bonus that will be paid, ranging from 50% to 150%

 

The company performance modifier is subject to approval by the annual general meeting.

 

 

Company performance is assessed against two equally weighted measures: relative total shareholder return (TSR) and relative return on average capital employed (RoACE).

Application of the modifier is subject to discretionary assessment based on the company’s overall performance.

 

Pension & insurance schemes

Provide competitive postemployment and other benefits.

The company offers a general occupational pension plan and insurance scheme aligned with local markets c.f. section on pension and insurance scheme

N/A

Employee share savings plan

Align and strengthen employee and shareholder’s interests and remunerate for long term commitment and value creation.

The share savings plan is offered to all employees in the group, provided no restrictions due to local legislation or business requirements. Participants are offered to purchase Statoil shares in the market limited to 5% of annual base salary.

If shares are kept for two calendar years of continued employment, the participants will be allocated bonus shares proportionate to their purchase.

  


1 Target value reflects fully satisfactory goal achievement

2 See calculation of Adjusted earnings after tax in section 5.2 Accounting standards and non-GAAP measures

118     Statoil, Annual Report on Form 20-F 2016       


 

Pension and insurance schemes

Members of the corporate executive committee in Statoil ASA are covered by the company’s general occupational pension scheme which is a defined contribution scheme with a contribution level of 7% below 7,1 G and 22% above 7,1 G 3 . A defined benefit scheme is retained by a grandfathered group of employees. For new members of the corporate executive committee appointed after 13   February 2015, a cap on pension contribution at 12 G is applied. In lieu of pension accrual above 12 G a cash compensation is provided.

 

Members of the corporate executive committee appointed before 13 February 2015, will maintain their pension contribution above 12 G based on obligations in previously established agreements.

 

The chief executive officer and three executive vice presidents have individual early retirement pension agreement with the company.

 

The chief executive officer and one of the executive vice presidents have individual pension terms according to a previous standard arrangement implemented in October 2006. Subject to specific terms those executives are entitled to a pension amounting to 66 per cent of pensionable salary and a retirement age of 62. When calculating the number of years of membership in Statoil’s general pension plan, these agreements grant the right to an extra contribution time corresponding to half a year of extra membership for each year the individual has served as executive vice president.

 

In addition, two members of the corporate executive committee have individually agreed retirement age of 65 and an early retirement pension level amounting to 66% of pensionable salary.

 

The individual pension terms for executive vice presidents outlined above are results of commitments according to previous established agreements.

 

Statoil has implemented a general cap on pensionable income at 12 G for all new hires into the company employed as of 1 September 2017.

 

In addition to the pension benefits outlined above, the executive vice presidents in the parent company are offered disability and dependents’ benefits in accordance with Statoil’s general pension plan/defined benefit plan. Members of the corporate executive committee are covered by the general insurance schemes applicable within Statoil.

 

Severance pay arrangements

The chief executive officer and the executive vice presidents are entitled to a severance payment equivalent to six months’ salary, commencing at the time of expiry of a six months’ notice period, when the resignation is at the request from the company. The same amount of severance payment is also payable if the parties agree that the employment should be discontinued and the executive vice president gives notice pursuant to a written agreement with the company. Any other payment earned by the executive vice president during the period of severance payment will be fully deducted. This relates to earnings from any employment or business activity where the executive vice president has active ownership.

 

The entitlement to severance payment is conditional on the chief executive officer or the executive vice president not being guilty of gross misconduct, gross negligence, disloyalty or other material breach of his/her duties.

 

As a general rule, the chief executive officer’s/executive vice president’s own notice will not instigate any severance payment.

 

Other benefits

The members of the corporate executive committee have benefits in kind such as company car and electronic communication. They are also eligible for participation in the share saving scheme as described above.

 

Performance management, assessment and results essential for variable pay

 

Individual salary and annual variable pay reviews are based on the performance evaluation in our performance management system.

 

Performance is evaluated in two dimensions; “What” we deliver and “How” we deliver. “What” we deliver (business delivery) is defined through the company’s performance framework “Ambition to Action”, which addresses strategic objectives, key performance Indicators (KPIs) and actions across the five perspectives; Safety, Security and Sustainability, People and Leadership, Operations, Market and Results. Generally, Statoil believes in setting ambitious targets to inspire and drive strong performance.

 

Goals on “How” we deliver are based on our core values and leadership principles and address the behaviour required and expected in order to achieve our delivery goals.

 


3  G = The basic amount of the Norwegian Social security system

Statoil, Annual Report on Form 20-F 2016      119  


 

Performance evaluation is holistic, involving both measurement and assessment. Since KPIs are indicators only, sound judgement and hindsight insights are applied. Significant changes in assumptions are taken into account, as well as target ambition levels, sustainability of delivered results and strategic contribution.

 

This balanced approach, which involves a broad set of goals defined in relation to both “What” and “How” dimensions and an overall performance evaluation, is viewed to significantly reduce the likelihood that remuneration policies may stimulate excessive risk-taking or have other material adverse effects.

 

In the performance contracts of the chief executive officer and chief financial officer, one of several targets is related to the company’s relative total shareholder return (TSR). The amount of the annual variable pay is decided based on an overall assessment of the performance of various targets including but not limited to the company's relative TSR.

  

120     Statoil, Annual Report on Form 20-F 2016       


 

In 2016, the main objectives and KPIs for each perspective were as outlined below. Each perspective was in addition supported by comprehensive plans and actions.

 

Strategic objectives 

2016 assessment

 

Safety, security and sustainability

 

The strategic objectives and actions address safety, security and sustainability

 

Serious Incident Frequency (actual) of 0.29 was above target.

Target on the number of oil and gas leakages was not met. CO2 intensity for the upstream portfolio was in line with target.

 

People and organisation

The strategic objectives and actions address high performing leaders and teams, and global and cost-effective capabilities

Employee engagement was above target, increasing from 2015 during a period of extensive organizational efficiency programmes. People development was in line with 2015, with strong focus on building competence and upholding learning activity throughout 2016 yielding positive results.

Operations

The strategic objectives and actions address reliable and cost-efficient operations, and value-driven technology development

 

Production exceeded target, despite an extensive maintenance programme. Relative unit production cost remained the lowest among industry peers. Production efficiency was slightly below target.

Market

The strategic objectives and actions address stakeholder trust, value chain optimisation and portfolio and project management

Capex was below target and external guiding level, due to increased efficiency and stricter prioritization. Cost efficiency for projects under development was above target, exceeding the industry average. Reserve replacement ratio was below the target of >1. Value creation from exploration was below target, mainly due to lower-than-expected discovered volumes.

 

Results

The strategic objectives and actions address shareholder return, financial robustness, value creation from exploration and cost & capital discipline

 

Relative Shareholder Return (TSR) improved and ended 3 rd in an industry peer group of 12.  Relative ROACE for 2016 ended 9 th in an industry peer group of 12, falling as a result of exposure to upstream margins. The cash flow improvement programme delivered above target.

 

 

Board assessment of the chief executive officer’s performance

In its assessment of the chief executive officer’s performance, and consequently his annual pay for 2016, the board has put emphasis on the solid delivery on production, efficiency, and prioritization. CAPEX was below target and guiding, and relative TSR is first quartile. The number of oil and gas leakages was above target, while CO2 intensity for the upstream portfolio was in line with target. The actual SIF was above target (0.29 versus target of 0.18).

 

  

 

 

+

 

 

 

 

 

 

 

 

 

 

 

 

Fixed remuneration

 

 

 

 

 

 

 

 

 

 

Members of corporate

executive committee                                                                                                    (figures in USD thousand,

except no. of shares) 1), 2)

Fixed pay 3)

Cash allowance 4)

LTI 5)

Annual

variable pay 6)

Taxable

benefits

2016 Taxable

compensation

Non-taxable

benefits

in kind

Estimated

pension

cost 7)

Estimated present

value of pension

obligation 8)

 

2015 Taxable compensation 9)

Share ownership at 31 December 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Eldar Sætre 13)

937

0

138

245

37

1,356

0

0

11,261

 

1,754

47,882

Margareth Øvrum

453

0

53

106

18

631

20

0

6,788

 

751

49,227

Timothy Dodson

440

0

51

67

15

573

39

141

4,746

 

673

29,418

Irene Rummelhoff

349

54

37

61

10

511

0

26

1,070

 

294

21,556

Jens Økland

347

58

40

53

12

509

0

22

785

 

329

13,937

Arne Sigve Nylund

398

0

49

80

18

546

0

112

4,047

 

690

11,312

Lars Christian Bacher

419

0

45

89

14

567

52

110

2,039

 

647

24,896

Hans Jakob Hegge

372

62

43

71

13

561

0

23

1,097

 

251

28,190

Jannicke Nilsson 10)

32

5

2

0

0

40

0

3

1,032

 

NA

35,049

Anders Opedal 11)

338

57

40

78

2

514

0

23

1,030

 

456

15,910

Torgrim Reitan 12)

611

0

49

87

137

884

0

115

1,947

 

744

32,276

John Knight 13)

1,679

0

0

0

131

1,810

0

0

0

 

2,089

103,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2016      121  


 

1)      All figures in the table are presented in USD based on average currency rates (2016: USD/NOK = 8.3987, USD/GBP = 1.3538. 2015: USD/NOK = 8,0739, USD/GBP = 1,5289). The figures are presented on accrual basis.

2)      All CEC members receive their remuneration in Norwegian Kroner except John Knight who receives the remuneration in GBP.

3)      Fixed pay consists of base salary, fixed remuneration element, holiday allowance and other administrative benefits.

4)      Cash allowance in lieu of pension accrual above 12 G (the base amount in the national insurance scheme).

5)      The fixed long-term incentive (LTI) element implies an obligation to invest the net amount in Statoil shares, including a lock-in period. The LTI element is presented the year it is granted for the members of the corporate executive committee employed by Statoil ASA.

6)      Annual variable pay includes holiday allowance for corporate executive committee (CEC) members resident in Norway.

7)      Estimated pension cost is calculated based on actuarial assumptions and pensionable salary (mainly base salary) at 31 December 2015 and is recognized as pension cost in the statement of income for 2016. 

8)      Estimated present value of pension obligation related to Eldar Sætre, Arne Sigve Nylund, Margareth Øvrum og Timothy Dodson are based on the estimated value of paid-up policies and rights letters from the Defined Benefit Pension Scheme. Estimated present value of pension obligation for the rest of the members of the corporate executive committee employed by Statoil ASA, is presented with value of paid-up policies and right letters from the Defined Benefit Pension Scheme and accrued pension assets from the Defined Contribution Pension Scheme.

9)      Includes 2015 CEC members who are also CEC members in 2016.

10)    Jannicke Nilsson was appointed executive vice president and chief operating officer (COO) from 1 December 2016.

11)    Anders Opedal left the position as executive vice president and chief operating officer (COO) at 30 November 2016.

12)    Compensation and benefit for Torgrim Reitan is according to Statoil’s international assignment terms.

13)    Fixed pay for Eldar Sætre includes a fixed remuneration element of USD 238 thousand not included in pensionable salary. John Knight’s fixed pay includes a fixed remuneration element of USD 143 thousand that replaces his defined contribution pension plan and a fixed remuneration element of USD 724 thousand replacing his variable pay arrangements.

 

There are no loans from the company to members of the corporate executive committee.

 

122     Statoil, Annual Report on Form 20-F 2016       


 

Company performance modifier

Introduction

Based on approval by the annual general meeting in 2016 a company performance modifier has been introduced to be applied in calculation of variable pay. The intention is to continue with the performance modifier in 2017. The relative total shareholder return is recommended as one of the criteria in the modifier. Thus, the case is submitted to the annual general meeting for approval, pursuant to the provisions in the Public Limited Companies Act § 5-6 third paragraph last sentence ref. § 6-16 a, first paragraph third sentence number 3.

 

Background

Statoil has implemented annual variable pay schemes (AVP) for members of the corporate executive committee. The schemes are described in section on remuneration concept for the corporate executive committee of this declaration. Other executives, managers and employees in defined professional positions are also eligible for individual variable pay according to the company’s guidelines.

 

The company performance modifier is implemented to strengthen the link between the company’s overall financial results and the individual variable pay. The governmental guidelines on executive remuneration also underline that “there shall be a clear connection between the variable salary and the performance of the company.”

 

Proposal

Based on this, the performance modifier will be continued in 2017. The company performance will be assessed against two equally weighted measures: relative total shareholder return (TSR) and relative return on average capital employed (RoACE). TSR and RoACE are currently also applied as performance indicators in the corporate performance management system.

 

The results of these two performance measures are compared to our peers and our relative position determined. A position of Q1 means that Statoil is amongst the top scoring quartile of peer companies. A position of Q4 means Statoil is in the bottom performing quartile. In years with strong deliveries on relative TSR and RoACE, the matrix will result in the variable pay being modified with a factor higher than one and, correspondingly, lower than one in weak years. The combination of ratings for both measures, will act as a ‘multiplier’ according to the guideline in the matrix displayed below.

 


 

 

By applying relative numbers, the effect of fluctuating oil price will be reduced. Within the framework of 50 - 150%, the matrix is a guideline and the multiplier (percentages) may be adjusted if oil or gas price effects or other occurrences outside the control of the company are deemed to cause disproportionate results in a given year.

 

Subject to approval by the 2017 general meeting, the company performance modifier will be continued in calculations of annual variable pay for members of the corporate executive committee in the earning year 2017 with subsequent impact on annual variable pay in 2018. The modifier will also be applied in other variable pay schemes below the corporate executive level. Further application of the company performance modifier will also be assessed and decided if deemed appropriate.

 

The annual variable pay for members of the corporate executive committee will be within a framework of 50% of the fixed remuneration irrespective of the result of the modifier. Any deviations from this framework for members of the corporate executive committee will be explained in the board’s annual declaration on remuneration and other employment terms for Statoil’s corporate executive committee.

 

 

Statoil, Annual Report on Form 20-F 2016      123  


 

3.8 Share ownership

The number of Statoil shares owned by the members of the board of directors and the executive committee and/or owned by their close associates is shown below. Individually, each member of the board of directors and the corporate executive committee owned less than 1% of the outstanding Statoil shares.

124     Statoil, Annual Report on Form 20-F 2016       


 

 

 

As of 31 December

As of 8 March

Ownership of Statoil shares (including share ownership of «close associates»)

2016

2017

 

 

 

 

Members of the corporate executive committee

 

 

Eldar Sætre

47,882

48,629

Hans Jakob Hegge

28,190

29,111

Jannicke Nilsson

35,049

35,972

Lars Christian Bacher

24,896

20,895

Torgrim Reitan

32,276

33,133

John Knight

103,808

105,593

Tim Dodson

29,418

30,349

Margareth Øvrum

49,227

50,499

Arne Sigve Nylund

11,312

11,312

Jens Økland

13,937

14,462

Irene Rummelhoff

21,556

22,082

 

 

 

 

Members of the board of directors

 

 

Øystein Løseth

1,040

1,040

Roy Franklin

0

0

Bjørn Tore Godal

0

0

Jeroen van der Veer

0

0

Maria Johanna Oudeman

0

0

Rebekka Glasser Herlofsen

0

0

Wenche Agerup

2,522

2,522

Lill-Heidi Bakkerud

342

342

Ingrid Elisabeth di Valerio

3,670

3,949

Stig Lægreid

1,881

1,881

 

 

 

 

Individually, each member of the corporate assembly owned less than 1% of the outstanding Statoil shares as of 31 December 2016 and as of 8 March 2017. In aggregate, members of the corporate assembly owned a total of 24,578 shares as of 31 December 2016 and a total of 25,331 shares as of 8 March 2017. Information about the individual share ownership of the members of the corporate assembly is presented in the section 3.8 Corporate assembly, board of directors and management.

 

The voting rights of members of the board of directors, the corporate executive committee and the corporate assembly do not differ from those of ordinary shareholders.

 

3.9 External auditor

  

Our external registered public accounting firm (external auditor) is independent in relation to Statoil and is elected by the general meeting of shareholders. The external auditor's fee must be approved by the general meeting of shareholders.

 

Pursuant to the instructions for the board's audit committee approved by the board of directors, the audit committee is responsible for ensuring that the company is subject to an independent and effective external and internal audit. Every year, the external auditor presents a plan to the audit committee for the execution of the external auditor's work. The external auditor attends the meeting of the board of directors that deals with the preparation of the annual accounts.

 

The external auditor also participates in meetings of the audit committee. The audit committee considers all reports from the external auditor before they are considered by the board of directors. The audit committee meets at least five times a year and both the board and the board’s audit committee hold meetings with the internal auditor and the external auditor on a regular basis without the company’s management being present.

 

When evaluating the external auditor, emphasis is placed on the firm's qualifications, capacity, local and international availability and the size of the fee.

 

The audit committee evaluates and makes a recommendation to the board of directors, the corporate assembly and the general meeting of shareholders regarding the choice of external auditor. The committee is responsible for ensuring that the external auditor

Statoil, Annual Report on Form 20-F 2016      125  


 

meets the requirements in Norway and in the countries where Statoil is listed. The external auditor is subject to the provisions of US securities legislation, which stipulates that a responsible partner may not lead the engagement for more than five consecutive years.

 

The audit committee's policies and procedures for pre-approval

In its instructions for the audit committee, the board of directors has delegated authority to the audit committee to pre-approve assignments to be performed by the external auditor. Within this pre-approval, the audit committee has issued further guidelines. The audit committee has issued guidelines for the management's pre-approval of assignments to be performed by the external auditor.

 

All audit-related and other services provided by the external auditor must be pre-approved by the audit committee. Provided that the types of services proposed are permissible under SEC guidelines, pre-approval is usually granted at a regular audit committee meeting. The chair of the audit committee has been authorised to pre-approve services that are in accordance with policies established by the audit committee that specify in detail the types of services that qualify. It is a condition that any services pre-approved in this manner are presented to the full audit committee at its next meeting. Some pre-approvals can therefore be granted by the chair of the audit committee if an urgent reply is deemed necessary.

 

Remuneration of the external auditor in 2014 – 2016

In the annual Consolidated financial statements and in the parent company's financial statements, the independent auditor's remuneration is split between the audit fee and the fee for audit-related and other services. The chair presents the breakdown between the audit fee and the fee for audit-related and other services to the annual general meeting of shareholders.

 

The following table sets out the aggregate fees related to professional services rendered by Statoil's principal accountant KPMG AS, for the fiscal year 2016, 2015 and 2014.

126     Statoil, Annual Report on Form 20-F 2016       


 

Auditor's remuneration

 

Full year

(in USD million, excluding VAT)

2016

2015

2014

 

 

 

 

Audit fee

6.5

6.1

7.1

Audit related fee

1.0

1.7

1.3

Tax fee

0.1

0.0

0.0

Other service fee

0.0

0.0

0.0

 

 

 

 

Total

7.5

7.9

8.4

 

 

 

 

All fees included in the table have been approved by the board's audit committee.

 

Audit fee   is defined as the fee for standard audit work that must be performed every year in order to issue an opinion on Statoil's Consolidated financial statements, on Statoil's internal control over annual reporting and to issue reports on the statutory financial statements. It also includes other audit services, which are services that only the independent auditor can reasonably provide, such as the auditing of non-recurring transactions and the application of new accounting policies, audits of significant and newly implemented system controls and limited reviews of quarterly financial results.

 

Audit-related fees   include other assurance and related services provided by auditors, but not limited to those that can only reasonably be provided by the external auditor who signs the audit report, that are reasonably related to the performance of the audit or review of the company's financial statements, such as acquisition due diligence, audits of pension and benefit plans, consultations concerning financial accounting and reporting standards.

 

Other services fees   include services provided by the auditors within the framework of the Sarbanes-Oxley Act, i.e. certain agreed procedures.

 

In addition to the figures in the table above, the audit fees and audit-related fees relating to Statoil lated fees relating to Statoil- 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 127 operated licences paid to KPMG for the years 2016, 2015 and 2014 amounted to USD 0.8 million, USD 0.9 million and USD 1.0 million, respectively.

 

3.10 Controls and procedures

 

This section describes controls and procedures relating to our financial reporting.

 

Evaluation of disclosure controls and procedures

The management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by the Form 20-F. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these disclosure controls and procedures are effective at a reasonable level of assurance.

 

In order to facilitate the evaluation, the disclosure committee reviews material disclosures made by Statoil for any errors, misstatements and omissions. The disclosure committee is chaired by the chief financial officer. It consists of the heads of investor relations, accounting and financial compliance, performance management and risk, tax and the general counsel and it may be supplemented by other internal and external personnel. The head of the internal audit is an observer at the committee's meetings.

 

In designing and evaluating our disclosure controls and procedures, our management, with the participation of the chief executive officer and chief financial officer, recognised that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance that the desired control objectives will be achieved, and that the management must necessarily exercise judgment when evaluating the cost-benefit aspects of possible controls and procedures. Because of the limitations inherent in all control systems, no evaluation of controls can provide absolute assurance that all control issues and any instances of fraud in the company have been detected.

 

The management's report on internal control over financial reporting

The management of Statoil ASA is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed, under the supervision of the chief executive officer and chief financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Statoil's financial statements for external reporting purposes in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). The accounting policies applied by the group also comply with IFRS as issued by the International Accounting Standards Board (IASB).

 

Statoil, Annual Report on Form 20-F 2016      127  


 

The management has assessed the effectiveness of internal control over financial reporting based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the management has concluded that Statoil's internal control over financial reporting as of 31 December 2016 was effective.

 

Statoil's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, provide reasonable assurance that transactions are recorded in the manner necessary to permit the preparation of financial statements in accordance with IFRS, and that receipts and expenditures are only carried out in accordance with the authorisation of the management and directors of Statoil; and provide reasonable assurance regarding the prevention or timely detection of any unauthorised acquisition, use or disposition of Statoil's assets that could have a material effect on our financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Moreover, projections of any evaluation of the effectiveness of internal control to future periods are subject to a risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

 

The effectiveness of internal control over financial reporting as of 31 December 2016 has been audited by KPMG AS, an independent registered public accounting firm that also audits the Consolidated financial statements included in this annual report. Their audit report on the internal control over financial reporting is included in section 4.1 Consolidated financial statements in this report.

 

No changes occurred in our internal control over financial reporting during the period that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

We continuously make improvement to our internal control environment.

 

128     Statoil, Annual Report on Form 20-F 2016       


 

4.1 Statoil Consolidated financial statements

 

With effect from 1 January 2016 the financial statements are presented in US dollars (USD). Comparative data has been converted from Norwegian kroner (NOK) to USD accordingly. For more information concerning this see note 26 Change of presentation currency.

 

CONSOLIDATED STATEMENT OF INCOME

 

 

 

 

 

 

Full year

(in USD million)

Note

2016

2015

2014

 

 

 

 

 

Revenues

   

45,688

57,900

96,708

Net income from equity accounted investments

   

(119)

(29)

(34)

Other income

4

304

1,770

2,590

 

   

 

 

 

Total revenues and other income

3

45,873

59,642

99,264

 

   

 

 

 

Purchases [net of inventory variation]

   

(21,505)

(26,254)

(47,980)

Operating expenses

   

(9,025)

(10,512)

(11,657)

Selling, general and administrative expenses

   

(762)

(921)

(1,159)

Depreciation, amortisation and net impairment losses

10, 11

(11,550)

(16,715)

(15,925)

Exploration expenses

11

(2,952)

(3,872)

(4,666)

 

 

 

 

 

Net operating income

3

80

1,366

17,878

 

 

 

 

 

Net financial items

8

(258)

(1,311)

20

 

   

 

 

 

Income before tax

 

(178)

55

17,898

 

 

 

 

 

Income tax

9

(2,724)

(5,225)

(14,011)

 

 

 

 

 

Net income

   

(2,902)

(5,169)

3,887

 

   

 

 

 

Attributable to equity holders of the company

   

(2,922)

(5,192)

3,871

Attributable to non-controlling interests

   

20

22

16

 

 

 

 

 

Basic earnings per share (in USD)

 

(0.91)

(1.63)

1.22

Diluted earnings per share (in USD)

 

(0.91)

(1.63)

1.21

Weighted average number of ordinary shares outstanding (in millions)

 

3,195

3,179

3,180

Weighted average number of ordinary shares outstanding, diluted (in millions)

 

3,207

3,189

3,189

 

  

Statoil, Annual Report on Form 20-F 2016      129  


 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

Full year

(in USD million)

Note

2016

2015

2014

 

 

 

 

 

Net income

 

(2,902)

(5,169)

3,887

 

 

 

 

 

Actuarial gains (losses) on defined benefit pension plans

19

(503)

1,599

636

Income tax effect on income and expenses recognised in OCI

 

129

(461)

(56)

Items that will not be reclassified to the Consolidated statement of income

 

(374)

1,138

580

 

 

 

 

 

Currency translation adjustments

 

17

(3,976)

(5,167)

Items that may be subsequently reclassified to the Consolidated statement of income

 

17

(3,976)

(5,167)

 

 

 

 

 

Other comprehensive income

 

(357)

(2,838)

(4,587)

 

 

 

 

 

Total comprehensive income

 

(3,259)

(8,007)

(701)

 

 

 

 

 

Attributable to the equity holders of the company

 

(3,279)

(8,030)

(717)

Attributable to non-controlling interests

 

20

22

16

 

  

130     Statoil, Annual Report on Form 20-F 2016       


 

CONSOLIDATED BALANCE SHEET

 

 

 

 

 

 

  At 31 December

(in USD million)

Note

2016

2015

2014

 

 

 

 

 

ASSETS

 

 

 

 

Property, plant and equipment

10

59,556

62,006

75,619

Intangible assets

11

9,243

9,452

11,458

Equity accounted investments

12

2,245

824

1,127

Deferred tax assets

9

2,195

2,022

1,732

Pension assets

19

839

1,284

1,072

Derivative financial instruments

25

1,819

2,697

4,023

Financial investments

13

2,344

2,336

2,634

Prepayments and financial receivables

13

893

967

766

 

 

 

 

 

Total non-current assets

   

79,133

81,588

98,430

 

 

 

 

 

Inventories

14

3,227

2,502

3,193

Trade and other receivables

15

7,839

6,671

11,212

Derivative financial instruments

25

492

542

717

Financial investments

13

8,211

9,817

7,968

Cash and cash equivalents

16

5,090

8,623

11,182

 

   

 

 

 

Total current assets

   

24,859

28,154

34,272

 

   

 

 

 

Assets classified as held for sale

4

537

0

0

 

 

 

 

 

Total assets

   

104,530

109,742

132,702

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

Shareholders’ equity

   

35,072

40,271

51,225

Non-controlling interests

   

27

36

57

 

 

 

 

 

Total equity

17

35,099

40,307

51,282

 

 

 

 

 

Finance debt

18, 22

27,999

29,965

27,593

Deferred tax liabilities

9

6,427

7,421

9,613

Pension liabilities

19

3,380

2,979

3,752

Provisions

20

13,406

12,422

15,766

Derivative financial instruments

25

1,420

1,285

611

 

 

 

 

 

Total non-current liabilities

   

52,633

54,073

57,335

 

 

 

 

 

Trade, other payables and provisions

21

9,666

9,333

13,545

Current tax payable

   

2,184

2,740

5,321

Finance debt

18

3,674

2,326

3,561

Dividends payable

17

712

700

770

Derivative financial instruments

25

508

264

887

 

 

 

 

 

Total current liabilities

   

16,744

15,363

24,085

 

   

 

 

 

Liabilities directly associated with the assets classified as held for sale

4

54

0

0

 

 

 

 

 

Total liabilities

   

69,431

69,436

81,420

 

 

 

 

 

Total equity and liabilities

   

104,530

109,743

132,702

Statoil, Annual Report on Form 20-F 2016      131  


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in USD million)

Share capital

Additional paid-in capital

Retained earnings

Currency translation adjustments

Shareholders' equity

Non-controlling interests

Total equity

 

 

 

 

 

 

 

 

At 31 December 2013

1,139

5,741

47,690

3,863

58,432

81

58,513

Net income for the period

 

 

3,871

 

3,871

16

3,887

Other comprehensive income

 

 

580

(5,167)

(4,587)

 

(4,587)

Total comprehensive income

 

 

 

 

 

 

(701)

Dividends

 

 

(6,517)

 

(6,517)

 

(6,517)

Other equity transactions

 

(26)

54

 

27

(39)

(12)

 

 

 

 

 

 

 

 

At 31 December 2014

1,139

5,714

45,677

(1,305)

51,225

57

51,282

 

 

 

 

 

 

 

 

Net income for the period

 

 

(5,192)

 

(5,192)

22

(5,169)

Other comprehensive income

 

 

1,138

(3,976)

(2,838)

 

(2,838)

Total comprehensive income

 

 

 

 

 

 

(8,007)

Dividends

 

 

(2,930)

 

(2,930)

 

(2,930)

Other equity transactions

 

6

(0)

 

6

(43)

(38)

 

 

 

 

 

 

 

 

At 31 December 2015

1,139

5,720

38,693

(5,281)

40,271

36

40,307

 

 

 

 

 

 

 

 

Net income for the period

 

 

(2,922)

 

(2,922)

20

(2,902)

Other comprehensive income

 

 

(374)

17

(357)

 

(357)

Total comprehensive income

 

 

 

 

 

 

(3,259)

Dividends

17

887

(2,824)

 

(1,920)

 

(1,920)

Other equity transactions

 

1

0

 

2

(30)

(28)

 

 

 

 

 

 

 

 

At 31 December 2016

1,156

6,607

32,573

 (5,264) 1)

35,072

27

35,099

 

1) Balance of currency translation adjustments includes a loss of USD 321 million directly associated with assets classified as held for sale. See note 4 Acquisitions and disposals for information on transaction.

 

Refer to note 17 Shareholders’ equity and dividends.

132     Statoil, Annual Report on Form 20-F 2016       


 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

Full year

(in USD million)

Note

2016

2015

2014

 

 

 

 

 

Income before tax

    

(178)

55

17,898

 

 

 

 

 

Depreciation, amortisation and net impairment losses

10, 11

11,550

16,715

15,925

Exploration expenditures written off

11

1,800

2,164

2,097

(Gains) losses on foreign currency transactions and balances

 

(137)

1,166

883

(Gains) losses on sales of assets and businesses

4

(110)

(1,716)

(1,998)

(Increase) decrease in other items related to operating activities

 

1,076

558

(1,671)

(Increase) decrease in net derivative financial instruments

25

1,307

1,551

254

Interest received

 

280

363

341

Interest paid

 

(548)

(443)

(551)

 

 

 

 

 

Cash flows provided by operating activities before taxes paid and working capital items

 

15,040

20,414

33,178

 

 

 

 

 

Taxes paid

 

(4,386)

(8,078)

(15,308)

 

 

 

 

 

(Increase) decrease in working capital

 

(1,620)

1,292

2,335

 

 

 

 

 

Cash flows provided by operating activities

 

9,034

13,628

20,205

 

 

 

 

 

Additions through business combinations

4

0

(398)

0

Capital expenditures and investments

 

(12,191)

(15,518)

(19,497)

(Increase) decrease in financial investments

 

877

(2,813)

(1,919)

(Increase) decrease in other non-current items

 

107

(22)

128

Proceeds from sale of assets and businesses

4

761

4,249

3,514

 

 

 

 

 

Cash flows used in investing activities

 

(10,446)

(14,501)

(17,775)

 

 

 

 

 

New finance debt

18

1,322

4,272

3,010

Repayment of finance debt

 

(1,072)

(1,464)

(1,537)

Dividend paid

17

(1,876)

(2,836)

(5,499)

Net current finance debt and other

 

(333)

(701)

(2)

 

 

 

 

 

Cash flows provided by (used in) financing activities

 

(1,959)

(729)

(4,028)

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(3,371)

(1,602)

(1,598)

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(152)

(871)

(1,329)

Cash and cash equivalents at the beginning of the period (net of overdraft)

16

8,613

11,085

14,013

 

 

 

 

 

Cash and cash equivalents at the end of the period (net of overdraft)

16

5,090

8,613

11,085

 

Cash and cash equivalents include bank overdrafts of nil at 31 December 2016 (2015: USD 10 million; 2014: USD 97 million).

Interest paid   in cash flows provided by operating activities is excluding capitalised interest of USD 355 million at 31 December 2016, USD 392 million at
31 December 2015 and USD 250 million at 31 December 2014. Capitalised interest is included in Capital expenditures and investments in cash flows used in investing activities.

 

Statoil, Annual Report on Form 20-F 2016      133  


 

Notes to the Consolidated financial statements

 

1 Organisation

 

Statoil ASA, originally Den Norske Stats Oljeselskap AS, was founded in 1972 and is incorporated and domiciled in Norway. The address of its registered office is Forusbeen 50, N-4035 Stavanger, Norway.

 

Statoil ASA is listed on the Oslo Børs (Norway) and the New York Stock Exchange (USA).

 

The Statoil group's business consists principally of the exploration, production, transportation, refining and marketing of petroleum and petroleum-derived products and other forms of energy.

 

All the Statoil group's oil and gas activities and net assets on the Norwegian continental shelf are owned by Statoil Petroleum AS, a 100% owned operating subsidiary. Statoil Petroleum AS is co-obligor or guarantor of certain debt obligations of Statoil ASA.

 

The Consolidated financial statements of Statoil for the full year 2016 were authorised for issue in accordance with a resolution of the board of directors on 9 March 2017.

 

2 Significant accounting policies

 

Statement of compliance

The Consolidated financial statements of Statoil ASA and its subsidiaries (Statoil) have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and also comply with IFRSs as issued by the International Accounting Standards Board (IASB), effective at 31 December 2016.

 

Basis of preparation

The financial statements are prepared on the historical cost basis with some exceptions, as detailed in the accounting policies set out below. These policies have been applied consistently to all periods presented in these Consolidated financial statements. Certain amounts in the comparable years have been restated to conform to current year presentation. The subtotals and totals in some of the tables may not equal the sum of the amounts shown due to rounding.

 

Operating related expenses in the Consolidated statement of income are presented as a combination of function and nature in conformity with industry practice . Purchases [net of inventory variation] and Depreciation, amortisation and net impairment losses are presented in separate lines by their nature, while Operating expenses and Selling, general and administrative expenses as well as Exploration expenses are presented on a functional basis. Significant expenses such as salaries, pensions, etc. are presented by their nature in the notes to the Consolidated financial statements.

 

Standards and amendments to standards, issued but not yet adopted

At the date of these Consolidated financial statements, the following standards and amendments to standards applicable to Statoil have been issued, but were not yet effective:

IFRS 15 Revenue from Contracts with Customers
IFRS 15, effective from 1 January 2018, covers the recognition of revenue in the financial statements and related disclosure. IFRS 15 will replace IAS 18 Revenue.

IFRS 15 requires identification of the performance obligations for the transfer of goods and services in each contract with customers. Revenue will be recognised upon satisfaction of the performance obligations for the amounts that reflect the consideration to which Statoil expects to be entitled in exchange for those goods and services.

  

The impact of adopting IFRS 15 will principally impact the Marketing, Midstream and Processing segment (MMP), which accounts for the majority of Statoil’s petroleum sales to customers, and which is responsible for the marketing and sale of the State’s direct financial interest’s (SDFI’s) petroleum volumes.

 

IFRS 15 requires adoption either on a retrospective basis or on the basis of the cumulative effect on retained earnings. Statoil has not yet determined its implementation method for the standard, but at this stage in the evaluations, does not expect either implementation method to affect the Consolidated statement of income, balance sheet or statement of cash flows materially.

 

Statoil will adopt IFRS 15 on 1 January 2018.

 

134     Statoil, Annual Report on Form 20-F 2016       


 

The most significant accounting matters with regards to the implementation of IFRS 15 in Statoil, as well as their expected impact, can be summarised as follows.

 

Marketing and sale of the Norwegian State’s share of crude oil and natural gas production from the Norwegian continental shelf (NCS) and related agent/principal evaluations; in evaluating these sales, Statoil has considered whether it acts as the principal in the transactions under IFRS 15, i.e. whether it controls the State’s volumes prior to onwards sales to third party customers. Statoil’s sales of the State’s natural gas volumes are performed for the Norwegian State’s account and risk, and although Statoil has been granted the ability to direct the use of the volumes, all the benefits from the sales of these volumes flow to the State. On that basis, Statoil is not considered the principal in the sale of the SDFI’s natural gas volumes. In the sales of the State-originated crude oil, Statoil also directs the use of the volumes. However, although certain benefits from these sales subsequently flow to the State, Statoil purchases the crude oil volumes from the State and obtains substantially all the remaining benefits. Statoil therefore is considered the principal in the crude oil sales. The accounting for Statoil’s sale of the SDFI’s natural gas and crude oil under IFRS 15 will consequently not lead to material changes compared to the current practice under IAS 18, as separately described in this note disclosure.

 

Transport of goods sold ; in certain sales of goods such as crude oil or natural gas, Statoil provides transport services after control of the good has been transferred to the customer. Following implementation of IFRS 15, in most such instances this transport will be considered a service that is completed over time and is distinct from the good sold, and therefore will be recognised separately. The impact on the Consolidated financial statements from the resulting timing differences in the reflection of revenues from contracts with customers is currently not expected to be material.

 

Accounting for taxes paid in kind under the terms of profit sharing agreements (PSAs); in certain countries, taxes are paid in kind and the volumes are subsequently sold according to the terms of the PSA and applicable tax regulations. As the sale of the volumes is not performed directly by Statoil, evaluation is still ongoing as to whether the sales proceeds qualify as revenue from contracts with customers under IFRS 15. Irrespective of the conclusion reached, the in-kind tax payments and related sales of volumes will continue to be accounted for gross in the Statement of income, classified as tax expense in accordance with IAS 12 Income taxes and as a form of revenue, respectively.

 

IFRS 9 Financial Instruments
IFRS 9, effective from 1 January 2018, will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 introduces a new model for classification and measurement of financial assets and financial liabilities, a reformed approach to hedge accounting, and a more forward-looking impairment model.

IFRS 9 will principally impact Statoil’s financing and liquidity management activities, as well as the MMP segment, which reflects the majority of Statoil’s trade receivables and commodity-based financial instruments.

Portions of Statoil’s cash equivalents and current financial investments tied to liquidity management, which under IAS 39 are classified as held for trading and reflected at fair value through profit and loss, will under IFRS 9 be classified and measured at amortised cost, based on an evaluation of the contractual terms and the business model applied. The investment portfolio of Statoil’s captive insurance company will continue to be classified and measured at fair value through profit and loss under IFRS 9.

The impact on the Consolidated statement of income of commodity-based derivative financial instruments, which due to their connection with sales and revenue risk management currently are classified under revenues, is expected to be reflected in an appropriate section within total revenues and other income upon the implementation of IFRS 9. No decisions have yet been made related to whether, and if so, on which elements, hedge accounting will be applied.

IFRS 9’s transition provisions partially require retrospective adoption, and partially prospective adoption. IFRS 9 implementation issues are currently not expected to have a material impact on the Consolidated balance sheet, statement of income and statement of cash flows.

Statoil will adopt IFRS 9 on 1 January, 2018.

IFRS 16 Leases
IFRS 16, effective from 1 January 2019, covers the recognition of leases and related disclosure in the financial statements, and will replace IAS 17 Leases. In the financial statement of lessees, the new standard requires recognition of all contracts that qualify under its definition of a lease as right-of-use assets and lease liabilities in the balance sheet, while lease payments are to be reflected as interest expense and reduction of lease liabilities. The right-of-use assets are to be depreciated in accordance with IAS 16 Property, Plant and Equipment over the shorter of each contract’s term and the assets’ useful life.

 

The standard consequently implies a significant change in lessees’ accounting for leases currently defined as operating leases under IAS 17, both with regard to impact on the balance sheet and the statement of income. IFRS 16 defines a lease as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. While this definition is not dissimilar to that of IAS 17, it would have required further evaluation of each contract to determine whether all leases included in Note 22 Leases    of these financial statements, or contracts currently not defined as leases, would qualify as leases under the new standard.

 

The standard introduces new requirements both as regards establishing the term of a lease and the related discounted cash flows that determine the amount of a lease liability to be recognised. The standard requires adoption either on a full retrospective basis, or retrospectively with the cumulative effect of initially recognising the standard as an adjustment to retained earnings at the date of initial application, and if so with a number of practical expedients in

Statoil, Annual Report on Form 20-F 2016      135  


 

transitioning existing leases at the time of initial application. Statoil is in the process of evaluating the impact of IFRS 16, and has not yet determined the expected impact of the standard on the Consolidated financial statements.

 

Implementation of IFRS 16 will affect all Statoil’s segments.

 

Statoil will adopt IFRS 16 on 1 January 2019 and currently expects to apply the modified retrospective method in implementing the standard.

  

Other amendments to standards

The amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, effective from a future date to be determined by the IASB, establish requirements for the accounting for sales or contributions of assets between an investor and its associate or joint venture. Whether or not the assets are housed in a subsidiary, a full gain or loss will be recognised in the statement of income when the transaction involves assets that constitute a business, whereas a partial gain or loss will be recognised when the transaction involves assets that do not constitute a business. The amendments are to be applied prospectively. Statoil has not determined an adoption date for the amendments.

 

The disclosure initiative amendments to IAS 7 Statement of Cash Flows, effective from 1 January 2017, establish certain additional requirements for disclosure of changes in financing liabilities. Statoil has implemented the amendments on the effective date.

Other standards and amendments to standards, issued but not yet effective, are either not expected to impact Statoil’s Consolidated financial statements materially, or are not expected to be relevant to Statoil's Consolidated financial statements upon adoption.

 

Change in the Statoil group’s presentation currency

On 1 January 2016 Statoil changed its presentation currency from Norwegian kroner (NOK) to US dollars (USD), mainly in order to better reflect the underlying USD exposure of Statoil’s business activities and to align with industry practice. As the change in presentation currency represents a policy change, comparative figures have been re-presented in USD to reflect the change. All currency translation adjustments have been set to zero as of 1 January 2006, which was the date of Statoil’s transition to IFRS. Translation adjustments and cumulative translation adjustments have been presented as if Statoil had used USD as the presentation currency from that date. For further details and re-presented consolidated financial information for prior periods, reference is made to Note 26 Change of presentation currency in these Consolidated financial statements.


Basis of consolidation

The Consolidated financial statements include the accounts of Statoil ASA and its subsidiaries and include Statoil’s interest in jointly controlled and equity accounted investments.

 

Subsidiaries

Entities are determined to be controlled by Statoil, and consolidated in Statoil's financial statements, when Statoil has power over the entity, ability to use that power to affect the entity's returns, and exposure to, or rights to, variable returns from its involvement with the entity.

 

All intercompany balances and transactions, including unrealised profits and losses arising from Statoil's internal transactions, have been eliminated in full.

 

Non-controlling interests are presented separately within equity in the balance sheet.

 

Joint operations and similar arrangements, joint ventures and associates

A joint arrangement is present where Statoil holds a long-term interest which is jointly controlled by Statoil and one or more other venturers under a contractual arrangement in which decisions about the relevant activities require the unanimous consent of the parties sharing control. Such joint arrangements are classified as either joint operations or joint ventures.

 

The parties to a joint operation have rights to the assets and obligations for the liabilities, relating to their respective share of the joint arrangement. In determining whether the terms of contractual arrangements and other facts and circumstances lead to a classification as joint operations, Statoil in particular considers the nature of products and markets of the arrangement and whether the substance of their agreements is that the parties involved have rights to substantially all the arrangement's assets. Statoil accounts for the assets, liabilities, revenues and expenses relating to its interests in joint operations in accordance with the principles applicable to those particular assets, liabilities, revenues and expenses. Normally this leads to accounting for the joint operation in a manner similar to the previous proportionate consolidation method.

 

Those of Statoil's exploration and production licence activities that are within the scope of IFRS 11 Joint Arrangements   have been classified as joint operations. A considerable number of Statoil's unincorporated joint exploration and production activities are conducted through arrangements that are not jointly controlled, either because unanimous consent is not required among all parties involved, or no single group of parties has joint control over the activity. Licence activities where control can be achieved through agreement between more than one combination of involved parties are considered to be outside the scope of IFRS 11, and these activities are accounted for on a pro-rata basis using Statoil's ownership share. In determining whether each separate arrangement related to Statoil's unincorporated joint exploration and production licence activities is within or outside the scope of IFRS 11, Statoil considers the terms of relevant licence agreements, governmental concessions and other legal arrangements impacting how and by whom each arrangement is controlled. Subsequent changes in the ownership shares and number of licence participants, transactions involving licence shares, or changes in the terms of relevant agreements may lead to changes in Statoil's evaluation of control and impact a licence arrangement's classification in relation to IFRS 11 in Statoil's Consolidated financial statements. Currently there are no significant differences in Statoil's accounting for unincorporated licence arrangements whether in scope of IFRS 11 or not.

 

136     Statoil, Annual Report on Form 20-F 2016       


 

Joint ventures, in which Statoil has rights to the net assets, are accounted for using the equity method.

 

Investments in companies in which Statoil has neither control nor joint control, but has the ability to exercise significant influence over operating and financial policies, are classified as associates and are also accounted for using the equity method.

 

Under the equity method, the investment is carried on the balance sheet at cost plus post-acquisition changes in Statoil’s share of net assets of the entity, less distribution received and less any impairment in value of the investment. Goodwill may arise as the surplus of the cost of investment over Statoil’s share of the net fair value of the identifiable assets and liabilities of the joint venture or associate. Such goodwill is recorded within the corresponding investment.

The Consolidated statement of income reflects Statoil’s share of the results after tax of an equity-accounted entity, adjusted to account for depreciation, amortization and any impairment of the equity-accounted entity’s assets based on their fair values at the date of acquisition. Where material differences in accounting policies arise, adjustments are made to the financial statements of equity-accounted entities in order to bring the accounting policies used into line with Statoil’s. Material unrealised gains on transactions between Statoil and its equity-accounted entities are eliminated to the extent of Statoil’s interest in each equity-accounted entity. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Statoil assesses investments in equity-accounted entities for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

 

Statoil as operator of joint operations and similar arrangements

Indirect operating expenses such as personnel expenses are accumulated in cost pools. These costs are allocated on an hours incurred basis to operating segments and Statoil operated joint operations under IFRS 11 and to similar arrangements (licences) outside the scope of IFRS 11. Costs allocated to the other partners' share of operated joint operations and similar arrangements reduce the costs in the Consolidated statement of income. Only Statoil's share of the statement of income and balance sheet items related to Statoil operated joint operations and similar arrangements are reflected in the Consolidated statement of income and the Consolidated balance sheet.

 

Reportable segments

Statoil identifies its operating segments on the basis of those components of Statoil that are regularly reviewed by the chief operating decision maker, Statoil's corporate executive committee (CEC). Statoil combines operating segments when these satisfy relevant aggregation criteria.

 

Statoil's accounting policies as described in this note also apply to the specific financial information included in reportable segments related disclosure in these Consolidated financial statements.

 

Foreign currency translation

In preparing the financial statements of the individual entities, transactions in foreign currencies (those other than functional currency) are translated at the foreign exchange rate at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the foreign exchange rate at the balance sheet date. Foreign exchange differences arising on translation are recognised in the Consolidated statement of income as foreign exchange gains or losses within net financial items. Foreign exchange differences arising from the translation of estimate-based provisions, however, generally are accounted for as part of the change in the underlying estimate and as such may be included within the relevant operating expense or income tax sections of the Consolidated statement of income depending on the nature of the provision. Non-monetary assets that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transactions.

 

Presentation currency

For the purpose of the Consolidated financial statements, the statement of income, the balance sheet and the cash flows of each entity are translated from the functional currency into the presentation currency, USD. The assets and liabilities of entities whose functional currencies are other than USD, are translated into USD at the foreign exchange rate at the balance sheet date. The revenues and expenses of such entities are translated using the foreign exchange rates on the dates of the transactions. Foreign exchange differences arising on translation from functional currency to presentation currency are recognised separately in Other comprehensive income (OCI). The cumulative amount of such translation differences relating to an entity and previously recognised in OCI, is reclassified to the Consolidated statement of income and reflected as a part of the gain or loss on disposal of that entity.

 

Business combinations

Determining whether an acquisition meets the definition of a business combination requires judgement to be applied on a case by case basis. Acquisitions are assessed under the relevant IFRS criteria to establish whether the transaction represents a business combination or an asset purchase. Depending on the specific facts, acquisitions of exploration and evaluation licences for which a development decision has not yet been made, have largely been concluded to represent asset purchases.

 

Business combinations, except for transactions between entities under common control, are accounted for using the acquisition method of accounting. The acquired identifiable tangible and intangible assets, liabilities and contingent liabilities are measured at their fair values at the date of the acquisition. Acquisition costs incurred are expensed under Selling, general and administrative expenses.

 

Revenue recognition

Revenues associated with sale and transportation of crude oil, natural gas, petroleum products and other merchandise are recognised when risk passes to the customer, which is normally when title passes at the point of delivery of the goods, based on the contractual terms of the agreements.

 

Revenues from the production of oil and gas properties in which Statoil shares an interest with other companies are recognised on the basis of volumes lifted and sold to customers during the period (the sales method). Where Statoil has lifted and sold more than the ownership interest, an accrual is

recognised for the cost of the overlift. Where Statoil has lifted and sold less than the ownership interest, costs are deferred for the underlift.

Statoil, Annual Report on Form 20-F 2016      137  


 

 

Revenue is presented net of customs, excise taxes and royalties paid in-kind on petroleum products. Revenue is presented gross of in-kind payments of amounts representing income tax.

 

Sales and purchases of physical commodities, which are not settled net, are presented on a gross basis as revenues and purchases [net of inventory variation] in the statement of income. Activities related to trading and commodity-based derivative instruments are reported on a net basis, with the margin included in revenues.

 

Transactions with the Norwegian State

Statoil markets and sells the Norwegian State's share of oil and gas production from the Norwegian continental shelf (NCS). The Norwegian State's participation in petroleum activities is organised through the SDFI. All purchases and sales of the SDFI's oil production are classified as purchases [net of inventory variation] and revenues, respectively. Statoil sells, in its own name, but for the Norwegian State's account and risk, the State's production of natural gas. These sales and related expenditures refunded by the Norwegian State are presented net in the Consolidated financial statements.

 

Employee benefits

Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are accrued in the period in which the associated services are rendered by employees of Statoil.

 

Research and development

Statoil undertakes research and development both on a funded basis for licence holders and on an unfunded basis for projects at its own risk. Statoil's own share of the licence holders' funding and the total costs of the unfunded projects are considered for capitalisation under the applicable IFRS requirements. Subsequent to initial recognition, any capitalised development costs are reported at cost less accumulated amortisation and accumulated impairment losses.

 

Income tax

Income tax in the Consolidated statement of income comprises current and deferred tax expense. Income tax   is recognised in the Consolidated statement of income except when it relates to items recognised in OCI.

 

Current tax consists of the expected tax payable on the taxable income for the year and any adjustment to tax payable for previous years. Uncertain tax positions and potential tax exposures are analysed individually, and the best estimate of the probable amount for liabilities to be paid (unpaid potential tax exposure amounts, including penalties) and for assets to be received (disputed tax positions for which payment has already been made) in each case is recognised within current tax or deferred tax as appropriate. Interest income and interest expenses relating to tax issues are estimated and recognised in the period in which they are earned or incurred, and are presented within net financial items   in the Consolidated statement of income. Uplift benefit on the NCS is recognised when the deduction is included in the current year tax return and impacts taxes payable.

 

Deferred tax assets and liabilities are recognised for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases, subject to the initial recognition exemption. The amount of deferred tax is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable income will be available against which the asset can be utilised. In order for a deferred tax asset to be recognised based on future taxable income, convincing evidence is required, taking into account the existence of contracts, production of oil or gas in the near future based on volumes of proved reserves, observable prices in active markets, expected volatility of trading profits, expected currency rate movements and similar facts and circumstances.

 

Oil and gas exploration, evaluation and development expenditures

Statoil uses the successful efforts method of accounting for oil and gas exploration costs. Expenditures to acquire mineral interests in oil and gas properties and to drill and equip exploratory wells are capitalised as exploration and evaluation expenditures within intangible assets   until the well is complete and the results have been evaluated, or there is any other indicator of a potential impairment. Exploration wells that discover potentially economic quantities of oil and natural gas remain capitalised as intangible assets during the evaluation phase of the find. This evaluation is normally finalised within one year after well completion. If, following the evaluation, the exploratory well has not found potentially commercial quantities of hydrocarbons, the previously capitalised

costs are evaluated for derecognition or tested for impairment. Geological and geophysical costs and other exploration and evaluation expenditures are expensed as incurred.

 

Capitalised exploration and evaluation expenditures, including expenditures to acquire mineral interests in oil and gas properties, related to offshore wells that find proved reserves are transferred from exploration expenditures and acquisition costs - oil and gas prospects (intangible assets) to property, plant and equipment at the time of sanctioning of the development project. For onshore wells where no sanction is required, the transfer of acquisition cost – oil and gas prospects (intangible assets) to property, plant and equipment occurs at the time when a well is ready for production.

 

For exploration and evaluation asset acquisitions (farm-in arrangements) in which Statoil has made arrangements to fund a portion of the selling partner's (farmor's) exploration and/or future development expenditures (carried interests), these expenditures are reflected in the Consolidated financial statements as and when the exploration and development work progresses. Statoil reflects exploration and evaluation asset dispositions (farm-out arrangements) on a historical cost basis with no gain or loss recognition.

 

A gain or loss related to a post-tax based disposition of assets on the NCS includes the release of tax liabilities previously computed and recognised related to the assets in question. The resulting gross gain or loss is recognised in full in other income   in the Consolidated statement of income.

 

138     Statoil, Annual Report on Form 20-F 2016       


 

Consideration from the sale of an undeveloped part of an onshore asset reduces the carrying amount of the asset. The part of the consideration that exceeds the carrying amount of the asset, if any, is reflected in the Consolidated statement of income under other income.

 

Exchanges (swaps) of exploration and evaluation assets are accounted for at the carrying amounts of the assets given up with no gain or loss recognition.

 

Property, plant and equipment

Property, plant and equipment is reflected at cost, less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of an asset retirement obligation, if any, exploration costs transferred from intangible assets and, for qualifying assets, borrowing costs. Property, plant and equipment include costs relating to expenditures incurred under the terms of PSAs in certain countries, and which qualify for recognition as assets of Statoil. State-owned entities in the respective countries, however, normally hold the legal title to such PSA-based property, plant and equipment.

 

Exchanges of assets are measured at the fair value of the asset given up, unless the fair value of neither the asset received nor the asset given up is measurable with sufficient reliability.

 

Expenditure on major maintenance refits or repairs comprises the cost of replacement assets or parts of assets, inspection costs and overhaul costs. Where an asset or part of an asset is replaced and it is probable that future economic benefits associated with the item will flow to Statoil, the expenditure is capitalised. Inspection and overhaul costs, associated with regularly scheduled major maintenance programs planned and carried out at recurring intervals exceeding one year, are capitalised and amortised over the period to the next scheduled inspection and overhaul. All other maintenance costs are expensed as incurred.

 

Capitalised exploration and evaluation expenditures, development expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of production wells, and field-dedicated transport systems for oil and gas are capitalised as producing oil and gas properties within property, plant and equipment. Such capitalised costs, when designed for significantly larger volumes than the reserves from already developed and producing wells, are depreciated using the unit of production method based on proved reserves expected to be recovered from the area during the concession or contract period. Depreciation of production wells uses the unit of production method based on proved developed reserves, and capitalised acquisition costs of proved properties are depreciated using the unit of production method based on total proved reserves. In the rare circumstances where the use of proved reserves fails to provide an appropriate basis reflecting the pattern in which the asset’s future economic benefits are expected to be consumed, a more appropriate reserve estimate is used. Depreciation of other assets and transport systems used by several fields is calculated on the basis of their estimated useful lives, normally using the straight-line method. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. For exploration and production assets, Statoil has established separate depreciation categories which as a minimum distinguish between platforms, pipelines and wells.

 

The estimated useful lives of property, plant and equipment are reviewed on an annual basis, and changes in useful lives are accounted for prospectively. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in other income or operating expenses, respectively, in the period the item is derecognised.

 

Assets classified as held for sale

Non-current assets are classified separately as held for sale in the balance sheet when their carrying amount will be recovered through a sale transaction

rather than through continuing use. This condition is met only when the sale is highly probable, the asset is available for immediate sale in its present

condition, and management is committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date

of classification. Liabilities directly associated with the assets classified as held for sale, and expected to be included as part of the sale transaction, are

correspondingly also classified separately. Once classified as held for sale, property, plant and equipment and intangible assets are not subject to

depreciation or amortisation. The net assets and liabilities of a disposal group classified as held for sale are measured at the lower of their carrying amount

and fair value less costs to sell.

 

Leases

Leases for which Statoil assumes substantially all the risks and rewards of ownership are reflected as finance leases. When an asset leased by a joint operation or similar arrangement to which Statoil is a party qualifies as a finance lease, Statoil reflects its proportionate share of the leased asset and

related obligations. Finance leases are classified in the Consolidated balance sheet within property, plant and equipment and finance debt. All other leases are classified as operating leases, and the costs are charged to the relevant operating expense related caption on a straight line basis over the lease term, unless another basis is more representative of the benefits of the lease to Statoil.

 

Statoil distinguishes between lease and capacity contracts. Lease contracts provide the right to use a specific asset for a period of time, while capacity contracts confer on Statoil the right to and the obligation to pay for certain volume capacity availability related to transport, terminal use, storage, etc. Such capacity contracts that do not involve specified assets or that do not involve substantially all the capacity of an undivided interest in a specific asset are not considered by Statoil to qualify as leases for accounting purposes. Capacity payments are reflected as operating expenses   in the Consolidated statement of income in the period for which the capacity contractually is available to Statoil.

 

Intangible assets including goodwill

Intangible assets are stated at cost, less accumulated amortisation and accumulated impairment losses. Intangible assets include acquisition cost for oil and gas prospects, expenditures on the exploration for and evaluation of oil and natural gas resources, goodwill and other intangible assets.

 

Statoil, Annual Report on Form 20-F 2016      139  


 

Intangible assets relating to expenditures on the exploration for and evaluation of oil and natural gas resources are not amortised. When the decision to develop a particular area is made, its intangible exploration and evaluation assets are reclassified to property, plant and equipment.

 

Goodwill is initially measured at the excess of the aggregate of the consideration transferred and the amount recognised for any non-controlling interest over the fair value of the identifiable assets acquired and liabilities assumed in a business combination at the acquisition date. Goodwill acquired is allocated to each cash generating unit, or group of units, expected to benefit from the combination's synergies. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

 

Financial assets

Financial assets are initially recognised at fair value when Statoil becomes a party to the contractual provisions of the asset. For additional information on fair value methods, refer to the Measurement of fair values section below. The subsequent measurement of the financial assets depends on which category they have been classified into at inception.

 

At initial recognition, Statoil classifies its financial assets into the following three main categories: Financial investments at fair value through profit or loss, loans and receivables, and available-for-sale (AFS) financial assets. The first main category, financial investments at fair value through profit or loss, further consists of two sub-categories: Financial assets held for trading and financial assets that on initial recognition are designated as fair value through profit and loss. The latter approach may also be referred to as the fair value option.

 

Cash and cash equivalents include cash in hand, current balances with banks and similar institutions, and short-term highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of changes in fair value and have a maturity of three months or less from the acquisition date.

 

Trade receivables are carried at the original invoice amount less a provision for doubtful receivables which is made when there is objective evidence that Statoil will be unable to recover the balances in full.

 

A significant part of Statoil's investments in treasury bills, commercial papers, bonds and listed equity securities is managed together as an investment portfolio of Statoil's captive insurance company and is held in order to comply with specific regulations for capital retention. The investment portfolio is managed and evaluated on a fair value basis in accordance with an investment strategy and is accounted for using the fair value option with changes in fair

value recognised through profit or loss.

 

Financial assets are presented as current if they contractually will expire or otherwise are expected to be recovered within 12 months after the balance sheet date, or if they are held for the purpose of being traded. Financial assets and financial liabilities are shown separately in the Consolidated balance sheet, unless Statoil has both a legal right and a demonstrable intention to net settle certain balances payable to and receivable from the same counterparty, in which case they are shown net in the balance sheet.

 

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined by the first-in first-out method and comprises direct purchase costs, cost of production, transportation and manufacturing expenses.

 

Impairment

Impairment of property, plant and equipment and intangible assets other than goodwill

Statoil assesses individual assets or groups of assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Assets are grouped into cash generating units (CGUs) which are the smallest identifiable groups of assets that generate cash inflows that are largely independent of the cash inflows from other groups of assets. Normally, separate CGUs are individual oil and gas fields or plants. Each unconventional asset play is considered a single CGU when no cash inflows from parts of the play can be reliably identified as being largely independent of the cash inflows from other parts of the play. In impairment evaluations, the carrying amounts of CGUs are determined on a basis consistent with that of the recoverable amount. In Statoil's line of business, judgement is involved in determining what constitutes a CGU. Development in production, infrastructure solutions, markets, product pricing, management actions and other factors may over time lead to changes in CGUs such as the division of one original CGU into several.

 

In assessing whether a write-down of the carrying amount of a potentially impaired asset is required, the asset's carrying amount is compared to the recoverable amount. The recoverable amount of an asset is the higher of its fair value less cost of disposal and its value in use. Fair value less cost of disposal is determined based on comparable recent arm’s length market transactions, or based on Statoil’s estimate of the price that would be received for the asset in an orderly transaction between market participants. Value in use is determined using a discounted cash flow model. The estimated future cash flows applied are based on reasonable and supportable assumptions and represent management's best estimates of the range of economic conditions that

will exist over the remaining useful life of the assets, as set down in Statoil's most recently approved long-term forecasts. Statoil uses an approach of regular updates of assumptions and economic conditions in establishing the long-term forecasts which are reviewed by corporate management and updated at least annually. For assets and CGUs with an expected useful life or timeline for production of expected reserves extending beyond 5 years, the forecasts reflect expected production volumes for oil and natural gas, and the related cash flows include project or asset specific estimates reflecting the relevant period. Such estimates are established on the basis of Statoil's principles and assumptions consistently applied.

 

In performing a value-in-use-based impairment test, the estimated future cash flows are adjusted for risks specific to the asset and discounted using a real post-tax discount rate which is based on Statoil's post-tax weighted average cost of capital (WACC). The use of post-tax discount rates in determining

140     Statoil, Annual Report on Form 20-F 2016       


 

value in use does not result in a materially different determination of the need for, or the amount of, impairment that would be required if pre-tax discount rates had been used.

 

Unproved oil and gas properties are assessed for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount, and at least once a year. Exploratory wells that have found reserves, but where classification of those reserves as proved depends on whether major capital expenditure can be justified or where the economic viability of that major capital expenditure depends on the successful completion of further exploration work, will remain capitalised during the evaluation phase for the exploratory finds. Thereafter it will be considered a trigger for impairment evaluation of the well if no development decision is planned for the near future and there are no firm plans for future drilling in the licence.

 

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer be relevant or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.

 

Impairment losses and reversals of impairment losses are presented in the Consolidated statement of income as Exploration expenses or Depreciation, amortisation and net impairment losses, on the basis of their nature as either exploration assets (intangible exploration assets) or development and

producing assets (property, plant and equipment and other intangible assets), respectively.

 

Impairment of goodwill

Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the CGU, or group of units, to which the goodwill relates. Where the recoverable amount of the CGU, or group of units, is less than the carrying amount, an impairment loss is recognised. Once recognised, impairments of goodwill are not reversed in future periods.

 

Financial liabilities

Financial liabilities are initially recognised at fair value when Statoil becomes a party to the contractual provisions of the liability. The subsequent measurement of financial liabilities depends on which category they have been classified into. The categories applicable for Statoil are either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised cost using the effective interest method. The latter applies to Statoil's non-current bank loans and bonds.

 

Financial liabilities are presented as current if the liability is due to be settled within 12 months after the balance sheet date, or if they are held for the purpose of being traded. Financial liabilities are derecognised when the contractual obligations expire, are discharged or cancelled. Gains and losses arising on the repurchase, settlement or cancellation of liabilities are recognised either in interest income and other financial items or in interest and other finance expenses within net financial items.

 

Derivative financial instruments

Statoil uses derivative financial instruments to manage certain exposures to fluctuations in foreign currency exchange rates, interest rates and commodity prices. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value through profit and loss. The impact of commodity-based derivative financial instruments is recognised in the Consolidated statement of income under revenues, as such derivative instruments are related to sales contracts or revenue-related risk management for all significant purposes. The impact of other financial instruments is reflected under net financial items.

 

Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivative assets or liabilities expected to be recovered, or with the legal right to be settled more than 12 months after the balance sheet date are classified as non-current, with the exception of derivative financial instruments held for the purpose of being traded.

 

Contracts to buy or sell a non-financial item that can be settled net in cash or another financial instrument, or by exchanging financial instruments, as if the contracts were financial instruments, are accounted for as financial instruments. However, contracts that are entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance with Statoil's expected purchase, sale or usage requirements, also referred to as own-use, are not accounted for as financial instruments. This is applicable to a significant number of contracts for the purchase or sale of crude oil and natural gas, which are recognised upon delivery.

 

Derivatives embedded in other financial instruments or in non-financial host contracts are recognised as separate derivatives and are reflected at fair value with subsequent changes through profit and loss, when their risks and economic characteristics are not closely related to those of the host contracts, and the host contracts are not carried at fair value. Where there is an active market for a commodity or other non-financial item referenced in a purchase or sale contract, a pricing formula will, for instance, be considered to be closely related to the host purchase or sales contract if the price formula is based on the active market in question. A price formula with indexation to other markets or products will however result in the recognition of a separate derivative. Where there is no active market for the commodity or other non-financial item in question, Statoil assesses the characteristics of such a price related embedded derivative to be closely related to the host contract if the price formula is based on relevant indexations commonly used by other market

participants. This applies to certain long-term natural gas sales agreements.

 

 

 

Statoil, Annual Report on Form 20-F 2016      141  


 

Pension liabilities

Statoil has pension plans for employees that either provide a defined pension benefit upon retirement or a pension dependent on defined contributions and related returns. A portion of the contributions are provided for as notional contributions, for which the liability increases with a promised notional return, set equal to the actual return of assets invested through the ordinary defined contribution plan. For defined benefit plans, the benefit to be received by employees generally depends on many factors including length of service, retirement date and future salary levels.

 

Statoil's proportionate share of multi-employer defined benefit plans are recognised as liabilities in the balance sheet to the extent that sufficient information is available and a reliable estimate of the obligation can be made.

 

Statoil's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their services in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any plan assets is deducted. The discount rate is the yield at the balance sheet date, reflecting the maturity dates approximating the terms of Statoil's obligations. The discount rate for the main part of the pension obligations has been established on the basis of Norwegian mortgage covered bonds, which are considered high quality corporate bonds. The cost of pension benefit plans is expensed over the period that the employees render services and become eligible to receive benefits. The calculation is performed by an external actuary.

 

The net interest related to defined benefit plans is calculated by applying the discount rate to the opening present value of the benefit obligation and opening present value of the plan assets, adjusted for material changes during the year. The resulting net interest element is presented in the statement of income as part of net pension cost within net operating income. The difference between estimated interest income and actual return is recognised in the Consolidated statement of comprehensive income.

 

Past service cost is recognised when a plan amendment (the introduction or withdrawal of, or changes to, a defined benefit plan) or curtailment (a significant reduction by the entity in the number of employees covered by a plan) occurs, or when recognising related restructuring costs or termination benefits. The obligation and related plan assets are re-measured using current actuarial assumptions, and the gain or loss is recognised in the statement of income.

 

Actuarial gains and losses are recognised in full in the Consolidated statement of comprehensive income in the period in which they occur, while actuarial gains and losses related to provision for termination benefits are recognised in the Consolidated statement of income in the period in which they occur. Due to the parent company Statoil ASA's functional currency being USD, the significant part of Statoil's pension obligations will be payable in a foreign currency (i.e. NOK). As a consequence, actuarial gains and losses related to the parent company's pension obligation include the impact of exchange rate fluctuations.

 

Contributions to defined contribution schemes are recognised in the statement of income in the period in which the contribution amounts are earned by the employees.

 

Notional contribution plans, reported in the parent company Statoil ASA, are recognised as pension liabilities with the actual value of the notional contributions and promised return at reporting date. Notional contributions and changes in fair value of notional assets are recognised in the statement of income as periodic pension cost.

 

Periodic pension cost is accumulated in cost pools and allocated to operating segments and Statoil operated joint operations (licences) on an hours incurred basis and recognised in the statement of income based on the function of the cost.

 

Onerous contracts

Statoil recognises as provisions the net obligation under contracts defined as onerous. Contracts are deemed to be onerous if the unavoidable cost of meeting the obligations under the contract exceeds the economic benefits expected to be received in relation to the contract. A contract which forms an integral part of the operations of a CGU whose assets are dedicated to that contract, and for which the economic benefits cannot be reliably separated from those of the CGU, is included in impairment considerations for the applicable CGU.

 

Asset retirement obligations (ARO)

Provisions for ARO costs are recognised when Statoil has an obligation (legal or constructive) to dismantle and remove a facility or an item of property, plant and equipment and to restore the site on which it is located, and when a reliable estimate of that liability can be made. The amount recognised is the present value of the estimated future expenditures determined in accordance with local conditions and requirements. Cost is estimated based on current regulations and technology, considering relevant risks and uncertainties. The discount rate used in the calculation of the ARO is a risk-free rate based on the applicable currency and time horizon of the underlying cash flows, adjusted for a credit premium which reflects Statoil's own credit risk. Normally an obligation arises for a new facility, such as an oil and natural gas production or transportation facility, upon construction or installation. An obligation may also crystallise during the period of operation of a facility through a change in legislation or through a decision to terminate operations, or be based on

commitments associated with Statoil's ongoing use of pipeline transport systems where removal obligations rest with the volume shippers. The provisions are classified under provisions   in the Consolidated balance sheet. Some of the refining and process operations are deemed to have indefinite lives, and in consequence, no ARO has been recognised for their plants.

 

When a provision for ARO cost is recognised, a corresponding amount is recognised to increase the related property, plant and equipment and is subsequently depreciated as part of the costs of the facility or item of property, plant and equipment. Any change in the present value of the estimated expenditure is reflected as an adjustment to the provision and the corresponding property, plant and equipment. When a decrease in the ARO provision related to a producing asset exceeds the carrying amount of the asset, the excess is recognised as a reduction of depreciation, amortisation and net

142     Statoil, Annual Report on Form 20-F 2016       


 

impairment losses in the Consolidated statement of income. When an asset has reached the end of its useful life, all subsequent changes to the ARO provision are recognised as they occur in operating expenses in the Consolidated statement of income. Removal provisions associated with Statoil's role as shipper of volumes through third party transport systems are expensed as incurred.

 

Measurement of fair values

Quoted prices in active markets represent the best evidence of fair value and are used by Statoil in determining the fair values of assets and liabilities to the extent possible. Financial instruments quoted in active markets will typically include commercial papers, bonds and equity instruments with quoted market prices obtained from the relevant exchanges or clearing houses. The fair values of quoted financial assets, financial liabilities and derivative instruments are determined by reference to mid-market prices, at the close of business on the balance sheet date.

 

Where there is no active market, fair value is determined using valuation techniques. These include using recent arm's-length market transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and pricing models and related internal assumptions. In the valuation techniques, Statoil also takes into consideration the counterparty and its own credit risk. This is either reflected in the discount rate used or through direct adjustments to the calculated cash flows. Consequently, where Statoil reflects elements of long-term physical delivery commodity contracts at fair value, such fair value estimates to the extent possible are based on quoted forward prices in the market and underlying indexes in the contracts, as well as assumptions of forward prices and margins where observable market prices are not available. Similarly, the fair values of interest and currency swaps are estimated based on relevant quotes from active markets, quotes of comparable instruments, and other appropriate valuation techniques.

 

Critical accounting judgements and key sources of estimation uncertainty

 

Critical judgements in applying accounting policies

The following are the critical judgements, apart from those involving estimations (see below), that Statoil has made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

 

Revenue recognition - gross versus net presentation of traded SDFI volumes of oil and gas production

As described under Transactions with the Norwegian State above, Statoil markets and sells the Norwegian State's share of oil and gas production from the NCS. Statoil includes the costs of purchase and proceeds from the sale of the SDFI oil production in purchases [net of inventory variation] and revenues,   respectively. In making the judgement, Statoil considered the detailed criteria for the recognition of revenue from the sale of goods and, in particular, concluded that the risk and reward of the ownership of the oil had been transferred from the SDFI to Statoil.

