2017

                         

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, 2017

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

3,323,167,853

 

 

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   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)

 

x Yes   ☐  No

 

 

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                  Accelerated filer   ☐                 Non-accelerated filer   ☐         Emerging growth company ☐ 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards

Board to its Accounting Standards Codification after April 5, 2012.

 

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    

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   No

 

 

                       

Statoil, Annual Report on Form 20-F 2017      1


Table of contents

 

INTRODUCTION

 

Message from Chair of the board

3

Chief executive letter

5

Statoil at a glance

6

About the report

9

 

 

STRATEGIC REPORT

 

2.1 Strategy and market overview

10

2.2 Business overview

15

2.3 E&P Norway - Exploration & Production Norway

21

2.4 E&P International - Exploration & Production International

28

2.5 MMP - Marketing, Midstream and Processing

37

2.6 Other group

40

2.7 Corporate

44

2.8 Operational performance

49

2.9 Financial review

64

2.10 Liquidity and capital resources

74

2.11 Risk review

79

2.12 Safety, security and sustainability

91

2.12 Our people

96

 

 

CORPORATE GOVERNANCE

 

3.1 Introduction

100

3.2 General meeting of shareholders

103

3.3 Nomination committee

104

3.4 Corporate assembly

105

3.5 Board of directors

109

3.6 Management

118

3.7 Compensation of governing bodies

125

3.8 Share ownership

133

3.9 External auditor

134

3.10 Risk management and internal controls

136

 

 

FINANCIAL STATEMENTS AND SUPPLEMENTS

 

4.1 Consolidated financial statements of the Statoil group

139

4.2 Supplementary oil and gas information

204

 

 

ADDITIONAL INFORMATION

 

5.1 Shareholder information

217

5.2 Use and reconciliation of Non-GAAP financial measures

229

5.3 Legal proceedings

234

5.6 Terms and abbreviations

235

5.7 Forward-looking statements

238

5.8 Signature page

239

5.9 Exhibits

240

5.10 Cross reference to Form 20-F

241

2     Statoil, Annual Report on Form 20-F 2017     


 

 


DEAR fellow investor

 

 

2017 has been a good year for Statoil, both operationally and financially. We have seen significant positive impacts from the improvements, and have benefitted from an upturn in the oil and gas market. And we have delivered on the sharpened strategy we launched in February 2017.

 

The 2017 net operating income ended positive with USD 13.8 billion, up from close to zero in 2016. Statoil continues to deliver on the improvement ambitions, and demonstrates strong operational performance. A free cash flow [1]  of USD 3.1 billion made Statoil cash-flow neutral well below 50 USD per barrel.

 

Strong safety performance is essential to Statoil’s license to operate. The serious incident frequency for 2017 improved compared to 2016, however, it is key to remember that safety results must be delivered every day. The board of directors is working closely with the administration to ensure that forceful safety efforts and continued leadership focus are maintained.

 

We have seen a gradual rebalancing of the oil market and recovering prices. However, we should still be prepared for volatility. Key influencing factors are; geopolitical developments, OPEC policies, US shale response and the price impact of short-term trading activities. For the board of directors, it is essential that Statoil is a robust and resilient company, well equipped for different scenarios.

 

Statoil remains committed to competitive capital distribution. For the fourth quarter 2017 we propose to the annual general meeting (AGM) a dividend of 0.23 USD per share, an increase of 4.5%. This is in line with the dividend policy of increasing the dividend in line with long-term underlying earnings. In addition, Statoil has ended its two-year scrip programme as planned. We also see an emerging scope for share buy-backs, dependent on macro outlook and portfolio developments. However, the near-term priority is to strengthen the balance sheet.

 

Statoil has increased its production guiding while at the same time reducing capital expenditures. The improvements delivered over the last years have materially improved the financial position and competitiveness. This is reflected in operations and the next generation portfolio with a break-even price of 21 USD per barrel.

 

Statoil made 14 discoveries from 28 wells drilled in 2017, and have secured access to attractive new acreage, like in Argentina and Turkey, and strengthened the portfolio with acquisitions like Carcará North, Roncador in Brazil and Martin Linge in Norway.

Statoil is striving to further develop a distinct and competitive portfolio, driven by the strategy always safe, high value, low carbon. Statoil will leverage industrial strengths; operational excellence, world class recovery, leading project delivery, premium market access and digital leader, to develop long-term value on the Norwegian continental shelf, develop new growth options internationally and increase value creation in the marketing and midstream business.

 

The company continues to build a material industrial position in new energy solutions. Within offshore wind Statoil is competitive and well positioned. Statoil is now the operator of three offshore wind farms, and has also entered its first solar project through the acquisitions of a 43.75% share in the Apodi asset in Brazil.

 

Responding to the climate challenge and preparing Statoil for a low carbon future is an integrated part of the strategy. Concrete actions to reduce greenhouse gas emissions in the operations have been implemented, and we are taking further steps to gradually build a more carbon resilient portfolio.

 

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

 

After the closing of the year, the board has decided to recommend to the AGM to change the company name from Statoil to Equinor. Our strategy remains firm, and the change is a natural follow up of the strategic development from a focused oil and gas to a broad energy company. The board sees the new name as a continuation of the company’s proud history, and a commitment to value creation also in a low carbon future.

 

I would like to thank all employees for their dedication and commitment to Statoil and our shareholders for their continued investment.

 

 

Jon Erik Reinhardsen

Chair of the board

 


[1] See section 5.2 Use and reconciliation of non-GAAP financial measures

Statoil, Annual Report on Form 20-F 2017      3


 



 

 

 

 

 

 

  


4     Statoil, Annual Report on Form 20-F 2017     


 


DEAR fellow SHAREHOLDER

 

 

As we have started a new year with new opportunities, it is useful to reflect briefly on the past. In 2017, we presented our strategy: always safe, high value, low carbon, and we set clear ambitions for the future. We have delivered above and beyond our ambitious targets, and Statoil is now a stronger, more resilient and more competitive company.

 

The safety of our people and integrity of our operations remains our top priority. Over the past decade we have steadily improved our safety results. Following some negative developments in 2016, we reinforced our efforts, and last year we again saw a positive development. For the year as a whole, our serious incident frequency came in at 0.6. We will use this as inspiration and continue our efforts. The “I am safety”-program, launched across the company is an important part of these efforts.

 

We must always be prepared for volatility in our markets. Our improvement work started when prices were still high, and we have used the downturn to reset the company. Today we are a much more robust and resilient company. We have taken down the break-even price of our next generation portfolio by more than 20% during last year to USD 21 per barrel.

 

Last year we said we would be cash flow positive at USD 50 per barrel in 2017. We did even better, and were cash flow positive well below USD 50. At an average Brent oil price of 54 per barrel, we generated USD 3.1 billion in free cash flow [2] . We tripled our adjusted earnings to USD 12.6 billion, and our net operating income was up from close to zero in 2016 to USD 13.8 billion last year. A negative net income in 2016 is turned to a positive result of USD 4.6 billion.

 

The organic capital expenditures ended at USD 9.4 billion [3] , well below the USD 11 billion initially guided. The reduction is mainly due to solid improvements and continued strict capital discipline.

 

We continue to transform our cost base and value creation potential. With USD 1.3 billion in additional improvements in 2017, Statoil has realised annual efficiencies of USD 4.5 billion from 2013. In 2017 we also achieved a record high reserve replacement ratio (RRR) of 150% and all time high production. Looking forward the potential is solid towards 2020, with expected increase in annual production of 3-4%, strong cash generation and growing returns.

    

We have used the down-turn well, but the real test is taking place now, as prices are recovering. I have seen how easy it is for an organisation to start relaxing when prices recover. In Statoil we are determined and will not allow that to happen. We intend to reduce drilling costs further and sustain the 2017 unit of production costs in 2020.

 

In Statoil we believe the winners in the energy transition will be the producers which can deliver at low cost and with low carbon emissions. We also believe there are attractive business opportunities in the transition to a low-carbon economy.

 

Co2-emissions from our oil and gas production were reduced with an additional 10% per barrel last year. In the fall 2017 we started production from Dudgeon, and the floating windfarm Hywind. Today, we operate three offshore wind projects in the UK, delivering competitive returns. Statoil will continue its journey from a focused oil and gas to a broad energy company.

 

I believe Statoil is set to increase returns and grow our cash flow in the years to come. We are delivering on our strategy, investing in high-return opportunities, strengthening our balance sheet – and have increased the capital distribution. I look forward to further developing Statoil in 2018.

 

This year’s AGM will mark a historic moment for us. The board of directors recommends changing the company name from Statoil to Equinor. “Equi” is the starting point for words like equal, equality and equilibrium. “Nor” is signalling a company proud of its origin.

 

The name says something important about us as a company. What we stand for, where we come from and how we see the future. How we see people - and how we view energy.

 

The strategy we presented last year remains firm. And we think the name has potential to strengthen our attractiveness with investors, partners and not the least the new generation of talents we need to realise our strategy and reach our ambitions.

 

 

Eldar Sætre

President and Chief Executive Officer

Statoil ASA

 


[2] See section 5.2 Use and reconciliation of non-GAAP financial measures

[3] IFRS capital expenditures for 2017 were USD 10.8 billion

Statoil, Annual Report on Form 20-F 2017      5


 

Statoil at a glance

 

Our history

Statoil was founded as Den Norske Stats Oljeselskap AS, the Norwegian State Oil company in 1972. Statoil 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 present in more than 30 countries around the world, including several of the world’s most important oil and gas provinces. Our headquarter is located in Stavanger, Norway and we have 20.245 employees worldwide. We create value through safe and efficient operations, in novative solutions and technology. Statoil’s competitiveness is founded on our values-based performance culture, with a strong commitment to transparency, collaboration and continuous efficiency improvements.

 

The board of directors of Statoil have proposed to change the name of the company to Equinor. The new name supports the company’s strategy and development as a broad energy company.  The suggested name change will be proposed to the shareholders in a resolution to the annual general meeting on 15 May 2018.

 

Our vision

Our vision rests on three pillars: Competitive at all times, transforming the oil and gas industry and providing energy for a low-carbon future.

 

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

Our values embody the spirit and energy of Statoil at its best. They help us set direction and they guide our decisions,

actions and the way we interact with others. Our values express the ideals we strive to live up to every day.

Statoil’s values are: Open, Collaborative, Courageous and Caring.

 

Our activities

Statoil is engaged in exploration, development and production of oil and gas in addition to renewables. We are the leading operator on the Norwegian continental shelf and have substantial international activities. We sell crude oil and is a major supplier of natural gas. Processing, refining, offshore wind and carbon capture and storage is also part of our operations. Our activities are managed through eight business areas, staffs and support divisions and we have operations in both North and South America, Africa, Asia, Europe and Oceania, as well as in Norway.

 

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 Ministry of Petroleum and Energy. US investors hold 11%, Norwegian private owners hold 8%, other European investors hold 8%, UK investors hold 3% and others hold 2%.

 

Statoil announces dividends on a quarterly basis. It is Statoil's ambition to grow the annual cash dividend, measured in USD per share, in line with long-term underlying earnings.

 

 

 

6     Statoil, Annual Report on Form 20-F 2017     


 

 

 

 

 

Statoil, Annual Report on Form 20-F 2017      7


 

Key figures

 

(in USD million, unless stated otherwise)

  For the year ended 31 December

2017

2016

2015

2014

2013

 

 

 

 

 

 

 

Financial information

 

 

 

 

 

Total revenues and other income 1)

61,187

45,873

59,642

99,264

108,318

Operating expenses

(8,763)

(9,025)

(10,512)

(11,657)

(12,669)

Net operating income/(loss)

13,771

80

1,366

17,878

26,572

Net income/(loss)

4,598

(2,902)

(5,169)

3,887

6,713

Non-current finance debt

24,183

27,999

29,965

27,593

27,197

Net interest-bearing debt before adjustments

15,437

18,372

13,852

12,004

9,542

Total assets

111,100

104,530

109,742

132,702

145,572

Total equity

39,885

35,099

40,307

51,282

58,513

Net debt to capital employed ratio before adjustments 2)

27.9%

34.4%

25.6%

19.0%

14.0%

Net debt to capital employed ratio adjusted 2)

29.0%

35.6%

26.8%

20.0%

15.2%

ROACE 3)

8.2%

(0.4%)

4.1%

8.7%

11.8%

 

 

 

 

 

 

 

Operational data

 

 

 

 

 

Equity oil and gas production (mboe/day)

2,080

1,978

1,971

1,927

1,940

Proved oil and gas reserves (mmboe)

5,367

5,013

5,060

5,359

5,600

Reserve replacement ratio (annual)

1.50

0.93

0.55

0.62

1.28

Reserve replacement ratio (three-year average)

1.00

0.70

0.81

0.97

1.15

Production cost equity volumes (USD/boe)

4.8

5.0

5.9

7.6

7.5

Average Brent oil price (USD/bbl)

54.2

43.7

52.4

98.9

108.7

 

 

 

 

 

 

 

Share information 4)

 

 

 

 

 

Diluted earnings per share (in USD)

1.40

(0.91)

(1.63)

1.21

2.14

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

175.20

158.40

123.70

131.20

147.00

Share price at New York Stock Exchange (USA) on 31 December (in USD)

21.42

18.24

13.96

17.61

24.13

Dividend paid per share (in USD) 5)

0.88

0.88

1.07

0.97

1.15

Weighted average number of ordinary shares outstanding (in millions)

3,268

3,195

3,179

3,180

3,181

 

 

 

 

 

 

 

1)

Total revenues and other income for 2013 are restated.

2)

See section 5.2 Use and reconciliation of non-gaap financial measures for net debt to capital employed ratio.

3)

Calculated ROACE based on Adjusted earnings after tax and capital employed. See section 5.2 Use and reconciliation of non-gaap financial measures.

4)

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

5)

Dividends for the third and fourth quarter 2016 and the first and second quarter 2017 were paid in 2017. 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.

 

8     Statoil, Annual Report on Form 20-F 2017     


 

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, for Statoil ASA for the year ended 31 December 2017. 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). The Annual report and Form 20-F are filed with the Norwegian Register of company accounts.

 

The Statoil Annual report and Form 20-F may be downloaded from Statoil’s website at [Statoil.com/annualreport2017]. 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 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

 

 

Statoil, Annual Report on Form 20-F 2017      9


2.1 Strategy and market overview

 

Statoil’s business environment

Market overview

In 2017 the world economy delivered the highest growth rate of the past six years. The world’s major economies are growing close to historical trends or above, and the emerging economies are recovering from their economic deceleration in 2016. The US economy is on a strong footing, with GDP growth estimated at 2.2% in 2017. Consumer spending, supported by higher employment, is the main driver of US growth. The Eurozone also showed robust growth estimated at 2.5%, thanks to private consumption and low inflation. In the UK, growth decelerated, with expected GDP growth at 1.8% due to uncertainty around the Brexit process. Chinese GDP growth has been reported at 6.9% in 2017, based on strong government policy stimulus, delivering an improvement in the growth rate for the first time since 2010. The Japanese economy performed relatively well, with an estimated growth rate of 1.8%, driven by a tight labour market, corporate earnings and a conducive external environment. As a notable exception, India at 6.5% growth, delivered below expectations as the economy had to adapt to the Goods and Services Tax and still felt the effects of demonetisation. Reduced inflationary pressure and appreciating currencies in Russia and Brazil have allowed central banks to cut interest rates, contributing to the countries’ economic recovery.

 

Looking forward, a robust demand picture and solid economic fundamentals should allow the expansion to continue. Among the risks that might affect such growth are geopolitical events and a too-fast monetary policy tightening from the central banks in key economies.

 

Global oil demand grew by 1.5 mmbbl per day in 2017 and global supply grew by 0.4 mmbbl per day. Decreasing oil prices in the first half of the year triggered both Opec and non-Opec countries to collectively honour their commitments to cut production. This resulted in stock draws and facilitated a gradual rebalancing of the market.

 

Overall, quarterly average European gas prices are up year-on-year throughout 2017. The first half of 2017 saw a downward trend in gas prices. However, in the second half of 2017, markets strengthened with demand growth in Asia leaving less LNG availability to serve a tight European market.

 

Oil prices and refining margins

A decreasing oil price in the first half of 2017 was followed by a strong second half with prices moving in an upward trajectory, closing the year at USD 66.5 per barrel. Refinery margins had a solid year fueled by strong demand in most products.

 

Oil prices
As in the previous two years, high volatility characterised the oil market. The average price for dated Brent crude in 2017 was USD 54.2 per barrel, up USD 10.5 per barrel from 2016. A relatively flat oil price fluctuating around USD 55 per barrel in the first couple of months was followed by a period of high volatility. Lingering worries about oversupply combined with surging output in Libya and Nigeria created a bearish sentiment with dated Brent bottoming out at USD 45 per barrel in late June. However, higher-than-expected demand and moderating global supply during the second half of 2017 put upward pressure on the commodity price. By the end of the third quarter, the price had reached almost USD 57 per barrel. Renewed buying interest in China and falling global stock piles facilitated continued rebalancing of the market throughout the fourth quarter. The upward pressure on the dated Brent oil price was strengthened even further by rising global geopolitical uncertainty, pushing prices to a two-year high of USD 62 per barrel in the first half of November. The Opec meeting in late November concluded with an agreement to extend oil supply cuts throughout 2018, with an option to review the deal in June. This gave support to the oil price through the last month of the year. Dated Brent was USD 66.5 per barrel on 31 December 2017. The futures market for Brent at the International Exchange Rate (ICE) was in contango until September before it shifted to backwardation and remained so for the rest of the year.

 

Over the course of 2017, global geopolitical unrest has been on the rise and received more attention as the market has become tighter.

 

US shale oil production has increased throughout 2017 due to continued productivity gains and cost reductions. The US is now delivering about 5 mmbbl per day of shale oil, with the Permian and Eagle Ford shale oil basins accounting for about two-thirds of the volumes. US crude oil exporters started to move cargoes toward high-growth markets in Asia as they capitalised on the favorable price differential. Development of Gulf Coast export capacity and crude price differentials are key determinants for future export levels.

 

Refining margins
Refining margins in Europe were strong in 2017. The moderate stock build in the first quarter of the year was followed by large draws in the next quarter due to strong demand. On the light end side, gasoline margins saw a moderate increase through the first half of the

 

10     Statoil, Annual Report on Form 20-F 2017     


 

year. High demand and strong prices for LPG, driven by changes in China’s energy mix, made the petrochemical industry take more naphtha, leaving less of the feedstock for making gasoline, eventually pushing prices. Stock draws in the US and strong demand in Europe supported diesel margins. The major impact of hurricane Harvey caused refining margins to peak by the end of the third quarter. A stronger physical crude oil market towards the end of the year put downward pressure on margins.

 

Natural gas prices

The upward trend in gas prices seen in the second half of 2016 continued into the first quarter of 2017, before taking a dip in second quarter 2017. The fourth quarter of 2017 experienced a robust price recovery.

 

Gas prices – Europe

NBP prices hit a decade low of USD 3 per mmBtu in August 2016, and increased towards an average of USD 5.7 per mmBtu in fourth quarter 2016. The climb continued into January 2017, averaging USD 6.6 per mmBtu, before falling throughout first and second quarter 2017 to USD 4.5 per mmBtu in June. Pipeline supply from the Norwegian Continental Shelf and Russia were at record highs of 117 bcm and 194 bcm respectively in 2017. However, the North-West Europe gas market has since late September 2017 been driven by a bullish combination of continued French nuclear outages, rallying coal prices, low hydro levels in Southern Europe and lower LNG availability in the Atlantic basin. The market tightened further due to the Rough storage shut-in and the new Groningen output ceiling, closing 2017 at USD 7.8 per mmBtu and resulting in an annual average of USD 5.8 per mmBtu.   

 

Gas prices – North America

The Henry Hub price remained stable throughout 2017, averaging USD 3 per mmBtu for the year. Prices peaked early in the year at USD 3.3 per mmBtu on seasonal uplift, before warmer weather weakened the market. Storage inventories have been consistently lower than levels last year, a main driver as to why prices are up year-on-year. The lack of a significant mid-year cooling related to demand peak left summer prices lower than normal and lower than the spring prices. In fourth quarter 2017, robust production growth has limited upside price risks and put a premium on winter heating loads as the market weighs new pipeline takeaway capacity slowly coming online in the Northeast.  

 

Global LNG prices

LNG prices in Asia ended 2016 at USD 9 per mmBtu. From here, monthly prices fell throughout first quarter 2017 and stabilised at USD 5.5 per mmBtu in second quarter 2017. The second half of the year experienced robust price recovery to an average of USD 9.4 per mmBtu in fourth quarter 2017, resulting in an annual average of USD 7.1 per mmBtu. Despite new LNG supply from Australia and the US, a marked pick-up in consumption across Asia has affected the market. Increased coal-to-gas switching to curb air pollution was seen in China. In South Korea and Taiwan gas stepped in for reduced nuclear capacity.

 

Statoil’s corporate 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 (NCS) position, its international oil and gas business and its growing new energy business, focusing on safety, value and carbon efficiency. Statoil is a values-based company where empowered people collaborate to shape the future of energy. 

 

Statoil's top priority in 2017 continued to be to conduct safe, secure and reliable operations with zero harm to people and the environment.