 

Statoil sells, in its own name, but for the Norwegian State's account and risk, the State's production of natural gas. These gas sales, and related expenditures refunded by the State, are shown net in Statoil's Consolidated financial statements. In making the judgement, Statoil considered the same

criteria as for the oil production and concluded that the risk and reward of the ownership of the gas had not been transferred from the SDFI to Statoil.

 

Key sources of estimation uncertainty

The preparation of the Consolidated financial statements requires that management make estimates and assumptions that affect reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the result of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis considering the current and expected future market conditions.

 

Statoil is exposed to a number of underlying economic factors which affect the overall results, such as liquids prices, natural gas prices, refining margins, foreign exchange rates and interest rates as well as financial instruments with fair values derived from changes in these factors. In addition, Statoil's results are influenced by the level of production, which in the short term may be influenced by, for instance, maintenance programmes. In the long term, the results are impacted by the success of exploration and field development activities.

 

The matters described below are considered to be the most important in understanding the key sources of estimation uncertainty that are involved in preparing these Consolidated financial statements and the uncertainties that could most significantly impact the amounts reported on the results of operations, financial position and cash flows.

 

Proved oil and gas reserves

Proved oil and gas reserves may materially impact the Consolidated financial statements, as changes in the proved reserves, for instance as a result of changes in prices, will impact the unit of production rates used for depreciation and amortisation. Proved oil and gas reserves have been estimated by internal qualified professionals on the basis of industry standards and governed by criteria established by regulations of the U.S. Securities Exchange Commission (SEC), which require the use of a price based on a 12-month average for reserve estimation, and which are to be based on existing economic conditions and operating methods and with a high degree of confidence (at least 90% probability) that the quantities will be recovered. The Financial Accounting Standards Board (FASB) requirements for supplemental oil and gas disclosures align with the SEC regulations. Reserves estimates are based on subjective judgements involving geological and engineering assessments of in-place hydrocarbon volumes, the production, historical recovery and processing yield factors and installed plant operating capacity. For future development projects, proved reserves estimates are included only where there is a significant commitment to project funding and execution and when relevant governmental and regulatory approvals have been secured or are reasonably certain to be secured. The reliability of these estimates at any point in time depends on both the quality and quantity of the technical and economic data and the efficiency of extracting and processing the hydrocarbons. An independent third party has evaluated Statoil's proved reserves estimates, and the results of this evaluation do not differ materially from Statoil's estimates. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis

Statoil, Annual Report on Form 20-F 2016      143  


 

of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations. Unless evidence indicates that renewal is reasonably certain, estimates of economically producible reserves only reflect the period before the contracts providing the right to operate expire. The project to extract the hydrocarbons must have commenced, or the operator must be reasonably certain that it will commence within a reasonable time.

 

Expected oil and gas reserves

Expected oil and gas reserves may materially impact the Consolidated financial statements, as changes in the expected reserves, for instance as a result of changes in prices, will impact asset retirement obligations and impairment testing of upstream assets, which in turn may lead to changes in impairment charges affecting operating income. Expected oil and gas reserves are the estimated remaining, commercially recoverable quantities, based on Statoil's judgement of future economic conditions, from projects in operation or justified for development. Recoverable oil and gas quantities are always uncertain, and the expected value is the weighted average, or statistical mean, of the possible outcomes. Expected reserves are therefore typically larger than proved

reserves as defined by the SEC rules. Expected oil and gas reserves have been estimated by internal qualified professionals on the basis of industry standards and are used for impairment testing purposes and for calculation of asset retirement obligations. Reserves estimates are based on subjective judgements involving geological and engineering assessments of in-place hydrocarbon volumes, the production, historical recovery and processing yield factors, installed plant operating capacity and operating approval limits. The reliability of these estimates at any point in time depends on both the quality and quantity of the technical and economic data and the efficiency of extracting and processing the hydrocarbons.

 

Exploration and leasehold acquisition costs

Statoil capitalises the costs of drilling exploratory wells pending determination of whether the wells have found proved oil and gas reserves. Statoil also capitalises leasehold acquisition costs and signature bonuses paid to obtain access to undeveloped oil and gas acreage. Judgements as to whether these expenditures should remain capitalised or written down due to impairment losses in the period may materially affect the operating income for the period.

 

Impairment/reversal of impairment

Statoil has significant investments in property, plant and equipment and intangible assets. Changes in the circumstances or expectations of future performance of an individual asset may be an indicator that the asset is impaired, requiring the carrying amount to be written down to its recoverable amount. Impairments are reversed if conditions for impairment are no longer present. Evaluating whether an asset is impaired or if an impairment should be reversed requires a high degree of judgement and may to a large extent depend upon the selection of key assumptions about the future.

 

The key assumptions used will bear the risk of change based on the inherent volatile nature of macro-economic factors such as future commodity prices or discount rate and uncertainty in asset specific factors such as reserve estimates and operational decisions impacting the production profile or activity levels for our oil and natural gas properties. When estimating the recoverable amount, the single most likely future cash flows, the point estimate, is the primary method applied to reflect uncertainties in timing and amount inherent in the assumptions used in the estimated future cash flows. For assumptions in which the expected probability distributions or outcome are expected to be significantly skewed the use of decision trees or simulation is applied.

 

Unproved oil and gas properties are assessed for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount, and at least annually. If, following evaluation, an exploratory well has not found proved reserves, the previously capitalised costs are tested for impairment. Subsequent to the initial evaluation phase for a well, it will be considered a trigger for impairment testing of a well if no development decision is planned for the near future and there is no firm plan for future drilling in the licence. Impairment of unsuccessful wells is reversed, as applicable, to the extent that conditions for impairment are no longer present.

 

Estimating recoverable amounts involves complexity in estimating relevant future cash flows, based on assumptions about the future, discounted to their present value. Impairment testing requires long-term assumptions to be made concerning a number of  economic factors such as future market prices, refinery margins, currency exchange rates and future output, discount rates and political and country risk among others, in order to establish relevant future cash flows.  Long-term assumptions for major economic factors are made at a group level, and there is a high degree of reasoned judgement involved in establishing these assumptions, in determining other relevant factors such as forward price curves, in estimating production outputs and in determining the ultimate terminal value of an asset.

 

Employee retirement plans

When estimating the present value of defined benefit pension obligations that represent a long-term liability in the Consolidated balance sheet, and indirectly, the period's net pension expense in the Consolidated statement of income, management make a number of critical assumptions affecting these estimates. Most notably, assumptions made about the discount rate to be applied to future benefit payments and plan assets, the expected rate of pension increase and the annual rate of compensation increase, have a direct and potentially material impact on the amounts presented. Significant changes in these assumptions between periods can have a material effect on the Consolidated financial statements.

 

Asset retirement obligations

Statoil has significant obligations to decommission and remove offshore installations at the end of the production period. The costs of these decommissioning and removal activities require revisions due to changes in current regulations and technology while considering relevant risks and uncertainties. Most of the removal activities are many years into the future, and the removal technology and costs are constantly changing. The estimates include assumptions of the time required and the day rates for rigs, marine operations and heavy lift vessels that can vary considerably depending on the assumed removal complexity. As a result, the initial recognition of the liability and the capitalised cost associated with decommissioning and removal obligations, and the subsequent adjustment of these balance sheet items, involve the application of significant judgement.

 

 

 

144     Statoil, Annual Report on Form 20-F 2016       


 

 

Derivative financial instruments

When not directly observable in active markets, the fair value of derivative contracts must be computed internally based on internal assumptions as well as directly observable market information, including forward and yield curves for commodities, currencies and interest rates. Changes in internal assumptions, forward and yield curves could materially impact the internally computed fair value of derivative contracts, particularly long-term contracts, resulting in a

corresponding impact on income or loss in the Consolidated statement of income.

 

Income tax

Every year Statoil incurs significant amounts of income taxes payable to various jurisdictions around the world and recognises significant changes to deferred tax assets and deferred tax liabilities, all of which are based on management's interpretations of applicable laws, regulations and relevant court

decisions. The quality of these estimates is highly dependent upon proper application of at times very complex sets of rules, the recognition of changes in applicable rules and, in the case of deferred tax assets, management's ability to project future earnings from activities that may apply loss carry forward positions against future income taxes.

 

3 Segments

 

Statoil's operations are managed through the following operating segments: Development and Production Norway (DPN), Development and Production USA (DPUSA), Development and Production International (DPI), Marketing, Midstream and Processing (MMP), New Energy Solutions (NES) and Other.

 

The development and production operating segments are responsible for the commercial development of the oil and gas portfolios within their respective geographical areas: DPN on the Norwegian continental shelf, DPUSA including offshore and onshore activities in the USA and Mexico, and DPI worldwide outside of DPN and DPUSA.

 

Exploration activities are managed by a separate business unit, which has the global responsibility across the group for discovery and appraisal of new resources. Exploration activities are allocated to and presented in the respective development and production operating segments.

 

The MMP segment is responsible for marketing and trading of oil and gas commodities (crude, condensate, gas liquids, products, natural gas and liquefied natural gas), electricity and emission rights, as well as transportation, processing and manufacturing of the above mentioned commodities, operations of refineries, terminals, processing and power plants.

 

The NES segment is responsible for wind parks, carbon capture and storage as well as other renewable energy and low-carbon energy solutions.

 

Statoil reports its business through reporting segments which correspond to the operating segments, except for the operating segments DPI and DPUSA which have been aggregated into one reporting segment, Development and Production International. This aggregation has its basis in similar economic characteristics, the nature of products, services and production processes, the type and class of customers, the methods of distribution and regulatory environment. The operating segment NES is reported in the segment Other due to its immateriality.

 

The Other reporting segment includes activities within New Energy Solutions, Global Strategy and Business Development, Technology, Projects and Drilling and Corporate Staffs and Services.

 

The eliminations section includes the elimination of inter-segment sales and related unrealised profits, mainly from the sale of crude oil and products. Inter-segment revenues are based upon estimated market prices.

 

Segment data for the years ended 31 December 2016, 2015 and 2014 is presented below. The measurement basis of segment profit is Net operating income . In the tables below, deferred tax assets, pension assets and non-current financial assets are not allocated to the segments. Also, the line additions to PP&E, intangibles and equity accounted investments are excluding movements due to changes in asset retirement obligations.

Statoil, Annual Report on Form 20-F 2016      145  


 

(in USD million)

Development and Production Norway

Development and Production International

Marketing, Midstream and Processing

Other

Eliminations

Total

 

 

 

 

 

 

 

Full year 2016

 

 

 

 

 

 

Revenues third party and other income

184

884

44,883

41

0

45,993

Revenues inter-segment

12,971

5,873

35

1

(18,880)

(0)

Net income (loss) from equity accounted investments

(78)

(100)

61

(3)

0

(119)

 

 

 

 

 

 

 

Total revenues and other income

13,077

6,657

44,979

39

(18,880)

45,873

 

 

 

 

 

 

 

Purchases [net of inventory variation]

1

(7)

(39,696)

(0)

18,198

(21,505)

Operating and SG&A expenses

(2,547)

(2,923)

(4,439)

(340)

463

(9,787)

Depreciation, amortisation and net impairment losses

(5,698)

(5,510)

(221)

(121)

0

(11,550)

Exploration expenses

(383)

(2,569)

0

0

0

(2,952)

 

 

 

 

 

 

 

Net operating income

4,451

(4,352)

623

(423)

(219)

80

 

 

 

 

 

 

 

Additions to PP&E, intangibles and equity accounted investments

6,785

6,397

492

451

0

14,125

 

 

 

 

 

 

 

Balance sheet information

 

 

 

 

 

 

Equity accounted investments

1,133

365

129

618

0

2,245

Non-current segment assets

27,816

36,181

4,450

352

0

68,799

Non-current assets, not allocated to segments 

 

 

 

 

 

8,090

 

 

 

 

 

 

 

Total non-current assets

 

 

 

 

 

79,133



 

(in USD million)

Development and Production Norway

Development and Production International

Marketing, Midstream and Processing

Other

Eliminations

Total

 

 

 

 

 

 

 

Full year 2015

 

 

 

 

 

 

Revenues third party and other income

(123)

1,576

57,868

349

0

59,671

Revenues inter-segment

17,459

6,715

183

1

(24,357)

(0)

Net income (loss) from equity accounted investments

3

(91)

55

4

0

(29)

 

 

 

 

 

 

 

Total revenues and other income

17,339

8,200

58,106

354

(24,357)

59,642

 

 

 

 

 

 

 

Purchases [net of inventory variation]

(0)

(10)

(50,547)

(0)

24,303

(26,254)

Operating and SG&A expenses

(3,223)

(3,391)

(4,664)

(342)

187

(11,433)

Depreciation, amortisation and net impairment losses

(6,379)

(10,231)

37

(142)

(0)

(16,715)

Exploration expenses

(576)

(3,296)

(0)

0

0

(3,872)

 

 

 

 

 

 

 

Net operating income

7,161

(8,729)

2,931

(129)

133

1,366

 

 

 

 

 

 

 

Additions to PP&E, intangibles and equity accounted investments

6,293

8,119

900

273

0

15,584

 

 

 

 

 

 

 

Balance sheet information

 

 

 

 

 

 

Equity accounted investments

5

333

214

272

0

824

Non-current segment assets

27,706

37,475

5,588

690

0

71,458

Non-current assets, not allocated to segments 

 

 

 

 

 

9,305

 

 

 

 

 

 

 

Total non-current assets

 

 

 

 

 

81,588

146     Statoil, Annual Report on Form 20-F 2016       


 

(in USD million)

Development and Production Norway

Development and Production International

Marketing, Midstream and Processing

Other

Eliminations

Total

 

 

 

 

 

 

 

Full year 2014

 

 

 

 

 

 

Revenues third party and other income

1,347

3,017

94,812

122

0

99,299

Revenues inter-segment

27,568

10,757

286

1

(38,612)

0

Net income (loss) from equity accounted investments

11

(113)

73

(5)

0

(34)

 

 

 

 

 

 

 

Total revenues and other income

28,926

13,661

95,171

118

(38,612)

99,264

 

 

 

 

 

 

 

Purchases [net of inventory variation]

(0)

(2)

(86,689)

0

38,711

(47,980)

Operating and SG&A expenses

(4,034)

(3,654)

(5,287)

(161)

321

(12,815)

Depreciation, amortisation and net impairment losses

(6,301)

(8,885)

(583)

(156)

0

(15,925)

Exploration expenses

(838)

(3,824)

(4)

0

0

(4,666)

 

 

 

 

 

 

 

Net operating income

17,753

(2,703)

2,608

(199)

420

17,878

 

 

 

 

 

 

 

Additions to PP&E, intangibles and equity accounted investments

8,817

9,750

1,225

132

0

19,924

 

 

 

 

 

 

 

Balance sheet information

 

 

 

 

 

 

Equity accounted investments

32

640

434

20

0

1,127

Non-current segment assets

35,243

44,912

6,234

688

0

87,077

Non-current assets, not allocated to segments 

 

 

 

 

 

10,226

 

 

 

 

 

 

 

Total non-current assets

 

 

 

 

 

98,430

 

See note 4 Acquisitions and dispositions   for information on transactions that affect the different segments.

 

See note 10 Property, plant and equipment for information on impairment losses that affected the different segments.

 

See note 11 Intangible assets for information on impairment losses that affected the different segments.

 

See note 23 Other commitments, contingent liabilities and contingent assets   for information on contingencies that have influenced the segments.

 

Revenues by geographical areas

Statoil has business operations in more than 30 countries. When attributing revenues third party and other income to the country of the legal entity executing the sale, Norway constitutes 78% and the USA constitutes 14%.

Statoil, Annual Report on Form 20-F 2016      147  


 

Non-current assets by country

 

 

 

 

At 31 December

(in USD million)

2016

2015

2014

 

 

 

 

Norway

31,484

31,487

38,966

USA

18,223

20,531

24,605

Brazil

5,308

3,474

3,974

Angola

3,884

5,350

6,903

UK

3,108

2,882

2,650

Canada

1,494

2,270

2,366

Algeria

1,344

1,435

1,593

Azerbaijan

1,326

1,416

3,181

Other countries

4,873

3,436

3,965

 

 

 

 

Total non-current assets 1)

71,043

72,282

88,204

 

1)        Excluding deferred tax assets, pension assets and non-current financial assets.



 

Revenues by product type

(in USD million)

2016

2015

2014

 

 

 

 

Crude oil

24,307

27,806

51,803

Natural gas

9,202

12,390

15,732

Refined products

8,142

10,761

16,782

Natural gas liquids

4,036

5,482

9,506

Other

1

1,461

2,885

 

 

 

 

Total revenues

45,688

57,900

96,708

 

4 Acquisitions and disposals

 

2016

Acquisition of shares in Lundin Petroleum AB (Lundin) and sale of interests in the Edvard Grieg field

In January 2016 Statoil acquired 11.93% of the issued share capital and votes in Lundin Petroleum AB for a total purchase price of SEK 4.6 billion (USD 541 million). The shares were accounted for as a non-current financial investment at fair value with changes in fair value presented in the line item net gains (losses) from available for sale financial assets in the Consolidated statement of comprehensive income up until the transaction in June 2016.

 

In June 2016 Statoil closed an agreement with Lundin to divest its entire 15% interest in the Edvard Grieg field, a 9% interest in the Edvard Grieg Oil pipeline and a 6% interest in the Utsira High Gas pipeline for an increased ownership share in Lundin. In addition to the divested interests, a cash consideration of SEK 544 million (USD 64 million) was paid to Lundin. Following the completion of the transaction Statoil owns 68.4 million shares of Lundin, corresponding to 20.1% of the outstanding shares and votes. Statoil recognised a total net gain of USD 120 million related to the divestment presented in the line item other income in the Consolidated statement of income. In the segment reporting, the gain was recognised in the Development and Production Norway (DPN) segment (USD 114 million) and in the Marketing, Midstream and Processing (MMP) segment (USD 5 million). The transaction was tax exempt under the Norwegian petroleum tax legislation.

 

Following the increase in ownership interest on 30 June 2016, Statoil obtained significant influence over Lundin, and accounted for the investment as an associate under the equity method. Statoil performed a purchase price allocation to determine the net identifiable assets and liabilities of Lundin. Excess values were allocated mainly to Lundin`s exploration and production licences on the Norwegian continental shelf. The investment in Lundin was included in the Consolidated balance sheet within line item equity accounted investments with a book value of USD 1,199 million as per 30 June 2016. The Lundin investment is reported as part of the DPN segment. For summarized financial information relating investment in Lundin Petroleum AB, see note 12 Associated Companies.

 

Following the change in accounting classification, Statoil recognised a gain of USD 127 million representing the cumulative gain on its initial 11.93% shareholding being reclassified from the line item net gains (losses) from available for sale financial assets in the Consolidated statement of comprehensive income, to the net financial items line item in the Consolidated statement of income.

 

 

148     Statoil, Annual Report on Form 20-F 2016       


 

Sale of interest in Marcellus operated onshore play

In July 2016 Statoil closed an agreement to divest its operated properties in the US state of West Virginia to EQT Corporation for USD 407 million in cash. The transaction was reported as part of Development and Production International ( DPI) segment and had an immaterial effect on the Consolidated statement of income recognized in the third quarter of 2016.

 

Acquisition of operated interest in Brazil

In November 2016 Statoil closed an agreement with Petróleo Brasileiro S.A. (“Petrobras”) to acquire a 66% operated interest in the Brazilian offshore licence BM-S-8 in the Santos basin for the maximum cash consideration of USD 2,500 million. A cash consideration of USD 1,250 million was paid on the closing date. The payment of the remaining consideration is subject to certain conditions being met, and was reflected at fair value at the transaction date. The value of the acquired exploration assets has been recognised in the DPI segment, resulting in an increase in intangible assets of USD 2,271 million.

 

Sale of interest Kai Kos Dehseh
In December 2016 Statoil signed an agreement with Athabasca Oil Corporation to divest the 100% owned Kai Kos Dehseh (KKD) oil sands projects covering the producing Leismer plant and the undeveloped Corner project, along with a number of midstream contracts associated with Leismer’s production. The total consideration consists of a cash consideration of CAD 435 million (USD 323 million), 100 million common shares in Athabasca Oil Corporation (slightly under 20% ownership share) and a series of contingent payments, capped at CAD 250 million (USD 186 million), based on development of oil price and production over the next four years. Both the shares and the contingent consideration will be measured at fair value on the closing date. As of 31 December 2016 the KKD related assets and associated liabilities were presented as held for sale in the Consolidated balance sheet. Upon entering into the agreement, Statoil impaired the assets by USD 412 million. This impairment is partly reflected as   depreciation, amortisation and net impairment losses   and partly as exploration expense in the Consolidated statement of income. In addition, as a consequence of the transaction, a separate onerous contract provision of USD 50 million, mainly related to vacant office spaces, has been recognised as selling, general and administration expenses. Accumulated foreign exchange losses, currently recognised in other comprehensive income, will be reflected in the Consolidated Statement of Income at the closing date. The transaction was closed 31 January 2017, and will be reflected in the DPI segment in the first quarter 2017.

 

2015

Sale of interests in the Marcellus onshore play

In January 2015 Statoil reduced its average working interest in the non-operated southern Marcellus onshore play from 29% to 23% through a divestment to Southwestern Energy. Proceeds from the sale were USD 365 million , recognized in the DPI segment with no gain .

 

Sale of interests in the Shah Deniz project and the South Caucasus Pipeline

In April 2015 Statoil sold its remaining 15.5% interest in the Shah Deniz project and the South Caucasus Pipeline to Petronas with a total gain of USD 1,182 million , recognised in the DPI and the MMP segments. Total proceeds from the sale were USD 2,688 million.

 

Sale of buildings

In 2015 Statoil sold the shares in Forusbeen 50 AS, Strandveien 4 AS and Arkitekt Ebbelsvei 10 AS with a gain of USD 211 million, recognised in the Other segment. Proceeds from the sale were USD 486 million. At the same time Statoil entered into 15 year operating lease agreements for the buildings.

 

Sale of interests in the Trans Adriatic Pipeline AG

In December 2015 Statoil sold its 20% interest in Trans Adriatic Pipeline AG to Snam SpA, with a gain of USD 139 million, recognised in the MMP segment. Total proceeds from the sale were USD 227 million.

 

Sale of interests in the Gudrun field and acquisition of interests in Eagle Ford

In December 2015 Statoil sold a 15% interest in the Gudrun field on the Norwegian continental shelf (NCS) to Repsol, recognizing a total gain of USD 142 million in the DPN segment. Proceeds from the sale were USD 216 million. Simultaneously Statoil acquired an additional 13% interest in the Eagle Ford formation with the same party. The acquisition was accounted for as a business combination using the acquisition method in the DPI and MMP segments with the fair value of net identifiable assets of USD 277 million and USD 121 million, respectively as of 30 December 2015. No goodwill was recognised.

 

2014

Sale of interests in the Shah Deniz project and the South Caucasus Pipeline

In March 2014 and May 2014 Statoil sold a 3.33% and a 6.67% working interests, in the Shah Deniz project and the South Caucasus Pipeline, to BP and SOCAR respectively, with a total gain of USD 942 million, presented in the DPI and the MMP segments. Proceeds from the sale were USD 1,383 million.  

 

Kai Kos Dehseh oil sands swap agreement

In May 2014 Statoil and its partner PTTEP swapped the two parties' respective interests in the Kai Kos Dehseh oil sands project in Alberta, Canada. Subsequent to the closing, Statoil continues as 100% owner of the Leismer and Corner projects. The transaction has been recognised in the DPI segment resulting in an increase in property, plant and equipment of USD 769 million, including a transfer from intangible   assets of USD 301 million, and with no impact on the Consolidated statement of income.

 

Sale of interests in licences on the Norwegian continental shelf

In December 2014 Statoil sold certain ownership interests in licences on the NCS to Wintershall with a gain of USD 861 million, recognised in the DPN segment. Proceeds from the sale were USD 1,250 million.    

  

 

 

Statoil, Annual Report on Form 20-F 2016      149  


 

5 Financial risk management

 

General information relevant to financial risks

Statoil's business activities naturally expose Statoil to financial risk. Statoil's approach to risk management includes assessing and managing risk

in all activities using a holistic risk approach. Statoil utilises correlations between the most important market risks, such as oil and natural gas prices, refined oil product prices, currencies, and interest rates, to calculate the overall market risk and thereby take into account the natural hedges inherent in Statoil's portfolio. Adding the different market risks without considering these correlations would overestimate Statoil's total market risk. This approach allows Statoil to reduce the number of risk management transactions and thereby reduce transaction costs and avoid sub-optimisation.

 

An important element in risk management is the use of centralised trading mandates. All major strategic transactions are required to be coordinated

through Statoil's corporate risk committee. Mandates delegated to the trading organisations within crude oil, refined products, natural gas and electricity are

relatively small compared to the total market risk of Statoil.

 

The corporate risk committee, which is headed by the chief financial officer and includes representatives from the principal business segments, is responsible for defining, developing and reviewing Statoil's risk policies. The chief financial officer, assisted by the committee, is also responsible for overseeing and developing Statoil's Enterprise Risk Management and proposing appropriate measures to adjust risk at the corporate level.

 

Financial risks

Statoil's activities expose Statoil to the following financial risks:

·        Market risk (including commodity price risk, currency risk and interest rate risk)

·        Liquidity risk

·        Credit risk

 

Market risk

Statoil operates in the worldwide crude oil, refined products, natural gas, and electricity markets and is exposed to market risks including fluctuations in hydrocarbon prices, foreign currency rates, interest rates, and electricity prices that can affect the revenues and costs of operating, investing and financing. These risks are managed primarily on a short-term basis with a focus on achieving the highest risk-adjusted returns for Statoil within the given mandate. Long-term exposures are managed at the corporate level, while short-term exposures are managed according to trading strategies and mandates approved by Statoil's corporate risk committee.

 

For more information on sensitivity analysis of market risk see note 25 Financial instruments: fair value measurement and sensitivity analysis of market risk.

 

Commodity price risk

Statoil’s most important long term commodity risk (oil and natural gas) is related to future market prices as   Statoil´s risk policy is to be exposed to both upside and downside price movements. To manage short-term commodity risk, Statoil enters into commodity- based derivative contracts, including futures, options, over-the-counter (OTC) forward contracts, market swaps and contracts for differences related to crude oil, petroleum products, natural gas and electricity. Statoil’s bilateral gas sales portfolio is exposed to various price indices and uses derivatives to manage the net gas sales exposure towards a diversified combination of long and short dated gas price markers.

 

The term of crude oil and refined oil products derivatives are usually less than one year, and they are traded mainly on the Inter Continental Exchange (ICE) in London, the New York Mercantile Exchange (NYMEX), the OTC Brent market, and crude and refined products swap markets. The term of natural gas and electricity derivatives is usually three years or less, and they are mainly OTC physical forwards and options, NASDAQ OMX Oslo forwards and futures traded on the NYMEX and ICE.

 

Currency risk

Statoil's cash flows from operating activities deriving from oil and gas sales, operating expenses and capital expenditures are mainly in USD, but taxes,

dividends to shareholders on the Oslo Børs, a share of our operating expenses and capital expenditures are in NOK. Accordingly, Statoil's currency management is primarily linked to mitigate currency risk related to payments in NOK. This means that Statoil regularly purchases NOK, primarily spot, but also on a forward basis using conventional derivative instruments.

 

Interest rate risk

Bonds are normally issued at fixed rates in a variety of local currencies (among others USD, EUR and GBP). Bonds are normally converted to floating USD bonds by using interest rate and currency swaps. Statoil manages its interest rates exposure on its bond debt based on risk and reward considerations from an enterprise risk management perspective. This means that the fixed/floating mix on interest rate exposure may vary from time to time. For more detailed information about Statoil's long-term debt portfolio see note 18 Finance debt.

 

Liquidity risk

Liquidity risk is the risk that Statoil will not be able to meet obligations of financial liabilities when they become due. The purpose of liquidity management is

to ensure that Statoil has sufficient funds available at all times to cover its financial obligations.

 

The main cash outflows are the quarterly dividend payments and Norwegian petroleum tax payments paid six times per year. If the cash flow forecasts indicate that the liquid assets will fall below target levels, new long-term funding will be considered.

 

150     Statoil, Annual Report on Form 20-F 2016       


 

Short-term funding needs will normally be covered by the USD 5.0 billion US Commercial Papers Programme (CP) which is backed by a revolving credit

facility of USD 5.0 billion, supported by 21 core banks, maturing in 2021 The facility supports secure access to funding, supported by the best available short-term rating. As at 31 December 2016 it has not been drawn.

 

Statoil raises debt in all major capital markets (USA, Europe and Asia) for long-term funding purposes. The policy is to have a smooth maturity profile with

repayments not exceeding five percent of capital employed in any year for the nearest five years. Statoil's non-current financial liabilities have a weighted

average maturity of approximately nine years .  

 

For more information about Statoil's non-current financial liabilities see note 18 Finance debt.

 

The table below shows a maturity profile, based on undiscounted contractual cash flows, for Statoil's financial liabilities.

 

 

At 31 December

(in USD million)

2016

2015

 

 

 

Due within 1 year

12,766

11,909

Due between 1 and 2 years

4,913

8,361

Due between 3 and 4 years

9,891

9,861

Due between 5 and 10 years

10,884

10,645

Due after 10 years

13,278

13,113

 

 

 

Total specified

51,732

53,889

 

Credit risk

Credit risk is the risk that Statoil's cust omers or counterparties will cause Statoil financial loss by failing to honour their obligations. Credit risk arises from credit exposures with customer accounts receivables as well as from financial investments, derivative financial instruments and deposits with financial institutions.

 

Prior to entering into transactions with new counterparties, Statoil's credit policy requires all counterparties to be formally identified and assigned internal credit ratings as well as exposure limits. The internal credit ratings reflect Statoil's assessment of the counterparties' credit risk and are based on a quantitative and qualitative analysis of recent financial statements and other relevant business information including general market and industry information.  All counterparties are re-assessed regularly.

 

Statoil uses risk mitigation tools to reduce or control credit risk both on a counterparty and portfolio level. The main tools include bank and parental guarantees, prepayments and cash collateral.

 

Statoil has pre-defined limits for the absolute credit risk level allowed at any given time on Statoil's portfolio as well as maximum credit exposures for individual counterparties. Statoil monitors the portfolio on a regular basis and individual exposures against limits on a daily basis. The total credit exposure portfolio of Statoil is geographically diversified among a number of counterparties within the oil and energy sector, as well as larger oil and gas consumers and financial counterparties. The majority of Statoil's credit exposure is with investment grade counterparties.

 

 

 

Statoil, Annual Report on Form 20-F 2016      151  


 

The following table contains the carrying amount of Statoil's financial receivables and derivative financial instruments split by Statoil's assessment of the counterparty's credit risk. Trade and other receivables include 4% overdue receivables for 30 days and more. The overdue receivables are mainly joint venture receivables pending the settlement of disputed working interest items payable from Statoil’s working interest partners within its US unconventional activities. Provisions have been made for expected losses.   Only non-exchange traded instruments are included in derivative financial instruments.

 

(in USD million)

Non-current financial receivables

Trade and other receivables

Non-current derivative financial instruments

Current derivative financial instruments

 

 

 

 

 

At 31 December 2016

 

 

 

 

Investment grade, rated A or above

234

1,682

754

412

Other investment grade

264

4,090

1,064

75

Non-investment grade or not rated

210

1,302

0

4

 

 

 

 

 

Total financial asset

707

7,074

1,819

491

 

 

 

 

 

At 31 December 2015

 

 

 

 

Investment grade, rated A or above

0

1,653

1,346

230

Other investment grade

377

3,126

1,350

278

Non-investment grade or not rated

277

1,055

0

34

 

 

 

 

 

Total financial asset

655

5,834

2,697

542

 

At 31 December 2016, USD 571 million of cash was held as collateral to mitigate a portion of Statoil's credit exposure. At 31 December 2015, USD 1,161 million was held as collateral. The collateral cash is received as a security to mitigate credit exposure related to positive fair values on interest rate swaps, cross currency swaps and foreign exchange swaps. Cash is called as collateral in accordance with the master agreements with the different counterparties when the positive fair values for the different swap agreements are above an agreed threshold.

 

Under the terms of various master netting agreements for derivative financial instruments as of 31 December 2016, USD 817 million presented as liabilities do not meet the criteria for offsetting. At 31 December 2015, USD 794 million was not offset. The collateral received and the amounts not offset from derivative financial instrument liabilities, reduce the credit exposure in the derivative financial instruments presented in the table above as they will offset each other in a potential default situation for the counterparty. Trade and other receivables subject to similar master netting agreements USD 364 million have been offset as of 31 December 2016, and respectively USD 341 million as of 31 December 2015.

  

 

6 Remuneration

 

 

Full year

(in USD million, except average number of employees)

2016

2015

2014

 

 

 

 

Salaries 1)

2,576

2,791

3,698

Pension costs

650

846

544

Payroll tax

394

419

548

Other compensations and social costs

276

312

376

 

 

 

 

Total payroll costs

3,895

4,369

5,166

 

 

 

 

Average number of employees 2)

21,300

22,300

23,300

 

1)      Salaries include bonuses, severance packages and expatriate costs in addition to base pay.

2)      Part time employees amount to 3%, 3% and 2% for the years 2016, 2015 and 2014 respectively.

 

Total payroll expenses are accumulated in cost-pools and partly charged to partners of Statoil operated licences on an hours incurred basis.

 

152     Statoil, Annual Report on Form 20-F 2016       


 

Compensation to the board of directors (BoD) and the corporate executive committee (CEC)

Remuneration to members of the BoD and the CEC during the year was as follows:

 

 

Full year

(in USD thousand) 1)

2016

2015

2014

 

 

 

 

Current employee benefits

9,270

11,436

11,624

Post-employment benefits

574

799

2,064

Other non-current benefits

19

15

0

Share-based payment benefits

102

167

175

 

 

 

 

Total

9,966

12,418

13,863

 

1)        All figures in the table are presented on accrual basis.

 

At 31 December 2016, 2015 and 2014 there are no loans to the members of the BoD or the CEC.

 

Share-based compensation

Statoil's share saving plan provides employees with the opportunity to purchase Statoil shares through monthly salary deductions and a contribution by Statoil. If the shares are kept for two full calendar years of continued employment following the year of purchase, the employees will be allocated one bonus share for each one they have purchased.

 

Estimated compensation expense including the contribution by Statoil for purchased shares, amounts vested for bonus shares granted and related social security tax was USD 61 million, USD 77 million and USD 94 million related to the 2016, 2015 and 2014 programs, respectively. For the 2017 program (granted in 2016) the estimated compensation expense is USD 62 million. At 31 December 2016 the amount of compensation cost yet to be expensed throughout the vesting period is USD 138 million.

  

 

7 Other expenses

 

Auditor's remuneration

 

Full year

(in USD million, excluding VAT)

2016

2015

2014

 

 

 

 

Audit fee

6.5

6.1

7.1

Audit related fee

1.0

1.7

1.3

Tax fee

0.1

0.0

0.0

Other service fee

0.0

0.0

0.0

 

 

 

 

Total

7.5

7.9

8.4

 

 

 

 

 

In addition to the figures in the table above, the audit fees and audit related fees related to Statoil operated licences amount to USD 0.8 million, USD 0.9 million and USD 1.0 million for 2016, 2015 and 2014, respectively.

 

Research and development expenditures

Research and development (R&D) expenditures were USD 298 million, USD 344 million and USD 476 million in 2016, 2015 and 2014, respectively. R&D expenditures are partly financed by partners of Statoil operated licenses. Statoil's share of the expenditures has been recognised as expense in the Consolidated statement of income.

 

Statoil, Annual Report on Form 20-F 2016      153  


 

8 Financial items

 

 

Full year

(in USD million)

2016

2015

2014

 

 

 

 

Foreign exchange gains (losses) derivative financial instruments

353

548

(198)

Other foreign exchange gains (losses)

(473)

(793)

(109)

 

 

 

 

Net foreign exchange gains (losses)

(120)

(245)

(307)

 

 

 

 

Dividends received

46

42

42

Gains (losses) financial investments

(0)

47

176

Interest income financial investments

63

76

111

Interest income non-current financial receivables

22

23

19

Interest income current financial assets and other financial items

305

208

281

 

 

 

 

Interest income and other financial items

436

396

628

 

 

 

 

Gains (losses) derivative financial instruments

470

(491)

904

 

 

 

 

Interest expense bonds and bank loans and net interest on related derivatives

(830)

(707)

(684)

Interest expense finance lease liabilities

(26)

(27)

(47)

Capitalised borrowing costs

355

392

250

Accretion expense asset retirement obligations

(420)

(481)

(597)

Interest expense current financial liabilities and other finance expense

(122)

(147)

(127)

 

 

 

 

Interest and other finance expenses

(1,043)

(971)

(1,205)

 

 

 

 

Net financial items

(258)

(1,311)

20

 

Statoil's main financial items relate to assets and liabilities categorised in the held for trading category and the amortised cost category. For more information about financial instruments by category see note 25 Financial instruments: fair value measurement and sensitivity analysis of market risk.

 

The line item interest expense bonds and bank loans and net interest on related derivatives primarily includes interest expenses of USD 1,018 million, USD 1,041 million and USD 1,079 million from the financial liabilities at amortised cost category. This was partly offset by net interest on related derivatives from the held for trading category, USD 188 million, USD 334 million and USD 395 million for 2016, 2015 and 2014, respectively.

 

The line item gains (losses) derivative financial instruments primarily includes fair value gain from the held for trading category of USD 454 million, a loss of USD 492 million and a gain of USD 897 million for 2016, 2015 and 2014, respectively.

 

Foreign exchange gains (losses) derivative financial instruments include fair value changes of currency derivatives related to liquidity and currency risk.

The line item foreign exchange gains (losses) includes a net foreign exchange loss of USD 205 million, a loss of USD 1,208 million and a loss of USD 2,120 million from the held for trading category for 2016, 2015 and 2014, respectively.

 

154     Statoil, Annual Report on Form 20-F 2016       


 

9 Income taxes

 

Significant components of income tax expense

 

Full year

(in USD million)

2016

2015

2014

 

 

 

 

Current income tax expense in respect of current year

(3,869)

(6,488)

(14,299)

Prior period adjustments

(158)

(91)

307

 

 

 

 

Current income tax expense

(4,027)

(6,579)

(13,993)

 

 

 

 

Origination and reversal of temporary differences

1,372

1,519

29

Change in tax regulations

(50)

(90)

(19)

Prior period adjustments

(20)

(74)

(29)

 

 

 

 

Deferred tax expense

1,302

1,355

(19)

 

 

 

 

Income tax expense

(2,724)

(5,225)

(14,011)

 

During the normal course of its business, Statoil files tax returns in many different tax regimes. There may be differing interpretation of applicable tax laws and regulations regarding some of the matters in the tax returns. In certain cases it may take several years to complete the discussions with the relevant tax authorities or to reach a resolution of the tax positions through litigations. Statoil has provided for probable income tax related assets and liabilities based on best estimates reflecting consistent interpretations of the applicable laws and regulations.

 

Reconciliation of statutory tax rate to effective tax rate

 

Full year

(in USD million)

2016

2015

2014

 

 

 

 

Income before tax

(178)

55

17,898

 

 

 

 

Calculated income tax at statutory rate 1)

676

1,078

(5,139)

Calculated Norwegian Petroleum tax 2)

(2,250)

(4,145)

(9,960)

Tax effect uplift 2)

812

847

980

Tax effect of permanent differences regarding divestments

153

468

911

Tax effect of permanent differences caused by functional currency different from tax currency

(356)

719

762

Tax effect of other permanent differences

(48)

(2)

(298)

Change in unrecognised deferred tax assets

(1,625)

(3,557)

(1,299)

Change in tax regulations

(50)

(90)

(19)

Prior period adjustments

(177)

(165)

278

Other items including currency effects

141

(376)

(228)

 

 

 

 

Income tax expense

(2,724)

(5,225)

(14,011)

 

 

 

 

Effective tax rate

>(100%)

>100%

78.3%

 

1)        The weighted average of statutory tax rates was positive 379.8% in 2016, negative 1,950.2% in 2015 and positive 28.7% in 2014. The high tax rate in 2016, the negative rate in 2015 and the change in average statutory tax rates from 2015 to 2016 is mainly caused by earnings composition between tax regimes with lower statutory tax rates and tax regimes with higher statutory tax rates. In both years there are positive income in tax regimes with relatively lower tax rates and losses, including impairments and provisions, in tax regimes with relatively higher tax rates. The decrease from 2014 to 2015 was mainly caused by losses, impairments and provisions in entities with higher than average statutory tax rates.

2)        When computing the petroleum tax of 53% (54% from 2017) on income from the Norwegian continental shelf, an additional tax-free allowance, or uplift, is granted at a rate of 5.5% per year (5.4% per year from 2017 for new investments) on the basis of the original capitalised cost of offshore production installations. For investments made prior to 5 May 2013, the rate is 7.5% per year. Transitional rules apply to investments from 5 May 2013 covered by among others Plans for development and operation (PDOs) or Plans for installation and operation (PIOs) submitted to the Ministry of Oil and Energy prior to 5 May 2013. The uplift may be deducted from taxable income for a period of four years, starting in the year in which the capital expenditure is incurred. Unused uplift may be carried forward indefinitely. At year end 2016 and 2015, unrecognised uplift credits amounted to USD 2,121 million and USD 2,333 million, respectively.

Statoil, Annual Report on Form 20-F 2016      155  


 

Deferred tax assets and liabilities comprise

(in USD million)

Tax losses carried forward

Property, plant and equipment

and Intangible assets

Asset removal obligation

Pensions

Derivatives

Other

Total

 

 

 

 

 

 

 

 

Deferred tax at 31 December 2016

 

 

 

 

 

 

Deferred tax assets

4,283

233

7,078

743

138

849

13,323

Deferred tax liabilities

0

(16,797)

0

0

(270)

(488)

(17,555)

 

 

 

 

 

 

 

 

Net asset (liability) at 31 December 2016

4,283

(16,564)

7,078

743

(132)

361

(4,231)

 

 

 

 

 

 

 

 

Deferred tax at 31 December 2015

 

 

 

 

 

 

Deferred tax assets

4,743

185

6,980

578

7

797

13,291

Deferred tax liabilities

(0)

(16,731)

0

(0)

(928)

(1,032)

(18,691)

 

 

 

 

 

 

 

 

Net asset (liability) at 31 December 2015

4,743

(16,545)

6,980

578

(920)

(235)

(5,399)



 

Changes in net deferred tax liability during the year were as follows:

(in USD million)

2016

2015

2014

 

 

 

 

Net deferred tax liability at 1 January

5,399

7,881

10,317

Charged (credited) to the Consolidated statement of income

(1,302)

(1,355)

19

Other comprehensive income

(129)

461

56

Translation differences and other

264

(1,588)

(2,510)

 

 

 

 

Net deferred tax liability at 31 December

4,231

5,399

7,881

 

Deferred tax assets and liabilities are offset to the extent that the deferred taxes relate to the same fiscal authority, and there is a legally enforceable right to offset current tax assets against current tax liabilities. After netting deferred tax assets and liabilities by fiscal entity, deferred taxes are presented on the balance sheet as follows:

 

At 31 December

(in USD million)

2016

2015

 

 

 

Deferred tax assets

2,195

2,022

Deferred tax liabilities

6,427

7,421

 

Deferred tax assets are recognised based on the expectation that sufficient taxable income will be available through reversal of taxable temporary differences or future taxable income. At year end 2016 and 2015 the deferred tax assets of USD 2,195 million and USD 2,022 million, respectively, were primarily recognised in Norway, Angola, Brasil and the UK.

Unrecognised deferred tax assets

 

At 31 December

 

2016

2015

(in USD million)

Basis

Tax

Basis

Tax

 

 

 

 

 

Deductible temporary differences

3,431

1,360

2,448

1,010

Tax losses carried forward

17,440

6,557

14,329

5,297

 

 

 

 

 

Total

20,871

7,917

16,776

6,307

 

Approximately 9% of the unrecognised carry forward tax losses can be carried forward indefinitely. The majority of the remaining part of the unrecognised tax losses expire after 2027. The unrecognised deductible temporary differences do not expire under the current tax legislation. Deferred tax assets have not been recognised in respect of these items because currently there is insufficient evidence to support that future taxable profits will be available to secure utilisation of the benefits.

156     Statoil, Annual Report on Form 20-F 2016       


 

At year end 2016 unrecognised deferred tax assets in the US and Angola represents USD 5,655 million and USD 800 million of the total unrecognised deferred tax assets of USD 7,917 million. Similar amounts for 2015 were USD 4,461 million in the US and USD 643 million in Angola of a total of USD 6,307 million.

 

10 Property, plant and equipment

 

(in USD million)

Machinery, equipment and transportation equipment, including vessels

Production plants and oil and gas assets

Refining and manufacturing plants

Buildings and land

Assets under development

Total

 

 

 

 

 

 

 

Cost at 31 December 2015

3,466

133,269

7,459

928

20,284

165,406

Additions and transfers

62

11,960

776

70

(2,148)

10,720

Disposals at cost 1)

(98)

(1,857)

(48)

(130)

(445)

(2,577)

Assets reclassified to held for sale (HFS)

(7)

(2,169)

0

(12)

(51)

(2,239)

Effect of changes in foreign exchange

(30)

1,546

75

2

(325)

1,268

 

 

 

 

 

 

 

Cost at 31 December 2016

3,394

142,750

8,262

859

17,315

172,579

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2015

(2,826)

(90,762)

(5,386)

(468)

(3,958)

(103,400)

Depreciation

(137)

(9,657)

(411)

(31)

0

(10,235)

Impairment losses

(0)

(1,672)

(240)

(12)

(969)

(2,893)

Reversal of impairment losses

0

1,186

371

0

35

1,592

Transfers

71

(2,013)

(79)

(0)

1,789

(232)

Accumulated depreciation and impairment disposed assets 1)

91

1,231

44

57

14

1,437

Accumulated depreciation and impairment assets classified as HFS

6

1,757

0

8

22

1,794

Effect of changes in foreign exchange

28

(1,042)

(71)

1

(1)

(1,086)

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2016

(2,767)

(100,971)

(5,772)

(446)

(3,068)

(113,023)

 

 

 

 

 

 

 

Carrying amount at 31 December 2016

626

41,779

2,490

413

14,247

59,556

 

 

 

 

 

 

 

Estimated useful lives (years)

3-20

UoP 2)

15 - 20

20 - 33

 

 

Statoil, Annual Report on Form 20-F 2016      157  


 

(in USD million)

Machinery, equipment and transportation equipment, including vessels

Production plants and oil and gas assets

Refining and manufacturing plants

Buildings and land

Assets under development

Total

 

 

 

 

 

 

 

Cost at 31 December 2014

3,508

139,578

8,691

1,358

22,162

175,297

Additions and transfers

52

9,895

598

78

1,292

11,914

Disposals at cost

(20)

(1,657)

(1,052)

(437)

(1,197)

(4,362)

Effect of changes in foreign exchange

(74)

(14,547)

(779)

(70)

(1,973)

(17,443)

 

 

 

 

 

 

 

Cost at 31 December 2015

3,466

133,269

7,459

928

20,284

165,406

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2014

(2,708)

(88,344)

(6,490)

(641)

(1,494)

(99,677)

Depreciation

(173)

(10,162)

(266)

(48)

0

(10,650)

Impairment losses and transfers

0

(3,419)

(67)

0

(2,661)

(6,147)

Reversal of impairment losses

0

108

483

6

22

620

Accumulated depreciation and impairment disposed assets

2

830

324

190

(0)

1,347

Effect of changes in foreign exchange

53

10,224

629

25

175

11,107

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2015

(2,826)

(90,762)

(5,386)

(468)

(3,958)

(103,400)

 

 

 

 

 

 

 

Carrying amount at 31 December 2015

641

42,507

2,073

460

16,326

62,006

 

 

 

 

 

 

 

Estimated useful lives (years)

3-20

UoP 2)

15 - 20

20 - 33

 

 

 

 

1)        Includes USD 445 million related to change in the classification of Statoil’s investment in joint operation (pro-rata line by line consolidation)/full consolidation to joint venture (equity method), mainly related to Dudgeon Offshore Wind Ltd (USD 341 million).

2)        Depreciation according to unit of production method (UoP), see note 2 Significant accounting policies

The carrying amount of assets transferred to Property, plant and equipment from Intangible assets in 2016 and 2015 amounted to USD 692 million and USD 332 million, respectively.

Impairments

 

(in USD million)

Property, plant and equipment

Intangible assets 3)

Total

 

 

 

 

At 31 December 2016

 

 

 

Producing and development assets 1)

1,301

590

1,890

Acquisition costs related to oil and gas prospects 2)

0

403

403

 

 

 

 

Total net impairment losses recognised

1,301

992

2,293

 

 

 

 

At 31 December 2015

 

 

 

Producing and development assets 1)

5,526

1,263

6,788

Goodwill 1)

0

539

539

Acquisition costs related to oil and gas prospects 2)

0

688

688

 

 

 

 

Total net impairment losses recognised

5,526

2,490

8,015

 

1)          Producing and development assets and goodwill are subject to impairment assessment under IAS 36. The total net impairment losses recognised under IAS 36 in 2016 and 2015 amount to USD 1,890 million and USD 7,327 million, respectively, including impairment of acquisition costs - oil and gas prospects (intangible assets).

2)          Acquisition costs related to exploration activities, subject to impairment assessment under the successful efforts method (IFRS 6).

3)          See note 11 Intangible assets .  

158     Statoil, Annual Report on Form 20-F 2016       


 

In assessing the need for impairment of the carrying amount of a potentially impaired asset, the asset's carrying amount is compared to its recoverable amount. The recoverable amount is the higher of fair value less cost of disposal (FVLCOD) and estimated value in use (VIU).

The base discount rate for VIU calculations is 6.0% real after tax (2015: 6.5%). The discount rate is derived from Statoil's weighted average cost of capital. A derived pre-tax discount rate would generally be in the range of 8-12%, depending on asset specific characteristics, such as specific tax treatments, cash flow profiles and economic life. For certain assets a pre-tax discount rate could be outside this range, mainly due to special tax elements (for example permanent differences) affecting the pre-tax equivalent. See note 2 Significant accounting policies for further information regarding impairment on property, plant and equipment.

  

 

 

 

2016

2015

 

(in USD million)

Impairment method

Carrying amount after impairment 1)

Net impairment loss

Carrying amount after impairment 1)

Net impairment loss

 

 

 

 

 

 

 

 

At 31 December

 

 

 

 

 

 

Development and Production Norway

VIU

3,115

760

1,427

454

 

 

FVLCOD

1,401

69

2,010

620

 

North America - unconventional

VIU

3,887

945

5,733

3,119

 

 

FVLCOD

483

412

1,240

539

 

North America Conventional offshore Gulf of Mexico

VIU

4,459

141

3,699

2,210

 

 

FVLCOD

0

0

0

0

 

North Africa

VIU

0

104

490

130

 

 

FVLCOD

0

0

0

0

 

Sub - Saharan Africa

VIU

772

(137)

903

169

 

 

FVLCOD

0

0

0

0

 

Europe and Asia

VIU

1,124

(330)

1,018

511

 

 

FVLCOD

0

0

0

0

 

Marketing, Midstream and Processing

VIU

1,046

(74)

1,005

(425)

 

 

FVLCOD

0

0

0

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

16,286

1,890

17,525

7,327

 

 

 

 

 

 

 

 

1) Carrying amount relates to assets impaired/reversed.

 

 

During 2016 net impairment losses of USD 1,890 million were recognised on producing and development assets mainly due to downward revision of long-term commodity price assumptions. For 2015 the net impairment losses recognised were USD 7,327 million primarily due to declining commodity prices.

 

Development and Production Norway (DPN)

In the DPN segment net impairment losses of USD 829 million were recognised in 2016, which were mainly related to conventional offshore assets in the development phase. The net impairment losses were triggered by reduction in commodity price assumptions. In 2015 impairment losses of USD 1,074 million were recognised.

Development and Production International (DPI)

In the DPI segment net impairment losses of USD 1,130 million were recognised in 2016 of which USD 1,357 million, including a reversal of USD 571 million, related to unconventional onshore assets in North America. The loss includes impairment of Kai Kos Dehseh, classified as held for sale as of 31 December 2016. In addition, impairment reversals of USD 780 million and impairment losses of USD 553 million were recognised in relation to conventional assets. Net impairment losses of USD 541 million were recognised as Depreciation, amortisation and net impairment losses and net impairment losses of USD 590 million related to signature bonuses and acquisition costs recognised as Exploration expenses. In 2015 impairment losses of USD 6,678 million were recognised.

The net impairment losses were mainly a result from reduced long term commodity price assumptions partly offset by increased short term prices, operational performance improvements and cost reductions.

Marketing, Midstream and Processing (MMP)

The MMP segment recognised a net impairment reversal of USD 74 million mainly related to a refinery. The reversal of impairment was triggered by increased refinery margins and operational and commercial improvements. In 2015 net reversal of USD 425 million were recognised.

 

The recoverable amount of assets tested for impairment was mainly based on Value in Use (VIU) estimates on the basis of internal forecasts on costs, production profiles and commodity prices. In fourth quarter, the downward revision of the long term price forecast constituted the most important impairment indicator. Business plan updates including improved production profiles, more efficient operations and lower costs in addition to increased short

Statoil, Annual Report on Form 20-F 2016      159  


 

term commodity prices partially offsets the effect of lower long term prices. Short term commodity prices (2017 – 2019) are forecasted by using observable forward prices for 2017 and a linear projection towards the 2020 internal forecast. In 2015 the observable forward prices were used for the first three years.

 

Recoverable amount for assets measured at Fair Value Less Cost of Disposal (FVLCOD) have partially been established through comparisons with observed market transactions and bids, and partially through internally prepared net present value estimates using assumed market participant assumptions.

 

The price assumptions used for impairment calculations were as follows (prices used in 2015 impairment calculations for the respective years are indicated in brackets):

 

Year

(Prices in real terms)

2017

 

2020

 

2025

 

2030

 

 

 

 

 

 

 

 

 

 

 

 

Brent Blend – USD/bbl

55

(45)

 

75

(83)

 

78

(92)

 

80

(100)

NBP - USD/mmbtu

6.0

(4.9)

 

6.0

 (8.0) 

 

8.0

(9.0)

 

8.0

(9.2)

Henry Hub – USD/mmbtu

3.4

(2.7)

 

4.0

 (4.2) 

 

4.0

 (4.4) 

 

4.0

 (4.6) 

 

Sensitivities  

Commodity prices have historically been volatile. Significant further downward adjustments of Statoil’s commodity price assumptions would result in impairment losses on certain producing and development assets in Statoil’s portfolio. If a further decline in commodity price forecasts over the lifetime of the assets were 20%, considered to represent a reasonably likely change, the impairment amount to be recognised could illustratively be in the region of USD 8 billion before tax effects. This illustrative impairment sensitivity assumes no changes to input factors other than prices; however, a price reduction of 20% is likely to result in changes in business plans as well as other factors used when estimating an asset’s recoverable amount. Changes in such input factors would likely significantly reduce the actual impairment amount compared to the illustrative sensitivity above. Changes that could be expected would include a reduction in the cost level in the oil and gas industry as well as offsetting currency effects, both of which have historically occurred following significant changes in commodity prices. The illustrative sensitivity is therefore not considered to represent a best estimate of an expected impairment impact, nor an estimated impact on revenues or operating income in such a scenario. A significant and prolonged reduction in oil and gas prices would also result in mitigating actions by Statoil and its license partners, as a reduction of oil and gas prices would impact drilling plans and production profiles for new and existing assets. Quantifying such impacts is considered impracticable, as it requires detailed technical, geological and economical evaluations based on hypothetical scenarios and not based on existing business or development plans.

 

11 Intangible assets

 

(in USD million)

Exploration expenses

Acquisition costs - oil and gas prospects

Goodwill

Other

Total

 

 

 

 

 

 

Cost at 31 December 2015

3,701

5,207

1,565

402

10,875

Additions

246

2,477

0

(8)

2,715

Disposals at cost

(0)

(311)

0

(42)

(353)

Transfers

(298)

(392)

0

(2)

(692)

Assets reclassified to held for sale

(19)

(78)

0

0

(97)

Expensed exploration expenditures previously capitalised

(808)

(992)

0

0

(1,800)

Effect of changes in foreign exchange

33

(3)

5

(4)

31

 

 

 

 

 

 

Cost at 31 December 2016

2,856

5,907

1,570

346

10,679

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2015

 

 

(1,242)

(182)

(1,423)

Amortisation and impairments for the year

 

 

0

(13)

(13)

Amortisation and impairment losses disposed intangible assets

 

 

0

(2)

(2)

Effect of changes in foreign exchange

 

 

0

2

2

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2016

 

 

(1,242)

(195)

(1,437)

 

 

 

 

 

 

Carrying amount at 31 December 2016

2,856

5,907

328

151

9,243

160     Statoil, Annual Report on Form 20-F 2016       


 

(in USD million)

Exploration expenses

Acquisition costs - oil and gas prospects

Goodwill

Other

Total

 

 

 

 

 

 

Cost at 31 December 2014

3,075

7,183

1,632

454

12,345

Additions

1,188

546

0

(18)

1,716

Disposals at cost

(61)

(293)

(9)

(24)

(387)

Transfers

(82)

(250)

0

(0)

(332)

Expensed exploration expenditures previously capitalised

(213)

(1,951)

0

0

(2,164)

Effect of changes in foreign exchange

(206)

(29)

(58)

(9)

(303)

 

 

 

 

 

 

Cost at 31 December 2015

3,701

5,207

1,565

402

10,875

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2014

 

 

(702)

(183)

(885)

Amortisation and impairments for the year

 

 

(539)

(2)

(541)

Effect of changes in foreign exchange

 

 

0

2

2

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2015

 

 

(1,242)

(182)

(1,423)

 

 

 

 

 

 

Carrying amount at 31 December 2015

3,701

5,207

323

220

9,452

 

The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite useful lives are amortised systematically over their estimated economic lives, ranging between 10-20 years.

During 2016, intangible assets were impacted by impairments of acquisition costs related to exploration activities of USD 403 million primarily as a result from dry wells and uncommercial discoveries in Gulf of Mexico, South America and Angola. Additionally, Statoil recognised impairments of signature bonuses and acquisition costs totalling USD 590 million. 

Impairment losses and reversals of impairment losses are presented as Exploration expenses   and Depreciation, amortisation and net impairment losses on the basis of their nature as exploration assets (intangible assets) and other intangible assets, respectively. The impairment losses and reversal of impairment losses are based on recoverable amount estimates triggered by changes in reserve estimates, cost estimates and market conditions. See note 10 Property, plant and equipment for more information on the basis for impairment assessments.

 

The table below shows the aging of capitalised exploration expenditures.

(in USD million)

2016

2015

 

 

 

Less than one year

311

1,448

Between one and five years

2,216

1,923

More than five years

329

331

 

 

 

Total

2,856

3,701



 

The table below shows the components of the exploration expenses.

 

Full year

(in USD million)

2016

2015

2014

 

 

 

 

Exploration expenditures

1,437

2,860

3,730

Expensed exploration expenditures previously capitalised

1,800

2,164

2,097

Capitalised exploration

(285)

(1,151)

(1,161)

 

 

 

 

Exploration expenses

2,952

3,872

4,666

 

Statoil, Annual Report on Form 20-F 2016      161  


 

12 Equity accounted investments

 

 

 

 

(in USD million)

 

 

 

2016

2015

 

 

Ownership

Book value

Profit share

Book value

Profit share

 

 

 

 

 

 

 

Lundin Petroleum AB

 

20.1%

1,121

(78)

-

-

Other equity accounted investments

 

1,124

(41)

824

(29)

 

 

 

 

 

 

 

Total

 

 

2,245

(119)

824

(29)

 

Voting rights corresponds to ownership.

 

Summary financial information of equity accounted investments

 

The following table provides summarised financial information relating to Lundin Petroleum AB. This information is presented on a 20.1% basis and also reflects adjustments made by Statoil to Lundin Petroleum AB’s own results in applying the equity method of accounting. Statoil adjusts Lundin Petroleum AB’s results for depreciation of excess values determined in the purchase price allocation at the date of acquisition. Where there are significant differences in accounting policies, adjustments are made to bring the accounting policies applied in line with Statoil’s. These adjustments have decreased the reported net income for 2016, as shown in the table below, compared with the equivalent amount reported by Lundin Petroleum AB.

 

 

 

 

 

 

Lundin Petroleum AB

(in USD million)

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

At 31 December

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

69

Non-Current assets

 

 

 

 

 

 

3,069

Current liabilities

 

 

 

 

 

 

(70)

Non-Current liabilities

 

 

 

 

 

 

(1,947)

Net assets

 

 

 

 

 

 

1,121

Year ended 31 December

 

 

 

 

 

 

 

Gross revenues 1)

 

 

 

 

 

 

135

Income before tax 1)

 

 

 

 

 

 

(83)

Net income 1)

 

 

 

 

 

 

(78)

 

 

 

 

 

 

 

 

Capital expenditures 1)

 

 

 

 

 

 

589

 

 

 

 

 

 

 

 

1) For the period 30 June to 31 December 2016.

 

Statoil has not received dividends from Lundin Petroleum AB for 2016.

 

Statoil’s quoted market value as per 31.12.2016 was USD 1.496 billion.

 

162     Statoil, Annual Report on Form 20-F 2016       


 

13 Financial investments and non-current prepayments

 

Non-current financial investments

 

At 31 December

(in USD million)

2016

2015

 

 

 

Bonds

1,362

1,412

Listed equity securities

731

715

Non-listed equity securities

251

209

 

 

 

Financial investments

2,344

2,336

 

Bonds and listed equity securities relate to investment portfolios which are held by Statoil's captive insurance company and accounted for using the fair value option.

Non-current prepayments and financial receivables

 

At 31 December

(in USD million)

2016

2015

 

 

 

Financial receivables interest bearing

707

764

Prepayments and other non-interest bearing receivables

185

203

 

 

 

Prepayments and financial receivables

893

967

 

Financial receivables interest bearing primarily relate to project financing of equity accounted companies and loans to employees.

 

Current financial investments

 

At 31 December

(in USD million)

2016

2015

 

 

 

Time deposits

3,242

2,166

Interest bearing securities

4,995

7,650

 

 

 

Financial investments

8,211

9,817

 

At 31 December 2016 current f inancial investments   include USD 818.3 million investment portfolios which are held by Statoil's captive insurance company and accounted for using the fair value option. The corresponding balance at 31 December 2015 was USD 677.2 million.

For information about financial instruments by category, see note 25   Financial instruments: fair value measurement and sensitivity analysis of market risk .

 

14 Inventories

 

 

At 31 December

(in USD million)

2016

2015

 

 

 

Crude oil

1,966

1,210

Petroleum products

744

580

Natural gas

160

294

Other

358

419

 

 

 

Inventories

3,227

2,502

 

Higher inventory level of crude oil at 31 December is mainly related to higher prices and in-transit volumes. Other inventory consists of spare parts and operational materials, including drilling and well equipment.

 

The write-down of inventories from cost to net realisable value amounted to an expense of USD 74 million and USD 439 million in 2016 and 2015, respectively.

 

Statoil, Annual Report on Form 20-F 2016      163  


 

15 Trade and other receivables

 

 

At 31 December

(in USD million)

2016

2015

 

 

 

Trade receivables

5,504

4,464

Current financial receivables

862

736

Joint venture receivables

592

574

Equity accounted investments and other related party receivables

116

60

 

 

 

Total financial trade and other receivables

7,074

5,834

Non-financial trade and other receivables

765

837

 

 

 

Trade and other receivables

7,839

6,671

 

For more information about the credit quality of Statoil's counterparties, see note 5 Financial risk management. For currency sensitivities, see note 25 Financial instruments: fair value measurement and sensitivity analysis of market risk.

 

16 Cash and cash equivalents

 

 

At 31 December

(in USD million)

2016

2015

 

 

 

Cash at bank available

596

1,047

Time deposits

1,660

1,494

Money market funds

65

450

Interest bearing securities

2,234

5,091

Restricted cash, including margin deposits

535

540

 

 

 

Cash and cash equivalents

5,090

8,623

 

Restricted cash at 31 December 2016 and 2015 includes collateral deposits related to trading activities of USD 398 million and USD 411 million, respectively. Collateral deposits are related to certain requirements set out by exchanges where Statoil is participating. The terms and conditions related to these requirements are determined by the respective exchanges.

 

17 Shareholders' equity and dividends

 

At 31 December 2016, Statoil's share capital of NOK 8,112,623,527.50 (USD 1,155,993,270) comprised 3,245,049,411 shares at a nominal value of NOK 2.50. Share capital at 31 December 2015 was NOK 7,971,617,757.50 (USD 1,138,981,520) comprised 3,188,647,103 shares at a nominal value of NOK 2.50.

Statoil ASA has only one class of shares and all shares have voting rights. The holders of shares are entitled to receive dividends as and when declared and are entitled to one vote per share at general meetings of the company.

Dividends declared per share were USD 0.2201 for the first three quarters of 2016. The board of directors will propose to the annual general meeting to maintain a dividend of USD 0.2201 per ordinary share for the fourth quarter, and continue the scrip programme giving shareholders the option to receive the dividend for the fourth quarter in cash or newly issued shares in Statoil at 5% discount.

 

As part of Statoil's scrip dividend program, approved by Statoil’s general assembly in May 2016, eligible shareholders can elect to receive their dividend in the form of new ordinary Statoil shares or in cash. For ADR (American Depository Receipts) holders, dividend can be received in the form of ADSs (American Depository Shares) or in cash. The subscription price for the dividend shares will have a discount compared to the volume-weighted average price on OSE of the last two trading days of the subscription period for each quarter. For the fourth quarter of 2015 and for the first, second and third quarter of 2016 the discount has been set at 5%.

 

During 2016 dividend for the third and for the fourth quarter of 2015 and dividend for the first and second quarter of 2016 were settled. Dividend declared but not yet settled, is presented as dividends payable in the Consolidated balance sheet, regardless of whether the dividend is expected to be paid in cash or by issuance of new shares. The Consolidated statement of changes in equity shows declared dividend in the period (retained earnings), offset by

164     Statoil, Annual Report on Form 20-F 2016       


 

scrip dividend settled during the period (share capital and additional paid-in-capital). Dividend declared in 2016 relate to the fourth quarter of 2015 and to the first three quarters of 2016.

 

 

At 31 December

(in USD million)

2016

2015

 

 

 

Dividends declared

2,824

2,930

US dollar per share or ADS

0.8804

0.9173 1)

 

 

 

Dividends paid in cash

1,876

2,836

US dollar per share or ADS

0.8804

0.9034

Norwegian kroner per share

7.3364

7.2000

 

 

 

Scrip dividends

904

-

Number of shares issued (millions)

56.4

-

 

 

 

Sum dividends settled

2,780

2,836

 

1) Dividend for the fourth quarter 2014 and for the first quarter 2015 declared in NOK and translated to USD at currency rate on declaration date.

 

During 2016 a total of 4,011,860   treasury shares were purchased for USD 62 million and 3,882,153 treasury shares were allocated to employees participating in the share saving plan. In 2015 a total of 4,057,902 treasury shares were purchased for USD 69 million and 3,203,968 treasury shares were allocated to employees participating in the share saving plan. At 31 December 2016 Statoil had 11,138,890   treasury shares and at 31 December 2015 11,009,183 treasury shares, all of which are related to Statoil's share saving plan. For further information, see note 6 Remuneration.

  

 

18 Finance debt

 

Capital management

The main objectives of Statoil's capital management policy are to maintain a strong financial position and to ensure sufficient financial flexibility. One of the key ratios in the assessment of Statoil's financial robustness is net interest-bearing debt adjusted (ND) to capital employed adjusted (CE).

 

 

At 31 December

(in USD million)

2016

2015

 

 

 

Net interest-bearing debt adjusted (ND)

19,389

14,748

Capital employed adjusted (CE)

54,490

55,055

 

 

 

Net debt to capital employed adjusted (ND/CE)

35.6%

26.8%

 

ND is defined as Statoil's interest bearing financial liabilities less cash and cash equivalents and current financial investments, adjusted for collateral deposits and balances held by Statoil's captive insurance company (amounting to USD 1,216 million and USD 1,111 million for 2016 and 2015, respectively) and balances related to the SDFI (amounting to USD 199 million and USD 214 million for 2016 and 2015, respectively) CE is defined as Statoil's total equity (including non-controlling interests) and ND.

Statoil, Annual Report on Form 20-F 2016      165  


 

Non-current finance debt

Finance debt measured at amortised cost

 

Weighted average interest rates in % 1)

Carrying amount in USD millions at 31 December

Fair value in USD millions at 31 December 2)

 

2016

2015

2016

2015

2016

2015

 

 

 

 

 

 

 

Unsecured bonds

 

 

 

 

 

 

United States Dollar (USD)

3.54

3.51

19,712

20,768

20,681

21,630

Euro (EUR)

2.10

2.28

8,211

7,201

8,884

7,495

Great Britain Pound (GBP)

6.08

6.08

1,693

2,040

2,475

2,698

Norwegian kroner (NOK)

4.18

4.18

348

341

386

378

 

 

 

 

 

 

 

Total

 

 

29,964

30,350

32,427

32,201

 

 

 

 

 

 

 

Unsecured loans

 

 

 

 

 

 

Japanese yen (JPY)

4.30

4.30

85

83

88

89

 

 

 

 

 

 

 

Secured bank loans

 

 

 

 

 

 

Norwegian kroner (NOK)

-

3.11

-

52

-

52

 

 

 

 

 

 

 

Finance lease liabilities

 

 

507

580

526

575

 

 

 

 

 

 

 

Total

 

 

592

715

614

716

 

 

 

 

 

 

 

Total finance debt

 

 

30,556

31,065

33,041

32,918

Less current portion

 

 

2,557

1,100

2,584

1,100

 

 

 

 

 

 

 

Non-current finance debt

 

 

27,999

29,965

30,457

31,818

 

1)        Weighted average interest rates are calculated based on the contractual rates on the loans per currency at 31 December and do not include the effect of swap agreements.

2)        The fair value of the non-current financial liabilities is determined using a discounted cash flow model and is classified at level 2 in the fair value hierarchy. Interest rates used in the model are derived from the LIBOR and EURIBOR forward curves and will vary based on the time to maturity for the non-current financial liabilities. The credit premium used is based on indicative pricing from external financial institutions.

 

Unsecured bonds amounting to USD 19,712 million are denominated in USD and unsecured bonds amounting to USD 7,420 million are swapped into USD. Four bonds denominated in EUR amounting to USD 2,832 million are not swapped. The table does not include the effects of agreements entered into to swap the various currencies into USD. For further information see note 25 Financial instruments: fair value measurement and sensitivity analysis of market risk.

Substantially all unsecured bond and unsecured bank loan agreements contain provisions restricting future pledging of assets to secure borrowings without granting a similar secured status to the existing bondholders and lenders.

 

In 2016 Statoil issued the following bonds:

Issuance date

Amount in EUR billion

Interest rate in %

Maturity date

 

 

 

 

9 November 2016

0.60

0.750

November 2026

9 November 2016

0.60

1.625

November 2036

 

 

 

 

 

Out of Statoil's total outstanding unsecured bond portfolio, 47 bond agreements contain provisions allowing Statoil to call the debt prior to its final redemption at par or at certain specified premiums if there are changes to the Norwegian tax laws. The carrying amount of these agreements is USD 29,616 million at the 31 December 2016 closing exchange rate.

For more information about the revolving credit facility, maturity profile for undiscounted cash flows and interest rate risk management, see note 5 Financial risk management.

 

166     Statoil, Annual Report on Form 20-F 2016       


 

Non-current finance debt maturity profile

 

At 31 December

(in USD million)

2016

2015

 

 

 

Year 2 and 3

6,478

6,234

Year 4 and 5

3,798

4,881

After 5 years

17,723

18,850

 

 

 

Total repayment of non-current finance debt

27,999

29,965

 

 

 

Weighted average maturity (years)

9

9

Weighted average annual interest rate (%)

3.41

3.39


More information regarding finance lease liabilities is provided in note 22 Leases.

 

Current finance debt

 

At 31 December

(in USD million)

2016

2015

 

 

 

Collateral liabilities

571

1,161

Non-current finance debt due within one year

2,557

1,100

Other including bank overdraft

545

66

 

 

 

Total current finance debt

3,674

2,326

 

 

 

Weighted average interest rate (%)

1.61

1.90

 

Collateral liabilities and other current liabilities relate mainly to cash received as security for a portion of Statoil's credit exposure and outstanding amounts on US Commercial paper (CP) programme. At 31 December USD 500 million were issued on the CP programme. Corresponding at 31 December 2015 there were no outstanding amounts.

 

19 Pensions

 

The main pension plans for Statoil ASA and its most significant subsidiaries are defined contribution plans, in which the pension costs are recognised in the Consolidated statement of income in line with payments of annual pension premiums. The pension contribution plans in Statoil ASA also includes certain unfunded elements (notional contribution plans), for which the annual notional contributions are recognised as pension liabilities. These notional pension liabilities are regulated equal to the return on asset within the main contribution plan. See note 2 Significant accounting policies for more information about the accounting treatment of the notional contribution plans reported in Statoil ASA.

 

In addition, Statoil ASA has a closed defined benefit plan for employees which in 2015 had less than 15 years of future service before their regular retirement age, and for employees in certain subsidiaries. Statoil's defined benefit plans are generally based on a minimum of 30 years of service and 66% of the final salary level, including an assumed benefit from the Norwegian National Insurance Scheme. The Norwegian companies in the group are subject to, and complies with, the requirements of the Norwegian Mandatory Company Pensions Act.

The defined benefit plans in Norway are managed and financed through Statoil Pensjon (Statoil's pension fund - hereafter "Statoil Pension"). Statoil Pension is an independent pension fund that covers the employees in Statoil's Norwegian companies. The pension fund's assets are kept separate from the company's and group companies' assets. Statoil Pension is supervised by the Financial Supervisory Authority of Norway ("Finanstilsynet") and is licensed to operate as a pension fund.

Statoil is a member of a Norwegian national agreement-based early retirement plan (“AFP”), and the premium is calculated on the basis of the employees' income between 1 and 7.1 G. The premium is payable for all employees until age 62. Pension from the AFP scheme will be paid from the AFP plan administrator to employees for their full lifetime. Statoil has determined that its obligations under this multi-employer defined benefit plan can be estimated with sufficient reliability for recognition purposes. Accordingly, the estimated proportionate share of the AFP plan is recognised as a defined benefit obligation.

The present values of the defined benefit obligation, except for the notional contribution plan, and the related current service cost and past service cost are measured using the projected unit credit method. The assumptions for salary increases, increases in pension payments and social security base amount are based on agreed regulation in the plans, historical observations, future expectations of the assumptions and the relationship between these assumptions. At 31 December 2016 the discount rate for the defined benefit plans in Norway was established on the basis of seven years' mortgage covered bonds interest

Statoil, Annual Report on Form 20-F 2016      167  


 

rate extrapolated on a yield curve which matches the duration of Statoil's payment portfolio for earned benefits , which was calculated to be 17.4 years at the end of 2016. Social security tax is calculated based on a pension plan's net funded status and is included in the defined benefit obligation.

Statoil has more than one defined benefit plan, but the disclosure is made in total since the plans are not subject to materially different risks. Pension plans outside Norway are not material and as such not disclosed separately. The pension costs in Statoil ASA are partly re-charged to license partners.

 

Net pension cost

 

 

(in USD million)

2016

2015

2014

 

 

 

 

Current service cost

238

378

751

Interest cost

192

191

496

Interest (income) on plan asset

(148)

(145)

(409)

Past service cost

2

-

(1)

Losses (gains) from curtailment, settlement or plan amendment

109

250

(298)

Actuarial (gains) losses related to termination benefits

59

(1)

(27)

Notional contributions

50

36

-

 

 

 

 

Defined benefit plans

503

709

512

 

 

 

 

 

 

 

 

Defined contribution plans

148

135

32

 

 

 

 

Total net pension cost

650

844

544

 

New entrants for the early retirement plans have been included as a settlement cost. The total impact in 2016 was USD 123 million and USD 173 million in 2015.

168     Statoil, Annual Report on Form 20-F 2016       


 

(in USD million)

2016

2015

 

 

 

Defined benefit obligations (DBO)

 

 

Defined benefit obligations at 1 January

6,822

8,745

Current service cost

239

378

Interest cost

192

191

Actuarial (gains) losses - Financial assumptions

879

(703)

Actuarial (gains) losses - Experience

(282)

(369)

Benefits paid

(235)

(233)

Losses (gains) from curtailment, settlement or plan amendment 1)

171

253

Paid-up policies

(131)

(143)

Foreign currency translation

87

(1,332)

Changes in notional contribution liability

50

34

 

 

 

Defined benefit obligations at 31 December

7,791

6,822

 

 

 

Fair value of plan assets

 

 

Fair value of plan assets at 1 January

5,127

6,066

Interest income

148

145

Return on plan assets (excluding interest income)

76

69

Company contributions

22

35

Benefits paid

(80)

(70)

Paid-up policies and personal insurance

(92)

(208)

Foreign currency translation

50

(911)

 

 

 

Fair value of plan assets at 31 December

5,250

5,127

 

 

 

Net pension liability at 31 December

(2,541)

(1,695)

 

 

 

Represented by:

 

 

Asset recognised as non-current pension assets (funded plan)

839

1,284

Liability recognised as non-current pension liabilities (unfunded plans)

(3,380)

(2,979)

 

 

 

DBO specified by funded and unfunded pension plans

7,791

6,822

 

 

 

Funded

4,423

3,849

Unfunded

3,368

2,974

 

 

 

Actual return on assets

131

207

 

The actuarial losses from changes in financial assumptions mainly relate to increased pension liabilities due to reduced interest rates and a higher expected rate of pension increase. For 2015 Statoil recognised a gain from an opposite movement of these assumptions.

 

Actuarial losses and gains recognised directly in Other comprehensive income (OCI)

 

 

 

 

 

(in USD million)

2016

2015

2014

 

 

 

 

Net actuarial (losses) gains recognised in OCI during the year

(482)

1,139

24

Actuarial (losses) gains related to currency effects on net obligation and foreign exchange translation

(21)

460

611

Tax effects of actuarial (losses) gains recognised in OCI

129

(461)

(56)

 

 

 

 

Recognised directly in OCI during the year net of tax

(374)

1,138

580

 

 

 

 

Cumulative actuarial (losses) gains recognised directly in OCI net of tax

(1,188)

(814)

(1,952)

 

  

Statoil, Annual Report on Form 20-F 2016      169  


 

 

Actuarial assumptions

 

Assumptions used to determine benefit costs in %

Assumptions used to determine benefit obligations in %

 

 

 

 

2016

2015

2016

2015

 

 

 

 

 

Discount rate

2.75

2.50

2.50

2.75

Rate of compensation increase

2.25

2.25

2.25

2.25

Expected rate of pension increase

1.00

1.50

1.75

1.00

Expected increase of social security base amount (G-amount)

2.25

2.25

2.25

2.25

 

 

 

 

 

Weighted-average duration of the defined benefit obligation

 

 

17.4

17.1

 

The assumptions presented are for the Norwegian companies in Statoil which are members of Statoil's pension fund. The defined benefit plans of other subsidiaries are immaterial to the consolidated pension assets and liabilities.

Expected attrition at 31 December 2016 and 2015 was 0.4% and 0.1% for employees between 50-59 years and 60-67 years, respectively.

For population in Norway, the mortality table K2013, issued by The Financial Supervisory Authority of Norway, is used as the best mortality estimate.

Disability tables for plans in Norway developed by the actuary were implemented in 2013 and represent the best estimate to use for plans in Norway.

Sensitivity analysis

The table below presents an estimate of the potential effects of changes in the key assumptions for the defined benefit plans. The following estimates are based on facts and circumstances as of 31 December 2016.

 

 

Discount rate

Expected rate of compensation increase

Expected rate of pension increase

Mortality assumption

(in USD million)

0.50%

-0.50%

0.50%

-0.50%

0.50%

-0.50%

+ 1 year

- 1 year

 

 

 

 

 

 

 

 

 

Changes in:

 

 

 

 

 

 

 

 

Defined benefit obligation at 31 December 2016

(605)

689

129

(121)

599

(542)

371

(384)

Service cost 2017

(24)

28

6

(6)

24

(22)

9

(10)

 

The sensitivity of the financial results to each of the key assumptions has been estimated based on the assumption that all other factors would remain unchanged. The estimated effects on the financial result would differ from those that would actually appear in the Consolidated financial statements because the Consolidated financial statements would also reflect the relationship between these assumptions.

 

 

170     Statoil, Annual Report on Form 20-F 2016       


 

Pension assets

The plan assets related to the defined benefit plans were measured at fair value. Statoil Pension invests in both financial assets and real estate.

Real estate properties owned by Statoil Pension amounted to USD 402 million and USD 386 million of total pension assets at 31 December 2016 and 2015, respectively, and are rented to Statoil companies.

The table below presents the portfolio weighting as approved by the board of Statoil Pension for 2016. The portfolio weight during a year will depend on the risk capacity.

 

Pension assets on investments classes

Target portfolio weight

(in %)

2016

2015

 

 

 

 

Equity securities

39.0

38.3

31 - 43

Bonds

41.1

40.3

36 - 48

Money market instruments

13.9

14.9

0 - 29

Real estate

5.4

5.0

 5 - 10

Other assets

0.6

1.5

 

 

 

 

 

Total

100.0

100.0

 

 

In 2016 98% of the equity securities, 30% of bonds and 71% of money market instruments had quoted market prices in an active market (level 1). In 2015 100% of the equity securities, 38% of bonds and 100% of money market instruments had quoted market prices in an active market. For definition of the various levels, see note 25 Financial instruments: fair value measurement and sensitivity analysis of market risk .

No company contribution is expected to be paid to Statoil Pension in 2017.

 

20 Provisions

 

(in USD million)

Asset retirement obligations

Claims and litigations

Other

provisions

Total

 

 

 

 

 

Non-current portion at 31 December 2015

10,632

1,116

675

12,422

Long term interest bearing provisions at 31 December 2015 reported as finance debt

-

-

27

27

Current portion at 31 December 2015 reported as trade and other payables

150

1,009

388

1,547

 

 

 

 

 

Provisions at 31 December 2015

10,782

2,124

1,090

13,997

 

 

 

 

 

New or increased provisions

660

256

2,046

2,962

Decrease in the estimates

(1,168)

(21)

(583)

(1,772)

Amounts charged against provisions

(221)

(3)

(195)

(420)

Effects of change in the discount rate

426

-

28

455

Reduction due to divestments

(41)

-

(0)

(41)

Accretion expenses

398

-

-

398

Reclassification and transfer

(44)

-

(0)

(45)

Currency translation

107

(0)

24

131

 

 

 

 

 

Provisions at 31 December 2016

10,899

2,356

2,409

15,664

 

 

 

 

 

Current portion at 31 December 2016 reported as trade and other payables

188

1,147

922

2,258

Non-current portion at 31 December 2016

10,711

1,209

1,487

13,406

Statoil, Annual Report on Form 20-F 2016      171  


 

Expected timing of cash outflows

(in USD million)

Asset retirement obligations

Other

provisions, including claims and litigations

Total

 

 

 

 

2017 - 2021

1,233

4,340

5,574

2022 - 2026

1,849

78

1,927

2027 - 2031

1,760

27

1,788

2032 - 2036

3,306

21

3,328

Thereafter

2,751

298

3,048

 

 

 

 

At 31 December 2016

10,899

4,765

15,664

 

The claims and litigations category mainly relates to expected payments on unresolved claims. The timing and amounts of potential settlements in respect of these are uncertain and dependent on various factors that are outside management's control.

See also comments on provisions in note 23 Other commitments, contingent liabilities and contingent assets .

The other provisions category relates to expected payments on onerous contracts, cancellation fees and other. In 2016 Statoil recognised a provision amounting to USD 1 billion of which USD 0.3 billion is current portion for a contingent consideration related to the BM-S-8 acquisition in Brazil. For further information, see note 4 Acquisitions and dispositions.

For further information of methods applied and estimates required, see note 2 Significant accounting policies

 

21 Trade, other payables and provisions

 

 

At 31 December

(in USD million)

2016

2015

 

 

 

Trade payables

2,358

2,052

Non-trade payables and accrued expenses

1,623

2,323

Joint venture payables

2,632

2,590

Equity accounted investments and other related party payables

620

622

 

 

 

Total financial trade and other payables

7,233

7,587

Current portion of provisions and other non-financial payables

2,433

1,746

 

 

 

Trade, other payables and provisions

9,666

9,333

 

Included in current portion of provisions and other non-financial payables are certain provisions that are further described in note 20 Provisions and in note 23 Other commitments, contingent liabilities and contingent assets. For information regarding currency sensitivities, see note 25 Financial instruments: fair value measurement and sensitivity analysis of market risk. For further information on payables to equity accounted investments and other related parties, see note 24 Related parties.

 

172     Statoil, Annual Report on Form 20-F 2016       


 

22 Leases

 

Statoil leases certain assets, notably drilling rigs, vessels and office buildings.

In 2016, net rental expenditures were USD 2,569 million (USD 3,439 million in 2015 and USD 3,637 million in 2014) consisting of minimum lease payments of USD 3,113 million (USD 4,046 million in 2015 and USD 4,505 million in 2014) reduced with sublease payments received of USD 558 million (USD 608 million in 2015 and USD 870 million in 2014). Net rental expenditures in 2016 include rig cancellation payments of USD 115 million. No material contingent rent payments have been expensed in 2016, 2015 or 2014.

The information in the table below shows future minimum lease payments due and receivable under non-cancellable operating leases at 31 December 2016:

 

 

Operating leases

(in USD million)

Rigs

Vessels

Land and buildings

Other

Total

Sublease

Net total

 

 

 

 

 

 

 

 

2017

1,099

592

143

158

1,993

(135)

1,857

2018

807

462

132

114

1,514

(100)

1,414

2019

624

336

126

94

1,179

(99)

1,080

2020

459

281

124

70

934

(97)

837

2021

324

223

123

52

723

(66)

657

2022-2026

572

396

591

91

1,650

(76)

1,574

2027-2031

-

105

408

29

542

-

542

Thereafter

-

-

100

15

114

-

114

 

 

 

 

 

 

 

 

Total future minimum lease payments

3,885

2,395

1,746

624

8,649

(573)

8,076

 

Statoil had certain operating lease contracts for drilling rigs at 31 December 2016. The remaining significant contracts' terms range from one month to eight years. Rig lease agreements are for the most part based on fixed day rates. Certain rigs have been subleased in whole or for part of the lease term mainly to Statoil operated licenses on the Norwegian continental shelf. These leases are shown gross as operating leases in the table above.

Statoil has a long-term time charter agreement with Teekay for offshore loading and transportation in the North Sea. The contract covers the lifetime of applicable producing fields and at year end 2016 includes three crude tankers. The contract's estimated nominal amount was approximately USD 650 million at year end 2016, and it is included in the category vessels in the table above.

The category land and buildings includes future minimum lease payments to related parties of USD 474 million regarding the lease of one office building located in Bergen and owned by Statoil`s pension fund (“Statoil Pension”). These operating lease commitments extend to the year 2034. USD 367 million of the total is payable after 2020. 

Statoil had finance lease liabilities of USD 507 million at 31 December 2016. The nominal minimum lease payments related to these finance leases amount to USD 667 million. Property, plant and equipment   includes USD 484 million for finance leases that have been capitalised at year end (USD 768 million in 2015), mainly presented in the category machinery, equipment and transportation equipment, including vessels in note 11 Property, plant and equipment.

 

Certain contracts contain renewal options. The execution of such options will depend on future market development and business needs at the time when such options are to be exercised.

 

23 Other commitments, contingent liabilities and contingent assets

 

Contractual commitments

Statoil had contractual commitments of USD 6,889 million at 31 December 2016. The contractual commitments reflect Statoil's share and mainly comprise construction and acquisition of property, plant and equipment as well as commit <R> t </R> ed investments in equity accounted entities.

As a condition for being awarded oil and gas exploration and production licenses, participants may be committed to drill a certain number of wells. At the end of 2016, Statoil was committed to participate in 42 wells, with an average ownership interest of approximately 39%. Statoil's share of estimated expenditures to drill these wells amounts to USD 777 million. Additional wells that Statoil may become committed to participating in depending on future discoveries in certain licenses are not included in these numbers.

 

 

Statoil, Annual Report on Form 20-F 2016      173  


 

Other long-term commitments

Statoil has entered into various long-term agreements for pipeline transportation as well as terminal use, processing, storage and entry/exit capacity commitments and commitments related to specific purchase agreements. The agreements ensure the rights to the capacity or volumes in question, but also impose on Statoil the obligation to pay for the agreed-upon service or commodity, irrespective of actual use. The contracts' terms vary, with durations of up to 30 years.

Take-or-pay contracts for the purchase of commodity quantities are only included in the table below if their contractually agreed pricing is of a nature that will or may deviate from the obtainable market prices for the commodity at the time of delivery.

Obligations payable by Statoil to entities accounted for using the equity method are included gross in the table below. For assets (for example pipelines) that Statoil accounts for by recognising its share of assets, liabilities, income and expenses (capacity costs) on a line-by-line basis in the Consolidated financial statements, the amounts in the table include the net commitment payable by Statoil (i.e. gross commitment less Statoil's ownership share).

Nominal minimum other long-term commitments at 31 December 2016:

 

(in USD million)

 

 

 

2017

1,483

2018

1,395

2019

1,262

2020

1,179

2021

1,021

Thereafter

5,513

 

 

Total

11,853

 

Long term commitments related to contracts in the process of being terminated, and for which the termination fee has been provided for in the accounts, are not included in the above table.

 

Guarantees

Statoil has guaranteed for its proportionate portion of an associate’s long term bank debt, amounting to USD 160 million. The book value of the guarantee is immaterial.

 

Contingent liabilities and contingent assets

During the annual audits of Statoil's participation in Block 4, Block 15, Block 17 and Block 31 offshore Angola, the Angolan Ministry of Finance has assessed additional profit oil and taxes due on the basis of activities that currently include the years 2002 up to and including 2014. Statoil disputes the assessments and is pursuing these matters in accordance with relevant Angolan legal and administrative procedures. On the basis of the assessments and continued activity on the four blocks up to and including 2016, the exposure for Statoil at year end 2016 is estimated to USD 1,808 million, the most significant part of which relates to profit oil elements. Statoil has provided in the Consolidated financial statements for its best estimate related to the assessments, reflected in the Consolidated statement of income mainly as a revenue reduction, with additional amounts reflected as interest expenses and tax expenses, respectively.

Through its ownership in OML 128 in Nigeria, Statoil is party to an ownership interest redetermination process for the Agbami field. In October 2015, Statoil received the Expert’s final ruling which implies a reduction of 5.17 percentage points in Statoil’s equity interest in the field. Statoil had previously initiated arbitration proceedings to set aside interim decisions made by the Expert, but this was declined by the arbitration tribunal in its November 2015 judgment. Statoil has initiated proceedings before the Federal High Court in Lagos to set aside the arbitration award. In October 2016 Statoil also initiated a new arbitration to set aside the Expert’s final ruling. Currently Statoil has two distinct, but connected, legal processes ongoing related to the Agbami redetermination. As of 31 December 2016, Statoil has recognised a provision of USD 1,104 million net of tax, which reflects a reduction of 5.17 percentage points in Statoil’s equity interest in the Agbami field. The provision is reflected within Provisions in the Consolidated balance sheet.

Some long term gas sales agreements contain price review clauses. Certain counterparties have requested arbitration in connection with price review claims. The related exposure for Statoil has been estimated to an amount equivalent to approximately USD 374 million for gas delivered prior to year end 2016. Statoil has provided for its best estimate related to these contractual gas price disputes in the Consolidated financial statements, with the impact to the Consolidated statement of income reflected as revenue adjustments.  

There is a dispute between the Nigerian National Petroleum Corporation (NNPC) and the partners (Contractor) in Oil Mining Lease (OML) 128 of the unitised Agbami field concerning interpretation of the terms of the OML 128 Production Sharing Contract (PSC). The dispute relates to the allocation between NNPC and Contractor of cost oil, tax oil and profit oil volumes. The Contractor initiated arbitration in the matter in accordance with the terms of the PSC. In 2015 the Arbitral Tribunal ruled in favour of Contractor’s interpretation of the PSC on the main points. The Contractor is currently proceeding to enforce the favourable decision by the means available in the Nigerian legal system, while NNPC on its hand has initiated litigation concerning certain objections to the arbitration award. The Nigerian Federal Inland Revenue Service is also contesting the legality of the arbitration process as far as resolving tax related disputes goes, and in March 2017 the arbitration award was set aside by the Nigerian Federal High Court (FHC) based on the dispute having a tax nature and therefore being non-arbitrable. The Contractor will challenge this ruling in the Court of Appeal. The FHC’s ruling will not impact Statoil’s

174     Statoil, Annual Report on Form 20-F 2016       


 

2016 financial statements, as Statoil’s stake in the dispute at year end mainly relates to oil volumes previously lifted by NNPC contrary to the PSC terms. NNPC has continued overlifting contrary to the arbitration award. 

 

Brazilian tax authorities have issued an updated tax assessment for 2011 for Statoil’s Brazilian subsidiary which was party to Statoil’s divestment of 40% of the Peregrino field to Sinochem at that time. The assessment disputes Statoil’s allocation of the sale proceeds between entities and assets involved, resulting in a significantly higher assessed taxable gain and related taxes payable in Brazil. Statoil disagrees with the assessment, and has provided an initial response to this effect. The process of formal communication with the Brazilian tax authorities, as well as any subsequent litigation that may become necessary, may take several years. No taxes will become payable until the matter has been finally settled. Statoil is of the view that all applicable tax regulations have been applied in the case and that the group has a strong position. No amounts have consequently been provided for in the accounts.

 

On 26 September 2016, the Norwegian Ministry of Finance (MoF) denied Statoil’s appeal related to a 2014 order from the Financial Supervisory Authority of Norway to change the timing of a Cove Point related onerous contract provision to a financial period prior to the first quarter of 2013, in which Statoil originally reflected the provision. Statoil has decided not to pursue the matter further, as it does not impact any comparative financial periods presented in the annual Consolidated financial statements of 2016. Further reference is made to Note 23 Other commitments, contingent liabilities and contingent assets of Statoil’s 2015 Financial Statements.

 

On 6 July 2016, the Norwegian tax authorities issued a deviation notice for the years 2012 to 2014 related to the internal pricing on certain transactions between Statoil Coordination Centre (SCC) in Belgium and Norwegian entities in the Statoil group. The main issue relates to SCC`s capital structure and its compliance with the arm’s length principle. Statoil is of the view that arm’s length pricing has been applied in these cases and that the group has a strong position, and no amounts have consequently been provided for in the accounts.

 

During the normal course of its business, Statoil is involved in legal proceedings, and several other unresolved claims are currently outstanding. The ultimate liability or asset, in respect of such litigation and claims cannot be determined at this time. Statoil has provided in its Consolidated financial statements for probable liabilities related to litigation and claims based on its best estimate. Statoil does not expect that its financial position, results of operations or cash flows will be materially affected by the resolution of these legal proceedings. Statoil is actively pursuing the above disputes through the contractual and legal means available in each case, but the timing of the ultimate resolutions and related cash flows, if any, cannot at present be determined with sufficient reliability.

 

Provisions related to claims are reflected within note 20 Provisions .

 

24 Related parties

 

Transactions with the Norwegian State

The Norwegian State is the majority shareholder of Statoil and also holds major investments in other Norwegian companies. As of 31 December 2016 the Norwegian State had an ownership interest in Statoil of 67.0% (excluding Folketrygdfondet, the Norwegian national insurance fund, of 3.2%). This ownership structure means that Statoil participates in transactions with many parties that are under a common ownership structure and therefore meet the definition of a related party. All transactions are considered to be on an arm's length basis.

Total purchases of oil and natural gas liquids from the Norwegian State amounted to USD 5,848 million, USD 7,431 million and USD 13,718 million in 2016, 2015 and 2014, respectively. Total purchases of natural gas regarding the Tjeldbergodden methanol plant from the Norwegian State amounted to USD 44 million, USD 68 million and USD 73 million in 2016, 2015 and 2014, respectively. These purchases of oil and natural gas are recorded in Statoil ASA. In addition, Statoil ASA sells in its own name, but for the Norwegian State’s account and risk, the Norwegian State’s gas production. These transactions are presented net. For further information please see note 2 Significant accounting policies . The most significant items included in the line item equity accounted investments and other related party payables in note 21 Trade and other payables , are amounts payable to the Norwegian State for these purchases.

Other transactions

In relation to its ordinary business operations Statoil enters into contracts such as pipeline transport, gas storage and processing of petroleum products, with companies in which Statoil has ownership interests. Such transactions are carried out on an arm's length basis and are included within the applicable captions in the Consolidated statement of income. Gassled and certain other infrastructure assets are operated by Gassco AS, which is an entity under common control by the Norwegian Ministry of Petroleum and Energy. Gassco’s activities are performed on behalf of and for the risk and reward of pipeline and terminal owners, and capacity payments flow through Gassco to the respective owners. Statoil payments that flowed through Gassco in this respect amounted to USD 1,167 million, USD 1,105 million and USD 1,476 million in 2016, 2015 and 2014, respectively. These payments are recorded in Statoil ASA. In addition, Statoil ASA process in its own name, but for the Norwegian State’s account and risk, the Norwegian State’s share of the Gassco costs. These transactions are presented net.

On 30 June 2016, Statoil increased its ownership interest in Lundin Petroleum AB (Lundin) to 20.1% of the outstanding shares and votes. Since 30 June, total purchase of oil and related products from Lundin amounted to USD 155 million. The purchase of oil and related products is recorded in Statoil ASA. For more information concerning the Lundin acquisition, see note 4 Acquisitions and disposals .

For information concerning certain lease arrangements with Statoil Pension, see note 22 Leases .

Statoil, Annual Report on Form 20-F 2016      175  


 

Related party transactions with management are presented in note 6 Remuneration .   Management remuneration for 2016 is presented in note 4 Remuneration   in the financial statements of the parent company, Statoil ASA.

 

25 Financial instruments : fair value measurement and sensitivity analysis of market risk

 

Financial instruments by category

The following tables present Statoil's classes of financial instruments and their carrying amounts by the categories as they are defined in IAS 39 Financial Instruments: Recognition and Measurement. All financial instruments' carrying amounts are measured at fair value or their carrying amounts reasonably approximate fair value except non-current financial liabilities.   See note 18 Finance   debt   for fair value information of non-current bonds, bank loans and finance lease liabilities.

See note 2 Significant accounting policies   for further information regarding measurement of fair values.

 

 

 

 

 

Fair value through profit or loss

 

 

(in USD million)

Note

Loans and receivables

Available for sale

Held for trading

Fair value option

Non-financial assets

Total carrying amount

 

 

 

 

 

 

 

 

At 31 December 2016

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Non-current derivative financial instruments

   

-

-

1,819

-

-

1,819

Non-current financial investments

13

-

207

-

2,137

-

2,344

Prepayments and financial receivables

13

707

-

-

-

185

893

 

 

 

 

 

 

 

 

Trade and other receivables

15

7,074

-

-

-

765

7,839

Current derivative financial instruments

   

-

-

492

-

-

492

Current financial investments

13

3,217

-

4,176

818

-

8,211

Cash and cash equivalents

16

2,791

-

2,299

-

-

5,090

 

 

 

 

 

 

 

 

Total

 

13,789

207

8,785

2,955

950

26,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value through profit or loss

 

 

(in USD million)

Note

Loans and receivables

Available for sale

Held for trading

Fair value option

Non-financial assets

Total carrying amount

 

 

 

 

 

 

 

 

At 31 December 2015

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Non-current derivative financial instruments

   

-

-

2,697

-

-

2,697

Non-current financial investments

13

-

209

-

2,127

-

2,336

Prepayments and financial receivables

13

655

-

-

-

313

967

 

 

 

 

 

 

 

 

Trade and other receivables

15

5,834

-

-

-

837

6,671

Current derivative financial instruments

   

-

-

542

-

-

542

Current financial investments

13

2,166

1

6,973

677

-

9,817

Cash and cash equivalents

16

3,081

-

5,541

-

-

8,623

 

 

 

 

 

 

 

 

Total

 

11,736

210

15,753

2,804

1,150

31,652

176     Statoil, Annual Report on Form 20-F 2016       


 

(in USD million)

Note

Amortised cost

Fair value through profit or loss

Non-financial liabilities

Total carrying amount

 

 

 

 

 

 

At 31 December 2016

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-current finance debt

18

27,999

-

-

27,999

Non-current derivative financial instruments

   

-

1,420

-

1,420

 

 

 

 

 

 

Trade and other payables

21

7,233

-

2,433

9,666

Current finance debt

18

3,674

-

-

3,674

Dividend payable

 

712

-

-

712

Current derivative financial instruments

   

-

508

-

508

 

 

 

 

 

 

Total

 

39,618

1,928

2,433

43,979

 

 

 

 

 

 

 

 

 

 

 

 

(in USD million)

Note

Amortised cost

Fair value through profit or loss

Non-financial liabilities

Total carrying amount

 

 

 

 

 

 

At 31 December 2015

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-current finance debt

18

29,965

-

-

29,965

Non-current derivative financial instruments

   

-

1,285

-

1,285

 

 

 

 

 

 

Trade and other payables

21

7,587

-

1,746

9,333

Current finance debt

18

2,326

-

-

2,326

Dividend payable

 

700

-

-

700

Current derivative financial instruments

   

-

264

-

264

 

 

 

 

 

 

Total

 

40,578

1,549

1,746

43,873

 

Fair value hierarchy

The following table summarises each class of financial instruments which are recognised in the Consolidated balance sheet at fair value, split by Statoil's basis for fair value measurement.

 

(in USD million)

Non-current financial investments

Non-current derivative financial instruments - assets

Current financial investments

Current derivative financial instruments - assets

Cash equivalents

Non-current derivative financial instruments - liabilities

Current derivative financial instruments - liabilities

Net fair value

 

 

 

 

 

 

 

 

 

At 31 December 2016

 

 

 

 

 

 

 

 

Level 1

1,095

-

516

-

-

-

-

1,611

Level 2

1,042

970

4,479

426

2,299

(1,414)

(503)

7,299

Level 3

207

848

-

66

-

(6)

(4)

1,110

 

 

 

 

 

 

 

 

 

Total fair value

2,344

1,819

4,994

492

2,299

(1,420)

(508)

10,019

 

 

 

 

 

 

 

 

 

At 31 December 2015

 

 

 

 

 

 

 

 

Level 1

1,194

-

542

-

-

-

-

1,737

Level 2

932

1,756

7,109

491

5,541

(1,226)

(264)

14,340

Level 3

209

941

-

50

-

(59)

-

1,141

 

 

 

 

 

 

 

 

 

Total fair value

2,336

2,697

7,651

542

5,541

(1,285)

(264)

17,218

 

Level 1, fair value based on prices quoted in an active market for identical assets or liabilities, includes financial instruments actively traded and for which the values recognised in the Consolidated balance sheet are determined based on observable prices on identical instruments. For Statoil this category will, in most cases, only be relevant for investments in listed equity securities and government bonds.

Statoil, Annual Report on Form 20-F 2016      177  


 

Level 2, fair value based on inputs other than quoted prices included within level 1, which are derived from observable market transactions, includes Statoil's non-standardised contracts for which fair values are determined on the basis of price inputs from observable market transactions. This will typically be when Statoil uses forward prices on crude oil, natural gas, interest rates and foreign exchange rates as inputs to the valuation models to determining the fair value of its derivative financial instruments.

Level 3, fair value based on unobservable inputs, includes financial instruments for which fair values are determined on the basis of input and assumptions that are not from observable market transactions. The fair values presented in this category are mainly based on internal assumptions. The internal assumptions are only used in the absence of quoted prices from an active market or other observable price inputs for the financial instruments subject to the valuation.

The fair value of certain earn-out agreements and embedded derivative contracts are determined by the use of valuation techniques with price inputs from observable market transactions as well as internally generated price assumptions and volume profiles. The discount rate used in the valuation is a risk-free rate based on the applicable currency and time horizon of the underlying cash flows adjusted for a credit premium to reflect either Statoil's credit premium, if the value is a liability, or an estimated counterparty credit premium if the value is an asset. In addition a risk premium for risk elements not adjusted for in the cash flow may be included when applicable. The fair values of these derivative financial instruments have been classified in their entirety in the third category within current derivative financial instruments and non-current derivative financial instruments. Another reasonable assumption, that could have been applied when determining the fair value of these contracts, would be to extrapolate the last observed forward prices with inflation. If Statoil had applied this assumption, the fair value of the contracts included would have decreased by approximately USD 97 million at end of 2016 and decreased by USD 526 million at end of 2015 and impacted the Consolidated statement of income with corresponding amounts.

The reconciliation of the changes in fair value during 2016 and 2015 for financial instruments classified in the third level in the hierarchy are presented in the following table.

 

(in USD million)

Non-current financial investments

Non-current derivative financial instruments - assets

Current derivative financial instruments - assets

Non-current derivative financial instruments liabilities

Current derivative financial instruments - liabilities

Total amount

 

 

 

 

 

 

 

Full year 2016

 

 

 

 

 

 

Opening balance

209

941

50

(59)

-

1,141

Total gains and losses recognised in statement of income

-

(98)

66

49

-

17

Purchases

2

-

-

-

-

2

Settlement

(5)

(17)

(53)

-

-

(75)

Transfer to current portion

-

(1)

1

4

(4)

-

Foreign currency translation differences

1

23

1

-

-

25

 

 

 

 

 

 

 

Closing balance

207

848

66

(6)

(4)

1,110

 

 

 

 

 

 

 

Full year 2015

 

 

 

 

 

 

Opening balance

189

1,707

87

-

-

1,983

Total gains and losses recognised in statement of income

(2)

(442)

54

(59)

-

(449)

Purchases

28

-

-

-

-

28

Settlement

-

(110)

(79)

-

-

(190)

Foreign currency translation differences

(5)

(214)

(11)

-

-

(231)

 

 

 

 

 

 

 

Closing balance

209

941

50

(59)

-

1,141

 

During 2016 the financial instruments within level 3 have had a net decrease in the fair value of USD 31 million.  The USD 44 million recognised in the Consolidated statement of income during 2016 are impacted by a reduction of USD 13 million related to changes in fair value of certain earn-out agreements. Related to the same earn-out agreements, USD 69 million included in the opening balance for 2016 has been fully realised as the underlying volumes have been delivered during 2016 and the amount is presented as settled in the above table.

 

Substantially all gains and losses recognised in the Consolidated statement of income during 2016 are related to assets held at the end of 2016.

 

Sensitivity analysis of market risk

 

Commodity price risk

The table below contains the commodity price risk sensitivities of Statoil's commodity based derivatives contracts. For further information related to the type of commodity risks and how Statoil manages these risks, see note 5 Financial risk management .

 

Statoil's assets and liabilities resulting from commodity based derivatives contracts consist of both exchange traded and non-exchange traded instruments, including embedded derivatives that have been bifurcated and recognised at fair value in the Consolidated balance sheet.

 

Price risk sensitivities at the end of 2016 and 2015 at 30% are assumed to represent a reasonably likely change based on the duration of the derivatives.

 

178     Statoil, Annual Report on Form 20-F 2016       


 

Since none of the derivative financial instruments included in the table below are part of hedging relationships, any changes in the fair value would be recognised in the Consolidated statement of income.

 

Commodity price sensitivity

2016

2015

(in USD million)

- 30%

+ 30%

- 30%

+ 30%

 

 

 

 

 

At 31 December

 

 

 

 

Crude oil and refined products net gains (losses)

395

(390)

110

(66)

Natural gas and electricity net gains (losses)

810

(809)

249

(248)

 

 

 

 

 

 

Currency risk

The following currency risk sensitivity has been calculated by assuming an 12% reasonably possible change in the main foreign exchange rates that Statoil is exposed to. At the end of 2015 a change of 11% in the foreign exchange rates were viewed as reasonably possible changes. An increase in the foreign exchange rates means that the transaction currency has strengthened in value. The estimated gains and the estimated losses following from a change in the foreign exchange rates would impact the Consolidated statement of income. For further information related to the currency risk and how Statoil manages these risks, see note 5 Financial risk management .

  

 

Currency risk sensitivity

2016

2015

(in million)

- 12%

+ 12%

- 11%

+ 11%

 

 

 

 

 

At 31 December

 

 

 

 

USD net gains (losses)

79

(79)

247

(247)

NOK net gains (losses)

31

(31)

(185)

185

 

 

 

 

 

 

Interest rate risk

The following interest rate risk sensitivity has been calculated by assuming a change of 0.8 percentage points as reasonably possible changes in the interest rates at the end of 2016. At the end of 2015 a change of 0.9 percentage points in the interest rates was viewed as reasonably possible changes. The estimated gains following from a decrease in the interest rates and the estimated losses following from an interest rate increase would impact the Consolidated statement of income. For further information related to the interest risks and how Statoil manages these risks, see note 5 Financial risk management.

  

 

Interest risk sensitivity

2016

2015

(in USD million)

 - 0.8 percentage points

+ 0.8 percentage points

 - 0.9 percentage points

+ 0.9 percentage points

 

 

 

 

 

At 31 December

 

 

 

 

Interest rate net gains (losses)

897

(897)

1,217

(1,217)

 

Statoil, Annual Report on Form 20-F 2016      179  


 

26 Change of presentation currency


On 1 January 2016 Statoil changed its presentation currency from Norwegian kroner (NOK) to US dollars (USD). The change was made mainly in order to better reflect the underlying USD exposure of Statoil’s business activities and to align with industry practice.

The change in presentation currency has been accounted for as a policy change, and comparative figures have been re-presented to USD, to reflect the change in presentation currency. There are no policy changes other than the change in presentation currency.

The different components of assets and liabilities in USD correspond to the amount published in NOK translated at the USD/NOK closing rate applicable at the end of each reporting period. The same relates to the equity as a whole. As such, the change in presentation currency will not impact the valuation of assets, liabilities, equity or any ratios between these components, such as debt to equity ratios. Income statements are translated at quarterly average rate.

All currency translation adjustments have been set to zero as of 1 January 2006, which was the date of Statoil’s transition to IFRS. Translation adjustments and cumulative translation adjustments have been presented as if Statoil had used USD as the presentation currency from that date.

The recalculation of currency translation adjustments in USD has an impact on the distribution of shareholders’ equity for comparable periods, between currency translation adjustments and other components of equity. Together with changes in net income arising from the change in presentation currency, these effects are presented as re-presentations in the table below.

 

EFFECT OF CHANGES IN REPORTED EQUITY

 

 

 

 

 

 

 

 

 

 

Historical Consolidated financial statements in NOK billion

Historical Consolidated financial statements in USD million 1)

Re-presentation in USD million

Consolidated financial statements in USD million

31 December 2015

 

 

 

 

 

Share capital

8.0

905

234

1,139

Additional paid-in capital

40.1

4,552

1,168

5,720

Retained earnings

215.1

24,417

14,276

38,693

Currency translation adjustments

91.6

10,398

(15,679)

(5,281)

Non-controlling interests

0.3

34

2

36

 

 

 

 

 

Total equity

355.1

40,307

0

40,307

 

 

 

 

 

1)    Translated at exchange rate USD/NOK 8,8090 as of 31 December 2015.

 

 

 

 

 

 

 

 

 

 

Historical Consolidated financial statements in NOK billion

Historical Consolidated financial statements in USD million 1)

Re-presentation in USD million

Consolidated financial statements in USD million

31 December 2014

 

 

 

 

 

Share capital

8.0

1,072

67

1,139

Additional paid-in capital

40.2

5,408

306

5,714

Retained earnings

268.4

36,097

9,580

45,677

Currency translation adjustments

64.3

8,650

(9,955)

(1,305)

Non-controlling interests

0.4

54

3

57

 

 

 

 

 

Total equity

381.2

51,282

0

51,282

 

 

 

 

 

1)    Translated at exchange rate USD/NOK 7,4332 as of 31 December 2014.

180     Statoil, Annual Report on Form 20-F 2016       


 

The Consolidated statement of income, Consolidated statement of other comprehensive income, Consolidated statement of changes in equity and Consolidated statement of cash flows have been re-presented to reflect the currency rates of transactions in foreign currencies at the date of the transactions.

Upon disposal of a foreign operation accumulated currency translation adjustments arising from currency movements between the Group’s presentation currency and the functional currency of the foreign operation are reclassified from equity to profit or loss and included as part of the gain or loss from the disposal, presented as other income. When changing the Group’s presentation currency from NOK to USD, the gains or losses from such disposals have been changed to reflect accumulated currency gains or losses being calculated based on USD being the presentation currency rather than NOK. These effects are presented as re-presentations in the table below, and represent the only re-measurements following the change in presentation currency to USD.

 

EFFECT OF CHANGES IN REPORTED NET INCOME

 

 

Historical Consolidated financial statements in NOK billion

Historical Consolidated financial statements in USD million 1)

Re-presentation in USD million

Consolidated financial statements in USD million

Net income

 

 

 

 

 

Full year 2015

(37)

(4,684)

(485)

(5,169)

 

 

 

 

 

Full year 2014

22

3,831

56

3,887

 

1)        Translated at average exchange rates for the quarters.

The disposal with most significant effect on the net income of the Group is the disposal of Statoil’s interests in Shah Deniz, presented within the DPI segment in the second quarter 2015, for which the gain presented in NOK included NOK 3.2 billion arising from reclassification of accumulated translation differences. As the disposed foreign operation had USD as functional currency, there are no accumulated translation differences when presented in USD for this transaction.

The Statement of cash flow has been re-presented to reflect the changes described above and based on the currency rates applicable at the transaction dates of relevant transactions. The re-presentation impacts the classification between the different lines in the statement of cash flow, between currency translation adjustments and other components of cash flow.

 

27 Supplementary oil and gas information (unaudited)

 

In accordance with Financial Accounting Standards Board Accounting Standards Codification "Extractive Activities - Oil and Gas" (Topic 932), Statoil is reporting certain supplemental disclosures about oil and gas exploration and production operations. While this information is developed with reasonable care and disclosed in good faith, it is emphasised that some of the data is necessarily imprecise and represents only approximate amounts because of the subjective judgement involved in developing such information. Accordingly, this information may not necessarily represent the present financial condition of Statoil or its expected future results.

 

For further information regarding the reserves estimation requirement, see note 2 Significant accounting policies - Critical accounting judgements and key sources of estimation uncertainty - Proved oil and gas reserves.

 

No new events have occurred since 31 December 2016 that would result in a significant change in the estimated proved reserves or other figures reported as of that date.

 

The disputed equity determination at Agbami will potentially alter Statoil's equity share in this field. The effect on the proved reserves will be included once the redetermination is finalised and the effect is known. The effect of the farm out of the oil sands projects will be included in 2017, after the closing date of the transaction, and will reduce the proved reserves at year end 2017 by an immaterial volume related to the Leismer field.

Oil and gas reserve quantities

Statoil's oil and gas reserves have been estimated by its qualified professionals in accordance with industry standards under the requirements of the U.S. Securities and Exchange Commission (SEC), Rule 4-10 of Regulation S-X. Statements of reserves are forward-looking statements.

 

The determination of these reserves is part of an ongoing process subject to continual revision as additional information becomes available. Estimates of proved reserve quantities are imprecise and change over time as new information becomes available. Moreover, identified reserves and contingent resources that may become proved in the future are excluded from the calculations.

 

Statoil, Annual Report on Form 20-F 2016      181  


 

Statoil's proved reserves are recognised under various forms of contractual agreements, including production sharing agreements (PSAs) where Statoil's share of reserves can vary due to commodity prices or other factors. Reserves from agreements such as PSAs and buy back agreements are based on the volumes to which Statoil has access (cost oil and profit oil), limited to available market access. At 31 December 2016, 7% of total proved reserves were related to such agreements (13% of total oil, condensate and natural gas liquids (NGL) reserves and 2% of total gas reserves). This compares with 9% and 12% of total proved reserves for 2015 and 2014, respectively. Net entitlement oil and gas production from fields with such agreements was 96 million boe during 2016 (104 million boe for 2015 and 95 million boe for 2014). Statoil participates in such agreements in Algeria, Angola, Azerbaijan, Libya, Nigeria and Russia.

 

Statoil is recording, as proved reserves, volumes equivalent to our tax liabilities under negotiated fiscal arrangements (PSAs) where the tax is paid on behalf of Statoil. Reserves are net of royalty oil paid in kind and quantities consumed during production.

 

Rule 4-10 of Regulation S-X requires that the appraisal of reserves is based on existing economic conditions, including a 12-month average price prior to the end of the reporting period, unless prices are defined by contractual arrangements. The proved reserves at year end 2016 have been determined based on a Brent blend price equivalent of USD 42.82/bbl, compared to USD 54.17/bbl and USD 101.27/bbl for 2015 and 2014 respectively. The volume weighted average gas price for proved reserves at year end 2016 was USD 4.50MMBtu. The comparable gas price used to determine gas reserves at year end 2015 and 2014 was USD 5.76MMBtu and USD 8.01MMBtu. The volume weighted average NGL price for proved reserves at year end 2016 was USD 24.85/boe. The corresponding NGL price used to determine NGL reserves at year end 2015 and 2014 was USD 30.56/boe and USD 57.03/boe. The decrease in commodity prices affects the profitable reserves to be recovered from accumulations resulting in reduced reserves marginally. The negative revisions due to price are in general a result of earlier economic cut-off. For fields with a production-sharing type of agreement this is to some degree offset by higher entitlement to the reserves. These changes are all included in the revision category in the tables below , giving a net reduction of Statoil’s proved reserves at year end.

 

From the Norwegian continental shelf (NCS), Statoil is responsible for managing, transporting and selling the Norwegian State's oil and gas on behalf of the Norwegian State's direct financial interest (SDFI). These reserves are sold in conjunction with the Statoil reserves. As part of this arrangement, Statoil delivers and sells gas to customers in accordance with various types of sales contracts on behalf of the SDFI. In order to fulfil the commitments, Statoil utilizes a field supply schedule which provides the highest possible total value for the joint portfolio of oil and gas between Statoil and the SDFI.

 

Statoil and the SDFI receive income from the joint natural gas sales portfolio based upon their respective share in the supplied volumes. For sales of the SDFI natural gas, to Statoil and to third parties, the payment to the Norwegian State is based on achieved prices, a net back formula calculated price or market value. All of the Norwegian State's oil and NGL is acquired by Statoil. The price Statoil pays to the SDFI for the crude oil is based on market reflective prices. The prices for NGL are either based on achieved prices, market value or market reflective prices.

 

The regulations of the owner's instruction, as described above, may be changed or withdrawn by the Statoil ASA's general meeting. Due to this uncertainty and the Norwegian State's estimate of proved reserves not being available to Statoil, it is not possible to determine the total quantities to be purchased by Statoil under the owner's instruction.

 

Topic 932 requires the presentation of reserves and certain other supplemental oil and gas disclosures by geographical area, defined as country or continent containing 15% or more of total proved reserves. Norway contains 76% of total proved reserves at 31 December 2016 and no other country contains reserves approaching 15% of total proved reserves. Accordingly, management has determined that the most meaningful presentation of geographical areas would be Norway and the continents of Eurasia (excluding Norway), Africa and Americas.

 

The following tables reflect the estimated proved reserves of oil and gas at 31 December 2013 through 2016, and the changes therein.

  

The reason for the most significant changes to our proved reserves at year end 2016 were:

·           Positive revisions due to better performance of producing fields, maturing of improved recovery projects, and reduced uncertainty due to further drilling and production experience. This added a total of 409 million boe in 2016 . A significant part of these positive revisions are related to large, producing fields offshore Norway where production is declining less than previously assumed for the proved reserves due to continuous improvement activities.

·           Proved reserves from new discoveries have also been added through the sanctioning of new field development projects in 2016, Svale Nord Trestakk and Utgard in Norway and Julia in US. The new projects added a total of 66 million boe. New discoveries with proved reserves booked in 2016 are all expected to start production within a period of five years.

      Further drilling in the Bakken, Marcellus and Eagle Ford onshore plays in the US increased the proved reserves in 2016, and some of these additions are presented as extensions. Extension of proved area on existing field added a total of 112 million boe of new proved reserves in 2016. Together with proved reserves from new fields this adds a total of 179 million boe of proved reserves from Extensions and discoveries.

·           The net effect of purchase and sale increased the reserves by 39   million boe in 2016.

·           Production during 2016 reduced proved reserves by 673 million boe.

 

Changes to the proved reserves in 2016 are also described in some detail in section 2.8 Operating and financial performance by each geographical area. Development of the proved reserves are described in section 2.8 Operating and financial performance, Development of reserve s

182     Statoil, Annual Report on Form 20-F 2016       


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

Americas

Subtotal

Norway

Eurasia excluding Norway

Americas

Subtotal

Total

Net proved oil and condensate reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

At 31 December 2013

918

227

271

399

1,815

-

-

63

63

1,877

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

143

10

85

(4)

235

-

-

(3)

(3)

232

Extensions and discoveries

3

-

5

145

153

-

-

-

-

153

Purchase of reserves-in-place

-

-

-

20

20

-

-

-

-

20

Sales of reserves-in-place

(5)

(27)

(2)

-

(34)

-

-

-

-

(34)

Production

(173)

(14)

(64)

(51)

(301)

-

-

(4)

(4)

(306)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

886

196

296

508

1,887

-

-

55

55

1,942

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

71

(68)

57

(54)

5

-

-

(5)

(5)

0

Extensions and discoveries

437

-

-

74

511

-

-

-

-

511

Purchase of reserves-in-place

-

-

-

4

4

-

-

-

-

4

Sales of reserves-in-place

(4)

(38)

-

(1)

(43)

-

-

-

-

(43)

Production

(174)

(13)

(75)

(57)

(319)

-

-

(4)

(4)

(324)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

1,216

76

278

474

2,045

-

-

46

46

2,091

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

111

6

16

17

149

-

-

(12)

(12)

137

Extensions and discoveries

29

-

-

49

78

-

-

-

-

78

Purchase of reserves-in-place

-

-

-

-

-

60

0

-

60

60

Sales of reserves-in-place

(14)

-

-

-

(14)

-

-

-

-

(14)

Production

(169)

(12)

(72)

(60)

(313)

(2)

(0)

(4)

(6)

(320)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2016

1,174

71

221

480

1,945

58

-

30

88

2,033

Statoil, Annual Report on Form 20-F 2016      183  


 

Proved reserves of bitumen in Americas, representing less than 2% of Statoil's proved reserves, is included as oil in the table above.

  

 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

Americas

Subtotal

Norway

Eurasia excluding Norway

Americas

Subtotal

Total

Net proved NGL reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

At 31 December 2013

368

-

16

56

441

-

-

-

-

441

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

(2)

-

1

5

4

-

-

-

-

4

Extensions and discoveries

3

-

-

18

21

-

-

-

-

21

Purchase of reserves-in-place

-

-

-

-

-

-

-

-

-

-

Sales of reserves-in-place

(10)

-

-

(2)

(12)

-

-

-

-

(12)

Production

(42)

-

(2)

(7)

(51)

-

-

-

-

(51)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

318

-

15

69

403

-

-

-

-

403

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

7

-

3

(20)

(10)

-

-

-

-

(10)

Extensions and discoveries

11

-

-

16

27

-

-

-

-

27

Purchase of reserves-in-place

-

-

-

4

4

-

-

-

-

4

Sales of reserves-in-place

(1)

-

-

(5)

(5)

-

-

-

-

(5)

Production

(44)

-

(3)

(7)

(54)

-

-

-

-

(54)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

291

-

15

57

364

-

-

-

-

364

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

37

-

3

6

46

-

-

-

-

46

Extensions and discoveries

5

-

-

13

18

-

-

-

-

18

Purchase of reserves-in-place

-

-

-

-

-

2

-

-

2

2

Sales of reserves-in-place

(0)

-

-

-

(0)

-

-

-

-

(0)

Production

(46)

-

(2)

(9)

(58)

(0)

-

-

(0)

(58)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2016

287

-

16

67

370

2

-

-

2

372

 

  

184     Statoil, Annual Report on Form 20-F 2016       


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

Americas

Subtotal

Norway

Eurasia excluding Norway

Americas

Subtotal

Total

Net proved gas reserves in billion standard cubic feet

 

 

 

 

 

 

 

 

 

 

At 31 December 2013

14,761

1,923

328

1,404

18,416

-

-

-

-

18,416

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

439

32

8

197

676

-

-

-

-

676

Extensions and discoveries

79

-

-

364

443

-

-

-

-

443

Purchase of reserves-in-place

-

-

-

-

-

-

-

-

-

-

Sales of reserves-in-place

(355)

(681)

-

(15)

(1,051)

-

-

-

-

(1,051)

Production

(1,229)

(56)

(38)

(242)

(1,565)

-

-

-

-

(1,565)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

13,694

1,218

299

1,708

16,919

-

-

-

-

16,919

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

385

(18)

129

(676)

(180)

-

-

-

-

(180)

Extensions and discoveries

179

-

-

318

497

-

-

-

-

497

Purchase of reserves-in-place

-

-

-

31

31

-

-

-

-

31

Sales of reserves-in-place

(10)

(991)

-

(42)

(1,043)

-

-

-

-

(1,043)

Production

(1,306)

(16)

(63)

(215)

(1,600)

-

-

-

-

(1,600)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

12,942

193

366

1,123

14,624

-

-

-

-

14,624

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

1,160

29

(25)

102

1,265

-

-

-

-

1,265

Extensions and discoveries

78

-

-

384

462

-

-

-

-

462

Purchase of reserves-in-place

-

-

-

-

-

16

0

-

16

16

Sales of reserves-in-place

(5)

-

-

(65)

(70)

-

-

-

-

(70)

Production

(1,338)

(34)

(60)

(227)

(1,659)

(1)

(0)

-

(2)

(1,661)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2016

12,836

188

280

1,318

14,623

15

-

-

15

14,637

 

  

Statoil, Annual Report on Form 20-F 2016      185  


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

Americas

Subtotal

Norway

Eurasia excluding Norway

Americas

Subtotal

Total

Net proved reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

At 31 December 2013

3,916

569

346

705

5,537

-

-

63

63

5,600

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

219

16

87

36

359

-

-

(3)

(3)

356

Extensions and discoveries

20

-

5

227

253

-

-

-

-

253

Purchase of reserves-in-place

-

-

-

20

20

-

-

-

-

20

Sales of reserves-in-place

(78)

(148)

(2)

(5)

(233)

-

-

-

-

(233)

Production

(434)

(24)

(72)

(102)

(631)

-

-

(4)

(4)

(635)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

3,644

413

364

882

5,304

-

-

55

55

5,359

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

146

(72)

83

(194)

(37)

-

-

(5)

(5)

(42)

Extensions and discoveries

480

-

-

146

627

-

-

-

-

627

Purchase of reserves-in-place

-

-

-

13

13

-

-

-

-

13

Sales of reserves-in-place

(6)

(215)

-

(13)

(235)

-

-

-

-

(235)

Production

(450)

(16)

(88)

(103)

(658)

-

-

(4)

(4)

(662)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

3,814

111

358

731

5,014

-

-

46

46

5,060

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

355

11

14

41

421

-

-

(12)

(12)

409

Extensions and discoveries

48

-

-

130

179

-

-

-

-

179

Purchase of reserves-in-place

-

-

-

-

-

65

0

-

65

65

Sales of reserves-in-place

(15)

-

-

(11)

(27)

-

-

-

-

(27)

Production

(454)

(18)

(85)

(110)

(666)

(3)

(0)

(4)

(7)

(673)

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2016

3,748

104

287

782

4,921

62

-

30

92

5,013

 

Proved reserves of bitumen in Americas, representing less than 2% of Statoil's proved reserves, is included as oil in the table above.

186     Statoil, Annual Report on Form 20-F 2016       


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

Americas

Subtotal

Norway

Eurasia excluding Norway

Americas

Subtotal

Total

Net proved oil and condensate reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

At 31 December 2013

 

 

 

 

 

 

 

 

 

 

Developed

548

63

197

212

1,020

-

-

32

32

1,052

Undeveloped

370

164

74

187

795

-

-

30

30

826

At 31 December 2014

 

 

 

 

 

 

 

 

 

 

Developed

559

63

243

267

1,133

-

-

24

24

1,156

Undeveloped

327

133

52

242

754

-

-

32

32

786

At 31 December 2015

 

 

 

 

 

 

 

 

 

 

Developed

505

48

248

282

1,083

-

-

21

21

1,104

Undeveloped

711

29

30

192

962

-

-

25

25

987

At 31 December 2016

 

 

 

 

 

 

 

 

 

 

Developed

536

43

200

303

1,082

7

-

16

23

1,105

Undeveloped

638

28

22

176

863

51

-

13

65

928

Net proved NGL reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

At 31 December 2013

 

 

 

 

 

 

 

 

 

 

Developed

287

-

10

34

330

-

-

-

-

330

Undeveloped

82

-

7

22

111

-

-

-

-

111

At 31 December 2014

 

 

 

 

 

 

 

 

 

 

Developed

258

-

9

42

310

-

-

-

-

310

Undeveloped

60

-

6

27

93

-

-

-

-

93

At 31 December 2015

 

 

 

 

 

 

 

 

 

 

Developed

235

-

9

45

290

-

-

-

-

290

Undeveloped

56

-

6

12

74

-

-

-

-

74

At 31 December 2016

 

 

 

 

 

 

 

 

 

 

Developed

213

-

10

53

276

1

-

-

1

277

Undeveloped

74

-

6

14

94

1

-

-

1

95

Net proved gas reserves in billion standard cubic feet

 

 

 

 

 

 

 

 

 

 

At 31 December 2013

 

 

 

 

 

 

 

 

 

 

Developed

11,580

467

209

817

13,073

-

-

-

-

13,073

Undeveloped

3,181

1,455

120

586

5,343

-

-

-

-

5,343

At 31 December 2014

 

 

 

 

 

 

 

 

 

 

Developed

11,227

312

191

946

12,677

-

-

-

-

12,677

Undeveloped

2,467

906

108

762

4,242

-

-

-

-

4,242

At 31 December 2015

 

 

 

 

 

 

 

 

 

 

Developed

10,664

32

206

999

11,901

-

-

-

-

11,901

Undeveloped

2,278

161

160

124

2,723

-

-

-

-

2,723

At 31 December 2016

 

 

 

 

 

 

 

 

 

 

Developed

9,219

188

171

1,002

10,580

4

-

-

4

10,584

Undeveloped

3,617

-

110

316

4,043

11

-

-

11

4,054

Net proved oil, condensate, NGL and gas reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

At 31 December 2013

 

 

 

 

 

 

 

 

 

 

Developed

2,898

146

244

392

3,679

-

-

32

32

3,711

Undeveloped

1,018

423

103

314

1,858

-

-

30

30

1,888

At 31 December 2014

 

 

 

 

 

 

 

 

 

 

Developed

2,818

119

287

477

3,701

-

-

24

24

3,725

Undeveloped

826

295

78

405

1,603

-

-

32

32

1,635

At 31 December 2015

 

 

 

 

 

 

 

 

 

 

Developed

2,641

53

294

505

3,494

-

-

21

21

3,515

Undeveloped

1,173

57

64

226

1,521

-

-

25

25

1,546

At 31 December 2016

 

 

 

 

 

 

 

 

 

 

Developed

2,392

76

240

535

3,244

8

-

16

24

3,268

Undeveloped

1,357

28

47

246

1,678

54

-

13

68

1,746

Statoil, Annual Report on Form 20-F 2016      187  


 

 

The conversion rates used are 1 standard cubic meter = 35.3 standard cubic feet, 1 standard cubic meter oil equivalent = 6.29 barrels of oil equivalent (boe) and 1,000 standard cubic meter gas = 1 standard cubic meter oil equivalent.

 

Capitalised cost related to oil and gas producing activities

Consolidated companies

 

At 31 December

(in USD million)

2016

2015

2014

 

 

 

 

Unproved properties

13,563

13,341

13,121

Proved properties, wells, plants and other equipment

159,284

150,653

158,586

 

 

 

 

Total capitalised cost

172,847

163,994

171,707

Accumulated depreciation, impairment and amortisation

(109,160)

(99,118)

(92,451)

 

 

 

 

Net capitalised cost

63,687

64,876

79,256

 

Net capitalised cost related to equity accounted investments as of 31 December 2016 was USD 2,000 million, USD 1,000 million in 2015 and USD 1,147 million in 2014. The increase is mainly related to the investment in Lundin Petroleum AB as described in note 12. The reported figures are based on capitalised costs within the upstream segments in Statoil, in line with the description below for result of operations for oil and gas producing activities.

 

Expenditures incurred in oil and gas property acquisition, exploration and development activities

These expenditures include both amounts capitalised and expensed.

 

 

 

 

 

 

Consolidated companies

(in USD million)

Norway

Eurasia excluding Norway

Africa

Americas

Total

 

 

 

 

 

 

Full year 2016

 

 

 

 

 

Exploration expenditures

495

155

197

590

1,437

Development costs

5,245

661

780

2,118

8,804

Acquired proved properties

6

0

0

3

9

Acquired unproved properties

57

58

0

2,362

2,477

 

 

 

 

 

 

Total

5,803

874

977

5,073

12,727

 

 

 

 

 

 

Full year 2015

 

 

 

 

 

Exploration expenditures

796

213

381

1,469

2,859

Development costs

5,863

1,420

1,315

3,600

12,198

Acquired proved properties

0

0

0

79

79

Acquired unproved properties

6

77

88

375

546

 

 

 

 

 

 

Total

6,665

1,710

1,784

5,523

15,682

 

 

 

 

 

 

Full year 2014

 

 

 

 

 

Exploration expenditures

1,117

291

1,244

1,075

3,727

Development costs

8,354

2,140

2,107

3,389

15,990

Acquired proved properties

0

0

0

778

778

Acquired unproved properties

0

3

(3)

355

355

 

 

 

 

 

 

Total

9,471

2,434

3,348

5,596

20,849

 

Expenditures incurred in development activities related to equity accounted investments was USD 1,370 million in 2016, USD 46 million in 2015 and USD 255 million in 2014. The increase is mainly related to the investment in Lundin Petroleum AB, USD 1,199 million, as described in note 12.

188     Statoil, Annual Report on Form 20-F 2016       


 

Results of operation for oil and gas producing activities

As required by Topic 932, the revenues and expenses included in the following table reflect only those relating to the oil and gas producing operations of Statoil.

The result of operations for oil and gas producing activities contains the two upstream reporting segments Development and Production Norway (DPN) and Development and Production International (DPI) as presented in note 3 Segments. Production cost is based on operating expenses related to production of oil and gas. From the operating expenses certain expenses such as; transportation costs, accruals for over/underlift position, royalty payments and diluent costs are excluded. These expenses and mainly upstream business administration are included as other expenses in the tables below. Other revenues mainly consist of gains and losses from sales of oil and gas interests and gains and losses from commodity based derivatives within the upstream segments.

Income tax expense is calculated on the basis of statutory tax rates adjusted for uplift and tax credits. No deductions are made for interest or other elements not included in the table below.

 

Consolidated companies

(in USD million)

Norway

Eurasia excluding Norway

Africa

Americas

Total

 

 

 

 

 

 

Full year 2016

 

 

 

 

 

Sales

57

161

305

226

749

Transfers

12,962

494

2,803

2,466

18,725

Other revenues

136

30

6

266

438

 

 

 

 

 

 

Total revenues

13,155

685

3,114

2,958

19,912

 

 

 

 

 

 

Exploration expenses

(383)

(274)

(284)

(2,011)

(2,952)

Production costs

(2,129)

(148)

(629)

(663)

(3,569)

Depreciation, amortisation and net impairment losses

(5,698)

(130)

(2,181)

(3,199)

(11,208)

Other expenses

(417)

(81)

(89)

(1,321)

(1,908)

 

 

 

 

 

 

Total costs

(8,627)

(633)

(3,183)

(7,194)

(19,637)

 

 

 

 

 

 

Results of operations before tax

4,528

52

(69)

(4,236)

275

Tax expense

(2,760)

272

(123)

(25)

(2,636)

 

 

 

 

 

 

Results of operations

1,768

324

(192)

(4,261)

(2,361)

 

 

 

 

 

 

Net income from equity accounted investments

(78)

(86)

0

(14)

(178)

Statoil, Annual Report on Form 20-F 2016      189  


 

Consolidated companies

(in USD million)

Norway

Eurasia excluding Norway

Africa

Americas

Total

 

 

 

 

 

 

Full year 2015

 

 

 

 

 

Sales

50

257

(41)

198

464

Transfers

17,429

480

3,454

2,764

24,127

Other revenues

(143)

1,169

3

7

1,036

 

 

 

 

 

 

Total revenues

17,336

1,906

3,416

2,969

25,627

 

 

 

 

 

 

Exploration expenses

(576)

(190)

(630)

(2,476)

(3,872)

Production costs

(2,629)

(160)

(671)

(794)

(4,254)

Depreciation, amortisation and net impairment losses

(6,379)

(799)

(2,487)

(6,946)

(16,611)

Other expenses

(594)

(165)

(237)

(1,374)

(2,370)

 

 

 

 

 

 

Total costs

(10,178)

(1,314)

(4,025)

(11,590)

(27,107)

 

 

 

 

 

 

Results of operations before tax

7,157

593

(609)

(8,622)

(1,481)

Tax expense

(4,824)

238

(717)

(21)

(5,324)

 

 

 

 

 

 

Results of operations

2,333

831

(1,326)

(8,643)

(6,805)

 

 

 

 

 

 

Net income from equity accounted investments

3

32

0

(123)

(88)

190     Statoil, Annual Report on Form 20-F 2016       


 

Consolidated companies

(in USD million)

Norway

Eurasia excluding Norway

Africa

Americas

Total

 

 

 

 

 

 

Full year 2014

 

 

 

 

 

Sales

286

688

818

615

2,407

Transfers

27,478

978

5,214

4,564

38,234

Other revenues

1,151

932

117

(152)

2,048

 

 

 

 

 

 

Total revenues

28,915

2,598

6,149

5,027

42,689

 

 

 

 

 

 

Exploration expenses

(838)

(397)

(1,349)

(2,078)

(4,662)

Production costs

(3,555)

(225)

(719)

(856)

(5,355)

Depreciation, amortisation and net impairment losses

(6,301)

(744)

(2,221)

(5,921)

(15,187)

Other expenses

(479)

(170)

33

(1,718)

(2,334)

 

 

 

 

 

 

Total costs

(11,173)

(1,536)

(4,256)

(10,573)

(27,538)

 

 

 

 

 

 

Results of operations before tax

17,742

1,062

1,893

(5,546)

15,151

Tax expense

(11,512)

(70)

(1,278)

(64)

(12,924)

 

 

 

 

 

 

Results of operations

6,230

992

615

(5,610)

2,227

 

 

 

 

 

 

Net income from equity accounted investments

11

132

0

(246)

(103)



 

Average production cost in USD per boe based on entitlement volumes (consolidated)

Norway

Eurasia excluding Norway

Africa

Americas

Total

 

 

 

 

 

 

2016

5

8

7

6

5

2015

6

10

8

8

6

2014

8

10

10

8

8

 

Production cost per boe is calculated as the production costs in the result of operations table, divided by the produced entitlement volumes (mboe) for the corresponding period.

 

Standardised measure of discounted future net cash flows relating to proved oil and gas reserves

The table below shows the standardised measure of future net cash flows relating to proved reserves. The analysis is computed in accordance with Topic 932, by applying average market prices as defined by the SEC, year end costs, year end statutory tax rates and a discount factor of 10% to year end quantities of net proved reserves. The standardised measure of discounted future net cash flows is a forward-looking statement.

 

Future price changes are limited to those provided by existing contractual arrangements at the end of each reporting year. Future development and production costs are those estimated future expenditures necessary to develop and produce year-end estimated proved reserves based on year-end cost indices, assuming continuation of year-end economic conditions. Pre-tax future net cash flow is net of decommissioning and removal costs. Estimated future income taxes are calculated by applying the appropriate year-end statutory tax rates. These rates reflect allowable deductions and tax credits and are applied to estimated future pretax net cash flows, less the tax basis of related assets. Discounted future net cash flows are calculated using a discount rate of 10% per year. Discounting requires a year-by-year estimate of when future expenditures will be incurred and when reserves will be produced. The standardised measure of discounted future net cash flows prescribed under Topic 932 requires assumptions as to the timing and amount of future development and production costs and income from the production of proved reserves. The information does not represent management's estimate or Statoil's expected future cash flows or the value of its proved reserves and therefore should not be relied upon as an indication of Statoil's future cash flow or value of its proved reserves.

Statoil, Annual Report on Form 20-F 2016      191  


 

(in USD million)

Norway

Eurasia excluding Norway

Africa

Americas

Total

At 31 December 2016

 

 

 

 

 

Consolidated companies

 

 

 

 

 

Future net cash inflows

120,355

4,032

10,644

20,034

155,065

Future development costs

(14,572)

(927)

(733)

(3,559)

(19,791)

Future production costs

(45,357)

(2,101)

(4,909)

(11,701)

(64,069)

Future income tax expenses

(36,268)

(127)

(1,492)

(1,355)

(39,243)

Future net cash flows

24,158

876

3,510

3,418

31,962

10% annual discount for estimated timing of cash flows

(8,729)

(241)

(646)

(1,255)

(10,870)

Standardised measure of discounted future net cash flows

15,429

635

2,864

2,164

21,092

 

 

 

 

 

 

Equity accounted investments

 

 

 

 

 

Standardised measure of discounted future net cash flows

279

-

-

127

406

 

 

 

 

 

 

Total standardised measure of discounted future net cash flows including equity accounted investments

15,708

635

2,864

2,290

21,498

 

 

 

 

 

 

 

 

 

 

 

 

(in USD million)

Norway

Eurasia excluding Norway

Africa

Americas

Total

At 31 December 2015

 

 

 

 

 

Consolidated companies

 

 

 

 

 

Future net cash inflows

160,277

5,455

17,073

23,595

206,399

Future development costs

(19,409)

(1,345)

(1,330)

(5,157)

(27,242)

Future production costs

(54,911)

(2,765)

(6,832)

(12,762)

(77,271)

Future income tax expenses

(56,680)

(118)

(3,149)

(800)

(60,747)

Future net cash flows

29,276

1,226

5,762

4,875

41,139

10% annual discount for estimated timing of cash flows

(12,011)

(406)

(1,386)

(1,969)

(15,773)

Standardised measure of discounted future net cash flows

17,264

820

4,375

2,906

25,366

 

 

 

 

 

 

Equity accounted investments

 

 

 

 

 

Standardised measure of discounted future net cash flows

-

-

-

140

140

 

 

 

 

 

 

Total standardised measure of discounted future net cash flows including equity accounted investments

17,264

820

4,375

3,047

25,506

 

 

 

 

 

 

 

 

 

 

 

 

(in USD million)

Norway

Eurasia excluding Norway

Africa

Americas

Total

At 31 December 2014

 

 

 

 

 

Consolidated companies

 

 

 

 

 

Future net cash inflows

234,404

32,474

34,114

51,585

352,577

Future development costs

(26,643)

(9,571)

(1,961)

(8,262)

(46,437)

Future production costs

(70,229)

(14,622)

(9,310)

(22,785)

(116,946)

Future income tax expenses

(96,896)

(1,287)

(7,764)

(5,432)

(111,378)

Future net cash flows

40,636

6,995

15,079

15,107

77,816

10% annual discount for estimated timing of cash flows

(15,925)

(4,438)

(4,494)

(6,688)

(31,546)

Standardised measure of discounted future net cash flows

24,711

2,556

10,584

8,419

46,270

 

 

 

 

 

 

Equity accounted investments

 

 

 

 

 

Standardised measure of discounted future net cash flows

-

-

-

806

806

 

 

 

 

 

 

Total standardised measure of discounted future net cash flows including equity accounted investments

24,711

2,556

10,584

9,225

47,076

192     Statoil, Annual Report on Form 20-F 2016       


 

Changes in the standardised measure of discounted future net cash flows from proved reserves

(in USD million)

2016

2015

2014

 

 

 

 

Consolidated companies

 

 

 

Standardised measure at beginning of year

25,366

46,270

47,448

Net change in sales and transfer prices and in production (lifting) costs related to future production

(21,148)

(71,817)

(20,157)

Changes in estimated future development costs

(16)

6,739

(3,838)

Sales and transfers of oil and gas produced during the period, net of production cost

(16,824)

(20,803)

(36,904)

Net change due to extensions, discoveries, and improved recovery

1,099

3,745

3,685

Net change due to purchases and sales of minerals in place

(566)

(1,026)

(4,181)

Net change due to revisions in quantity estimates

8,163

7,491

19,340

Previously estimated development costs incurred during the period

7,998

10,474

15,811

Accretion of discount

5,949

11,335

12,691

Net change in income taxes

11,070

32,958

12,374

 

 

 

 

Total change in the standardised measure during the year

(4,274)

(20,904)

(1,178)

 

 

 

 

Standardised measure at end of year

21,092

25,366

46,270

 

 

 

 

Equity accounted investments

 

 

 

Standardised measure at end of year

406

140

806

 

 

 

 

Standardised measure at end of year including equity accounted investments

21,498

25,506

47,076

 

In the table above, each line item presents the sources of changes in the standardised measure value on a discounted basis, with the accretion of discount line item reflecting the increase in the net discounted value of the proved oil and gas reserves due to the fact that the future cash flows are now one year closer in time.