 

In 2017 Statoil launched its sharpened strategy. Geopolitical shifts, challenges in liquids resource replenishments, market cyclicality, structural changes to costs and increasing momentum towards low carbon implies uncertainty and volatility. To be prepared, Statoil is focusing on building 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, “always safe, high value, low carbon”, Statoil will continue to build opportunities to optimise its portfolio around the following portfolio areas:

 

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

·           International oil & gas – Deepen core areas and develop growth options

·           New energy solutions – Create a material new industrial position

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

The following strategic principles guide Statoil in actively shaping its future portfolio:

 

·           Cash generation capacity at all times – Generating positive cash flows from operations, even at low oil and gas prices, in order to sustain dividend and investment capacity through the economic cycles

·           Capex flexibility – Having sufficient flexibility in organic capital expenditure to be able to respond to market downturns and avoid value destructive measures

·           Capture value from cycles – Ensuring the ability and capacity to act counter-cyclically to capture value through the cycles

Statoil, Annual Report on Form 20-F 2017      11


 

·           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

In order to deliver on the strategy, Statoil has identified four key strategic enablers that will continue to support the business’s needs:

 

·           Safe and secure operations

·           Technology, digitalisation and innovation

·           Empowered people

·           Stakeholder engagement

Statoil has a target to implement CO2 emission reduction measures equivalent to 3 million tonnes annually from its emissions between 2017 and 2030 and continues to make progress towards this goal. A significant portfolio of projects and initiatives has been established through 2017 with variable maturity to accomplish the 2030 commitments. Further communication on this can be found in Statoil’s 2017 Sustainability Report.

 

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

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 efficiency, reliability, carbon emissions and lifespan of fields already in production. The NCS represents approximately two thirds of Statoil’s equity production at 1,334 mboe per day in 2017.

 

Exploration: Statoil continues to be a committed NCS explorer across mature, growth and frontier areas. In 2017, Statoil participated in 17 exploration wells on the NCS, resulting in 10 commercial discoveries. Statoil was awarded 31 licences in mature areas in Norway’s Awards for Predefined Areas (APA) 2017 round (result announced January 2018), 17 as operator and 14 as a non-operating partner

Development: Statoil has submitted five plans for development and operation in 2017: Njord, Bauge and Trestakk in the Norwegian Sea, Johan Castberg in the Barents Sea and Snorre Expansion Project in the North Sea. Johan Sverdrup Phase 1 is proceeding as scheduled and the pre-sanction for Johan Sverdrup Phase 2 was approved by the partners in the first quarter of 2017. The Aasta Hansteen project continued as planned and the Oseberg H Unmanned Wellhead Platform was installed in 2017.

Production: Gina Krog came on-stream in 2017. Statoil opened the Valemon onshore control room, enabling remote control.

Statoil will take over operatorship and equity in the Martin Linge field and Garantiana discovery. Two Cat J rigs, Askeladden and Askepott, were delivered to Statoil ready for digitalised operations at Gullfaks and Oseberg.

 

International oil and gas – Deepen core areas and develop growth options

International oil and gas production represented approximately one third of Statoil’s equity production at 745 mboe per day in 2017. Statoil will continue to explore, develop, and produce oil and gas opportunities outside Norway as part of deepening its international core areas, the US onshore operations and Brazil, and developing future growth options.

 

Exploration: Statoil continues to explore internationally for oil and gas. Statoil participated in 11 exploration wells internationally, four of which were discoveries. Statoil added exploration acreage in Brazil, South Africa, UK, Suriname and the US Gulf of Mexico and entered one new country, Argentina.

Development: Statoil continued to strengthen its strategic partnership with Petrobras in Brazil, continuing construction on Peregrino Phase II and improving the project economics. Offshore UK, Mariner A has been installed and is currently in the hook-up and commissioning phase.

Production: Alongside operator BP and other partners, Statoil has signed the agreement for a licence  extension by 25 years until 2049 for Azeri-Chirag Guneshli (ACG) with the Azerbaijan government and SOCAR. Statoil and BP, with Sonatrach, also extended the In Amenas Production Sharing Contract (PSC) by five years, from 2022 to 2027.

Statoil completed its divestment from the Canadian oil sands.

 

In Brazil, a 25% share in the producing Roncador field was acquired. Statoil also strengthened its position in the BM-S-8 licence , which includes the Carcara discovery, by acquiring QGEP’s interest and successfully bidding on the open acreage to the North, before farming down to ExxonMobil and Petrogal.

 

In the United States, Statoil continued to focus on increasing and sustaining the profitability of existing assets in the portfolio, which led to continued progress towards the targets of lowering its US portfolio net operating income break-even to below USD 50 per barrel and increasing production by 50% from 2014 to 2018.

 

 

New energy solutions – Create a material new industrial position

 

12     Statoil, Annual Report on Form 20-F 2017     


 

Statoil’s ambition is to maintain its 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. Statoil continues to explore new business opportunities in offshore wind, solar, carbon capture and storage (CCS) as well as other potential new energy markets. Statoil expects 15-20% of its investments to be directed towards new energy solutions by 2030.

 

Develop opportunities: Progress continues on the Arkona offshore wind farm operated by partner E.On. Statoil continues to evaluate a potential Norwegian carbon and capture storage as well as the feasibility of natural gas-to-hydrogen projects. In the United States, Statoil continues to mature the New York Wind Energy Area lease as “Empire Wind”. 

 

Operate assets: In 2017, Statoil completed and opened the Dudgeon Offshore Wind Park. Hywind Scotland, the world’s first floating wind farm, also started production.

 

Statoil completed a re-organisation of the Dogger Bank consortium Forewind in the UK, splitting ownership of three of the four projects 50/50 with partner SSE and with Innogy (RWE) taking sole ownership of the remaining project. In December Statoil submitted a bid in the non-subsidy Dutch offshore wind tender for Hollanse Kust Zuid I & II. Statoil also initiated its first move into solar by acquiring 50% of the ongoing Apodi solar project in Brazil from Scatec Solar.

 

Midstream and marketing – Secure premium market access and grow value creation through cycles

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 has been on:

 

·           Safe, secure and efficient operations

·           Minimising carbon emissions and intensity

·           Securing flow assurance and premium market access for Statoil’s equity production and the State’s Direct Financial Interest (SDFI) volumes

·           Building and maintaining resilience through asset backed trading, value chain positioning and counter-cyclical actions

·           Focus on regional piped gas value chains and pursue selective trading positions in LNG

In 2017, Statoil chartered the ultra-large crude carrier (ULCC) TI Europe as part of its asset backed trading strategy. Statoil decided to phase out the Mongstad combined heat and power by end 2018 and commissioned the Polarled pipeline. Statoil continued work towards integrating digital solutions into decision making, shipping activities, and energy trading.

 

Strategy enablers

 

Safe and secure operations: Safety and security is Statoil’s top priority. In 2017, Statoil initiated and continued several measures to reinforce safety work in all areas including continuous co-operation with partners and suppliers. The primary efforts launched in 2017 were focused on safety (I am Safety), security (2020 Security Roadmap), and IT security (New Information Technology Strategy) and are described in the chapter "Safeguarding people, the environment and assets: Safety and security.”

 

Technology, digitalisation and innovation: Statoil's technology strategy provides long-term guidance for technology development and implementation. In 2017, Statoil launched its digital roadmap and established its Digital Centre of Excellence and Digital Academy. Statoil, in partnership with Techstars, established an energy-focused accelerator in Oslo.

 

Empowered people: Statoil promotes a culture of collaboration, innovation and safety, guided by its values. Statoil has continued to develop its employees and attract talents to deliver on the future-fit portfolio ambition.

 

Stakeholder engagement: Statoil engages with stakeholders to secure industrial legitimacy, its social contract, trust and strategic support from stakeholders. This engagement extends to internal and external collaboration, partnerships, and other co-operation with suppliers, partners, governments, NGOs and communities in which Statoil operates.

 

Group outlook

Statoil’s plans address the current business 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.

 

Statoil, Annual Report on Form 20-F 2017      13


 

·           Organic capital expenditures [4] for 2018 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 2018, excluding signature bonuses

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

·           For the period 2017 – 2020, production growth is expected to be around 3-4% CAGR (Compound Annual Growth Rate)

·           Production for 2018 is estimated to be 1-2% above the 2017 level

·           Scheduled maintenance activity is estimated to reduce equity production by around 30 mboe per day for the full year of 2018

 

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. Deferral of production to create future value, gas off-take, timing of new capacity coming on stream, operational regularity, activity level, development in the prices of goods, raw materials and services that are used in the development and operation of oil and gas producing assets, contractor performance, as well as uncertainty around the closing of the announced transactions represent the most significant risks related to the foregoing guidance. For further information, see section 5.7 Forward-Looking Statements.

 

  

 


[4] See section 5.2 for non-GAAP measures


 

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, especially on offshore wind, but also on solar and carbon capture and storage.

 

The board of directors of Statoil have proposed to change the name of the company to Equinor. The new name supports the company’s strategy and development as a broad energy company.  The suggested name change will be proposed to the shareholders in a resolution to the annual general meeting on 15 May 2018.

 

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 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 20,245 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, refining, offshore wind and carbon capture and storage is also part of our operations.

 

Statoil’s registered office is at Forusbeen 50, 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, the ability to seize opportunities in new areas and utilise new opportunities for digitalisation.

 

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.

 

Continuous improvements

Statoil focus on continuously efficiency improvements as a 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

Statoil, Annual Report on Form 20-F 2017      15


 

production effects and capital expenditures and operating costs savings to improve financial results and cash-flows. In 2017, Statoil realised efficiency improvements of USD 1.3 billion on top of the already achieved USD 3.2 billon since 2013.

 

Establishment of Digital Centre of Excellence

In 2017 Statoil accelerated the digitalisation efforts by establishing a Digital Centre of Excellence and launching a digital road map. The goal is to significantly increase our utilisation of data, sophisticated analytics and robotics. In addition, Statoil aims to improve safety, reduce our carbon footprint and increase profitability. Statoil see potential by utilising data across IT applications and organisational boundaries. Combining data and learning across Statoil’s disciplines could provide a better basis for decision-making, new business opportunities, and increased collaboration externally with our partners, suppliers and other lines of business.

 

CORPORATE STRUCTURE

Business areas

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

 

Development & Production Norway (DPN)

DPN manages Statoil’s upstream activities on the 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 & Production International (DPI)

DPI manages Statoil’s worldwide upstream activities excluding the DPN and Development & 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 & Production USA (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 & 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 & Drilling (TPD)

TPD is responsible for the global project portfolio, well delivery, 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. 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 and carbon capture and storage as well as other renewable energy and low-carbon energy solutions.

 

Global Strategy & Business Development (GSB)

GSB develops the corporate strategy and manages 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

With effect as of the third quarter 2017, segment names have been changed for the reporting segments DPN and DPI. New names are Exploration & Production Norway (E&P Norway) and Exploration & Production International (E&P International), respectively. There are no changes to other reporting segments, and business area’s names remain unchanged.

 

16     Statoil, Annual Report on Form 20-F 2017     


 

Statoil reports its business in the following reporting segments:

·           E&P Norway reporting segment – Exploration & Production Norway – the DPN business area

·           E&P International reporting segment – Exploration & Production International , which combines the DPI and the DPUSA business areas

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

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

 

Activities relating to the EXP business area are fully allocated to - and presented in - the relevant exploration and production reporting segment. Activities relating to the TPD and GSB business areas are partly allocated to - and presented in - the relevant exploration 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. 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, US and Americas excluding US.

 

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. For further information, see section 2.8 Operational performance under Production volumes and prices.

 

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 E&P Norway and the E&P International reporting segments, and also in connection with the sale, transportation or refining of our oil and natural gas production in the MMP reporting segment. 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 for applicable laws and regulations.

 

In 2017, the average transfer price for natural gas was USD 4.33 per mmbtu. The average transfer price was USD 3.42 per mmbtu in 2016 and USD 5.17 in 2015. 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 2017. For additional information, see note 3 Segments to the Consolidated financial statements.

 

Segment performance

  For the year ended 31 December

(in USD million)

2017

2016

2015

 

 

 

 

 

Exploration & Production Norway

 

 

 

Total revenues and other income

17,692

13,077

17,339

Net operating income/(loss)

10,485

4,451

7,161

Non-current segment assets 1)

30,278

27,816

27,706

 

 

 

 

 

Exploration & Production International

 

 

 

Total revenues and other income

9,256

6,657

8,200

Net operating income/(loss)

1,341

(4,352)

(8,729)

Non-current segment assets 1)

36,453

36,181

37,475

 

 

 

 

 

Marketing, Midstream & Processing

 

 

 

Total revenues and other income

59,071

44,979

58,106

Net operating income/(loss)

2,243

623

2,931

Non-current segment assets 1)

5,137

4,450

5,588

 

 

 

 

 

Other

 

 

 

Total revenues and other income

87

39

354

Net operating income/(loss)

(239)

(423)

(129)

Non-current segment assets 1)

390

352

690

 

 

 

 

 

Eliminations 2)

 

 

 

Total revenues and other income

(24,919)

(18,880)

(24,357)

Net operating income/(loss)

(59)

(219)

133

Non-current segment assets 1)

-

-

-

 

 

 

 

 

Statoil group

 

 

 

Total revenues and other income

61,187

45,873

59,642

Net operating income/(loss)

13,771

80

1,366

Non-current segment assets 1)

72,258

68,799

71,458

 

 

 

 

 

1)

Deferred tax assets, pension assets 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 2017      17


 

18     Statoil, Annual Report on Form 20-F 2017     


 

The following tables show total revenues by country.

 

2017 Total revenues and other income by country

Crude oil

Natural gas

Natural gal liquids

Refined

products

Other

Total sales

(in USD million)

 

 

 

 

 

 

 

Norway

23,087

9,741

4,948

6,463

1,026

45,264

USA

5,726

1,237

668

1,497

1,237

10,365

Sweden

0

0

0

1,268

10

1,277

Denmark

0

0

0

2,195

12

2,208

Other

706

442

31

0

705

1,884

 

 

 

 

 

 

 

Total revenues (excluding net income (loss)

from equity accounted investments and other income

29,519

11,420

5,647

11,423

2,991

60,999



 

2016 Total revenues and other income by country

Crude oil

Natural gas

Natural gas liquids

Refined

products

Other

Total sales

(in USD million)

 

 

 

 

 

 

 

Norway

20,544

7,973

3,580

4,135

(497)

35,735

US

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

(26)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

·           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

 

Statoil, Annual Report on Form 20-F 2017      19


 

Research and development expenditures were USD 307 million in 2017, USD 298 million in 2016 and USD 344 million in 2015,


20     Statoil, Annual Report on Form 20-F 2017     


 

2.3 E&P Norway
– exploration & production NORWAY

 


OVERVIEW

The Exploration & Production Norway (E&P Norway) reporting segment is responsible for exploration, field development and operations on the NCS which includes the North Sea, the Norwegian Sea and the Barents Sea. E&P Norway 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 Operational performance.

 

For 2017, E&P Norway reports NCS production from 38 Statoil operated fields, 10 partner operated fields, and equity accounted production from Lundin Petroleum AB.

 

 

Statoil, Annual Report on Form 20-F 2017      21


 

 

 

Key events and portfolio developments in 2017:

·           In March, the decision was made to proceed with the Johan Sverdrup phase 2 development, awarding FEED contracts. Investment decision and submission of Plan for Development and Operation is expected in the second half of 2018

·           On 26 March, the Flyndre field came on stream with Maersk Oil UK Ltd as operator

·           On 27 March, Statoil submitted the revised Plan for Development and Operation for the Njord field, and Plan for Development and Operation for the Bauge field. Both submitted plans were subsequently approved on 20 June 2017

·           On 15 April, the Norwegian authorities approved the Plan for Development and Operation of the Trestakk discovery on the Halten Bank in the Norwegian Sea

·           On 30 June, the Gina Krog field went on stream

·           On 1 July, Statoil assumed operatorship of the Sigyn field in the North Sea

·           In July, Statoil and partners decided to develop the Snefrid Nord gas discovery. The field will be tied back to Aasta Hansteen

·           On 28 July, the Byrding field came on stream

·           In September, Statoil achieved NCS climate target two years ahead of schedule

·           In October, Barents drilling campaign concludes with the Kayak find of commercial size

·           In November, opening of the Valemon control room, the first platform in Statoil’s portfolio remotely-controlled from land

·           On 27 November, Statoil announced the decision to buy Total’s equity stakes and to assume the operatorships of the Martin Linge field and the Garantiana discovery. The transactions are expected to be finalised in late March 2018

·           On 5 December, Statoil submitted the Plan for Development and Operation for the Johan Castberg field in the Barents Sea

·           In December, Cat J rigs Askeladden and Askepott preparing arrival at the Gullfaks and Oseberg fields. Drilling is expected to start in early 2018

·           On 21 December, Statoil submitted the Plan for Development and Operation of the Snorre Expansion project, increasing the recovery from the Snorre field by close to 200 million barrels

  

 

Fields in production on the NCS

The table below shows E&P Norway's average daily entitlement production for the years ending 31 December 2017, 2016 and 2015. Production in 2017 increased due to higher flex gas off-take, contributions from new fields and fewer turnarounds.

 

Average daily entitlement production

  For the year ended 31 December

 

2017

 

2016

 

2015

 

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

 505  

 100  

 1,136  

 

 511  

 86  

 1,049  

 

 545  

 88  

 1,100  

Partner operated fields

 70  

 17  

 179  

 

 70  

 17  

 177  

 

 50  

 13  

 132  

Equity accounted production

 19  

 -    

 19  

 

 8  

 -    

 8  

 

 -    

 -    

 -    

 

 

 

 

 

 

 

 

 

 

 

 

Total

 594  

 118  

 1,334  

 

 589  

 103  

 1,235  

 

 595  

 101  

 1,232  

22     Statoil, Annual Report on Form 20-F 2017     


 

The following tables show the NCS entitlement production by fields in which Statoil was participating during the year ended 31 December 2017.

 

Average daily entitlement production

Geographical area

Statoil's equity interest in %

 

On stream 

Licence expiry date

 

Average production in 2017 mboe/day

 

 

Field

 

 

 

 

 

 

 

 

 

Statoil operated fields

 

 

 

  

  

 

  

Troll Phase 1 (Gas)

The North Sea

30.58

 

1996

2030

 

200

Oseberg

The North Sea

49.30

 

1988

2031

 

101

Gullfaks 

The North Sea

51.00

 

1986

2036

 

96

Åsgard 

The Norwegian Sea

34.57

 

1999

2027

 

93

Visund 

The North Sea

53.20

 

1999

2034

 

67

Kvitebjørn

The North Sea

39.55

 

2004

2031

 

54

Tyrihans

The Norwegian Sea

58.84

 

2009

2029

 

54

Grane

The North Sea

36.61

 

2003

2030

 

47

Snøhvit

The Barents Sea

36.79

 

2007

2035

 

44

Troll Phase 2 (Oil)

The North Sea

30.58

 

1995

2030

 

39

Sleipner Vest

The North Sea

58.35

 

1996

2028

 

39

Statfjord Unit

The North Sea

44.34

 

1979

2026

 

38

Gudrun

The North Sea

36.00

 

2014

2028

 

35

Snorre 

The North Sea

33.28

 

1992

2018

1)

28

Valemon

The North Sea

53.78

 

2015

2031

 

26

Mikkel 

The Norwegian Sea

43.97

 

2003

2024

 

21

Fram 

The North Sea

45.00

 

2003

2024

 

20

Kristin

The Norwegian Sea

55.30

 

2005

2033

2)

19

Alve

The Norwegian Sea

85.00

 

2009

2029

 

17

Gina Krog

The North Sea

58.70

 

2017

2032

 

15

Urd

The Norwegian Sea

63.95

 

2005

2026

 

12

Heidrun 

The Norwegian Sea

13.04

 

1995

2024

3)

11

Vigdis area 

The North Sea

41.50

 

1997

2024

 

10

Sleipner Øst

The North Sea

59.60

 

1993

2028

 

9

Tordis area 

The North Sea

41.50

 

1994

2024

 

9

Morvin

The Norwegian Sea

64.00

 

2010

2027

 

8

Sigyn

The North Sea

60.00

 

2002

2022

4)

6

Norne

The Norwegian Sea

39.10

 

1997

2026

 

5

Gungne 

The North Sea

62.00

 

1996

2028

 

4

Statfjord Nord

The North Sea

21.88

 

1995

2026

 

2

Heimdal

The North Sea

29.44

 

1985

2021

 

2

Veslefrikk 

The North Sea

18.00

 

1989

2020

5)

2

Byrding

The North Sea

70.00

 

2017

2024

 

2

Statfjord Øst

The North Sea

31.69

 

1994

2026

6)

1

Sygna 

The North Sea

30.71

 

2000

2026

7)

1

Fram H Nord

The North Sea

49.20

 

2014

2024

8)

0

Gimle 

The North Sea

65.13

 

2006

2034

9)

0

Sindre

The North Sea

52.34

 

2017

2023

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Statoil operated fields

 

 

 

 

1,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2017      23


 

Average daily entitlement production

Geographical area

Statoil's equity interest in %

Operator 

On stream 

Licence expiry date

 

Average production in 2017 mboe/day

 

 

Field

 

 

 

 

 

 

 

 

 

Partner operated fields

 

 

 

 

 

 

 

Ormen Lange

The Norwegian Sea

25.35

A/S Norske Shell

2007

2041

10)

74

Skarv

The Norwegian Sea

36.16

Aker BP ASA

2013

2033

11)

39

Ivar Aasen

The North Sea

41.47

Aker BP ASA

2016

2029

12)

21

Goliat

The Barents Sea

35.00

Eni Norge AS

2016

2042

 

15

Ekofisk area 

The North Sea

7.60

ConocoPhillips Skandinavia AS

1971

2028

 

14

Marulk

The Norwegian Sea

50.00

Eni Norge AS

2012

2025

 

10

Vilje

The North Sea

28.85

Aker BP ASA

2008

2021

 

3

Ringhorne Øst

The North Sea

14.82

Point Resources AS

2006

2030

 

1

Enoch

The North Sea

11.78

Repsol Sinopec UK Ltd.

2007

2024

 

0

Flyndre

The North Sea

0.47

Maersk Oil UK Ltd.

2017

2028

 

0

 

 

 

 

 

 

 

 

Total partner operated fields

 

 

 

 

179

 

 

 

 

 

 

 

 

Equity accounted production

 

 

 

 

 

 

 

Lundin Petroleum AB

 

20.10

Lundin Petroleum AB

 

 

 

19

 

 

 

 

 

 

 

 

Total E&P Norway including share of equity accounted production

 

 

1,334

 

1)  PL089 expires in 2024 and PL057 expires in 2018.