The standardized measure at the beginning of the year represents the discounted net present value after deductions of both future development costs, production costs and taxes. The ‘Net change in sales and transfer prices and in production (lifting) costs related to future production’ is, on the other hand, related to the future net cash flows at 31 December 2015. The proved reserves at 31 December 2015 were multiplied by the actual change in price, and change in unit of production costs, to arrive at the net effect of changes in price and production costs. Development costs and taxes are reflected in the line items ‘Change in estimated future development costs’ and ‘Net change in income taxes’ and are not included in the ‘Net change in sales and transfer prices and in production (lifting) costs related to future production’.

 

28 Subsequent events

 

See note 17 Equity and dividend for proposed dividend for the fourth quarter 2016.

 

Statoil, Annual Report on Form 20-F 2016      193  


 

29 Condensed consolidated financial information related to guaranteed debt securities

 

Statoil Petroleum AS, a 100% owned subsidiary of Statoil ASA, is the co-obligor of certain existing debt securities of Statoil ASA that are registered under the US Securities Act of 1933 ("US registered debt securities"). As co-obligor, Statoil Petroleum AS fully, unconditionally and irrevocably assumes and agrees to perform, jointly and severally with Statoil ASA, the payment and covenant obligations for these US registered debt securities. In addition, Statoil ASA is also the co-obligor of a US registered debt security of Statoil Petroleum AS. As co-obligor, Statoil ASA fully, unconditionally and irrevocably assumes and agrees to perform, jointly and severally with Statoil Petroleum AS, the payment and covenant obligations of that security. In the future, Statoil ASA may from time to time issue future US registered debt securities for which Statoil Petroleum AS will be the co-obligor or guarantor.

The following financial information on a condensed consolidated basis provides financial information about Statoil ASA, as issuer and co-obligor, Statoil Petroleum AS, as co-obligor and guarantor, and all other subsidiaries as required by SEC Rule 3-10 of Regulation S-X. The condensed consolidated information is prepared in accordance with Statoil's IFRS accounting policies as described in note 2 Significant accounting policies , except that investments in subsidiaries and jointly controlled entities are accounted for using the equity method as required by Rule 3-10.

The following is condensed consolidated financial information for the full year 2016, 2015 and 2014, and as of 31 December 2016 and 2015.

 

CONDENSED CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

Full year 2016 (in USD million)

 

 

 

 

 

 

Revenues and other income

31,580

15,405

15,472

(16,464)

45,993

Net income from equity accounted companies

(2,726)

(3,987)

26

6,567

(119)

 

 

 

 

 

 

Total revenues and other income

28,854

11,418

15,498

(9,898)

45,873

 

 

 

 

 

 

Total operating expenses

(31,784)

(10,989)

(19,364)

16,344

(45,793)

 

 

 

 

 

 

Net operating income

(2,930)

429

(3,865)

6,446

80

 

 

 

 

 

 

Net financial items

728

(560)

(115)

(311)

(258)

 

 

 

 

 

 

Income before tax

(2,202)

(131)

(3,980)

6,135

(178)

 

 

 

 

 

 

Income tax

(407)

(2,392)

97

(23)

(2,724)

 

 

 

 

 

 

Net income

(2,608)

(2,523)

(3,884)

6,113

(2,902)

 

 

 

 

 

 

Other comprehensive income

(671)

153

(280)

441

(357)

 

 

 

 

 

 

Total comprehensive income

(3,279)

(2,370)

(4,163)

6,553

(3,259)

194     Statoil, Annual Report on Form 20-F 2016       


 

CONDENSED CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

Full year 2015 (in USD million)

 

 

 

 

 

 

Revenues and other income

39,289

20,583

20,248

(20,448)

59,671

Net income from equity accounted companies

(4,686)

(8,350)

(42)

13,050

(29)

 

 

 

 

 

 

Total revenues and other income

34,603

12,232

20,205

(7,399)

59,642

 

 

 

 

 

 

Total operating expenses

(39,372)

(12,561)

(26,907)

20,566

(58,276)

 

 

 

 

 

 

Net operating income

(4,769)

(329)

(6,702)

13,167

1,366

 

 

 

 

 

 

Net financial items

(2,771)

(106)

139

1,427

(1,311)

 

 

 

 

 

 

Income before tax

(7,541)

(435)

(6,563)

14,594

55

 

 

 

 

 

 

Income tax

925

(5,301)

(840)

(9)

(5,225)

 

 

 

 

 

 

Net income

(6,616)

(5,736)

(7,402)

14,585

(5,169)

 

 

 

 

 

 

Other comprehensive income

(1,414)

(1,771)

(1,405)

1,751

(2,838)

 

 

 

 

 

 

Total comprehensive income

(8,030)

(7,507)

(8,807)

16,336

(8,007)



 

CONDENSED CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

Full year 2014 (in USD million)

 

 

 

 

 

 

Revenues and other income

65,647

33,454

34,189

(33,991)

99,299

Net income from equity accounted companies

3,812

(4,794)

(41)

989

(34)

 

 

 

 

 

 

Total revenues and other income

69,458

28,660

34,148

(33,002)

99,264

 

 

 

 

 

 

Total operating expenses

(66,668)

(14,120)

(35,114)

34,516

(81,386)

 

 

 

 

 

 

Net operating income

2,791

14,540

(966)

1,514

17,878

 

 

 

 

 

 

Net financial items

(1,841)

(28)

(51)

1,940

20

 

 

 

 

 

 

Income before tax

950

14,512

(1,017)

3,453

17,898

 

 

 

 

 

 

Income tax

981

(13,007)

(1,802)

(184)

(14,011)

 

 

 

 

 

 

Net income

1,931

1,505

(2,819)

3,269

3,887

 

 

 

 

 

 

Other comprehensive income

(2,648)

(2,384)

(1,385)

1,829

(4,587)

 

 

 

 

 

 

Total comprehensive income

(717)

(879)

(4,204)

5,099

(701)

Statoil, Annual Report on Form 20-F 2016      195  


 

CONDENSED CONSOLIDATED BALANCE SHEET

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

At 31 December 2016 (in USD million)

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Property, plant, equipment and intangible assets

576

29,944

38,310

(31)

68,799

Equity accounted companies

40,294

18,089

1,013

(57,151)

2,245

Other non-current assets

3,212

945

3,933

0

8,090

Non-current receivables from subsidiaries

23,644

(0)

26

(23,670)

0

 

 

 

 

 

 

Total non-current assets

67,725

48,979

43,281

(80,852)

79,133

 

 

 

 

 

 

Current receivables from subsidiaries

4,305

2,141

12,879

(19,325)

0

Other current assets

14,716

924

4,769

(639)

19,769

Cash and cash equivalents

4,274

46

770

0

5,090

 

 

 

 

 

 

Total current assets

23,295

3,111

18,418

(19,964)

24,859

 

 

 

 

 

 

Assets classified as held for sale

0

0

537

0

537

 

 

 

 

 

 

Total assets

91,021

52,089

62,236

(100,816)

104,530

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

Total equity

35,072

17,974

39,510

(57,457)

35,099

 

 

 

 

 

 

Non-current liabilities to subsidiaries

17

12,848

10,806

(23,670)

0

Other non-current liabilities

33,065

13,812

5,953

(198)

52,633

 

 

 

 

 

 

Total non-current liabilities

33,082

26,660

16,759

(23,868)

52,633

 

 

 

 

 

 

Other current liabilities

7,757

4,419

4,735

(166)

16,744

Current liabilities to subsidiaries

15,109

3,037

1,179

(19,325)

0

 

 

 

 

 

 

Total current liabilities

22,866

7,456

5,913

(19,492)

16,744

 

 

 

 

 

 

Liabilities directly associated with the assets classified as held for sale

0

0

54

0

54

 

 

 

 

 

 

Total liabilities

55,948

34,116

22,727

(43,359)

69,431

 

 

 

 

 

 

Total equity and liabilities

91,021

52,089

62,236

(100,816)

104,530

196     Statoil, Annual Report on Form 20-F 2016       


 

CONDENSED CONSOLIDATED BALANCE SHEET

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

At 31 December 2015 (in USD million)

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Property, plant, equipment and intangible assets

636

29,653

41,205

(36)

71,458

Equity accounted companies

53,643

20,547

434

(73,800)

824

Other non-current assets

4,357

1,014

3,937

(3)

9,305

Non-current receivables from subsidiaries

13,976

(0)

24

(13,999)

0

 

 

 

 

 

 

Total non-current assets

72,612

51,214

45,600

(87,839)

81,588

 

 

 

 

 

 

Current receivables from subsidiaries

1,239

2,319

13,631

(17,189)

(0)

Other current assets

14,847

1,006

4,118

(440)

19,532

Cash and cash equivalents

7,471

87

1,066

0

8,623

 

 

 

 

 

 

Total current assets

23,557

3,412

18,815

(17,629)

28,154

 

 

 

 

 

 

Total assets

96,169

54,626

64,415

(105,468)

109,742

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

Total equity

40,271

20,895

52,607

(73,466)

40,307

 

 

 

 

 

 

Non-current liabilities to subsidiaries

15

13,726

259

(13,999)

0

Other non-current liabilities

34,415

14,363

5,432

(138)

54,073

 

 

 

 

 

 

Total non-current liabilities

34,430

28,089

5,691

(14,137)

54,073

 

 

 

 

 

 

Other current liabilities

5,954

4,377

5,707

(675)

15,363

Current liabilities to subsidiaries

15,514

1,265

410

(17,189)

0

 

 

 

 

 

 

Total current liabilities

21,468

5,643

6,117

(17,865)

15,363

 

 

 

 

 

 

Total liabilities

55,899

33,731

11,808

(32,002)

69,436

 

 

 

 

 

 

Total equity and liabilities

96,169

54,626

64,415

(105,468)

109,743

Statoil, Annual Report on Form 20-F 2016      197  


 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

Full year 2016 (in USD million)

 

 

 

 

 

 

Cash flows provided by (used in) operating activities

3,330

7,262

1,561

(3,119)

9,034

Cash flows provided by (used in) investing activities

(3,138)

(6,785)

(5,393)

4,869

(10,447)

Cash flows provided by (used in) financing activities

(3,308)

(516)

3,616

(1,750)

(1,958)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

(3,116)

(39)

(216)

0

(3,371)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(81)

(2)

(69)

0

(152)

Cash and cash equivalents at the beginning of the period (net of overdraft)

7,471

87

1,056

0

8,614

 

 

 

 

 

 

Cash and cash equivalents at the end of the period (net of overdraft)

4,274

46

770

0

5,090

 

 

 

 

 

 

 

 

 

 

 

 

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

Full year 2015 (in USD million)

 

 

 

 

 

 

Cash flows provided by (used in) operating activities

2,883

8,348

4,567

(2,170)

13,628

Cash flows provided by (used in) investing activities

(5,694)

(17,219)

(5,630)

14,042

(14,501)

Cash flows provided by (used in) financing activities

1,333

8,986

824

(11,872)

(729)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

(1,478)

115

(239)

0

(1,602)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(677)

(106)

(88)

0

(871)

Cash and cash equivalents at the beginning of the period (net of overdraft)

9,625

78

1,382

0

11,085

 

 

 

 

 

 

Cash and cash equivalents at the end of the period (net of overdraft)

7,470

87

1,055

0

8,612

 

 

 

 

 

 

 

 

 

 

 

 

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

Full year 2014 (in USD million)

 

 

 

 

 

 

Cash flows provided by (used in) operating activities

2,666

11,966

8,927

(3,354)

20,205

Cash flows provided by (used in) investing activities

(2,528)

(9,872)

(8,500)

3,125

(17,775)

Cash flows provided by (used in) financing activities

(1,852)

(2,015)

(390)

229

(4,028)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

(1,714)

79

37

0

(1,598)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(1,309)

(1)

(19)

0

(1,329)

Cash and cash equivalents at the beginning of the period (net of overdraft)

12,648

(2)

1,367

0

14,013

 

 

 

 

 

 

Cash and cash equivalents at the end of the period (net of overdraft)

9,625

76

1,385

0

11,086

 

Report of Independent Registered Public Accounting Firm

 

 

To the board of directors and shareholders of Statoil ASA

 

We have audited the accompanying Consolidated balance sheets of Statoil ASA and subsidiaries as of 31   December 2016 and 2015, and the related Consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended 31 December 2016. These Consolidated financial statements are the responsibility of the Statoil ASA's management. Our responsibility is to express an opinion on these Consolidated financial statements based on our audits.

 

198     Statoil, Annual Report on Form 20-F 2016       


 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the Consolidated financial statements referred to above present fairly, in all material respects, the financial position of Statoil ASA and subsidiaries as of 31   December 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended 31 December 2016, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and International Financial Reporting Standards as adopted by the European Union.

 

As discussed in Note 26 to the Consolidated financial statements, Statoil ASA has elected to change its presentation currency from Norwegian Kroner to US Dollar. In addition to the information included in Note 26, Statoil ASA has also included a US Dollar Consolidated balance sheet as of 31 December 2014.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Statoil ASA’s internal control over financial reporting as of 31   December 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated 9 March 2017 expressed an unqualified opinion on the effectiveness of the Statoil ASA’s internal control over financial reporting.

Statoil, Annual Report on Form 20-F 2016      199  


 

 

/s/ KPMG AS

 

 

 

Oslo, Norway

9 March 2017

200     Statoil, Annual Report on Form 20-F 2016       


 

Report of KPMG on Statoil’s internal control over financial reporting

Report of Independent Registered Public Accounting Firm

To the board of directors and shareholders of Statoil ASA

We have audited Statoil ASA’s internal control over financial reporting as of 31   December 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Statoil ASA’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying The management's report on internal control over financial reporting . Our responsibility is to express an opinion on Statoil   ASA s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Statoil ASA maintained, in all material respects, effective internal control over financial reporting as of 31   December 2016, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated balance sheets of Statoil ASA and subsidiaries as of 31   December 2016 and 2015, and the related Consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended 31 December 2016, and our report dated 9   March 2017 expressed an unqualified opinion on those Consolidated financial statements.

Statoil, Annual Report on Form 20-F 2016      201  


 

 

/s/ KPMG AS

 

 

 

Oslo, Norway

9 March 2017

 

202     Statoil, Annual Report on Form 20-F 2016       


 

5.1 SHAREHOLDER INFORMATION

 

Statoil is the largest company listed on the Oslo Børs where it trades under the ticker code STL. Statoil is also listed on the New York Stock Exchange under the ticker code STO, trading in the form of American Depositary Shares (ADS).

 

Statoil's shares have been listed on the Oslo Børs since our initial public offering on 18 June 2001. The ADSs traded on the New York Stock Exchange are evidenced by American Depositary Receipts (ADR), and each ADS represents one ordinary share.

 

Statoil Share

2016

2015

2014

2013

2012

 

 

 

 

 

 

 

Shareprice STL (low) (NOK)

97.90

116.30

120.00

123.00

133.80

Shareprice STL (average) (NOK)

133.50

137.59

166.41

136.72

146.97

Shareprice STL (high) (NOK)

159.80

160.80

194.80

147.70

162.40

Shareprice STL (year-end) (NOK)

158.40

123.70

131.20

147.00

139.00

Shareprice STO (low) (USD)

11.38

13.42

15.82

20.14

22.15

Shareprice STO (average) (USD)

15.92

17.11

26.52

23.32

25.29

Shareprice STO (high) (USD)

18.51

21.31

31.91

27.00

28.92

Shareprice STO (year-end) (USD)

18.24

13.96

17.61

24.13

25.04

 

 

 

 

 

 

 

STL Market value year-end (NOK billion)

514

394

418

469

443

STL Daily turnover (million shares)

4.7

5.1

3.7

3.0

4.3

 

 

 

 

 

 

 

Ordinary shares outstanding, year-end

3,245,049,411

3,188,647,103

3,188,647,103

3,188,647,103

3,188,647,103

 

 

 

 

 

 

 

 

 

As of 31 December 2016, Statoil represented 23.24% of the total value of all companies registered on the Oslo Børs, with a market value of NOK 514 billion. Total shareholder return (dividend reinvested) for 2016 is 35.4%.

 

The graph shows the development of the Statoil share price compared to the oil price and the Oslo Børs Benchmark Index (OSEBX). The turnover of shares is a measure of traded volumes. On average, 4.62 million Statoil shares were traded on the Oslo Børs every day in 2016 compared to 5.1 million shares in 2015. In 2016, Statoil shares accounted for 15% of the total market value traded throughout the year which is equal to 2015.

 

Statoil, Annual Report on Form 20-F 2016      203  


 

Statoil ASA has one class of shares, and each share confers one vote at the general meeting. Statoil ASA had 3,245,049,411   ordinary shares outstanding at year end. As of 31 December 2016, Statoil had 91,128 shareholders registered in the Norwegian Central Securities Depository (VPS), down from 91,774 shareholders at 31 December 2015.

 

Share prices

These are the reported high and low quotations at market closing for the ordinary shares on the Oslo Børs and New York Stock Exchange for the periods indicated. T hey are derived from the Oslo Børs Daily Official List, and the highest and lowest sales prices of the ADSs as reported on the New York Stock Exchange composite tape.

204     Statoil, Annual Report on Form 20-F 2016       


 

 

NOK per ordinary share

 

USD per ADS

Share price

High

Low

 

High

Low

 

 

 

 

 

 

Year ended 31 December

 

 

 

 

 

2012

162.40

133.80

 

28.92

22.15

2013

147.70

123.00

 

27.00

20.14

2014

194.80

120.00

 

31.91

15.82

2015

160.80

116.30

 

21.31

13.42

2016

159.80

97.90

 

18.51

11.38

 

 

 

 

 

 

Quarter ended

 

 

 

 

 

Monday, March 31, 2015

149.80

125.80

 

19.62

16.25

Monday, June 30, 2015

160.80

140.10

 

21.31

17.59

Wednesday, September 30, 2015

141.40

116.30

 

17.56

13.85

Thursday, December 31, 2015

145.60

118.70

 

17.74

13.42

Thursday, March 31, 2016

135.50

97.90

 

16.01

11.38

Thursday, June 30, 2016

144.80

122.40

 

17.68

14.66

Friday, September 30, 2016

149.80

124.00

 

17.74

15.07

Friday, December 30, 2016

159.80

129.30

 

18.51

15.86

Up until March 8, 2017

162.90

97.90

 

19.21

11.38

 

 

 

 

 

 

Month of

 

 

 

 

 

September 2016

135.00

124.00

 

16.80

15.07

October 2016

140.70

133.90

 

17.30

16.24

November 2016

146.40

129.30

 

17.40

15.86

December 2016

159.80

147.30

 

18.51

18.51

January 2017

162.90

153.40

 

19.21

18.47

February 2017

156.50

147.10

 

18.81

17.41

Up until March 8, 2017

162.90

122.40

 

19.21

14.66

 

 

 

 

 

 

Dividend policy and dividends

It is Statoil's ambition to grow the annual cash dividend measured in USD per share in line with long-term underlying earnings.

 

Statoil’s board approves first, second and third quarter interim dividends, based on an authorisation from the annual general meeting (AGM), while the AGM approves the fourth quarter dividend and implicitly the total annual dividend based on a proposal from the board. It is Statoil’s intention to pay quarterly dividends, although when deciding the interim dividends and recommending the total annual dividend level, the board will take into consideration expected cash flow, capital expenditure plans, financing requirements and appropriate financial flexibility.

 

In addition to cash dividend, Statoil might buy back shares as part of total distribution of capital to the shareholders. The shareholders at the AGM may vote to reduce, but may not increase, the fourth quarter dividend proposed by the board of directors. Statoil announces dividend payments in connection with quarterly results. Payment of quarterly dividends is expected to take place within six months after the announcement of each quarterly dividend.

 

The board of directors proposes to the AGM a dividend of USD 0.2201 per share for the fourth quarter 2016 and to continue with the two-year scrip dividend programme which started from fourth quarter 2015. The scrip programme will give shareholders the option to receive quarterly dividends in cash or in newly issued shares in Statoil at a 5% discount for the fourth quarter 2016. On 11 May 2016, Statoil and the Norwegian state entered into a two-year agreement whereby the Norwegian state shall use the part of its quarterly dividend to subscribe for the number of shares that is required to maintain its ownership of 67%. Any part of the Dividend not used as settlement for dividend shares by the Norwegian state shall be paid in cash. For further information about dividends and our scrip dividend programme see Statoil.com.

 

The following table shows the cash dividend amounts to all shareholders since 2011 on a per share basis and in aggregate.

 

  

Statoil, Annual Report on Form 20-F 2016      205  


 

 

 

Ordinary dividend per share

 

 

Ordinary dividend per share

Fiscal year

Curr.

Q1

 

Curr.

Q2

 

Curr.

Q3

 

Curr.

Q4

 

Curr.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

NOK

6.7500

2013

 

 

 

 

 

 

 

 

 

 

 

 

NOK

7.0000

2014

NOK

1.8000

 

NOK

1.8000

 

NOK

1.8000

 

NOK

1.8000

 

NOK

7.2000

2015

NOK

1.8000

 

NOK

0.0000

 

NOK

0.0000

 

NOK

0.0000

 

NOK

1.8000

2015

USD

0.0000

 

USD

0.2201

 

USD

0.2201

 

USD

0.2201

 

USD

0.6603

2016

USD

0.2201

 

USD

0.2201

 

USD

0.2201

 

USD

0.2201

 

USD

0.8804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The proposed fourth quarter 2016 dividend will be considered at the annual general meeting 11 May 2017. The Statoil share will be traded ex dividend 12 May 2017 and the dividend will be disbursed around late June 2017. For US ADR holders, the ex-dividend date will be 11 May 2017 and expected payment and allocation of new dividend shares for ADR holders will be in June 2017.

 

Dividends in NOK per share will be calculated and communicated four business days after record date for shareholders at Oslo Børs. The NOK dividend will be based on average USD/NOK fixing rates from Norges Bank in the period plus/minus three business days from record date, in total seven business dates.

 

Share repurchase

For the period 2013-2016, the board of directors was authorised by the annual general meeting of Statoil to repurchase Statoil shares in the market for subsequent annulment. Statoil has not undertaken any share repurchase based on this authorisation.

 

It is Statoil’s intention to renew this authorisation at the annual general meeting in May 2017.

 

206     Statoil, Annual Report on Form 20-F 2016       


 

Shares purchased by issuer

Shares are acquired in the market for transfer to employees under the share savings scheme in accordance with the limits set by the board of directors. No shares were repurchased in the market for the purpose of subsequent annulment in 2016.

Statoil's share savings plan

Since 2004, Statoil has had a share savings plan for employees of the company. The purpose of this plan is to strengthen the business culture and encourage loyalty through employees becoming part-owners of the company.

 

Through regular salary deductions, employees can invest up to 5% of their base salary in Statoil shares. In addition, the company contributes 20% of the total share investment made by employees in Norway, up to a maximum of NOK 1,500 per year (approximately USD 170). This company contribution is a tax-free employee benefit under current Norwegian tax legislation. After a lock-in period of two calendar years, one extra share will be awarded for each share purchased. Under current Norwegian tax legislation, the share award is a taxable employee benefit, with a value equal to the value of the shares and taxed at the time of the award.

 

The board of directors is authorized to acquire Statoil shares in the market on behalf of the company. The authorization is valid until the next annual general meeting, but not beyond 30 June 2017. This authorisation replaces the previous authorisation to acquire Statoil's own shares for implementation of the share savings plan granted by the annual general meeting 19 May 2015. It is Statoil’s intention to renew this authorisation at the annual general meeting. Statoil intends to use share buybacks more actively going forward, based on balance sheet strength considerations.

  

 

Period in which shares were repurchased

Number of shares repurchased

Average price per share in NOK

Total number of shares purchased as part of programme

Maximum number of shares that may yet be purchased under the programme authorisation

 

 

 

 

 

 

Jan-16

878,834

102.6997

5,821,999

8,178,001

Feb-16

745,858

117.5826

6,567,857

7,432,143

Mar-16

700,095

127.9825

7,267,952

6,732,048

Apr-16

682,975

130.5009

7,950,927

6,049,073

May-16

657,216

135.2827

8,608,143

5,391,857

Jun-16

665,179

133.1370

665,179

13,334,821

Jul-16

589,151

149.4623

1,254,330

12,745,670

Aug-16

653,493

134.1070

1,907,823

12,092,177

Sep-16

703,884

124.1965

2,611,707

11,388,293

Oct-16

627,062

138.7885

3,238,769

10,761,231

Nov-16

631,197

137.8332

3,869,966

10,130,034

Dec-16

567,259

153.3690

4,437,225

9,562,775

Jan-17

520,716

162,6375

 

4,957,941

9,042,059

Feb-17

577,674

147.8341

5,535,615

8,464,385

 

 

 

 

 

 

TOTAL

 9,200,593 1)

 144.3980 2)

 

 

 

 

 

 

 

 

1)

All shares repurchased have been purchased in the open market and pursuant to the authorisation mentioned above.

2)

Weighted average price per share.

 

Statoil, Annual Report on Form 20-F 2016      207  


 

Statoil ADR programme fees

 

Fees and charges payable by a holder of ADSs.

As depositary from 31 January 2013, Deutsche Bank Trust Company Americas collects its fees for the delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal, or from intermediaries acting for them. The depositary collects fees from investors by deducting the fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may refuse to provide fee-attracting services until its fees for those services are paid.

 

The charges of the depositary payable by investors are as follows:

 

Persons depositing or withdrawing shares must pay:

For:

 

 

USD 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

• Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

 

• Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

 

 

USD 0.02(or less) per ADS, subject to the company's consent

• Any cash distribution to ADS registered holders

 

 

USD 0.05 (or less) per ADS, subject to the company's consent

• For the operation and maintenance costs in administering the ADR programme

 

 

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs

• Distribution of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS registered holders

 

 

Registration or transfer fees

• Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when you deposit or withdraw shares

 

 

Expenses of the Depositary

• Cable, telex and facsimile transmissions (as provided in the deposit agreement)

 

• Converting foreign currency to USD

 

 

Taxes and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

• As necessary

 

 

Any charges incurred by the Depositary or its agents for servicing the deposited securities

• As necessary

 

 

Reimbursements and payments made and fee waivers granted by the depositary

The depositary has agreed to reimburse certain company expenses related to the company's ADR programme and incurred by the company in connection with the programme. In the year ended 31 December 2016, the depositary reimbursed approximately USD 1.29 million to the company in relation to certain expenses including investor relations expenses, expenses related to the maintenance of the ADR programme, legal counsel fees, printing and ADR certificates .

 

The depositary has also agreed to waive fees for costs associated with the administration of the ADR programme, and it has paid certain expenses directly to third parties on behalf of the company. The expenses paid to third parties include expenses relating to reporting services, access charges to its online platform, re-registration costs borne by the custodian and costs in relation to printing and mailing AGM materials. For the year ended 31 December 2016, the depositary paid expenses of approximately USD 214,814 directly to third parties.

 

  

 

208     Statoil, Annual Report on Form 20-F 2016       


 

TAXATION

This section describes the material Norwegian tax consequences that apply to shareholders resident in Norway and to non-resident shareholders in connection with the acquisition, ownership and disposal of shares and American Depositary Shares (ADS). The term “shareholder” refers to both holders of shares and holders of ADSs, unless otherwise explicitly stated.

 

Norwegian tax matters

The outline does not provide a complete description of all tax regulations that might be relevant (i.e. for investors to whom special regulations may be applicable), and is based on current law and practice. Shareholders should consult their professional tax adviser for advice about individual tax consequences.

Taxation of dividends

Corporate shareholders (i.e. limited liability companies and similar entities) residing in Norway for tax purposes are generally subject to tax in Norway on dividends received from Norwegian companies. The basis for taxation is 3% of the dividends received, which is subject to the standard income tax rate. The standard income tax rate has been reduced from 25% in 2016 to 24% in 2017.

Individual shareholders resident in Norway for tax purposes are subject to the standard income tax rate (reduced from 25% in 2016 to 24% in 2017) in Norway for dividend income exceeding a basic tax free allowance. However, in 2017 dividend income exceeding the basic tax free allowance is grossed up with a factor of 1.24 before included in the ordinary taxable income, resulting in an effective tax rate of 29.76% (24% x 1.24). The tax free allowance is computed for each individual share or ADS and corresponds as a rule to the cost price of that share or ADS multiplied by an annual risk-free interest rate. Any part of the calculated allowance for one year that exceeds the dividend distributed for the share or ADS ("unused allowance") may be carried forward and set off against future dividends received for (or gains upon the realisation of, see below) the same share or ADS. Any unused allowance will also be added to the basis for computation of the allowance for the same share or ADS the following year.

Non-resident shareholders are as a rule subject to withholding tax at a rate of 25% on dividends distributed by Norwegian companies. It is the responsibility of the distributing company to deduct the withholding tax when dividends are paid to non-resident shareholders. This withholding tax does not apply to corporate shareholders in the EEA area that document that they are genuinely established and carry on genuine economic business activity within the EEA area, provided that Norway is entitled to receive information from the state of residence pursuant to a tax treaty or other international treaty. If no such treaty exists with the state of residence, the shareholder may instead present confirmation issued by the tax authorities of the state of residence verifying the documentation. Individual shareholders resident for tax purposes in the EEA area may apply to the Norwegian tax authorities for a refund if the tax withheld by the distributing company exceeds the tax that would have been levied on individual shareholders resident in Norway.

The withholding rate of 25% is often reduced in tax treaties between Norway and other countries. The reduced withholding rate will generally only apply to dividends paid on shares held by shareholders who are able to properly demonstrate that they are the beneficial owner and entitled to the benefits of the tax treaty.

 

For holders of shares and ADSs deposited with Deutsche Bank Trust Company Americas (Deutsche Bank), documentation establishing that the holder is eligible for the benefits under the tax treaty with Norway, may be provided to Deutsche Bank. Deutsche Bank has been granted permission by the Norwegian tax authorities to receive dividends from us for redistribution to a beneficial owner of shares and ADSs at the applicable treaty withholding rate.

Dividends paid to shareholders (either directly or through a depositary) who have not provided the relevant documentation to the relevant party that they are eligible for the reduced rate, will be subject to withholding tax of 25%. The beneficial owners will in this case have to apply to the Central Office - Foreign Tax Affairs for a refund of the excess amount of tax withheld.

Corporate shareholders that carry on business activities in Norway, and whose shares or ADSs are effectively connected with such activities are not subject to withholding tax. For such shareholders, 3% of the received dividends are subject to the standard income tax rate (reduced from 25% in 2016 to 24% in 2017).

Taxation on the realisation of shares and ADSs

Corporate shareholders resident in Norway for tax purposes are not subject to tax in Norway on gains derived from the sale, redemption or other disposal of shares or ADSs in Norwegian companies. Capital losses are not deductible.

 

Individual shareholders residing in Norway for tax purposes are subject to tax in Norway on the sale, redemption or other disposal of shares or ADSs. Gains or losses in connection with such realisation are included in the individual's ordinary taxable income in the year of disposal, which is subject to the standard income tax rate, being reduced from 25% in 2016 to 24% in 2017. However, in 2017 the taxable gain or deductible loss is grossed up with a factor of 1.24 before included in the ordinary taxable income, resulting in an effective tax rate of 29.76% (24% x 1.24).

The taxable gain or deductible loss (before gross up) is calculated as the sales price adjusted for transaction expenses minus the taxable basis. A shareholder's tax basis is normally equal to the acquisition cost of the shares or ADSs. Any unused allowance pertaining to a share may be

Statoil, Annual Report on Form 20-F 2016      209  


 

deducted from a taxable gain on the same share or ADS, but may not lead to or increase a deductible loss. Furthermore, any unused allowance may not be set off against gains from the realisation of the other shares or ADSs.

If the shareholder disposes of shares or ADSs acquired at different times, the shares or ADSs that were first acquired will be deemed to be first sold (the "FIFO" principle) when calculating gain or loss for tax purposes.

 

From 2017, individual shareholders may hold listed shares in companies resident within EEA through a stock savings account. If the conditions for the stock savings account are met, taxable gain or loss on shares owned through the stock savings account will be payable when deposits are withdrawn from the account whereas loss on shares will be deductible when the account is terminated. Dividends are not comprised by the stock savings account scheme and will thus be taxed pursuant to the ordinary rules described above.

 

A corporate shareholder or an individual shareholder who ceases to be tax resident in Norway due to domestic law or tax treaty provisions may, in certain circumstances, become subject to Norwegian exit taxation on capital gains related to shares or ADSs.

Shareholders not residing in Norway are generally not subject to tax in Norway on capital gains, and losses are not deductible on the sale, redemption or other disposal of shares or ADSs in Norwegian companies, unless the shareholder carries on business activities in Norway and such shares or ADSs are or have been effectively connected with such activities.

Wealth tax

The shares or ADSs are included in the basis for the computation of wealth tax imposed on individuals resident in Norway for tax purposes. Norwegian limited companies and certain similar entities are not subject to wealth tax. The current marginal wealth tax rate is 0.85% of the value assessed. The assessment value of listed shares (including ADSs) is 90% of the listed value of such shares or ADSs on 1 January in the assessment year.

Non-resident shareholders are not subject to wealth tax in Norway for shares and ADSs in Norwegian limited companies unless the shareholder is an individual and the shareholding is effectively connected with the individual's business activities in Norway.

Inheritance tax and gift tax

No inheritance or gift tax is imposed in Norway.

Transfer tax

No transfer tax is imposed in Norway in connection with the sale or purchase of shares or ADSs.

United States tax matters

This section describes the material United States federal income tax consequences for US holders (as defined below) of owning shares or ADSs. It only applies to you if you hold your shares or ADSs as capital assets for tax purposes and are not a member of a special class of holders subject to special rules, including dealers in securities, insurance companies, partnerships, persons liable for the alternative minimum tax, persons that actually or constructively own 10% of the voting stock of Statoil, persons that hold shares or ADSs as part of a straddle or a hedging or conversion transaction, or persons whose functional currency is not USD.

 

This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, and the Convention between the United States of America and the Kingdom of Norway for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Property (the ''Treaty''). These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. For United States federal income tax purposes, if you hold ADRs evidencing ADSs, you will generally be treated as the owner of the ordinary shares represented by those ADRs. Exchanges of shares for ADRs and ADRs for shares will not generally be subject to United States federal income tax.

 

A ''US holder'' is a beneficial owner of shares or ADSs that is: (i) a citizen or resident of the United States; (ii) a United States domestic corporation; (iii) an estate whose income is subject to United States federal income tax regardless of its source; or (iv) a trust if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorised to control all substantial decisions of the trust.

 

You should consult your own tax adviser regarding the United States federal, state and local and Norwegian and other tax consequences of owning and disposing of shares and ADSs in your particular circumstances.

 

Taxation of dividends

The gross amount of any dividend (including any Norwegian tax withheld from the dividend payment) paid by Statoil out of its current or accumulated earnings and profits (as determined for United States federal income tax purposes) is taxable for you when you, in the case of shares, or the depositary, in the case of ADSs, receive the dividend, actually or constructively. If you are a non-corporate US holder, dividends paid to you will be eligible to be taxed at the preferential rates applicable to long-term capital gains as long as, in the year that you receive the dividend, the shares or ADSs are readily tradable on an established securities market in the United States or Statoil is eligible for benefits under the Treaty. To qualify for the preferential rates, you must hold the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before

210     Statoil, Annual Report on Form 20-F 2016       


 

the ex-dividend date and meet certain other requirements. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations.

 

The amount of the dividend distribution that you must include in your income as a US holder will be the value in USD of the payments made in NOK determined at the spot NOK/USD rate on the date the dividend distribution is includible in your income, regardless of whether or not the payment is in fact converted into USD. Distributions in excess of current and accumulated earnings and profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your tax basis in the shares or ADSs and, to the extent in excess of your tax basis, will be treated as capital gain.

 

Subject to certain limitations, the 15% Norwegian tax withheld in accordance with the Treaty and paid to Norway will be creditable or deductible against your United States federal income tax liability, unless a refund of the tax withheld is available to you under Norwegian law. Special rules apply when determining the foreign tax credit limitation with respect to dividends that are subject to the preferential rates. Dividends will be income from sources outside the United States and will generally, depending on your circumstances, be either ''passive'' or ''general'' income for purposes of computing the foreign tax credit allowable to you. Any gain or loss resulting from currency exchange rate fluctuations during the period from the date you include the dividend payment in income until the date you convert the payment into USD will generally be treated as US-source ordinary income or loss and will not be eligible for the special tax rate.

 

Taxation of capital gains

If you sell or otherwise dispose of your shares or ADSs, you will generally recognise a capital gain or loss for United States federal income tax purposes equal to the difference between the value in USD of the amount that you realise and your tax basis, determined in USD, in your shares or ADSs. A capital gain of a non-corporate US holder is generally taxed at preferential rates if the property is held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. If you receive any foreign currency on the sale of shares or ADSs, you may recognise ordinary income or loss from sources within the United States as a result of currency fluctuations between the date of the sale of the shares or ADSs and the date the sales proceeds are converted into USD. You should consult your own tax adviser regarding how to account for payments made or received in a currency other than USD.

 

PFIC rules

We believe that the shares and ADSs should not be treated as stock of a PFIC for United States federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change. If we were to be treated as a PFIC, a gain realised on the sale or other disposition of the shares or ADSs would in general not be treated as a capital gain. Instead, unless you elect to be taxed annually on a mark-to-market basis with respect to the shares or ADSs, you would be treated as if you had realised such gain and certain "excess distributions" ratably over your holding period for the shares or ADSs. Amounts allocated to the year in which the gain is realised or the “excess distribution” is received or to a taxable year before we were classified as a PFIC would be subject to tax at ordinary income tax rates, and amounts allocated to all other years would be taxed at the highest tax rate in effect for each such year to which the gain or distribution was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares or ADSs will be treated as stock in a PFIC if we were a PFIC at any time during the period you held the shares or ADSs. Dividends that you receive from us will not be eligible for the preferential tax rates if we are treated as a PFIC with respect to you, either in the taxable year of the distribution or the preceding taxable year, but will instead be taxable at rates applicable to ordinary income.

 

Foreign Account Tax Compliance Withholding

A 30% withholding tax will be imposed on certain payments to certain non-US financial institutions that fail to comply with information reporting requirements or certification requirements in respect of their direct and indirect United States shareholders and/or United States accountholders. To avoid becoming subject to the 30% withholding tax on payments to them, we and other non-US financial institutions may be required to report information to the IRS regarding the holders of shares or ADSs and to withhold on a portion of payments under the shares or ADSs to certain holders that fail to comply with the relevant information reporting requirements (or hold shares or ADSs directly or indirectly through certain non-compliant intermediaries). However, such withholding will not apply to payments made before January 1, 2019. The rules for the implementation of this legislation have not yet been fully finalised, so it is impossible to determine at this time what impact, if any, this legislation will have on holders of the shares and ADSs.

  

 

Statoil, Annual Report on Form 20-F 2016      211  


 

EXCHANGE RATES

The table below shows the high, low, average and end-of-period exchange rates for the Norwegian krone for USD 1.00 as announced by Norges Bank (Norway's central bank).

 

The average is computed using the quarterly average exchange rates announced by Norges Bank during the period indicated.

 

For the year ended 31 December

Low

High

Average

End of Period

 

 

 

 

 

2012

5.5349

6.1471

5.8172

5.5664

2013

5.4438

6.2154

5.8753

6.0837

2014

5.8611

7.6111

6.3011

7.4332

2015

7.3593

8.8090

8.0637

8.8090

2016

7.9766

8.9578

8.4014

8.6200



 

 

Low

High

 

 

 

2016

 

 

September

8.0517

8.3483

October

7.9766

8.2810

November

8.1780

8.6138

December

8.3662

8.7277

 

 

 

2017

 

 

January

8.2641

8.6676

February

8.1953

8.3868

March (up to and including 8 March 2017)

8.4134

8.4798

 

On 8 March 2017, the exchange rate announced by the Norges Bank for the Norwegian krone was USD 1.00 = NOK 8.4798

 

Fluctuations in the exchange rate between the NOK and USD will affect the amounts in USD received by holders of American Depositary Shares (ADSs) on the conversion of dividends, if any, paid in Norwegian kroner on the ordinary shares, and they may affect the USD price of the ADSs on the New York Stock Exchange.

 

212     Statoil, Annual Report on Form 20-F 2016       


 

MAJOR SHAREHOLDERS

The Norwegian State is the largest shareholder in Statoil, with a direct ownership interest of 67%. Its ownership interest is managed by the Norwegian Ministry of Petroleum and Energy.

 

 

Pursuant to the exchange ratio agreed in connection with the merger with Hydro's oil and gas activities, the State's ownership interest in the merged company was 62.5%, or 1,992,959,739 shares, on 1 October 2007. In accordance with the Norwegian parliament's decision of 2001 concerning a minimum state shareholding in Statoil of two-thirds, the Government built up the State's ownership interest in Statoil by buying shares in the market during the period from June 2008 to March 2009. In March 2009, the Government announced that the State's direct ownership interest had reached 67% and the Government's direct purchase of Statoil shares was completed.

As of 31 December 2016, the Norwegian State had a 67% direct ownership interest in Statoil and a 3.22% indirect interest through the National Insurance Fund (Folketrygdfondet), totaling 70.22%. Also, the Norwegian State has entered into an agreement where it commits for each quarterly dividend where a scrip option is offered to receive newly issued shares for a fraction of its shareholdings equal to the average participation among the other shareholders. This to ensure that the States ownership share is not impacted by the scrip programme.

 

Statoil has one class of shares, and each share confers one vote at the general meeting. The Norwegian State does not have any voting rights that differ from the rights of other ordinary shareholders. Pursuant to the Norwegian Public Limited Liability Companies Act, a majority of at least two-thirds of the votes cast as well as of the votes represented at a general meeting is required to amend our articles of association. As long as the Norwegian State owns more than one-third of our shares, it will be able to prevent any amendments to our articles of association. Since the Norwegian State, acting through the Norwegian Minister of Petroleum and Energy, has in excess of two-thirds of the shares in the company, it has sole power to amend our articles of association. In addition, as majority shareholder, the Norwegian State has the power to control any decision at general meetings of our shareholders that requires a majority vote, including the election of the majority of the corporate assembly, which has the power to elect our board of directors and approve the dividend proposed by the board of directors.

The Norwegian State endorses the principles set out in "The Norwegian Code of Practice for Corporate Governance", and it has stated that it expects companies in which the State has ownership interests to adhere to the code. The principle of ensuring equal treatment of different groups of shareholders is a key element in the State's own guidelines. In companies in which the State is a shareholder together with others, the State wishes to exercise the same rights and obligations as any other shareholder and not act in a manner that has a detrimental effect on the rights or financial interests of other shareholders. In addition to the principle of equal treatment of shareholders, emphasis is also placed on transparency in relation to the State's ownership and on the general meeting being the correct arena for owner decisions and formal

Statoil, Annual Report on Form 20-F 2016      213  


 

resolutions.

214     Statoil, Annual Report on Form 20-F 2016       


 

Shareholders at December 2016

Number of Shares

Ownership in %

 

 

 

 

1

Government of Norway

2,174,183,105

67.00%

2

Folketrygdfondet

104,403,441

3.22%

3

BlackRock Institutional Trust Company, N.A.

29,242,733

0.90%

4

Lazard Asset Management, L.L.C.

28,711,525

0.88%

5

SAFE Investment Company Limited

24,698,519

0.76%

6

INVESCO Asset Management Limited

22,281,500

0.69%

7

Fidelity Management & Research Company

21,301,248

0.68%

8

The Vanguard Group, Inc.

21,120,974

0.65%

9

State Street Global Advisors (US)

18,293,972

0.61%

10

Schroder Investment Management Ltd. (SIM)

19,493,851

0.60%

11

Storebrand Kapitalforvaltning AS

17,611,950

0.54%

12

KLP Forsikring

16,761,633

0.52%

13

DNB Asset Management AS

16,032,525

0.49%

14

UBS Asset Management (UK) Ltd.

12,890,335

0.40%

15

Fidelity Worldwide Investment (UK) Ltd.

11,731,543

0.36%

16

TIAA Global Asset Management

11,413,046

0.35%

17

Allianz Global Investors GmbH

11,397,417

0.35%

18

Epoch Investment Partners, Inc.

11,194,404

0.35%

19

Legal & General Investment Management Ltd.

10,152,188

0.31%

20

AXA Investment Managers UK Ltd.

9,304,532

0.29%

 

 

 

 

Source: Data collected by third party, authorized by Statoil, December 2016.

 

 

 

 

 

 

 

 

 

 

 

EXCHANGE CONTROLS AND LIMITATIONS

 

Under Norwegian foreign exchange controls currently in effect, transfers of capital to and from Norway are not subject to prior government approval. An exception applies to the physical transfer of payments in currency exceeding certain thresholds, which must be declared to the Norwegian custom authorities. This means that non-Norwegian resident shareholders may receive dividend payments without Norwegian exchange control consent as long as the payment is made through a licensed bank or other licensed payment institution.

 

There are no restrictions affecting the rights of non-Norwegian residents or foreign owners to hold or vote for our shares.

 

Statoil, Annual Report on Form 20-F 2016      215  


 

5.2 ACCOUNTING STANDARDS (IFRS) AND non-GAAP MEASURES

 

Since 2007, Statoil has been preparing the Consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and as issued by the International Accounting Standards Board. The IFRS standards have been applied consistently to all periods presented in the Consolidated financial statements. See note 2 Significant accounting policies   to the Consolidated financial statements for a discussion of key accounting estimates and judgements.

 

Non-GAAP MEASURES

Statoil is subject to SEC regulations regarding the use of "non-GAAP financial measures" in public disclosures. Non-GAAP financial measures are defined as numerical measures that either exclude or include amounts that are not excluded or included in the comparable measures calculated and presented in accordance with generally accepted accounting principles, which in Statoil’s case refers to IFRS. The following financial measures may be considered non-GAAP financial measures:

 

·        Return on average capital employed (ROACE)

·        Net debt to capital employed ratio before adjustments

·        Net debt to capital employed ratio adjusted

·        Adjusted earnings after tax

·        Organic capital expenditures

 

For information regarding Organic capital expenditures, see Investments in section 2.9 Liquidity and capital resources.

 

Return on average capital employed (ROACE)

This measure provides useful information for both the group and investors about performance during the period under evaluation. Statoil uses ROACE to measure the return on capital employed, regardless of whether the financing is through equity or debt The use of ROACE should not be viewed as an alternative to income before financial items, income taxes and minority interest, or to net income, which are measures calculated in accordance with GAAP or ratios based on these figures. Impacted by impairments, ROACE was negative 4.7% in 2016 compared to negative 8.9% in 2015 and 3.4% in 2014. The change from 2015 is mainly due to an increase in net income adjusted for financial items.

 

Calculation of numerator and denominator used in ROACE calculation

For the year ended 31 December

 

 

(in USD million, except percentages)

2016

2015

2014

16-15 change

15-14 change

 

 

 

 

 

 

 

Net income for the year

(2,902)

(5,169)

3,887

 

 

- Net financial items

(258)

(1,311)

20

 

 

- Tax on financial items

(75)

1,259

1,466

 

 

+ Accretion expense net after tax

21

(124)

(175)

 

 

 

 

 

 

 

 

 

Net income adjusted for financial Items after tax (A1)

(2,548)

(5,241)

2,226

51%

N/A

 

 

 

 

 

 

 

Capital employed before adjustments to net interest-bearing debt: 1)

 

 

 

 

 

Year End 2016

53,471

 

 

 

 

Year End 2015

54,159

54,159

 

 

 

Year End 2014

 

63,311

63,311

 

 

Year End 2013

 

 

68,092

 

 

 

 

 

 

 

 

 

Sum of capital employed for two years (B1)

107,630

117,470

131,403

 

 

 

 

 

 

 

 

 

Calculated average capital employed:

 

 

 

 

 

Average capital employed before adjustments to net interest-bearing debt (B1/2)

53,815

58,735

65,702

(8%)

(11%)

 

 

 

 

 

 

 

Calculated ROACE:

 

 

 

 

 

Return on average capital employed (A1/(B1/2))

(4.7%)

(8.9%)

3.4%

47%

N/A

 

 

 

 

 

 

 

1)

Capital employed before adjustments for each year is reconciled in the table in section 5.2 Net debt to capital employed ratio.

 

216     Statoil, Annual Report on Form 20-F 2016       


 

Net debt to capital employed ratio

In the Company's view, the calculated net debt to capital employed ratio gives a more complete picture of the Group's current debt situation than gross interest-bearing financial liabilities.

 

The calculation uses balance sheet items relating to gross interest bearing financial liabilities and adjusts for cash, cash equivalents and current financial investments. Certain adjustments are made, such as collateral deposits classified as cash and cash equivalents in the Consolidated balance sheet but considered non cash in the non-GAAP calculations. The financial investments held in Statoil Forsikring AS are excluded in the non-GAAP calculations as they are deemed restricted. These two adjustment are increasing the net debt and give a stricter definition of the net debt to capital employed ratio than the IFRS based definition. Similarly, certain net interest-bearing debts incurred from activities pursuant to the Owners Instruction from the Norwegian State are set off against receivables on the Norwegian State's direct financial interest (SDFI).

 

The net interest-bearing debt adjusted for these items is included in the average capital employed. The table below reconciles the net interest-bearing liabilities adjusted, capital employed and net debt to capital employed adjusted ratio with the most directly comparable financial measure or measures calculated in accordance with IFRS.

  

 

 

 

For the year ended 31 December

Calculation of capital employed and net debt to capital employed ratio

2016

2015

2014

(in USD million, except percentages)

 

 

 

 

 

 

 

 

Shareholders' equity

35,072

40,271

51,225

Non-controlling interests (Minority interest)

27

36

57

 

 

 

 

 

Total equity (A)

35,099

40,307

51,282

 

 

 

 

 

Current bonds, bank loans, commercial papers and collateral liabilities

3,674

2,326

3,561

Bonds, bank loans and finance lease liabilities

27,999

29,965

27,593

 

 

 

 

 

Gross interest-bearing financial liabilities (B)

31,673

32,291

31,154

 

 

 

 

 

Cash and cash equivalents

5,090

8,623

11,182

Current financial investments

8,211

9,817

7,968

 

 

 

 

 

Cash and cash equivalents and current financial investments (C)

13,301

18,440

19,150

 

 

 

 

 

Net interest-bearing liabilities before adjustments (B1) (B-C)

18,372

13,852

12,004

 

 

 

 

 

Other interest-bearing elements 1)

1,216

1,111

1,081

Marketing instruction adjustment 2)

(199)

(214)

(212)

Adjustment for project loan 3)

0

0

(18)

 

 

 

 

 

Net interest-bearing liabilities adjusted (B2)

19,389

14,748

12,855

 

 

 

 

 

Calculation of capital employed:

 

 

 

Capital employed before adjustments to net interest-bearing liabilities (A+B1)

53,471

54,159

63,286

Capital employed adjusted (A+B2)

54,488

55,055

64,137

 

 

 

 

 

Calculated net debt to capital employed:

 

 

 

Net debt to capital employed before adjustments (B1/(A+B1)

34.4%

25.6%

19.0%

Net debt to capital employed adjusted (B2/(A+B2)

35.6%

26.8%

20.0%

 

 

 

 

 

1)

Other interest-bearing elements are cash and cash equivalents adjustments regarding collateral deposits classified as cash and cash

equivalents in the Consolidated balance sheet but considered as non-cash in the non-GAAP calculations as well as financial investments in Statoil Forsikring AS classified as current financial investments.

2)

Marketing instruction adjustment is an adjustment to gross interest-bearing financial debt due to the SDFI part of the financial lease in the Snøhvit vessels that are included in Statoil's Consolidated balance sheet.

3)

Adjustment for project loan is adjustment to gross interest-bearing debt due to the BTC project loan structure.

Statoil, Annual Report on Form 20-F 2016      217  


 

Adjusted earnings after tax

Adjusted earnings are based on net operating income and adjusts for certain items affecting the income for the period in order to separate out effects that management considers may not be well correlated to Statoil's underlying operational performance in the individual reporting period. Management considers adjusted earnings to be a supplemental measure to Statoil's IFRS measures that provides an indication of Statoil's underlying operational performance in the period and facilitates a better understanding of operational trends between the periods, and this metric is used in determining variable remuneration and awards of LTI grants to members of the corporate executive committee. Adjusted earnings adjusts for the following items:

·          Certain gas contracts are, due to pricing or delivery conditions, deemed to contain embedded derivatives, required to be carried at fair value. Certain transactions related to historical divestments include contingent consideration, carried at fair value. The accounting impacts of changes in fair value of the aforementioned are excluded from adjusted earnings. In addition, a djustments are also made for changes in the unrealised fair value of derivatives related to some natural gas trading contracts. Due to the nature of these gas sales contracts, these are classified as financial derivatives to be measured at fair value at the balance sheet date. Unrealised gains and losses on these contracts reflect the value of the difference between current market gas prices and the actual prices to be realised under the gas sales contracts. Only realised gains and losses on these contracts are reflected in adjusted earnings. This presentation best reflects the underlying performance of the business as it replaces the effect of temporary timing differences associated with the re-measurements of the derivatives to fair value at the balance sheet date with actual realised gains and losses for the period

·          Periodisation of inventory hedging effect : Commercial storage is hedged in the paper market. Commercial storage is accounted for by using the lower of cost and market price. If market prices increase above cost price, there will be a loss in the IFRS income statement since the derivatives always reflect changes in the market price. An adjustment is made to reflect the unrealised market value of the commercial storage. As a result, loss on derivatives is matched by a similar adjustment for the exposure being managed. If market prices decrease below cost price, the write-down and the derivative effect in the IFRS income statement will offset each other and no adjustment is made

·          Over/underlift  is accounted for using the sales method and therefore revenues are reflected in the period the product is sold rather than in the period it is produced. The over/underlift position depends on a number of factors related to our lifting programme and the way it corresponds to our entitlement share of production. The effect on income for the period is therefore adjusted, to show estimated revenues and associated costs based upon the production for the period which management believes reflects operational performance and increase comparability with peers

·          Statoil holds operational storage which is not hedged in the paper market due to inventory strategies. Cost of goods sold is measured based on the FIFO (first-in, first-out) method, and includes realised gains or losses that arise due to changes in market prices. These gains or losses will fluctuate from one period to another and are not considered part of the underlying operations for the period

·          Impairment  and  reversal of impairment are excluded from adjusted earnings since they affect the economics of an asset for the lifetime of that asset; not only the period in which it is impaired or the impairment is reversed. Impairment and reversal of impairment can impact both the exploration expenses and the depreciation, amortisation and impairment line items

·          Gain or loss from sales is eliminated from the measure since the gain or loss does not give an indication of future performance or periodic performance; such a gain or loss is related to the cumulative value creation from the time the asset is acquired until it is sold

·          Internal unrealised profit on inventories : Volumes derived from equity oil inventory will vary depending on several factors and inventory strategies, i.e. level of crude oil in inventory, equity oil used in the refining process and level of in-transit cargoes. Internal profit related to volumes sold between entities in the group, and still in inventory at period end, is eliminated according to IFRS (write down to production cost). The proportion of realised versus unrealised gain will fluctuate from one period to another due to inventory strategies and accordingly impact net operating income. This impact is not assessed to be a part of the underlying operational performance, and elimination of internal profit related to equity volumes is excluded in adjusted earnings

·          Other items of income and expense are adjusted when the impacts on income in the period are not reflective of Statoil's underlying operational performance in the reporting period. Such items may be unusual or infrequent transactions but they may also include transactions that are significant which would not necessarily qualify as either unusual or infrequent. Other items can include transactions such as provisions related to reorganisation, early retirement, etc

The measure adjusted earnings after tax excludes net financial items and the associated tax effects on net financial items. It is based on adjusted earnings less the tax effects on all elements included in adjusted earnings (or calculated tax on operating income and on each of the adjusting items using an estimated marginal tax rate). In addition, tax effect related to tax exposure items not related to the individual reporting period is excluded from adjusted earnings after tax. Management considers adjusted earnings after tax, which reflects a normalised tax charge associated with its operational performance excluding the impact of financing, to be a supplemental measure to Statoil's net income. Certain net USD denominated financial positions are held by group companies that have a USD functional currency that is different from the currency in which the taxable income is measured. As currency exchange rates change between periods, the basis for measuring net financial items for IFRS will change disproportionally with taxable income which includes exchange gains and losses from translating the net USD denominated financial positions into the currency of the applicable tax return. Therefore, the effective tax rate may be significantly higher or lower than the statutory tax rate for any given period.

Management considers that adjusted earnings after tax provides a better indication of the taxes associated with underlying operational performance in the period (excluding financing), and therefore better facilitates a comparison between periods. However, the adjusted taxes included in adjusted earnings after tax should not be considered indicative of the amount of current or total tax expense (or taxes payable) for the period.

218     Statoil, Annual Report on Form 20-F 2016       


 

Adjusted earnings and adjusted earnings after tax should be considered additional measures rather than substitutes for net operating income and net income, which are the most directly comparable IFRS measures. There are material limitations associated with the use of adjusted earnings and adjusted earnings after tax compared with the IFRS measures since they do not include all the items of revenues/gains or expenses/losses of Statoil which are needed to evaluate its profitability on an overall basis. Adjusted earnings and adjusted earnings after tax are only intended to be indicative of the underlying developments in trends of our on-going operations for the production, manufacturing and marketing of our products and exclude pre and post-tax impacts of net financial items. We reflect such underlying development in our operations by eliminating the effects of certain items that may not be directly associated with the period's operations or financing. However, for that reason, adjusted earnings and adjusted earnings after tax are not complete measures of profitability. The measures should therefore not be used in isolation.

Adjusted earnings equal the sum of net operating income less all applicable adjustments. Adjusted earnings after tax equals the sum of net operating income less income tax in business areas and adjustments to operating income taking the applicable marginal tax into consideration. See the table below for details.

 

Calculation of adjusted earnings after tax

For the year ended 31 December

(in USD million)

2016

2015

 

 

 

Net operating income

80

1,366

 

 

 

Total revenues and other income

1,020

(924)

Changes in fair value of derivatives

738

356

Periodisation of inventory hedging effect

360

(39)

Impairment from associated companies

25

153

Over-/underlift

232

(96)

Other adjustments

         - 

(53)

Gain/loss on sale of assets

(333)

(1,750)

Provisions

         - 

639

Eliminations

         - 

(133)

 

 

 

Purchases [net of inventory variation]

(9)

262

Operational storage effects

(228)

262

Eliminations

219

         - 

 

 

 

Operating and administrative expenses

617

843

Over-/underlift

(59)

236

Other adjustments

168

322

Gain/loss on sale of assets

86

         - 

Provisions

422

285

 

 

 

Depreciation, amortisation and impairment

1,300

5,990

Impairment

2,946

7,710

Reversal of impairment

(1,646)

(1,649)

Other adjustments

         - 

(72)

 

 

 

Exploration expenses

1,061

2,096

Impairment

1,141

2,265

Reversal of impairment

(149)

(312)

Other adjustments

41

24

Provisions

28

119

 

 

 

Sum of adjustments to net operating income

3,990

8,267

 

 

 

Adjusted earnings

4,070

9,633

 

 

 

Tax on adjusted earnings

(4,277)

(7,168)

 

 

 

Adjusted earnings after tax

(208)

2,465

 

 

Statoil, Annual Report on Form 20-F 2016      219  


 

5.3 LEGAL PROCEEDINGS

Statoil is involved in a number of proceedings globally concerning matters arising in connection with the conduct of its business. No further update is provided on previously reported legal or arbitration proceedings which Statoil does not believe will, individually or in the aggregate, have a significant effect on Statoil’s financial position, profitability, results of operations or liquidity. See also note 9 Income taxes and note 23 Other commitments, contingent liabilities and contingent assets in Consolidated financial statements.

220     Statoil, Annual Report on Form 20-F 2016       


 

5.6 Terms and ABBREVIATIONS

 

Organisational abbreviations

·           ADS – American Depositary Share

·           ADR – American Depositary Receipt

·           ACG - Azeri-Chirag-GunashliX

·           ACQ - Annual contract quantity

·           AFP - Agreement-based early retirement plan

·           AGM - Annual general meeting

·           ÅTS - Åsgard transport system

·           APA - Awards in pre-defined areas

·           ARO - Asset retirement obligation

·           BTC - Baku-Tbilisi-Ceyhan pipeline

·           CCS - Carbon capture and storage

·           CH4 - Methane

·           CO2 - Carbon dioxide

·           DKK - Danish Krone

·           DPI - Development and Production International

·           DPN - Development and Production Norway

·           DPUSA - Development and Production USA

·           DST - Drill Stem Test

·           D&W - Drilling and Well

·           EEA - European Economic Area

·           EFTA - European Free Trade Association

·           EMTN - Euro medium-term note

·           EU - European Union

·           EU ETS - EU Emissions Trading System

·           EUR - Euro

·           EXP - Exploration

·           FPSO - Floating production, storage and offload vessel

·           GAAP - Generally Accepted Accounting Principals

·           GBP - British Pound

·           GBS - Gravity-based structure

·           GDP - Gross domestic product

·           GHG - Greenhouse gas

·           GSB - Global Strategy and Business Development

·           HSE - Health, safety and environment

·           HTHP - High-temperature/high pressure

·           IASB - International Accounting Standards Board

·           ICE - Intercontinental Exchange

·           IEA - International Energy Agency

·           IFRS - International Financial Reporting Standards

·           IOR - Improved oil recovery

·           LNG - Liquefied natural gas

·           LPG - Liquefied petroleum gas

·           MMP - Marketing, Midstream and Processing

·           MPE - Norwegian Ministry of Petroleum and Energy

·           MW - Mega watt

·           NCS - Norwegian continental shelf

·           NES – New Energy Solutions

·           NIOC - National Iranian Oil Company

·           NOK - Norwegian kroner

·           NOx- Nitrogen oxide

·           OECD - Organisation of Economic Co-Operation and Development

·           OML - Oil mining lease

·           OPEC - Organization of the Petroleum Exporting Countries

·           OTC - Over-the-counter

·           OTS - Oil trading and supply department

·           P5+1 – UN Security Council`s five permanent members

·           PDO - Plan for development and operation

·           PDQ – Production drilling quarters

·           PIO - Plan for installation and operation

·           PRD - Project Development organisation

·           PSA - Production sharing agreement

·           PSC – Production sharing contract

Statoil, Annual Report on Form 20-F 2016      221  


 

·           PSR - Procurement and Supplier Relations

·           RDI - Research, Development and Innovation

·           R&D - Research and development

·           ROACE - Return on average capital employed

·           RRR - Reserve replacement ratio

·           SAGD - Steam-assisted gravity drainage

·           SCP - South Caucasus Pipeline System

·           SDFI - Norwegian State's Direct Financial Interest

·           SEC - Securities and Exchange Commission

·           SEK - Swedish Krona

·           SFR - Statoil Fuel & Retail

·           SIF - Serious Incident Frequency

·           TAP - Trans Adriatic Pipeline AG

·           TEX - Technology Excellence

·           TLP - Tension leg platform

·           TPD - Technology, projects and drilling

·           TRIF - Total recordable injuries per million hours worked

·           TSP - Technical service provider

·           UKCS - UK continental shelf

·           USD - United States dollar

·           WTG - Wind Turbine Generators

 

Metric abbreviations etc.

·           bbl - barrel

·           mbbl - thousand barrels

·           mmbbl - million barrels

·           boe - barrels of oil equivalent

·           mboe - thousand barrels of oil equivalent

·           mmboe - million barrels of oil equivalent

·           mmcf - million cubic feet

·           MMBtu - million british thermal units

·           bcf - billion cubic feet

·           tcf - trillion cubic feet

·           scm - standard cubic metre

·           mcm - thousand cubic metres

·           mmcm - million cubic metres

·           bcm - billion cubic metres

·           mmtpa - million tonnes per annum

·           km - kilometre

·           ppm - part per million

·           one billion - one thousand million

 

Equivalent measurements are based upon

·           1 barrel equals 0.134 tonnes of oil (33 degrees API)

·           1 barrel equals 42 US gallons

·           1 barrel equals 0.159 standard cubic metres

·           1 barrel of oil equivalent equals 1 barrel of crude oil

·           1 barrel of oil equivalent equals 159 standard cubic metres of natural gas

·           1 barrel of oil equivalent equals 5,612 cubic feet of natural gas

·           1 barrel of oil equivalent equals 0.0837 tonnes of NGLs

·           1 billion standard cubic metres of natural gas equals 1 million standard cubic metres of oil equivalent

·           1 cubic metre equals 35.3 cubic feet

·           1 kilometre equals 0.62 miles

·           1 square kilometre equals 0.39 square miles

·           1 square kilometre equals 247.105 acres

·           1 cubic metre of natural gas equals 1 standard cubic metre of natural gas

·           1,000 standard cubic meter gas equals 1 standard cubic meter oil equivalent

·           1,000 standard cubic metres of natural gas equals 6.29 boe

·           1 standard cubic foot equals 0.0283 standard cubic metres

·           1 standard cubic foot equals 1000 British thermal units (btu)

·           1 tonne of NGLs equals 1.9 standard cubic metres of oil equivalent

·           1 degree Celsius equals minus 32 plus five-ninths of the number of degrees Fahrenheit

 

Miscellaneous terms

·           Appraisal well: A well drilled to establish the extent and the size of a discovery

222     Statoil, Annual Report on Form 20-F 2016       


 

·           Backwardation and contango are terms used in the crude oil market. Contango is a condition where forward prices exceed spot prices, so the forward curve is upward sloping. Backwardation is the opposite condition, where spot prices exceed forward prices, and the forward curve slopes downward

·           Biofuel: A solid, liquid or gaseous fuel derived from relatively recently dead biological material and is distinguished from fossil fuels, which are derived from long dead biological material

·           BOE (barrels of oil equivalent): A measure to quantify crude oil, natural gas liquids and natural gas amounts using the same basis. Natural gas volumes are converted to barrels on the basis of energy content

·           Clastic reservoir systems: The integrated static and dynamic characteristics of a hydrocarbon reservoir formed by clastic rocks of a specific depositional sedimentary succession and its seal

·           Condensates: The heavier natural gas components, such as pentane, hexane, iceptane and so forth, which are liquid under atmospheric pressure – also called natural gasoline or naphtha

·           Crude oil, or oil: Includes condensate and natural gas liquids

·           Development: The drilling, construction, and related activities following discovery that are necessary to begin production of crude oil and natural gas fields

·           Downstream: The selling and distribution of products derived from upstream activities

·           Equity and entitlement volumes of oil and gas: Equity volumes represent volumes produced under a production sharing agreement (PSA) that correspond to Statoil's percentage ownership in a particular field. Entitlement volumes, on the other hand, represent Statoil's share of the volumes distributed to the partners in the field, which are subject to deductions for, among other things, royalties and the host government's share of profit oil. Under the terms of a PSA, the amount of profit oil deducted from equity volumes will normally increase with the cumulative return on investment to the partners and/or production from the licence. The distinction between equity and entitlement is relevant to most PSA regimes, whereas it is not applicable in most concessionary regimes such as those in Norway, the UK, Canada and Brazil. The overview of equity production provides additional information for readers, as certain costs described in the profit and loss analysis were directly associated with equity volumes produced during the reported years

·           Heavy oil: Crude oil with high viscosity (typically above 10 cp), and high specific gravity. The API classifies heavy oil as crudes with a gravity below 22.3° API. In addition to high viscosity and high specific gravity, heavy oils typically have low hydrogen-to-carbon ratios, high asphaltene, sulphur, nitrogen, and heavy-metal content, as well as higher acid numbers

·           High grade: Relates to selectively harvesting goods, to cut the best and leave the rest. In reference to exploration and production this entails strict prioritisation and sequencing of drilling targets

·           Hydro: A reference to the oil and energy activities of Norsk Hydro ASA, which merged with Statoil ASA

·           IOR (improved oil recovery): Actual measures resulting in an increased oil recovery factor from a reservoir as compared with the expected value at a certain reference point in time. IOR comprises both of conventional and emerging technologies

·           Liquids: Refers to oil, condensates and NGL

·           LNG (liquefied natural gas): Lean gas - primarily methane - converted to liquid form through refrigeration to minus 163 degrees Celsius under atmospheric pressures

·           LPG (liquefied petroleum gas): Consists primarily of propane and butane, which turn liquid under a pressure of six to seven atmospheres. LPG is shipped in special vessels

·           Midstream: Processing, storage, and transport of crude oil, natural gas, natural gas liquids and sulphur

·           Naphtha: inflammable oil obtained by the dry distillation of petroleum

·           Natural gas: Petroleum that consists principally of light hydrocarbons. It can be divided into 1) lean gas, primarily methane but often containing some ethane and smaller quantities of heavier hydrocarbons (also called sales gas) and 2) wet gas, primarily ethane, propane and butane as well as smaller amounts of heavier hydrocarbons; partially liquid under atmospheric pressure

·           NGL (natural gas liquids): Light hydrocarbons mainly consisting of ethane, propane and butane which are liquid under pressure at normal temperature

·           Oil sands: A naturally occurring mixture of bitumen, water, sand, and clay. A heavy viscous form of crude oil

·           Oil and gas value chains: Describes the value that is being added at each step from 1) exploring; 2) developing; 3) producing; 4) transportation and refining; and 5) marketing and distribution

·           Organic capital expenditures: Capital expenditures excluding acquisitions, capital leases and other investments with significant different cash flow pattern

·           Oslo Børs : Oslo stock exchange

·           Peer group: Statoil’s peer group consists of Statoil, Shell, ExxonMobil, OMV, ConocoPhillips, BP, Marathon, Chevron, Total, Repsol, Anadarko and Eni

·           Petroleum: A collective term for hydrocarbons, whether solid, liquid or gaseous. Hydrocarbons are compounds formed from the elements hydrogen (H) and carbon (C). The proportion of different compounds, from methane and ethane up to the heaviest components, in a petroleum find varies from discovery to discovery. If a reservoir primarily contains light hydrocarbons, it is described as a gas field. If heavier hydrocarbons predominate, it is described as an oil field. An oil field may feature free gas above the oil and contain a quantity of light hydrocarbons, also called associated gas

·           Proved reserves: Reserves claimed to have a reasonable certainty (normally at least 90% confidence) of being recoverable under existing economic and political conditions, and using existing technology. They are the only type the US Securities and Exchange Commission allows oil companies to report

·           Refining reference margin: Is a typical average gross margin of our two refineries, Mongstad and Kalundborg. The reference margin will differ from the actual margin, due to variations in type of crude and other feedstock, throughput, product yields, freight cost, inventory etc

·           Rig year: A measure of the number of equivalent rigs operating during a given period. It is calculated as the number of days rigs are operating divided by the number of days in the period

·           Upstream: Includes the searching for potential underground or underwater oil and gas fields, drilling of exploratory wells, subsequent operating wells which bring the liquids and or natural gas to the surface

·           VOC (volatile organic compounds): Organic chemical compounds that have high enough vapour pressures under normal conditions to significantly vaporise and enter the earth's atmosphere (e.g. gasses formed under loading and offloading of crude oil)

 

Statoil, Annual Report on Form 20-F 2016      223  


 

5.7 Forward-looking statements

 This Annual Report on Form 20-F contains certain forward-looking statements that involve risks and uncertainties, in particular in the sections "Business overview" and "Strategy and market overview". In some cases, we use words such as "aim", "ambition", "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "likely", "objective", "outlook", "may", "plan", "schedule", "seek", "should", "strategy", "target", "will", "goal" and similar expressions to identify forward-looking statements. All statements other than statements of historical fact, including, among others, statements regarding future financial position, results of operations and cash flows; future financial ratios and information; future financial or operational portfolio or performance; future market position and conditions; future credit rating; business strategy; growth strategy; sales, trading and market strategies; research and development initiatives and strategy; market outlook and future economic projections and assumptions; competitive position; projected regularity and performance levels; expectations related to our recent transactions and projects, such as the sale of interests in the Shah Deniz project and the South Caucasus Pipeline,  interests in the Marcellus onshore play in the US, interests in Trans Adriatic Pipeline, interests in Gudrun and acquisition of interests in Eagle Ford in the US, the UK Mariner project, the Peregrino phase II project in Brazil, in addition to the Johan Sverdrup and Aasta Hansteen projects on the NCS, discoveries on the NCS and internationally; our ownership share in Gassled; completion and results of acquisitions, disposals and other contractual arrangements; reserve information; recovery factors and levels; future margins; projected returns; future levels or development of capacity, reserves or resources; future decline of mature fields; planned turnarounds and other maintenance; plans for cessation and decommissioning; oil and gas production forecasts and reporting; growth, expectations and development of production, projects, pipelines or resources; estimates related to production and development levels and dates; operational expectations, estimates, schedules and costs; exploration and development activities, plans and expectations; projections and expectations for upstream and downstream activities; expectations relating to licences; oil, gas, alternative fuel and energy prices and volatility; oil, gas, alternative fuel and energy supply and demand; renewable energy production, industry outlook and carbon capture and storage; organisational structure and policies; planned responses to climate change; technological innovation, implementation, position and expectations; future energy efficiency; projected operational costs or savings; our ability to create or improve value; future sources of financing; exploration and project development expenditure; our goal of safe and efficient operations; effectiveness of our internal policies and plans; our ability to manage our risk exposure; our liquidity levels and management; estimated or future liabilities, obligations or expenses; expected impact of currency and interest rate fluctuations; expectations related to contractual or financial counterparties; capital expenditure estimates and expectations; projected outcome, impact or timing of HSE regulations; HSE goals and objectives of management for future operations; expectations related to regulatory trends; impact of PSA effects; projected impact or timing of administrative or governmental rules, standards, decisions, standards or laws (including taxation laws); projected impact of legal claims against us; plans for capital distribution and amounts of dividends are forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described above in "Risk review", and in "Operational review", and elsewhere in this Annual Report on Form 20-F.