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

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

4)  Transfer of operatorship from ExxonMobil to Statoil on 1 July 2017.

5)  PL052 expires in 2020 and PL053 in 2031.

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

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

8)  PL090G expires in 2024 and PL248E expires in 2035.

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

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

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

12)  PL001B, PL457BS and PL242 expire in 2036. PL 338BS expire in 2029.

 

 

 

 

  

Main producing fields on
the NCS


Statoil operated fields

Troll is 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, Fram H Nord and Byrding are tie-ins to Troll C.

 

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 the Oseberg Field Centre for processing and transportation.

Gullfaks was developed with three 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.

 

24     Statoil, Annual Report on Form 20-F 2017     


 

The Åsgard field includes the Åsgard A production and storage ship for oil, the Åsgard B semi-submersible floating production platform for gas and condensate, and the Åsgard C storage vessel for oil and condensate. Åsgard C is also storage for oil produced at Kristin and Tyrihans. In 2015 Statoil started the world first subsea gas compressor train 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 for 2019.

 

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

 

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

 

Partner-operated fields

Ormen Lange operated by A/S Norske Shell, is a deepwater gas field in the Norwegian Sea. The well stream is transported to an onshore processing and export plant at Nyhamna. Gassco AS became operator of Nyhamna JV from 1 October 2017, with Shell as technical service provider.

 

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

 

Ivar Aasen   is operated by Aker BP ASA. It 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.

 

Goliat   is operated by Eni Norge AS. It is the first oil field developed in the Barents Sea. The field consists of subsea wells tied back to a circular floating production, storage and offloading vessel (FPSO). The oil is offloaded to shuttle tankers.

 

Ekofisk is operated by ConocoPhillips Skandinavia AS. It consists of the Ekofisk, Tor, Eldfisk and Embla fields.  

 

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

 

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.

Statoil was awarded 31 licences (17 as operator) in the Awards for Predefined Areas (APA) round 2017 for mature areas and completed several farm-in transactions with other companies.

Throughout 2017, as part of the industry initiative Barents Sea Exploration Collaboration (BaSEC), Statoil and its partners have drilled 6 wells in the Barents Sea and are planning to continue drilling wells in the area also in 2018.

In 2017 Statoil and its partners completed 17 exploratory wells and made 10 commercial and 3 non-commercial discoveries in Norway. In 2018 Statoil expects to complete 25-30 exploration wells on the NCS, with exploration near existing infrastructure to be the core of the activity plan.

 

 

 

 

  

 

 

Exploratory wells drilled 1)

2017

2016

2015

 

 

 

 

North Sea

 

 

 

Statoil operated

5

9

11

Partner operated

1

2

3

Norwegian Sea

 

 

 

Statoil operated

5

2

5

Partner operated

0

0

1

Barents Sea

 

 

 

Statoil operated

5

0

0

Partner operated

1

1

1

Total (gross)

17

14

21

 

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

 

Statoil, Annual Report on Form 20-F 2017      25


 

 

Fields under development on the NCS

Statoil’s major development projects on the NCS as of 31 December 2017:

 

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 discoveries will be developed using an unmanned wellhead platform. Production is expected to start in mid-2018.

 

Aasta Hansteen   (Statoil 51%, operator) is a deep-water gas discovery in the Norwegian Sea. The field development includes three subsea templates tied in to a floating processing unit with gas export through a new pipeline, Polarled, to Nyhamna and further export through the Langeled pipeline. The Aasta Hansteen processing unit can also serve as a hub for other potential discoveries in the area. On 11 November 2017, the drilling of the first well of the Aasta Hansteen field development commenced. The topside and substructure were integrated in December 2017 in Norway. Production is expected to start in second half of 2018.

 

Johan Sverdrup (Statoil 40.03%, operator, with additional 4.54% indirect interest held through Lundin)   is an oil discovery in the North Sea. 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 designated pipeline, and gas will be exported to the gas processing facility at Kårstø through a 156 km pipeline via a subsea connection to the Statpipe pipeline. As at the end of 2017, eight production wells and nine water injection wells have been drilled. Production is expected to start late fourth quarter 2019.

 

Utgard (Statoil 38.44% interest in the Norwegian and 38% in the UK sector, operator) is a gas and condensate discovery in the North Sea. The development includes 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.  In January 2017, the Plan for Development and Operation and the field development plan were approved by the Norwegian and UK authorities. Production is expected to start in fourth quarter 2019.

 

Trestakk (Statoil 59.1%, operator) is an oil discovery with associated gas on Haltenbanken. It will be developed as a subsea tie-back to Åsgard A, comprising one subsea template and one satellite with three producers and two injectors. In March 2017, the Plan for Development and Operation was approved by the Norwegian authorities. Production is expected to start in 2019.

 

Martin Linge (Statoil 19%, and upon consummation of the acquisition from Total, 70%) 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. In late November 2017, Statoil and Total announced that Statoil will purchase Total’s interest (51%) and assume the operatorship of Martin Linge, with an effective date, upon consummation, of January 1, 2018. The transaction is subject to certain conditions and is expected to close in late March 2018. The development includes a fixed steel jacket platform with processing and export facilities, with electric power to be supplied from Kollsnes. Total, the current operator, expects production to start in 2019.

 

Njord future (Statoil 20%, operator) is a development to enable safe, reliable and efficient exploitation of the Njord and Hyme oil discoveries through to 2040. The development comprises an upgrade of the Njord A platform, an optimal oil export solution and drilling of 10 new wells. The Plan for Development and Operation was approved on 20 June 2017. Production is expected to start in late 2020.

 

Snorre expansion (Statoil 33.28%, operator) is a development to produce the remaining commercial oil reserves on the Snorre field. T he Plan for Development and Operation of the field was submitted to the Norwegian authorities on 21 December 2017 . The concept consists of six subsea templates, with four well slots each. Each slot will have the possibility for either production or injection. 24 wells will be drilled, 12 production wells and 12 injection wells. Production is expected to start in 2021.

 

Johan Castberg (Statoil 50%, operator) is the development of the three oil discoveries Skrugard, Havis and Drivis, located some 140 kilometres northwest of Hammerfest. The development includes a production vessel and a subsea development with 30 wells, ten subsea templates and two satellite structures. The Plan for Development and Operation of the field was submitted to the Norwegian authorities on 5 December 2017. Production is expected to start in 2022.





26     Statoil, Annual Report on Form 20-F 2017     


 

 

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 was finalised in 2017, and removal of platform is planned for 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 facilities is expected to be completed in 2018.

 

During 2017, there were permanent plugging and abandonment operations at Statfjord, Heidrun, Veslefrikk, Troll, Åsgard, Njord, Visund, Skuld and Tune. The partner-operated fields Ekofisk and Ormen Lange also had ongoing plugging and abandonment activities.

 

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

 

Statoil, Annual Report on Form 20-F 2017      27


 

2.4 E&P International – exploration & PRODUCTION INTERNATIONAL

 

E&P International overview

Statoil is present in several of the most important oil and gas provinces in the world. Exploration & Production International (E&P International) reporting segment covers development and production of oil and gas outside the Norwegian continental shelf (NCS).

 

E&P International is present in nearly 30 countries and had production in 12 countries in 2017 . E&P International produced 36% of Statoil's total equity production of oil and gas in 2017 . For information about proved reserves development see section 2.8 Operational performance under Proved oil and gas reserves.

 

The map shows the countries where E&P International has activity.


Key events and portfolio developments in 2017 and early 2018:


28   Statoil, Annual Report on Form 20-F 2017    


 

·          In January 2017, the plan for development and operation for the Utgard field was approved by the Norwegian and UK authorities. The Utgard field spans the UK-Norway maritime border. For more information, see Fields under development on the NCS in section 2.3 E&P Norway

·          In February, the In Amenas Gas Compression project in Algeria came into operation

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

·           In March, Statoil was awarded 13 leases in US Gulf of Mexico

·          In March, Statoil was awarded six new licences, five as operator, in the 29th Offshore Licensing Round in UK

·           In April, Statoil acquired an additional 14% working interest in existing Statoil-operated unconventional onshore assets in the Appalachian  region from Northwood Energy Corporation.

·           In April, the Vito (Statoil 37%, Shell operator) offshore discovery received approval for its concept development and selection

·          In May, the Stampede (Statoil 25%, Hess operator) asset’s offshore platform was successfully installed; and subsea work was completed and all three wells were ready at year end 2017. Production commenced with first oil in January 2018.

·          In June, Statoil signed a swap agreement with BP regarding exploration permits in the Great Australian Bight and became operator and 100% equity interest holder in exploration permits EPP39 and EPP40 while Statoils equity interest in EPP37 and EPP38 were transferred to BP

·          In July, Statoil and Queiroz Galvão Exploração e Produção (QGEP) signed an agreement for Statoil to acquire QGEP’s 10% interest in the Statoil operated BM-S-8 licence in Brazil, thereby increasing Statoil’s interest in the licence to 76%. The transaction was completed in December.   For more information about the transaction see note 4 Acquisitions and divestments to the Consolidated financial statements  

·          In September, Statoil completed transactions in South Africa for exploration rights, one with ExxonMobil Exploration and Production South Africa acquiring an interest in Transkei Algoa and one with OK Energy Ltd. to acquire interest and operatorship in East Algoa. 

·          In October, Statoil, as part of a consortium with ExxonMobil and Galp, presented the winning bid for the   Carcará North block in the Santos basin in Brazil. The award closed in December 2017. Statoil is the operator and has 40% interest. 
In addition, Statoil, ExxonMobil and Galp have agreed on subsequent transactions in the adjacent
BM-S-8 block to align equity interests across the two blocks that together comprise the Carcará oil discovery. Upon consummation and subject to government approval, Statoil will have a 36.5% interest in BM-S-8 and a 40% interest in Carcará North and will be the operator of the unitised Carcará field development .   For more information about the transactions see note 4 Acquisitions and divestments to the Consolidated financial statements

·          Statoil and the international partners in the ACG licence (Azeri-Chirag-Gunashli fields) in Azerbaijan have secured an extension of oil production of 25 years from 2024 under an extended and amended PSA, which was ratified by the Azeri Parliament on 31 October. As part of the agreement, Statoil's interest in the field has been adjusted from 8.56% to 7.27%, effective from 1 January 2017

·          On 27 November, the Hebron oil field (Statoil 9%, ExxonMobil operator) offshore Canada started production

·          In December, Statoil and Petrobras signed an agreement that Statoil will acquire a 25% interest in Roncador , a producing oil field in the Campos Basin in Brazil. Petrobras retains operatorship and a 75% interest. The field produced around 280 mboe per day in 2017. The effective date for the Roncador transaction is 1 January 2018. Closing is subject to government approval. For more information about the transactions see note 4 Acquisitions and divestments to the Consolidated financial statements

·          In December, Statoil and the other partners BP and Sonatrach in the In Amenas licence in Algeria secured a licence extension of 5 years from 2022 through an amended and restated Production Sharing Agreement (PSA). Closing is subject to government approval  

 

INTERNATIONAL PRODUCTION

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.
Equity production represent volumes that correspond to Statoil’s percentage ownership in a particular field and is larger than Statoil’s entitlement production if the field is governed by a PSA.

 

Statoil's equity production outside Norway was 36% of Statoil's total equity production of oil and gas in 2017. Statoil's entitlement production outside Norway was about 31% of Statoil's total entitlement production in 2017.

 

The following table shows E&P International's average daily entitlement production of liquids and natural gas for the years ending 31 December 2017, 2016 and 2015 .  

 

Statoil, Annual Report on Form 20-F 2017      29


 

Average daily entitlement production

For the year ended 31 December

 

2017

 

2016

 

2015

 

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

 186  

 19  

 304  

 

 189  

 18  

 299  

 

 177  

 17  

 283  

Africa

 197  

 6  

 233  

 

 203  

 5  

 232  

 

 211  

 5  

 241  

Eurasia

 26  

 3  

 46  

 

 32  

 3  

 50  

 

 36  

 1  

 44  

Equity accounted production

 5  

 -    

 5  

 

 10  

 -    

 10  

 

 12  

 -    

 12  

Total

 415  

 27  

 588  

 

 435  

 25  

 592  

 

 436  

 23  

 580  

30     Statoil, Annual Report on Form 20-F 2017     


 

The table below provides information about the fields that contributed to production in 2017. Equity production per field is included in this table.

 

Field

Country

Statoil's equity interest in %

Operator 

On stream 

 

Licence expiry date

Average daily equity production in 2017 mboe/day

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

 

 

 

 

349.5

Appalachian 1) 2)

US

Varies

Statoil/others

2008

 

HBP 3)

128.4

Bakken 1)

US

Varies

Statoil/others

2011

 

HBP 3)

57.0

Peregrino

Brazil

60.00

Statoil

2011

 

2034

39.9

Eagle Ford 1)

US

Varies

Statoil/others

2010

 

HBP 3)

34.3

Tahiti

US

25.00

Chevron

2009

 

HBP 3)

24.9

St. Malo

US

21.50

Chevron

2014

 

HBP 3)

18.1

Caesar Tonga

US

23.55

Anadarko

2012

 

HBP 3)

11.0

Hibernia/Hibernia Southern Extension 4)

Canada

Varies

HMDC

1997

 

HBP 3)

10.4

Jack

US

25.00

Chevron

2014

 

HBP 3)

8.3

Julia

US

50.00

ExxonMobil

2016

 

HBP 3)

6.4

Terra Nova

Canada

15.00

Suncor

2002

 

HBP 3)

4.6

Heidelberg

US

12.00

Anadarko

2016

 

HBP 3)

4.5

Leismer

Canada

100.00

Statoil

2010

 

HBP 3)

1.8

Hebron

Canada

9.01

ExxonMobil

2017

 

HBP 3)

0.2

 

 

 

 

 

 

 

 

 

Africa

 

 

 

  

 

  

310.0

Block 17

Angola

23.33

Total

2001

 

2022-34 5)

139.6

Agbami

Nigeria

20.21

Chevron

2008

 

2024

47.6

In Salah

Algeria

31.85

Sonatrach/BP/Statoil

2004

 

2027

39.1

Block 15

Angola

13.33

ExxonMobil

2004

 

2026-32 5)

37.4

In Amenas

Algeria

45.90

Sonatrach/BP/Statoil

2006

 

2022

23.6

Block 31

Angola

13.33

BP

2012

 

2031

18.9

Murzuq

Libya

10.00

Akakus Oil Operations

2003

 

2035

3.7

 

 

 

 

 

 

 

 

 

Eurasia

 

 

 

 

 

 

80.8

ACG 6)

Azerbaijan

7.27

BP

1997

 

2049

49.1

Corrib

Ireland

36.50

Shell

2015

 

2031

20.0

Kharyaga

Russia

30.00

Zarubezhneft

1999

 

2031

9.4

Alba

UK

17.00

Chevron

1994

 

HBP 3)

2.3

 

 

 

 

 

 

 

 

 

Total E&P International

 

 

 

740.4

 

 

 

 

 

 

 

 

 

Equity accounted production

 

 

 

 

 

 

 

Petrocedeño 7)

Venezuela

9.67

Petrocedeño

2008

 

2033

4.9

 

 

 

 

 

 

 

 

 

Total E&P International including share of equity accounted production

 

 

745.3

 

 

 

 

 

 

 

 

 

1)

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

2)

Appalachian basin contains Marcellus and Utica formations.

3)

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.

4)

Statoil's equity interests are 5.0% in Hibernia and 9.26% in Hibernia South Extension. Effective 1 May 2017, Statoil’s interest in Hibernia South Extension increased from 9.03% to 9.26% due to an equity reset trigger defined in the joint operating agreement.

5)

Licence expiry varies by field.

6)

As of 1 November 2017, Statoil's share of ACG  equity production has been adjusted from 8.56% to 7.27% due to ratified lincence extension.

7)

As of 30 June 2017, the 9.67% ownership share in the heavy oil project Petrocedeño in Venezuela was reclassified from an equity accounted investment to a non-current financial investment. Statoil has as of this date stopped including production and reserves from Petrocedeño in financial reporting. Petrocedeño project (former Sincor project) was established in 2008. Sincor project started production in 2001.

 

Statoil, Annual Report on Form 20-F 2017      31


Americas

USA

Statoil has had strong growth in production and continues to optimise its portfolio within US shale, through acreage acquisition and divestments, since entering the first play in 2008. DPUSA contributed with 14% of Statoil’s equity production in 2017.

 

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. In 2012, Statoil became an operator in the Marcellus, through the purchase of additional acreage in the states of West Virginia and Ohio. In 2016, Statoil divested its operated assets in West Virginia. During 2017, Statoil has continued to develop its operatorship in the Appalachian basin assets in Ohio. Within the operated acreage in this basin, Statoil is developing two formations: Marcellus and Utica, with special focus on the latter. In addition, on April 2017, Statoil acquired an interest in existing Statoil operated assets in the Appalachian from Northwood Energy Corporation. Statoil's net acreage position in Appalachian at the end of 2017 was around 255,000 net acres.

 

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 formations at the end of 2017 was around 235,000 net acres. Statoil has a total working interest of approximately 70% in Bakken  and is the asset’s operator.

 

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, Statoil increased its working interest and became operator 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. Statoil's net acreage position in Eagle Ford at the end of 2017 was around 70,000 net acres.

 

US gathering system

Statoil’s participates in gathering and facilities for initial processing of oil and gas in the Bakken Eagle Ford and Appalachian Basin assets in the US. This includes crude and natural gas gathering systems, fresh water supply systems, salt water gathering and 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 Appalachian Basin , Statoil has operated assets in Appalachian Basin South in Monroe Country Ohio to gather Marcellus  production, while Utica  production is gathered by Eureka Hunter, a third party.  In the Appalachian Basin 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 Alta Gas .

 

In January 2016, the responsibility for the US gathering system was transferred from MMP to E&P International.

 

Statoil is, also, positioned in the US 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 2017, there were twelve 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 2017, 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. As of 31 December 2017, there were five wells producing on Jack and eight 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 US Gulf of Mexico near Jack and St Malo. First oil was in April 2016 and four wells are currently online. Additional production wells may be drilled based on reservoir performance.

 

The Heidelberg oil field is located in the Green Canyon area and is produced through a floating spar facility. As of 31 December 2017, there were five producing wells in operation.

 

In addition to these fields, on December 2016, Statoil became operator of the Titan offshore platform, at the request of the U.S Bureau of Safety and Environmental Enforcement (BSEE), following the bankruptcy of Bennu Oil & Gas. In addition to the platform itself, Statoil also purchased the export pipelines with capacity to Shell’s Mars system (oil) and William’s Discovery Gas system (gas). Production has been shut in since November 2016; however, plans are currently in place to have the Titan platform re-instate production in 2018. Prior to being shut in, Titan was producing approximately 3,000 boepd from three nearby fields: Telemark (AT63), in which Statoil holds no interest; and Mirage (MC941) and Morgus (MC942), both of which Statoil now has operating rights and holds record title. Acquiring the platform and assets allows Statoil to effectively manage its abandonment obligations and capture value.

 

32     Statoil, Annual Report on Form 20-F 2017     


 

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 , Hebron , Hibernia and Hibernia Southern Extension .

 

The Hebron field started production in November 2017.  The Hebron field consists of a fixed gravity base structure (GBS) with drilling capabilities and storage for oil. Oil is off-loaded to shuttle tankers.

  

In January 2017, Statoil completed the transaction to fully divest to Athabasca Oil Corporation the assets and 123,200 net acres of oil sands leases in Alberta which form the Kai Kos Dehseh project.   

 

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 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 36% of Statoil’s equity liquid production outside Norway in 2017. 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.

 

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 2017, new wells were added and set into production on blocks 15 and 17 .  

 

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, contingent liabilities and contingent assets 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. The Southern fields project , which has been led by Statoil, started production from two fields (Garet el Befinat and Hassi Moumene) in March 2016. The remaining two fields (Gour Mahmoud and In Salah) started production in July and November 2017, respectively ).  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 processing plant with three 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 In Amenas Gas Compression project , which was led by BP, came into operation in February 2017. The compressors have made it possible to increase production and thereby utilise the capacity of all three trains.
In December, Statoil and the rest of the In Amenas partners secured a licence extension of 5 years beyond 2022. Extension is subject to government approval.

 

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 consists mainly of the output from the Azeri-Chirag-Gunashli (ACG) oil field in the Caspian Sea, the Corrib gas field off Ireland’s northwest coast, and the Kharyaga oil field onshore in the Timan Pechora basin in north-west Russia.

 

Statoil, Annual Report on Form 20-F 2017      33


 

The ACG licence has in 2017 been extended until the end of 2049 through an amended and restated PSA. The ACG New Platform project is an additional production platform in the ACG contract area and work is ongoing to optimise the chosen concept.  

 

INTERNATIONAL EXPLORATION

Statoil reduced exploration drilling activity outside Norway in 2017 and prioritised new access efforts and prospect maturation to support an increased drilling activity in 2018 and onwards. 


Brazil is one of Statoil’s core exploration areas. In 2017 Statoil has strengthened its position in the Carcará oil discovery through portfolio transactions and through the second pre-salt offshore licensing round.

 

In 2017 Statoil has established a position onshore in Argentina in the Neuquén Basin through joint exploration venture with YPF regarding the Bajo del Toro block and through 5 th bidding round for Bajo del Toro Este block.

 

I n South-Africa in 2017 Statoil acquired participating interests in two additional offshore frontier blocks, including one operatorship through a transaction with ExxonMobil Exploration and Production South Africa.

Statoil was awarded 13 leases in US Gulf of Mexico in 2017 and is strengthening its position in the area.

In 2017 Statoil has signed agreements to enter two additional offshore exploration licences, Block 59 and 60, in the Guyana basin in Suriname. This is in line with our global exploration strategy of accessing early in basins with high exploration potential.