 

These forward-looking statements reflect current views about future events and are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including levels of industry product supply, demand and pricing; exchange rate and interest rate fluctuations; the political and economic policies of Norway and other oil-producing countries; EU directives; general economic conditions; political and social stability and economic growth in relevant areas of the world; Euro-zone uncertainty; global political events and actions, including war, terrorism and sanctions; security breaches, including breaches of our digital infrastructure (cybersecurity); changes or uncertainty in or non-compliance with laws and governmental regulations; the timing of bringing new fields on stream; an inability to exploit growth opportunities; material differences from reserves estimates; unsuccessful drilling; an inability to find and develop reserves; ineffectiveness of crisis management systems; adverse changes in tax regimes; the development and use of new technology, particularly in the renewable energy sector; geological or technical difficulties; operational problems; operator error; inadequate insurance coverage; the lack of necessary transportation infrastructure when a field is in a remote location and other transportation problems; the actions of competitors; the actions of field partners; the actions of the Norwegian state as majority shareholder; counterparty defaults; natural disasters, adverse weather conditions, climate change, and other changes to business conditions; failure to meet our ethical and social standards; an inability to attract and retain personnel and other factors discussed elsewhere in this report.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that our future results, level of activity, performance or achievements will meet these expectations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Unless we are required by law to update these statements, we will not necessarily update any of these statements after the date of this Annual Report, either to make them conform to actual results or changes in our expectations.

 

224     Statoil, Annual Report on Form 20-F 2016       


 

5.8 Signature page

 The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.

 

 

STATOIL ASA

(Registrant)

 

 

By:            /s/Hans Jakob Hegge                 

Name:       Hans Jakob Hegge

Title:         Executive Vice President and Chief Financial Officer

 

 

Dated:  17 March 2017

 

Statoil, Annual Report on Form 20-F 2016      225  


 

5.9 Exhibits

The following exhibits are filed as part of this Annual Report:

 

Exhibit no

Description

 

 

 

Exhibit 1

Articles of Association of Statoil ASA, as amended, effective from 26 October 2016 (English translation).

Exhibit 2.1

Form of Indenture among Statoil ASA (formerly known as StatoilHydro ASA), Statoil Petroleum AS (formerly known as Statoil Hydro Petroleum AS) and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of Statoil ASA’s and Statoil Petroleum AS’s Post‐Effective Amendment No. 1 to their Registration Statement on Form F‐3 (File No. 333‐143339) filed with the Commission on April 2, 2009).

Exhibit 2.2

Amended and Restated Agency Agreement, dated as of 5 February 2016, by and among Statoil ASA, as Issuer, Statoil Petroleum AS as Guarantor, the Bank of New York Mellon, as Agent and the Bank of New York Mellon (Luxembourg) S.A. as Paying Agent in respect of a €20,000,000 Euro Medium Term Note Programme.

Exhibit 2.3

Deed of Covenant, dated as of 5 February 2016, of Statoil ASA in respect of a €20,000,000 Euro Medium Term Notes Programme.

Exhibit 2.4

Deed of Guarantee, dated as of 5 February 2016, of Statoil Petroleum AS in respect of a €20,000,000 Euro Medium Term Notes Programme.

Exhibit 4(a)(i)

Technical Services Agreement between Gassco AS and Statoil Petroleum AS, dated November 24, 2010.

Exhibit 4(c)

Employment agreement with Eldar Sætre as of 4 February 2015.

Exhibit 7

Calculation of ratio of earnings to fixed charges.

Exhibit 8

Subsidiaries (see Significant subsidiaries included in section 2.7 Corporate in this Annual Report).

Exhibit 12.1

Rule 13a-14(a) Certification of Chief Executive Officer.

Exhibit 12.2

Rule 13a-14(a) Certification of Chief Financial Officer.

Exhibit 13.1

Rule 13a-14(b) Certification of Chief Executive Officer. 1)

Exhibit 13.2

Rule 13a-14(b) Certification of Chief Financial Officer. 1)

Exhibit 15(a)(i)

Consent of KPMG AS.

Exhibit 15(a)(ii)

Consent of DeGolyer and MacNaughton.

Exhibit 15(a)(iii)

Report of DeGolyer and MacNaughton.

 

 

 

1)

Furnished only.

 

 

 

The total amount of long term debt securities of Statoil ASA and its subsidiaries authorized under instruments other than those listed above does not exceed 10% of the total assets of Statoil ASA and its subsidiaries on a consolidated basis. The company agrees to furnish copies of any or all such instruments to the Commission upon request.

 

226     Statoil, Annual Report on Form 20-F 2016       


 

5.10 Cross reference to Form 20-F

 

 

Sections

Item 1.

Identity of Directors, Senior Management and Advisers

N/A

Item 2.

Offer Statistics and Expected Timetable

N/A

Item 3.

Key Information

 

 

A. Selected Financial Data

Key Figures and Highlights

 

B. Capitalisation and Indebtedness

N/A

 

C. Reasons for the Offer and Use of Proceeds

N/A

 

D. Risk Factors

2.10 (Risk review—Risk factors)

Item 4.

Information on the Company

 

 

A. History and Development of the Company

Statoil at a Glance; 2.2 (Business Overview); 2.3 (DPN – Development and production Norway); 2.4 (DPI – Development and production international); 2.5 (MMP – Marketing, Midstream and processing); 2.6 (Other group); 2.9 (Liquidity and capital resources—Reviews of cash flows); 2.9 (Liquidity and Capital Resources—Investments); note 4 (Acquisitions and disposals) to Statoil’s Consolidated financial statements)

 

B. Business Overview

2.1 (Strategy and market overview); 2.2 (Business overview); 2.3 (DPN – Development and production Norway); 2.4 (DPI – Development and production international); 2.5 (MMP – Marketing, midstream and processing); 2.6 (Other group); 2.7 (Corporate)

 

C. Organisational Structure

2.2 (Business overview—Corporate structure); 2.2 (Business Overview—Segment reporting); 2.7 (Corporate—Subsidiaries and properties)

 

D. Property, Plants and Equipment

2.3 (DPN – Development and production Norway); 2.4 (DPI – Development and production international); 2.5 (MMP – Marketing, midstream and processing); 2.7 (Corporate—Property, plant and equipment); 2.9 (Liquidity and Capital Resources—Investments); notes   10 (Property, plant and equipment) and 22 (Leases) to Statoil’s Consolidated financial statements

 

Oil and Gas Disclosures

2.8 (Operating and financial performance—Proved oil and gas reserves); 2.8 (Operating and financial performance—Production volumes and pricing); Exhibit 15(a)(iii)

Item 4A.

Unresolved Staff Comments

None

Item 5.

Operating and Financial Review and Prospects

 

 

A. Operating Results

2.8 (Operating and financial performance); 2.7 (Corporate—Applicable laws and regulations); 2.9 (Liquidity and capital resources—Impact of reduced prices); 2.10 (Risk review—Risk management—Managing operational risks); note 25 (Financial instruments: fair value measurement and sensitivity analysis of market risk) to Statoil’s Consolidated financial statements

 

B. Liquidity and Capital Resources

2.9 (Liquidity and capital resources); 2.10 (Risk review—Risk management); notes 5 (Financial risk management), 15 (Trades and other receivables); 18 (Finance debt), 23 (Other commitments, contingent liabilities and contingent assets) and 25 (Financial instruments: fair value measurement and sensitivity analysis of market risk) to Statoil’s Consolidated financial statements

 

C. Research and development, Patents and Licenses, etc.

2.2 (Business overview—Research and development); note 7 (Other expenses) to Statoil’s consolidated financial statements

 

D. Trend Information

passim

 

E. Off‐Balance Sheet Arrangements

2.9 (Liquidity and capital resources—Principal Contractual obligations); 2.9 (Liquidity and capital resources—Off balance sheet arrangements); notes 22 (Leases) and 23 (Other commitments, contingent liabilities and contingent assets) to Statoil’s Consolidated financial statements

 

F. Tabular Disclosure of Contractual Obligations

2.9 (Liquidity and capital resources—Principal contractual obligations)

 

G. Safe Harbor

5.7 (Forward-Looking Statements)

Item 6.

Directors, Senior Management and Employees

 

 

A. Directors and Senior Management

3.5 (Board of directors); 3.6 (Management)

 

B. Compensation

3.7 (Compensation to governing bodies)

 

C. Board Practices

3.4 (Corporate assembly); 3.5 (Board of directors); 3.6 (Management)

 

D. Employees

2.12 (Our people—Employees in Statoil); 2.12 (Our people—Unions and representatives)

 

E. Share Ownership

3.8 (Share ownership); 5.1 (Shareholder information—Shares purchased by the issuer—Statoil’s share savings plan)

Item 7.

Major Shareholders and Related Party Transactions

 

 

A. Major Shareholders

5.1 (Shareholder information—Major shareholders)

 

B. Related Party Transactions

2.7 (Corporate—Related party transactions); note 24 (Related parties) to Statoil’s Consolidated financial statement

 

C. Interests of Experts and Counsel

N/A

Item 8.

Financial Information

 

 

A. Consolidated Statements and Other Financial Information

4.1 (Consolidated financial statements of Statoil); 5.3 (Legal proceedings)

 

B. Significant Changes

note 28 (Subsequent events) to Statoil’s Consolidated financial statements) 

Item 9.

The Offer and Listing

 

 

A. Offer and Listing Details

5.1 (Shareholder information); 5.1 (Shareholder information—Share Prices)

 

B. Plan of Distribution

N/A

 

C. Markets

5.1 (Shareholder Information)

 

D. Selling Shareholders

N/A

 

E. Dilution

N/A

 

F. Expenses of the Issue

N/A

Item 10.

Additional Information

 

 

A. Share Capital

N/A

 

B. Memorandum and Articles of Association

2.10 (Risk review—Risks related to state ownership); 3.1 (Introduction—Articles of association); 3.2 (General meeting of shareholders); 5.1 (Shareholder information); 5.1 (Shareholder Information—Major Shareholders) and note 17 (Shareholders’ Equity and dividends) to Statoil’s Consolidated financial statements

 

C. Material Contracts

N/A

 

D. Exchange Controls

5.1 (Shareholder information—Exchange controls and limitations

 

E. Taxation

5.1 (Shareholder information—Taxation)

 

F. Dividends and Paying Agents

N/A

 

G. Statements by Experts

N/A

 

H. Documents On Display

About this Report

 

I. Subsidiary Information

N/A

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

2.10 (Risk review—Risk management); notes 5 (Financial risk management) and 25 (Financial instruments; fair value measurement and sensitivity analysis of market risk) to Statoil’s Consolidated financial statements

Item 12.

Description of Securities Other than Equity Securities

 

 

A. Debt Securities

N/A

 

B. Warrants and Rights

N/A

 

C. Other Securities

N/A

 

D. American Depositary Shares

5.1 (Shareholder Information—Statoil ADR Programme Fees)

Item 13.

Defaults, Dividend Arrearages and Delinquencies

None

Item 14.

Material Modifications to the Rights of Security Holders and Use of

None

 

Proceeds

 

Item 15.

Controls and Procedures

3.10 (Controls and Procedures);

Item 16A.

Audit Committee Financial Expert

3.5 (Board of Directors—Audit Committee)

Item 16B.

Code of Ethics

3.1 (Introduction—Code of Conduct)

Item 16C.

Principal Accountant Fees and Services

3.9 (External Auditor)

Item 16D.

Exemptions from the Listing Standards for Audit Committees

3.1 (Introduction—Compliance with NYSE listing rules)

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchases

5.1 (Shareholder Information—Shares purchased by the Issuer)

Item 16F.

Changes in Registrant’s Certifying Accountant

N/A

Item 16G.

Corporate Governance

3.1 (Introduction—Compliance with NYSE listing rules)

Item 16H

Mine Safety Disclosure

None

Item 17.

Financial Statements

N/A

Item 18.

Financial Statements

4.1 (Financial statements of Statoil)

Statoil, Annual Report on Form 20-F 2016      227  


 

 



   

228     Statoil, Annual Report on Form 20-F 2016       


ARTICLES OF ASSOCIATION
for
Statoil ASA

(Effective from 26 October 2016)

 

Article 1

The company's name is Statoil ASA. The company is a public limited company.

The object of Statoil ASA is to engage in exploration, production, transportation, refining and marketing of petroleum and petroleum-derived products, and other forms of energy, as well as other business. The activities may also be carried out through participation in or cooperation with other companies.

Article 2

The company's registered office is located in the municipality of Stavanger.

Article 3

The share capital of the company is NOK 8,112,623,528 divided into 3,245,049,411 shares of NOK 2.50 each.

Article 4

The board of directors of the company shall consist of 9-11 members. The board of directors, including the chair and the deputy chair, shall be elected by the corporate assembly. Deputy directors may be elected in respect of the directors elected by and among the employees in accordance with regulations stipulated in or pursuant to the Public Limited Companies Act. The board of directors may be elected for up to two years.

Article 5

The chair of the board alone, the chief executive officer alone or any two directors jointly may sign for the company. The board may grant powers of procuration.

Article 6

The board shall appoint the company's chief executive officer and stipulate his/her salary.

Article 7

The company shall have a corporate assembly consisting of 18 members and deputy members. The annual general meeting shall elect 12 members and four deputy members for these 12 members. Six members and deputies for these six members shall be elected by and among the employees of the company in accordance with regulations stipulated in or pursuant to the Public Limited Companies Act.

The corporate assembly shall elect a chair and deputy chair from and among its members. The corporate assembly shall hold at least 2 meetings annually.

Article 8

The annual general meeting shall be held each year by the end of June. Annual general meetings shall be held in the municipality of Stavanger or Oslo.

Article 9

Documents relating to matters to be dealt with by the company's annual general meeting, including documents which by law shall be included in or attached to the notice of the annual general meeting, do not need to be sent to the shareholders if the documents are accessible on the company's home pages. A shareholder may nevertheless request that documents, which relate to matters to be dealt with by the company's annual general meeting, be sent to him/her.

The annual general meeting shall address and decide the following matters:

  1. Adoption of the annual report and accounts, including the declaration of dividends.
  2. Any other matters which are referred to the annual general meeting by statute law or the articles of association.

 

Shareholders are able to vote in writing, including through electronic communication, in a period before the general meeting. The board of directors can stipulate guidelines for such advance voting. It must be stated in the notice for the general meeting which guidelines have been set.

Article 10

The company shall be responsible for the marketing and sale of the state's petroleum which is produced from the state's direct financial interest (SDFI) on the Norwegian continental shelf, as well as for the marketing and sale of petroleum paid as royalty in accordance with the Petroleum Act of 29 November 1996 No 72. The annual general meeting of the company may by simple majority decide on further instructions concerning the marketing and sale.

Article 11

The duties of the nomination committee are to submit a recommendation to

  1. the annual general meeting for the election of shareholder-elected members and deputy members of the corporate assembly and remuneration of members of the corporate assembly;
  2. the annual general meeting for the election and remuneration of members of the nomination committee;
  3. the corporate assembly for the election of shareholder-elected members of the board of directors and remuneration of the members of the board of directors; and
  4. the corporate assembly for the election of the chair and the deputy chair of the corporate assembly.

The chair of the board of directors and the president and chief executive officer shall be invited, without having the right to vote, to attend at least one meeting of the nomination committee before it makes its final recommendation.

The nomination committee consists of four members who must be shareholders or representatives of shareholders and who shall be independent of the board of directors and the company's management. The members of the nomination committee, including the chair, shall be elected by the annual general meeting. The chair of the nomination committee and one other member shall be elected from among the shareholder-elected members of the corporate assembly. The members of the nomination committee are normally elected for a term of two years. Personal deputy members for one or more of the nomination committee's members may be elected in accordance with the same criteria as described above. A deputy member only meets for the member if the appointment of that member terminates before the term of office has expired.

If the appointment of a member of the nomination committee terminates before the term of office has expired, the election of a new member can be deferred until the next general meeting of shareholders. If that member has a personal deputy member, the deputy member will function as a member of the nomination committee until a new election has been held. If the appointment of the chair terminates before his/her term of office has expired, the committee elects from among its members a new chair to hold office until the next general meeting of shareholders.

The annual general meeting stipulates the remuneration to be paid to members of the nomination committee. The company will cover the costs of the nomination committee.

The general meeting may adopt instructions for the nomination committee.

 

AMENDED AND RESTATED AGENCY AGREEMENT

5 FEBRUARY 2016

STATOIL ASA
as Issuer

and

STATOIL PETROLEUM AS
as Guarantor

THE BANK OF NEW YORK MELLON
as Agent

and

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
as Paying Agent

in respect of a
€20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

 

ALLEN & OVERY

Allen & Overy LLP

0010155-0002367 ICM:23324846.7

 


 

CONTENTS

Clause   Page

1.

Definitions and Interpretation 4
2. Appointment of Agent and Paying Agents 10
3. Issue of Temporary Global Notes 11
4. Determination of Exchange Date, Issue of Permanent Global Notes and Definitive Notes and Determination of End of Distribution Compliance Period 12
5. Issue of Definitive Notes 13
6. Terms of Issue 13
7. Payments 14
8. Determinations and Notifications in respect of Notes and Interest Determination 16
9. Notice of any Withholding or Deduction 18
10. Duties of the Agent in Connection with early Redemption 18
11. Receipt and Publication of Notices 19
12. Cancellation of Notes, Coupons and Talons 19
13. Issue of Replacement Notes, Coupons and Talons 20
14. Copies of Documents Available for Inspection 21
15. Meetings of Noteholders 21
16. Commissions, Expenses and Review of Fees and Expenses 21
17. Indemnity 22
18. Repayment by the Agent 22
19. Conditions of Appointment 22
20. Communication between the Parties 23
21. Changes in Agent and other Paying Agents 23
22. Merger and Consolidation 25
23. Notification of Changes to Paying Agents 25
24. Change of Specified Office 25
25. Notices and communication 26
26. Taxes and Stamp Duties 26
27. Currency Indemnity 26
28. Amendments 27
29. Descriptive Headings 27
30. Contract (Rights of Third Parties) Act 1999 27
31. Governing Law and Submission to Jurisdiction 27
32. Counterparts 28
33. General 28

 


Schedule   Page
1. Terms and Conditions of the Notes other than VPS Notes 29
2. Forms of Global and Definitive Notes, Coupons and Talons 56
  Part 1       Form of Temporary Global Note 56
  Part 2       Form of Permanent Global Note 64
  Part 3       Form of Definitive Note 72
  Part 4       Form of Coupon 75
  Part 5       Form of Talon 76
3. Form of Deed of Covenant 78
4. Provisions for Meetings of Noteholders 81
5. Form of Put Notice 87
6. Form of Deed Poll 89
7. Form of Issuer – ICSDs Agreement 94
8. Additional Duties of the Agent 98
     
     
Signatories   99
     
     
Appendix    
1. Form of Calculation Agency Agreement 100

 


 

AMENDED AND RESTATED AGENCY AGREEMENT

in respect of a
€20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is made on 5 February 2016

BETWEEN:

 

(1) STATOIL ASA of Forusbeen 50, N-4035 Stavanger, Norway in its capacity as an issuer of Notes under the Programme (the Issuer );

(2) STATOIL PETROLEUM AS of Forusbeen 50, N-4035 Stavanger, Norway (the Guarantor );

(3) THE BANK OF NEW YORK MELLON of One Canada Square, London E14 5AL (the Agent , which expression shall include any successor agent appointed in accordance with clause 21); and

(4) THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. of Vertigo Building - Polaris, 2-4 rue, Eugène Ruppert, L-2453 Luxembourg (together with the Agent, the Paying Agents , which expression shall include any additional or successor paying agent appointed in accordance with clause 21 and Paying Agent shall mean any of the Paying Agents).

WHEREAS:

(A) The parties hereto entered into an amended and restated Agency Agreement (the Previous Agency Agreement ) dated 9 February 2015 in respect of a U.S.$16,000,000,000 Euro Medium Term Note Programme (the Programme ).

(B) The parties hereto wish to make certain modifications to the Previous Agency Agreement.

(C) The Issuer and the Guarantor have entered into an amended and restated programme agreement (as modified and/or restated and/or supplemented from time to time, the Programme Agreement ) dated 5 February 2016 with the Dealers named therein pursuant to which the Issuer may issue Euro Medium Term Notes (the Notes ) in an aggregate nominal amount of up to €20,000,000,000 (or its equivalent in other currencies).

(D) Each issue of Notes (other than VPS Notes) will be initially represented by a temporary global Note exchangeable in whole or in part for definitive Notes or for a permanent global Note which will be exchangeable as described therein for definitive Notes. :

IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Terms and expressions defined in the Programme Agreement or the Notes or used in the applicable Final Terms shall have the same meanings in this Agreement, except where the context requires otherwise or unless otherwise stated.

1.2 Without prejudice to the foregoing:

Authorised Person means any person who is designated in writing by the Issuer from time to time to give Instructions to the Agent under the terms of this Agreement;

 

4


 

CGN means a Temporary Global Note in the form set out in Part 1 of Schedule 2 or a Permanent Global Note in the form set out in Part 2 of Schedule 2, in either case where the applicable Final Terms specify that the Notes are not in New Global Note form;

Clearstream, Luxembourg means Clearstream Banking, société anonyme;

Code means the U.S. Internal Revenue Code of 1986, as amended;

Conditions means, in relation to the Notes of any Series, the terms and conditions endorsed on or incorporated by reference into the Note or Notes constituting such Series, such terms and conditions being in or substantially in the form set out in Schedule 1 or in such other form, having regard to the terms of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer as completed by the Final Terms applicable to the Notes of the relevant Series;

Coupon means an interest coupon appertaining to a Definitive Note (other than a Zero Coupon Note), such coupon being:

(a) if appertaining to a Fixed Rate Note, in the form or substantially in the form set out in Part 4A of Schedule 2 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer; or

(b) if appertaining to a Floating Rate Note, in the form or substantially in the form set out in Part 4B of Schedule 2 or in such other form, having regard to the terms of issue of the Notes of the relevant Series, as may be agreed between the Issuer, the Agent and the relevant Dealer; or

(c) if appertaining to a Definitive Note which is neither a Fixed Rate Note nor a Floating Rate Note, in such form as may be agreed between the Issuer, the Agent and the relevant Dealer,

and includes, where applicable, the Talon(s) appertaining thereto and any replacements for Coupons and Talons issued pursuant to Condition 10;

Couponholders means the several persons who are for the time being holders of the Coupons and shall, unless the context otherwise requires, include the holders of the Talons;

Deed of Covenant means the deed of covenant, as modified and/or restated and/or supplemented from time to time, dated 5 February 2016, substantially in the form set out in Schedule 3, executed as a deed by the Issuer in favour of certain accountholders with Euroclear and Clearstream, Luxembourg;

Deed Poll means any Deed Poll as defined in Condition 15 the form of which is set out in Schedule 6 hereto;

Definitive Note means a definitive Note issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of the Programme Agreement or any other agreement between the Issuer and the relevant Dealer in exchange for either a Temporary Global Note or a Permanent Global Note (all as indicated in the applicable Final Terms), such definitive Note being in the form or substantially in the form set out in Part 3 of Schedule 2 with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer and having the Conditions endorsed thereon or, if permitted by the relevant authority or authorities, incorporating the Conditions by reference and having the applicable Final Terms (or the relevant provisions thereof) either endorsed thereon or attached thereto and (except in the case of a Zero Coupon Note) having Coupons and, where appropriate, Talons attached thereto on issue;

0010155-0002367 ICM:23324846.7

5


 

Distribution Compliance Period has the meaning given to such term in Regulation S under the Securities Act;

Euroclear means Euroclear Bank S.A./N.V.;

Eurosystem-eligible NGN means an NGN which is intended to be held in a manner which would allow Eurosystem eligibility;

FATCA Withholding means any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement);

Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in arrear on a fixed date or dates in each year and on redemption or on such other dates as may be agreed between the Issuer and the relevant Dealer (as indicated in the applicable Final Terms);

Floating Rate Note means a Note on which interest is calculated at a floating rate payable in respect of such period or on such date(s) as may be agreed between the Issuer and the relevant Dealer (as indicated in the applicable Final Terms);

Global Note means a Temporary Global Note and/or a Permanent Global Note, as applicable;

Grandfathering Date means the date that is six months after the date on which final regulations defining the term “foreign passthru payment” are filed with the Federal Register;

Guarantee means the Deed of Guarantee, as modified and/or restated and/or supplemented from time to time, executed by the Guarantor on 5 February 2016 in respect of the Programme;

Instructions means any written notices, directions or instructions received by the Agent from an Authorised Person or from a person reasonably believed by the Agent to be an Authorised Person;

Interest Commencement Date means, in the case of interest-bearing Notes, the date specified in the applicable Final Terms from (and including) which such Notes bear interest, which may or may not be the Issue Date;

Issue Date means the date of issue and purchase of a Note, in each case pursuant to and in accordance with the Programme Agreement or any other agreement between the Issuer and the relevant Dealer, being in the case of any Permanent Global Note or Definitive Note, the same date as the date of issue of the Temporary Global Note which initially represented such Note;

Issue Price means the price, generally expressed as a percentage of the nominal amount of the Notes, at which the Notes will be issued;

Maturity Date means, in relation to a Note, the date on which it is expressed to be redeemable;

NGN means a Temporary Global Note in the form set out in Part 1 of Schedule 2 or a Permanent Global Note in the form set out in Part 2 of Schedule 2, in either case where the applicable Final Terms specify that the Notes are in New Global Note form;

Note means a note denominated in Australian Dollars, Canadian Dollars, Danish Kroner, Euro, Hong Kong Dollars, Japanese Yen, New Zealand Dollars, Norwegian Kroner, South African Rand, Sterling, Swedish Kronor, Swiss Francs, U.S. Dollars or such other currency or currencies as may be

0010155-0002367 ICM:23324846.7

6


 

agreed between the Issuer and the relevant Dealer issued or to be issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer and which shall initially be represented by, and comprised in, a Temporary Global Note which may (in accordance with the terms of such Temporary Global Note) be exchanged for either Definitive Notes or a Permanent Global Note which Permanent Global Note may (in accordance with the terms of such Permanent Global Note) in turn be exchanged for Definitive Notes (all as indicated in the applicable Final Terms) and includes any replacements for a Note issued pursuant to Condition 10;

Noteholders means the several persons who are for the time being holders of the Notes save that, in respect of the Notes of any Series, for so long as such Notes or any part thereof are represented by a Global Note held on behalf of Euroclear and/or of Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of the Notes of such Series (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Agent and any other Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder, holder of Notes and related expressions shall be construed accordingly;

outstanding means, in relation to the Notes of any Series, all the Notes issued other than (a) those which have been redeemed in full in accordance with the Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys wherefor (including all interest (if any) accrued thereon to the date for such redemption and any interest (if any) payable under the Conditions after such date) have been duly paid to the Agent as provided herein (and, where appropriate, notice has been given to the Noteholders of the relevant Series in accordance with Condition 13) and remain available for payment of the relevant Notes and/or Coupons, (c) those which have become void under the Conditions, (d) those which have been purchased and cancelled as provided in the Conditions, (e) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes pursuant to the Conditions, (f) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued pursuant to the Conditions, (g) Temporary Global Notes to the extent that they shall have been duly exchanged for Permanent Global Notes and/or Definitive Notes and Permanent Global Notes to the extent that they shall have been duly exchanged for Definitive Notes, in each case pursuant to their respective provisions and (h) Temporary Global Notes and Permanent Global Notes which have become void in accordance with their terms (provided that at the Relevant Time (as defined in the Deed of Covenant) the Underlying Notes (as defined in the Deed of Covenant) will be deemed to be still outstanding) and,

PROVIDED THAT for each of the following purposes, namely:

(i) the right to attend and vote at any meeting of the Noteholders or any of them, passing an Extraordinary Resolution (as defined in Schedule 4) in writing or an Extraordinary Resolution by way of electronic consents given through the relevant clearing systems as envisaged by Schedule 4; and

(ii) the determination of how many and which Notes are for the time being outstanding for the purposes of paragraphs 2, 5 and 6 of Schedule 4 hereto,

0010155-0002367 ICM:23324846.7

7


 

those Notes (if any) which are for the time being held by any person (including but not limited to the Issuer or any of its respective Subsidiaries) for the benefit of the Issuer or any of its respective Subsidiaries shall (unless and until ceasing to be so held) be deemed not to be outstanding;

Participating FFI means a “participating FFI” as defined in US Treasury Regulations Section 1.1471-1T(b)(91) (or any successor provision) or any other entity whose payments are subject to FATCA Withholding;

Permanent Global Note means a global note in the form or substantially in the form set out in Part 2 of Schedule 2 together with the copy of the applicable Final Terms attached thereto with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer, comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer in exchange for the whole or part of any Temporary Global Note issued in respect of such Notes;

Put Notice means a notice in the form set out in Schedule 5;

Series means a Tranche of the Notes together with any further Tranche or Tranches of the Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices and the expressions Notes of the relevant Series and holders of Notes of the relevant Series and related expressions shall be construed accordingly;

Specified Time means 11.00 a.m. (London time) in the case of a determination of LIBOR, 11.00 a.m. (Brussels time) in the case of a determination of EURIBOR, 11.00 a.m. (Stockholm time) in the case of a determination of STIBOR or 12.00 noon (Oslo time) in the case of a determination of NIBOR;

Talons means the talons (if any) appertaining to, and exchangeable in accordance with the provisions therein contained for further Coupons appertaining to, a Definitive Note (other than a Zero Coupon Note), such talons being in the form or substantially in the form set out in Part 5 of Schedule 2 or in such other form as may be agreed between the Issuer, the Agent and the relevant Dealer and includes any replacements for Talons issued pursuant to Condition 10;

Temporary Global Note means a global note in the form or substantially in the form set out in Part 1 of Schedule 2 together with the copy of the applicable Final Terms attached thereto with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer, comprising some or all of the Notes of the same Series, issued by the Issuer pursuant to the Programme Agreement or any other agreement between the Issuer and the relevant Dealer;

Tranche means all Notes with the same Issue Date and subject to the same Final Terms; and

Zero Coupon Note means a Note on which no interest is payable.


1.3  (a) Words denoting the singular number only shall include the plural number also and vice versa;

(b) words denoting one gender only shall include the other gender; and

(c) words denoting persons only shall include firms and corporations and vice versa.

1.4 All references in this Agreement to costs or charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof.

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1.5 All references in the Agreement to "the Guarantor" shall be deemed to be deleted in relation to Notes that do not have the benefit of the Guarantee.

1.6 For the purposes of this Agreement, the Notes of each Series shall form a separate series of Notes and the provisions of this Agreement shall apply mutatis mutandis separately and independently to the Notes of each Series and in this Agreement the expressions Notes, Noteholders, Coupons, Couponholders and Talons shall be construed accordingly.

1.7 All references in this Agreement to principal and/or interest or both in respect of the Notes or to any moneys payable by the Issuer under this Agreement shall have the meaning set out in Condition 5(e).

1.8 All references in this Agreement to the relevant currency shall be construed as references to the currency in which the relevant Notes and/or Coupons are denominated.

1.9 In this Agreement, clause headings are inserted for convenience and ease of reference only and shall not affect the interpretation of this Agreement. All references in this Agreement to the provisions of any statute shall be deemed to be references to that statute as from time to time modified, extended, amended or re-enacted or to any statutory instrument, order or regulation made thereunder or under such re-enactment.

1.10 All references in this Agreement to an agreement, instrument or other document (including, without limitation, this Agreement, the Programme Agreement, the Deed of Covenant, the Guarantee, the Procedures Memorandum, the Notes and any Conditions appertaining thereto) shall be construed as a reference to that agreement, instrument or document as the same may be amended, modified, varied or supplemented from time to time.

1.11 Any references herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearance system approved by the Issuer and the Agent or as otherwise specified in Part B of the applied Final Terms.

1.12 All references to the records of Euroclear and Clearstream, Luxembourg shall be to the records that each of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the amount of such customer's interest in the Notes.

1.13 As used herein, in relation to any Notes which are to have a "listing" or be "listed" (i) on the London Stock Exchange, listing and listed shall be construed to mean that such Notes have been admitted to the Official List and admitted to trading on the London Stock Exchange's regulated market and (ii) on any other European Economic Area Stock Exchange, listing and listed shall be construed in a similar manner on or after the date on which the Prospective Directive is implemented in the relevant European Economic Area Member State.

1.14 This Agreement does not apply to the VPS Notes.

1.15 With effect from the date hereof, the provisions of the Previous Agency Agreement shall be amended and restated and shall take effect in the form set out in this Agency Agreement and all references to the Agency Agreement, this Agency Agreement, this Agreement, hereof, hereunder and expressions of similar import in this Agency Agreement shall be construed as references to the Previous Agency Agreement as so amended and restated. Any Notes issued on or after the date hereof shall be issued pursuant to this Agency Agreement. This does not affect any Notes issued prior to the date of this Agreement.

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2. APPOINTMENT OF AGENT AND PAYING AGENTS

2.1 The Agent is hereby appointed, and the Agent hereby agrees to act as issuing and paying agent of the Issuer and the Guarantor upon the terms and subject to the conditions set out below, for the purposes of, inter alia:

(a) completing, authenticating and delivering Global Notes and (if required) completing, authenticating and delivering Definitive Notes;

(b) giving effectuation instructions in respect of each Global Note which is a Eurosystem-eligible NGN;

(c) exchanging Temporary Global Notes for Permanent Global Notes or Definitive Notes, as the case may be, in accordance with the terms of Temporary Global Notes and, in respect of any such exchange, (i) making all notations on Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs;

(d) exchanging Permanent Global Notes for Definitive Notes in accordance with the terms of such Permanent Global Notes and, in respect of any such exchange, (i) making all notations on Permanent Global Notes which are CGNs as required by their terms and (ii) instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Permanent Global Notes which are NGNs;

(e) paying sums due on Global Notes and Definitive Notes and Coupons and instructing Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Global Notes which are NGNs;

(f) exchanging Talons for Coupons in accordance with the Conditions;

(g) determining the end of the Distribution Compliance Period applicable to each Tranche;

(h) arranging on behalf of the Issuer or, as the case may be, the Guarantor, for notices to be communicated to the Noteholders;

(i) ensuring that all necessary action is taken to comply with any reporting requirements of any competent authority in respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme;

(j) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Final Terms which relates to Notes which are to be listed as the relevant authority or authorities may reasonably require;

(k) acting as Calculation Agent in respect of Notes where named as such in the relevant Final Terms; and

(l) performing all other obligations and duties imposed upon it by the Conditions and this Agreement.

2.2 Each Paying Agent is hereby appointed as paying agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on Notes and Coupons and of performing all other obligations and duties imposed upon it by the Conditions and this Agreement. The obligations of the Paying Agents under this Agreement shall be several and not joint.

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2.3 In relation to each issue of Eurosystem-eligible NGNs, the Issuer hereby authorises and instructs the Agent to elect Euroclear and/or Clearstream, Luxembourg as common safekeeper. From time to time, the Issuer and the Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as common safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it.

3. ISSUE OF TEMPORARY GLOBAL NOTES

3.1 Subject to subclause 3.2 below, following receipt of a faxed copy of the Final Terms signed by the Issuer and the Guarantor, the Issuer hereby authorises the Agent and the Agent hereby agrees to take the steps required of the Agent in the Procedures Memorandum. For this purpose the Agent will, inter alia, on behalf of the Issuer:

(a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the applicable master Temporary Global Note;

(b) authenticate such Temporary Global Note;

(c) deliver such Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same;

(d) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the applicable Distribution Compliance Period of such Tranche as notified by the Agent to the relevant Dealer; and

(e) if the Temporary Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes.

3.2 The Agent shall only be required to perform its obligations under 3.1 above if it holds:

(a) a master Temporary Global Note duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Temporary Global Note in accordance with subclause 3.1(a); and

(b) a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing a Permanent Global Note in accordance with clause 4 below.

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3.3 Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Global Note has been effectuated.

4. DETERMINATION OF EXCHANGE DATE, ISSUE OF PERMANENT GLOBAL NOTES AND DEFINITIVE NOTES AND DETERMINATION OF END OF DISTRIBUTION COMPLIANCE PERIOD

4.1 (a) The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Guarantor, the relevant Dealer, Euroclear and Clearstream, Luxembourg.

(b) Where a Temporary Global Note is to be exchanged for a Permanent Global Note, the Agent is hereby authorised on behalf of the Issuer:

(i) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to such Tranche by attaching a copy of the applicable Final Terms to a copy of the applicable master Permanent Global Note;

(ii) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note;

(iii) in the case of the first Tranche of any Series of Notes if the Permanent Global Note is a CGN, to deliver such Permanent Global Note to the common depositary which is holding the Temporary Global Note applicable to such Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for such Temporary Global Note;

(iv) in the case of the first Tranche of any Series of Notes if the Permanent Global Note is an NGN, to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Global Note;

(v) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, by attaching a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and entering details of any exchange in whole or part as aforesaid; and

(vi) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is an NGN, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant Series.

4.2 (a) In the case of a Tranche in respect of which there is only one Dealer, the Agent will determine the end of the Distribution Compliance Period in respect of such Tranche as being the fortieth day following the date certified by the relevant Dealer to the Agent as being the date as of which distribution of the Notes of that Tranche was completed.

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(b) In the case of a Tranche in respect of which there is more than one Dealer but is not issued on a syndicated basis, the Agent will determine the end of the Distribution Compliance Period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Dealers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Dealer was completed.

(c) In the case of a Tranche issued on a syndicated basis, the Agent will determine the end of the Distribution Compliance Period in respect of such Tranche as being the fortieth day following the date certified by the Lead Manager to the Agent as being the date as of which distribution of the Notes of that Tranche was completed.

(d) Forthwith upon determining the end of the Distribution Compliance Period in respect of any Tranche, the Agent shall notify such determination to the Issuer, the Guarantor Euroclear, Clearstream, Luxembourg and the relevant Dealer(s) (in the case of a non-syndicated issue) or the Lead Manager (in the case of a syndicated issue).

5. ISSUE OF DEFINITIVE NOTES

5.1 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent is hereby authorised on behalf of the Issuer:

(a) to authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and

(b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg.

The Agent shall notify the Issuer forthwith upon receipt of a request for issue of (a) Definitive Note(s) in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith).

5.2 The Issuer undertakes to deliver to the Agent sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached to enable the Agent to comply with its obligations under this clause.

6. TERMS OF ISSUE

6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions.

6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of subclause 3.1 the Agent is entitled to treat a telephone or facsimile communication from a person who the Agent believes to be the authorised representative of the Issuer or, as the case may be, the Guarantor, named in the list referred to in, or notified pursuant to, subclause 19.7 as sufficient instructions and authority of the Issuer and the Guarantor for the Agent to act in accordance with subclause 3.1.

6.3 In the event that a person who has signed on behalf of the Issuer any Note not yet issued but held by the Agent in accordance with subclause 3.1 ceases to be authorised as described in subclause 19.7, the Agent shall (unless the Issuer gives written notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the Issuer

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hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the Issuer. Promptly upon such person ceasing to be authorised, the Issuer shall provide the Agent with replacement Notes and upon receipt of such replacement Notes the Agent shall cancel and destroy the Notes held by it which are signed by such person and shall provide to the Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed.

6.4 If the Agent pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been, or will be, received from a Dealer and if the Payment is not received by the Agent on the date the Agent pays the Issuer, the Issuer, failing which the Guarantor, shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as the aggregate of one per cent. and its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer if so required).

6.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the Issuer. The Agent shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such Defaulted Note.

7. PAYMENTS

7.1 The Issuer, failing which the Guarantor will, before 10.00 a.m. (local time in the relevant financial centre of the payment), on each date on which any payment in respect of any Note becomes due, transfer to an account specified by the Agent such amount in the relevant currency as shall be sufficient for the purposes of such payment in funds settled through such payment system as the Agent and the Issuer or, as the case may be, the Guarantor may agree.

7.2 The Issuer, failing which the Guarantor will ensure that no later than 10.00 a.m. (London time) on the Business Day (as defined below) immediately preceding the date on which any payment is to be made to the Agent pursuant to subclause 7.1, the Agent shall receive a payment confirmation from the paying bank of the Issuer.

For the purposes of this clause Business Day means a day which is both:

(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and any other place specified in the applicable Final Terms as an Additional Business Centre; and

(b) either (i) in relation to a payment to be made in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre) and which, if the Specified Currency is New Zealand Dollars, shall be Auckland or (ii) in relation to any sum payable in euro, a day on which the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET 2) System is operating.

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7.3 The Agent shall ensure that payments of both principal and interest in respect of a Temporary Global Note will be made only to the extent that certification of non-U.S. beneficial ownership as required by U.S. securities laws and U.S. Treasury regulations has been received from Euroclear and/or Clearstream, Luxembourg in accordance with the terms thereof.

7.4 Subject to the receipt by the Agent of the payment confirmation as provided in subclause 7.2 above, the Agent or the relevant Paying Agent shall pay or cause to be paid all amounts due in respect of the Notes on behalf of the Issuer (failing which the Guarantor) in the manner provided in the Conditions. If any payment provided for in subclause 7.1 is made late but otherwise in accordance with the provisions of this Agreement, the Agent and each Paying Agent shall nevertheless make payments in respect of the Notes as aforesaid following receipt by it of such payment.

7.5 If for any reason the Agent considers in its reasonable opinion that the amounts to be received by the Agent pursuant to subclause 7.1 will be, or the amounts actually received by it pursuant thereto are, insufficient to satisfy all claims in respect of all payments then falling due in respect of the Notes, neither the Agent nor any Paying Agent shall be obliged to pay any such claims until the Agent has received the full amount of all such payments.

7.6 Without prejudice to subclauses 7.4 and 7.5, if the Agent pays any amounts to the holders of Notes or Coupons or to any Paying Agent at a time when it has not received payment in full in respect of the relevant Notes in accordance with subclause 7.1 (the excess of the amounts so paid over the amounts so received being the Shortfall), the Issuer, failing which the Guarantor will, in addition to paying amounts due under subclause 7.1, pay to the Agent on demand interest (at a rate which represents the aggregate of one per cent. and the Agent's cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Agent of the Shortfall.

7.7 The Agent shall on demand promptly reimburse each Paying Agent for payments in respect of Notes properly made by such Paying Agent in accordance with this Agreement and the Conditions unless the Agent has notified the Paying Agent, prior to the opening of business in the location of the office of the Paying Agent through which payment in respect of the Notes can be made on the due date of a payment in respect of the Notes, that the Agent does not expect to receive sufficient funds to make payment of all amounts falling due in respect of such Notes.

7.8 Whilst any Notes are represented by Global Notes, all payments due in respect of such Notes shall be made to, or to the order of, the holder of the Global Notes, subject to and in accordance with the provisions of the Global Notes. On the occasion of any such payment (i) in the case of a CGN, the Paying Agent to which the Global Note was presented for the purpose of making such payment shall cause the appropriate Schedule to the relevant Global Note to be annotated so as to evidence the amounts and dates of such payments of principal and/or interest as applicable or (ii) in the case of any Global Note which is an NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment.

7.9 If the amount of principal and/or interest then due for payment is not paid in full (otherwise than by reason of a deduction required by law to be made therefrom or by reason of a FATCA Withholding), (i) the Paying Agent to which a Note is presented for the purpose of making such payment shall, unless the Note is an NGN, make a record of such Shortfall on the Note and such record shall, in the absence of manifest error, be prima facie evidence that the payment in question has not to that extent been made or (ii) in the case of any Global Note which is an NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment.

7.10 In the event that (a) the Issuer is or becomes a Participating FFI, (b) Notes are issued or amended (or any terms of the Notes are waived) after the Grandfathering Date and (c) the Issuer or the Guarantor determines in its sole discretion that FATCA Withholding will be required in connection with any

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payment due to the Agent on any Notes, then the Issuer or the Guarantor will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding provided that any such redirected or reorganised payment is otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agent and the Noteholders of any such redirection or reorganisation.

7.11 The Agent shall be entitled to deduct FATCA Withholding, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding.

8. DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND INTEREST DETERMINATION

8.1 Determinations and Notifications

(a) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.

(b) The Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.

(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.

(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.

(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the Issuer, the Guarantor and the other Paying Agents of such fact.

(f) Determinations with regard to Notes shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 to this Agreement.

8.2 Interest Determination, Screen Rate Determination including Fallback Provisions

(a) Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

(i) the offered quotation; or

(ii) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

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(expressed as a percentage rate per annum), for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page as at the Specified Time on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent. If five or more such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

(b) If the Relevant Screen Page is not available or if, in the case of subclause 8.2(a)(i), no such offered quotation appears or, in the case of subclause 8.2(a)(ii), fewer than three such offered quotations appear, in each case as at the time specified in subclause 8.2(a) the Agent shall request each of the Reference Banks to provide the Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Agent with such offered quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Agent.

(c) If on any Interest Determination Date one only or none of the Reference Banks provides the Agent with such offered quotations as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) or the Norwegian inter-bank market (if the Reference Rate is NIBOR) or the Stockholm inter-bank market (if the Reference Rate is STIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) or the Norwegian inter-bank market (if the Reference Rate is NIBOR) or the Stockholm inter-bank market (if the Reference Rate is STIBOR) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period).

(d) If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR, EURIBOR, NIBOR or STIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.

(e) Reference Banks means, in the case of subclause 8.2(a)(i) above, those banks whose offered rates were used to determine such quotation when such quotation last appeared on the Relevant Screen

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Page and, in the case of subclause 8.2(a)(ii) above, those banks whose offered quotations last appeared on the Relevant Screen Page when no fewer than three such offered quotations appeared.

9. NOTICE OF ANY WITHHOLDING OR DEDUCTION

In the event that (a) the Issuer or the Guarantor is or becomes a Participating FFI and (b) Notes are issued or amended (or any terms of the Notes are waived) after the Grandfathering Date, the Issuer will notify the Agent as soon as is practicable of: (i) the fact that the Issuer or the Guarantor is or has become a Participating FFI, and (ii) any other information known to the Issuer and pertaining to the Issuer or, as the case may be, the Guarantor, necessary for the Agent to determine the amount, if any, it is required to withhold or deduct in respect of any FATCA Withholding in relation to any payment under the Notes.

10. DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION

10.1 If the Issuer decides to redeem any Notes for the time being outstanding prior to their Maturity Date in accordance with the Conditions, the Issuer shall, unless otherwise agreed, give notice of such decision to the Agent not less than 15 days before the date on which the Issuer will give notice to the Noteholders in accordance with the Conditions of such redemption in order to enable the Agent to undertake its obligations herein and in the Conditions.

10.2 If some only of the Notes are to be redeemed on such date, the Agent shall make the required drawing in accordance with the Conditions but shall give the Issuer and the Guarantor reasonable notice of the time and place proposed for such drawing and the Issuer shall be entitled to send representatives to attend such drawing.

10.3 The Agent shall publish the notice required in connection with any such redemption and shall at the same time also publish a separate list of the serial numbers of any Notes previously drawn and not presented for redemption. Such notice shall specify the date fixed for redemption, the redemption amount, the manner in which redemption will be effected and, in the case of a partial redemption, the serial numbers of the Notes to be redeemed. Such notice will be published in accordance with the Conditions. The Agent will also notify the other Paying Agents of any date fixed for redemption of any Notes.

10.4 Each Paying Agent will keep a stock of Put Notices and will make such notices available on demand to holders of Notes, the Conditions of which provide for redemption at the option of Noteholders. Upon receipt of any Note deposited in the exercise of such option in accordance with the Conditions, the Paying Agent with which such Note is deposited shall hold such Note (together with any Coupons and Talons relating to it deposited with it) on behalf of the depositing Noteholder (but shall not, save as provided below, release it) until the due date for redemption of the relevant Note consequent upon the exercise of such option, when, subject as provided below, it shall present such Note (and any such Coupons and Talons) to itself for payment of the amount due thereon together with any interest due on such date in accordance with the Conditions and shall pay such moneys in accordance with the directions of the Noteholder contained in the relevant Put Notice. If, prior to such due date for its redemption, such Note becomes immediately due and payable or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned shall post such Note (together with any such Coupons and Talons) by uninsured post to, and at the risk of, the relevant Noteholder unless the Noteholder has otherwise requested and paid the costs of such insurance to the relevant Paying Agent at the time of depositing the Notes at such address as may have been given by the Noteholder in the relevant Put Notice. At the end of each period for the exercise of such option, each Paying Agent shall promptly notify the Agent of the principal amount of the Notes in respect of which such option has been exercised with it together with their serial numbers and the Agent shall promptly notify such details to the Issuer. The Issuer

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or the Guarantor shall provide to the Agent sufficient supplies of blank Put Notices for such purposes.

11. RECEIPT AND PUBLICATION OF NOTICES

11.1 Forthwith upon the receipt by the Agent of a demand or notice from any Noteholder in accordance with the Conditions the Agent shall forward a copy thereof to the Issuer and the Guarantor.

11.2 On behalf of and at the request and expense of the Issuer (failing which the Guarantor), the Agent shall cause to be published all notices required to be given by the Issuer or the Guarantor to the Noteholders in accordance with the Conditions.

12. CANCELLATION OF NOTES, COUPONS AND TALONS

12.1 All Notes which are redeemed, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, paid or exchanged. In addition, the Issuer and the Guarantor shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer or the Guarantor and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached thereto or surrendered therewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent.

12.2 A certificate stating:

(a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect thereof;

(b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached thereto or delivered therewith;

(c) the aggregate amount paid in respect of interest on the Notes;

(d) the total number by maturity date of Coupons and Talons so cancelled; and

(e) (in the case of Definitive Notes) the serial numbers of such Notes,

shall be given to the Issuer by the Agent as soon as reasonably practicable and in any event upon written request within three months after the date of such repayment or, as the case may be, payment or exchange.

12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons and, forthwith upon destruction, furnish the Issuer upon written request with a certificate of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed.

12.4 Without prejudice to the obligations of the Agent pursuant to subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the Issuer or the Guarantor and cancellation, payment or exchange (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of

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Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Agent shall at all reasonable times make such record available to the Issuer, the Guarantor and any persons authorised by it for inspection and for the taking of copies thereof or extracts therefrom.

12.5 The Agent is authorised by the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Note which is an NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Agent of the same in accordance with subclause 12.1.

12.6 All records and certificates made or given pursuant to this clause and clause 13 shall make a distinction between Notes, Coupons and Talons of each Series.

13. ISSUE OF REPLACEMENT NOTES, COUPONS AND TALONS

13.1 The Issuer will cause a sufficient quantity of additional forms of Notes, Coupons and Talons to be available, upon request, to the Agent at its specified office for the purpose of issuing replacement Notes, Coupons and Talons as provided below.

13.2 The Agent will, subject to and in accordance with the Conditions and the following provisions of this clause, cause to be delivered any replacement Notes, Coupons and Talons which the Issuer may determine to issue in place of Notes, Coupons and Talons which have been lost, stolen, mutilated, defaced or destroyed.

13.3 In the case of a mutilated or defaced Note, the Agent shall ensure that (unless otherwise covered by such indemnity as the Issuer may reasonably require) any replacement Note will only have attached to it Coupons and Talons corresponding to those (if any) attached to the mutilated or defaced Note which is presented for replacement.

13.4 The Agent shall not issue any replacement Note, Coupon or Talon unless and until the claimant therefor shall have:

(a) paid such costs and expenses as may be incurred in connection therewith;

(b) furnished it with such evidence and indemnity as the Issuer may reasonably require; and

(c) in the case of any mutilated or defaced Note, Coupon or Talon, surrendered it to the Agent.

13.5 The Agent shall cancel any mutilated or defaced Notes, Coupons and Talons in respect of which replacement Notes, Coupons and Talons have been issued pursuant to this clause and shall furnish the Issuer with a certificate stating the serial numbers of the Notes, Coupons and Talons so cancelled and, unless otherwise instructed by the Issuer in writing, shall destroy such cancelled Notes, Coupons and Talons and furnish the Issuer with a destruction certificate containing the information specified in subclause 12.3.

13.6 The Agent shall, on issuing any replacement Note, Coupon or Talon, forthwith inform the Issuer and the other Paying Agents of the serial number of such replacement Note, Coupon or Talon issued and (if known) of the serial number of the Note, Coupon or Talon in place of which such replacement Note, Coupon or Talon has been issued. Whenever replacement Coupons or Talons are issued pursuant to the provisions of this clause, the Agent shall also notify the other Paying Agents of the

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maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons or Talons and of the replacement Coupons or Talons issued.

13.7 The Agent shall keep a full and complete record of all replacement Notes, Coupons and Talons issued and shall make such record available at all reasonable times to the Issuer, the Guarantor and any persons authorised by it for inspection and for the taking of copies thereof or extracts therefrom.

13.8 Whenever any Note, Coupon or Talon for which a replacement Note, Coupon or Talon has been issued and in respect of which the serial number is known is presented to the Agent or any of the other Paying Agents for payment, the Agent or, as the case may be, the relevant other Paying Agent shall immediately send notice thereof to the Issuer and the other Paying Agents.

14. COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION

14.1 The Paying Agents shall hold available for inspection at their specified office during normal business hours copies of all documents required to be so available by the Conditions of any Notes or the rules of any relevant Stock Exchange (or any other relevant authority).

14.2 For the above purposes, the Issuer, failing which the Guarantor, shall furnish the Paying Agents with sufficient copies of each of the relevant documents.

15. MEETINGS OF NOTEHOLDERS

15.1 The provisions of Schedule 4 hereto shall apply to meetings of the Noteholders and shall have effect in the same manner as if set out in this Agreement.

15.2 Without prejudice to subclause 15.1, each of the Agent and the other Paying Agents on the request of any Noteholder shall issue voting certificates and block voting instructions in accordance with Schedule 4 and shall forthwith give notice to the Issuer in writing of any revocation or amendment of a block voting instruction. Each of the Agent and the other Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as the Agent shall designate or approve, full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting. The Issuer shall provide to the Agent sufficient supplies of such voting certificates and block voting instructions for such purposes.

16. COMMISSIONS, EXPENSES AND REVIEW OF FEES AND EXPENSES

16.1 The Issuer, failing which the Guarantor agrees to pay to the Agent such fees and commissions as the Issuer, the Guarantor and the Agent shall separately agree in respect of the services of the Agent and the other Paying Agents hereunder together with any expenses reasonably incurred (including legal, printing, postage, fax, cable and advertising expenses) incurred by the Agent and the other Paying Agents in connection with their said services.

16.2 The Agent will make payment of the fees and commissions due hereunder to the other Paying Agents and will reimburse their expenses promptly after the receipt of the relevant moneys from the Issuer or, as the case may be, the Guarantor. Neither the Issuer nor the Guarantor shall be responsible for any such payment or reimbursement by the Agent to the other Paying Agents.

16.3 The parties to this Agreement agree that, at the request of any Agent, the fees and expenses payable under this Clause 16 may be reviewed and increased from time to time in accordance with such Agent’s then current fee levels. In addition, the Agent reserves the right at any time and from time to time to charge the Issuer properly incurred additional fees and expenses in respect of the

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performance by such Agent of services hereunder in respect of any exercise by the Issuer or the Noteholders of any call or put option, exchanges, conversions, solicitations, offers, tenders or any other process that requires communication with the Noteholders.

17. INDEMNITY

17.1 The Issuer, failing which the Guarantor, agrees to indemnify, defend and hold the Agent and its officers, directors, employees, agents and shareholders harmless from and against any and all liabilities that are properly incurred by each of them and their respective officers, directors, employees, agents and shareholders arising directly or indirectly out of or in connection with this Agreement, including, without limitation, any payment made by the Agent relying on information received by it pursuant to Clause 7 and the legal costs and expenses as such expenses are incurred (including, without limitation, the expenses of any experts, counsel, agents or other professional advisers) of investigating, preparing for or defending itself against any action, claim or liability in connection with its performance hereunder. In no event however, shall the Issuer or the Guarantor be obliged to indemnify any Agent and keep any Agent harmless from any fees, expenses, charges and/or liabilities incurred by any Agent as a result of its own fraud, wilful misconduct or negligence.

17.2 The indemnity set out above shall survive the resignation or removal of the Agent or any termination or expiry of this Agreement including any termination under any bankruptcy law or similar.

18. REPAYMENT BY THE AGENT

Upon the Issuer or, as the case may be, the Guarantor being discharged from its obligation to make payments in respect of any Notes pursuant to the relevant Conditions, and provided that there is no outstanding, bona fide and proper claim in respect of any such payments, the Agent shall forthwith on demand pay to the Issuer or, as the case may be, the Guarantor sums equivalent to any amounts paid to it by the Issuer or, as the case may be, the Guarantor for the purposes of such payments.

19. CONDITIONS OF APPOINTMENT

19.1 The Agent shall be entitled to deal with money paid to it by the Issuer or the Guarantor for the purpose of this Agreement in the same manner as other money paid to a banker by its customers except:

(a) that it shall not exercise any right of set-off, lien or similar claim in respect thereof;

(b) as provided in subclause 19.2 below; and

(c) that it shall not be liable to account to the Issuer or the Guarantor for any interest thereon.

19.2 In acting hereunder and in connection with the Notes, the Agent and the other Paying Agents shall act solely as agents of the Issuer and the Guarantor and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Notes, Coupons or Talons.

19.3 The Agent and the other Paying Agents hereby undertake to the Issuer and the Guarantor to perform such obligations and duties, and shall be obliged to perform such duties and only such duties as are herein (including Schedule 8 in the case of the Agent), in the Conditions and in the Procedures Memorandum specifically set forth and no implied duties or obligations shall be read into this Agreement or the Notes against the Agent and the other Paying Agents. Each of the Paying Agents (other than the Agent) agrees that if any information that is required by the Agent to perform the duties set out in Schedule 7 becomes known to it, it will promptly provide such information to the Agent.

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19.4 The Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers.

19.5 Each of the Agent and the other Paying Agents shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Guarantor or any notice, resolution, direction, consent, certificate, affidavit, Note, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer or the Guarantor.

19.6 Any of the Agent and the other Paying Agents and their officers, directors and employees may become the owner of, or acquire any interest in, any Notes, Coupons or Talons with the same rights that it or he would have if the Agent or the relevant other Paying Agent, as the case may be, concerned were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Issuer or the Guarantor and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons or in connection with any other obligations of the Issuer or the Guarantor as freely as if the Agent or the relevant other Paying Agent, as the case may be, were not appointed hereunder.

19.7 The Issuer and the Guarantor shall provide the Agent with a certified copy of the list of persons authorised to execute documents and take action on its behalf in connection with this Agreement and shall notify the Agent immediately in writing if any of such persons ceases to be so authorised or if any additional person becomes so authorised together, in the case of an additional authorised person, with evidence satisfactory to the Agent that such person has been so authorised.

19.8 Notwithstanding any provision of this Agreement to the contrary, the Agent shall not in any event be liable for indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Agent has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise.

20. COMMUNICATION BETWEEN THE PARTIES

A copy of all communications relating to the subject matter of this Agreement between the Issuer, the Guarantor and the Noteholders or Couponholders and any of the Paying Agents (other than the Agent) shall be sent to the Agent by the other relevant Paying Agent.

21. CHANGES IN AGENT AND OTHER PAYING AGENTS

21.1 Each of the Issuer and the Guarantor agrees that, for so long as any Note is outstanding, or until moneys for the payment of all amounts in respect of all outstanding Notes have been made available to the Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein:

(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and

(b) there will at all times be an Agent.

In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 5( d ).

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Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency (as provided in subclause 21.5 below), when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 13.

21.2 The Agent may (subject as provided in subclause 21.4 below) at any time resign as Agent by giving at least 90 days' written notice to the Issuer and the Guarantor of such intention on its part, specifying the date on which its desired resignation shall become effective.

21.3 The Agent may (subject as provided in subclause 21.4 below) be removed at any time by the Issuer and the Guarantor on at least 30 days' notice by the filing with it of an instrument in writing signed on behalf of the Issuer and the Guarantor specifying such removal and the date when it shall become effective.

21.4 Any resignation under subclause 21.2 or removal under subclauses 21.3 or 21.5 shall only take effect upon the appointment by the Issuer and the Guarantor as hereinafter provided, of a successor Agent and (other than in cases of insolvency of the Agent) on the expiry of the notice to be given under clause 23. The Issuer and the Guarantor agree with the Agent that if, by the day falling ten days before the expiry of any notice under subclause 21.2, the Issuer and the Guarantor have not appointed a successor Agent, then the Agent shall be entitled, on behalf of the Issuer and the Guarantor to appoint as a successor Agent in its place a reputable financial institution of good standing which the Issuer shall approve (such approval not to be unreasonably withheld or delayed).

21.5 In case at any time the Agent resigns, or is removed, or becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or a substantial part of its property, or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of it or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Agent, which shall be a reputable financial institution of good standing may be appointed by the Issuer and the Guarantor by an instrument in writing filed with the successor Agent. Upon the appointment as aforesaid of a successor Agent and acceptance by the latter of such appointment and (other than in case of insolvency of the Agent when it shall be of immediate effect) upon expiry of the notice to be given under clause 23 the Agent so superseded shall cease to be the Agent hereunder.

21.6 Subject to subclause 21.1, the Issuer and the Guarantor may, after prior consultation with the Agent, terminate the appointment of any of the other Paying Agents at any time and/or appoint one or more further other Paying Agents by giving to the Agent, and to the relevant other Paying Agent at least 45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent).

21.7 Subject to subclause 21.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving the Issuer, the Guarantor and the Agent at least 45 days' written notice to that effect.

21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent:

(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, deliver the records referred to in subclauses 12.4 and 13.7 to the successor Agent hereunder; and

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(b) shall be entitled to the payment by the Issuer, failing which the Guarantor of its commissions, fees and expenses for the services theretofore rendered hereunder in accordance with the terms of clause 16.

21.9 Upon its appointment becoming effective, a successor Agent and any new Paying Agent shall, without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor or, as the case may be, a Paying Agent with like effect as if originally named as Agent or (as the case may be) a Paying Agent hereunder.

21.10 If either the Issuer or Guarantor is required to withhold or deduct any FATCA Withholding in connection with any payments due on the Notes and such FATCA Withholding would not have arisen but for the Paying Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer or Guarantor will be entitled, during the period in which that Paying Agent is not a person to whom payments are free from FATCA Withholding, to terminate the Paying Agent with 10 day’s notice and such termination will be effective from any such time specified in writing to such Paying Agent.

22. MERGER AND CONSOLIDATION

Any corporation into which the Agent or any other Paying Agent may be merged or converted, or any corporation with which the Agent or any of the other Paying Agents may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent or any of the other Paying Agents shall be a party, or any corporation to which the Agent or any of the other Paying Agents shall sell or otherwise transfer all or substantially all the assets of the Agent or any other Paying Agent, or any corporation to which the Agent or any other Paying Agent shall sell or otherwise transfer all or substantially all of its corporate trust business shall, on the date when such merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Agent or, as the case may be, other Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto, unless otherwise required by the Issuer or the Guarantor, and after the said effective date all references in this Agreement to the Agent or, as the case may be, such other Paying Agent shall be deemed to be references to such corporation. Written notice of any such merger, conversion, consolidation or transfer shall forthwith be given to the Issuer and the Guarantor by the relevant Agent or other Paying Agent.

23. NOTIFICATION OF CHANGES TO PAYING AGENTS

Following receipt of notice of resignation from the Agent or any other Paying Agent and forthwith upon appointing a successor Agent or, as the case may be, further or other Paying Agents or on giving notice to terminate the appointment of any Agent or, as the case may be, other Paying Agent, the Agent (on behalf of and at the expense of the Issuer, failing which the Guarantor) shall give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Noteholders in accordance with the Conditions.

24. CHANGE OF SPECIFIED OFFICE

If the Agent or any other Paying Agent determines to change its specified office it shall (after having, in any such case other than a change of specified office within the same city, obtained the prior written approval of the Issuer and the Guarantor thereto) give to the Issuer, the Guarantor and (if applicable) the Agent written notice of such determination giving the address of the new specified office which shall be in the same city and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Agent (on behalf of the Issuer, failing which the Guarantor) but at its own expense) shall within 15 days of receipt of such notice (unless the appointment of the Agent or the other relevant Paying Agent, as the case may be, is to terminate

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pursuant to clause 21 on or prior to the date of such change) give or cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Noteholders in accordance with the Conditions.

25. NOTICES AND COMMUNICATION

25.1 Any notice or communication given hereunder shall be sufficiently given or served:

(a) if delivered in person to the relevant address specified on the signature pages hereof or other such address as may be notified by the recipients in accordance with this clause and, if so delivered, shall be deemed to have been delivered at time of receipt; or

(b) if sent by facsimile to the relevant number specified on the signature pages hereof or such other address as may be notified by the recipient in accordance with this clause and, if so sent, shall be deemed to have been delivered immediately after transmission provided such transmission is confirmed when an acknowledgement of receipt is received.

25.2 Where a communication is received after business hours it shall be deemed to be received and become effective on the next business day. Every communication shall be irrevocable save in respect of any manifest error therein.

25.3 In no event shall the Agent or any other entity of The Bank of New York Mellon Group be liable for any Losses arising to the Agent or any other entity of The Bank of New York Mellon Group receiving or transmitting any data from any Issuer, any Authorised Person or any party to the transaction via any non-secure method of transmission or communication, such as, but without limitation, by facsimile or email. The parties hereto accept that some methods of communication are not secure and the Agent or any other entity of The Bank of New York Mellon Group shall incur no liability for receiving Instructions via any such non-secure method. The Agent or any other entity of The Bank of New York Mellon Group is authorised to comply with and rely upon any such notice, Instructions or other communications believed by it to have been sent or given by an Authorised Person or an appropriate party to the transaction (or authorised representative thereof). The Issuer or authorised officer of the Issuer shall use all reasonable endeavours to ensure that Instructions transmitted to the Agent or any other entity of The Bank of New York Mellon Group pursuant to this Agreement are complete and correct. Any Instructions shall be conclusively deemed to be valid Instructions from the Issuer or authorised officer of the Issuer to the Agent or any other entity of The Bank of New York Mellon Group for the purposes of this Agreement.

26. TAXES AND STAMP DUTIES

The Issuer, failing which the Guarantor, agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Agreement.

27. CURRENCY INDEMNITY

If, under any applicable law and whether pursuant to a judgment being made or registered against the Issuer and/or the Guarantor or in the liquidation, insolvency or analogous process of the Issuer and/or the Guarantor or for any other reason, any payment under or in connection with this Agreement is made or falls to be satisfied in a currency (the other currency) other than that in which the relevant payment is expressed to be due (the required currency) under this Agreement, then, to the extent that the payment (when converted into the required currency at the rate of exchange on the date of payment or, if it is not practicable for the Agent or the relevant other Paying Agent to purchase the required currency with the other currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or analogous process at the rate of exchange on the latest date permitted by applicable

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law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the Agent or the relevant other Paying Agent falls short of the amount due under the terms of this Agreement, the Issuer and the Guarantor jointly and severally undertake that they shall, as a separate and independent obligation, indemnify and hold harmless the Agent and each other Paying Agent against the amount of such shortfall. For the purpose of this clause, rate of exchange means the rate at which the Agent or the relevant other Paying Agent is able on the relevant date to purchase the required currency with the other currency and shall take into account any premium and other costs of exchange.

28. AMENDMENTS

This Agreement may be amended in writing by agreement between the Issuer, the Guarantor, the Agent and the other Paying Agents, but without the consent of any Noteholder or Couponholder, for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained herein or in any manner which the parties may mutually deem necessary or desirable and which shall not be materially prejudicial to the interests of the Noteholders. The Issuer, the Guarantor and the Agent may also agree any modification pursuant to Condition 14 of the Notes.

29. DESCRIPTIVE HEADINGS

The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

30. CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Agency Agreement or any agency agreement supplemental hereto has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agency Agreement or any agency agreement supplemental hereto, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

31. GOVERNING LAW AND SUBMISSION TO JURISDICTION

31.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

31.2 The courts of England are to have exclusive jurisdiction to settle any disputes which may arise of out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and accordingly any legal action or proceedings arising out of or in connection with this Agreement ( Proceedings ) (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Paying Agents and, to the extent allowed by applicable law, shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

The Issuer and the Guarantor irrevocably appoints Statoil (U.K.) Limited (whose offices are at the date of this Agreement at One Kingdom Street, Paddington Central, London W2 6BD) as their authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for service of process, the Issuer and/or the Guarantor, as the case may be, shall forthwith, on request of the Agent, appoint a new agent for service of process in England and deliver

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to the Agent a copy of the new agent's acceptance of that appointment within 30 days. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

32. COUNTERPARTS

32.1 This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

33. GENERAL

33.1 If any provision in or obligation under this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Agreement, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

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SCHEDULE 1

TERMS AND CONDITIONS OF THE NOTES OTHER THAN VPS NOTES

The following are the Terms and Conditions of the Notes other than VPS Notes which will be incorporated by reference into each global Note and each definitive Note, in the latter case only if permitted by the relevant stock exchange or listing authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each temporary global Note, permanent global Note and definitive Note. Reference should be made to "Form of Final Terms" above for a description of the content of Final Terms which will include certain terms used in the following Terms and Conditions or specify which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by Statoil ASA ( the Issuer ) pursuant to the Agency Agreement (as defined below).

References herein to the Notes shall be references to the Notes of this Series and shall mean:

(i) in relation to any Notes represented by a global Note, units of each Specified Denomination in the Specified Currency;

(ii) definitive Notes issued in exchange for a global Note; and

(iii) any global Note.