Statoil was awarded six licences, five as operator and one as partner, in the 29th Offshore Licensing Round on the UK continental shelf. These awards are a result of a strategic decision by Statoil to explore in prolific but mature basins. Statoil has drilled four exploration wells in the UK in 2017, resulting in one commercial discovery on Verbier.

After fulfilling the study period work program, Statoil has closed its office in Yangon in Myanmar and relinquished the AD-10 licence, as it now assesses the potential for commercially viable discovery to be low.

Including the four exploration wells drilled and one commercial discovery in the UK in 2017 Statoil and its partners completed 11 exploratory wells and made a total of four commercial discoveries internationally. In 2018 Statoil’s international exploration drilling activity will comprise growth opportunities in basins where Statoil already is established with discoveries and producing fields in Brazil, Turkey and the UK, as well as new frontier opportunities such as Argentina. Statoil expects to complete 8 to 10 exploration wells internationally in 2018.

 

 

Exploratory wells drilled 1)

2017

2016

2015

 

 

 

 

Americas

 

 

 

Statoil operated

2

5

8

Partner operated

4

2

2

Africa

 

 

 

Statoil operated

0

0

3

Partner operated

0

0

3

Other regions

 

 

 

Statoil operated

4

0

2

Partner operated

1

2

0

Total (gross)

11

9

18

 

 

 

 

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

 

FIELDS UNDER DEVELOPMENT INTERNATIONALLY

This section covers all the sanctioned projects.

 

Americas

USA
The Stampede oil field (Statoil 25%, Hess operator) is located in the Green Canyon area of the Gulf of Mexico. The development

34     Statoil, Annual Report on Form 20-F 2017     


 

includes a tension-leg platform (TLP) with downhole gas lift and water injection from start of production. In May, the offshore platform was successfully installed. The preparations for start-up of production progressed: subsea work was completed and all three wells were ready at year end 2017. Production commenced with first oil in January 2018

 

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

 

The Big Foot oil field (Statoil 27.5%, Chevron operator) is located in Walker Ridge area of the Gulf of Mexico. The development includes a dry tree TLP with a drilling rig. The Big Foot project’s offshore installation was completed on March 2018. First oil estimated date is during the second half of 2018.

 

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 Appalachian Basin (Marcellus and Utica) , production growth continues. The increase in onshore production is mainly attributed to higher recovery per well due to enhanced completion and improved operational efficiency.

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. 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.

Eurasia
United Kingdom

Mariner (Statoil 65.11%, operator) is a heavy oil development in the UK. The field development 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 includes a possible future subsea tie-in of Mariner East, a small heavy oil discovery. Mariner topsides were successfully installed in August 2017, and offshore hook-up and commissioning is currently ongoing. Production from Mariner is expected to start in second half of 2018.



DISCOVERIES WITH POTENTIAL DEVELOPMENT

This section covers selected pre-sanction projects.

 

Americas

USA
The Vito project (Statoil 37%, Shell operator) is a light weight semi-submersible platform with a single eight-well subsea manifold, in the Mississippi Canyon area of the Gulf of Mexico. The deep wells (32,000 feet) will have down hole gas lift to assist the production. Production is estimated to start by the end of the second quarter of 2021.
In April 2017, its concept development and selection   was approved.

 

Canada

Statoil has made oil discoveries in the Flemish Pass offshore Newfoundland comprising the Bay du Nord project (Statoil 65%, operator), and work is ongoing to assess options for developing Bay du Nord.

 

Brazil

Statoil is operator with 35% equity interest in licence BM-C-33 in the Campos basin. We are evaluating options for developing the discoveries in the licence.  

 

The pre-salt oil discovery Carcará straddles block BM-S-8 and the Carcara North block in the Santos basis. In 2017 Statoil obtained a 40% interest in Carcara North and Statoil has 76% interest in BM-S-8. Statoil has announced agreements to reduce its interest in BM-S-8 to 3 6.5% and Statoil will be the operator of both Carcara North and BM-S-8 for a unitised field development. Closing of these transactions and unitization of the field is subject to government approval. This, together with the announced agreement with Petrobras to acquire 25% in the producing oil field Roncador in the Campos basin, will strengthen our position in Brazil, one of Statoil’s core areas due to its large resource base and excellent fit with our technology and capabilities

Africa

Tanzania

Statoil has made several large gas discoveries in Block 2 (Statoil 65%, operator) offshore Tanzania during 2012-2015. The licence is located in the Indian Ocean 100 km off the southern part of Tanzania. Work is ongoing 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 Shell Tanzania .

Eurasia
Russia

In September 2017, Rosneft and Statoil signed the shareholders and operating agreement (SOA) for the North Komsomolskoye project. The parties will establish a Russian limited joint venture company where Statoil will own 33.33%. North Komsomolskoye is a conventional, but complex viscous oil field located onshore Western Siberia in Russia. Statoil and Rosneft have agreed to start test production in North Komsomolskoye with the aim to better understand the reservoir and lay the ground for a potential future full field development decision. For information about risks related to our activity in Russia see section 2.11 Risk review under Risks related to our business.

  

 

36     Statoil, Annual Report on Form 20-F 2017     


 

2.5 MMP - MARKETING, MIDSTREAM & PROCESSING



 

MMP overview

The Marketing, Midstream & 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 power and emissions trading and for developing transportation solutions for natural gas, liquids and crude oil from Statoil assets including pipelines, shipping, trucking and rail. The business activities within MMP are organised in the following business clusters: Marketing and Trading, Asset Management and Processing and Manufacturing.

 

MMP handles Statoil's and the Norwegian state's direct financial interest (SDFI) equity production of crude oil and NGL, and third-party volumes. This represents approximately 50% of all Norwegian liquids exports. MMP is also responsible for marketing Statoil’s and SDFI’s gas together with third-party gas. This represents 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.

 

Key events in 2017:

·           The export of Statoil piped gas was record high at 41.0 bcm

·           Decision to phase out combined heat and power plant at Mongstad was made in February

·           Statoil awarded long-term contracts for two offshore loading shuttle tankers and two LPG carriers. The fuel efficiency features built into these vessels will reduce operational costs and climate emissions

·           Polarled pipeline was commissioned in May and will transport gas from the NCS to the Nyhamna gas processing plant, which has been upgraded to process and export the new volumes

  

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 majority of gas is sold to counterparties through bilateral sales agreements and the remaining volumes are sold over the trading desk through all the main European trading hubs. The bilateral 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 as regulated by the contracts. For the ongoing price-reviews, Statoil provides in its financial statements for probable liabilities based on Statoil’s best judgement. For further information, see Note 23 to the Consolidated financial statements.

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 gas volumes through a mix of bilateral contracts and trading via its production and transportation systems and downstream assets.     

 

USA  

Statoil Natural Gas LLC (SNG), a wholly-owned subsidiary, has a gas marketing and trading organisation 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 the Appalachian Basin and transports some of the Appalachian production to New York City and to Niagara, providing access to the greater Toronto area.

 

In addition, SNG has long-term capacity contracts at the Cove Point LNG re-gasification terminal, that enables sourcing of LNG from the Snøhvit LNG facility in Norway. Due to low gas prices in the US compared to global LNG prices over the last years, 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.

 

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, the UK, Singapore, the US and Canada. The main crude oil market for Statoil is northwest Europe.

 

Statoil, Annual Report on Form 20-F 2017      37


 

MMP also markets equity volumes from E&P International assets located in Canada, the US, Brazil, Angola, Nigeria, Algeria, Azerbaijan and the 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.

  

Manufacturing

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. Following termination of the existing gas agreement between the Troll licence and Statoil Refining Norway AS, the normal operation of the power plant will be phased out.

 

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. Operatorship of Vestprosess is transferred to Gassco 1 January 2018, with Statoil as technical service provider.

 

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

2017

2016

2015

2017

2016

2015

2017

2016

2015

2017

2016

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mongstad

12.1

9.8

11.9

9.3

9.3

9.3

97.5

94.4

97.6

94.7

93.9

93.4

Kalundborg

5.5

5.0

5.2

5.4

5.4

5.4

99.7

98.0

98.5

90.4

91.0

91.0

Tjeldbergodden

0.94

0.76

0.92

0.95

0.95

0.95

99.4

94.8

98.5

99.4

94.8

98.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1)

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

Throughput may be higher than distillation capacity for plants because volumes of fuel oil, NGL, kero, naphta, gasoil and bio-diesel additive may not go through the crude-/condensate distillation unit.

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, based on throughput and capacity.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 South Riding Point terminal was hit by Hurricane Matthew in 2016 with extensive damage to the Sea Island and the offshore berth unloading/loading facility. The reconstruction work is expected to be finalised in 2018.

 

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

 

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 19 caverns and secures regularity for gas deliveries from the NCS.

 

38     Statoil, Annual Report on Form 20-F 2017     


 

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.

 

Statoil is the 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. Statoil also performs the TSP role for the majority 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 and the Haltenpipe, Norpipe and Mongstad gas pipeline. 

 

Statoil holds 30.1% interest in the Nyhamna gas processing plant in Aukra via the recently established Nyhamna Joint Venture. The venture is operated by Gassco.

 

The Polarled pipeline connects fields in the Norwegian Sea with the Nyhamna gas processing plant. Transportation through the pipeline will commence at Aasta Hansteen production start. Statoil transferred the operatorship for the Polarled pipeline to Gassco on 1 May 2017.

 

The Johan Sverdrup oil and gas export pipelines are under construction and will provide export from the Johan Sverdrup field.

 

  

 

Statoil, Annual Report on Form 20-F 2017      39


 

2.6 OTHER GROUP

 

The Other reporting segment includes activities in New Energy Solutions (NES), Global Strategy & Business Development (GSB), Technology, Projects & 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, solar and carbon capture and storage have been key strategic focus areas in 2017.

 

As per end of 2017, Statoil’s share of the offshore wind production capacity is around 290 megawatt (MW) in production and around 190 MW under development.

 

Key events in 2017:

·           Construction completed with full capacity for wind production from Dudgeon wind farm and Hywind Scotland during fourth quarter of 2017.

·           Increased UK presence through increasing ownership in the Dogger Bank offshore wind projects.

·           Assumed role as operator for the Sheringham Shoal wind farm in April 2017.

·           Acquired 43.75% of the Apodi solar asset in Brazil, operated by Scatec. The acquisition was made through a 40% share from Scatec Solar and 3.75% from ApodiPar. The Apodi solar project started construction during fourth quarter of 2017.

·           Awarded the role as operator of the Carbon capture and storage project for the FEED study. Partners Shell and Total have 33.33% each.

·           The existing 5-year agreement for the Technology Centre Mongstad for testing of different CO 2 capture technologies expired in August 2017. Statoil, Total, Shell and Gassnova (Norwegian State-owned entity) have agreed to continue operations for three years. Statoil’s equity share has been reduced from 20% to 7.5% (in line with other industrial partners).

 

The Sheringham Shoal offshore wind farm (Statoil 40%, operator) 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 MW. 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. Statoil took over the role as operator of Sheringham Shoal from the second quarter of 2017.

 

The Dudgeon offshore wind farm (Statoil 35%, operator) is located in the Greater Wash area off the English east coast, a short distance from Sheringham Shoal. A final investment decision for the 402 MW project was made in July 2014 and the project was inaugurated in November 2017. 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.

 

 


  Dudgeon Offshore Wind.

Photo: Ole Jørgen Bratland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40     Statoil, Annual Report on Form 20-F 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. In February and August 2015, the consortium received consent from the UK authorities for four projects, each with a capacity of 1200 MW. Statoil and Statkraft, together with RWE and SSE, were partners in the Forewind consortium, each with a 25% equity stake. The consortium has gone through a major reorganisation during 2017. Statoil and SSE bought Statkraft’s shares in March 2017 and a project split followed in August 2017, Innogy (RWE) now owns Project 3 (Teesside B) 100%, and Statoil and SSE have entered into a shareholders’ agreement for Projects 1, 2 and 4 with a 50/50 ownership of the Creyke Beck A and B, and Teesside A projects.

 

The Arkona offshore wind farm (Statoil 50%, operated by e.on) 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. A final investment decision for the up to 385 MW project was made in April 2016. During 2017 the installation of the substructures was completed, and Arkona is expected to be in full operation in 2019. The wind farm is expected to provide power to approximately 400,000 German households from 60 turbines.

 

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 completed the project during 2017 and has installed 5 Siemens 6 MW turbines. Production is expected to be 0.14 TWh/year, powering around 20,000 households. This is the next step in Statoil’s strategy towards deployment of the first utility large scale floating wind farms.

 

Statoil was 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 1 GW. The lease is located approximately 20 km directly south of Long Island. The project has been named “Empire Wind” and is being further matured towards a plan for development during 2018.

 

Since 1996, Statoil has proven experience in carbon capture and storage (CCS) and has continued to develop competence through research engagement at Technology Centre Mongstad, the world’s largest facility for testing and improving CO 2 capture. In addition, our offshore oil and gas operations at Sleipner and Snøhvit represent two of the world’s largest CCS units. Statoil will seek to deploy its competence and experience in other CCS projects, both to reduce carbon dioxide emissions and to drive new opportunities, including enhanced oil recovery (EOR) possibilities and carbon neutral value chains based on hydrogen. Statoil has, on behalf of the Norwegian Ministry of Petroleum and Energy, performed a feasibility study for establishing a CO 2 storage facility in the Norwegian Sea. In 2017 the Ministry of Petroleum and Energy awarded Statoil the lead role to assess a full CCS value chain project covering both storage and transportation from three industrial sources in Norway. Statoil, Shell and Total are partners in the project with equal shares of one-third each.

 

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.

 

As of the date of this report, the fund has utilised less than a quarter of the total Statoil venture fund through four direct investments in four different segments, and is a limited partner in one financial venture capital fund.  

 

Global Strategy & Business Development (GSB)

The Global Strategy & 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 several 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.

 

 

Statoil, Annual Report on Form 20-F 2017      41


 

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 leadership.

 

Technology, Projects & Drilling (TPD)

The Technology, Projects & Drilling (TPD) business area is responsible for global project development, well delivery, technology development and procurement in Statoil.

 

Research & Technology (R&T) is responsible for research and technology development to meet Statoil's business needs on short and long term, for delivering technical expertise to business development, projects and assets, and for implementing new technologies.

 

Project development (PRD) is responsible for planning and executing major facilities development, brownfield and field decommissioning projects where Statoil is the operator.

 

Drilling and Well (D&W) is responsible for providing cost-efficient well delivery and well operations, fit-for-purpose drilling facilities and providing expertise and advice to Statoil's global drilling and well operations.

 

Procurement and Supplier Relations (PSR) is responsible for global procurement aligned with Statoil’s business needs.

 

 

 

 

42     Statoil, Annual Report on Form 20-F 2017     


 

The table below displays major projects operated by Statoil, as well as projects operated by Statoil’s licence partners. More information about ongoing projects are given in the E&P Norway, E&P International, MMP and NES sections. In our world-class portfolio, an additional 35-40 projects are in the early phase, maturing towards sanction.

 

Project startups and completions 2017

Statoil's interest

Operator

Area

Type

 

 

 

 

 

Hebron

9.01%

ExxonMobil

Jeanne d'Arc Basin, off coast of Newfoundland and Labrador, Canada

Oil

In Salah Southern fields

31.85%

Sonatrach/BP/Statoil

Algeria

Oil and gas

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

Gina Krog

58.70%

Statoil

North Sea

Oil and gas

Gullfaks C subsea compression

51.00%

Statoil

North Sea

Improved gas recovery

Byrding

70.00%

Statoil

North Sea

Oil and associated gas

Polarled

37.10%

Statoil

Norwegian Sea

Export pipeline for gas

 

 

 

 

 

Ongoing projects with expected startups and completions 2018-2022

Statoil's interest

Operator

Area

Type

 

 

 

 

 

Tahiti vertical expansion

25.00%

Chevron

Gulf of Mexico

Oil

Stampede

25.00%

Hess

Gulf of Mexico

Oil

Big Foot

27.50%

Chevron

Gulf of Mexico

Oil

Peregrino phase II

60.00%

Statoil

Campos basin, off coast of Rio de Janeiro, Brazil

Oil

Arkona offshore wind farm

50.00%

E.ON

Baltic Sea, off German coast

Wind

Mariner

65.11%

Statoil

North Sea

Oil

Oseberg Vestflanken 2

49.30%

Statoil

North Sea

Oil and gas

Troll B gas module

30.58%

Statoil

North Sea

Increased processing capacity

Martin Linge

19.00%

Total

North Sea

Oil and gas

 - Total's share, Statoil to take over in late March 2018

51.00%

 

 

 

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

Njord future

20.00%

Statoil

North Sea

Oil

Snorre expansion

33.28%

Statoil

North Sea

Oil

Aasta Hansteen

51.00%

Statoil

Norwegian Sea

Gas

Snefrid Nord

51.00%

Statoil

Norwegian Sea

Gas

Johan Castberg

50.00%

Statoil

Norwegian Sea

Oil

 

Statoil, Annual Report on Form 20-F 2017      43


 

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 2.11 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 MPE 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 2.11 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 MPE for approval. For fields of a certain size, the Storting has to accept the PDO before it is formally approved by the MPE. 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 licence 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.

 

44     Statoil, Annual Report on Form 20-F 2017     


 

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 MPE 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 MPE. 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.

 

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 MPE 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 joint operating agreements for production.

 

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 2.3 E&P Norway.

 

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 section 2.5 MMP – Marketing, Midstream and Processing under Pipelines.

 

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.

 

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.

 

 

Statoil, Annual Report on Form 20-F 2017      45


 

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.

 

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.

 

Statoil continues to monitor and respond to the Trump Administration’s ongoing reorganization of regulatory bodies, including potentially the Department of Interior (DOI), an effort which is designed to streamline processes and reduce duplications. Potential implications on Statoil’s operations in the US will be assessed as this regulatory review process develops.  At this time, Statoil does not consider any of these potential changes to have a material impact on its US activities. 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 section 2.11 Risk review under Risk factors .

 

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 24% in 2017 to 23% in 2018. 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 54% in 2017 to 55% in 2018. 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. Statoil expects the impact of the recently enacted US tax reform to be favourable to Statoil and its US operations, primarily due to the reduction in the US corporate income tax rate from 35% to 21%. This change in US tax legislation (effective 1 January 2018) will have no impact on Statoil’s deferred tax balance as Statoil has not recognised any net deferred tax asset or liability related to our US operations as of 31 December 2017. See note 9 Income taxes and note 10 Property, plant and equipment to the Consolidated financial statements.

 

SUBSIDIARIES AND PROPERTIES

 

Significant subsidiaries

The following table shows significant subsidiaries and equity accounted companies within Statoil group as of 31 December 2017.

  

 

Name

in %

Country of incorporation

 

Name

in %

Country of incorporation

 

 

 

 

 

 

 

Statholding AS (Group)

100

Norway

 

Statoil Natural Gas LLC

100

USA

Statoil Angola Block 15 AS

100

Norway

 

Statoil New Energy (Group)

100

Norway

Statoil Angola Block 17 AS

100

Norway

 

Statoil Nigeria AS

100

Norway

Statoil Angola Block 31 AS

100

Norway

 

Statoil Nigeria Ltd

100

Nigeria

Statoil Apsheron AS

100

Norway

 

Statoil North Africa Gas AS

100

Norway

Statoil Brasil Oleo e Gas (Group)

100

Brazil

 

Statoil North Africa Oil AS

100

Norway

Statoil BTC (Group)

100

Norway

 

Statoil Oil & Gas Brazil AS

100

Norway

Statoil Canada Ltd (Group)

100

Canada

 

Statoil OTS AB

100

Sweden

Statoil Colombia B.V.

100

Netherlands

 

Statoil Petroleum AS

100

Norway

Statoil Coordination Center NV

100

Belgium

 

Statoil Refining Norway AS

100

Norway

Statoil Danmark (Group)

100

Denmark

 

Statoil Sverige Kharyaga AB

100

Sweden

Statoil Deutschland GmbH (Group)

100

Germany

 

Statoil Tanzania AS

100

Norway

Statoil Dezassete AS

100

Norway

 

Statoil UK Ltd (Group)

100

United Kingdom

Statoil do Brasil Ltda

100

Brazil

 

Statoil US Holding Inc. (Group)

100

USA

Statoil Energy NL B.V.

100

Netherlands

 

Sincor Netherlands B.V.

100

Netherlands

Statoil Exploration Ireland Ltd

100

Ireland

 

South Atlantic Holding B.V.

60

Netherlands

Statoil Forsikring AS

100

Norway

 

AWE-Arkona-Windpark Entwicklungs-GmbH 1)

50

Germany

Statoil Holding Netherlands B.V.

100

Netherlands

 

Naturkraft AS

50

Norway

Statoil International Netherlands B.V.

100

Netherlands

 

Lundin Petroleum AB 1)

20

Sweden

Statoil Kharyaga AS

100

Norway

 

 

 

 

Statoil Murzuq AS

100

Norway

 

 

 

 

 

 

 

 

 

 

 

1) Equity accounted entities.

 

 

 

 

 

 

46     Statoil, Annual Report on Form 20-F 2017     


 

 

Statoil, Annual Report on Form 20-F 2017      47


 

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 Operational performance and section 4.2 Supplementary oil and gas information (unaudited) later in this report. 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. See also section 3.4 Equal treatment of shareholders and transactions with close associates.

 

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. See also section 2.11 Risk review under Risk factors.

 

48     Statoil, Annual Report on Form 20-F 2017     


 

2.8 OPERATIONAL PERFORMANCE

 

PROVED OIL AND GAS RESERVES

Proved oil and gas reserves were estimated to be 5,367mmboe at year end 2017, compared to 5,013 mmboe at the end of 2016.


 

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 section 4.2 Supplementary oil and gas information

 

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, the UK and Ireland, 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. Of Statoil's total proved reserves, 6% 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, representing 3% of Statoil's total proved reserves. These are included in proved reserves in the Americas.

 

 


Statoil, Annual Report on Form 20-F 2017      49


 

Significant changes in our proved reserves in 2017 were:

      Revisions of previously booked reserves, including the effect of improved recovery, increased the proved reserves by 605 million boe in 2017. Many producing fields have significant positive revisions due to better performance, maturing of new wells and improved recovery projects, as well as reduced uncertainty due to further drilling and production experience. The effect of the increased commodity prices, increasing the proved reserves by approximately 200 million boe through extended economic life time on several fields, is also included in this. The largest revisions are seen in Norway, where many of the larger offshore fields continue to decline less than assumed for the proved reserves, and in the US where continued drilling and production from the onshore plays in the Appalachian basin (Marcellus and Utica), Bakken and Eagle Ford has increased the proved reserves.

      A total of 441 million boe of new proved reserves are added through extensions and new discoveries booking proved reserves for the first time. New field developments in Norway, such as Johan Castberg, Ærfugl and Bauge, and Peregrino Phase 2 in Brazil all contribute to this with a total of 260 million boe. Extensions of the proved areas in the US onshore plays contribute with167 million boe. The remaining 14 million boe come from other minor extensions on producing fields where new wells have been drilled in previously unproven areas.

New discoveries with proved reserves booked in 2017 are all expected to start production within a period of five years.

      A total of 50 million boe of new proved reserves were purchased in 2017 (the Azeri-Chirag-Gunashli PSA extension and transfer of certain ownership shares in the Appalachian basin from Northwood Energy).

      Sale of 38 million boe of proved reserves from the Leismer oil sands development in Canada which was finalised in 2017.

      The 2017 entitlement production was 705 million boe, an increase of 4.7% compared to 2016.

  

 

Proved reserves as of 31 December 2017

Proved reserves

Oil and Condensate

NGL

Natural Gas

Total oil and gas

(mmboe)

(mmboe)

(bcf)

(mmboe)

 

 

 

 

 

Developed

 

 

 

 

Norway

514

199

8,852

2,290

Eurasia excluding Norway

55

-

159

83

Africa

173

10

273

231

US

252

68

1,675

619

Americas excluding US

118

-

-

118

Total Developed proved reserves

1,112

278

10,958

3,342

 

 

 

 

 

Undeveloped

 

 

 

 

Norway

919

80

3,501

1,623

Eurasia excluding Norway

42

-

-

42

Africa

12

-

37

19

US

99

21

577

223

Americas excluding US

119

-

-

119

Total Undeveloped proved reserves

1,191

101

4,115

2,025

 

 

 

 

 

Total proved reserves

2,302

379

15,073

5,367

 

 

 

 

 

50     Statoil, Annual Report on Form 20-F 2017     


 

 


Proved reserves in Norway

A total of 3,913 million boe is recognised as proved reserves in 64 fields and field development projects on the NCS, representing 73% of Statoil's total proved reserves. Of these, 53 fields and field areas are currently in production, 42 of which are operated by Statoil.

 

Four new field development projects added reserves categorised as extensions and discoveries during 2017, Johan Castberg, Bauge, Ærfugl and Alun-Epidot. 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 2017.

 

Proved reserves in equity accounted companies in Norway represent Statoil’s relative share of Lundin’s share in fields carrying proved reserves, only where Statoil as a shareholder has sufficient access to data to be able to estimate proved reserves with reasonable certainty.

 

Of the proved reserves on the NCS, 2,290 million boe, or 59%, are proved developed reserves. Of the total proved reserves in this area, 56% are gas reserves related to large offshore gas fields such as Troll, Snøhvit, Oseberg, Ormen Lange, Visund, Aasta Hansteen, Åsgard and Tyrihans, and 44% are liquid reserves.

 

Proved reserves in Eurasia, excluding Norway

In this area, Statoil has proved reserves of 125 million boe related to four fields in Azerbaijan, Ireland, United Kingdom 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, 83 million boe or 67% are proved developed reserves.

 

Of the total proved reserves in this area, 77% are liquid reserves and 23% are gas reserves.

 


Statoil, Annual Report on Form 20-F 2017      51


 

 

 

Proved reserves in Africa  

Statoil recognises proved reserves of 250 million boe related to 28 fields and field developments in several West and North African countries, including Algeria, Angola, Libya and Nigeria. Africa represents 5% 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. In Libya, Murzuq started producing again in 2017.

52     Statoil, Annual Report on Form 20-F 2017     


 

 

The Agbami equity redetermination in Nigeria implies a reduction of 5.17 percentage points in Statoil’s equity interest in the field. Statoil has proceeded to the court of appeal to have the arbitration award set aside. Final approval in the licence was pending at year end 2017, hence the negative effect on the proved reserves, which is estimated to be less than 10 million boe, is not yet included.

 

In Algeria, an agreement has been signed which will amend the In Amenas Production Sharing Contract by five years, from 2022 to 2027. The effect on the proved reserves will be included once the amended PSA is approved by the authorities and the effect is known.

 

Most of the fields in Africa are mature and many are on decline or approaching the expiration date of the current PSA. High production in 2017 combined with limited positive revisions and few IOR projects being sanctioned, resulted in further reduction of the proved reserves in this area.

 

Of the total proved reserves in Africa, 231 million boe, or 93%, are proved developed reserves. Of the total proved reserves in this area, 78% are liquid reserves and 22% are gas reserves.


 

Proved reserves in the Americas

In North and South America, Statoil has proved reserves equal to 1,079 million boe in a total of 16 fields and field development projects. This represents 20% 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. Four are located in Canada and one in South America.

As of 30 June 2017, the 9.67% ownership share in the heavy oil project Petrocedeño in Venezuela was reclassified from an equity accounted investment to a non-current financial investment. This has reduced the proved reserves in the Americas by 28 million boe.

In the US, six of the eight fields in the Gulf of Mexico are producing. At year end 2017 field development was still ongoing at Big Foot, and at Stampede which started production in January 2018. The onshore tight reservoir assets in the Appalachian basin, Eagle Ford and Bakken are all in production.

In Canada, proved reserves are related to offshore field developments only.

The increase in proved reserves in this area is mainly due to extensions of the proved areas in the US onshore plays which has added 167 million boe of new proved reserves, positive revisions due to improved operational performance in several assets in the US, and the Peregrino Phase 2 development adding new proved reserves in South America. Proved reserves in the US now represent 16% of total proved reserves and is disclosed as a separate geographic area in the tables.

Statoil, Annual Report on Form 20-F 2017      53


 

Of the total proved reserves in the Americas, 737 million boe, or 68%, are proved developed reserves. Of the total proved reserves in this area, 63% are liquid reserves and 37% gas reserves.

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 including equity accounted entities in each category relating to the reserve replacement ratio for the years 2017, 2016 and 2015. The 2017 reserves replacement ratio excluding equity accounted entities was 1.56 and the corresponding three-year average 1.00. For additional information regarding changes in proved reserves, see section 4.2 Supplementary oil and gas information

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

Reserves replacement ratio (including purchases and sales)

2017

2016

2015

 

 

 

 

Annual

1.50

0.93

0.55

Three-year-average

1.00

0.70

0.81

 

 

 

 

Development of reserves

The total volume of proved reserves increased by 354 million boe in 2017. Positive revisions including improved recovery totalled 605 million boe.

 

Extensions and discoveries added 441 million boe of new proved reserves in 2017, mainly as undeveloped proved reserves. New development projects such as Bauge, Johan Castberg, Peregrino (Phase 2) and Ærfugl, in addition to several minor extensions on developed assets, added a total of 274 million boe of proved reserves. Further drilling in the Appalachian basin, Bakken and Eagle Ford onshore plays in the US increased the proved areas in these assets and added 167 million boe of new proved reserves.

 

The net effect of purchases and sales completed in 2017, increased the proved reserves by 12 million boe.

 

 

For the year ended 31 December

Change in proved reserves (million boe)

2017

2016

2015

 

 

 

 

Revisions and improved recovery

605

409

(42)

Extensions and discoveries

441

179

627

Purchase of petroleum-in-place

50

65

13

Sales of petroleum-in-place

(38)

(27)

(235)

 

 

 

 

Total reserve additions

1,059

626

363

Production

(705)

(673)

(662)

 

 

 

 

Net change in proved reserves

354

(47)

(299)

 

 

 

 

54 2     Statoil, Annual Report on Form 20-F 2017       


 

Development of reserves in 2017 (million boe)

Total

Developed

Undeveloped

 

 

 

 

At 31 December 2016

5,013

3,268

1,746

Revisions and improved recovery

605

420

185

Extensions and discoveries

441

95

346

Purchase of reserves-in-place

50

26

24

Sales of reserves-in-place

(38)

(33)

(5)

Production

(705)

(705)

-

Moved from undeveloped to developed

-

271

(271)

 

 

 

 

At 31 December 2017

5,367

3,342

2,025

 

 

 

 

In 2017, approximately 271 million boe were converted from proved undeveloped to proved developed reserves. The start-up of production from Flyndre and Gina Krog in Norway and Hebron in Canada increased the proved developed reserves by 66 million boe during 2017. The remaining 205 million boe of the converted volume is related to activities on developed assets. Over the last 5 years Statoil has converted 1,931 million boe of proved undeveloped reserves to proved developed reserves.

  

 

Net proved developed and undeveloped reserves (million boe)

Oil and Condensate

NGL

Natural gas

Total

(mmboe)

(mmboe)

(bcf)

(mmboe)

 

 

 

 

 

 

2017

Proved reserves end of year

2,302

379

15,073

5,367

 

Developed

1,112

278

10,958

3,342

 

Undeveloped

1,191

101

4,115

2,025

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

 

 

 

 

 

 

As of 31 December 2017, the total proved undeveloped reserves amounted to 2,025 million boe, 80% of which are related to fields in Norway. The Troll and Snøhvit fields, which have continuous development activities, together with fields not yet in production, such as Johan Sverdrup, Johan Castberg and Aasta Hansteen have the largest proved undeveloped reserves in Norway. The largest assets with respect to proved undeveloped reserves outside Norway are Peregrino in Brazil, ACG in Azerbaijan and the Appalachian basin 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 US, the Appalachian basin, Eagle Ford and Bakken, all proved undeveloped reserves are limited to wells that are scheduled to be drilled within five years.

 

In 2017, Statoil incurred USD 7,729 million in development costs relating to assets carrying proved reserves, USD 5,685 million of which was related to proved undeveloped reserves.

Additional information about proved oil and gas reserves is provided in section 4.2 Supplementary oil and gas information .

 

Preparation 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 average of more than 25 years' experience in the oil and gas industry. CRM reports to the vice president of finance and control in the Technology, Projects & Drilling 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

Statoil, Annual Report on Form 20-F 2017      55


 

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 32 years' experience in the oil and gas industry, 31 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 2017 using data provided by Statoil. The evaluation accounts for 100% of Statoil's proved reserves including equity accounted entities. 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

Natural Gas

 

Oil Equivalent

Net proved reserves at 31 December 2017

(mmbbls)

(mmbbl)

(bcf)

(mmboe)

 

 

 

 

 

Estimated by Statoil

2,302

379

15,073

5,367

Estimated by DeGolyer and MacNaughton

2,363

347

14,404

5,276

 

 

 

 

 

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 2017.

 

A gross value reflects the number of wells or acreage in which Statoil owns a working interest. The net value corresponds to the sum of the fractional working interests owned in the same gross wells or acres.

 

Developed and undeveloped oil and gas acreage at 31 December 2017 (in thousands of acres)

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Oceania

Total

 

 

 

 

 

 

 

 

 

 

Acreage developed

- gross

927

73

796

689

73

-

2,558

 

- net

345

16

264

170

19

-

814

Acreage undeveloped

- gross

13,708

40,526

24,958

1,574

37,567

11,749

130,082

 

- net

6,016

18,159

9,544

799

15,577

6,928

57,023

 

 

 

 

 

 

 

 

 

The largest concentrations of developed acreage in Norway are in the Troll, Skarv, Oseberg area, Snøhvit 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). Bakken (onshore US) has the largest developed acreage in Americas.

 

Statoil's largest undeveloped acreage concentration is in Russia with 15% 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 concentration of undeveloped acreage in the Americas excluding US is Canada, with 25% of the total for this geographic area. In Africa, the largest acreage concentration is in South Africa, representing 69% 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 programmes 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

56 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2017, are shown in the table below. The total number of productive oil wells in the Americas excluding US has been significantly reduced due to the reclassification of the heavy oil project Petrocdeño from an equity accounted entity to a financial investment.

Statoil, Annual Report on Form 20-F 2017      57


 

Number of productive oil and gas wells at 31 December 2017

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

 

 

Oil wells

- gross

874

188

423

2,422

99

4,006

 

- net

292.7

27.3

66.4

613.8

29.0

1,029.2

Gas wells

- gross

201

6

104

2,213

-

2,524

 

- net

86.7

2.2

40.1

550.0

-

679.0

 

 

 

 

 

 

 

 

The total gross number of productive wells as of end 2017 includes 392 oil wells and 11 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.

 

Net productive and dry oil and gas wells drilled

Norway

Eurasia  excluding Norway

Africa

US

Americas excluding US

Total

 
 

 

 

 

 

 

 

 

 

Year 2017

 

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

8.1

2.6

-

0.7

1.9

13.3

 

- Net dry exploratory wells drilled

3.5

2.1

-

-

1.9

7.5

 

- Net productive exploratory wells drilled

4.6

0.5

-

0.7

-

5.8

 

 

 

 

 

 

 

 

 

Net productive and dry development wells drilled

37.5

5.0

4.3

103.2

2.3

152.2

 

- Net dry development wells drilled

10.1

-

0.1

-

0.1

10.3

 

- Net productive development wells drilled

27.4

5.0

4.2

103.2

2.2

142.0

 

 

 

 

 

 

 

 

 

Year 2016

 

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

5.5

0.7

-

1.6

4.8

12.6

 

- Net dry exploratory wells drilled

1.4

0.7

-

-

1.9

3.9

 

- Net productive exploratory wells drilled

4.1

-

-

1.6

3.0

8.7

 

 

 

 

 

 

 

 

 

Net productive and dry development wells drilled

47.4

1.6

5.2

116.6

17.0

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

116.6

17.0

183.2

 

 

 

 

 

 

 

 

 

Year 2015

 

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

10.2

1.0

2.5

1.5

1.1

16.3

 

- Net dry exploratory wells drilled

4.6

0.4

0.5

0.5

0.4

6.4

 

- Net productive exploratory wells drilled

5.6

0.7

2.0

1.0

0.7

9.9

 

 

 

 

 

 

 

 

 

Net productive and dry development wells drilled

32.1

4.1

10.6

216.3

12.5

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

215.9

12.5

267.4

 

58 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2017.

 

Number of wells in progress at 31 December 2017

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

 

 

Development wells 1)

- gross

39

7

10

362

2

420

 

- net

14.2

0.8

2.9

144.7

0.1

162.7

Exploratory wells

- gross

2

3

-

1

-

6

 

- net

0.8

1.5

-

0.2

-

2.4

 

 

 

 

 

 

 

 

1) Mainly wells related to US onshore developments

 

 

 

 

 

 

 

 

 

 

 

 

 

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 utilise 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 2017, the long-term commitments from NCS for the Statoil/SDFI arrangement totaled approximately 278 bcm.

 

Statoil's total bilateral obligations have been reduced over the past year, as a result of delivering more on existing contracts ending in 2017 than sold on new contracts starting in 2017. This has been a trend in later years. Thus, given a steady gas production in the years to come, Statoil will sell more gas in the spot-market than before.

 

Statoil and SDFI's delivery commitments, expressed as the sum of expected off-take for the calendar years 2018, 2019, 2020 and 2021, are 47.1, 40.1, 37.9 and 34.9 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 2017, 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 E&P Norway   and 2.4 E&P 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 section 4.2 Supplementary oil and gas information (unaudited).

 

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.

Statoil, Annual Report on Form 20-F 2017      59


 

Entitlement production (million boe)

Consolidated companies

Equity accounted

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

 

 

 

 

 

 

 

 

 

 

 

 

Oil and Condensate (mmbbls)

 

 

 

 

 

2015

174

13

75

31

27

319

-

-

4

4

324

2016

169

12

72

34

26

313

2

0

4

6

320

2017

165

10

68

38

21

302

6

0

2

8

310

 

 

 

 

 

 

 

 

 

 

 

 

NGL (mmbbls)

 

 

 

 

 

2015

44

-

3

7

-

54

-

-

-

-

54

2016

46

-

2

9

-

58

0

-

-

0

58

2017

48

-

4

9

0

61

-

-

-

-

61

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas (bcf)

 

 

 

 

 

2015

1,306

16

63

215

0

1,600

-

-

-

-

1,600

2016

1,338

34

60

226

0

1,659

1

0

-

2

1,661

2017

1,515

41

72

240

0

1,868

4

0

-

5

1,873

 

 

 

 

 

 

 

 

 

 

 

 

Combined oil, condensate, NGL and gas (mmboe)

 

 

 

 

 

2015

450

16

88

76

27

658

-

-

4

4

662

2016

454

18

85

83

26

666

3

0

4

7

673

2017

483

17

85

90

21

696

6

0

2

9

705

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Entitlement production

 

 

 

 

 

 

 

2017

2016

2015

 

 

 

 

 

 

 

 

 

 

 

 

Troll field 1)

 

 

 

 

 

 

 

 

Oil and Condensate (mmbbls)

 

 

 

 

 

14

15

14

NGL (mmbbls)

 

 

 

 

 

2

2

2

Natural gas (bcf)

 

 

 

 

 

384

321

386

Combined oil, condensate, NGL and gas (mmboe)

 

 

 

 

85

74

85

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 


 

 

For the year ended 31 December

 

 

Operational data

2017

2016

2015

17-16 change

16-15 change

 

 

 

 

 

 

Prices

 

 

 

 

 

Average Brent oil price (USD/bbl)

54.2

43.7

52.4

24%

(17%)

E&P Norway average liquids price (USD/bbl)

50.2

39.4

48.2

27%

(18%)

E&P International average liquids price (USD/bbl)

47.6

35.8

42.9

33%

(17%)

Group average liquids price (USD/bbl)

49.1

37.8

45.9

30%

(18%)

Group average liquids price (NOK/bbl)

405

317

371

28%

(14%)

Transfer price natural gas (USD/mmBtu)

4.33

3.42

5.17

27%

(34%)

Average invoiced gas prices - Europe (USD/mmBtu)

5.55

5.17

7.08

7%

(27%)

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

2.73

2.12

2.62

28%

(19%)

Refining reference margin (USD/bbl)

6.3

4.8

8.0

31%

(40%)

 

 

 

 

 

 

Entitlement production (mboe per day)

 

 

 

 

 

E&P Norway entitlement liquids production

594

589

595

1%

(1%)

E&P International entitlement liquids production

415

435

436

(5%)

(0%)

Group entitlement liquids production

1,009

1,024

1,032

(1%)

(1%)

E&P Norway entitlement gas production

740

646

637

15%

1%

E&P International entitlement gas production

173

157

144

10%

9%

Group entitlement gas production

913

803

781

14%

3%

Total entitlement liquids and gas production

1,922

1,827

1,812

5%

1%

 

 

 

 

 

 

Equity production (mboe per day)

 

 

 

 

 

E&P Norway equity liquids production

594

589

595

1%

(1%)

E&P International equity liquids production

545

555

569

(2%)

(2%)

Group equity liquids production

1,139

1,144

1,165

(0%)

(2%)

E&P Norway equity gas production

740

646

637

15%

1%

E&P International equity gas production

200

188

170

7%

11%

Group equity gas production

941

834

806

13%

3%

Total equity liquids and gas production

2,080

1,978

1,971

5%

0%

 

 

 

 

 

 

Liftings (mboe per day)

 

 

 

 

 

Liquids liftings

1,012

1,017

1,035

(1%)

(2%)

Gas liftings

936

824

802

14%

3%

Total liquids and gas liftings

1,948

1,842

1,837

6%

0%

 

 

 

 

 

 

MMP sales volumes

 

 

 

 

 

Crude oil sales volumes (mmbbl)

817

811

829

1%

(2%)

Natural gas sales Statoil entitlement (bcm)

52.0

44.3

44.0

18%

1%

Natural gas sales third-party volumes (bcm)

6.4

8.6

8.6

(26%)

0%

 

 

 

 

 

 

Production cost (USD/boe)

 

 

 

 

 

Production cost entitlement volumes

5.2

5.4

6.5

(3%)

(17%)

Production cost equity volumes 

4.8

5.0

5.9

(3%)

(17%)

 

Statoil, Annual Report on Form 20-F 2017      61


 

Sales prices

The following tables present realised sales prices.

 

Realised sales prices

Norway

Eurasia

excluding

Norway

Africa

Americas

 

 

 

 

 

Year ended 31 December 2017

 

 

 

 

Average sales price oil and condensate in USD per bbl

54.0

53.6

53.5

46.0

Average sales price NGL in USD per bbl

35.8

-

33.2

20.9

Average sales price natural gas in USD per mmBtu

5.6

5.3

5.2

2.7

 

 

 

 

 

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

 

 

 

 

 

 

62 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2.7 Corporate under SDFI oil and gas marketing and sale.

 

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 E&P International segment and ethane volumes.