The Notes and the Coupons (as defined below) also have the benefit of an amended and restated Agency Agreement (such Agency Agreement, as modified and/or restated and/or supplemented from time to time, the Agency Agreement ) dated 5 February 2016 and made among the Issuer, Statoil Petroleum AS (the Guarantor ), The Bank of New York Mellon as issuing and principal paying agent and agent bank (the Agent , which expression shall include any successor agent specified in the applicable Final Terms) and the other paying agents named therein (together with the Agent, the Paying Agents , which expression shall include any additional or successor paying agents).

If so indicated in the applicable Final Terms, the Notes will have the benefit of the deed of guarantee executed by the Guarantor (such deed as modified and/or restated and/or supplemented from time to time, the Guarantee ) dated 5 February 2016.

Interest bearing definitive Notes have interest coupons ( Coupons ) and in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons.

The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note and complete these Terms and Conditions. References to the applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

Any reference to Noteholders shall mean the holders of the Notes, and shall, in relation to any Notes represented by a global Note, be construed as provided below. Any reference herein to

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Couponholders shall mean the holders of any Coupons, and shall, unless the context otherwise requires, include the holders of any Talons.

As used herein, Tranche means all Notes with the same Issue Date and which are subject to the same Final Terms and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

The Noteholders and the Couponholders are entitled to the benefit of the Deed of Covenant (such Deed of Covenant, as modified and/or restated and/or supplemented from time to time, the Deed of Covenant ) dated 5 February 2016 and made by the Issuer. The original of the Deed of Covenant is held by a common depositary on behalf of Euroclear (as defined below) and Clearstream, Luxembourg (as defined below).

Copies of the Agency Agreement and the Deed of Covenant are available for inspection during normal business hours at the specified office of each of the Agent and the other Paying Agents. When the Notes are to be admitted to trading on the regulated market of the London Stock Exchange plc, the applicable Final Terms will be published on the website of the London Stock Exchange plc through a regulatory information service. The applicable Final Terms will, during normal business hours, be available for viewing at and copies may be obtained from the registered office of the Issuer and from the specified office of each of the Paying Agents by a Noteholder upon such Noteholder producing evidence satisfactory to the relevant Paying Agent as to identity. The Noteholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement and the applicable Final Terms which are applicable to them.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

1. Form, Denomination and Title

The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency ) and the denominations (the Specified Denomination(s) ) specified in the applicable Final Terms. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.

This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.

Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Terms and Conditions are not applicable.

Subject as set out below, title to the Notes and Coupons will pass by delivery. The Issuer, the Guarantor, and any Paying Agent may deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any global Note, without prejudice to the provisions set out in the next succeeding paragraph.

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For so long as any of the Notes is represented by a global Note held on behalf of Euroclear Bank S.A./N.V. ( Euroclear ) and/or Clearstream Banking, société anonyme ( Clearstream, Luxembourg ) each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor (in the case of Notes having the benefit of the Guarantee), the Agent and any other Paying Agent as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant global Note shall be treated by the Issuer, the Guarantor (in the case of Notes having the benefit of the Guarantee), the Agent and any other Paying Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. Notes which are represented by a global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear or of Clearstream, Luxembourg, as the case may be.

2. Status of the Notes and the Guarantee

(a) Status of the Notes

The Notes and the relative Coupons (if any) constitute (subject to Condition 3) unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the relative Coupons (if any) shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 3, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.

(b) Status of Guarantee

The obligations of the Guarantor under the Guarantee constitute (subject to Condition 3 below) unsecured and unsubordinated obligations of the Guarantor and shall at all times rank pari passu and without any preference among themselves and (with the exception of obligations in respect of national and local taxes and certain other statutory exceptions and subject as aforesaid) at least equally with all its other present and future unsecured and unsubordinated obligations.

3. Negative Pledge

(a) So long as any Note or Coupon remains outstanding (as defined in the Agency Agreement):

(i) the Issuer and (in the case of Notes having the benefit of the Guarantee) the Guarantor will not create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest (Security) upon the whole or any part of its undertaking, assets or revenues present or future to secure any of its Relevant Debt, or any guarantee of or indemnity in respect of any Relevant Debt of any other person; or

(ii) the Issuer and (in the case of Notes having the benefit of the Guarantee) the Guarantor will procure that no other person creates or permits to subsist any Security upon the whole or any part of the undertaking, assets or revenues present or future of that other person to secure any of the Issuer's or Guarantor's (in the

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case of Notes having the benefit of the Guarantee) Relevant Debt, or any guarantee of or indemnity in respect of any of the Issuer's or Guarantor's (in the case of Notes having the benefit of the Guarantee) Relevant Debt; or

(iii) the Issuer and (in the case of Notes having the benefit of the Guarantee) the Guarantor will procure that no other person gives any guarantee of, or indemnity in respect of, any of its Relevant Debt,
unless, at the same time or prior thereto, the Issuer's obligations under the Notes and Coupons or (in the case of Notes having the benefit of the Guarantee) the Guarantor's obligations under the Guarantee (if any):

(aa) are secured equally and rateably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be; or

(ab) have the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders.

(b) For the purposes of this Condition:

Relevant Debt means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market.

4. Interest

(a) Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest payable in arrear on the Interest Payment Date(s) in each year and on the Maturity Date if that does not fall on an Interest Payment Date.

If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount(s) so specified.

As used in these Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where a Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:

(A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or

(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount,

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and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

In these Conditions, Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4(a):

(i) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:

(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or

(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and

(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

(ii) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.

In these conditions:

Determination Period means each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date following after, such date); and

sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

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(b) Interest on Floating Rate Notes

(i) Interest Payment Dates

Each Floating Rate Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

(A) the Specified Interest Payment Date(s) (each an Interest Payment Date) in each year specified in the applicable Final Terms; or

(B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each an "Interest Payment Date") which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression, shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day convention specified is:

(1) in any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls in the Specified Period after the preceding applicable Interest Payment Date occurred; or

(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or

(3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or

(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

In this Condition, Business Day means a day which is:

(C) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in any Additional Business Centre (other than TARGET2 System) specified in the applicable Final Terms;

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(D) if TARGET2 System is specified as an Additional Business Centre in the applicable Final Terms, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System ) is open; and

(E) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is New Zealand dollars shall be Auckland) or (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

(ii) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes will be determined in the manner specified in the applicable Final Terms.

(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent under an interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions as amended and updated as at the Issue Date of the first Tranche of the Notes, published by the International Swaps and Derivatives Association, Inc. (the ISDA Definitions ) and under which:

(1) the Floating Rate Option is as specified in the applicable Final Terms;

(2) the Designated Maturity is a period specified in the applicable Final Terms; and

(3) the relevant Reset Date is the day specified in the applicable Final Terms.

For the purposes of this sub-paragraph (A), (i) Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions, (ii) the definition of Banking Day in the ISDA Definitions shall be amended to insert after the words "are open for" in the second line, the word "general" and (iii) Euro-zone means the region comprised of Member States of the European Union that adopt the single currency in accordance with the Treaty.

(B) Screen Rate Determination for Floating Rate Notes

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:

(1) the offered quotation; or

(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate (being either LIBOR or EURIBOR or NIBOR or STIBOR, in each case for the relevant currency and/or period, all as

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specified in the applicable Final Terms) which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service which displays the information) as at the Specified Time on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

If the Relevant Screen Page is not available or if, in the case of Condition 4(b)(ii)(B)(1), no such offered quotation appears or, in the case of Condition 4(b)(ii)(B)(2), fewer than three such offered quotations appear, in each case as at the time specified in Condition 4(b)(ii)(B) the Agent shall request each of the Reference Banks to provide the Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Agent with such offered quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Agent.

If on any Interest Determination Date one only or none of the Reference Banks provides the Agent with such offered quotations as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) or the Norwegian inter-bank market (if the Reference Rate is NIBOR) or the Stockholm inter-bank market (if the Reference Rate is STIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) or the Norwegian inter-bank market (if the Reference Rate is NIBOR) or the Stockholm inter-bank market (if the Reference Rate is STIBOR) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period).

Reference Banks means, in the case of Condition 4(b)(ii)(B)(1) above, those banks whose offered rates were used to determine such quotation when such quotation last appeared on the Relevant Screen Page and, in the case of Condition 4(b)(ii)(B)(2) above, those banks whose offered

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quotations last appeared on the Relevant Screen Page when no fewer than three such offered quotations appeared.

Specified Time means 11.00 a.m. (London time) if the Reference Rate is LIBOR, 11.00 a.m. (Brussels time) if the Reference Rate is EURIBOR, 11.00 a.m. (Stockholm time) if the Reference Rate is STIBOR or 12.00 noon (Oslo time) if the Reference Rate is NIBOR.

(iii) Minimum and/or Maximum Rate of Interest

If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest. If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(iv) Determination of Rate of Interest and Calculation of Interest Amounts

The Agent will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period.

The Agent will calculate the amount of interest (the Interest Amount ) payable on the Floating Rate Notes for the relevant Interest Period by applying the Rate of Interest to:

(A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or

(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4:

(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

(ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;

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(iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;

(iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;

(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

DayCountFraction =

[360x(Y 2 -Y 1 )]+[30x(M 2 -M 1 )]+(D 2 -D 1 )

360

where:

"Y 1 " is the year, expressed as a number, in which the first day of the Interest Period falls:

"Y 2 " is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M 1 " is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M 2 " is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;'

"D 1 " is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D 1 will be 30; and

"D 2 " is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D 1 is greater than 29, in which case D 2 will be 30;

(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

DayCountFraction =

[360x(Y 2 -Y 1 )]+[30x(M 2 -M 1 )]+(D 2 -D 1 )

360

where:

"Y 1 " is the year, expressed as a number, in which the first day of the Interest Period falls:

"Y 2 " is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M 1 " is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M 2 " is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

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"D 1 " is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D 1 will be 30; and

"D 2 " is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D 2 will be 30;

(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

DayCountFraction =

[360x(Y 2 -Y 1 )]+[30x(M 2 -M 1 )]+(D 2 -D 1 )

360

where:

"Y 1 " is the year, expressed as a number, in which the first day of the Interest Period falls:

"Y 2 " is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M 1 " is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M 2 " is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D 1 " is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D 1 will be 30; and

"D 2 " is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31 and D 2 will be 30.

(v) Linear Interpolation

Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified as applicable in the applicable Final Terms) or the relevant Floating Rate Option (where ISDA Determination is specified as applicable in the applicable Final Terms), one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Agent shall determine such rate at such time and by reference to such sources as it determines appropriate.

Designated Maturity means, in relation to Screen Rate Determination, the period of time designated in the Reference Rate.

(vi) Notification of Rate of Interest and Interest Amounts

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The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression "London Business Day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(vii) Certificates to be Final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4(b) by the Agent shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Guarantor (in the case of Notes having the benefit of the Guarantee), the Agent, the other Paying Agents and all Noteholders and Couponholders and (in the absence as aforesaid) no liability to the Issuer, the Guarantor (in the case of Notes having the benefit of the Guarantee), the Noteholders or the Couponholders shall attach to the Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(c) Accrual of Interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

(i) the date on which all amounts due in respect of such Note have been paid; and

(ii) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.

5. Payments

(a) Method of Payment

Subject as provided below:

(i) payments in a Specified Currency other than euro will be made by transfer to an account in the relevant Specified Currency maintained by the payee with, or at the option of the payee by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is New Zealand dollars, shall be Auckland); and

(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or at the option of the payee, by a euro cheque.

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Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7, and (ii) any withholding or deduction required pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code ) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 7) any law implementing an intergovernmental approach thereto.

(b) Presentation of definitive Notes and Coupons

Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).

Fixed Rate Notes in definitive form should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.

If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note.

(c) Payments in respect of global Notes

Payments of principal and interest (if any) in respect of Notes represented by any global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes or otherwise in the manner specified in the relevant global Note, where applicable against presentation or surrender, as the case may be, of such global Note at the specified office of any Paying Agent outside the United States.

A record of each payment made against presentation or surrender of such global Note, distinguishing between any payment of principal and any payment of interest, will be made on such

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global Note either by the Paying Agent to which it was presented or in the records of Euroclear and Clearstream, Luxembourg, as applicable.

(d) General provisions applicable to payments

The holder of a global Note shall be the only person entitled to receive payments in respect of Notes represented by such global Note and the Issuer or, as the case may be, the Guarantor will be discharged by payment to, or to the order of, the holder of such global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantor to, or to the order of, the holder of such global Note.

Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:

(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;

(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and

(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantor (in the case of Notes having the benefit of the Guarantee), adverse tax consequences to the Issuer and the Guarantor (in the case of Notes having the benefit of the Guarantee).

(e) Payment Day

If the date for payment of any amount in respect of any Note or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 8) is:

(i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:

(a) in the case of Notes in definitive form only, the relevant place of presentation;

(b) each Additional Financial Centre (other than TARGET2 System) specified in the applicable Final Terms;.

(ii) if TARGET2 System is specified as an Additional Financial Centre in the applicable Final Terms, a day on which the TARGET2 System is open; and

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(iii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is New Zealand dollars shall be Auckland) or (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open.

(f) Interpretation of Principal and Interest

Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

(i) any additional amounts which may be payable with respect to principal under Condition 7;

(ii) the Final Redemption Amount of the Notes;

(iii) the Early Redemption Amount of the Notes;

(iv) the Optional Redemption Amount(s) (if any) of the Notes;

(v) the Make-Whole Redemption Amount(s) (if any) of the Notes;

(vi) in relation to Zero Coupon Notes, the Amortised Face Amount; and

(vii) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 7.

6. Redemption and Purchase

(a) At Maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

(b) Redemption for Tax Reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice shall be irrevocable), if:

(i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 or (in the case of Notes having the benefit of the Guarantee) the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of the Kingdom of Norway or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or

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amendment becomes effective on or after the Issue Date of the first Tranche of the Notes; and

(ii) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor (in the case of Notes having the benefit of the Guarantee) taking reasonable measures available to it,

provided that no such notice of redemption shall be given earlier than 90 days (or, in the case of Floating Rate Notes, a number of days which is equal to the aggregate of the number of days falling within the then current interest period applicable to the Floating Rate Notes plus 60 days) prior to the earliest date on which the Issuer or, as the case may be, the Guarantor (in the case of Notes having the benefit of the Guarantee) would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Prior to the publication of any notice of redemption pursuant to this Condition 6(b), the Issuer shall deliver to the Agent a certificate signed by two directors of the Issuer or, as the case may be, two directors of the Guarantor (in the case of Notes having the benefit of the Guarantee) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the Guarantor (in the case of Notes having the benefit of the Guarantee) has or will become obliged to pay such additional amounts as a result of such change or amendment.

Notes redeemed pursuant to this Condition 6(b) will be redeemed at their Early Redemption Amount referred to in paragraph (f) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

(c) Redemption at the Option of the Issuer (Issuer Call)

If Issuer Call is specified in the applicable Final Terms, the Issuer shall, having given:

(i) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 13; and

(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Agent;

(which notices shall be irrevocable), redeem all or, if so specified in the applicable Final Terms, some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than a Higher Redemption Amount in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed ( Redeemed Notes ) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) in the case of Redeemed Notes represented by a global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date ). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the date fixed for redemption. No exchange of the relevant global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption

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pursuant to this paragraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 13 at least 15 days prior to the Selection Date.

(d) Make-Whole Redemption

If Make-Whole Redemption is specified as being applicable in the applicable Final Terms, the Issuer may, having given not less than 30 nor more than 60 days' notice (or such other notice period as may be specified in the applicable Final Terms) to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption (the Make-Whole Redemption Date )), redeem all or (if redemption in part is specified as being applicable in the applicable Final Terms) some only of the Notes then outstanding on any Make-Whole Redemption Date and at the Make-Whole Redemption Amount together, if appropriate, with interest accrued to (but excluding) the relevant Make-Whole Redemption Date. If redemption in part is specified as being applicable in the applicable Final Terms, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount in each case as may be specified in the applicable Final Terms.

In the case of a partial redemption of Notes, the Redeemed Notes will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion), in the case of Redeemed Notes represented by a Global Note, on a Selection Date not more than 30 days prior to the Make-Whole Redemption Date. In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the Make-Whole Redemption Date. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the Make-Whole Redemption Date pursuant to this paragraph (d) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 13 at least 15 days prior to the Selection Date.

In this Condition 6(d), Make-Whole Redemption Amount means (A) the outstanding principal amount of the relevant Note or (B) if higher, the sum, as determined by the Calculation Agent, of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Make-Whole Redemption Date on an annual basis at the Reference Rate plus the Make-Whole Redemption Margin specified in the applicable Final Terms, where:

CA Selected Bond means a government security or securities (which, if the Specified Currency is euro, will be a German Bundesobligationen) selected by the Calculation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilised, 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;

Calculation Agent means an independent investment, merchant or commercial bank or financial institution selected by the Issuer for the purposes of calculating the Make-Whole Redemption Amount, and notified to the Noteholders in accordance with Condition 13;

Reference Bond means (A) if CA Selected Bond is specified in the applicable Final Terms, the relevant CA Selected Bond or (B) if CA Selected Bond is not specified in the applicable Final Terms, the security specified in the applicable Final Terms, provided that if the Calculation Agent advises the Issuer that, for reasons of illiquidity or otherwise, the relevant security specified is not appropriate for such purpose, such other central bank or government security as the Calculation Agent may, with the advice of Reference Market Makers, determine to be appropriate;

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Reference Bond Price means (i) the average of three Reference Market Maker Quotations for the relevant Make-Whole Redemption Date, after excluding the highest and lowest Reference Market Maker Quotations, (ii) if the Calculation Agent obtains fewer than three, but more than one, such Reference Market Maker Quotations, the average of all such quotations, or (iii) if only one such Reference Market Maker Quotation is obtained, the amount of the Reference Market Maker Quotation so obtained;

Reference Market Maker Quotations means, with respect to each Reference Market Maker and any Make-Whole Redemption Date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Reference Bond (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent at the Quotation Time specified in the applicable Final Terms on the Reference Rate Determination Day specified in the applicable Final Terms;

Reference Market Makers means three brokers or market makers of securities such as the Reference Bond selected by the Calculation Agent or such other three persons operating in the market for securities such as the Reference Bond as are selected by the Calculation Agent in consultation with the Issuer; and

Reference Rate means, with respect to any Make-Whole Redemption Date, the rate per annum equal to the equivalent yield to maturity of the Reference Bond, calculated using a price for the Reference Bond (expressed as a percentage of its principal amount) equal to the Reference Bond Price for such Make-Whole Redemption Date. The Reference Rate will be calculated on the Reference Rate Determination Day specified in the applicable Final Terms.

(e) Redemption at the Option of the Noteholders (Investor Put)

If Investor Put is specified in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 15 nor more than 30 days' notice the Issuer will, upon the expiry of such notice, redeem, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

If this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must deliver such Note at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice ) and in which the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this paragraph shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the

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Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9.

(f) Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 9, the Notes will be redeemed at the Early Redemption Amount calculated as follows:

(i) in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;

(ii) in the case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Notes are denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the Final Terms, at their nominal amount; or

(iii) in the case of Zero Coupon Notes, at an amount (the Amortised Face Amount ) calculated in accordance with the following formula:

Early Redemption Amount = RP x (I + AY)y

where:

RP means the Reference Price;

AY means the Accrual Yield expressed as a decimal; and

y is the Day Count Fraction specified in the applicable Final Terms which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360 day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360 (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365).

(g) Purchases

The Issuer or the Guarantor (in the case of Notes having the benefit of the Guarantee) may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer or the Guarantor (in the case of Notes having the benefit of the Guarantee), surrendered to any Paying Agent for cancellation.

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(h) Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Coupons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and the Notes purchased and cancelled pursuant to paragraph (g) above (together with all unmatured Coupons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

(i) Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c), (d) or (e) above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph (f)(iii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(ii) five days after the date on which the full amount of the moneys payable has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.

7. Taxation

All payments of principal and interest in respect of the Notes and Coupons by the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Kingdom of Norway or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantor (in the case of Notes having the benefit of the Guarantee) shall pay such additional amounts as will result in receipt by the holders of the Notes or Coupons of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note or Coupon:

(a) presented for payment in the Kingdom of Norway; or

(b) the holder of which is liable for such taxes duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with the Kingdom of Norway other than the mere holding of such Note or Coupon; or

(c) presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such additional amounts on presenting the same for payment on such thirtieth day.

Relevant Date means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received by the Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13.

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8. Prescription

The Notes and Coupons will become void unless claims in respect of principal and/or interest are made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 5(b) or any Talon which would be void pursuant to Condition 5(b).

9. Events of Default

If any one or more of the following events (each an Event of Default ) shall occur and is continuing:

(a) the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor fails to pay any principal or interest on any of the Notes when due and such failure continues, in the case of interest, for a period of fourteen days; or

(b) the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor does not perform or comply with any one or more of its other obligations in the Notes which default is incapable of remedy or is not remedied within 60 days after notice of such default shall have been given to the Agent at its specified office by any Noteholder; or

(c)

(i) there shall have been accelerated because of default the maturity of any other present or future indebtedness in respect of moneys borrowed or raised of the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor; or

(ii) any such indebtedness is not paid at final maturity (as extended by any applicable grace period); or

(iii) the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised,

provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 9(c) have occurred equals or exceeds US$50,000,000 or its equivalent (on the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank on the day on which this Condition 9(c) operates);

(d) the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor; or

(e) an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer, the Guarantor or any Principal Subsidiary, or the Issuer or (in the case of Notes

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having the benefit of the Guarantee) the Guarantor ceases or threatens to cease to carry on all or a material part of its business or operations, except:

(i) in the case of an Asset Transfer, provided that the Subsidiary to which the undertaking of assets are transferred, unconditionally and irrevocably guarantees the obligations of the Issuer under the Notes and Coupons pursuant to a guarantee in the form of a deed poll to be dated on or about the date of the Asset Transfer in the form substantially the same as the Guarantee; or

(ii) for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation:

(a) on terms approved by an Extraordinary Resolution of the Noteholders; or

(b) in the case of a Principal Subsidiary, whereby the undertaking and assets of the Principal Subsidiary are transferred to or otherwise vested in the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor (as the case may be) or another of their Subsidiaries; or

(f) if the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in full force and effect; or

(g) any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in (d) to (f) above,

then any Note may, by notice given in writing to the Agent at its specified office by the holder be declared immediately due and payable whereupon it shall become immediately due and payable at the Early Redemption Amount (as described in Condition 6(f)), together with accrued interest (if any) to the date of repayment, without further formality unless such Event of Default shall have been remedied prior to the receipt of such notice by the Agent.

As used herein:

Asset Transfer means, at any particular time, any transfer or transfers by the Issuer or the Guarantor of all or a material part of the business or operations of the Issuer or, as the case may be, the Guarantor to a Subsidiary of the Issuer;

Principal Subsidiary means at any particular time, a Subsidiary whose total assets represent not less than 10 per cent of the consolidated total assets of the Issuer and its consolidated Subsidiaries as shown by the latest consolidated balance sheet of the Issuer; and

Subsidiary means, at any particular time, a company of which the Issuer or (in the case of Notes having the benefit of the Guarantee) the Guarantor directly or indirectly owns or controls at least a majority of the outstanding voting stock giving power to elect a majority of the Board of Directors of such company.

10. Replacement of Notes, Coupons and Talons

Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent or any Replacement Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or Talons must be surrendered before replacements will be issued.

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11. Agent and Paying Agents

The names of the initial Agent and the other initial Paying Agents and their initial specified offices are set out below.

The Issuer and the Guarantor (in the case of Notes having the benefit of the Guarantee) is entitled to vary or terminate the appointment of any Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the specified office through which any Paying Agent acts, provided that:

(i) so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority;

(ii) there will at all times be a Paying Agent with a specified office outside Norway; and

(iii) there will at all times be an Agent.

In addition, the Issuer and the Guarantor (in the case of Notes having the benefit of the Guarantee) shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 5(d). Notice of any variation, termination, appointment or change in Paying Agents will be given to the Noteholders promptly by the issuer in accordance with Condition 13.

12. Exchange of Talons

On and after the Interest Payment Date, on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8.

13. Notices

All notices regarding the Notes shall be published in a leading English language daily newspaper of general circulation in London. It is expected that such publication will be made in the Financial Times or any other daily newspaper in London. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in both newspapers, on the date of the first publication in both such newspapers.

Until such time as any definitive Notes are issued, there may (provided that, in the case of Notes listed on any stock exchange or admitted to trading by another relevant authority, such stock exchange or relevant authority permits), so long as the global Note(s) is or are held in its/their entirety on behalf of Euroclear and Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg for communication by them to the holders of the Notes. Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg.

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Notices to be given by any holder of the Notes shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are represented by a global Note, such notice may be given by any holder of a Note to the Agent via Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

14. Meetings of Noteholders, Modification and Waiver

The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent in nominal principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of interest on the Notes, (iii) to change the currency of payment of the Notes or the Coupons, (iv) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or cancel the obligations of the Guarantor under the Guarantee, in which case the necessary quorum will be two or more persons holding or representing not less than 75 per cent, or at any adjourned meeting not less than 25 per cent, in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders.

The Agent, the Issuer and (in the case of Notes having the benefit of the Guarantee) the Guarantor may agree, without the consent of the Noteholders or Couponholders, to:

(i) any modification (except as mentioned above) of the Agency Agreement which is not prejudicial to the interests of the Noteholders; or

(ii) any modification of the Notes, the Coupons or the Agency Agreement which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law of the jurisdiction in which the Issuer is incorporated.

Any such modification shall be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter.

15. Substitution

The Issuer, or any previously substituted company, may at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and the Coupons a company (the Substitute ) as principal debtor under the Notes or Coupons in the manner specified in Schedule 6 to the Agency Agreement, provided that no payment in respect of the Notes or the Coupons is at the relevant time overdue. The substitution shall be made by a deed poll (the Deed Poll ), to be substantially in the form exhibited to the Agency Agreement, and may take place only if:

(i) the Substitute shall, by means of the Deed Poll, agree to indemnify each Noteholder and Couponholder against any tax, duty, assessment or governmental charge which is imposed

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on it by (or by any authority in or of) the jurisdiction of the country of the Substitute's residence for tax purposes and/or, if different, of its incorporation with respect to any Note or Coupon and which would not have been so imposed had the substitution not been made, as well as against any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution;

(ii) the obligations of the Substitute under the Deed Poll, the Notes and the Coupons shall be unconditionally and irrevocably guaranteed by the Issuer by means of the Deed Poll;

(iii) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Deed Poll, the Notes and Coupons represent valid, legally binding and enforceable obligations of the Substitute and in the case of the Deed Poll of the Issuer have been taken, fulfilled and done and are in full force and effect;

(iv) the Substitute shall have become party to the Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it;

(v) each stock exchange or listing authority which has the Notes listed on such stock exchange shall have confirmed that following the proposed substitution of the Substitute the Notes would continue to be listed on such stock exchange;

(vi) legal opinions addressed to the Noteholders shall have been delivered to them (care of the Agent) from a lawyer or firm of lawyers with a leading securities practice in each jurisdiction referred to in (i) above and in England as to the fulfilment of the preceding conditions of this Condition 15 and the other matters specified in the Deed Poll; and

(vii) the Issuer shall have given at least 14 days' prior notice of such substitution to the Noteholders, stating that copies, or, pending execution, the agreed text, of all documents in relation to the substitution which are referred to above, or which might otherwise reasonably be regarded as material to Noteholders, will be available for inspection at the specified office of each of the Paying Agents. References in Condition 9 to obligations under the Notes shall be deemed to include obligations under the Deed Poll, and the events listed in Condition 9, shall be deemed to include that guarantee not being (or being claimed by the guarantor not to be) in full force and effect and the provisions of Condition 9(c) to 9(f) inclusive shall be deemed to apply in addition to the guarantor.

16. Further Issues

The Issuer shall be at liberty from time to time without the consent of the Noteholders or Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.

17. Contracts (Rights of Third Parties) Act 1999

A person who is not a Noteholder has no right under the Contracts (Rights of Third Parties) Act 1999 (the Act) to enforce any term of the Notes, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

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18. Governing Law and Submission to Jurisdiction

(a) The Agency Agreement, the Guarantee, the Notes and the Coupons and any non- contractual obligations arising out of or in connection with the Agency Agreement, the Guarantee, the Notes and the Coupons are governed by, and shall be construed in accordance with, English law.

(b) Subject to paragraph (c) below, the courts of England are to have jurisdiction to settle any disputes (including a dispute relating to any non-contractual obligations) which may arise out of or in connection with the Guarantee, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with the Guarantee, the Notes or the Coupons ( Proceedings ) may be brought in such courts. Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.

(c) This paragraph (c) is for the benefit of each of the Noteholders and Couponholders only. To the extent permitted by applicable law, each of the Noteholders and Couponholders may take Proceedings against the Issuer and/or the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

(d) Each of the Issuer and the Guarantor irrevocably appoints Statoil (U.K.) Limited at its registered office in England for the time being at One Kingdom Street, Paddington Central, London W2 6BD to receive service of process in any Proceedings in England based on any of the Notes or Coupons. If for any reason the Issuer or Guarantor does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law.

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AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL

PAYING AGENT

The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building - Polaris
2-4 rue, Eugène Ruppert
L-2453 Luxembourg

and/or such other or further Agent and other or further Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer and notice of which has been given to the Noteholders.

 

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SCHEDULE 2

FORMS OF GLOBAL AND DEFINITIVE NOTES, COUPONS AND TALONS

PART 1

FORM OF TEMPORARY GLOBAL NOTE

STATOIL ASA

TEMPORARY GLOBAL NOTE

Unconditionally and irrevocably guaranteed by
STATOIL PETROLEUM AS

 

This Global Note is a Temporary Global Note in respect of a duly authorised issue of Notes (the Notes ) of Statoil ASA (the Issuer ) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms ). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail.

Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note.

This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement , which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 5 February 2016 and made between the Issuer, Statoil Petroleum AS as guarantor (the Guarantor ), The Bank of New York Mellon (the Agent ) and the other agents named in it.

For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes, but in each case subject to the requirements as to certification provided below.

If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate nominal amount from time to time entered in the records of both Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together, the relevant Clearing Systems ). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be

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made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time.

If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule One or in Schedule Two.

On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

(a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or

(b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption, purchase and cancellation, the nominal amount of the Notes represented by this Global Note shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled.

Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge.

Prior to the Exchange Date (as defined below), all payments (if any) on this Global Note will only be made to the bearer hereof to the extent that there is presented to the Agent by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a particular nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership in the form required by it. The bearer of this Global Note will not be entitled to receive any payment of interest due on or after the Exchange Date unless upon due certification exchange of this Global Note is improperly withheld or refused.

On or after the date (the Exchange Date ) which is 40 days after the Issue Date this Global Note may be exchanged in whole or in part (free of charge) for, as specified in the Final Terms, either (a) security printed Definitive Notes and (if applicable) Coupons and Talons in the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 to the Agency Agreement (on the basis that all the appropriate details have been included on the face of such Definitive Notes and (if applicable) Coupons and Talons and the Final Terms (or the relevant provisions of the Final Terms) have been endorsed on or attached to such Definitive Notes) or (b) either, if the Final Terms indicates that this Global Note is intended to be a New Global Note, interests recorded in the records of the relevant Clearing Systems in a Permanent Global Note or, if the Final Terms indicates that this Global Note is not intended to be a New Global Note, a Permanent Global Note, which, in either case, is in or substantially in the form set out in Part 2 of Schedule 6 to the Agency Agreement (together with the Final Terms attached to it), in each case upon notice being given by a relevant Clearing System acting on the instructions of any holder of an interest in this Global Note.

If Definitive Notes and (if applicable) Coupons and/or Talons have already been issued in exchange for all the Notes represented for the time being by the Permanent Global Note, then this Global Note may only

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thereafter be exchanged for Definitive Notes and (if applicable) Coupons and/or Talons in accordance with the terms of this Global Note.

This Global Note may be exchanged by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for general business in London. The Issuer shall procure that, as appropriate, (i) the Definitive Notes or (as the case may be) the Permanent Global Note issued and delivered, or (ii) the interests in the Permanent Global Note (where the Final Terms indicates that this Global Note is intended to be a New Global Note) shall be recorded in the records of the relevant Clearing System, in each case in exchange for only that portion of this Global Note in respect of which there shall have been presented to the Agent by a relevant Clearing System a certificate to the effect that it has received from or in respect of a person entitled to a beneficial interest in a particular nominal amount of the Notes (as shown by its records) a certificate of non-US beneficial ownership from such person in the form required by it. The aggregate nominal amount of Definitive Notes or interests in a Permanent Global Note issued upon an exchange of this Global Note will, subject to the terms hereof, be equal to the aggregate nominal amount of this Global Note submitted by the bearer for exchange (to the extent that such nominal amount does not exceed the aggregate nominal amount of this Global Note).

On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the order of the Agent. On an exchange of part only of this Global Note, the Issuer shall procure that:

(a) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered pro rata in the records of the relevant Clearing Systems; or

(b) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount so exchanged. On any exchange of this Global Note for a Permanent Global Note, details of such exchange shall also be entered by or on behalf of the Issuer in Schedule Two to the Permanent Global Note and the relevant space in Schedule Two to the Permanent Global Note recording such exchange shall be signed by or on behalf of the Issuer.

Until the exchange of the whole of this Global Note, the bearer of this Global Note shall in all respects (except as otherwise provided in this Global Note) be entitled to the same benefits as if he were the bearer of Definitive Notes and the relative Coupons and/or Talons (if any) represented by this Global Note. Accordingly, except as ordered by a court of competent jurisdiction or as required by law or applicable regulation, the Issuer and any Paying Agent may deem and treat the holder of this Global Note as the absolute owner of this Global Note for all purposes. In the event that this Global Note (or any part of it) has become due and repayable in accordance with the Conditions or that the Maturity Date (if any) has occurred and, in either case, payment in full of the amount due has not been made to the bearer in accordance with the provisions set out above, then from 8.00 p.m. (London time) on such day each Noteholder will become entitled to proceed directly against the Issuer on, and subject to, the terms of the Deed of Covenant executed by the Issuer on 5 February 2016 in respect of the Notes and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under the Deed of Covenant).

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

If any provision in or obligation under this Global Note is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Global

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Note, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Global Note.

This Global Note and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

This Global Note shall not be valid unless authenticated by the Agent and, if the Final Terms indicates that this Global Note is intended to be a NGN (i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in respect of which effectuation is applicable, effectuated by the entity appointed as common safe-keeper by the relevant Clearing Systems.

IN WITNESS whereof the Issuer has caused this Global Note to be duly executed on its behalf.

STATOIL ASA

By:


Authenticated without recourse,
warranty or liability by

 THE BANK OF NEW YORK  MELLON

 By:

 

Effectuated without recourse,
warranty or liability by

..................................................
as common safekeeper

 By:

 

 

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SCHEDULE ONE TO THE TEMPORARY GLOBAL NOTE 1

PART 1

INTEREST PAYMENTS

Date made Total amount of interest payable Amount of interest paid Confirmation of payment on behalf of the Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
1 Schedule One should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

 

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PART 2

REDEMPTIONS

Date made Total amount of principal payable Amount of principal paid Remaining nominal amount of this Global Note following such redemption* Confirmation of redemption on behalf of the Issuer
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
* See the most recent entry in Part 2 or 3 of Schedule One or in Schedule Two in order to determine this amount.

 

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PART 3

PURCHASES AND CANCELLATIONS

Date made Part of nominal amount of this Global Note purchased and cancelled Remaining nominal amount of this Global Note following such purchase and cancellation* Confirmation of purchase and cancellation on behalf of the Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
* See the most recent entry in Part 2 or 3 of Schedule One or in Schedule Two in order to determine this amount.

 

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SCHEDULE TWO TO THE TEMPORARY GLOBAL NOTE 2

EXCHANGES
FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE

The following exchanges of a part of this Global Note for Definitive Notes or a Permanent Global Note have been made:
Date made Part of nominal amount of this Global Note purchased and cancelled Remaining nominal amount of this Global Note following such purchase and cancellation* Confirmation of purchase and cancellation on behalf of the Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       

2 Schedule Two should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

* See the most recent entry in Part 2 or 3 of Schedule One or in Schedule Two in order to determine this amount.

 

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PART 2

FORM OF PERMANENT GLOBAL NOTE

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.

STATOIL ASA

PERMANENT GLOBAL NOTE

Unconditionally and irrevocably guaranteed by
STATOIL PETROLEUM AS

This Global Note is a Permanent Global Note in respect of a duly authorised issue of Notes (the Notes ) of Statoil ASA (the Issuer ) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms ). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes as set out in Schedule 1 to the Agency Agreement (as defined below) as completed by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail.

Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note.

This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement , which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 5 February 2016 and made between the Issuer, Statoil Petroleum AS (the Guarantor ), The Bank of New York Mellon (the Agent) and the other agents named in it.

For value received the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer of this Global Note on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, upon (if the Final Terms indicates that this Global Note is not intended to be a New Global Note) presentation and, at maturity, surrender of this Global Note to or to the order of the Agent or any of the other paying agents located outside the United States (except as provided in the Conditions) from time to time appointed by the Issuer and the Guarantor in respect of the Notes.

If the Final Terms indicates that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together, the relevant Clearing Systems ). The records of the relevant Clearing Systems (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a relevant Clearing System stating the nominal amount of Notes represented by this Global Note at any time (which statement shall be

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made available to the bearer upon request) shall be conclusive evidence of the records of the relevant Clearing System at that time.

If the Final Terms indicates that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Global Note shall be the aggregate nominal amount stated in the Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule One or in Schedule Two.

On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global Note the Issuer shall procure that:

(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled; or

(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule One and the relevant space in Schedule One recording any such redemption, payment or purchase and cancellation (as the case may be) shall be signed by or on behalf of the Issuer. Upon any such redemption or purchase and cancellation, the nominal amount of the Notes represented by this Global Note shall be reduced by the nominal amount of the Notes so redeemed or purchased and cancelled.

Payments due in respect of Notes for the time being represented by this Global Note shall be made to the bearer of this Global Note and each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge.

Where the Notes have initially been represented by one or more Temporary Global Notes, on any exchange of any such Temporary Global Note for this Global Note or any part of it, the Issuer shall procure that:

(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the relevant Clearing Systems; or

(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording any such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of the Notes represented by this Global Note shall be increased by the nominal amount any such Temporary Global Note so exchanged.

In certain circumstances further notes may be issued which are intended on issue to be consolidated and form a single Series with the Notes. In such circumstances the Issuer shall procure that:

(i) if the Final Terms indicates that this Global Note is intended to be a New Global Note, details of such further notes shall be entered in the records of the relevant Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be increased by the amount of such further notes so issued; or

(ii) if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details of such further notes shall be entered by or on behalf of the Issuer in Schedule Two and the relevant space in Schedule Two recording such further notes shall be signed by or on behalf of the Issuer,

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whereupon the nominal amount of the Notes represented by this Global Note shall be increased by the nominal amount of any such further notes so issued.

This Global Note may be exchanged in whole but not in part (free of charge) for security printed Definitive Notes and (if applicable) Coupons and/or Talons in the form set out in Part 3, Part 4 and Part 5 respectively of Schedule 2 to the Agency Agreement (on the basis that all the appropriate details have been included on the face of such Definitive Notes and (if applicable) Coupons and Talons and the Final Terms (or the relevant provisions of the Final Terms) have been endorsed on or attached to such Definitive Notes) either, as specified in the Final Terms:

(a) upon not less than 60 days' written notice being given to the Agent by Euroclear and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in this Global Note; or

(b) only upon the occurrence of an Exchange Event.

An Exchange Event means:

(i) an Event of Default (as defined in Condition 9) has occurred and is continuing; or

(ii) the Issuer has been notified that both the relevant Clearing Systems have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available.

If this Global Note is only exchangeable following the occurrence of an Exchange Event:

(A) the Issuer will promptly give notice to Noteholders in accordance with Condition 13 upon the occurrence of an Exchange Event; and

(B) in the event of the occurrence of any Exchange Event, one or more of the relevant Clearing Systems acting on the instructions of any holder of an interest in this Global Note may give notice to the Agent requesting exchange. Any such exchange shall occur no later than 45 days after the date of receipt of the first relevant notice by the Agent.

Any such exchange will be made on any day (other than a Saturday or Sunday) on which banks are open for general business in London by the bearer of this Global Note. On an exchange of this Global Note, this Global Note shall be surrendered to or to the order of the Agent. The aggregate nominal amount of Definitive Notes issued upon an exchange of this Global Note will be equal to the aggregate nominal amount of this Global Note at the time of such exchange.

Until the exchange of this Global Note, the bearer of this Global Note shall in all respects (except as otherwise provided in this Global Note) be entitled to the same benefits as if he were the bearer of Definitive Notes and the relative Coupons and/or Talons (if any) represented by this Global Note. Accordingly, except as ordered by a court of competent jurisdiction or as required by law or applicable regulation, the Issuer and any Paying Agent may deem and treat the holder of this Global Note as the absolute owner of this Global Note for all purposes.

In the event that (a) this Global Note (or any part of it) has become due and repayable in accordance with the Conditions or that the Maturity Date has occurred and, in either case, payment in full of the amount due has not been made to the bearer in accordance with the provisions set out above, or (b) following an Exchange Event, this Global Note is not duly exchanged for definitive Notes by the day provided above, then from 8.00 p.m. (London time) on such day each Noteholder will become entitled to proceed directly against the Issuer on, and subject to, the terms of the Deed of Covenant executed by the Issuer on 5 February 2016 in

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respect of the Notes and the bearer will have no further rights under this Global Note (but without prejudice to the rights which the bearer or any other person may have under the Deed of Covenant).

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

If any provision in or obligation under this Global Note is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Global Note, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Global Note.

This Global Note and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

This Global Note shall not be valid unless authenticated by the Agent and, if the Final Terms indicates that this Global Note is intended to be a NGN (i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in respect of which effectuation is applicable, effectuated by the entity appointed as common safekeeper by the relevant Clearing Systems.

IN WITNESS whereof the Issuer has caused this Global Note to be duly executed on its behalf.

STATOIL ASA

By:


Authenticated without recourse,
warranty or liability by

 THE BANK OF NEW YORK  MELLON

 By:

 

Effectuated without recourse,
warranty or liability by

..................................................
as common safekeeper

 By:

 

 

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SCHEDULE ONE TO THE TEMPORARY GLOBAL NOTE 3

PART 1

INTEREST PAYMENTS

Date made Total amount of interest payable Amount of interest paid Confirmation of payment on behalf of the Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
3 Schedule One should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

 

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PART 2

REDEMPTIONS

Date made Total amount of principal payable Amount of principal paid Remaining nominal amount of this Global Note following such redemption* Confirmation of redemption on behalf of the Issuer
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
* See the most recent entry in Part 2 or 3 of Schedule One or in Schedule Two in order to determine this amount.

 

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PART 3

PURCHASES AND CANCELLATIONS

Date made Part of nominal amount of this Global Note purchased and cancelled Remaining nominal amount of this Global Note following such purchase and cancellation* Confirmation of purchase and cancellation on behalf of the Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
* See the most recent entry in Part 2 or 3 of Schedule One or in Schedule Two in order to determine this amount.

 

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SCHEDULE TWO TO THE PERMANENT GLOBAL NOTE 4

SCHEDULE OF EXCHANGES AND ISSUES OF FURTHER NOTES

The following exchanges or further notes affecting the nominal amount of this Global Note have been made:
Date made Nominal amount of Temporary Global Note exchanged for this Global Note or nominal amount of further notes issued Remaining nominal amount of this Global Note following such exchange or further notes issued* Notation made on behalf of the Issuer
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       

4 Schedule Two should only be completed where the Final Terms indicates that this Global Note is not intended to be a New Global Note.

* See the most recent entry in Part 2 or 3 of Schedule One or in Schedule Two in order to determine this amount.

 

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PART 3

FORM OF DEFINITIVE NOTE

(Face of Note)

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] (1)

STATOIL ASA

unconditionally and irrevocably guaranteed
by STATOIL PETROLEUM AS

[Specified Currency and Nominal Amount of Tranche]
EURO MEDIUM TERM NOTES DUE [Year of Maturity]

This Note is one of a duly authorised issue of Euro Medium Term Notes denominated in the Specified Currency maturing on the Maturity Date (the Notes) of Statoil ASA (the Issuer ). References herein to the Conditions shall be to the Terms and Conditions of the Notes other than VPS Notes [endorsed hereon/set out in Schedule 1 to the Agency Agreement (as defined below) which shall be incorporated by reference herein and have effect as if set out herein] as completed by the Final Terms (the Final Terms ) (or the relevant provisions of the Final Terms) endorsed hereon, but in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail.

This Note is issued subject to, and with the benefit of, the Conditions and an amended and restated Agency Agreement (the Agency Agreement , which expression shall be construed as a reference to that agreement as the same may be amended, supplemented or restated from time to time) dated 5 February 2016 and made between [ (inter alios) ] the Issuer, Statoil Petroleum AS as guarantor, The Bank of New York Mellon (the Agent) and the other parties named therein.

For value received, the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof on the Maturity Date and/or on such earlier date(s) as this Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of this Note on each such date and to pay interest (if any) on this Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions.

This Note shall not be validly issued unless authenticated by the Agent.

IN WITNESS whereof the Issuer has caused this Note to be duly executed on its behalf.

STATOIL ASA

By:

..................................................................................

  Authorised Signatory

(1) This legend can be deleted if the Notes have an initial maturity of 365 days or less.
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Authenticated without recourse,
warranty or liability by

 THE BANK OF NEW YORK MELLON

 By:

 

 

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(Reverse of Note)

Terms and Conditions of the Notes other than VPS Notes

[Terms and Conditions of the Notes other than VPS Notes to be as set out in Schedule 1 to the Agency Agreement]

 

 

 

Final Terms

[Here may be set out text of Final Terms relating to the Notes]

 

 

 

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PART 4

FORM OF COUPON

(Face of Coupon)

 

STATOIL ASA

[Specified Currency and Nominal Amount Tranche]
NOTES DUE [Year of Maturity]
Series No. [   ]

 

Part A

[For Fixed Rate Notes:

This Coupon is payable to bearer, separately Coupon for
negotiable and subject to the Terms and [    ]
Conditions of the Notes other than  
VPS Notes of the said Notes. due on
  [    ]
  20[    ]]

 

Part B

[For Floating Rate Notes:

Coupon for the amount due in accordance with Coupon due
the Terms and Conditions of the Notes other than  
VPS Notes on the said Notes on in [    ]
the Interest Payment Date falling in 20[    ]]
  [   ]20[    ]]

 

This Coupon is payable to bearer, separately
negotiable and subject to such Terms and
Conditions of the Notes other than
VPS Notes, under which it may become void
before its due date.]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

00 000000 [ISIN] 00 000000

 

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PART 5

FORM OF TALON

(Face of Talon)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

 

STATOIL ASA

[Specified Currency and Nominal Amount of Tranche]
EURO MEDIUM TERM NOTES DUE [Year of Maturity]
Series No. [   ]

On and after [  ] further Coupons [and a further Talon] appertaining to the Note to which this Talon appertains will be issued at the specified office of the Agent or any of the Paying Agents set out on the reverse hereof (and/or any other or further Paying Agents and/or specified offices as may from time to time be duly appointed and notified to the Noteholders) upon production and surrender of this Talon.

This Talon may, in certain circumstances, become void under the Terms and Conditions of the Notes other than VPS Notes endorsed on the Notes to which this Talon appertains.

STATOIL ASA

 

By:

..................................................................................

  Authorised Signatory

 

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(Reverse of Coupon and Talon)

AGENT
The Bank of New York Mellon
One Canada Square
London E14 5AL

PAYING AGENT

The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building - Polaris
2-4 rue, Eugène Ruppert
L-2453 Luxembourg

and/or such other or further Agent and other or further Paying Agents and/or specified offices as may from time to time be duly appointed by the Issuer and notice of which has been given to the Noteholders.

 

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SCHEDULE 3

FORM OF DEED OF COVENANT

 

THIS DEED OF COVENANT is made on 5 February 2016 by STATOIL ASA (the Issuer ) in favour of the account holders specified below of Clearstream Banking, société anonyme, Euroclear Bank S.A./N.V., and/or any other additional clearing system or systems as are specified in Part B of the Final Terms relating to any Note (as defined below) (each a Clearing System ).

WHEREAS:

(A) The Issuer has entered into an amended and restated Programme Agreement (the Programme Agreement , which expression includes the same as it may be further amended and/or restated and/or supplemented from time to time) dated 5 February 2016 with the Dealers named therein under which the Issuer proposes from time to time to issue Euro Medium Term Notes (the Notes).

(B) The Notes (other than the VPS Notes (as defined in the Programme Agreement)) will initially be represented by, and comprised in, Temporary Global Notes (the Temporary Global Notes ) and thereafter may be represented by, and comprised in, Permanent Global Notes (the Permanent Global Notes , the Temporary Global Notes and Permanent Global Notes being herein together called the Global Notes ) representing a certain number of underlying Notes (the Underlying Notes ).

(C) Each Global Note may, after issue, be deposited with a depositary for one or more Clearing Systems (each such Clearing System or all such Clearing Systems together, the Relevant Clearing System ). Upon such deposit of a Global Note the Underlying Notes represented by such Global Note will be credited to a securities account or securities accounts with the Relevant Clearing System. Any account holder with the Relevant Clearing System which has Underlying Notes credited to its securities account from time to time (each a Relevant Account Holder ) will, subject to and in accordance with the terms and conditions and operating procedures or management regulations of the Relevant Clearing System, be entitled to transfer such Underlying Notes and (subject to and upon payment being made by the Issuer to the bearer in accordance with the terms of the relevant Global Note) will be entitled to receive payments from the Relevant Clearing System calculated by reference to the Underlying Notes credited to its securities account.

(D) In certain circumstances specified in each Global Note, the bearer of the Global Note will have no further rights under the Global Note (but without prejudice to the rights which any person may have pursuant to this Deed of Covenant). The time at which this occurs is hereinafter referred to as the Relevant Time . In such circumstances each Relevant Account Holder will, subject to and in accordance with the terms of this Deed, acquire against the Issuer all those rights which such Relevant Account Holder would have had if, prior to the Relevant Time, duly executed and authenticated Definitive Note(s) (as defined in the Agency Agreement (the Agency Agreement , which expression includes the same as it may be further amended and/or restated and/or supplemented from time to time) dated 5 February 2016) and interest coupons (the Coupons ) appertaining to the Definitive Note(s) (if appropriate) had been issued in respect of its Underlying Note(s) and such Definitive Notes(s) and Coupons (if appropriate) were held and beneficially owned by such Relevant Account Holder.

NOW THIS DEED WITNESSES AS FOLLOWS:

1. If at any time the bearer of the Global Note ceases to have rights under it in accordance with the terms thereof, the Issuer hereby undertakes and covenants with each Relevant Account Holder (other than when any Relevant Clearing System is an account holder of any other Relevant Clearing System) that each Relevant Account Holder shall automatically acquire at the Relevant Time,

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without the need for any further action on behalf of any person, against the relevant Issuer all those rights which such Relevant Account Holder would have had if at the Relevant Time it held and beneficially owned duly executed and authenticated Definitive Note(s) and Coupons (if appropriate) in respect of each Underlying Note represented by such Global Note which such Relevant Account Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time. The Issuer's obligation pursuant to this clause shall be a separate and independent obligation by reference to each Underlying Note which a Relevant Account Holder has credited to its securities account with the Relevant Clearing System and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part.

2. The records of the Relevant Clearing System shall be conclusive evidence of the identity of the Relevant Account Holders and the number of Underlying Notes credited to the securities account of each Relevant Account Holder. For the purposes hereof a statement issued by the Relevant Clearing System stating:

(a) the name of the Relevant Account Holder to which such statement is issued; and

(b) the aggregate nominal amount of Underlying Notes credited to the securities account of such Relevant Account Holder as at the opening of business on the first day following the Relevant Time on which the Relevant Clearing System is open for business,

shall be conclusive evidence of the records of the Relevant Clearing System at the Relevant Time.

3. In the event of a dispute, the determination of the Relevant Time by the Relevant Clearing System (in the absence of manifest error) shall be final and conclusive for all purposes in connection with the Relevant Account Holders with securities accounts with the Relevant Clearing System.

4. The Issuer undertakes in favour of each Relevant Account Holder that, in relation to any payment to be made by it under this Deed, it will comply with the provisions of Condition 7 to the extent that they apply to any payments in respect of Underlying Notes as if those provisions had been set out in full in this Deed.

5. The Issuer agrees to pay any stamp and other duties and taxes, including interest and penalties, payable on or in connection with the execution of this Deed and any action taken by any Relevant Account Holder to enforce the provisions of this Deed.

6. The Issuer hereby warrants, represents and covenants with each Relevant Account Holder that it has all corporate power, and has taken all necessary corporate or other steps, to enable it to execute, deliver and perform this Deed, and that this Deed constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms subject to the laws of bankruptcy and other laws affecting the rights of creditors generally.

7. This Deed shall take effect as a Deed Poll for the benefit of the Relevant Account Holders from time to time and for the time being. This Deed shall be deposited with and held by the depositary or common safekeeper, as the case may be, for the Relevant Clearing System (being at the date hereof The Bank of New York Mellon at One Canada Square, London E14 5AL) until all the obligations of the Issuer hereunder have been discharged in full.

8. The Issuer hereby acknowledges the right of every Relevant Account Holder to the production of, and the right of every Relevant Account Holder to obtain (upon payment of a reasonable charge) a copy of, this Deed, and further acknowledges and covenants that the obligations binding upon it contained herein are owed to, and shall be for the account of, each and every Relevant Account Holder, and that each Relevant Account Holder shall be entitled severally to enforce the said obligations against the Issuer.

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9. If any provision in or obligation under this Deed is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this Deed, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Deed.

10. This Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and accordingly any legal action or proceedings arising out of or in connection with this Agreement (Proceedings) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Relevant Account Holders and, to the extent allowed by applicable law, shall not limit the right or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

The Issuer irrevocably appoints Statoil (U.K.) Limited (whose offices are at the date of this Agreement at One Kingdom Street, Paddington Central, London W2 6BD) as its authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for service of process, the Issuer shall forthwith, on request of the Agent, appoint a new agent for service of process in England and deliver to the Agent a copy of the new agent's acceptance of that appointment within 30 days. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

IN WITNESS whereof the Issuer has caused this Deed to be duly executed the day and year first above mentioned.

EXECUTED as a DEED under seal

)

by STATOIL ASA )
and signed and )
delivered as a deed on its )
behalf by )
in the presence of: )
   
Witness's Signature:………………………..........  
   
Name:…………………………………………....  
   
Address:…………………………………………  

 

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SCHEDULE 4

PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1. As used in this Schedule the following expressions shall have the following meanings unless the context otherwise requires:

(a) voting certificate shall mean an English language certificate issued by a Paying Agent and dated in which it is stated:

(i) that on the date thereof Notes (not being Notes in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate and any adjourned such meeting) bearing specified serial numbers were deposited with such Paying Agent or (to the satisfaction of such Paying Agent) were held to its order or under its control and that no such Notes will cease to be so deposited or held until the first to occur of:

(A) the conclusion of the meeting specified in such certificate or, if applicable, any adjourned such meeting; and

(B) the surrender of the certificate to the Paying Agent who issued the same; and

(ii) that the bearer thereof is entitled to attend and vote at such meeting and any adjourned such meeting in respect of the Notes represented by such certificate;

(b) block voting instruction shall mean an English language document issued by a Paying Agent and dated in which:

(i) it is certified that Notes (not being Notes in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction and any adjourned such meeting) have been deposited with such Paying Agent or (to the satisfaction of such Paying Agent) were held to its order or under its control and that no such Notes will cease to be so deposited or held until the first to occur of:

(A) the conclusion of the meeting specified in such document or, if applicable, any adjourned such meeting; and

(B) the surrender to the Paying Agent not less than 48 hours before the time for which such meeting or any adjourned such meeting is convened of the receipt issued by such Paying Agent in respect of each such deposited Note which is to be released or (as the case may require) the Note or Notes ceasing with the agreement of the Paying Agent to be held to its order or under its control and the giving of notice by the Paying Agent to the Issuer in accordance with paragraph 17 hereof of the necessary amendment to the block voting instruction;

(ii) it is certified that each holder of such Notes has instructed such Paying Agent that the vote(s) attributable to the Note or Notes so deposited or held should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjourned such meeting and that all such instructions are during the period commencing 48 hours prior to the time for which such meeting or any adjourned

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such meeting is convened and ending at the conclusion or adjournment thereof neither revocable nor capable of amendment;

(iii) the total number and the serial numbers of the Notes so deposited or held are listed distinguishing with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution and those in respect of which instructions have been so given that the votes attributable thereto should be cast against the resolution; and

(iv) one or more persons named in such document (each hereinafter called a proxy ) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in paragraph (c) above as set out in such document.

The holder of any voting certificate or the proxies named in any block voting instruction shall for all purposes in connection with the relevant meeting or adjourned meeting of Noteholders be deemed to be the holder of the Notes to which such voting certificate or block voting instruction relates and the Paying Agent with which such Notes have been deposited or the person holding the same to the order or under the control of such Paying Agent shall be deemed for such purposes not to be the holder of those Notes.

(c) References herein to the Notes are to the Notes in respect of which the relevant meeting is convened.

2. The Issuer may at any time and, upon a requisition in writing of Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding, shall convene a meeting of the Noteholders and if the Issuer makes default for a period of seven days in convening such a meeting the same may be convened by the requisitionists. Whenever the Issuer is about to convene any such meeting it shall forthwith give notice in writing to the Agent and the Dealers of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such time and place as the Agent may approve.

3. At least 21 days' notice (exclusive of the day on which the notice is given and the day on which the meeting is held) specifying the place, day and hour of meeting shall be given to the Noteholders prior to any meeting of the Noteholders in the manner provided by Condition 13. Such notice shall state generally the nature of the business to be transacted at the meeting thereby convened but (except for an Extraordinary Resolution) it shall not be necessary to specify in such notice the terms of any resolution to be proposed. Such notice shall include a statement to the effect that Notes may be deposited with Paying Agents for the purpose of obtaining voting certificates or appointing proxies not less than 24 hours before the time fixed for the meeting or that, in the case of corporations, they may appoint representatives by resolution of their directors or other governing body. A copy of the notice shall be sent by post to the Issuer (unless the meeting is convened by the Issuer).

4. Some person (who may but need not be a Noteholder) nominated in writing by the Issuer shall be entitled to take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within fifteen minutes after the time appointed for holding the meeting the Noteholders present shall choose one of their number to be Chairman.

5. At any such meeting one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 20 per cent. in nominal amount of the Notes for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business and no business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum be present at the

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commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall only be capable of being effected after having been approved by Extraordinary Resolution) namely:

(a) modification of the Maturity Date of the Notes or reduction or cancellation of the nominal amount payable upon maturity; or

(b) reduction or cancellation of the amount payable or modification of the payment date in respect of any interest in respect of the Notes or variation of the method of calculating the rate of interest in respect of the Notes; or

(c) reduction of any Minimum Interest Rate and/or Maximum Interest Rate specified in the applicable Final Terms of any Note; or

(d) modification of the currency in which payments under the Notes and/or Coupons appertaining thereto are to be made; or

(e) modification of the majority required to pass an Extraordinary Resolution; or

(f) the sanctioning of any such scheme or proposal as is described in paragraph 18(f) below; or

(g) alteration of this proviso or the proviso to paragraph 6 below;

the quorum shall be one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 75 per cent. in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the holders of Notes will be binding on all holders of Notes, whether or not they are present at the meeting, and on all holders of Coupons appertaining to such Notes.

6. If within fifteen minutes after the time appointed for any such meeting a quorum is not present the meeting shall if convened upon the requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if such day is a public holiday the next succeeding business day) at the same time and place (except in the case of a meeting at which an Extraordinary Resolution is to be proposed in which case it shall stand adjourned for such period being not less than 14 days nor more than 42 days, and at such place as may be appointed by the Chairman and approved by the Agent) and at such adjourned meeting one or more persons present holding Notes or voting certificates or being proxies (whatever the nominal amount of the Notes so held or represented by them) shall (subject as provided below) form a quorum and shall (subject as provided below) have power to pass any Extraordinary Resolution or other resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had the requisite quorum been present PROVIDED THAT at any adjourned meeting the business of which includes any of the matters specified in the proviso to paragraph 5 above the quorum shall be one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than a clear majority in nominal amount of the Notes for the time being outstanding.

7. Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if 10 were substituted for 21 in paragraph 3 above and such notice shall (except in cases where the proviso to paragraph 6 above shall apply when it shall state the relevant quorum) state that one or more persons present holding Notes or voting certificates or being proxies at the adjourned meeting whatever the nominal amount

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of the Notes held or represented by them will form a quorum. Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

8. Except whilst the Notes are in global form and only one proxy is attending the meeting, every question submitted to a meeting shall be decided in the first instance by a show of hands. In case of equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Noteholder or as a holder of a voting certificate or as a proxy.

9. At any meeting, unless the Notes are in global form and only one proxy is attending the meeting or a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or the Issuer or by one or more persons present holding Notes or voting certificates or being proxies (whatever the nominal amount of the Notes so held by them), a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

10. Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken in such manner and subject as hereinafter provided either at once or after an adjournment as the Chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the motion on which the poll has been demanded.

11. The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully (but for lack of required quorum) have been transacted at the meeting from which the adjournment took place.

12. Any poll demanded at any such meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.

13. Any director or officer of the Issuer and its lawyers may attend and speak at any meeting. Save as aforesaid, but without prejudice to the proviso to the definition of outstanding in subclause 1.2 of this Agreement, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting of the Noteholders or join with others in requisitioning the convening of such a meeting unless he either produces the Note or Notes of which he is the holder or a voting certificate or is a proxy. Neither the Issuer nor any of its Subsidiaries shall be entitled to vote at any meeting in respect of Notes held by it for the benefit of any such company and no other person shall be entitled to vote at any meeting in respect of Notes held by it for the benefit of any such company. Nothing herein contained shall prevent any of the proxies named in any block voting instruction from being a director, officer or representative of or otherwise connected with the Issuer.

14. Subject as provided in paragraph 13 hereof at any meeting:

(a) on a show of hands every person who is present in person and produces a Note or voting certificate or is a proxy shall have one vote; and

(b) on a poll every person who is so present shall have one vote in respect of:

(i) in the case of a meeting of the holders of Notes all of which are denominated in a single currency, each minimum integral amount of such currency; and

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(ii) in the case of a meeting of the holders of Notes denominated in more than one currency, each €1.00 or, in the case of a Note denominated in a currency other than euro, the equivalent of €1.00 in such currency at the Agent's spot buying rate for the relevant currency against euro at or about 11.00 a.m. (London time) on the date of publication of the notice of the relevant meeting (or of the original meeting of which such meeting is an adjournment),

or such other amount as the Agent shall in its absolute discretion stipulate in nominal amount of Notes so produced or represented by the voting certificate so produced or in respect of which he is a proxy.

Without prejudice to the obligations of the proxies named in any block voting instruction any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

15. The proxies named in any block voting instruction need not be Noteholders.

16. Each block voting instruction together (if so requested by the Issuer) with proof satisfactory to the Issuer of its due execution on behalf of the relevant Paying Agent shall be deposited at such place as the Agent shall approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxies named in the block voting instruction propose to vote and in default the block voting instruction shall not be treated as valid unless the Chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A certified copy of each block voting instruction shall be deposited with the Agent before the commencement of the meeting or adjourned meeting but the Agent shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxies named in any such block voting instruction.

17. Any vote given in accordance with the terms of a block voting instruction shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or of any of the Noteholders' instructions pursuant to which it was executed PROVIDED THAT no intimation in writing of such revocation or amendment shall have been received from the relevant Paying Agent by the Issuer at its registered office (or such other place as may have been approved by the Agent for the purpose) by the time being 24 hours before the time appointed for holding the meeting or adjourned meeting at which the block voting instruction is to be used.

18. A meeting of the Noteholders shall in addition to the powers hereinbefore given have the following powers exercisable by Extraordinary Resolution (subject to the provisions relating to quorum contained in paragraphs 5 and 6 above) only, namely:

(a) power to sanction any compromise or arrangement proposed to be made between the Issuer and the Noteholders and Couponholders or any of them;

(b) power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders and Couponholders against the Issuer or against any of its property whether such rights shall arise under this Agreement, the Notes or the Coupons or otherwise;

(c) power to assent to any modification of the provisions contained in this Agreement or the Conditions, the Notes, the Coupons or the Deed of Covenant which shall be proposed by the Issuer;

(d) power to give any authority or sanction which under the provisions of this Agreement or the Notes is required to be given by Extraordinary Resolution;

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(e) power to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution;

(f) power to sanction any scheme or proposal for the exchange or sale of the Notes for, or the conversion of the Notes into or the cancellation of the Notes in consideration of, shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash; and

(g) power to approve the substitution of any entity in place of (i) the Issuer (or any previous substitute) as the principal debtor in respect of the Notes and the Coupons.

19. Any resolution (i) passed at a meeting of the Noteholders duly convened and held; (ii) passed as a resolution in writing or (iii) passed by way of electronic consents given by Noteholders through the relevant clearing system(s), in accordance with the provision hereof shall be binding upon all the Noteholders whether present or not present at such meeting referred to in (i) above and whether or not voting and upon all Couponholders and each of them shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of the voting on any resolution duly considered by the Noteholders shall be published in accordance with Condition 13 by the Issuer within 14 days of such result being known PROVIDED THAT the non-publication of such notice shall not invalidate such resolution.

20. The expression Extraordinary Resolution when used in this Agreement or the Conditions means (a) a resolution passed at a meeting of the Noteholders duly convened and held in accordance with the provisions herein contained by a majority consisting of not less than 75 per cent. of the persons voting thereat upon a show of hands or if a poll be duly demanded then by a majority consisting of not less than 75 per cent. of the votes given on such poll or (b) a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes for the time being outstanding, which resolution in writing may be contained in one document or in several documents in similar form each signed by or on behalf of one or more of the Noteholders or (c) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Agent) by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes for the time being outstanding.

21. Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Issuer and any such Minutes as aforesaid if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings had shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which Minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings had thereat to have been duly passed or had.

22. Subject to all other provisions contained herein the Agent may without the consent of the Issuer, the Noteholders or the Couponholders prescribe such further regulations regarding the requisitioning and/or the holding of meetings of Noteholders and attendance and voting thereat as the Agent may in its sole discretion think fit.

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SCHEDULE 5

FORM OF PUT NOTICE

STATOIL ASA
[title of relevant Series of Notes]

By depositing this duly completed Notice with any Paying Agent for the above Series of Notes (the Notes) the undersigned holder of such Notes surrendered with this Notice and referred to below irrevocably exercises its option to have such Notes redeemed in accordance with Condition 6(e) on [redemption date].

This Notice relates to Notes in the aggregate nominal amount of ..............

bearing the following serial numbers:
................................................................
................................................................
................................................................

If the Notes referred to above are to be returned (1) to the undersigned under subclause 10.4 of the Agency Agreement, they should be returned by post to:

.........................
.........................
.........................

Payment Instructions

Please make payment in respect of the above-mentioned Notes by [cheque posted to the above address/transfer to the following bank account] (2):

Bank:

................................

   
Branch Address: ................................
   
Branch Code: ................................
   
Account Number: ................................
   
Signature of holder: ................................
Duly authorised on behalf of [      ]
[To be completed by recipient Paying Agent]
   
Details of missing unmatured Coupons ........................... (3)
   
Received by: ................................

[Signature and stamp of Paying Agent]

 

 

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At its office at: ................................
   

On: ................................

Notes

(1) The Agency Agreement provides that Notes so returned will be sent by post, uninsured and at the risk of the Noteholder, unless the Noteholder otherwise requests and pays the costs of such insurance to the relevant Paying Agent at the time of depositing the Note referred to above.

(2) Delete as applicable.

(3) Only relevant for Fixed Rate Notes in definitive form.

N.B. The Paying Agent with whom the above-mentioned Notes are deposited will not in any circumstances be liable to the depositing Noteholder or any other person for any loss or damage arising from any act, default or omission of such Paying Agent in relation to the said Notes or any of them unless such loss or damage was caused by the fraud or gross negligence of such Paying Agent or its directors, officers or employees.

This Put Notice is not valid unless all of the paragraphs requiring completion are duly completed. Once validly given this Put Notice is irrevocable except in the circumstances set out in subclause 10.4 of the Agency Agreement.

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SCHEDULE 6

FORM OF DEED POLL

This Deed Poll is made on [     ] by Statoil ASA as existing issuer (in its capacity as existing issuer of the Notes (as defined below), the Existing Issuer ), a company incorporated in [     ], [ name of Substitute ] as the substitute of the Existing Issuer (the Substitute ), a company incorporated in [     ] and Statoil Petroleum AS as guarantor (in its capacity as guarantor, the Guarantor ), a company incorporated in The Kingdom of Norway.

(A) The Existing Issuer has entered into a Programme Agreement (the Programme Agreement which expression includes the same as it may be amended, supplemented or restated from time to time) with the Dealers named therein under which the Existing Issuer has issued and has outstanding Euro Medium Term Notes ( Notes ).

(B) The Notes have been issued subject to and have the benefit of an Agency Agreement (the Agency Agreement which expression includes the same as it may be amended, supplemented or restated from time to time) and entered into between, inter alios , the Existing Issuer, The Bank of New York Mellon as Agent (the Agent which expression shall include its successor or successors for the time being under the Agency Agreement) and the other parties named therein.

(C) The Existing Issuer has executed a Deed of Covenant (the Deed of Covenant , which expression includes the same as it may be amended, supplemented or restated from time to time) relating to Global Notes (as defined in the Agency Agreement) issued by the Existing Issuer pursuant to the Programme Agreement.

(D) It has been proposed that in respect of the Notes there will be a substitution of the Substitute for the Existing Issuer as the issuer of the Notes. Expressions defined in the Agency Agreement have the same meaning in this Deed unless the context requires otherwise.

(E) References herein to Notes include any Underlying Notes (as defined in the Deed of Covenant). References herein to Coupons are to Coupons relating to the Notes. References herein to Holder means any Noteholder, Couponholder or, in relation to any Underlying Notes, any Relevant Account Holder.

THIS DEED WITNESSES as follows:

1. The Substitute agrees that, with effect from and including the first date on which notice has been given by the Existing Issuer pursuant to Condition 15 and all the other requirements of such Condition have been met (the Effective Date ), it shall be deemed to be an Issuer for all purposes in respect of the Notes and any Coupons and accordingly it shall be entitled to all the rights, and subject to all the liabilities, on the part of the Existing Issuer contained in them.

2. With effect from and including the Effective Date:

(a) the Existing Issuer shall be released from all its liabilities, in its capacity as issuer of the Notes, contained in the Notes and any Coupons; and

(b) the Terms and Conditions of the Notes (the Conditions ) shall be amended as follows:

(i) all references to the Kingdom of Norway in Condition 6(b) shall be replaced by references to "[ jurisdiction of a country of residence of the Substitute for tax purposes and/or, if different, of its incorporation ]"; and

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(ii) all references to the Kingdom of Norway in Condition 7 shall be replaced by references to "[ jurisdiction of a country of residence of the Substitute for tax purposes and/or, if different, of its incorporation ]".

3. (a) The Guarantor unconditionally and irrevocably guarantees that, if for any reason the Substitute does not pay any sum payable by it under any Note or Coupon (whether or not attached to it) or this Deed on the date specified for such payment (whether on the normal due date, on acceleration or otherwise), the Guarantor will pay that sum in the currency in which it is payable under such Note to the Holder on that date on demand to the Guarantor at [     ].

(b) As between the Guarantor and each Holder but without effecting the Substitute's obligations, the Guarantor will be liable under this Deed as if it were the sole principal debtor and not merely a surety. Accordingly, it will not be discharged, nor will its liability be affected, by anything which would not discharge it or affect is liability if it were the sole principal debtor (including (i) any time, indulgence, concession, waiver or consent at any time given to the Substitute or any other person, (ii) any amendment or supplement to any of the Conditions or to this Deed or to any security or other guarantee or indemnity, (iii) the making or absence of any demand on the Substitute or any other person for payment, (iv) the enforcement or absence of enforcement of any Note or any Coupon or this Deed or of any security or other guarantee or indemnity, (v) the taking, existence or release of any security, guarantee or indemnity, (vi) the winding-up, dissolution, amalgamation, reconstruction or reorganisation of the Substitute or any other person or (vii) the illegality, invalidity or unenforceability of or any defect in any provision of any Note or any Coupon or this Deed or any of the Substitute's obligations under any of them).