 

 

  For the year ended 31 December

Sales Volumes

2017

2016

2015

 

 

 

 

 

Statoil 1)

 

 

 

Crude oil (mmbbls) 2)

369

372

378

Natural gas (bcm)

54.3

48.0

46.6

 

 

 

 

 

Combined oil and gas (mmboe)

711

674

671

 

 

 

 

 

Third party volumes 3)

 

 

 

Crude oil (mmbbls) 2)

302

294

290

Natural gas (bcm)

6.4

8.6

8.6

 

 

 

 

 

Combined oil and gas (mmboe)

342

348

344

 

 

 

 

 

SDFI assets owned by the Norwegian State 4)

 

 

 

Crude oil (mmbbls) 2)

147

148

149

Natural gas (bcm)

44.0

39.8

41.8

 

 

 

 

 

Combined oil and gas (mmboe)

424

398

412

 

 

 

 

 

Total

 

 

 

Crude oil (mmbbls) 2)

819

814

816

Natural gas (bcm)

104.7

96.4

97.0

 

 

 

 

 

Combined oil and gas (mmboe)

1,477

1,420

1,427

 

 

 

 

 

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 E&P International but not sold by MMP, and volumes lifted by E&P Norway or E&P International 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)

The line item SDFI assets owned by the Norwegian State includes sales of both equity production and third party.

 

Statoil, Annual Report on Form 20-F 2017      63


 

2.9 FINANCIAL REVIEW

 

GROUP FINANCIAL PERFORMANCE

 

In 2016 and 2015, our results were heavily influenced by low oil and gas prices, leading to lower earnings and impairment losses. In 2017, prices have been recovering and we are seeing better results. Operational performance has been solid and production is up by 5% in 2017. Cost discipline and efficiency improvements have contributed to the reduced operating costs. Supported by increasing prices and better operational performance, several previous impairments have been reversed. A negative net income in 2016 of USD 2.9 billion is turned into positive net income of USD 4.6 billion in 2017.

 

Total eq uity liquids and gas production was 2,080 mboe, 1,978 mboe, 1,971 mboe per day in 2017, 2016 and 2015, respectively.

 

The 5% increase in total equity production from 2016 to 2017 was primarily due to start-up and ramp-up on various fields and higher flexible gas offtake on the NCS , partially offset by expected natural decline and divestments.

 

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 due to divestments , expected natural decline at mature fields and operational challenges.

 

Total entitlement liquids and gas production was 1,922 mboe per day in 2017 compared to 1,827 mboe in 2016 and 1,812 mboe per day in 2015. In 2017, the total entitlement liquids and gas production was up 5% for the reasons as described above, partially offset by higher negative effect from production sharing agreements (PSA effect) and US royalties, mainly driven by higher prices.

 

From 2015 to 2016, the total entitlement production was up 1% the 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 .

 

The combined effect of production sharing agreements (PSA effect) and US royalties was 158 mboe, 151 mboe and 159 mboe per day in 2017, 2016 and 2015, 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)

2017

2016

2015

17-16 change

16-15 change

 

 

 

 

 

 

Revenues

60,971

45,688

57,900

33%

(21%)

Net income/(loss) from equity accounted investments

188

(119)

(29)

N/A

>(100%)

Other income

27

304

1,770

(91%)

(83%)

 

 

 

 

 

 

Total revenues and other income

61,187

45,873

59,642

33%

(23%)

 

 

 

 

 

 

Purchases [net of inventory variation]

(28,212)

(21,505)

(26,254)

31%

(18%)

Operating, selling, general and administrative expenses

(9,501)

(9,787)

(11,433)

(3%)

(14%)

Depreciation, amortisation and net impairment losses

(8,644)

(11,550)

(16,715)

(25%)

(31%)

Exploration expenses

(1,059)

(2,952)

(3,872)

(64%)

(24%)

 

 

 

 

 

 

Net operating income/(loss)

13,771

80

1,366

>100%

(94%)

 

 

 

 

 

 

Net financial items

(351)

(258)

(1,311)

(36%)

80%

 

 

 

 

 

 

Income/(loss) before tax

13,420

(178)

55

N/A

N/A

 

 

 

 

 

 

Income tax

(8,822)

(2,724)

(5,225)

>100%

(48%)

 

 

 

 

 

 

Net income/(loss)

4,598

(2,902)

(5,169)

N/A

44%

 

 

 

 

 

 

64 2     Statoil, Annual Report on Form 20-F 2017       


 

Total revenues and other income amounted to USD 61,187 million in 2017 compared to USD 45,873 million in 2016 and USD 59,642 million in 2015.

 

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 in this report.

 

Revenues were USD 60,971 million in 2017, up 33% compared to 2016. The increase was mainly due to increased prices both for liquids and gas, and increased gas volumes sold. The 21% decrease in revenues from 2015 to 2016 was mainly due to the significant decrease 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 and a reversal of provisions related to our operations in Angola of USD 754 million. For further information, see note 23 Other commitments, contingent liabilities and contingent assets to th e Consolidated financial statements.

 

Net income from equity accounted investments was USD 188 million in 2017, up from a loss in 2016 of USD 119 million due to increased profit from the investment in Lundin Petroleum AB. In 2015, net income from equity accounted investments was a loss of USD 29 million. For further information, please see note 12 Equity accounted investments to the Consolidated financial statements.

 

Other income was USD 27 million in 2017 compared to USD 304 million in 2016 and USD 1,770 million in 2015. In 2017, other income was insignificant and mainly related to proceeds from minor insurance claims. In 2016, other income was mainly related to gain from sale of the Edvard Grieg field on the NCS and proceeds from an insurance settlement. In 2015, other income mainly consisted of gain from the two step divestments of the ownership interest in the Shah Deniz project in Azerbaijan.

 

Because of the factors explained above, total revenue and other income was up by 33% in 2017. In 2016 and 2015, total revenues and other income decreased by 23% and 40%, respectively.

 

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 28,212 million in 2017 compared to USD 21,505 million in 2016 and USD 26,254 million in 2015. The 31% increase in 2017 was mainly related to the increase in prices. The 18% decrease from 2015 to 2016 was mainly related to the decrease in liquids and gas prices.

 

Operating, selling, general and administrative expenses amounted to USD 9,501 million in 2017 compared to USD 9,787 million in 2016 and USD 11,433 million in 2015. The 3% decrease from 2016 to 2017 was mainly due to divestments and reduced asset retirement provisions, partially offset by net losses from sale of assets and increased costs from new fields coming on stream. Ramp-up on various fields and higher royalty costs   also offset the decrease.   The 14% decrease from 2015 to 2016 was mainly due to cost improvement initiatives and the NOK/USD exchange rate development. Lower operation and maintenance costs and reduced transportation costs added to the decrease.

 

Depreciation, amortisation and net impairment losses   amounted to USD 8,644 million compared to USD 11,550 million in 2016 and USD 16,715 million in 2015.

 

The 25% decrease in depreciation, amortisation and net impairment losses in 2017 was mainly due to lower net impairment of assets in 2017 (discussed below), net increased proved reserves estimates on several fields and a lower depreciation basis due to impairments of assets in previous periods. Start-up and ramp-up of production on new fields partially offset the reduction.

 

Included in the total for 2017 were net impairment reversals of USD 1,055 million, of which impairment reversals amounted to USD 1,972 million mainly related to increased production estimates, cost reductions and increased prices, operational improvements and updated calculation assumptions due to changes in the US tax legislation. The impairment reversals were partially offset by impairment losses of USD 917 million, mainly related to decreased production estimates.

 

The 31% decrease in 2016 compared to 2015, 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.

 

Included in the total for 2016 and 2015, were net impairment losses of USD 1,301 million and USD 5,526 million, respectively, primarily triggered by the reduction in commodity price assumptions 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. The net impairment losses of

Statoil, Annual Report on Form 20-F 2017      65


 

USD 5,526 million in 2015 were mainly related to both unconventional onshore assets and conventional offshore assets in the E&P International reporting segment, and conventional offshore assets in the development phase in E&P Norway reporting segment.

 

For further information, please see note 3 Segments and note 10 Property, plant and equipment to the Consolidated financial statements.

 

  

 

Exploration expenses

For the year ended 31 December

 

 

(in USD million)

2017

2016

2015

17-16 change

16-15 change

 

 

 

 

 

 

Exploration expenditures (activity)

1,234

1,437

2,860

(14%)

(50%)

Expensed, previously capitalised exploration expenditures

73

808

213

(91%)

>100%

Capitalised share of current period's exploration activity

(167)

(285)

(1,151)

(41%)

(75%)

Net impairments / (reversals)

(81)

992

1,951

N/A

(49%)

 

 

 

 

 

 

Exploration expenses

1,059

2,952

3,872

(64%)

(24%)

 

 

 

 

 

 

66 2     Statoil, Annual Report on Form 20-F 2017       


 

In 2017, exploration expenses were USD 1,059 million, a 64% decrease compared to 2016 when exploration expenses were USD 2,952 million. Exploration expenses were USD 3,872 million in 2015.

 

The 64% decrease in exploration expenses in 2017 was mainly due to a lower portion of expenditures capitalised in previous years being expensed in 2017 compared to 2016. Exploration activity was higher in 2017. However, as the exploration wells drilled in 2017 were less expensive due to improved drilling efficiency, exploration expenditures were reduced in 2017 compared to 2016. Net impairment reversals of exploration prospects and signature bonuses in 2017 compared to net impairment charges in 2016, added to the decrease. The decrease was partially offset by a lower capitalisation rate on exploration expenditures incurred in 2017 compared to 2016.

 

In 2016, exploration expenses were down 24% compared to 2015 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.

 

Net operating income was USD 13,771 million in 2017 compared to USD 80 million in 2016 and USD 1,366 million in 2015.

 

With reference to the development in revenues and costs as discussed above, the significant increase in 2017 was primarily driven by higher prices for both liquids and gas, increased gas volumes, significant net impairments reversals in 2017 compared to net impairment charges in 2016 and the reversal of provisions related to our operations in Angola. Reduced depreciation and exploration expenses added to the increase. The decrease in 2016 compared to 2015 was mainly driven by the drop in liquids and gas prices, lower refinery margins and lower gains on sale of assets. Lower net impairment charges in 2016 compared to 2015 and a reduction in operating, depreciation and exploration costs partially offset the decrease.

 

Net financial items amounted to a loss of USD 351 million in 2017. In 2016 and 2015, net financial items were also a loss of USD 258 million and USD 1,311 million, respectively.

 

The increased loss of USD 93 million in 2017 was mainly due to loss on derivatives due to increase in EUR and USD interest rates related to our long-term debt portfolio of USD 61 million for 2017, compared to a gain of USD 470 million for 2016, partially offset by a reversal of interest expense of USD 319 million in 2017 previously provided for related to a resolved dispute regarding Statoil’s participation offshore Angola in the period 2002 to 2016. For further information, see note 23 Other commitments, contingent liabilities and contingent assets to the Consolidated financial statements.

 

The reduced loss of USD 1,053 million in 2016 was 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.

 

Income taxes were USD 8 ,822 million in 2017, equivalent to an effective tax rate of 65.7%, compared to USD 2 ,724 million in 2016 , equivalent to an effective tax rate of more than 100%.In 2015, income taxes were USD 5,225   million , equivalent to an effective tax rate of more than 100%.

 

The effective tax rate in 2017 was primarily influenced by the agreement with the Angolan Ministry of Finance related to Statoil’s participation in several blocks offshore Angola. For further information, see note 9 Income taxes to th e Consolidated financial statements.

 

In 2016 and 2015, income before tax was a loss of USD 178 million in 2016 and a profit of USD 55 million in 2015, which both were 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. Hence, our effective tax rate is distorted. In addition, the “weighted average statutory tax rate”, calculate before taking into account the Norwegian petroleum tax including uplift for comparability, was also distorted.

 

In 2016, the effective rate of tax on profit earned by E&P Norway, approximated the statutory tax rate (taking account of Norwegian Petroleum Tax including uplift). However, the effective tax rate on E&P International losses was negative due to the inability to currently recognise tax losses and other deferred tax assets arising from 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 E&P International segment due to uncertainty related to future taxable income.

 

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

Statoil, Annual Report on Form 20-F 2017      67


 

income, including the onshore portion of net financial items, is taxed at 24% (25% in 2016 and 27% in 2015), and income in other countries is taxed at the applicable income tax rates in the various countries.

 

In 2017, net income   was USD 4,598 million compared to negative USD 2,902 million in 2016 and negative USD 5,169 million in 2015.

 

The significant increase in 2017 was mainly a result of the increase in net operating income, partially offset by the increase income taxes and higher loss on net financial items, as explained above. The increase from 2015 to 2016 was mainly due to lower income taxes and lower loss on net financial items, partially offset by the decrease in net operating income.

 

The board of directors proposes to the annual general meeting (AGM) to increase the dividend by 4.5% to USD 0.23 per ordinary share for the fourth quarter of 2017. The two-year scrip dividend programme ended as planned with the third quarter 2017-dividend.

 

The Annual ordinary dividends for 2017 amounted to an aggregate total of USD 1,586 million, net after scrip dividend of USD 1,357 million. Considering the proposed dividend, USD 2,371 million will be allocated to retained earnings in the parent company.

 

For 2016 and 2015, annual ordinary dividends amounted to an aggregate total of USD 1,934 million, net after scrip dividend of USD 904 million and USD 2,860 million, respectively.

 

For further information, see note 17 Shareholders’ equity and dividends to the Consolidated financial statements.

 

In accordance with §3-3a 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.

 

SEGMENTS FINANCIAL PERFORMANCE

 

E&P Norway profit and loss analysis

Net operating income in 2017 was USD 10,485 million, compared to USD 4,451 million in 2016 and USD 7,161 million in 2015. The USD 6,034 million increase from 2016 to 2017 was mainly due to higher liquids and gas prices, and net impairment reversals of USD 905 million in 2017 compared to impairment of USD 829 million in 2016. The USD 2,710 million decrease from 2015 to 2016 was mainly due to lower prices on liquids and gas, partially offset by reduced operating expenses, decreased depreciation and net impairment losses.

 

The average daily production of liquids and gas was 1,334 mboe, 1,235 mboe and 1,232 mboe per day in 2017, 2016 and 2015, respectively.

 

The average daily total production level was increased from 2016 to 2017 mainly due to higher flex gas off-take from Troll and Oseberg, contributions from new fields Ivar Aasen and Gina Krog, and fewer turnarounds.

 

The average daily total production of liquids and gas maintained from 2015 to 2016, mainly due to high operational performance, new fields on stream and new wells from existing fields.

 

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)

2017

2016

2015

17-16 change

16-15 change

 

 

 

 

 

 

Revenues

17,558

13,036

17,170

35%

(24%)

Net income/(loss) from equity accounted investments

129

(78)

3

N/A

N/A

Other income

5

119

166

(96%)

(28%)

 

 

 

 

 

 

Total revenues and other income

17,692

13,077

17,339

35%

(25%)

 

 

 

 

 

 

Operating, selling, general and administrative expenses

(2,954)

(2,547)

(3,223)

16%

(21%)

Depreciation, amortisation and net impairment losses

(3,874)

(5,698)

(6,379)

(32%)

(11%)

Exploration expenses

(379)

(383)

(576)

(1%)

(34%)

 

 

 

 

 

 

Net operating income/(loss)

10,485

4,451

7,161

>100%

(38%)

 

 

 

 

 

 


 

Total revenues and other income were USD 17,692 million in 2017, USD 13,077 million in 2016 and USD 17,339 million in 2015.

 

The 35% increase in revenues from 2016 to 2017 was mainly due to increased liquids and gas prices, and increased gas volumes. The 25% decrease in revenues from 2015 to 2016 was mainly due to reduced liquids and gas prices.

 

Other income was immaterial in 2017. 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.

 

Operating expenses and selling, general and administrative expenses were USD 2,954 million in 2017, compared to USD 2,547 million in 2016 and USD 3,223 million in 2015. In 2017, expenses increased compared to 2016 mainly due to change in the internal allocation of gas transportation costs between E&P Norway and MMP. The change in internal allocation also increased the revenues due to a higher transfer price. In 2016, expenses decreased compared to 2015 mainly due to cost improvements and exchange rate development (NOK/USD).

 

Depreciation, amortisation and net impairment losses were USD 3,874 million in 2017, compared to USD 5,698 million in 2016 and USD 6,379 million in 2015. The decrease of 32% from 2016 to 2017 was mainly due to reversal of impairments in 2017 and impairments in 2016. The decrease of 11% from 2015 to 2016 was mainly due to reduced net impairments, exchange rate development (NOK/USD) and increased proved reserves, partially offset by ramp up of new fields in 2016.

 

Exploration expenses   were USD 379 million in 2017, compared to USD 383 million in 2016 and USD 576 million in 2015. The reduction from 2016 to 2017 was mainly due to lower field development activity and lower portion of previously capitalised exploration expenditures being expensed in 2017, partially offset by a lower portion of current exploration expenditures being capitalised. 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.

 

E&P International profit and loss analysis

Net operating income   in 2017 was positive USD 1,341 million, compared to negative USD 4,352 million in 2016 and negative USD 8,729 million in 2015. The positive development from 2016 to 2017 was caused primarily by higher oil and gas prices, and by net reversal of impairments in 2017 compared to net impairment losses in 2016. The positive development from 2015 to 2016 was caused primarily by less impairment losses, and also by lower operating expenses.

 

The average daily equity liquids and gas production (see section 5.6 Terms and abbreviations )   was 745 mboe per day in 2017, compared to 743 mboe per day in 2016 and 739 mboe per day in 2015. The minor increase from 2016 to 2017 was due to new wells in the US, particularly at Appalachian, as well as the effect of ramp-up of fields, mainly in Ireland and Algeria. The increase was partially offset by the divestment of Kai Kos Dehseh oil sands   and natural decline, primarily at mature fields in Angola. 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 partially offset by the divestment of Shah Deniz (Azerbaijan) and natural decline. 

 

The average daily entitlement liquids and gas production (see section 5.6 Terms and abbreviations )   was 588 mboe per day in 2017, compared to 592 mboe per day in 2016, and 580 mboe per day in 2015. Entitlement production in 2017 was down by 1% due to higher negative effect from production sharing agreements (PSA effect) and US royalties, mainly driven by higher prices. Entitlement production in 2016 was up by 2% due to the increased equity production as described above and a relatively lower PSA effect. The combined effect of production sharing agreements (PSA effect) and US royalties was 158 mboe, 151 mboe and 159 mboe per day in 2017, 2016 and 2015, 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)

2017

2016

2015

17-16 change

16-15 change

 

 

 

 

 

 

Revenues

9,219

6,623

7,135

39%

(7%)

Net income/(loss) from equity accounted investments

22

(100)

(91)

N/A

(10%)

Other income

14

134

1,156

(90%)

(88%)

 

 

 

 

 

 

Total revenues and other income

9,256

6,657

8,200

39%

(19%)

 

 

 

 

 

 

Purchases [net of inventory]

(7)

(7)

(10)

2%

(28%)

Operating, selling, general and administrative expenses

(2,804)

(2,923)

(3,391)

(4%)

(14%)

Depreciation, amortisation and net impairment losses

(4,423)

(5,510)

(10,231)

(20%)

(46%)

Exploration expenses

(681)

(2,569)

(3,296)

(74%)

(22%)

 

 

 

 

 

 

Net operating income/(loss)

1,341

(4,352)

(8,729)

N/A

50%

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2017      69


 

E&P International generated total revenues and other income of USD 9,256 million in 2017, compared to USD 6,657 million in 2016 and USD 8,200 million in 2015.

 

Revenues in 2017 were positively impacted primarily by higher realised liquids and gas prices, in addition to positive effects from reversal of provisions related to our operations in Angola of USD 754 million. The decrease from 2015 to 2016 was mainly caused by lower realised liquids and gas prices, partially offset by lower provisions relating to commercial disputes in 2016 compared to 2015.   For information related to the reversal of provisions and disputes, see note 23 Other commitments, contingent liabilities and contingent assets to the Consolidated financial statements.

 

Other income was USD 14 million in 2017, compared to USD 134 million in 2016 and USD 1,156 million in 2015. In 2017, other income was mainly related to proceeds from minor insurance claims. In 2016, other income was mainly related to proceeds from an insurance settlement. In 2015, other income consisted of gains from sales of assets, 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 increased by 39% in 2017. In 2016, total revenues and other income decreased by 19%.

 

Operating expenses and selling, general and administrative expenses   were USD 2,804 million in 2017, compared to USD 2,923 million in 2016 and USD 3,391 million in 2015. The 4% decrease from 2016 to 2017 was mainly due to portfolio changes and reduced provisions related to asset retirement. The decreases were partially offset by net losses from sale of assets in 2017, and higher royalties, costs related to preparation for operation for new fields and transportation expenses. 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.

Depreciation, amortisation and net impairment losses   were USD 4,423 million in 2017, compared to USD 5,510 million in 2016 and USD 10,231 million in 2015. The 20% decrease from 2016 to 2017 was caused primarily by net reversal of impairments in 2017, compared to net impairment losses in 2016. Net reversal of impairments amounted to USD 102 million in 2017, with the reversal of impairment related to an unconventional onshore asset in North America, caused by changes in US tax legislation, operational improvements and increased recovery rate, as the main contributor. In addition, depreciations decreased due to higher reserves estimates and effects from previous periods’ impairments, partially offset by production ramp-up from new fields.

 

The 46% decrease from 2015 to 2016 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. Net impairment losses amounted to USD 5,416 million in 2015, and were 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, depreciations decreased due to higher reserves estimates. The decreases were partially offset by start-up and ramp-up of production from new fields.

Exploration expenses were USD   681 million in 2017, compared to USD 2,569 million in 2016 and USD 3,296 million in 2015. The reduction from 2016 to 2017 was mainly due to net impairment of exploration prospects and signature bonuses in 2016 of USD 992 million compared with USD 82 million in 2017. Lower portion of capitalised expenditures from earlier years being expensed in 2017 of USD 60 million compared with USD 785 million in 2016 contributed to the reduction, in addition to less expensive wells drilled in 2017 despite higher exploration activity. This was partially offset by lower capitalization rate in 2017. The 22% reduction from 2015 to 2016 was mainly 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.

 

MMP profit and loss analysis

Net operating income was USD 2,243 million, USD 623 million and USD 2,931 million in 2017, 2016 and 2015, respectively. In 2017 net operating income was positively impacted by changes in fair value of derivatives and periodisation of inventory hedging effect of USD 365 million compared to negative impact of USD 1,072 million in 2016. Higher refinery margins and increased production from processing plants added to the total increase of USD 1,620 million from 2016 to 2017.

 

70 2     Statoil, Annual Report on Form 20-F 2017       


 

The decrease of USD 2,308 million from 2015 to 2016 was mainly due to lower fair value of derivatives and periodisation of inventory hedging effect of USD 1,072 million in 2016 compared to negative USD 21 million in 2015. Lower margins from processing and turnarounds in 2016 added to the decrease. The decrease is also impacted by the net reversal of impairment charges of USD 421 million in 2015.

Total natural gas sales volumes were 58.4 bcm in 2017, 52.9 bcm in 2016 and 52.6 bcm in 2015. The 10% increase in total gas volumes sold from 2016 to 2017 was related to higher entitlement production on the NCS and internationally, partially offset by lower sales of third party gas. The chart does not include any volumes sold on behalf of the Norwegian State's direct financial interest (SDFI).


 

In 2017, the average invoiced natural gas sales price in Europe was USD 5.55 per mmBtu, up 7% from 2016 (USD 5.17 per mmBtu). The 2016 average invoiced natural gas price in Europe was down 27% from 2015 (USD 7.08 per mmBtu).

 

In 2017, the average invoiced natural gas sales price in North Americas was USD 2.73 per mmBtu, up 28% from 2016 (USD 2.12 per mmBtu). The 2016 average invoiced natural gas sales price in North Americas was down 19% from 2015 (USD 2.62 per mmBtu).

 

All of Statoil's gas produced on the NCS is sold by MMP, purchased from E&P Norway 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 NCS transfer price for gas was USD 4.33 per mmBtu in 2017, an increase of 27% compared to USD 3.42 per mmBtu in 2016. The 2016 NCS transfer price was down 34% from 2015 (USD 5.17 per mmBtu).

 

Average crude, condensate and NGL sales were 2.2 mmbbl per day in 2017 of which approximately 1.01 mmbbl were sales of our equity volumes, 0.83 mmbbl sales of third-party volumes and 0.40 mmbbl sales of volumes purchased from SDFI. Our average sales volumes were 2.2 and 2.3 mmbbl per day in 2016 and 2015. The average daily third-party volumes sold were 0.80 and 0.79 mmbbl in 2016 and 2015

 

 

 

 

 

 


Statoil, Annual Report on Form 20-F 2017      71


 

MMPs refining margins were higher in 2017 than in 2016, and results were also impacted by higher production from the refineries. Statoil's refining reference margin was 6.3 USD/bbl in 2017, compared to 4.8 USD/bbl in 2016, an increase of 31%. The refining reference margin was 8.0 USD/bbl in 2015.

 

Income statement under IFRS

For the year ended 31 December

 

 

(in USD million)

2017

2016

2015

17-16 change

16-15 change

 

 

 

 

 

 

Revenues

59,017

44,847

57,873

32%

(23%)

Net income/(loss) from equity accounted investments

53

61

55

(14%)

12%

Other income

1

72

178

(98%)

(60%)

 

 

 

 

 

 

Total revenues and other income

59,071

44,979

58,106

31%

(23%)

 

 

 

 

 

 

Purchases [net of inventory]

(52,647)

(39,696)

(50,547)

33%

(21%)

Operating, selling, general and administrative expenses

(3,925)

(4,439)

(4,664)

(12%)

(5%)

Depreciation, amortisation and net impairment losses

(256)

(221)

37

16%

N/A

 

 

 

 

 

 

Net operating income/(loss)

2,243

623

2,931

>100%

(79%)

 

 

 

 

 

 

Total revenues and other income were USD 59,071 million in 2017, compared to USD 44,979 million in 2016 and USD 58,106 million in 2015.

 

The increase in revenues from 2016 to 2017 was mainly due to increase in prices for all products. The average crude price in USD increased by approximately 25% in 2017 compared to 2016.

 

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 due to significant increase in the forward curve in the oil and gas market.

 

Other income in 2017 was negligible. In 2016, other income was positively impacted by gain on sale of assets of USD 72 million, and in 2015 other income was positively impacted by gain on sale of assets of USD 178 million.

 

Because of the factors explained above, total revenues and other income increased by 31% from 2016 to 2017 and decreased by 23% from 2015 to 2016.

 

72 2     Statoil, Annual Report on Form 20-F 2017       


 

Purchases [net of inventory] were USD 52,647 million in 2017, compared to USD 39,696 million in 2016 and USD 50,547 million in 2015. The increase from 2016 to 2017 was mainly due to increase in price for all products. The decrease from 2015 to 2016 was mainly due to decrease in gas and crude prices.

  

Operating expenses and selling, general and administrative expenses were USD 3,925 million in 2017, compared to USD 4,439 million in 2016 and USD 4,664 million in 2015. The decrease from 2016 to 2017 was mainly due to a change in the internal allocation of gas transportation cost between MMP and E&P Norway, partially offset by higher maintenance cost on plants. The decrease from 2015 to 2016 was mainly due to lower transportation cost and cost reduction initiatives in 2016.

 

Depreciation, amortisation and net impairment losses amounted to a loss of USD 256 million in 2017, and a loss of USD 221 million in 2016 compared to an income of USD 37 million in 2015. The increase in depreciation, amortisation and net impairment losses from 2016 to 2017 was mainly caused by lower reversal of impairments in 2017 compared to 2016. Net reversal of impairments in 2017 was mainly related to refinery assets, impacted by expected lower cost base in the future cash flows. The increase in depreciation, amortisation and net impairment losses from 2015 to 2016 was mainly caused by net reversal of impairment charges of USD 421 million in 2015, related to our refineries.

 

Other operations

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

 

In 2017, the Other reporting segment recorded a net operating loss of USD 239 million compared to a net operating loss of USD 423 million in 2016 and a net operating loss of USD 129 million in 2015.

 

Statoil, Annual Report on Form 20-F 2017      73


 

2.10 LIQUIDITY AND CAPITAL RESOURCES

 

Review of cash flows

 

Statoil`s cash flow generation in 2017 was strong across the business and total cash flows increased by USD 2,234 compared to 2016.

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

Full year

(in USD million)

 

2017

2016

2015

 

 

 

 

 

Cash flows provided by operating activities

 

14,363

9,034

13,628

 

 

 

 

 

Cash flows used in investing activities

 

(9,678)

(10,446)

(14,501)

 

 

 

 

 

Cash flows provided by (used in) financing activities

 

(5,822)

(1,959)

(729)

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(1,137)

(3,371)

(1,602)

 

 

 

 

 

Cash flows provided by operating activities

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.

 

In 2017, cash flows provided by operating activities were increased by USD 5,329 million compared to 2016. The increase was mainly due to increased liquids and gas prices, combined with higher production and a reduction in working capital, partially offset by increased tax payments.

 

In 2016, cash flows provided by operating activities were reduced by USD 4,594 million compared to 2015. The decrease was mainly due to reduced liquids and gas prices, partially offset by lower taxes paid.

 

Cash flows used in investing activities

In 2017, c ash flows used in investing activities were reduced by USD 768 million compared to 2016. The decrease was due to decreased capital expenditures, partially offset by reduced proceeds from sale of assets and increased financial investments.

 

In 2016, cash flows used in investing were reduced by USD 4,055 million compared to 2015. The decrease was due to significantly lower capital expenditures, lower financial investments and reduced proceeds from sale of assets. 

 

Cash flows provided by (used in) financing activities

In 2017, cash flows used in financing activities were increased by USD 3,863 million compared to 2016. The cash outflow was mainly due to repayment of finance debt, partially offset by increased cash flow from collateral related to derivatives.

 

In 2016, cash flows used in financing activities increased by USD 1,230 million compared to 2015. The change is mainly due to reduced cash flow from finance debt, partially offset by reduced cash dividend due to the scrip dividend.

 

Financial assets and debt

Statoil's financial position is strong. The net debt to capital employed ratio before adjustments at year end decreased from 34.4% in 2016 to 27.9% in 2017. See section 5.2 for non-GAAP measures for net debt ratio. Net interest-bearing debt decreased from USD 18.4 billion to USD 15.4 billion. During 2017 Statoil's total equity increased from USD 35.1 billion to USD 39.9 billion, mainly due to a positive net income in 2017. Cash flows provided by operating activities increased in 2017 mainly due to increased prices. Cash flows used in investing activities were reduced in 2017, while cash flows used in financing activities increased. Statoil has paid out four quarterly dividends in 2017. For the fourth quarter of 2017 the board of directors will propose to the annual general meeting (AGM) to increase the dividend from USD 0.2201 to USD 0.23 per share. The two-year scrip dividend programme ended as planned with the third quarter 2017 dividend.   For further information, see note 17 Shareholders equity and dividends to the Consolidated financial statements.

74 2     Statoil, Annual Report on Form 20-F 2017       


 

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 to a variety of funding sources in respect of markets and instruments at all times, 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+ with a positive outlook and Aa3 with a stable outlook from S&P and Moody’s, respectively. The outlook from S&P was revised from “Stable” to “Positive” on 14 November 2017 based on stronger than expected cash flow generation year to date. 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. Statoil’s funding and liquidity activities are handled centrally.

 

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 2017, approximately 21% of Statoil’s liquid assets were held in USD-denominated assets, 21% in NOK, 32% in EUR, 10% in DKK and 15% in SEK, before the effect of currency swaps and forward contracts. Approximately 49% of Statoil’s liquid assets were held in treasury bills and commercial paper, 42% in time deposits, 3% in money market funds and 2% in bank deposits. As of 31 December 2017, approximately 3.8% 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 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.

 

Effective 14 December 2017,   Statoil bought back USD 2.25 billion of issued bonds. During 2017, Statoil issued no new bonds, while in 2016 new debt securities equivalent to USD 1.3 billion and in 2015 equivalent to USD 4.3 billion were issued. All the bonds are unconditionally guaranteed by Statoil Petroleum AS. For more information, see note 18 Finance debt to the Consolidated financial statements.

  

 

FINANCIAL INDICATORS

 

 

 

 

 

 

 

 

FINANCIAL INDICATORS

  For the year ended 31 December

(in USD million)

2017

2016

2015

 

 

 

 

 

Gross interest-bearing debt 1)

28,274

31,673

32,291

Net interest-bearing debt before adjustments

15,437

18,372

13,852

Net debt to capital employed ratio 2)

27.9%

34.4%

25.6%

Net debt to capital employed ratio adjusted 3)

29.0%

35.6%

26.8%

Cash and cash equivalents

4,390

5,090

8,623

Current financial investments

8,448

8,211

9,817

Ratio of earnings to fixed charges 4)

6.8

0.9

1.0

 

 

 

 

 

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)

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.

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2017      75


 

Gross interest-bearing debt

Gross interest-bearing debt was USD 28.3 billion, USD 31.7 billion and USD 32.3 billion at 31 December 2017, 2016 and 2015, respectively. The USD 3.4 billion net decrease from 2016 to 2017 was due to a decrease in non-current finance debt of USD 3.8 billion, offset by an increase in current finance debt of USD 0.4 billion. 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. Our weighted average annual interest rate was 3.50%, 3.41% and 3.39% at 31 December 2017, 2016 and 2015, respectively. Statoil’s weighted average maturity on finance debt was nine years at 31 December 2017, nine years at 31 December 2016 and nine years at 31 December 2015.

 

Net interest-bearing debt

Net interest-bearing debt before adjustments were USD 15.4 billion, USD 18.4 billion and USD 13.9 billion at 31 December 2017, 2016 and 2015, respectively. The decrease of USD 2.9 billion from 2016 to 2017 was mainly related to a decrease in gross interest-bearing debt of USD 3.4 billion, an increase of current financial investments of USD 0.2 billion offset by a USD 0.7 billion decrease in cash and cash equivalents. 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.

 

The net debt to capital employed ratio

The net debt to capital employed ratio before adjustments was 27.9%, 34.4% and 25.6% in 2017, 2016 and 2015 respectively.

 

The net debt to capital employed ratio adjusted (non-GAAP financial measure, see footnote three above) was 29.0%, 35.6% and 26.8% in 2017, 2016, and 2015, respectively.

 

The 6.5 percentage points decrease in net debt to capital employed ratio before adjustments from 2016 to 2017 was related to the decrease in net interest-bearing debt of USD 2.9 billion in combination with an increase in capital employed of USD 1.9 billion. 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 of USD 4.5 billion in combination with a decrease in capital employed of USD 0.7 billion.

 

The 6.6 percentage points decrease in net debt to capital employed ratio adjusted from 2016 to 2017 was related to the decrease in net interest-bearing debt adjusted of USD 3.1 billion in combination with an increase in capital employed adjusted of USD 1.7 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.

 

Cash, cash equivalents and current financial investments

Cash and cash equivalents were USD 4.4 billion, USD 5.1 billion and USD 8.6 billion at 31 December 2017, 2016 and 2015 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 8.4 billion, USD 8.2 billion and USD 9.8 billion at 31 December 2017, 2016 and 2015, respectively.

 

Investments

In 2017, 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 10.8 billion, of which USD 9.4 billion were organic capital expenditures. [5]    

 

In 2016, capital expenditures were USD 14.1 billion, of which organic capital expenditures amounted to USD 10.1 billion.

 

In Norway, a substantial proportion of our 2018 capital expenditures will be spent on ongoing development projects such as Johan Sverdrup, Johan Castberg, Martin Linge and Aasta Hansteen, in addition to various extensions, modifications and improvements on currently producing fields like Gullfaks, Oseberg and Troll.


[5] See section 5.2 for non-GAAP measures

 

76 2     Statoil, Annual Report on Form 20-F 2017       


 

 

Internationally, we currently estimate that a substantial proportion of our 2018 capital expenditure will be spent on the following ongoing and planned development projects: Mariner in the UK, Peregrino in Brazil, and onshore activity in the US.

 

Within renewable energy, a substantial proportion of our 2018 capital expenditure is expected to be spent on the Arkona offshore wind project in Germany.

 

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

 

As illustrated in section Principal contractual obligations later in this report , Statoil has 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 2018 is committed.

 

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.

 

Principal contractual obligations

The table summarises our principal contractual obligations, excluding derivatives and other hedging instruments, as well as, asset retirement obligations, which for the most part are expected to lead to cash disbursements more than five years in the future.

 

Non-current finance debt in the table represents principal payment obligations, including interest obligation. Obligations related to an ownership interest and the transport capacity cost for a pipeline and exceeding Statoil ownership in unconsolidated equity affiliates are included as part of the other long-term commitments.

Statoil, Annual Report on Form 20-F 2017      77


 

As at 31 December 2017

Principal 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 finance debt- principal and interest 2)

3,763

5,165

4,521

22,925

36,375

Minimum operating lease payments 3)

1,961

2,477

1,649

2,014

8,101

Nominal minimum other long-term commitments 4)

1,548

2,727

2,043

5,563

11,881

 

 

 

 

 

 

 

Total contractual obligations

7,273

10,370

8,213

30,502

56,357

 

 

 

 

 

 

 

1)

"Less than 1 year" represents 2018; "1-3 years" represents 2019 and 2020, "3-5 years" represents 2021 and 2022, while "More than 5 years" includes amounts for later periods.

2)

See note 18  Finance debt to the Consolidated financial statements. The main differences between the table and the note is interest.

3)

See note 22 Leases to the Consolidated financial statements.

4)

See note 23 Other commitments and contingencies to the Consolidated financial statements.



Statoil had contractual commitments of USD 6,012 million at 31 December 2017. 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 8,286 million, and the fair value of plan assets amounted to USD 5,687 million as of 31 December 2017. 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 2.10 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.

 

78 2     Statoil, Annual Report on Form 20-F 2017       


 

2.11 RISK REVIEW

 

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:

Oil and natural gas prices risks

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.

 

Proved reserves and expected reserves calculation risks

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

Statoil, Annual Report on Form 20-F 2017      79


 

proved reserves. For fields governed by production sharing agreements (PSAs), a lower price may lead to higher entitlement to the 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.

 

Technical, commercial and country specific risks

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 licence agreements. These risks may adversely affect Statoil’s current operations and financial results, and its long-term replacement of reserves.

 

Decline reserves risks

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 a 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’s US onshore portfolio contains significant amount of undeveloped resources that depend on Statoil’s ability to develop these successfully. If commodity prices are low over a sustained period of time, this may result in Statoil deciding not to develop these resources or at least deferring development awaiting improved prices. Additionally, the development of these resources is subject to Statoil ability to continue to deliver on its US onshore strategy to enhance value and create robust developments.

 

Health, safety and environmental risks

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 incidents. Both onshore and offshore operations and transportation are subject to interruptions, restrictions or termination by government authorities based on safety, environmental or other considerations.

 

The transition to a lower carbon economy risks

The transition to a lower carbon economy, and the physical effects of climate change, could impact Statoil’s business.

The transition to a low-carbon energy future poses fundamental strategic challenges for the oil and gas industry. The company review and monitor climate change-related business risks and opportunities, whether political, regulatory, market, physical or related to reputation impact. To assess climate-related business risk, Statoil uses tools such as internal carbon pricing, scenario planning and stress testing of the project portfolio against various oil and gas price assumptions. Statoil monitors technology developments and changes in regulation and assesses how these might impact the oil and gas price, the cost of developing new assets and the demand for oil and gas and opportunities in renewable energy and low carbon solutions.

80 2     Statoil, Annual Report on Form 20-F 2017       


 

 

Regulatory and climate policy risk: Statoil expects and is preparing for regulatory changes and policy measures targeted at reducing greenhouse gas emissions. Stricter climate regulations and climate policies could impact Statoil's financial outlook, whether directly through changes in taxation and regulation, or indirectly through changes in consumer behaviour. 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 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.

 

Globally, Statoil expects greenhouse gas emission costs to increase from current levels beyond 2020 and to have a wider geographical range than today. To be prepared for a potential increased carbon price, Statoil uses an internal carbon price of minimum USD 50 for all projects after 2020 as part of the investment analysis and as a basis for investment decisions. In countries where a higher carbon price is used and/or predicted, a higher price is used in the investment analysis. Other regulatory risks related to climate change include potential direct regulations, for example measures to improve energy efficiency such as fuel efficiency standards (e.g. in the EU) and requirements to assess the use of power from shore for new offshore developments at the Norwegian Continental Shelf. This could impact Statoil’s operational costs. Climate-related policy changes may also reduce access to prospective geographical areas for exploration and production in the future, which could impact Statoil’s ability to replace reserves.

 

Market-related risk: There is continuing uncertainty over demand for oil and gas after 2030, due to factors such as technology development, climate policies, changing consumer behaviour and demographic changes. Statoil uses scenario analysis to outline different possible energy futures. Technology development and increased cost-competitiveness of renewable energy and low-carbon technologies represent both threats and opportunities for Statoil. As an example, the development of battery technologies could allow 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 and/or costs of renewable energy were to significantly decrease. On the other hand, Statoil’s renewable energy business could be impacted if such subsidies were reduced or withdrawn. As such, there is significant uncertainty regarding the long-term implications to costs and opportunities for Statoil in the transition to a lower-carbon economy.

 

Reputational impact: Increased concern over climate change could lead to increased litigation against fossil fuel producers, as well as a more negative perception of the oil and gas industry. The latter could impact talent attraction and retention.

 

Physical climate risk factors: 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. Although Statoil’s facilities are designed to withstand extreme weather events, there is significant uncertainty regarding the magnitude of impact and time horizon for the occurrence of physical impacts of climate change, which leads to considerable uncertainty regarding the potential impact on Statoil. As most of Statoil’s physical assets are located offshore, the most relevant potential physical climate impact is expected to be rising sea level.

 

Portfolio sensitivity test: To assess energy transition-related risks, Statoil has analysed the sensitivity with changing the oil and gas prices and keeping other parameters constant, 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 2017” report. The sensitivity analysis demonstrated a positive impact of around 20% on Statoil’s net present value (NPV) when replacing Statoil’s price assumptions as of 1 December 2017 with the price assumptions in the IEA’s New Policies Scenario, a positive impact of 42% when using the price assumptions in the Current Policies Scenario, and a negative NPV impact of approximately 13% when using the price assumptions in the Sustainable Development Scenario. This sensitivity analysis is based on Statoil’s and the IEA’s energy scenario assumptions which may not be accurate and which are likely to develop over time as new information becomes available. Scenarios should not be mistaken for forecasts or predictions. Accordingly, there can be no assurance that the assessment, which is presented in more detail in Statoil ASA’s 2017 Sustainability report, is a reliable indicator of the actual impact of climate change on Statoil’s portfolio.

 

Hydraulic fracturing risk

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 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.

Statoil, Annual Report on Form 20-F 2017      81


 

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.

 

Security threats and Cyber-attacks risks

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 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.

 

Crisis management systems risks

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.

 

Increased competition risks

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 licence 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.

 

Project deve lopment and production activities risks

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 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.

 

Strategic objective risks

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

82 2     Statoil, Annual Report on Form 20-F 2017       


 

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.

 

Limited transportation infrastructure risks

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.

 

International political, social and economic risks

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.

 

International governmental and regulatory framework risks

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 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

 

Statoil, Annual Report on Form 20-F 2017      83


 

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.

 

International tax regimes risks

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.

 

Foreign exchange risks

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

Statoil's business faces foreign exchange risks. 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.

 

Trading and supply activities risks

Statoil is exposed to risks relating to trading and supply activities

Statoil is engaged in 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.

 

Failure to comply with anti-corruption, anti-bribery laws and Statoil Code of Conduct risks

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.

 

Inadequate insurance coverage risk

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.

 

Inefficient operations and lack of new technology risks

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.

 

Failure to secure capable and competent workforce risk

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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International sanctions and trade restrictions risks

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

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

Sanctions and trade restrictions are often complex and changes in these laws and regulations can come about on short notice and be hard to predict. For example in 2017 there have been trade sanctions targeting certain activity in Venezuela where Statoil has activities.