(c) The Guarantor's obligations under this Deed are and will remain in full force and effect by way of continuing security until no sum remains payable under the Notes or any Coupons or this Deed. Furthermore, these obligations of the Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the Guarantor or otherwise, and may be enforced without first having recourse to the Substitute, any other person, any security or any other guarantee or indemnity. The Guarantor irrevocably waives all notices and demands whatsoever.

(d) So long as any sum remains payable under any Note or any Coupon or this Deed no right of the Guarantor, by reason of the performance of any of its obligations under this Deed, to be indemnified by the Substitute or to take the benefit of or enforce any security or other guarantee or indemnity shall be exercised or enforced.

(e) The Guarantor shall on demand indemnify the relevant Holder against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Substitute under any relevant Note or Coupon or this Deed and the Guarantor shall in any event pay to it on demand the amount as refunded by it.

(f) As separate, independent and alternative stipulations, the Guarantor unconditionally and irrevocably agrees: (i) that any sum which, although expressed to be payable by the Substitute under any Note or any Coupon or this Deed, is for any reason (whether or not now existing and whether or not now known or becoming known to the Substitute, the Guarantor or any Noteholder or Couponholder) not recoverable from the Guarantor on the basis of a guarantee shall nevertheless be recoverable from it if it were the sole principal debtor and shall be paid by it to the relevant Holder on demand and (ii) as a primary obligation to indemnify each Holder against any loss suffered by it as a result of any sum

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expressed to be payable by the Substitute under any Note or any Coupon or this Deed not being paid by the time, on the date and otherwise in the manner specified therein or any payment obligation of the Substitute under any Note or any Coupon or this Deed being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to the Substitute, the Guarantor or any Noteholder or Couponholder), the amount of that loss being the amount expressed to be payable by the Substitute in respect of the relevant sum.

4. All payments by the Guarantor under this Deed shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Kingdom of Norway or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event the Guarantor shall pay such additional amounts as will result in receipt by the Noteholders and Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note or Coupon:

(a) to, or to a third party on behalf of, a Holder who would not be liable or subject to the withholding or the deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority;

(b) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties, assessments or governmental charges by reason of his having some connection with the Kingdom of Norway other than the mere holding of the Note or Coupon; or

(c) as a result of any FATCA Withholding.

5. The Conditions shall apply, where the context so admits, with any necessary consequential modifications, to the Guarantor and to its obligations under this Deed. For the avoidance of doubt:

(a) in Condition 2 (Status) the payment obligations shall include those of the Guarantor under this Deed;

(b) in Condition 3 (Negative Pledge) reference to the Issuer shall also include references to the Guarantor, and references to the Issuer's Relevant Debt shall also, in the alternative, include references to the Guarantor's Relevant Debt;

(c) Condition 6(h) (Purchases) shall apply, mutatis mutandis , to the Guarantor and any Notes so purchased shall not entitle the holder to vote at, or attend, or be counted towards the quorum at meetings of the Noteholders for such Notes;

(d) Condition 9 (Events of Default):

(i) references to the Issuer or its Principal Subsidiaries in subclause (e) (Winding-up), shall in each case include a reference to the Guarantor and its Principal Subsidiaries;

(ii) there shall be an additional Event of Default if the Substitute ceases to be wholly-owned and controlled by the Guarantor; and

(iii) there shall be an additional Event of Default if the obligations of the Guarantor under this Deed are not (or are claimed by the Guarantor not to be) in full force and effect; and

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(iv) in Condition 14 (Meetings of Noteholders, Modification and Waiver) an extra category shall be added to the proposals for which a special quorum is required, namely a proposal to modify or cancel the obligations of the Guarantor under this Deed.

6. The Substitute agrees to indemnify each Noteholder and Couponholder against (A) any tax, duty, assessment or governmental charge which is imposed on such Holder by (or by any authority in or of) the jurisdiction of the country of residence of the Substitute for tax purposes and/or, if different, of its incorporation with respect to any Note or Coupon and which would not have been so imposed had the substitution not been made and (B) any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution.

7. The Substitute and the Guarantor agree that the benefit of the undertakings and the covenants binding upon them contained in this Deed shall be for the benefit of each and every Noteholder and Couponholder and each Noteholder and Couponholder shall be entitled severally to enforce such obligations against the Substitute and the Guarantor.

8. This Deed shall be deposited with and held to the exclusion of the Substitute and the Guarantor by the Agent at its specified office for the time being under the Conditions and the Substitute and the Guarantor hereby acknowledge the right of every Noteholder to production of this Deed and, upon request and payment of the expenses incurred in connection therewith, to the production of a copy hereof certified by the Agent to be a true and complete copy.

9. This Deed may only be amended in the same way as the other Conditions are capable of amendment under Schedule 4 of the Agency Agreement and any such amendment of this Deed will constitute one of the proposals specified in Condition 14 to which special quorum provisions apply.

10. The Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

11. The Courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Deed and accordingly any legal action or proceedings arising out of or in connection with this Deed ( Proceedings ) may be brought in such courts. Each of the Substitute and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each Holder and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

12. No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

13. Each of the Substitute and the Guarantor irrevocably appoints [     ] of [     ] as its agent in England to receive service of process in respect of any Proceedings in England. If for any reason it does not have such an agent for service of process, the Substitute or the Guarantor, as the case may be, will promptly appoint a substitute process agent and notify the Noteholders of such appointment in accordance with the Conditions. Nothing herein shall affect the right to serve process in any other manner permitted by law.

IN WITNESS whereof this Deed has been executed as a deed poll on the date stated at the beginning.

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EXECUTED as a DEED under seal

)

by [ Existing Issuer ] and signed )
and delivered as a deed on its )
behalf by )
in the presence of: )
   
Witness:  
   
Name:  
   
Address:  

 

EXECUTED as a DEED under seal

)

by [ Substitute ] and signed )
and delivered as a deed on its )
behalf by )
in the presence of: )
   
Witness:  
   
Name:  
   
Address:  

 

EXECUTED as a DEED under seal

)

by STATOIL PETROLEUM AS )
and signed )
and delivered as a deed on its )
behalf by )
in the presence of: )
   
Witness:  
   
Name:  
   
Address:  

 

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SCHEDULE 7

FORM OF ISSUER – ICSDs AGREEMENT

Agreement to be sent to both:

Euroclear Bank SA/NV
New Issues Department
1 Boulevard du Roi Albert II
B-1210 Brussels, Belgium
issuerageements@euroclear.com
Fax: +32 (0) 2 224 1421
and

Clearstream Banking SA
New Issues Department
42 Avenue J.F. Kennedy
L-1855 Luxembourg
issueragreements@clearstream.com
Fax: +44 (0)207 862 7005

PROGRAMME FORM

AGREEMENT ENTERED INTO THIS [          ], AMONG:

Name of issuer:           Statoil ASA

Address of issuer:    Forusbeen 50, N-4035 Stavanger, Norway (the Issuer); and

Euroclear Bank SA/NV of 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and Clearstream Banking SA of 42 Avenue J.F. Kennedy, L-1855 Luxembourg (each a Relevant Clearing System ).

Subject: Acceptance of:

Programme Name: Statoil ASA €20,000,000,000 Euro Medium Term Note Programme

This agreement sets forth the understanding of the parties with respect to securities to be issued, as applicable, in (i) bearer New Global Note form ( NGN Securities ) or (ii) registered form under the New Safekeeping Structure ( NSS Securities ) under the above-captioned programme (the Securities ) that the Issuer may request be made eligible for settlement with Euroclear Bank SA/NV and Clearstream Banking SA (the ICSDs ).

In order to allow the ICSDs to accept the Securities as eligible for settlement with the ICSDs and to properly service the Securities, the Issuer hereby represents and warrants to the ICSDs that in all matters relating to the Securities it will, and it will require any agent appointed by it to, comply with the requirements for the Securities set out herein.

1. The ICSDs hereby agree that:

(a) with respect to the issue outstanding amount ( IOA ) of the Securities, each of them will (in the case of NGN Securities) maintain their respective portion of the IOA through their records; will (in the case of NSS Securities) reflect through their records their respective portion of the IOA as maintained by the NSS securities' register; will undertake daily reconciliations of such amounts with each other; and will ensure on a daily basis that the aggregate total of their respective records matches the IOA;

(b) each of them will promptly update their records to reflect the discharge of the Issuer's obligations with respect to the Securities upon the receipt of (i) a redemption payment as required pursuant to the terms of the Securities; and (ii) a confirmation from the Issuer or its agent of a mark-up (that is, increase) or mark-down (that is, decrease) of the IOA of the Securities; in doing so, each ICSD will

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consult with the other to ensure that the aggregate of the amounts so updated by them is equal to the total mark-up or mark-down notified to them;

(c) each of them will, or will require any agent appointed by it to, provide the necessary information to the Issuer's agents to enable the Issuer's agents to comply with 2(c) below; and

(d) each of them confirms that, upon the Issuer’s request, it will produce for the Issuer’s use a statement showing the sum of the total nominal amount of its customer holdings for the Securities as of a specified date.

2. The Issuer must procure that, in relation to any Securities:

(a) it or its agents will inform the ICSDs (through the common service provider appointed by the ICSDs to service the Securities (the CSP )) of the initial IOA for such Securities on or prior to the applicable closing date;

(b) if any event occurs that requires a mark-up or mark-down of the records that an ICSD holds for its customers to reflect such customers’ interest in such Securities, one of its agents will promptly provide details of the amount of such mark-up or mark-down, together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of such NGN Securities in the records of the ICSDs, or the records of the ICSDs reflecting the IOA of such NSS Securities, remain(s) at all times accurate;

(c) it or its agents will at least monthly perform a reconciliation process with the ICSDs (through the CSP) with respect to the IOA for such Securities and will promptly inform the ICSDs (through the CSP) of any discrepancies;

(d) it or its agents will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of such NGN Securities or in the records reflecting the IOA of such NSS Securities;

(e) it or its agents will promptly provide to the ICSDs (through the CSP) details of all amounts paid under the Securities (or, where the Securities provide for delivery of assets other than cash, of the assets so delivered);

(f) it or its agents will promptly provide to the ICSDs (through the CSP) any changes to the Securities that will affect the amount of, or date for, any payment due under such Securities;

(g) it or its agents will promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Securities;

(h) its agents will promptly pass on to it all communications they receive from the ICSDs directly or through the CSP relating to the Securities; and

(i) its agents will promptly notify the ICSDs (through the CSP) of any failure by the Issuer to make any payment or delivery due under the Securities when due.

The Issuer’s obligations under this Agreement will be discharged if it includes provisions substantially to the effect set out in the paragraph above in any agreement it has with its agents. The Issuer agrees that the ICSDs may rely on communication from its agents as if such communication was received directly from the Issuer.

3. This Agreement is not intended to create and does not create any relationship of agency between the parties to it.

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4. This Agreement is governed by the law of the jurisdiction marked on Schedule 1.

Signed on behalf of:

Statoil ASA

By:

 

(Signature of Authorised Officer of Issuer or agent with Authorisation of Issuer)

Name of Signatory:

On behalf of Euroclear Bank SA/NV

On behalf of Clearstream Banking, société anonyme

____/s/Peter Sneyers ____/s/Andreas Wolf
Peter Sneyers, Managing Director, Head of Asset
Servicing Operations & Clients Services
Andreas Wolf, Chief Operating Officer

 

On behalf of Euroclear Bank SA/NV

On behalf of Clearstream Banking, société anonyme

____/s/Luigi Bearzatto ____/s/Mark Gem
Luigi Bearzatto, Head of Department New Issues Mark Gem, Head of Department, Business Management

 

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Schedule 1
You can specify one jurisdiction only
Austria X Latvia
Belgium Liechtenstein
Canada Lithuania
Cyprus Luxembourg
Czech Republic Malta
Denmark Netherlands
England & Wales Norway
Estonia Poland
Finland Portugal
France Scotland
Germany Slovakia
Greece Slovenia
Hungary Spain
Iceland Switzerland
Ireland Sweden
Italy U.S.A. - New York
Japan - Other State

 

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SCHEDULE 8

ADDITIONAL DUTIES OF THE AGENT

1. The Agent will inform each of Euroclear and Clearstream, Luxembourg (the ICSDs ), through the common service provider appointed by the ICSDs to service the Notes (the CSP ), of the initial issue outstanding amount ( IOA ) for each Tranche on or prior to the relevant Issue Date.

2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers' interest in the Notes, the Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP ) to ensure that the IOA of the Notes remains at all times accurate.

3. The Agent will at least once every month reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

4. The Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.

5. The Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

6. The Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

7. The Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

8. The Agent will promptly pass on to the Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

The Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the Issuer to make any payment or delivery due under the Notes when due.

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SIGNATORIES

 

The Issuer
STATOIL ASA
By: ____/s/ Philippe F. Mathieu

 

The Guarantor
STATOIL PETROLEUM AS
By: ____/s/ Philippe F. Mathieu

 

The Agent
THE BANK OF NEW YORK MELLON
By:

 

The other Paying Agent
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A
All communications c/o the Agent
By:

 

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APPENDIX 1

FORM OF CALCULATION AGENCY AGREEMENT

DRAFT

 

 

CALCULATION AGENCY AGREEMENT

 

 

[     ]

 

STATOIL ASA
as Issuer

and

[STATOIL PETROLEUM AS

as Guarantor]

€20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

 

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CONTENTS

Clause   Page

1.

Appointment of the Calculation Agent 102
2. Duties of Calculation Agent 102
3. Expenses 102
4. Indemnity 103
5. Conditions of Appointment 103
6. Termination of Appointment 104
7. Notices 105
8. GENERAL 105
9. Contract (Rights of Third Parties) Act 1999 106
10. Governing Law and Submission to Jurisdiction 106
     
     
Signatories   108

 

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CALCULATION AGENCY AGREEMENT

in respect of the
STATOIL ASA €20,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

 

THIS AGREEMENT is made on [     ]

BETWEEN:

(1) STATOIL ASA of Forusbeen 50, N-4035 Stavanger, Norway (the Issuer );

(2) [STATOIL PETROLEUM AS of Forusbeen 50, N-4035 Stavanger, Norway (the Guarantor )]; and

(3) [         ] of [         ] (the Calculation Agent , which expression shall include its successor or successors for the time being as calculation agent hereunder).

WHEREAS:

(A) The Issuer has entered into an amended and restated Programme Agreement with the Dealers named therein dated 5 February 2016 under which the Issuer may issue Euro Medium Term Notes ( Notes ) with an aggregate nominal amount of up to €20,000,000,000 (or its equivalent in other currencies).

(B) The Notes will be issued subject to and with the benefit of an amended and restated Agency Agreement (the Agency Agreement ) dated 5 February 2016 and entered into between the Issuer, The Bank of New York Mellon as Agent (the Agent which expression shall include its successor or successors for the time being under the Agency Agreement) and the other parties named therein.

NOW IT IS HEREBY AGREED that:

1. APPOINTMENT OF THE CALCULATION AGENT

The Issuer hereby appoints [               ] as Calculation Agent in respect of each Series of Notes described in the Schedule hereto (the Relevant Notes ) for the purposes set out in clause 2 below, all upon the provisions hereinafter set out. The agreement of the parties hereto that this Agreement is to apply to each Series of Relevant Notes shall be evidenced by the manuscript annotation and signature in counterpart of the Schedule hereto.

2. DUTIES OF CALCULATION AGENT

The Calculation Agent shall in relation to each Series of Relevant Notes perform all the functions and duties imposed on the Calculation Agent by the terms and conditions of the Relevant Notes (the Conditions ) including endorsing the Schedule hereto appropriately in relation to each Series of Relevant Notes. In addition, the Calculation Agent agrees that it will provide a copy of all calculations made by it which affect the nominal amount outstanding of any Relevant Notes which are identified on the Schedule as being NGNs to The Bank of New York Mellon to the contact details set out on the signature page hereof.

3. EXPENSES

[To be agreed at the time of appointment.]

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4. INDEMNITY

4.1 The Issuer shall indemnify (and failing the Issuer so indemnifying, the Guarantor agrees so to indemnify) the Calculation Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against the Calculation Agent as a result of or in connection with its appointment or the exercise of its powers and duties hereunder except such as may result from its own default, negligence or bad faith or that of its officers, directors or employees or the breach by it of the terms of this Agreement.

4.2 The Calculation Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) which the Issuer may incur or which may be made against the Issuer as a result of the breach by the Calculation Agent of the terms of this Agreement or its default, negligence or bad faith or that of its officers, directors or employees.

5. CONDITIONS OF APPOINTMENT

5.1 In acting hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as agent of the Issuer [and the Guarantor] and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes or the coupons (if any) appertaining thereto (the Coupons ).

5.2 In relation to each issue of Relevant Notes the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform such duties and only such duties as are herein and in the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Relevant Notes against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances.

5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers.

5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer [or the Guarantor] or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer [or the Guarantor].

5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have if the Calculation Agent were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Issuer [or the Guarantor] and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer [or the Guarantor] as freely as if the Calculation Agent were not appointed hereunder.

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6. TERMINATION OF APPOINTMENT

6.1 The Issuer [or the Guarantor] may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding:

(a) such notice shall not expire less than 45 days before any date upon which any payment is due in respect of any Relevant Notes; and

(b) notice shall be given in accordance with the Conditions, to the holders of the Relevant Notes at least 30 days prior to any removal of the Calculation Agent.

6.2 Notwithstanding the provisions of subclause 6.1 above, if at any time:

(a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(b) the Calculation Agent fails duly to perform any function or duty imposed upon it by the Conditions and this Agreement,
the Issuer [and the Guarantor] may forthwith without notice terminate the appointment of the Calculation Agent, in which event notice thereof shall be given to the holders of the Relevant Notes, in accordance with the Conditions as soon as practicable thereafter.

6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.

6.4 The Calculation Agent may resign its appointment hereunder at any time by giving to the Issuer [and the Guarantor] at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice thereof to the holders of the Relevant Notes, in accordance with the Conditions.

6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer [and the Guarantor] agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.1 or 6.4, the Issuer [and the Guarantor] has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer [and the Guarantor] shall approve (such approval not to be unreasonably withheld or delayed).

6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties

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and obligations of such predecessor with like effect as if originally named as the Calculation Agent hereunder.

6.7 If the appointment of the Calculation Agent hereunder is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall, on the date on which such termination becomes effective, deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities hereunder.

6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, unless otherwise required by the Issuer and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such corporation. Written notice of any such merger, conversion, consolidation or transfer shall forthwith be given to the Issuer and the Agent.

6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a further financial institution of good standing as successor Calculation Agent.

7. NOTICES

Any notice or communication given hereunder shall be sufficiently given or served:

(a) if delivered in person to the relevant address specified on the signature pages hereof or such other address as may be notified by the recipients in accordance with this clause and, if so delivered, shall be deemed to have been delivered at time of receipt; or

(b) if sent by facsimile to the relevant number specified on the signature pages hereof or such other address as may be notified by the recipients in accordance with this clause and, if so sent, shall be deemed to have been delivered immediately after transmission provided such transmission is confirmed when an acknowledgement of receipt is received.
Where a communication is received after business hours it shall be deemed to be received and become effective on the next business day. Every communication shall be irrevocable save in respect of any manifest error therein.

8. GENERAL

8.1 The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

8.2 This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

8.3 If any provision in or obligation under this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality

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or enforceability under the law of that jurisdiction of any other provision in or obligation under this Agreement, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Agreement

9. CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

10. GOVERNING LAW AND SUBMISSION TO JURISDICTION

10.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

10.2 The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and accordingly any legal action or proceedings arising out of or in connection with this Agreement ( Proceedings ) (including any Proceedings relating to any non-contractual obligations arising out of or in connection with this Agreement) may be brought in such courts. The Issuer [and the Guarantor each] irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of the Calculation Agent and shall not limit its right to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

10.3 The Issuer [and the Guarantor each] irrevocably appoints Statoil (U.K.) Limited (whose offices are at the date of this Agreement at One Kingdom Street, Paddington Central, London W2 6BD) as its agent for service of process in respect of any Proceedings in England. If for any reason such agent shall cease to be such agent for service of process, the Issuer shall forthwith, on request of the Calculation Agent, appoint a new agent for service of process in England and deliver to the Calculation Agent a copy of the new agent's acceptance of that appointment within 30 days. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

IN WITNESS whereof this Agreement has been entered into the day and year first above written.

 

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SCHEDULE TO THE CALCULATION AGENCY AGREEMENT

Series number Issue Date Maturity Date Title and Nominal Amount NGN [Yes/No] Annotation by Calculation Agent/Issuer

 

 

 

 

 

 

 

 

 

 

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SIGNATORIES

STATOIL ASA
Forusbeen 50
N-4035 Stavanger
Norway
Telefax No: + 47 51 99 90 17
Attention: Compliance Officer, Group Finance
 
By:
 
[STATOIL PETROLEUM AS
Forusbeen 50
N-4035 Stavanger
Norway
Telefax No: + 47 51 99 90 17
Attention: Compliance Officer, Group Finance
 
By:        ]
 
[Name of Calculation Agent]
[Address of Calculation Agent]
Telefax No: [                ]
Attention: [                ]
 
By:
 
Contact Details
 

THE BANK OF NEW YORK MELLON
One Canada Square
London E14 5AL


Attention: Corporate Trust Administration STATOIL ASA
Email: corpsov1@bnymellon.com


Copy to Fax: +44 207 964 2536

 

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DEED OF COVENANT

5 FEBRUARY 2016

STATOIL ASA

in respect of a
€20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

 

ALLEN & OVERY

Allen & Overy LLP

0010155-0002367 ICM 23574768.1

 

 

THIS DEED OF COVENANT is made on 5 February 2016 by STATOIL ASA (the Issuer) in favour of the account holders specified below of Clearstream Banking, société anonyme. Euroclear Bank S.A./N.V., and/or any other additional clearing system or systems as are specified in Part B of the Final Terms relating to any Note (as defined below) (each a Clearing System ).

WHEREAS:

(A) The Issuer has entered into an amended and restated Programme Agreement (the Programme Agreement , which expression includes the same as it may be further amended and/or restated and/or supplemented from time to time) dated 5 February 2016 with the Dealers named therein under which the Issuer proposes from time to time to issue Euro Medium Term Notes (the Notes ).

(B) The Notes (other than the VPS Notes (as defined in the Programme Agreement)) will initially be represented by, and comprised in, Temporary Global Notes (the Temporary Global Notes) and thereafter may be represented by, and comprised in, Permanent Global Notes (the Permanent Global Notes , the Temporary Global Notes and Permanent Global Notes being herein together called the Global Notes ) representing a certain number of underlying Notes (the Underlying Notes).

(C) Each Global Note may, after issue, be deposited with a depositary for one or more Clearing Systems (each such Clearing System or all such Clearing Systems together, the Relevant Clearing System ). Upon such deposit of a Global Note the Underlying Notes represented by such Global Note will be credited to a securities account or securities accounts with the Relevant Clearing System. Any account holder with the Relevant Clearing System which has Underlying Notes credited to its securities account from time to time (each a Relevant Account Holder) will , subject to and in accordance with the terms and conditions and operating procedures or management regulations of the Relevant Clearing System, be entitled to transfer such Underlying Notes and (subject to and upon payment being made by the Issuer to the bearer in accordance with the terms of the relevant Global Note) will be entitled to receive payments from the Relevant Clearing System calculated by reference to the Underlying Notes credited to its securities account.

(D) In certain circumstances specified in each Global Note, the bearer of the Global Note will have no further rights under the Global Note (but without prejudice to the rights which any person may have pursuant to this Deed of Covenant). The time at which this occurs is hereinafter referred to as the Relevant Time . In such circumstances each Relevant Account Holder will , subject to and in accordance with the terms of this Deed, acquire against the Issuer all those rights which such Relevant Account Holder would have had if, prior to the Relevant Time, duly executed and authenticated Definitive Note(s) (as defined in the Agency Agreement (the Agency Agreement , which expression includes the same as it may be further amended and/or restated and/or supplemented from time to time) dated 5 February 2016) and interest coupons (the Coupons ) appertaining to the Definitive Note(s) (if appropriate) had been issued in respect of its Underlying Note(s)and such Definitive Notes(s) and Coupons (if appropriate) were held and beneficially owned by such Relevant Account Holder.

NOW THIS DEED WITNESSES AS FOLLOWS:

1. If at any time the bearer of the Global Note ceases to have rights under it in accordance with the terms thereof, the Issuer hereby undertakes and covenants with each Relevant Account Holder (other than when any Relevant Clearing System is an account holder of any other Relevant Clearing System) that each Relevant Account Holder shall automatically acquire at the Relevant Time, without the need for any further action on behalf of any person, against the relevant Issuer all those rights which such Relevant Account Holder would have had if at the Relevant Time it held and beneficially owned duly executed and authenticated Definitive Note(s) and Coupons (if appropriate) in respect of each Underlying Note represented by such Global Note which such Relevant Account

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Holder has credited to its securities account with the Relevant Clearing System at the Relevant Time, The Issuer's obligation pursuant to this clause shall be a separate and independent obligation by reference to each Underlying Note which a Relevant Account Holder has credited to its securities account with the Relevant Clearing System and the Issuer agrees that a Relevant Account Holder may assign its rights hereunder in whole or in part.

2. The records of the Relevant Clearing System shall be conclusive evidence of the identity of the Relevant Account Holders and the number of Underlying Notes credited to the securities account of each Relevant Account Holder. For the purposes hereof a statement issued by the Relevant Clearing System stating:

(a) the name of the Relevant Account Holder to which such statement is issued; and

(b) the aggregate nominal amount of Underlying Notes credited to the securities account of such Relevant Account Holder as at the opening of business on the first day following the Relevant Time on which the Relevant Clearing System is open for business.

shall be conclusive evidence of the records of the Relevant Clearing System at the Relevant Time.

3. In the event of a dispute, the determination of the Relevant Time by the Relevant Clearing System (in the absence of manifest error) shall be final and conclusive for all purposes in connection with the Relevant Account Holders with securities accounts with the Relevant Clearing System.

4. The Issuer undertakes in favour of each Relevant Account Holder that, in relation to any payment to be made by it under this Deed, it will comply with the provisions of Condition 7 to the extent that they apply to any payments in respect of Underlying Notes as if those provisions had been set out in full in this Deed.

5. The Issuer agrees to pay any stamp and other duties and taxes, including interest and penalties, payable on or in connection with the execution of this Deed and any action taken by any Relevant Account Holder to enforce the provisions of this Deed.

6. The Issuer hereby warrants, represents and covenants with each Relevant Account Holder that it has all corporate power, and has taken all necessary corporate or other steps, to enable it to execute, deliver and perform this Deed, and that this Deed constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms subject to the laws of bankruptcy and other laws affecting the rights of creditors generally.

7. This Deed shall take effect as a Deed Poll for the benefit of the Relevant Account Holders from time to time and for the time being. This Deed shall be deposited with and held by the depositary or common safekeeper, as the case may be, for the Relevant Clearing System (being at the date hereof lite Bank of New York Mellon at One Canada Square, London E14 5AL) until all the obligations of the Issuer hereunder have been discharged in full.

8. The Issuer hereby acknowledges the right of every Relevant Account Holder to the production of, and the right of every Relevant Account Holder to obtain (upon payment of a reasonable charge) a copy of, this Deed, and further acknowledges and covenants that the obligations binding upon it contained herein are owed to, and shall be for the account of, each and every Relevant Account Holder, and that each Relevant Account Holder shall be entitled severally to enforce the said obligations against the Issuer.

9. If any provision in or obligation under this Deed is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality or enforceability under the law of that jurisdiction of any other provision in or obligation under this

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Deed, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Deed.

10. This Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this Agreement) and accordingly any legal action or proceedings arising out of or in connection with this Agreement (Proceedings) may be brought in such courts.
The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Relevant Account Holders and, to the extent allowed by applicable law, shall not limit the right or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any olher jurisdiction (whether concurrently or not).

The Issuer irrevocably appoints Statoil (U.K.) Limited (whose offices are at the date of this Agreement at One Kingdom Street. Paddington Central, London W2 6BD) as its authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for service of process, the Issuer shall forthwith, on request of the Agent, appoint a new agent for service of process in England and deliver to the Agent a copy of the new agent's acceptance of that appointment within 30 days, Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law.

IN WITNESS whereof the Issuer has caused this Deed to be duly executed the day and year first above mentioned.

 

EXECUTED as a DEED under seal
by STATOIL ASA
and signed and
delivered as a deed on its
behalf by
in the presence of:
____/s/Philippe F. Mathieu
   
Witness's Signature;

____/s/Siv Helen Rygh Torstensen

Name: Siv Helen Rygh Torstensen
Address: c/o Statoil ASA, N 4035 Stavanger, Norway

 

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DEED OF GUARANTEE

5 FEBRUARY 2016

STATOIL PETROLEUM AS

as Guarantor

€20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

 

ALLEN & OVERY

Allen & Overy LLP

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CONTENTS

Clause   Page

1.

Guarantee and Indemnity 1
2. Taxation 2
3. The Conditions 3
4. Benefit of Undertakings and Covenants 3
5. Deposit of Deed 3
6. Amendment 3
7. Contracts (Rights of Third Parties) Act 1999 3
8. Governing Law and Jurisdiction 3
9. Agent for Service of Process 4
     
  Signatories 5

 

THIS DEED OF GUARANTEE is made on 5 February 2016

BY:

STATOIL PETROLEUM AS of Forusbeen 50, N-4035 Stavanger. Norway (the Guarantor ),

in favour of the Holders (as defined below).

WHEREAS:

Statoil ASA (the Issuer ) and the Guarantor have entered into an Amended and Restated Programme Agreement dated 5 February 2016 with Banco Santander. S.A., Barclays Bank PLC, BNP Paribas, CIBC World Markets plc, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Danske Bank A/S, Deutsche Bank AG, London Branch, DnB Bank ASA, Goldman Sachs Intenational, HSBC Bank plc, J.P. Morgan Securities plc, Jyske Bank A/S, Merrill Lynch Intemational, Mizuho International plc, Morgan Stanley & Co. International plc, Nordea Bank Danmark A/S, Skandinaviska Enskilda Banken AB (publ), Société Générale, Svenska Handelsbanken AB (publ) and Swedbank AB (publ) as Dealers (the Programme Agreement which expression includes the same as it may be amended, supplemented or restated from time to time) under which the Issuer proposes from time to time to issue Euro Medium Term Notes, including, for the avoidance of doubt, VPS Notes (together, the Notes ).

(A) The Issuer and, inter alias , the Guarantor have entered into an Amended and Restated Agency Agreement dated 5 February 2016 with the agents named therein (the Agency Agreement , which expression includes the same as it may be amended, restated or supplemented from time to time).

(B) The Issuer has executed a Deed of Covenant dated 5 February 2016 (the Deed of Covenant , which expression includes the same as it may be amended, supplemented or restated from time to time) relating to the Global Notes issued by the Issuer pursuant to the Programme Agreement.

(C) If so indicated in the Final Terms in relation to any Series of Notes, the Guarantor agrees to guarantee the Issuer's obligations under the Notes as set forth herein.

(D) References herein to Notes include any Underlying Notes (as defined in the Deed of Covenant). References herein to Coupons are to Coupons relating to the Notes. References herein to Holder are to any Noteholder, VPS Noteholder, Couponholder or, in relation to any Underlying Notes, any Relevant Account Holder (each as defined in the Agency Agreement or the Deed of Covenant).

(E) Terms defined in the terms and conditions of the Notes other than VPS Notes or terms and conditions of the VPS Notes (the Conditions ) and in the Agency Agreement and not otherwise defined in this Deed shall have the same meaning when used in this Deed unless the context requires otherwise.

NOW THIS DEED WITNESSES as follows:

1. GUARANTEE AND INDEMNITY

1.1 The Guarantor unconditionally and irrevocably guarantees that, if for any reason the Issuer does not pay any sum payable by it under any Note or Coupon (whether or not attached to it) on the date specified for such payment (whether on the normal due date, on acceleration or otherwise), the Guarantor will pay that sum in the currency in which it is payable under such Note to the Holder from time to time on demand to the Guarantor.

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1.2 As between the Guarantor and each Holder but without affecting the Issuer's obligations, the Guarantor will be liable under this Deed as if it were the sole principal debtor and not merely a surety. Accordingly, it will not be discharged, nor will its liability be affected, by anything which would not discharge it or affect its liability if it were the sole principal debtor (including (a) any time, indulgence, concession, waiver or consent at any time given to the Issuer or any other person, (b) any amendment or supplement to any of the Conditions or to any security or other guarantee or indemnity; provided however , that, notwithstanding the foregoing, no such amendment or supplement shall, without the consent of the Guarantor, increase the principal amount of the Notes or the interest rate thereon or impose or increase any premium payable upon redemption thereof, (c) the making or absence of any demand on the Issuer or any other person for payment, (d) the enforcement or absence of enforcement of any Note or any Coupon or of any security or other guarantee or indemnity, (e) the taking, existence or release of any security, guarantee or indemnity, (f) the winding-up, dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person or (g) the illegality, invalidity or unenforceability of or any defect in any provision of any Note or any Coupon or any of the Issuer's obligations under any of them).

1.3 The Guarantor's obligations under this Deed are and will remain in full force and effect by way of continuing security until no sum remains payable under the Notes or any Coupons. Furthermore, these obligations of the Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the Guarantor or otherwise, and may be enforced without first having recourse to the Issuer, any other person, any security or any other guarantee or indemnity. The Guarantor irrevocably waives all notices and demands whatsoever.

1.4 So long as any sum remains payable under any Note or any Coupon no right of the Guarantor, by reason of the performance of any of its obligations under this Deed, to be indemnified by the Issuer or to take the benefit of or enforce any security or other guarantee or indemnity shall be exercised or enforced.

1.5 The Guarantor shall on demand indemnify the relevant Holder against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under any relevant Note or Coupon and the Guarantor shall in any event pay to it on demand the amount as refunded by it.

1.6 As separate, independent and alternative stipulations, the Guarantor unconditionally and irrevocably agrees: (a) that any sum which, although expressed to be payable by the Issuer under any Note or any Coupon, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor or any Holder) not recoverable from the Guarantor on the basis of a guarantee shall nevertheless be recoverable from it if it were the sole principal debtor and shall be paid by it to the relevant Holder on demand and (b) as a primary obligation to indemnify each Holder against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under any Note or any Coupon not being paid by the time, on the date and otherwise in the manner specified therein or any payment obligation of the Issuer under any Note or any Coupon being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor or any Holder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum.

2. TAXATION

All payments by the Guarantor under this Deed shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever

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nature imposed, levied, collected, withheld or assessed by or within the Kingdom of Norway or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In such event the Guarantor shall pay such additional amounts as will result in receipt by the Holders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in the circumstances set out in Condition 7 of the Terms and Conditions of the Notes other than VPS Notes and Condition 7 of the Terms and Conditions of the VPS Notes, as applicable.

3. THE CONDITIONS

The Conditions shall apply, where the context so admits, with any necessary consequential modifications, to the Guarantor and to its obligations under this Deed. For the avoidance of doubt:

(a) in Condition 2 (Status) the payment obligations shall include those of the Guarantor under this Deed; and

(b) in Condition 3 (Negative Pledge) references to the Issuer shall also include references to the Guarantor, and references to the Issuer's Relevant Debt shall also, in the alternative, include references to the Guarantor's Relevant Debt.

4. BENEFIT OF UNDERTAKINGS AND COVENANTS

The Guarantor agrees that the benefit of the undertakings and the covenants binding upon it contained in this Deed shall be for the benefit of each and every Holder and each Holder shall be entitled severally to enforce such obligations against the Guarantor.

5. DEPOSIT OF DEED

This Deed shall be deposited with and held to the exclusion of the Guarantor by the Agent at its specified office for the time being under the Conditions and the Guarantor hereby acknowledges the right of every Holder to production of this Deed and, upon request and payment of the expenses incurred in connection therewith, to the production of a copy hereof certified by the Agent to be a true and complete copy.

6. AMENDMENT

This Deed may only be amended in the same way as (i) in the case of VPS Notes, the Terms and Conditions of the VPS Notes are capable of amendment under the VPS Trustee Agreement, and (ii) in the case of Notes other than VPS Notes, the Terms and Conditions of the Notes other than VPS Notes are capable of amendment under Schedule 4 ofthe Agency Agreement.

7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

8. GOVERNING LAW AND JURISDICTION

8.1 This Deed and all non-contractual obligations arising out of or in connection with shall be governed by, and construed in accordance with, English law.

8.2 The courts of England have jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed or any non-

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contractual obligation arising out of or in connection with this Deed) or the consequences of its nullity (a Dispute ). The Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to the taking of any legal action or proceedings relating to a Dispute ( Proceedings ) in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each Holder and, to the extent allowed by applicable law, shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

9. AGENT FOR SERVICE OF PROCESS

The Guarantor irrevocably appoints Statoil (U.K.) Limited at its registered office in England at One Kingdom Street, Paddington Central, London W2 6BD as its agent in England to receive service of process in respect of any Proceedings in England. If for any reason it does not have such an agent for service of process the Guarantor will promptly appoint a substitute process agent and notify the Noteholders of such appointment in accordance with the Conditions. Nothing herein shall affect the right to serve process in any other manner permitted by law.

IN WITNESS whereof this Deed has been executed as a deed on the date stated at the beginning.

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SIGNATORIES

 

EXECUTED as a DEED under seal
by STATOIL PETROLEUM AS
and signed and
delivered as a deed on its
behalf by
in the presence of:

____/s/Asleiv Brandsøy

____/s/Odd Helge Bruvik

   
Witness's Signature:

____/s/Siv Helen Rygh Torstensen

Name: Siv Helen Rygh Torstensen
Address: c/o Statoil ASA, N 4035 Stavanger, Norway

 

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BETWEEN

GASSCO AS

AND

STATOIL PETROLEUM AS

This Agreement is made and entered into as of the 24 day of November 2010 by and between:

Gassco AS , a company incorporated under the laws of Norway of the first part, and

Statoil Petroleum AS , a company incorporated under the laws of Norway of the second part

(hereinafter individually referred to as “Party” and jointly referred to as the ”Parties”).

 

WHEREAS , on the basis of a decision by Stortinget on 26 April 2001, with further basis in St.prp. nr. 36 (2000 – 2001) and Innst. S. nr. 198 (2000 – 2001), Gassco AS has been established to operate the transportation systems for gas on and from the Norwegian continental shelf and to perform other businesses related to this, and

WHEREAS , it follows from the above decision that Gassco AS shall have the full responsibility for the management of certain natural gas transportation facilities as the Operator for same facilities, and

WHEREAS , it further follows from the above decision that the performance of the work connected to the daily technical operations of the transportation systems in regard to tasks such as maintenance, is to be carried out by the companies performing these operating functions  today, hereafter called Technical Services Providers, and

WHEREAS Statoil ASA and Gassco AS on February 27, 2002 entered into an agreement in which Statoil ASA  undertook to be the Technical Services Provider for the transportation facilities covered by said agreement, and

WHEREAS Statoil ASA have assigned the above agreement to Statoil Petroleum AS, and

WHEREAS the Parties as from the effective date of this Agreement wish to replace the agreement dated February 27, 2002 as amended with this Agreement.

 

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND ATTACHMENTS

The following terms shall have the meaning stated below:

1.1“Agreement” shall mean the main body of this agreement including the attachments listed in article 1.2, as originally executed or as amended from time to time.

1.2 “Joint Ventures” shall mean the respective joint ventures described in the following participants’ agreements, as amended from time to time:
- Haltenpipe Participants’ Agreement dated 23 June 1995
- Gassled Participants’ Agreement dated 4 March 2009.

 1.3 “Kollsnes Gas Plant” shall mean the onshore gas processing plant for handling of natural gas located at Kollsnes, Øygarden.

1.4 “Kårstø Gas Plant” shall mean the onshore gas processing plant for handling of natural gas located at Kårstø, Tysvær.

1.5 “Operator” shall mean Gassco AS.

1.6 “Technical Services Provider” shall mean Statoil Petroleum AS.

1.7 “Transportation System” shall have the meaning as described in Attachment 1.

1.8 “Services shall mean all technical services that the Technical Services Provider shall perform in accordance with this Agreement.

The definitions in Attachment 2 shall also apply to the main body of the Agreement.

1.2 Attachments

The attachments listed below are part of this Agreement.

Attachment 1 - Description of the Transportation System.

Attachment 2 - General Terms and Conditions for the provision of Services for gas infrastructure Joint Ventures operated by Gassco AS. ("General Terms and Conditions").

2. OBJECTIVE

2.1 Objective and priorities

This Agreement shall regulate all duties and rights between the Technical Services Provider and the Operator in regard to the execution of Services.

The Parties shall, when performing their duties pursuant this Agreement, give priority to safety in order to protect life, health, environment and property.

The Parties shall in their performance of this Agreement always have due regard to the integrity of proprietary information and keep such information confidential for the benefit of its rightful owner.

The Parties shall execute their duties and rights under this Agreement in an efficient and cost effective manner.

2.2 Interpretation in the event of contradiction

In the event of any conflict between the main body of this Agreement and the attachments, the clauses of the main body shall prevail.

 

3. DISCHARGE OF THE TECHNICAL SERVICES PROVIDER

A discharge of the Technical Services Provider in accordance with article 15.1 of the General Terms and Conditions shall be approved by the respective Joint Venture.

In the event of a termination by either Party of the Services of the Technical Services Provider for the Kårstø Gas Plant or the Kollsnes Gas Plant, the maximum period of prolonged term of the Agreement referred to in article 15.3 of the General Terms and Conditions shall be extended to twelve (12) months.

 

4. KÅRSTØ AND KOLLSNES FACILITIES - RESEARCH AND DEVELOPMENT PROJECTS

It is understood and agreed between the Parties that research and development studies are of a particular importance for the development and state of the art maintenance of the onshore facilities at Kårstø and Kollsnes, and for the Technical Services Provider's maintenance and development of its competence as technical services provider for these facilities. It is also understood and agreed between the Parties that the onshore facilities at Kårstø and Kollsnes are important to the industrial development in the region and that research and development funds are a required contribution in this respect.

 

5. ANTI-CORRUPTION AND FACILITATION PAYMENTS

The Parties represent and warrant to comply with, and to use reasonable endeavours to procure that relevant third parties used for fulfilling the Parties' respective obligations under the Agreement comply with, all laws, rules, regulations, decrees or official governmental orders prohibiting bribery, corruption and money laundering applicable to any of the Parties or their ultimate parent companies.

A Party may terminate the Agreement, upon written notice to the other, if the other Party is in breach of the above.

 

6. DURATION

This Agreement shall become effective as of 01.01.2011 and shall remain in effect until terminated as provided for herein.

 

Executed in two (2) originals as of the day first above written:

Operator:

Technical Services Provider:

____/s/Svein Birger Thaule ____/s/Kjetil Ohm
Gassco AS Statoil Petroleum AS

 

 

ATTACHMENT 1

DESCRIPTION OF THE TRANSPORTATION SYSTEM

“Transportation System” shall mean the following facilities:

- Kårstø Gas Plant,

- the connected riser platforms Draupner-E and Draupner-S located in block 16/11 (hereinafter referred to as “Draupner-E” and “Draupner-S” respectively),

- the pipeline (28 inch upstream / 42 inch downstream of an expansion joint) commencing at the flexible riser connector at the Åsgard ERB and ending at the Kårstø Gas Plant, including the Åsgard ERB, and the T-connections on the pipeline,

- the 30 inch pipeline commencing in the vicinity of production platform B at the Statfjord field and ending at Kårstø Gas Plant including the T-connections on the pipeline,

- the 42 inch pipeline commencing at Kårstø Gas Plant and ending at the receiving, metering, heating and utility facilities at the pipeline landing point in Dornum, Germany,

- the 28 inch pipeline commencing at Kårstø Gas Plant and ending at Draupner-S,

- the 36 inch pipeline commencing in the vicinity of Heimdal main platform and ending at Draupner-S including the 16 inch Jotun T-connection,

- the 40 inch pipeline between the Kollsnes Gas Plant and the export riser situated at the Sleipner field (hereinafter referred to as “Sleipner Riser”),

- the 40 inch pipeline between the Kollsnes Gas Plant and Draupner-E,

- the 30 inch pipeline between Sleipner Riser Platform and Draupner-S,

- the 40 inch pipeline between Sleipner Riser Platform ending at the inlet facilities of the onshore terminal for receipt and handling of natural gas located in Zeebrugge, Belgium,

- the 40 inch pipeline between Draupner-S, via Draupner-E, and ending at the inlet facilities of the onshore terminal for receipt and handling of natural gas located in Dornum, Germany,

- the 42 inch pipeline commencing at the Dornum terminal and ending at the inlet facilities of the onshore terminal for receipt and handling of natural gas located in Emden, Germany,

 

- the 42 inch pipeline commencing at Draupner-E and ending at the inlet facilities of the onshore terminal for receipt, handling and redelivery of natural gas located in Dunkerque, France,

- Kollsnes Gas Plant,

- the 42 inch pipeline starting at Nyhamna and ending at Sleipner Riser Platform,

- the 44 inch pipeline starting at Sleipner Riser Platform and ending at the inlet facilities of the onshore terminal for receipt, handling and redelivery of natural gas located in Easington, UK,

- the 32 inch pipeline starting at Statfjord B and ending at the tie-in to FLAGS,

- the 16 inch pipeline from Norne FPSO to Gassled Area B,

- the 30 inch pipeline from Kvitebjørn platform to Gassled Area E,

- the 36 inch pipeline commencing at the gas processing platform at the Oseberg field (“Oseberg D platform”) and ending at, and including, the riser platform located at the Heimdal field,

- Haltenpipe Joint Venture facilities.



The battery limits are set out in the Gassled Participants’ Agreement and the Haltenpipe Participants’ Agreement. In addition the battery limits between the part of the Gassled transportation system covered under this Agreement and the part of the Gassled transportation system covered under other Technical Services Agreements and the battery limits towards the receiving facilities are set out in Appendix A to this Attachment 1.

           

APPENDIX A TO ATTACHMENT 1.

BATTERY LIMITS BETWEEN THE PART OF THE GASSLED TRANSPORTATION SYSTEM COVERED BY THIS AGREEMENT AND OTHER GASSLED FACILITIES

1.1 Battery limit between the part of the Gassled transportation system covered by this Agreement and Norpipe gas pipeline.



1.2 Battery limit between the part of the Gassled transportation system covered by this Agreement and the facilities in Easington UK.

 

1.3. Battery limit between Statoil TSP and Vesterled.

 

1.4. Battery limits between the Europipe Receiving Facilities’ and pipelines

           
The battery limits are at the inlet flanges immediately downstream of the pig receivers of the Draupner - Dornum pipeline and the Kårstø - Dornum pipeline, and at the outlet flange immediately upstream of the pig launcher of the pipeline to Europipe Metering Station.

 

 

1.5. Battery limits between the Europipe Metering Station and Europipe Receiving Facilities pipeline.

The battery limit between the Europipe Receiving Facilities pipeline and the Europipe Metering Station is at the inlet flange immediately downstream of the pig receiver.

 
           

 

ATTACHMENT  2

GENERAL TERMS AND CONDITIONS

FOR THE PROVISION OF

TECHNICAL SERVICES

FOR

GAS INFRASTRUCTURE JOINT VENTURES

OPERATED BY

GASSCO AS

 

Table of Contents

1        Definitions and appendix
1.1       Definitions
1.2       Appendix
2        Scope of Services
2.1       Services
2.2       Joint Ventures
3        Performance of the Services
3.1       Priority to safety
3.2       Conduct of the Technical Services Provider
3.3       Neutrality
3.4       Information
3.5       Reports
3.6       Organisation
3.7       Documentation
4        Operator
4.1       Rights and duties of the Operator
4.2       Governmental authorities
5        Liability and insurance
5.1       Liability
5.2       Insurance
6        Work programs, budgets and financial reporting
6.1       Preliminary work programs and budgets
6.2       Proposed work programs and budgets
6.3       Approval of budgets and release of budget funding
6.4       Changes to approved work programs and budgets.
6.5       Structure and content of the budgets and monthly financial reporting
6.6       Structure and content of the settlement report for budget items 1-98 (TSP Invoice)
6.7       Structure and content of the settlement report for budget items 99
6.8       Project management
7        Budget overrun and expenditure not specifically approved
7.1       Budget overrun
7.2       Emergency expenses
8        Contract procedure
8.1       Purchasing
8.2       Tender invitations
8.3       Contracting
8.4       Approval thresholds
9        Costs and accounting
9.1       Provision of funds
9.2       Accounting
10     Materials and intangible property
11     Confidentiality
12     Force Majeure
13     Notices
13.1         Delivery and receipt of notices
13.2         Operational communications
14     Financial, HSE and technical audits
14.1         Right to audit
14.2         Right of access
14.3         Audit period
14.4         Audit teams
14.5         Unsettled audit claims and audit of standard rates for Affiliated Companies
14.6         Minimal disturbance
15     Termination
15.1         Termination without cause
15.2         Termination due to specific cause
15.3         Prolonged term of the Agreement
15.4         Hand-over
15.5         Transfer audit and settlement of costs
16     Assignment
16.1         Assignment to Affiliated Company
16.2         Assistance to assignee
17     Applicable law and jurisdiction

 

1 Definitions and appendix

1.1 Definitions

The terms below shall have the following meaning in this Agreement:

  1. “Accounting Procedures“ shall mean the procedures described in Appendix 1 to these General Terms and Conditions.

  2. Affiliated Company” in relation to a Party shall mean

    i) any enterprise which directly or indirectly holds more than fifty (50) percent of the share capital or the votes, or in any other way directly or indirectly exercises a controlling interest in a Party hereto, or

    ii) any enterprise in which one of the Parties hereto directly or indirectly holds more than fifty (50) percent of the share capital or the votes, or in any other way directly or indirectly exercises a controlling interest, or

    iii) any enterprise of which more than fifty (50) percent of the share capital or votes are held directly or indirectly or which in any other way directly or indirectly is controlled by one or more enterprise(s) which holds directly or indirectly more than fifty (50) percent of the share capital or the votes or in any other way exercises directly or indirectly a controlling interest in a Party hereto.

  3. “Business Day” shall mean any day that is neither a Saturday, a Sunday nor a public holiday in Norway.

  4. “General Terms and Conditions” shall mean the terms and conditions laid down in this Attachment 2.

  5. “HSE” shall mean health, safety and environment.

  6. “Operating Agreement” shall mean the agreement so named and entered into between Gassco AS and the relevant Joint Venture regulating the rights and responsibilities of Gassco AS as operator of such Joint Venture effective as of 1 January 2009, as amended.

 

The definitions in main body of the Agreement shall also apply to this Attachment 2.

1.2 Appendix

The following appendix is enclosed to these General Terms and Conditions and made a part hereof for all purposes:

Appendix 1 - Accounting Procedures.

2 Scope of Services

2.1 Services

The responsibilities of the Technical Services Provider shall include (but not necessarily be limited to);

2.1.1 The daily technical operation and maintenance, repair, replacement, modification and removal of the Transportation System. Further the responsibilities of the Technical Services Provider shall include execution of tie-ins to and expansions of the Transportation System, provided the Operator has agreed to execute such scope; 

2.1.2 as requested from time to time, to assist the Operator in its work related to the development of the existing Transportation System and future developments involving the Transportation System, provided such work  can be performed within a time schedule and scope as determined in the yearly budget and planning process referred to in articles 6.1 and 6.2. The work performed by the Technical Services Provider hereunder may include studies, planning, engineering and execution;

2.1.3 the preparation and submission to the Operator of proposals for work programs and budgets pursuant to this Agreement;

2.1.4 the execution of such work programs in accordance with budgets as approved by the Operator;

2.1.5 responsibility for the planning and, in accordance with approved work programs and budgets, the obtaining of all services and materials required for the Services.

2.2 Joint Venture s

2.2.1 Upon request by the Operator and subject to acceptable prior notice, the Technical Services Provider shall attend meetings of the Joint Venture(s) or parts thereof, to present issues relative to the Services to the Joint Venture(s).
The Technical Services Provider shall have the right to be present in meetings of the Joint Venture(s) as observer.

2.2.2 The Operator shall notify the Technical Services Provider of decisions taken by the Joint Venture(s) which will or may affect the performance of the Services.

3 Performance of the Services

3.1 Priority to safety

3.1.1 The Technical Services Provider shall on matters concerning the Services give priority to safety in order to protect life, health, environment and property in accordance with this Agreement, its own and the Operator’s requirements, applicable public requirements and standards relevant for the technical management of the Transportation System.

The safety management shall be performed in accordance with an overall HSE policy and ambitions which will be established by the Operator. The Technical Services Provider, having due regard to its internal safety management policies, shall maintain its HSE program for the operation of the Transportation System in accordance with this Agreement, government regulations and in alignment with the Technical Services Provider’s overall HSE program. The HSE program will be subject to review and comments by the Operator and the Operator shall have the right to perform safety audits in accordance with article 14.

3.1.2 The Technical Services Provider will as a part of the technical management of the Transportation System maintain a management system for supervision of all its activities regarding natural gas transportation and related technical operations, performed within this Agreement. This system shall comply with requirements in or pursuant to the Norwegian Petroleum Act of 29 November 1996, as amended and all other relevant acts, regulations and provisions and international standards for quality management which are relevant for the Technical Services Provider.

3.1.3 The Technical Services Provider shall promptly notify the Operator of any incidents or accidents and the actions taken or to be taken. The Operator will issue a procedure for monthly reporting of relevant HSE data and statistics.

3.2 Conduct of the Technical Services Provider

Subject as hereinafter provided, the Technical Services Provider shall;

3.2.1 have the right and be obliged to perform the Services by itself, its agents or its contractors in accordance with this Agreement and under the overall supervision and control and in accordance with the decisions of the Operator. To the extent that the Technical Services Provider performs the Services by the use of agents or contractors, it shall nonetheless remain responsible for such services in accordance with the provisions of this Agreement;

3.2.2 perform the Services in a proper, economically efficient and workmanlike manner, in accordance with best methods and practices used in good and prudent gas transportation system operation and with that degree of diligence and prudence exercised by experienced organisations engaged in a similar activity under similar circumstances and conditions;

3.2.3 comply with all applicable laws, decrees and regulations;

3.2.4 proceed with due diligence and make application for and endeavour to acquire and maintain any and all permissions that may be required for and/or in connection with its duties performed under this Agreement;

3.2.5 subject to article 4.2 maintain contact with relevant governmental authorities in order to comply with the duties above, and keep the Operator informed at all times as to how such contact is maintained, c.f. article 3.5.2;

3.2.6 act as principal enterprise on all manned offshore installations comprised by the Transportation System, c.f. the Working Environment Act of 17 June 2005 No 62 as amended, and other HSE regulations.

3.3 Neutrality

As the company acting as Technical Services Provider is also engaged in the sale and shipment of gas and is an owner of the Transportation System, it shall not take advantage of its position nor of information accrued to it in its capacity as Technical Services Provider in a way that is inconsistent with its role as a neutral supplier of services. The Technical Service Provider shall implement measures and procedures to secure its obligation under this provision. The Technical Services Provider’s compliance with its duties under this clause shall be subject to audit rights as provided for in article 14. In case of such audit, the rule of thirty (30) days notice shall not apply.

3.4 Information

The Technical Services Provider shall upon request provide the Operator with all information that relates to the Transportation System, if such information may be required for the Operator’s fulfillment of its duties to provide information to the owners of the Transportation System, other clients (including shippers) and to the public authorities, or if this is necessary for the Operator to perform its own tasks in connection with the management, operation and development of infrastructure.

The Operator shall upon request provide the Technical Services Provider with all relevant information that relates to the Transportation System, to the extent that such information is necessary for the Technical Services Provider’s performance of its duties under this Agreement.

3.5 Reports

The Technical Services Provider shall;

3.5.1 provide the Operator with such reports as to the conduct of the Services as the Operator may from time to time decide, including regular reports as to the progress of the Services;

3.5.2 to the extent of any delegation according to article 4.2 timely and as required by applicable law, make all reports concerning the Services to the appropriate governmental authorities and furnish copies of all such reports to the Operator, and, to the extent of any delegation according to article 4.2, notify the Operator without delay of any and all government acts, regulations and rulings issued to or served upon the Technical Services Provider.

3.6 Organisation

The Technical Services Provider shall maintain an adequate organization in order to ensure fulfillment of all its functions, tasks and duties under this Agreement. Maintaining an adequate organization in this respect entails inter alia keeping a competent staff, sufficient for constant emergency preparedness as well as compliance with all applicable laws and regulations.

3.7 Documentation

The Technical Services Provider shall prepare and maintain proper books, records, drawings and inventories related to the Services.

4 Operator

4.1 Rights and duties of the Operator

The Operator will exercise the overall supervision and control of all matters pertaining to the conduct and performance by the Technical Services Provider of the Services. The powers and duties of the Operator shall, inter alia, include;

4.1.1 the right to provide guidelines and instructions to the Technical Services Provider with regard to the  Services, within the provisions and principles of this Agreement;

4.1.2 the consideration, revision and review of the Technical Services Provider’s overall HSE program;

4.1.3 the consideration and, if so required, the determination of any other matter relating to the Services.

4.2 Governmental authorities

The Operator shall be responsible for all formal and regular contact with the relevant foreign and Norwegian authorities. The Operator may through express delegation transfer particular aspects of this responsibility to the Technical Services Provider.

The Operator shall notify the Technical Services Provider without delay of any and all government acts, regulations or rulings issued to or served upon the Operator and applicable for the Services.

5 Liability and insurance

5.1 Liability

If any of the Parties sustains loss arising from the Technical Services Provider’s performance of its functions as such, the Technical Services Provider and its Affiliated Companies shall only be liable for such loss provided it is the result of willful misconduct or gross negligence of the managerial or supervisory personnel of the Technical Services Provider or any of its Affiliated Companies. The Technical Services Provider and its Affiliated Companies shall under no circumstances be liable for loss caused by delay in or interruption of gas deliveries to the Transportation System.

5.2 Insurance

Operating and construction insurances in respect of the Transportation System will be obtained and maintained by the respective owners.

The Technical Services Provider shall obtain and maintain, in respect of the performance of the Services, all insurances required under any applicable law and such other insurances as the Operator may, from time to time, determine.

Any incidents which potentially could result in an insurance claim shall be reported to the Operator as soon as possible.

6 Work programs, budgets and financial reporting

6.1 Preliminary work programs and budgets

The Technical Services Provider shall on or before the last day of April in each Year submit to the Operator its preliminary work programs and budgets for the succeeding Year, and forecast for work programs and budgets in each of the next three succeeding years. Following this submittal there shall be a meeting between the Technical Services Provider and the Operator where the preliminary proposals shall be reviewed. On or before the 20th of May in each Year, the Technical Services Provider shall submit to the Operator its final preliminary work programs and budgets for the succeeding Year, and forecast for work programs and budgets in each of the next three succeeding years. The Operator will submit to the Technical Services Provider on or before 15 March each year a preliminary description of projects to be included under budget item 98 and 99 for the next year and a forecast for the three succeeding next years.

6.2 Proposed work programs and budgets

The Technical Services Provider shall on or before the first day of September in each Year submit to the Operator its proposed work programs and budgets for the succeeding Year and forecast for work programs and budgets in each of the next three succeeding years. Following this submittal there shall be a meeting between the Technical Services Provider and the Operator where the preliminary proposals shall be reviewed. On or before the 20th of September in each Year, the Technical Services Provider shall submit to the Operator its final proposed work programs and budgets for the succeeding Year, and forecast for work programs and budgets in each of the next three succeeding years. The Operator will submit to the Technical Services Provider on or before 10 August each year a final description of projects to be included under budget item 98 and 99 for the next year and a forecast for the next three succeeding years.

6.3 Approval of budgets and release of budget funding

The proposed work programs and budgets shall be subject to consideration, revision and approval by the Operator. Not later than the 10th of December in each Year, the Operator shall approve the work programs and budgets and release budget funding for the succeeding year. For specific activities release of funding may be deferred to a later stage as decided by the Operator.

6.4 Changes to approved work programs and budgets

During the budget year new budget items and revisions to approved work programs and budgets may be presented by the Technical Services Provider. Following approval by the Operator the work programs and budgets shall be revised accordingly.

During the budget year new budget items and revisions to approved work programs and budgets may be presented by the Operator. If such new budget items or revisions require substantial increased resources from the Technical Services Provider as compared to the resource requirements under the prevailing budget, the request shall be subject to the Technical Services Provider’s approval. Following agreement between the Parties the work programs and budgets shall be revised accordingly.

 

6.5 Structure and content of the budgets and monthly financial reporting

The following items for budgets and monthly reporting shall be applied; however, the Operator may decide that the items shall be identified in further detail.

Budgets and monthly reports shall be specified in the following items:

OPERATING COSTS

1.0       Terminals
1.1       Kårstø Plant
1.2       Kollsnes Plant

2.0       Platforms
2.1       Draupner
2.2       Other platforms 

3.0       Pipelines

4.0       General administration (TSP)

6.0       PROJECT – PREOPERATIONAL COSTS
6.x       Project X

9.0       OTHER COST
9.1       Electricity (gas processing plants)

 

OPERATING INVESTMENTS

10.0     Terminals
10.1     Kårstø Plant
10.2     Kollsnes Plant

11.0     Platforms
11.1     Draupner
11.x     Platform x

12.0     Pipelines

 

14.0     INVESTMENTS
14.x     Project X

15.0     DECOMMISSIONING COSTS
15.x     Project X

98.0     OTHER ACTIVITIES 1
98.x     Project X within the Transportation System initiated by the Operator and where TSP services are required.

99.0     OTHER ACTIVITIES 2
99.x     Project X initiated by the Operator and financed by others than the Joint Ventures, and where TSP services are required.

6.6 Structure and content of the settlement report for budget items 1-98 (“TSP Invoice”)

The following items for the TSP Invoice shall be applied provided that the Operator may decide that the items shall be identified in further detail.

TSP Invoice shall contain the following items:

 

Item

Definition/Description

5. Investments

This phase begins when a decision of concept selection have been taken

5.1 Project investments

Project investments concerns investments in new facilities that will increase the capacity of the Transportation System.

5.1.1 Project X

 

5.2 Operating investments

Operating investments are permanent investments that;
substantially improve the process and thereby substantially lower the operating cost
enhance safety and prevent/reduce future pollution of the environment
This will normally be investment in equipment that have been put to use (after the project investment was made) and that are not classified as maintenance

5.2.1 Part project X

 

6. Operating cost

This phase begins when the relevant part of the Transportation System starts normal operation.

6.1 Operation preparation

Activities related to recruiting, training and preparing the operating organization for taking over the part of the Transportation System and perform the operation.
Start-up activities related to the testing of a facility are not included as part of preparations for operation.

6.2 Operating cost and support activities

 

6.2.1 Operation

All work that is directly attributable to operation of a part of the Transportation System. This mainly comprises operating activities on the offshore/onshore facilities, as well as costs such as support activities from land and chemicals.

6.2.2 Maintenance

All maintenance activities related to the Transportation System. These mainly comprise inspection, status check, preventive and corrective maintenance, surface maintenance, as well as maintenance support.

6.2.3 Not in use

 

6.2.4 Modification

Activities related to extension or modification of the Transportation System. Change projects and reconstruction that are neither maintenance nor an operating investment are included.

6.2.5 Subsea operation and maintenance

All operating and maintenance activities related to subsea facilities, including inspection and contingency costs for the subsea facilities.

6.2.6 Platform Services

Costs related to the accommodation/catering on the platform and any other support services on the platform, as appropriate.

6.2.7 Administration

Costs related to management, direct and indirect administration of operative organization, e.g. TSP manager, economy, personnel and IT.

6.2.8 HSE

Activities related to HSE work as well as specific HSE projects.

6.3 Logistics

 

6.3.1 Maritime operation

Operating activities related to vessel operations, with the exception of standby vessels which are attributed to item 6.3.4. Vessel costs included in the report will comprise supply vessels, storage vessels, special assignment/support vessels and anchor handling, as well as consequential costs and administration of vessels.

6.3.2 Air transport

Transport services between helicopter bases and installations as well as shuttling between installations. Costs relating to SAR (Search and Rescue) and ambulance transport are attributed to item 6.3.4.

6.3.3 Supply bases

Costs related to the operation of bases such as area, rents, personnel, etc., as well as any transport to and from bases.

6.3.4 Preparedness

Vessel and helicopter costs related to operative preparedness. Installation specific standby vessels, any share of area standby vessels and consequential costs related to such vessels. SAR helicopter (Search and Rescue) and ambulance transport.

6.4 Processing cost

Terminal cost.

7 Operating income

Tariff income

8 Abandonment

 

8.1 Shut-down

Preparation for abandonment and removal and other abandonment of parts of the Transportation System.

8.1.1 Part project

 

8.2 Removal

Physical removal of facilities

8.2.1 Part project

 

9 General cost

 

9.1 Not in use

 

9.2 Not in use

 

9.3 Environmental taxes

Costs related to the emission of defined substances harmful to the environment, e.g. CO2 duty and other environment taxes

9.4 Other taxes and duties

Other taxes and duties that are not defined by other items, e.g. property tax

5 R&D

 

9.6 General Management

To be further discussed, subject to Gassled approval

9.7 Not in use

 

9.8 Financial costs

Financial costs such as exchange gains and losses and interest

9.9 Restructuring costs

Costs related to workforce reductions and severance pay in connection with reorganization processes in the company

6.7 Structure and content of the settlement report for budget items 99

Budget item 99 shall be invoiced as requested by the Operator.

6.8 Project management

A master control estimate and master control plan shall be created prior to the sanction of a project and shall be used for the management and progress control of significant development and modification projects as decided by the Operator. The master control estimate and master control plan shall be updated twice a year. When updated, changes to the assumptions shall be clarified and submitted to the Operator for consideration.

The applicable control estimate and control plan shall represent the best estimate at the time of reporting.

The Technical Services Provider shall submit the updated control estimate and control plan to the Operator together with an analysis of opportunities for added value/cost reductions and potential risks, which may influence the planned target achievements.

7 Budget overrun and expenditure not specifically approved

7.1 Budget overrun

In carrying out an approved work program,  the Technical Services Provider may exceed a budget item by up to ten per cent (10 %). A budget item means each of the most detailed items in article 6.5. None of the budgets (operating costs, operating investments, investments and decommissioning costs) may be exceeded by more than the lower of five per cent (5 %) or NOK 200 million during a year. The Technical Services Provider shall immediately report to the Operator all expenditures resulting in an overrun of the released budgets.

7.2 Emergency expenses

The Technical Services Provider may in cases of emergency and if critical incidents occur, incur on behalf of the Operator, expenses which the Technical Services Provider considers necessary for the protection of life, health, property or for the prevention of pollution or to minimize the consequences of such events. The Technical Services Provider shall promptly notify the Operator of the amount of expenditures and commitments for expenditures so made and incurred.

8 Contract procedure

8.1 Purchasing

Purchasing of goods and services for activities hereunder shall be in accordance with the laws and regulations pertaining to the use of goods and services and as the principal rule be based on competitive bidding.

8.2 Tender invitations

The Technical Services Provider shall upon request send a copy of the invitations for tenders to the Operator.

8.3 Contracting

The Technical Services Provider shall submit to the Operator, for review and approval, the procurement strategy, bidders list and proposed contract award concerning significant purchasing of goods and services. The contracting strategy shall include principles with regard to securing the patent rights of the Joint Venture(s), inventions or user rights to the fullest extent possible.

8.4 Approval thresholds

The Operator and the Technical Services Provider shall establish budget
limits for each Joint Venture individually and/or for the Services jointly in order to identify thresholds for values of bids, contract values etc. above which a review and approval of the Technical Services Provider's procurement strategy, bidders list and contract award is to be performed by the Operator.

9 Costs and accounting

9.1 Provision of funds

The Operator shall provide the funds necessary to cover all expenses and liabilities which are incurred by the Technical Services Provider according to approved work programs under this Agreement. Request for and payment of such funds shall be made according to the Accounting Procedure.

9.2 Accounting

The Technical Services Provider shall keep accounts for all activities under this Agreement in accordance with laws and regulations and accounting practice as applicable and with the provisions in the Accounting Procedure. The accounts shall be so kept that the Operator may supervise the Technical Services Provider's activities.

Further provisions regarding the Technical Services Provider’s keeping of accounts are specified in the Accounting Procedure.

10 Materials and intangible property

The Operator shall on behalf of the Joint Venture(s) own all assets and rights of any kind that have been or will be acquired and/or developed under the performances of the Services.

11 Confidentiality

11.1 The Technical Services Provider shall not disclose information obtained as a result of its performances under the Agreement in any way, either directly or indirectly to any person, legal or natural, without the prior written consent of the Operator, except
to Affiliated Companies and to legal advisors, consultants and contractors engaged in order to perform work related to the activities hereunder, to the extent they need to receive such information for the purpose of the performance of work related to the Services, or in any other way make known plans, programs, maps, records, technical and scientific data or any other information relating to technical, financial or commercial activities under this Agreement. The Technical Services Provider undertakes that each such legal advisor, consultant or contractor, prior to the disclosure, will undertake written confidentiality obligations at least as restrictive as herein contained but excluding the exceptions set out in this article 11 and the Technical Services Provider  shall thereafter take reasonable precautions to observe that such legal advisor, consultant and contractor comply with the obligations provided herein. The above-mentioned obligation shall not restrict the right of the Technical Services Provider to use or disclose information which:

a) at any time is or thereafter becomes public knowledge or literature through no act or omission by the Technical Services Provider; or

b) was acquired independently from a third party entitled to disseminate such information at the time it is received by Technical Services Provider.

However, the Technical Services Provider shall have the right to disclose to stock exchanges, courts, regulating authorities and governments such information as it, or an Affiliated Company, is required by law or by the rules of the relevant stock exchange to disclose.

11.2 The Operator shall not disclose information obtained as a result of its performances under the Agreement in any way, either directly or indirectly to any person, legal or natural, which may affect the shareholder value or the overall business operation of the Technical Services Provider or its Affiliated Companies.

 The above-mentioned obligation shall not restrict the right of the Operator to use or disclose information which:

a) at any time is or thereafter becomes public knowledge or literature through no act or omission by the Operator; or

b) was acquired independently from a third party entitled to disseminate such information at the time it is received by the Operator. 

11.3 The confidentiality obligation under articles 11.1 and 11.2 shall also apply to information provided under the Technical Services Agreement entered into between Gassco AS and Statoil ASA dated February 27, 2002 as amended.

12 Force Majeure

The obligations of each of the Parties hereunder (other than any obligation to make a payment for due commitments previously incurred) shall be suspended in case of force majeure in accordance with Norwegian law. (For the sake of good order, such force majeure may also comprise failure of machinery.) In such event, such Party shall give notice of suspension as soon as practicable to the other Party, stating the date and estimated duration of such suspension and the cause thereof. A Party whose obligations have been suspended as aforesaid shall use its reasonable endeavours to remove the cause of such suspension and to resume the performance of such obligations as soon as reasonably practicable after the removal of the cause and shall so notify the other Party provided always that the Party shall not be obliged to settle any industrial dispute except in such manner as it shall, in its own judgment, think fit.

13 Notices

13.1 Delivery and receipt of notices

Notices or other communication between the Parties in relation to matters pertaining to this Agreement, including other matters than those set out in article 13.2, shall be in writing and may be given by delivering the same by hand or by sending the same by prepaid first class post, telefax or electronic communication to such relevant address, telefax number or electronic communication address as any Party may give in writing, from time to time, to the other Party in accordance with this article 13. Any such notice, given as aforesaid, shall be deemed to have been given or received at the time of delivery if delivered by hand, at the time at which confirmation of successful delivery is received if sent by electronic communication and on the fifth (5th) Business Day following the day of sending if sent by prepaid first class post. Copy of any notice sent by telefax shall be sent by post as soon as practical, and such copy of the notice shall be deemed to have been received on the fifth (5th) Business Day following the day of sending such copy if sent by prepaid first class post. The use of electronic communication for transfer of documents, shall at all times be in accordance with internationally recognised standards as may be adopted by the Parties. The chosen standard shall enable the use of digital signatures or similar electronic safety device, encryption, filing and retrieving.

Notices shall be in the Norwegian or English language. They shall always be addressed to the Parties' latest notified business address.

13.2 Operational communications

Communication on operational matters between the Parties shall be provided to a person nominated by each Party as a single point of contact for such matters. The Parties may, however, agree upon alternative or additional procedures in respect of such communication.

14 Financial, HSE and technical audits

14.1 Right to audit

The Operator, any party authorized by the Operator and representatives of the owners of the Transportation System, shall upon thirty (30) days notice, have the right to audit the Technical Services Provider and its subcontractors’ management system, to perform supervision, inspection or audit on the Transportation System and any office, all accounts, records, other relevant documentation, agreements and data used by the Technical Services Provider or its subcontractors and to verify that procedures and routines of the Technical Services Provider in regard to the tasks and duties of the Technical Services Provider and its subcontractors under this Agreement are followed, when performing their duties according to this Agreement.

14.2 Right of access

The Technical Services Provider shall give the Operator, any party authorized by the Operator and representatives of the owners of the Transportation System, access to the Transportation System and any office, all operational accounts, records, procedures and routines, other relevant documentation and data used by the Technical Services Provider or its subcontractors, when performing its duties according to this Agreement, for the purpose of supervision, inspection or audit.

14.3 Audit period

The Operator’s right to audit the accounts of the Technical Services Provider covers the years including and following the year in which this Agreement is signed. Such audits must be conducted within the twenty-four (24) month period following the end of the year in question provided, however, that the Operator must take written exception to and make claim upon the Technical Services Provider for all discrepancies disclosed by said audit within said twenty-four (24) month period. 

After each audit the Parties shall make every effort to resolve all outstanding claims. A written report shall be sent to the Technical Services Provider within three (3) months of the conclusion of the audit. It shall include a summary of all issues reviewed by the auditors with relevant comments to the handling of accounts and vouchers. Before the written report is sent to the Technical Services Provider unresolved matters shall be dealt with in writing and in at least one meeting. The Technical Services Provider shall give a written reply to the report within three (3) months of the receipt thereof.

Adjustments as a consequence of an audit shall be debited/credited interest in accordance with the Accounting Procedures, but without interest margin. The interest shall accrue from the day the debit/credit was made, or if this day is unclear, from the 1st of July in the year of debit/credit, until the day the correction is debited to the operation. 

14.4 Audit teams

The Operator shall at its own expense appoint an audit team comprising of qualified representatives to conduct financial audits and not more than four (4) qualified representatives to conduct technical and operational audits.

14.5 Unsettled audit claims and audit of standard rates for Affiliated Companies

Unsettled audit claims older than nine (9) months shall be dealt with at an Operator/Technical Services Provider management meeting.

Standard rates for personnel of and services provided by Affiliated Companies that are charged directly shall not be subjected to a full audit. The Technical Services Provider state authorized public accountant shall present an attestation that such rates are cost based and in compliance with the provisions and principles of this Agreement.

To the extent Affiliated Companies carry out and are responsible for substantial activities that are chargeable to the Services, such costs shall be fully auditable.

14.6 Minimal disturbance

Every reasonable effort shall be made to conduct audits during normal office hours in a manner which will result in a minimum of inconvenience to the Technical Services Provider, its subcontractors and the Services. The Operator and the owners of the Transportation System shall make every reasonable effort to coordinate their audits so as to minimize the number of audits.

15 Termination

15.1 Termination without cause

Each Party shall have the right to terminate Services under the Agreement in whole or in part upon giving a twelve (12) months prior notice.

From the effective date of this Agreement the Technical Services Agreement entered into between the Parties on February 27, 2002 as subsequently amended shall terminate. Any rights and obligations accrued under the Technical Services Agreement dated February 27, 2002 which are not fulfilled at the effective date of this Agreement, shall be handled under this Agreement.

Articles 5.1, 11 and 17 shall survive the termination of this Agreement.

15.2 Termination due to specific cause     

The Operator shall have the right to terminate this Agreement without prior notice if;

15.2.1 the Operator ceases to be operator of the Transportation System or all essential parts of the Transportation System; or

15.2.2 an effective resolution is passed for the dissolution, liquidation or winding up of the Technical Services Provider other than for the purpose of an amalgamation or reconstruction; or

15.2.3 the Technical Services Provider becomes insolvent or makes an assignment for the benefit of creditors; or

15.2.4 a receiver or administrator is appointed or an encumbrancer takes the possession of the whole or a material part of the assets or undertaking of the Technical Services Provider; or

15.2.5 the Technical Services Provider is in fundamental breach of its obligations under this agreement. Prior to any termination pursuant to this article 15.2.5, the Operator shall notify the Technical Services Provider in writing of its intention to terminate the Agreement on the reason of such breach and give the Technical Services Provider a time limit of not less than one (1) month to rectify the breach.

15.3 Prolonged term of the Agreement

After the effective date of its resignation or removal, the Technical Services Provider shall, if so requested by the Operator, continue as acting Technical Services Provider until the party replacing it is in a position to take charge of the Services, provided that in no event will the Technical Services Provider be required to continue so to act for more than six (6) months after such date.

15.4 Hand-over

Upon the effective date of its resignation or removal, the Technical Services Provider shall hand over or deliver to, or relinquish custody in favour of the Operator or any other party nominated by the Operator to succeed the Technical Services Provider, all Transportation System, all property and all books, records and inventories required for the Services. The Technical Services Provider shall further use its reasonable endeavours to transfer to the aforesaid person, effective as of the effective date of such resignation or removal, its rights as Technical Services Provider under all contracts exclusively relating to the Services and the aforesaid person shall assume, comply with and fulfill all obligations of the Technical Services Provider thereunder. Pending such transfer and in relation to all other contracts relating to the Services (to the extent such so relate), the Technical Services Provider shall hold its rights and interests as the Technical Services Provider from such effective date for the account and to the order of the aforesaid person and the Operator shall, with effect on and from such effective date, indemnify and hold harmless the Technical Services Provider from any and all obligations there under.

15.5 Transfer audit and settlement of costs

As soon as practicable after the effective date of the resignation or removal of the Technical Services Provider, the Operator shall audit the accounts of the Technical Services Provider pertaining to the activities under this Agreement and conduct an inventory of the Transportation System and property, and such inventory shall be used in the return of and the accounting for the said Transportation System and property by the Technical Services Provider which has resigned or been removed. All costs and expenses incurred in connection with such audit and inventory, except due to reasons outlined in sub-clause 15.2.5, shall be for the Operator’s account. The Technical Services Provider, which has resigned or been removed for reasons other than as outlined in sub-clause 15.2.5, shall also be entitled to charge to the Operator such other costs and expenses as may reasonably be incurred in connection with and/or as a result of the change of operatorship. These costs and expenses shall be approved by the Operator, such approval not to be unreasonably withheld.

16 Assignment

16.1 Assignment to Affiliated Company

The Technical Services Provider shall only be entitled to assign its rights and duties under this Agreement to an Affiliated Company.

If the Technical Services Provider intends to assign its rights and duties under this Agreement, it shall give notice to the Operator of its intention to do so, and shall give all relevant details of the terms and conditions of such proposed assignment.

Assignment according to this article 16 shall be conditional upon the approval of the Operator, which shall not be unreasonably withheld.

The Operator may assign all or part of its rights and obligations to an Affiliated Company subject to prior written notice to the Technical Services Provider, and provided that the assignor shall remain liable for the proper performance of the assignee of all the obligations hereunder.

16.2 Assistance to assignee

Upon assignment of rights and duties under this Agreement, the Technical Services Provider shall provide the assignee with all information, training, know-how and any other kind of assistance necessary in order for the assignee to be able to perform the duties under this Agreement. The Technical Services Provider shall be responsible for introducing the assignee to its duties under the Agreement in a way that is satisfactory to the Operator, and the Technical Services Provider shall provide the assignee with necessary assistance for one year after the assignment has taken place.

17 Applicable law and jurisdiction

This Agreement shall be governed by and construed in accordance with Norwegian law.

The Parties accept that any controversy or dispute that may arise in connection with or as a result of this Agreement, and which cannot be resolved by mutual agreement between the Parties, shall be referred to resolution by the ordinary Norwegian courts of law, with Haugaland District Court as legal venue, unless the Parties agree to refer the matter to arbitration in accordance with the Norwegian Act of 14 May 2004 No 25 (“Lov om voldgift”).
           
Documents and statement shall be allowed both in the Norwegian and English language in any procedure involving arbitration, and shall not be objected to by the Parties in procedures before the ordinary courts of law. Translation thereof shall be at the expense of the Party requiring such translation.

 

APPENDIX 1

TO ATTACHMENT 2

GENERAL TERMS AND CONDITIONS

 

ACCOUNTING PROCEDURES


 

Table of Contents
1.      GENERAL PROVISIONS
1.1.       Definitions
1.2.       Cash requirements and advances
1.2.1.        General provisions
1.2.2.        Default interest
1.2.3.        Interest on cash balances
1.3.       Invoice and Statements
1.3.1.        General provisions
1.3.2.        Interest on recalculations
1.3.3.        Corrections
1.3.4.        Termination of Transportation System
2.      CHARGES TO THE ACCOUNT
2.1.       Direct charges
2.1.1.        Procurement of goods and services
2.1.2.        Personnel
2.1.3.        Pension and common pension increment
2.1.3.1.         Debiting of the pension increment
2.1.3.2.         Calculation of the Pension Increment
2.1.3.3.         Early retirement schemes
2.1.3.4.         Transitional arrangement
2.1.4.        Material and services from Technical Services Provider, or Affiliated Companies
2.1.5.        Damages or losses to Property
2.1.6.        Insurance
2.1.7.        Legal expenses
2.1.8.        Taxes, duties and fees
2.1.9.        Offices, bases and miscellaneous facilities
2.1.10.      Execution of abandonment decisions
2.2.       Indirect Costs
2.2.1.        Indirect Costs are those related to organisational units/functions that by their nature are indirect, e.g.:
2.2.2.        General Research and Development
2.2.3.        Corporate Staff and Corporate Management
3.      CREDITS TO THE ACCOUNT
3.1.       Sale and return of Material
3.2.       Insurance
4.      OTHER PROVISIONS
4.1.       Inventories
4.2.       Miscellaneous provisions


1. GENERAL PROVISIONS

These Accounting Procedures are made a part of the Technical Services Agreement

(“the Agreement”) as Appendix 1 to its Attachment 2 (General Terms and Conditions).

It is the intent that none of the Parties shall experience any gain or loss at the expense of or to the benefit of the other Party.

1.1. Definitions

The definitions in the Agreement shall apply also to this Appendix. In addition, the following definitions shall apply:

a) “Account” shall mean the account maintained by the Technical Services Provider to record all the charges and credits relative to the Services and payable by the Operator.

b) “Agreement Concerning Petroleum Activities” shall mean the agreement applied for joint operations related to the petroleum production licenses developed by the Ministry of Petroleum and Energy.

c) "Controllable Material" shall mean material which in the petroleum industry usually is subject to record, control and inventory.

d) "Corporate Management" shall mean those members of Statoil ASA’s  top management or, as appropriate, Affiliated Companies' top management that is directly engaged in the Services from the Technical Services Provider.

e) “Corporate Staff” shall mean the following of the Corporate Management’ staff activities: accounting and economics, tax, information technology, internal and external information, health/safety/environment, finance, insurance, internal audit and human resource/organization.

f) "General Research and Development" shall mean projects that are carried out by or under the direction of the Operator. The projects shall be beneficial to the operation of the Transportation System(s) and charged to the Operator.

g) "Indirect Costs" shall mean costs that can not be directly charged.

h) “Industry Forum” shall mean the forum described in the Agreement Concerning Petroleum Activities.

i) "Internal Book-keeping Rates" are rates established by the Parties for use in conversion of foreign currencies into Norwegian Kroner (NOK).

j) "Material" shall men all equipment and supplies acquired for the Services under the provisions of the Agreement.

k) “Pension Age”: The age that gives the entitlement to a retirement pension according to the National Insurance Act unless a lower pension age has been implemented by the Technical Services Provider provided this is not lower than permitted by the Act relating to Occupational Pension Schemes or any corresponding relevant legislation or regulation (at the entering into of this Agreement, such age is 67 years for land based personnel and 65 years for offshore based personnel working on the Norwegian Continental Shelf.)

l) “Pensionable Salary” shall mean the sum of paid salary, wages and remuneration comprised by item 2.1.2.a) and 2.2.1 and which is pensionable salary to the employees of the Technical Services Provider.

m) "Property" shall mean Equipment and Material acquired for the Services under the provisions of the Agreement.

“Internal Book-keeping Rates” and all references to Norwegian Kroner in items 1.3.1 and  1.3.3 shall also include a reference to Euro as applicable.

1.2. Cash requirements and advances

1.2.1. General provisions

At least 12 days prior to the beginning of each month, the Technical Services Provider shall submit to the Operator a 3 month forecast, specified by month, of estimated cash requirements. Upon request, the Technical Services Provider shall endeavour to provide such forecast within the 12th day of each month.

Upon request, the Operator shall advance estimated cash requirements for the following month. The Technical Services Provider shall submit written request for advances at least 20 days prior to the due date. The due date shall be set by the Technical Services Provider, but shall be no sooner than the first Business Day of the month for which the advances are requested. Notwithstanding item 1.2.3, the Technical Services Provider shall avoid accumulating unnecessary cash balances from cash advances.

To avoid build-up of positive cash balances, substantial cash advances shall be divided into two or more payments to coincide with disbursements.

The forecast and the request for cash advances shall specify the currencies in which advances are to be made. The Technical Services Provider shall request advances in those currencies in which major payments are to be made.

If the advance payments prove insufficient, the Technical Services Provider may make written requests for additional advances. Such requests shall state which expenditures the unpredicted payments refer to. The due date shall be set by the Technical Services Provider but shall at the earliest be set at 8 Business Days after the receipt of the request.

If the actual monthly need for cash proves to be significantly less than the advances called for, the Technical Services Provider shall refund the excess amounts as soon as possible, unless the Parties agree to transfer the amount to the following period.

The Technical Services Provider shall each month state the difference between the cash advances and the actual payments in each currency and the next request for advances shall be adjusted accordingly.

If the Technical Services Provider has made no request for advance payments, the Operator shall pay the actual monthly payments within 15 days after receipt of the Technical Services Provider s’ invoice with request for payment.

1.2.2. Default interest

Payments of advances or invoices shall be made on or before the due date thereof. If they are not paid, the unpaid balance shall bear interest, calculated for each month or for a proportional period thereof, in accordance with the following:

Interest is due for the period starting on and including the due date of payment and ending on, but excluding, the value date for payment.

For NOK the interest shall be calculated at an annual rate equal to one month's Norwegian Interbank Offered Rate (NIBOR) as defined in item 1.2.3, as per the due date of payment, plus three percentage points.

For Euro the interest shall be estimated at an annual rate equal to three month's EUROLIBOR, as quoted daily on Reuters page LIBOR 01 at 11 :00 A.M. London time, as per the due date of payment, plus three percentage points.

For foreign currencies interest shall be at an annual rate equal to one month's London Interbank Offered Rate (LIBOR) for the relevant currencies as defined in item 1.2.3 as per the due date of payment, plus three percentage points.

If the rates for certain currencies are not published by Financial Times, the rate quoted by the largest bank at the clearing centre of the relevant currency shall be used as reference.

1.2.3. Interest on cash balances

Interest is to be credited/charged on the Technical Services Provider daily cash balances with the Operator (positive or negative). This interest credit/charge is to be calculated on the Technical Services Provider’s internal accounts showing daily cash balances per currency called and/or arising from the use of separate bank accounts.

Interest and other conditions shall in principle correspond to the conditions that a company with a similar cash flow would obtain in a first-class bank, but not less than those corresponding to the interest obtained by the Technical Services Provider. The following two alternatives shall be considered as equal:

ALTERNATIVE 1:
The rate of interest shall be determined on a monthly basis and be linked to a relevant Interbank Rate:

Group 1: NOK :
Negative cash balance NIBOR (3 month) + 1%
Positive cash balance NIBOR (3 month) - 1%

Group 2: Others (for example USD, GBP)
Negative cash balance LIBOR (3 month) + 0.5%
Positive cash balance LIBOR (3 month) - 0.5%.

Group 3: Euro
Negative cash balance EUROLIBOR (3 month) + 0.5%
Positive cash balance EUROLIBOR (3 month) - 0.5%

NIBOR is defined as:

A representative monthly average for 3 months' "Norwegian Interbank Offered Rate" as quoted by Reuters page NIBP at 12:00 noon. For the day or days when such rates are not available three months' NffiOR from Den norske Bank, Oslo, quoted the day before the relevant day of quotation, shall be used. If the above-mentioned NffiOR quotations are based on 365/360 days, the rate shall be multiplied by the fraction 365/360 to reflect the Norwegian principle of calculating the interest rate in 360/360 or 365/365 days. In calculating the monthly average, quotations given with four decimals shall be used.

LIBOR/EUROLIBOR is defined as:

A one month average of this month for three months’ “Euro Currency Interest Rate” as quoted by Reuters page LIBOR 01 at 11:00 A.M. London time. For the day or days when such rates are not available, three months’ LIBOR for the currency in question from Chase Manhattan Bank, London, quoted the day before the relevant day of quotation, shall be used. In calculating the monthly average, quotations given with four decimals shall be used.

The above-mentioned rate of interest shall be amended if there is a discrepancy between the base of the interest rate and the calculation principles regarding the days of interest.

ALTERNATIVE 2:

If the Technical Services Provider has established separate bank accounts for the services, the interest earned/paid by the Technical Services Provider shall be allocated to the Operator.

The calculation of interest shall be based on the Technical Services Provider’s daily cash balances with the Operator, or on the basis of an average cash balance calculated for each month, or on the basis of formulas reflecting the build-up of daily cash balances, and on the quarterly balance. The amount of interest shall be booked and specified under "Financial items" in the invoice, no later than the month after the expiry of the period. The value date of such entry shall be no later than the first day in such month.

1.3. Invoice and Statements

1.3.1. General provisions

The Technical Services Provider’s invoice and statements shall be established in compliance with Norwegian laws and regulations and in compliance with recommended accounting practice. The Technical Services Provider shall also furnish the Operator with such other information as it may reasonably request.

The Technical Services Provider shall furnish the Operator with a chart of accounts and a brief description of its accounting procedures. The Operator shall be informed of significant amendments thereto.

On conversion of foreign currency expenditures to Norwegian kroner, the Technical Services Provider is entitled to use Internal Book-keeping Rates, based on quotations from the Central Bank of Norway (Norges Bank) or other quotations as proposed by the Operator and approved by the owners of the Transportation System(s).

When the Technical Services Provider makes cash-calls in foreign currencies, Internal Book-keeping Rates shall be used for receipt and disbursement of such currencies. When Internal Book-keeping Rates are changed, the NOK value of the balance in other currencies is to be adjusted. To facilitate control, adjustment of Internal Book-keeping Rates should only be done at the end of the month.

Payments in foreign currencies which have not been called by the Technical Services Provider shall be booked at the actual rate as charged by the bank. If payments are made from the Technical Services Provider’s own currency accounts, payments are to be booked at the bank's selling rate as quoted by the Central Bank of Norway (Norges Bank) or other quotation, as proposed by the Technical Services Provider and approved by the Operator, two Business Days prior to the value date.

The difference in NOK between the amounts charged to expenses and amounts paid in foreign currencies and converted to Norwegian Kroner in accordance with the Internal Book-keeping Rates shall be debited or credited by the Technical Services Provider to an exchange gain or loss account.

Within 15 days of the end of each month the Technical Services Provider shall furnish the Operator with the settlement report (“TSP Invoice”) containing the information listed below. If this time limit proves too short, the Technical Services Provider shall immediately make a cost estimate for each budget group and forward this to the Operator.

a) A statement of expenditures showing all charges and credits to the Account, summarised by appropriate classifications, indicating the nature thereof and including the total amount of provisions and accruals separately identified. This statement shall also contain accumulated figures from the beginning of the year. For investments accumulated figures from commencement of the investments shall be given.

b) A statement showing the liabilities and receivables.

c) Detailed specifications of unusual charges and credits, including audit adjustments to be separately identified.

d) Information concerning the exchange rates applied.

e) A statement showing drawdowns on joint export credits paid directly to suppliers of goods and services, if applicable.

1.3.2. Interest on recalculations

If the Technical Services Provider charges/credits the Operator with recalculations from a previous year, the Operator shall be charged/credited interest on these. The interest shall be calculated from the time it should have been charged/credited, or from 1 July of that year, until the time when the interest is charged/credited the Operator. The rate of interest shall be equal to the average of 3 months' NIBOR, based on a representative 3 months' average, ref. item 1.2.3, Alternative 1, but without any interest margin. Interest shall be recorded as a financial item in the monthly statements.

1.3.3. Corrections

The Technical Services Provider shall carry out corrections of debits/credits as soon as possible, and at the latest within 24 months after expiration of the relevant financial year. The interest shall be calculated from the point of time when it should have been debited/credited, or from 1 July of that year, to the day it is debited/credited the Account. The interest rate shall be equal to the average of 3 months' NIBOR calculated in accordance with item 1.2.3, Alternative 1, but without interest margin. Interest shall be recorded as a financial item in the monthly statements.

1.3.4. Termination of Transportation System

After termination of operation / abandonment of specific parts of the Transportation System, the Technical Services Provider may only charge the Operator for expenses necessary in order to abandon the activities. Unless otherwise agreed, this shall take place within 6 months following the month of license termination. Debits/credits stemming from post calculations, corrections or audits shall carry interest in accordance with item 1.3.3 and be charged the Operator in a separate statement.

2. CHARGES TO THE ACCOUNT

All expenditures necessary to properly conduct the Services shall be charged to the Account. The charges shall be fair in relation to the nature and extent of the Services and shall be properly documented.

The Technical Services Provider shall each month make provisional charges for cost incurred, but not yet booked. Such provisional charges shall be reversed the following month and shall have no cash impact on the Parties.

Expenditures shall include, but are not necessarily limited to:

2.1. Direct charges

2.1.1 Procurement of goods and services

Material purchased and services rendered by third parties for the Services shall be charged to the Account at net amount invoiced after deduction of discounts and bonuses, including transport to the relevant area and other related costs such as loading and unloading, dock charges, insurance, duty and freight etc.

2.1.2. Personnel

a) Salaries and social cost of employees of the Technical Services Provider and its Affiliated Companies directly engaged in the Services, whether temporarily or permanently assigned. Social cost includes expenses incurred in accordance with law and tariff agreements, as well as other cost and allowances pursuant to common oil industry practice.

b) Transportation of employees as required in the conduct of the Services.

c) Relocation costs of employees of the Technical Services Provider and its Affiliated Companies under the Services to places where such operations are conducted. Relocation costs back to the place from where the employee was moved, except when, according to normal practice, such relocation costs will be attributable to other operations.

Such costs shall include transportation of employees' families and their personal effects and all other relevant relocation costs.

d) Before the Technical Services Provider may make any charge for restructuring cost, including the cost for retirement before pensionable age (“early retirement”) and severance pay, such charge shall be approved by the Operator. For the Operator’s evaluation the Technical Services Provider shall show the probable cost effect of the measures for the Services. To the extent the Technical Services Provider makes probable that the cost will entail cost savings for the Services, the Operator shall be obliged to approve the charge.

For those cases where the Technical Services Provider makes probable that the activity shall cease or be substantially reduced, and the Technical Services Provider proposes a necessary restructuring as the consequence of this, the Operator shall be obligated to approve the charge.

Restructuring cost shall be charged as a discounted non-recurring amount. Charging may take place when a binding agreement (s) has/have been entered into or when the employment of the relevant employee(s) with the Technical Services Provider ceases.

If the restructuring concerns several of the Technical Services Provider’s joint operations and the Services, the cost shall be apportioned pro rata between the relevant joint operations’ accounts and the Account based on their relative share of the last three years hourly charges.

2.1.3. Pension and common pension increment

2.1.3.1. Debiting of the pension increment

The pension liability rests with the Technical Services Provider as the employer. The Technical Services Provider’s pension expenses shall be charged to the Operator according to this item 2.1.3. With the exception of employer's national insurance contributions and any implementation differences (item 2.1.3.2), restructuring costs (item 2.1.2.4) and early retirement (item 2.1.3.3) such charge shall be paid to the Technical Services Provider that makes a cash call for a percentage increment of the Pensionable Salary (the “Percent Add-on”). The Percent Add-on is the final settlement of the accrued pension obligations covered by the Percent Add-on in the period.

2.1.3.2. Calculation of the pension increment

The Percent Add-on shall be determined by the Industry Forum each year prior to 1 September for the following year in accordance with the provisions of the Agreement Concerning Petroleum Activities.

The employer's national insurance contributions shall not be added to the Percent Add-on, but be charged according to the cash principle.

A non-recurrent effect resulting from a change in the accrued pension obligation (implementation difference) may be debited/credited if the balance between the Parties is disturbed and this is due to either:

The Technical Services Provider shall also be entitled to debit/credit implementation differences during statutory transitional periods prior to the mandatory coming into effect of amended legislation. Before such debiting/charging may take place, the Technical Services Provider shall submit a plan with a justification of debiting/charging to the Industry Forum with a view to achieving agreement on the plan. Should the members of the Industry Forum not reach agreement, the Technical Services Provider may decide at which point in time in the transitional period the implementation difference shall be debited/charged.

The implementation difference shall be calculated by the Technical Services Provider 's actuary and may be checked by the actuary associated to the Industry Forum. The non-recurrent effect shall be calculated by the Technical Services Provider and shall constitute the difference between accrued pension obligation before and after the change.

In case provisions of the Agreement Concerning Petroleum Activities related to pension determination is changed the Parties shall discuss and agree on the effect of such change on this Agreement.

2.1.3.3. Early retirement schemes

Costs related to:

i. Early retirement schemes based on a collective agreement as defined in the Act relating to Labour Disputes (e.g. the early retirement scheme agreed between the Norwegian Confederation of Trade Unions and the Confederation of Norwegian Enterprise and other schemes for offshore personnel based on similar age), or

ii. An early retirement scheme agreed as part of the employee’s employment terms and which does not form part of a restructuring process, or

iii. Individual cases due to illness or labour disputes

may be charged to the Services by the Technical Services Provider without any special discussions with the Operator. The Account shall be charged with a discounted non-recurring amount at the time when employment of the relevant employee(s) with the Operator is terminated.

If the restructuring involves several of the Technical Services Provider 's joint operations including the Services, the costs shall be divided pro rata on the relevant joint operations’ joint accounts and the Account based on their relative share of the last 3 Years’ time writing.

2.1.3.4. Transitional arrangement

In respect of employees of the Technical Services Provider that when this Agreement enters into force have already terminated their employment with the Technical Services Provider under a scheme as stated in 2.1.3.2 above, the Technical Services Provider may charge the Account with a discounted non-recurring amount.

2 .1.4. Material and services from Technical Services Provider, or Affiliated Companies

a) Material

New Material (hereinafter referred to as Condition "1" Material) transferred from stock or other operations shall be charged at average purchase cost applicable at any time. Used Material (hereinafter referred to as Condition "2" Material) suitable for reuse without reconditioning shall be charged at 75% of the price for Condition "1" Material. Used Material which cannot be classified as Condition "1" or Condition "2" shall be charged at a price that commensurate with its use.

The average purchase cost for Material shall include the cost of buying and storing such Material, as well as reasonable interest.

b) Services

Technical and other services such as, but not limited to, laboratory analysis, drafting, geological and geophysical interpretation, engineering, research, data processing and accounting for direct benefit of the Services shall be charged to the Account at cost, provided such costs do not exceed those currently prevailing if performed by outside service companies.

c) Equipment and facilities

Use of equipment and facilities shall be charged to the Account at rates that include costs of maintenance and repairs, other operating expenses, reasonable depreciation and interest on depreciated investment. Such rates shall not exceed those currently prevailing in the area of operation. Calculation of rates shall be documented and furnished upon request. If equipment and facilities are used for other operations, the cost shall be allocated according to the actual use in the period.

d) Mark-up

Subject to approval of the Operator, the Technical Services Provider can charge a mark-up on services performed in case this is a legal/(tax) requirement in foreign countries where services are provided through an Affiliated Company or permanent establishment of the Technical Services Provider.

2.1.5. Damages or losses to Property

All expenses necessary for the repair or replacement of damaged or lost Property shall be charged to the Account and classified in a way that indicates the nature of the expense. If such losses or damages are covered by joint insurance policies, insurance settlements shall be credited accordingly.

The Technical Services Provider shall give the Operator as soon as practicable written notice of any such damages or losses of importance.

2.1.6. Insurance

a) Net premiums for insurance required by law or regulations or which have been agreed with the Operator.

b) Actual expenditures incurred in the settlement of indemnities which are not recoverable from the insurance.

2.1.7. Legal expenses

All costs or expenses involved in handling claims and disputes arising in connection with the Services including expenses for legal advice and other assistance in connection with the evaluation of such claims and disputes, conciliation board proceedings and conduct of cases. No charge in excess of NOK 250,000 for services rendered by the legal staff of the Technical Services Provider for a single case may be accepted without the prior approval of the Operator.

2.1.8. Taxes, duties and fees

All relevant taxes, duties, fees and governmental assessments of every kind and nature levied by the Norwegian government, except income and capital taxes.

2.1.9. Offices, bases and miscellaneous facilities

Net costs of establishing and operating any offices, sub-offices, operating bases, warehouses, housing and other facilities also exclusively serving the Services. If facilities serve operations unrelated to the Services, the net costs shall be allocated fairly between the operations in accordance with normal distribution criteria.

2.1.10. Execution of abandonment decisions

Cost related to the execution of an abandonment decision taken in accordance with the legislation applicable at any time, including pre-engineering and administrative expenses.

2.2. Indirect Costs

2.2.1. Indirect Costs are those related to organisational units/functions that by their nature are indirect, e.g.:

- Corporate Management,

- support and staff functions such as economy and finance, personnel, organisational, legal and joint service functions,

- indirect functions in operational departments,

- indirect costs of Affiliated Companies.

Moreover, costs can be indirect according to their nature, and may include financing costs and depreciation, office leasing and communications costs.

Services rendered by the aforementioned or similar departments and which are directly chargeable to the Services shall, as far as practicable, be charged as direct costs in accordance with item 2.1.3 b) above.

Charges shall be made pursuant to fair distribution methods. Some examples of such methods are:

- according to direct time, applied to direct personnel costs,

- according to direct Material consumption, applied to direct Material costs,

- according to turnover ratios, including sliding scale systems,

- other capacity and/or consumption-based distribution methods.


Charges related to such distribution methods shall be calculated on the basis of time and cost studies and be reviewed annually to verify that they compensate the Technical Services Provider fairly for the charges they are intended to cover. If the Technical Services Provider uses provisionally budgeted hourly fees etc. for the charges throughout the year, and does a recalculation the following year, see item 1.3.3, the recalculation shall be finalised and charged/credited the Services including interest, preferably within the first quarter of the following year, but by 1 June at the latest.

In order to provide the basis for such an annual review the Technical Services Provider shall provide the Operator with a current organisation chart together with the basis for charging costs to the Account and an identification of those sections of the organisation for which costs will be charged directly to the Account under items 2.1.2, 2.1.3 b), and 2.1.8, and those sections of the organisation that are covered by charges under this item 2.2.

2.2.2. General Research and Development

The Technical Services Provider may through the dealing with programs and budgets, propose to the Operator General Research and Development activities which may serve to improve or safeguard the integrity or profitability of the Transportation System. Such proposals may include costs for pre-studies of General Research and Development activities.

2.2.3. Corporate Staff and Corporate Management

The Technical Services Provider's cost for Corporate Management and Corporate Staff may be charged to the Joint Account with 0.65 % of the annual costs for operation and development of the Transportation System, less electricity cost at processing plants and any CO2 duty and NOX duty paid by the Technical Services Provider.

The percentage shall cover the Technical Services Provider's Corporate Management and Corporate Staff cost to the extent that Corporate Management and Corporate Staffs perform work of a general nature for the Technical Services Provider. The activities covered by the percentage shall comprise the Corporate Management and Cooperate Staff’s cost related to the preparation and maintenance of management documentation and procedures covering the corporate group as well as services that are not covered by item 2.2.3 fourth paragraph. The percentage shall cover internal services as well as services bought externally.

The expenses covered by the percentage shall not be subject to any audit.

Services of an extraordinary nature which are beneficial to one or several Joint Ventures within the scope of this Agreement shall be chargeable directly to the relevant Joint Ventures in addition to the percentage. If the expenses for services of an extraordinary nature are known at the time when the Technical Services Provider submits the budget proposal for the coming year, these expenses are to be included in the budget proposal. In all cases, the Operator shall be informed of any such expense in the monthly report. Extraordinary nature means work performed by the Corporate Staffs of a particularly large or unusual scope and not comprising work which forms part of the ordinary operation of one or several joint ventures (major investigations, reports and crisis management related to accidents and the like, the establishment of new group systems and other extraordinary activities). Expenses related to services of an extraordinary nature shall be documented by way of work description and may be subject to an audit.

Expenses covered by this item 2.2.3 shall not be charged to the Joint Ventures in any other way.

3. CREDITS TO THE ACCOUNT

All credits shall be credited to the Account at the net amount actually collected.

3.1. Sale and return of Material

The Technical Services Provider shall have the right to dispose of surplus Materials, but shall obtain the approval of the Operator for all dispositions of Materials with an aggregate original purchase cost of NOK 5,000,000 or more.

When Material is returned to the Technical Services Provider or Affiliated Companies, the Account shall be credited with a percentage of the current average purchase price of new Material as stated in the condition code, see item 2.1.3 a. Used Material that can be repaired, shall be credited at 50% of the value of Condition "1" Material. Scrap Material shall be credited at prevailing prices.

3.2. Insurance

Settlements received from insurance companies or others will    be credited to the Account. If a Party does not participate in the insurance, it shall not benefit from such settlements.

4. OTHER PROVISIONS

4.1 Inventories

The Technical Services Provider shall take periodic inventories of all Controllable Material and warehouse stock at least once a year. The Technical Services Provider shall give the Operator 30 days' written notice of its intention to take an inventory to allow them to be represented.

Reconciliation of inventory with the Account shall be made, and a list showing overages and shortages shall be furnished to the Operator. The Account shall be adjusted accordingly as soon as possible.

The Technical Services Provider shall furnish the Operator with a list of types of Material which are classified as Controllable Material.

4.2. Miscellaneous provisions

These Accounting Procedures shall be binding for as long as the Agreement remains in effect plus the time required to wind up the operations properly.

In the event of any conflict between the provisions of these Accounting Procedures and other provisions of the Agreement, the other provisions of the Agreement shall prevail.

 

SIDELETTER No. 1

to

TECHNICAL SERVICES AGREEMENT

BETWEEN

 

GASSCO AS

 

AND

 

STATOIL PETROLEUM AS

 

This Sideletter is made and entered into as of the 24 day of November 2010 by and between:

Gassco AS , a company incorporated under the laws of Norway of the first part, and

Statoil Petroleum AS , a company incorporated under the laws of Norway of the second part

(hereinafter individually referred to as “Party” and jointly referred to as the ”Parties”).

 

WHEREAS , the Parties are Parties to the Technical Services Agreement between Gassco AS and Statoil Petroleum AS dated at the date hereof (the “Agreement”), and

WHEREAS , the Parties at the date hereof have agreed to let the Agreement replace the technical services agreement dated February 27, 2002, as amended (the “Previous Agreement”), and

WHEREAS , the phase 1 of the Statoil - Hydro restructuring cost was settled by agreement dated 2 December 2008, and the Parties in this Sideletter wish to regulate certain issues related to the formal handling of the costs related to phase 2 of the restructuring cost for Statoil - Hydro integration process.

 

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Restructuring costs

The phase 2 restructuring costs related to the merger between Statoil and Norsk Hydro and which are not fulfilled at the effective date of the Agreement, shall in relation to the Joint Ventures be handled according to Appendix 1 to the “General Terms and Conditions for the Provision of Technical Services for Gas Infrastructure Joint Ventures Operated by Gassco AS” as attached to the Previous Agreement and not according to Appendix 1 to the “General Terms and Conditions for the Provision of Services for Gas Infrastructure Joint Ventures Operated by Gassco AS” as attached to the Agreement.

 

Executed in two (2) originals as of the day first above written:

Operator:

Technical Services Provider:

____/s/Svein Birger Thaule ____/s/Kjetil Ohm
Gassco AS Statoil Petroleum AS

 

POWER OF ATTORNEY

This document authorises Svein Birger Thaule to enter into and sign on behalf of Gassco AS
the following agreement:

- "Technical Services Agreement between Gassco AS and Statoil Petroleum AS"
- "Sideletter No. 1 to Technical Services Agreement between Gassco AS and Statoil
Petroleum AS"

Bygnes, 24 November 2010
pr.pr. Gassco AS
____/s/ Brian Bjordal
CEO

 

4 February 2015

 

Eldar Sætre
Draugveien 66,
4314 Sandnes

OFFER OF EMPLOYMENT

In reference to our previous conversations, I am pleased to offer you the position as President and Chief Executive Officer (CEO) in Statoil ASA ('the Company'), on the terms and conditions set out in this Offer Letter and the enclosed Contract of Employment.

The Board of Directors of the Company establishes the terms and conditions applicable for the President and Chief Executive Officer of the Company.

Your annual base salary at commencement will be NOK 5,700,000. The base salary will be included in your pensionable income.

In addition you will be entitled to a fixed, annual remuneration element of NOK 2,000,000. This fixed addition will not be included in your pensionable income. The fixed addition will be included in your holiday pay and the basis for calculating the Annual variable pay and the Long-term incentive.

You will be eligible for a free company car within a cost limit of NOK 1,000,000. The frame for the company car will be annually adjusted based on the KPI.

You will be entitled to expenses for electronic communication. Installation and operation of PC and necessary office equipment in your private home will be provided by the Company. Subscriptions to newspapers and periodicals which you consider necessary for the position will be covered by the Company.

According to SOX-regulations you are not eligible for any company loan arrangement in the position as President and Chief Executive Officer.

Separate invitations pertaining to your participation in the Annual variable pay scheme and Long-term incentive scheme referred to in Clause 5.2 of the Contract of Employment are enclosed.

Regardless of clause 17 of the Contract of Employment and other clauses relating to pension, the Pension Scheme described in the letter of 5 March 2007 with attachment, confirmed in the Offer of Employment of 29 October 2007, is an individual pension right based on agreement with the Company.

It is endorsed that your directorships in Trucknor AS and Strømberg Gruppen AS can be continued. The Board of Directors reserves the right to withdraw these consents in accordance with guidelines in the Contract of Employment, Clause 7.

Furthermore, we kindly request that you submit a list of any additional directorships, assignments, honorary duties or ownership in the form of shares or other ownership interests you currently hold to The Company's Secretary for arrangement of consent by the Board of Directors, in accordance with Clause 7 of the Contract of Employment. Please provide this list within due time prior to commencement. Upon commencement, such approved directorships, assignments, honorary duties or ownership interests should be registered according to company guidelines.

As Chief Executive Officer, you are considered to be a primary insider within Statoil ASA. As such, you are required both to familiarise yourself, and act in compliance with, the Company's guidelines regarding insiders.

Please find enclosed two copies of the Contract of Employment and a Non-disclosure undertaking.

If you accept the offer, we kindly request that you sign and return a copy of the Offer of Employment, the Non-disclosure undertaking and one copy of the enclosed Contract of Employment to Statoil ASA, marked for the attention of Magne Andre Hovden, ST-FO C3, 4035 Stavanger, Norway.

Kind regards,
For Statoil ASA

____/s/ Svein Rennemo
Chairman of the Board
Statoil ASA

The offer is accepted:

Signature: ____/s/ Eldar Sætre

Place: Oslo Date: 4/1/2015


 

CONTRACT OF EMPLOYMENT

This Contract of Employment is entered into today, 4 February, 2015, between:

Statoil ASA

Business Registration Number 923 609 016
Forusbeen 50, 4035 Stavanger

(Hereinafter "the Company")

and

Eldar Sætre
Date of Birth: 8 February 1956
Draugveien 66,
4314 Sandnes

(Hereinafter "Chief Executive Officer")

1 Employment and Date of Commencement

Eldar Scetre is hereby employed by the Board of Directors of Statoil ASA to serve as President and Chief Executive Officer in Statoil ASA.

The employment will commence on 4 February, 2015.

2 Place of Work

The Chief Executive Officer's principal place of work is currently Stavanger. The Board of Directors reserves the right to change the place of work. The Board of Directors shall discuss with the Chief Executive Officer prior to making such change.

3 Duties and Liabilities

The Chief Executive Officer is responsible for management of the company and shall comply with the guidelines and instructions given by the Board of Directors. The Chief Executive Officer is responsible to the Board of Directors for the Company's business and operations being performed in accordance with the Company's governing system and guidelines, law and regulations and commercial custom and practice.

The Chief Executive Officer is responsible for hiring and, if needed, dismissal of leaders reporting directly to him. The Board of Directors shall be informed prior to the decision by the Chief Executive Officer.

The Chief Executive Officer shall, at the request of the Board of Directors, serve as Chairman of the Board or Director of any of the Company's subsidiaries. The Chief Executive Officer shall not be entitled to Director's fees for any such appointments. Upon the request by the Board of Directors, the Chief Executive Officer shall, without compensation and, on the date decided by the Board of Directors, resign all such directorships.

4 Working Hours and Holiday

4.1 Working Hours

The Chief Executive Officer is exempted from the regulations concerning working hours in the Working Environment Act of 2005 No. 62, in accordance with section 10-12.

4.2 Holiday and Holiday Payment

Holiday and holiday payment is granted in accordance with the Norwegian Act of Holiday 1988 No. 21 and the Company's guidelines as applicable at any given time.

5 Remuneration

5.1 Fixed Remuneration

The fixed remuneration is subject to decision by the Board of Directors. The fixed remuneration consists of the base salary and an additional fixed remuneration element (hereinafter fixed addition).

The remuneration of the position as Chief Executive Officer in Statoil shall be competitive, but not market leading, taking into consideration the size of the Company, its industrial market position and the short and long term value creation and results of the Company.

The annual gross base salary (grunnlønn) at the date of commencement of employment is NOK 5,700,000. The fixed addition at the date of commencement of employment is NOK 2,000,000.

The fixed remuneration is subject to an annual review by the Board of Directors. The next review will take place in January 2016. The Board of Directors is under no obligation to award an increase following a review. If the Board of Directors conclude on a fixed remuneration increase, both elements (the base salary and the fixed addition) will be increased with the same percentage. There will be no review of the fixed remuneration after notice has been given by either party to terminate the employment.

The Chief Executive Officer will be paid one twelfth of the annual fixed remuneration each month in accordance with the applicable Company regulations at any given time. The only exception to this is the month of June, in which the payment of fixed remuneration will be replaced by a holiday payment in accordance with the Holiday Act, and the Company's guidelines at any given time.

5.2 Performance Based Pay Schemes

The Chief Executive Officer shall participate in the Company's annual variable pay scheme and the long-term incentive scheme subject to the prevailing rules of the scheme at any given time. Participation in the performance based pay schemes is subject to annual invitation. The Board of Directors reserves the right to change, or alternatively terminate, the annual variable pay scheme and the long-term incentive scheme at its sole discretion. Changes to or termination of performance based pay schemes cannot be made unilaterally by the Board of Directors during a participation period which has been agreed.

The Chief Executive Officer is entitled to the earned annual variable pay if employed in the Statoil Group at the time of payment and without having submitted a notice of termination.

5.3 Other Benefits

The Chief Executive Officer is entitled to further benefits as set out in the applicable guidelines of the Company at any given time.

5.4 Travelling and Subsistence Allowances

Business related travel expenses shall be reimbursed in accordance with the applicable regulations in the Company's guidelines at any given time.

6 Company Pension and Insurance Schemes

The Chief Executive Officer shall participate in the Company's General Pension Scheme as applicable in the Company at any given time.

Furthermore, the Chief Executive Officer shall participate in the Company's Insurance Schemes as applicable in the Company at any given time.

The Board of Directors reserves the right to adjust and, in accordance with all appropriate legal requirements, terminate the General Pension and Insurance Schemes at the its sole discretion.

7 Work Outside the Company and Financial Interests

The Chief Executive Officer is obliged to devote all his working capacity to the performance of his position at the Company. He shall not undertake any other position or honorary/board post salaried or unsalaried, without the prior written consent of the Board of Directors.

The Board of Directors reserves the right to withdraw any such consent in cases where a conflict of interest of any kind arises, or if the Chief Executive Officer's ability to perform his work is affected or his duties or responsibilities towards the Company are impaired.

The Chief Executive Officer shall register any directorships and any financial interests he may have in other enterprises in accordance with the applicable Company regulations at any given time. The Chief Executive Officer shall not be entitled to compensation if he is obliged to resign any such directorships and/or financial interests in order to comply with the applicable Company regulation.

8 Termination and Resignation

8.1 Period of Notice

The notice period shall be 6 months. The notice period shall be calculated from the first day of the calendar month following that in which the other party received the written notice. The Chief Executive Officer is obliged to resign with immediate effect, or at any later date as decided by the Board of Directors, from his position and any directorships or appointments in the Company or in any subsidiaries of the Company. If such resignation is required by the Board of Directors, the Chief Executive Officer is entitled to both fixed remuneration and other compensation including pension and insurance contributions, as set out above in Clauses 5 and 6, during the notice period, provided that he remains available at the request by the Board of Directors.

8.2 Termination at Pension Age

The Chief Executive Officer's employment shall be terminated, without prior notice, on reaching the Company's normal retirement age. The Company's normal retirement age is currently 67.

The Chief Executive Officer has a right to retire at 62 according to the terms in the Pension Agreement of 5 March 2007.

8.3 Return of the Company's Possessions

Upon termination of employment, the Chief Executive Officer shall return to the Company all property belonging to it, including but not limited to: any documents, electronically stored information, personal computer equipment, cell phone and admission card keys, irrespective of their whereabouts or how they are stored.

The Chief Executive Officer shall, at the request of the Board of Directors, sign a statement confirming that he is not in possession of, nor has handed over to any unauthorised person, any of the Company's documents (or copies thereof) or Company property of any kind. The Chief Executive Officer shall not be entitled to retain any such Company property under any circumstances.

9 Severance Pay

9.1 Waiver of Protection against Dismissal in Consideration for Agreed Severance Pay

The Chief Executive Officer waives the rights that otherwise apply to employees pursuant to Chapter 15 of the Working Environment Act, in accordance with section 15-16 second paragraph, in consideration of the right to severance pay pursuant to this Clause 9.

If the Chief Executive Officer disputes the legality of his right to waive the employment protection rights and/or the legality of the dismissal, the Board of Directors may unilaterally decide without any compensation for the Chief Executive Officer that the right to severance pay in Clause 9, and the arbitration regulation in Clause 18.2 do not apply. In such cases, the termination of employment shall be fully regulated by the provisions of the Working Environment Act.

9.2 Severance Pay

If the Board of Directors has given the Chief Executive Officer notice of termination of his employment, he shall be entitled to severance pay corresponding to 6 months of his fixed remuneration. Such severance pay shall be calculated as from the date of expiry of the notice period, hereinafter referred to as the 'time of discontinuance'. The Chief Executive Officer shall also be entitled to the same amount of severance pay if he resigns pursuant to a written agreement with the Board of Directors.

Severance pay shall not be included in any calculation of holiday pay. During the period in which severance pay is payable the Chief Executive Officer shall not be entitled to any other remuneration or benefits as set out in Clause 5, nor is he covered by the Company's pension and insurance schemes.

The Severance Pay is paid by the Company in monthly instalments or as a one-off lump-sum payment subject to the Board of Directors' sole discretion.

If the Chief Executive Officer is appointed to a new position or receives income from a business of which he is an active owner, the severance pay will be reduced by a corresponding amount calculated on the basis of the Chief Executive Officer's new annual income. The Chief Executive Officer is obliged to provide the Company with all information regarding such deductible income.

9.3 Transfer to Pension

The entitlement to receive severance pay is conditional on the Chief Executive Officer not being entitled to, or receiving, a pension from the Company.

If during the period in which severance pay is payable pursuant to Clause 9.2 above, the Chief Executive Officer is or becomes entitled to a pension pursuant to Clause 6, including any 'early retirement' pension, he shall receive the pension in lieu of severance pay as from the date he becomes entitled to such a pension.

9.4 Lapse of Right to Severance Pay

The entitlement to severance pay is conditional on the Chief Executive Officer not being guilty of gross misconduct, gross negligence, disloyalty or any other material breach of his duties, according to section 15-14 of the Working Environment Act. If the Chief Executive Officer is found to be in breach of his duties, the Board of Directors is entitled to claim back any severance payments already made.

In the event that the Chief Executive Officer commits or is responsible for any irregularities or dereliction of duty that may result in liability in damages or in he being prosecuted for a criminal offence, or the Chief Executive Officer is found to be in breach of the Non-competition Clause, severance pay can be withheld, and the Board of Directors will be entitled to claim back any severance payments already made.

10 Professional Secrecy

The Chief Executive Officer is obliged to comply with the Company's prevailing regulations on Professional Secrecy, and he shall sign the Company's standardised Non-disclosure undertaking. The Chief Executive Officer must treat all information in such a manner so as not to harm the Company's legitimate interests in any way.

11 Non-competition

To the extent permitted by law, the Chief Executive Officer shall be bound by the competition restrictions as stated in this clause during his employment and for a period of 6 months as from the expiry of the notice period.

The Chief Executive Officer shall refrain from commencing employment with, rendering advisory services to irrespective of whether or not he receives compensation, establishing or participating in a business either alone or together with others or on behalf of any other person, owning shares, other assets, or other ownership interests in, or in any other way be engaged in any entity or business that directly or indirectly competes with the core activities of the Company or any of its directly or indirectly owned subsidiaries.

The Board of Directors may, at any time, waive its rights under this clause. Pursuant to a written request by the Chief Executive Officer, the Board of Directors is obliged to consider waiving its rights under this clause or to consider whether the restrictions in this clause should apply for a shorter period of time. The Board of Directors shall reach a decision within three weeks as from the date when all relevant information has been received.

If the Chief Executive Officer does not receive any pension or severance pay following termination of his employment (as set out in Clause 9.2 and 9.3), he is entitled to compensation equivalent to the fixed remuneration (pursuant to Clause 5.1) from the time of discontinuance until the expiration of the non-competition period or until the Board of Directors waives its rights pursuant to this clause. The compensation payments shall be made in monthly instalments. The compensation amount shall be deducted by all other gross income except income from capital earned during the same period of time. This deduction shall not exceed 50 % of the compensation. Any payments from the Company or its subsidiaries shall however be fully deductible. The Chief Executive Officer is obliged to provide the Company with information in writing regarding such deductible income. Clause 9.4 above also applies to this clause.

For a period of 12 months following the expiry of his notice period, the Chief Executive Officer shall not be entitled to directly or indirectly on his own account or on behalf of or in conjunction with any other person, approach, affect or in any way contribute to the termination of any employment or client relationship with any employees, persons or customers that the Chief Executive Officer has established contact with during the course of his employment with the Company. Nor shall the Chief Executive Officer approach any such persons or businesses, with a view to inducing such person or business to change its relationship with the Company or any other affiliated company in any way.

The covenants in this clause shall also apply if the Chief Executive Officer's employment is terminated on the grounds of fundamental breach, according to section 15-14 of the Working Environment Act.

If the Chief Executive Officer is in breach of his duties under the above provisions, the Board of Directors has the right to demand the immediate discontinuation of the activity in breach of this clause, and require The Chief Executive Officer to pay a penalty amounting to 50 % of monthly fixed remuneration for every month that he has acted in breach of the non-competition clause. The penalty is to run from and including the calendar month in which the activity in breach of this clause occurred, up until and including the calendar month in which the activity ceased. The Board of Directors is also entitled to claim back any compensation that has already been paid in accordance with the above non-competition clause. This clause shall not restrict the Board of Director's right to alternatively claim compensation for the actual damage suffered through such breach.

Without prejudice to this Clause 11, the Chief Executive Officer acknowledges his duty under Clause 1 0 not to make use of or divulge to any person any information of a confidential or secret nature.

12 Intellectual Property Rights

The proprietary right to any invention, patent, patent application, intellectual work, knowhow, database, design, data, processes, software, written or visual material and any other result or intellectual property created as a consequence of, or in connection with the work the Chief Executive Officer has performed during his employment, or which may become the result of the work the Chief Executive Officer has performed during his employment, either alone or jointly with others, shall automatically and in its entirety become the property of the Company at no cost to the Company. The Company shall have an unlimited and exclusive right to exploit such results and intellectual property rights free of charge.

13 Ethics and Conduct

The Company sets high ethical standards for its employees. The Chief Executive Officer is obliged to familiarize himself with, keep updated on, and act as a role model in compliance with the Company's ethical standards, and all other regulations on ethics and conduct that are established within the Company.

14 Information Systems

All information systems made available to the Chief Executive Officer (for example PC, software, databases, information system for internet and intranet) and any information stored in such information systems, are the exclusive property of the Company.

15 Personal Data

The Chief Executive Officer consents to the Company using his personal data for administrative and business related purposes. Personal data will be treated confidentially.

16 Tax

Before payment of any compensation or benefit arising under this contract, all and any applicable taxes will be calculated and withdrawn by the Company in accordance with relevant local laws and regulations and the Company's normal practice.

The Chief Executive Officer shall be fully responsible for all taxes on both Company sourced and personal income, wherever they may arise as a result of the Chief Executive Officer's tax residency status and physical presence in a location performing duties on behalf of the Company or any Group Company; and ensuring compliance with personal tax filing requirements in all locations in which such obligations arise.

The Chief Executive Officer acknowledges that the Company may have tax reporting obligations in respect of Company sourced income in the countries in which he is required to perform his duties under this Contract of Employment. Throughout the employment the Chief Executive Officer shall therefore maintain an accurate travel calendar recording the countries he has visited in the course of the employment and number of days spent in such countries on each visit.

17 General

This contract of employment regulates all aspects of the Chief Executive Officer's conditions of employment with the Company and shall replace all former agreements between the Chief Executive Officer and the Company in connection with the Chief Executive Officer's employment. Any supplements or amendments to this contract shall be in writing.

Irrespective of this Clause 17, the Pension Agreement of 5 March 2007 is maintained.

18 Choice of Law and Arbitration

18.1 Choice of Law

This contract of employment and the contractual relationship between the Company and the Chief Executive Officer shall be governed by, and construed in accordance with, Norwegian Law.

If the Chief Executive Officer performs work abroad and any of the provisions of this contract of employment should become invalid or unenforceable due to inconsistency with any foreign mandatory law, the remaining provisions of this contract of employment shall nevertheless remain in full force. The contract of employment shall remain in full force and effect on the Chief Executive Officer's return from the relevant foreign jurisdiction.

18.2 Arbitration

In the event of a dispute between the parties concerning the interpretation, application or performance of this contract of employment, including any appendices and contracts that alter or replace it, or in the event of a dispute concerning the termination of employment and related compensation claims, and if one of the parties so demand, such disputes shall be settled by arbitration pursuant to the Norwegian Arbitration Act 2004 No. 25.

The parties shall, if possible, appoint the arbitrators jointly. If the parties cannot agree on the composition of the Court of Arbitration, they shall each appoint one arbitrator. The two appointed arbitrators shall together appoint the third arbitrator, who shall be the Chairman of the Arbitration Court. If the two appointed arbitrators cannot agree on the choice of Chairman of the Court of Arbitration, either party may demand that the Chairman of the Borgarting Court of Appeal is to make the choice.

The Court of Arbitration shall, insofar as is possible, reach a decision on the matters in dispute within 90 days of the appointment of the Court of Arbitration.

The expenses of the Court of Arbitration including expenses relating to the Arbitrator(s) are to be covered by the Company. Unless otherwise decided by the Court of Arbitration based on provisions in the applicable legislation, the parties shall cover their own respective expenses for counsel.

The parties agree that the arbitration procedure and the decisions of the Court of Arbitration are to be kept confidential.

19 Signature

Two identical copies of this Contract of Employment shall be signed, and one copy shall be retained by each party.

******

Oslo, 4 February 2015
____/s/ Svein Rennemo
Chairman of the Board
Statoil ASA

Place/Date Oslo 4/1/2015
____/s/ Eldar Sætre

 

 

 

Calculation of Ratio of Earnings to Fixed Charges

 

(in USD millions, except ratio)***

For the year ended 31 December 2016

For the year ended 31 December 2015

For the year ended 31 December 2014

For the year ended 31 December 2013

For the year ended 31 December 2012

Fixed Charges

 

 

 

 

 

 

Interest expense*

1,043

971

1,205

784

964

+

Interest within rental expense

1,079

1,444

1,528

1,233

1,285

+

Capitalized interest

355

392

250

183

204

Total fixed charges (A)

2,477

2,807

2,983

2,201

2,452

 

 

 

 

 

 

 

Earnings

 

 

 

 

 

 

Income before tax and minority interest

(178)

55

17,898

23,646

35,831

-

Equity in net inc non-consol investees

119

29

34

(20)

(288)

+

Distributed income of equity investees

(2)

(1)

(1)

(1)

(1)

=

Income before taxes, minority interests and equity investees

(60)

83

17,931

23,625

35,542

+

Fixed charges (A)

2,477

2,807

2,983

2,201

2,452

+

Ordinary depr capital interest

198

171

186

210

233

-

Capitalized interest

(355)

(392)

(250)

(183)

(204)

Total earnings

2,260

2,669

20,850

25,852

38,023

 

 

 

 

 

 

 

Ratio**

0.9

1.0

7.0

11.7

15.5

*From and including 2016, interest expense excludes change in fair value of derivatives. The ratio for earlier years has been re-stated to reflect this change

**The dollar amount of the deficiency in Earnings to Fixed Charges for the full year 2016 is USD 216 million

***On 1 January 2016, Statoil changed its presentation currency from Norwegian kroner (NOK) to US dollars (USD). Comparative figures in 2015, 2014, 2013 and 2012 have been represented in USD to reflect the change. For further details, reference is made to Note 26 Change of presentation currency to the Consolidated Financial Statements included in the 2016 20-F filing.

 

 

 

 

I, Eldar Sætre, certify that:

  1. I have reviewed this annual report on Form 20-F of Statoil ASA;
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
  4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
    1. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

  5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
    1. (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

 

 

 

Date:

17 March 2017

By:

/s/ Eldar Sætre

Name:

Eldar Sætre

Title:  

President and Chief Executive Officer

 

I, Hans Jakob Hegge, certify that:

  1. I have reviewed this annual report on Form 20-F of Statoil ASA;
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;  
  4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

    1. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

  5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

    1. (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

 

Date:

17 March 2017

By:

/s/ Hans Jakob Hegge

Name:

Hans Jakob Hegge

Title:  

Executive Vice President and Chief Financial Officer

 

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Statoil ASA, a company incorporated under the laws of Norway (the "Company"), hereby certifies, to such officer's knowledge, that:

The Annual Report on Form 20-F for the year ended 31 December 2016 of the Company (the "Report") fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date:

17 March 2017

By:

/s/ Eldar Sætre  

Name:

Eldar Sætre

Title:  

President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Statoil ASA, a company incorporated under the laws of Norway (the "Company"), hereby certifies, to such officer's knowledge, that:

The Annual Report on Form 20-F for the year ended 31 December 2016 of the Company (the "Report") fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date:

17 March 2017

By:

/s/ Hans Jakob Hegge

Name:

Hans Jakob Hegge

Title:  

Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Consent of Independent Registered Public Accounting Firm

The board of directors
Statoil ASA

We consent to the incorporation by reference in the registration statement (No. 333 168426) on Form S-8 of Statoil ASA and in the registration statement (No. 333-211232) on Form F-3ASR of Statoil ASA and Statoil Petroleum AS of our reports dated 9 March 2017, with respect to the consolidated balance sheets of Statoil ASA as of 31 December 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended 31 December 2016, and the effectiveness of internal control over financial reporting as of 31 December 2016, which reports appear in the 31 December 2016 annual report on Form 20-F of Statoil ASA.

Our report with respect to the 2016 consolidated financial statements refers to a change in presentation currency from Norwegian Kroner to US Dollar.

/s/ KPMG AS

 

Stavanger, Norway
17 March 2017

DeGolyer and MacNaughton

5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244

March 14, 2017

Statoil ASA
Forusbeen 50
N-4035 Stavanger
Norway


Ladies and Gentlemen:

We hereby consent to the references to DeGolyer and MacNaughton contained in the section entitled “2.8 Operating and Financial Performance; Proved Oil and Gas Reserves; Preparation of reserves estimates; DeGolyer and MacNaughton report” of the Annual Report on Form 20-F for the year ended December 31, 2016, of Statoil ASA (the Form 20-F), to the inclusion of our third‑party report dated February 14, 2017, concerning our evaluation as of December 31, 2016, of certain oil and gas properties of Statoil ASA (Third-Party Report), which is included as an exhibit to the Form 20-F, and to the incorporation by reference thereof of our Third-Party Report in the Registration Statement on Form S-8 (File No. 333-168426) pertaining to the Statoil North America, Inc. 2004 Employee Share Purchase Plan and in the Registration Statement on Form F-3 (File No. 333-211232) of Statoil ASA and Statoil Petroleum AS.

Very truly yours,

/s/ DeGolyer and MacNaughton

 

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

 

DeGolyer and MacNaughton

5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244

 

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

 

 

 

DeGolyer and MacNaughton

5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244

February 14, 2017

Statoil ASA
Forusbeen 50
N-4035 Stavanger
Norway

 

Ladies and Gentlemen:


Pursuant to your request, we have conducted an independent evaluation, completed on February 14, 2017, to serve as a reserves audit of the net proved oil, condensate, liquefied petroleum gas (LPG), and sales gas reserves, as of December 31, 2016, of certain properties (Table 1) that Statoil ASA (Statoil) has represented that it owns. Statoil has represented that these properties account for 100 percent, on a net equivalent barrel basis, of Statoil's net proved reserves as of December 31, 2016, and that Statoil's estimates of net proved reserves have been prepared in accordance with the reserves definitions of Rules 4-10(a) (1)-(32) of Regulation S-X of the Securities and Exchange Commission (SEC) of the United States. We have reviewed information provided to us by Statoil that it represents to be Statoil's estimates of the net reserves, as of December 31, 2016, for the same properties as those which we have independently evaluated. This report was prepared in accordance with guidelines specified in Item 1202 (a)(8) of Regulation S-K and is to be used for inclusion in certain SEC filings by Statoil.

Reserves estimated herein are expressed as net reserves as represented by Statoil and as estimated by DeGolyer and MacNaughton. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31, 2016. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Statoil after deducting interests owned by others.

Estimates of oil, condensate, LPG, and sales gas should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

Data used in this audit were obtained from reviews with Statoil personnel, from Statoil files, from records on file with the appropriate regulatory agencies, and from public sources. In the preparation of this report we have relied, without independent verification, upon such information furnished by Statoil with respect to property interests, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this report.

Methodology and Procedures

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled "Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007)." The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

Based on the current stage of field development, production performance, the development plans provided by Statoil, and the analyses of areas offsetting existing wells with test or production data, reserves were classified as proved.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and the original gas in place (OGIP). Structure and isopach maps were constructed to estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material-balance and other engineering methods were used to estimate OOIP or OGIP.

Estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material-balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rate, reservoir pressure, and gas-oil ratio behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production or to the limit of the production licenses as appropriate.

In certain cases, elements of the reserves estimates incorporated information based on analogy with similar reservoirs for which more complete data were available.

Definition of Reserves

Petroleum reserves estimated by Statoil and by us included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used by Statoil and by us in this report are in accordance with the reserves definitions of Rules 4-10(a) (1)-(32) of Regulation S-X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using known production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves - Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:
(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12 month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Developed oil and gas reserves - Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves - Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4-10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

Primary Economic Assumptions

The following economic assumptions were used for estimating existing and future prices and costs, expressed in United States dollars (U.S.$):

Oil, Condensate, and LPG Prices

Statoil has represented that the provided oil, condensate, and LPG prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. Statoil supplied differentials by field to a Brent blend oil reference price of U.S.$42.82 per barrel and the prices were held constant thereafter. The volume-weighted average prices attributable to the proved reserves estimated by DeGolyer and MacNaughton in this report were U.S.$41.23 per barrel for oil, U.S.$37.79 per barrel for condensate, and U.S.$24.85 per barrel for LPG.

Gas Prices

Statoil has represented that the provided gas prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. A significant quantity of the gas sold by Statoil is subject to contract prices, and the range of such prices is varied. Where appropriate, Statoil supplied differentials by field to a United Kingdom National Balancing Point Index of U.S.$4.79 per thousand cubic feet reference price and the prices were held constant thereafter. The volume-weighted average gas price in this report was U.S.$4.50 per million Btu.

Operating Expenses and Capital Costs

Operating expenses and capital costs, based on information provided by Statoil, were used in estimating future costs required to operate the properties. In certain cases, future costs, either higher or lower than existing costs, may have been used because of anticipated changes in operating conditions. These costs were not escalated for inflation.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant's ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2016, estimated oil and gas reserves.

Statoil has represented that its estimated net proved reserves attributable to the reviewed properties were based on the definitions of proved reserves of the SEC. Statoil has represented that its estimates of the net proved reserves attributable to these properties, which represent 100 percent of Statoil's reserves on a net equivalent basis, are as follows, expressed in millions of barrels (MMbbl), billions of cubic feet (Bcf), and millions of barrels of oil equivalent (MMboe):

 

 

Estimated by Statoil
Net Proved Reserves as of December 31, 2016

 

 

Oil and
Condensate
(MMbbl)

 

 

LPG
(MMbbl)

 

Sales
Gas
(Bcf)

 

Oil
Equivalent
(MMboe)

 

 

 

 

 

 

 

 

 

Properties Reviewed by
DeGolyer and MacNaughton

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Proved

 

2,033

 

372

 

14,637

 

5,013

 

 

 

 

 

 

 

 

 

Note: Gas is converted to oil equivalent using a factor of 5,612 cubic feet of gas per 1 barrel of oil equivalent based on energy equivalency.

 

Our estimates of Statoil's net proved reserves attributable to the reviewed properties were based on the definitions of proved reserves of the SEC and are summarized as follows, expressed in millions of barrels (MMbbl), billions of cubic feet (Bcf), and millions of barrels of oil equivalent (MMboe):

 

 

Estimated by DeGolyer and MacNaughton
Net Proved Reserves as of December 31, 2016

 

 

Oil
(MMbbl)

 

 

Condensate
(MMbbl)

 

 

LPG
(MMbbl)

 

Sales
Gas
(Bcf)

 

Oil
Equivalent
(MMboe)

 

 

 

 

 

 

 

 

 

 

 

 

 

Properties Reviewed by
DeGolyer and MacNaughton

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Proved

 

2,092

 

152

 

324

 

13,685

 

5,007

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: Gas is converted to oil equivalent using a factor of 5,612 cubic feet of gas per 1 barrel of oil equivalent based on energy equivalency.

In our opinion, the information relating to estimated proved reserves of oil, condensate, LPG, and sales gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4, 932-235-50-6, 932-235-50-7, and 932 235 50-9 of the Accounting Standards Update 932-235-50, Extractive Industries - Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4-10(a) (1)-(32) of Regulation S-X and Rules 302(b), 1201, and 1202(a) (1), (2), (3), (4), (8) of Regulation S-K of the Securities and Exchange Commission; provided, however, that estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

In comparing the detailed net proved reserves estimates prepared by us and by Statoil, we have found differences, both positive and negative, resulting in an aggregate difference of 0.1 percent when compared on the basis of net equivalent barrels. It is our opinion that the net proved reserves estimates prepared by Statoil on the properties reviewed by us and referred to above, when compared on the basis of net equivalent barrels, in aggregate, do not differ materially from those prepared by us.

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in Statoil. Our fees were not contingent on the results of our evaluation. This letter report has been prepared at the request of Statoil. DeGolyer and MacNaughton has used all methods and procedures as it considered necessary under the circumstances to prepare this report. All assumptions, data, procedures, and methods used to prepare this report are considered by DeGolyer and MacNaughton to be appropriate for the purpose served by this report.

Submitted,
/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716

 

(SEAL)
/s/ Regnald A. Boles
___________________________

Regnald A. Boles, P.E
Senior Vice President
De Golyer and MacNaughton

 

CERTIFICATE of QUALIFICATION

I, Regnald A. Boles, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A., hereby certify:

  1. That I am a Senior Vice President with DeGolyer and MacNaughton, which company did prepare the letter report addressed to Statoil dated February 14, 2017, and that I, as Senior Vice President, was responsible for the preparation of this letter report.

  2. That I attended Texas A&M University, and that I graduated with a Bachelor of Science degree in Petroluem Engineering in the year 1983; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the International Society of Petroleum Engineers; and that I have approximately 33 years of experience in oil and gas reservoir studies and reserves evaluations.

SIGNED: February 14, 2017

(SEAL)
/s/ Regnald A. Boles
___________________________

Regnald A. Boles, P.E
Senior Vice President
De Golyer and MacNaughton


TABLE 1

Country

 

Field

   

Algeria

 

In Amenas

 

In Salah

Angola

 

Acacia

 

Batuque

 

Bavuca

 

Clochas

 

Cravo

 

Dalia

 

Girassol

 

Jasmim

 

Kakocha

 

Kizomba "A"

 

Kizomba "B"

 

Lirio

 

Marimba

 

Mavacola

 

Mondo

 

Mondo South

 

Orquidea-Violeta

 

Perpetua-Hortensia

 

PSVM

 

Rosa

 

Saxi

 

Zinia

Azerbaijan

 

Azeri-Chirag-Gunashli

Brazil

 

Peregrino

Canada

 

Hebron

 

Hibernia

 

Hibernia South Extension Unit

 

Leismer

 

Terra Nova

Ireland

 

Corrib

Libya

 

Mabruk

 

Murzuk

Nigeria

 

Agbami

Norway

 

Aasta Hansteen

 

Alve

 

Asgard-Midgard

 

Asgard-Smorbukk

 

Asgard-Smorbukk South

 

Byrding

 

Edvard Grieg

 

Ekofisk

 

Eldfisk

 

Embla

 

Enoch

 

Flyndre

 

Fram C-East

 

Fram East

 

Fram H-North

 

Fram West

 

Gimle

 

Gina Krog

 

Goliat

 

Grane

 

Gudrun (incl. Gudrun East)

 

Gullfaks Area

 

Gulltopp

 

Gullveig

 

Gungne

 

Hanz

 

Heidrun (incl. Heidrun North)

 

Heimdal

 

Hyme

 

Ivar Aasen

 

Johan Sverdrup

 

Kristin

 

Kvitebjorn

 

Martin Linge

 

Marulk

 

Mikkel

 

Morvin

 

Njord

 

Norne

 

Ormen Lange

 

Oseberg

 

Oseberg East

 

Oseberg South

 

Rhea

 

Rimfaks

 

Ringhorne East

 

Sigyn

 

Skarv

 

Skinfaks

 

Skuld

 

Sleipner East

 

Sleipner West

 

Snohvit

 

Snorre North

 

Snorre South

 

Statfjord

 

Statfjord East

 

Statfjord North

 

Svale North

 

Svalin

 

Sygna

 

Titan

 

Tor

 

Tordis Area

 

Trestakk

 

Troll Area

 

Tune

 

Tyrihans

 

Urd

 

Utgard

 

Valemon

 

Veslefrikk

 

Vigdis

 

Vigdis-Borg Northwest

 

Vigdis East

 

Vigdis Northeast

 

Vilje

 

Visund

 

Visund South

 

Volve

Russia

 

Kharyaga

United Kingdom

 

Alba

 

Jupiter

 

Mariner

United States

 

Bakken

 

Eagle Ford SOA

 

Eagle Ford Third Party

 

Green Canyon Blocks 683/726/727/770 (Caesar-Tonga)

 

Green Canyon Blocks 859/903 (Heidelberg)

 

Green Canyon - Stampede

 

Green Canyon - Tahiti

 

Marcellus - Northern District

 

Marcellus - Southern District

 

Marcellus SOA

 

Walker Ridge - Big Foot

 

Walker Ridge - Jack

 

Walker Ridge - Julia

 

Walker Ridge - St. Malo

Venezuela

 

Petrocedeño