While this remains the case, Statoil's business portfolio is evolving and will constantly be subject to review.

 

New or additional trade sanctions could be imposed on countries where we have business activities. Statoil could in the future decide to take part in new and additional business activity where sanctions and trade restrictions are particularly relevant.

 

While Statoil remains committed to do business in compliance with 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 of applicable laws could result in substantial civil and/or criminal penalties and could materially adversely affect Statoil's business and results of operations or financial condition.

Statoil holds an interest in several on- and offshore oil and gas projects in Russia. Most of these projects result from a strategic cooperation with Rosneft Oil Company (Rosneft) initiated in 2012. In each of these projects, Rosneft holds the majority interest. A minority of the projects are in Arctic offshore and/or deep-water areas. The Norwegian, EU and U.S. sanctions adopted on Russia target several sectors – including the financial and energy sector. Accordingly, certain Russian energy companies have been particularly targeted under the sanctions – including Rosneft. This being the case, the sanctions in place affect the way Statoil conducts its business in the country. Moreover, Statoil’s ability to continue to progress its projects in Russia is in part relying on government authorizations as well as the future of sanctions and trade controls. While Statoil continues to pursue its business in Russia within existing sanctions and trade controls, possible future developments could impact Statoil’s ability to continue and conclude these projects as earlier envisaged. 

 

In Venezuela, Statoil is a 9,67% shareholder in the mixed company Petrocedeno majority owned by Venezuelan national oil company PDVSA. In addition, Statoil holds a 51% interest in a gas licence offshore Venezuela. During 2017, various sanctions and trade controls have been adopted targeting certain Venezuelan individuals as well as the Government of Venezuela and PDVSA. The sanctions and trade controls in place restrict the way in which Statoil can conduct its business in the country. The current sanctions and trade restrictions, alone or in combination with other factors, could in the future further negatively impact Statoil’s position and ability to continue its business projects in Venezuela.

  

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 licences have been abandoned. The cost recovery programme 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 2017 Statoil paid the equivalent of USD 0.01 million in tax to Iranian authorities. Also during 2017 Statoil paid the equivalent of USD 713 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 2017 paid a tax obligation of USD 5.13 million equivalent in Iranian Rial to the local tax authorities. The amount was settled towards historical recoverable costs from NIOC to Statoil.

 

Statoil has 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 earned no net profit from the aforementioned 2017 activities. Payments of the above-mentioned nature may also be made in 2018, in relation to Statoil’s continued efforts to settle all remaining obligations.

 

Statoil, Annual Report on Form 20-F 2017      85


 

Legal and regulatory  risks

Health, safety and environmental laws and regulations risks

Compliance with health, safety and environmental laws and regulations that apply to Statoil's operations could materially increase Statoil’s 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:

·           higher price on greenhouse gas emissions

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

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

·           decommissioning obligations and related costs

·           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. However, more stringent climate change regulations could also represent business opportunities for Statoil. For more information about climate change related legal and regulatory risks, see the risks described under the heading “The transition to a lower carbon economy, and the physical effects of climate change, could impact Statoil’s business” in Risks related to our business in Risk Factors in this section 2.7 Corporate.

 

Statoil's investments in US onshore producing assets will be subject to evolving regulations that could affect these operations and their profitability. In the United States, Federal agencies have taken steps to rescind, delay, or revise regulations seen as overly burdensome to the upstream oil and gas sector, including methane emission controls. Statoil supports Federal regulation of methane emissions and is operating in compliance with all current requirements. To the extent new or revised regulations impose additional compliance or data gathering requirements, Statoil could incur higher operating costs. Statoil has also joined voluntary emission reduction programs (One Future and API’s Environmental Partnership) and implemented a climate roadmap to reduce CO2 and methane emissions.

 

Supervision, regulatory reviews, and financial reporting risks

Statoil conducts business in many countries and its products are marketed and traded worldwide.  Statoil is exposed to risk of supervision, review and sanctions for violations of laws and regulations at the supranational, national and local level. These include, among others, laws and regulations relating to financial reporting, taxation, bribery and corruption, securities and commodities trading, fraud, competition and antitrust, safety and the environment, and labour and employment practices. Statoil is exposed to changes in those laws and regulations and to the outcome of any investigations conducted by regulatory and supervisory authorities.  Violations of the applicable laws and regulations may lead to legal liability, substantial fines and other sanctions for noncompliance.

 

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 previously published financial statements and future accounting practices. In addition, failure in our external reporting to report data accurately and in compliance with applicable standards could result in regulatory action, legal liability and damage to our reputation.

 

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

86 2     Statoil, Annual Report on Form 20-F 2017       


 

 

Failure to remediate a material weakness relating to operational effectiveness in our Internal Control over Financial Reporting could cause our internal control over financial reporting to be ineffective again in the future.

 

Management and external auditor have concluded that Statoil's internal control over financial reporting as of 31 December 2017 was not effective due to the existence of a material weakness in our controls and procedures for the identification, assessment and timely and appropriate communication to the Board Audit Committee of questions or concerns (including allegations of misconduct) raised by employees in connection with termination of their employment relating to issues that could potentially have a material impact on our Consolidated financial statements and internal controls over financial reporting (otherwise than through Statoil’s external Ethics help line established by the Board Audit Committee). The allegations were subject to thorough investigations with external advisors, and no material misstatements were identified. There has been no effect on the 2017 Consolidated financial statements, or earlier periods, related to this matter.

 

Failure to remediate the material weakness could cause our internal control over financial reporting to be ineffective again in the future and could cause investors to lose confidence in our reported financial information and potentially impact our share price. See section 3.10 Controls and procedures.

 

Political and economic policies of the Norwegian State risks

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.

 

Statoil’s shareholder alignment risks

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 2017. 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.

 

Statoil, Annual Report on Form 20-F 2017      87


 

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

 

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

·           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

 

Risk is managed in the business line and is an integral part of any manager’s responsibility. However, to ensure optimal corporate solutions, 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, 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 and methodology. 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.

 

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 related to activities in 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 could be subject to specific regulations)

 

Managing financial risk

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

 

Statoil's business activities expose the group to financial risk. Using a holistic approach, correlations between the most important market risks and the natural hedges inherent in Statoil’s portfolio are taken into account. This approach allows Statoil to reduce the number of risk management transactions and avoid sub-optimisation.

 

Statoil's activities expose the company to financial risks such as 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.

 

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). The business areas for marketing and trading commodities are responsible for managing commodity-based price risks within mandates. Interest, liquidity, liability and credit risks are managed by the company's central finance department. All major strategic transactions are required to be coordinated at corporate level.

  

The main factors influencing Statoil’s operational and financial results include : the level of crude oil and natural gas prices, trends in the exchange rates 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.

 

88 2     Statoil, Annual Report on Form 20-F 2017       


 

Statoil’s operational and financial 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 2017, 2016 and 2015. 

 

Yearly average

2017

2016

2015

 

 

 

 

Average Brent oil price (USD/bbl)

54.2

43.7

52.4

Average invoiced gas prices - Europe (USD/mmBtu)

5.6

5.2

7.1

Refining reference margin (USD/bbl)

6.3

4.8

8.0

USD/NOK average daily exchange rate

8.3

8.4

8.1

 

 

 

 


The illustration shows the indicative full-year effect on the financial result for 2018 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 could result in impairments on certain producing and development assets in the portfolio. See note 10 Property, plant and equipment to the Consolidated financial statements for sensitivity analysis related to impairments.

 

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

 

Fluctuating foreign exchange rates can also 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 section 2.7 Corporate under Taxation of Statoil.

 

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 24% in 2017 to 23% in 2018). 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 24% in 2017 to 23% in 2018) based on the full amounts received.

 

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.

 

90 2     Statoil, Annual Report on Form 20-F 2017       


 

2.12 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 ambition 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.

 

Our total serious incident frequency (SIF), including both actual and potential incidents, was 0.6 incidents per million hours worked, a decrease compared to 0.8 in 2016. We had no serious incidents with major accident potential in 2017 .

 

Total recordable injuries per million hours worked (TRIF) was 2.8 in 2017, compared to 2.7 [6]  in 2016.


 

In 2017, the total number of serious oil and gas leakages (with a leakage rate above 0.1 kg per second) was 16, down from 18 in 2016. None of the serious oil and gas leakages ignited. We experienced a 50% reduction (i.e. from 6 to 3) in the number oil and gas leakages in our onshore operations in Norway and Denmark compared to 2016. The number outside of Norway and Denmark remained at a similar level in 2017 as for 2016.

 

For the period 2012 to 2016 our performance showed a reduction in the number of oil spills per year.  For 2017 the number of oil spills increased to 206 compared to 146 in 2016. The main contributor to this increase was our onshore activities in the US. Three initiatives have been mounted to reduce the number of leaks and spills: a programme to proactively identify and prevent leaks and spills; enhanced control of technical integrity before start-up/restart at facilities; and strengthening of suppliers’ commitment through training and follow-up.

 

The total volume of oil spills decreased from 61 m³ in 2016 to 34 m³ in 2017. The largest spill was an 8 m³ leak of gasoil from a pressure relief valve at the Kalundborg refinery in Denmark of which 5 m³ were collected by secondary barriers.

 

Security is an important consideration for the energy industry and we assess security threats and risks on a continuous basis to achieve effective and proportionate security risk management. We had no serious security incidents in 2017.

 

In 2017, we launched the “I am Safety” programme to further strengthen safety and security performance. The focus is on strengthening personal commitment by increasing engagement, visibility and awareness of individually relevant safety and security factors.

 

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.


[6] The TRIF for 2016 has been restated due to misreporting of man hours worked.  It was previously reported as 2.9


 

 

The most significant risk factors related to the work environment are noise, ergonomics, chemical risk as well as psychosocial conditions.

 

The sickness absence rate for Statoil ASA employees increased slightly from 4.3% in 2016 to 4.6% in 2017.

 

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 Celsius compared to pre-industrial levels by 2100.

 

The transition towards a lower carbon economy is underway. During 2017, Statoil embedded our response to climate change into our sharpened business strategy. Statoil aims to develop a high value, lower carbon portfolio that will be robust to future fluctuations in energy prices and potentially higher carbon costs.

 

Statoil’s Climate roadmap, launched in March 2017, explains how Statoil expects to deliver on the strategic ambition to create a low carbon advantage and develop the business by 2030 in support of the ambitions in the Paris climate agreement and of the United Nations Sustainable Development Goals 7 (Ensure access to affordable, reliable sustainable energy for all) and 13 (Take urgent action to combat climate change and its impacts).

 

To implement the Climate roadmap, Statoil focuses on three broad areas:

§    realising a lower carbon oil and gas portfolio

§    building an industrial position in new energy

§    stress testing and transparent reporting

 

Statoil applies an internal carbon price of minimum USD 50 per tonne carbon dioxide equivalents from 2020 to all potential projects and investments. In countries where the actual carbon price is higher than USD 50 (e.g. in Norway), Statoil uses the actual price and predicted future carbon price in the investment analysis.

 

During 2017, climate principles were further embedded into the decision-making process by including a corporate-wide requirement for the assessment of the carbon intensity and emission reduction opportunities for all potential projects and investments.

 

The work to reduce CO 2 emissions and emission intensity from Statoil-operated assets continued, and a plan of action for international partner operated activities was initiated.

 

Statoil aims to achieve, by 2030, annual carbon dioxide (CO 2 ) emissions reductions of 3 million tonnes compared to emission levels at the start of 2017 [7] through continued energy efficiency measures and use of low carbon energy sources.

 

2017 performance

Statoil’s upstream CO 2 intensity improved from 10kg/boe in 2016 to 9kg/boe in 2017, mainly due to our exit from our activity in the Canadian oils sands and increased export of gas from the electrified Troll field. Total CO 2 emissions increased slightly from 14.8 million tonnes in 2016 to 14.9 million tonnes in 2017 .  



[7] Statoil is aiming to achieve, by 2030, annual CO2 emissions that are 3 million tonnes less than they would have been, had no reduction measures been implemented between 2017 and 2030.

92 2     Statoil, Annual Report on Form 20-F 2017       


 

 

 

Direct greenhouse gas emissions (so called Scope 1 emissions) remained at the same level in 2017 as for 2016, at 15.4 million tonnes CO 2 equivalents. Greenhouse gas emissions include carbon CO 2 and methane (CH 4 ), where CO 2 constitutes the largest part. Methane (CH 4 ) emissions decreased from 24.2 thousand tonnes in 2016 to 22.2 thousand tonnes in 2017.

 

Several CO 2 emission reduction initiatives were implemented in 2017, amounting to a total of around 360,000 tonnes of CO 2 . The largest contributor was energy efficiency measurements at Hammerfest LNG.

   

Growth opportunities for Statoil within renewables and new energy solutions include both commercial investments and research and development (R&D). Statoil is engaged in offshore wind projects, carbon capture and storage, solar and hydrogen projects. Statoil’s capital expenditure in new energy solutions during 2017 was in line with our ambition . In 2017 approximately 18% of Statoil’s expenditure on R&D efforts addressed energy efficiency, carbon capture and renewables.

 

Climate-related risk and disclosure: The Task Force on Climate-related Financial Disclosures

The Climate roadmap serves to enhance our disclosure on climate-related business risks, in line with the recommendations put forward by the Financial Stability Board’s Task Force on Climate-related Financial Disclosure (TCFD), which is supported by Statoil. In 2017, we joined the TCFD Preparer Forum for oil and gas companies to engage with the Task Force on efficient and feasible ways to implement the TCFD recommendation for disclosure.

 

Executing the company’s climate ambition is a line responsibility. However, the Corporate Sustainability Unit is responsible for monitoring progress on the Climate roadmap and reporting on sustainability and climate risk issues and performance at group level, to the corporate executive committee and the board of directors.

 

Statoil regularly assesses climate-related business risk, whether political, regulatory, market, physical or related to reputation, as part of the enterprise risk management process. This includes assessment of both upsides and downsides. Statoil uses tools such as internal carbon pricing, scenario analysis and sensitivity analysis of the project portfolio against various oil and gas price assumptions. We monitor technology developments and changes in regulation and assess how these might impact the oil and gas price, the cost of developing new assets and the demand for oil and gas and opportunities in renewable energy and low carbon solutions.

 

A detailed overview of climate-related risk factors, and the results of stress testing our portfolio against the International Energy Agency (IEA) scenarios, are provided in section 2.11 Risk review under Risk Factors in this report.

 

On a regular basis, the corporate executive committee and board of directors review and monitor climate change-related business risks and opportunities. In 2017, the board discussed climate-related issues in four out of eight meetings (including one risk update), and the safety, sustainability and ethics committee discussed climate-related issues in all of the five committee meetings held.

 

Stakeholder engagement 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. We are members of the CEO-led Oil and Gas Climate Initiative. Through our participation in the government-led Climate and Clean Air Coalition’s Oil and Gas Methane Partnership 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 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 2017. And through our membership in the OGCI and World Business Council for Sustainable Development 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.

 

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 withdrawal increased from 13.5 million cubic metres in 2016 to 14.8 million cubic metres in 2017. The main contributor to this increase was the higher number of wells fracked, relative to 2016, 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.

 

Statoil, Annual Report on Form 20-F 2017      93


 

Nitrogen oxide emissions were 40 thousand tonnes in 2017, up from 39 thousand tonnes in 2016. The increased drilling and well stimulation activity was the main contributor to this increase. Sulphur oxide emissions were 1.7 thousand tonnes, down from 1.8 thousand tonnes in 2016. The main contributor to this reduction was the exit, during 2017, from our Canadian oil sands projects activities. Total emissions of non-methane volatile organic compounds remained at the same level in 2017 as in 2016, at 49 thousand tonnes.

 

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 2017 we saw a 32% reduction in the volume of hazardous waste generated, from 438 thousand tonnes in 2016 to 296 thousand tonnes in 2017. The main contributor to this volume decrease was less drilling and well start-up activities, on the Norwegian continental shelf, at locations without treatment facilities for oil contaminated water. As such less untreated oil contaminated water was sent to shore for treatment.  The hazardous waste recovery rate was slightly lower in 2017, at 83% compared to 84% in 2016.

 

For our US onshore operations in 2017, 105 thousand tonnes of drill cuttings and solid waste were sent to landfill, and around 4.7 million cubic meters of produced and flow back water was directed to deep well disposal. These waste types are exempt from US hazardous waste regulations.

 

In 2017 the volume of non-hazardous waste generated for all Statoil operated assets was 34 thousand tonnes, compared to 50 tonnes in 2016. The recovery rate was 71% in 2017 compared to 56% in 2016. The decrease in the volume generated and the increase in the recovery rate is mainly attributed to the divestment of our oil sands projects in Canada.

 

R egular discharges of oil to water were 1.2 thousand tonnes in 2017, compared to 1.4 in 2016. This reduction is attributed to a combination of turnaround activity during 2017, reducing production levels, and operational measures at several assets that have reduced the volume of produced water discharged to sea, and reduced the oil in water content of the discharged water.

 

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 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. During 2017 a new compliance annex, covering human rights and anti-corruption standards for suppliers, was introduced for use in new contracts.  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.

 

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.

 

During 2017, Statoil continued to focus on strengthening our health and safety performance. Statoil also continued efforts to strengthen the diversity of its workforce, taking into account gender, nationality, background, ethnicity, competence, age and preferences. Work also continued on the strengthening of Statoil’s centralised governance of remuneration and benefits to ensure they are both fair and attractive.

 

In 2017, Statoil continued the strengthening of its processes for managing human rights in our supply chain and on raising awareness through training. We conducted 41 verifications across 16 countries in 2017. Over 260 employees attended classroom training on human rights in the supply chain.  A compliance appendix, covering human rights and anti-corruption standards for suppliers, was introduced for use in new contracts.  Work was started on supporting guidance that will be introduced in 2018.

 

In 2017, 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.

94 2     Statoil, Annual Report on Form 20-F 2017       


 

 

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.  Over 500 staff and consultants registered for the human rights e-learning awareness training during 2017.  Other training initiatives, during 2017, included human rights focus sessions on the agenda of various management meetings, reaching a total of 42 leaders across the company. Statoil also started the development, during 2017, of a human rights training course to be used company-wide, that can be tailored for use with specific target groups.

 

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 businesses 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), and supports Transparency International Norway. In 2017 Statoil actively participated in the Norwegian national EITI multi-stakeholder group and on the international EITI board through its board member. Statoil also engaged with local and national organisations in other EITI implementing countries, and provided USD 60,000 in financial support to the international EITI. Statoil also participated in a multi-stakeholder working group organised by Transparency International in preparation of the report Ten Anti-corruption principles for state-owned enterprises, published in November 2017.

 

Statoil believes that doing business in an ethical and transparent manner is a prerequisite for sustainable business. Statoil has a zero-tolerance policy towards all forms of corruption. This policy is embedded across the company through Statoil’s values, the Code of Conduct and the Anti-corruption compliance programme. The Code of Conduct (the Code) prohibits all forms of corruption and bribery, including facilitation payments.

 

The Code reflects Statoil’s values and its commitment to high ethical standards in business activities. It describes the company’s requirements in areas such as anti-corruption, anti-money laundering, fair competition, human rights and a non-discriminatory working environment with equal opportunities. It applies to all Statoil employees, board members, hired personnel and those performing services for or on behalf of Statoil.

 

Statoil seeks to work with others who share the company’s commitment to business integrity and who have codes of conduct consistent with the 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’s due diligence vetting process is risk-based, allowing us to dedicate 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, procedures and controls that are consistent with Statoil’s own standards.

 

All Statoil employees have to confirm annually that they understand and will comply with the Code. The purpose of such confirmation is to remind each individual employee about the duty to comply with Statoil’s values and ethical requirements. Failure to comply with the Code may be met with disciplinary measures, including termination of the contractual relationship with Statoil.

 

Statoil’s Anti-Corruption Compliance Programme summarises the standards, requirements and procedures implemented to comply with applicable laws and regulations and to uphold our high standard of doing business ethically. A global network of compliance officers is integrated into our business activities to ensure that appropriate consideration is given to ethics and anti-corruption in Statoil’s business activities, regardless of where they take place.

 

We expect and encourage anyone who becomes aware of a possible violation of the Code, Statoil policies or applicable law, to report their concerns in a prompt and responsible manner. Indeed, 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 2017, we received 107 cases through the Ethics Helpline, compared to 51 in 2016.

 

Statoil, Annual Report on Form 20-F 2017      95


 

2.13 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 collaborative working environment, promoting diversity, inclusion and equal opportunities for all employees.

 

Empowered people are a key enabler for realising Statoil’s sharpened strategy.  In 2017, we started to implement our new people and leadership strategy designed to ensure we have the right skills and capabilities in place going forward. The foundation for the strategy’s guiding principles is our commitment to safety supported by our people processes; a consistent presence in talent markets; a company culture which embraces digitalisation; building flexibility within the workforce and growing diversity.

In 2017, we enhanced our performance management approach to further develop a performance development culture at Statoil. Our main goal is to build a stronger culture of continuous feedback, coaching and development. Instead of focusing on backward looking annual ratings, we are focused on continuous real-time feedback, strength based development and reward and talent outcomes based on multiple inputs. People@Statoil is our common process for people development, deployment, performance, and reward. It is an integrated part of performance development and applies to all employees.

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 focus on people development has continued throughout 2017 and the activity level has been closely monitored in our people development key performance indicator (KPI) at both corporate and business area levels. This KPI sets the ambition level for both our corporate university and internal job market.

 

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. Recognising that digitalisation and automation will transform the way we work in the coming years we established a new digital academy, in our corporate university, to build digital skills across the organisation. In addition, our platform for learning and content delivery has been upgraded with the implementation of a new learning management system, supporting our ambition of making engaging and virtual learning available for all. The average training days for employees in 2017 increased to 3.9 (from 3.2 in 2016) for formal learning. Our ambition is to increase the learning activity level further to support the development of our people.

 

 

Number of employees

Women

Permanent employees and percentage of women in the Statoil group

2017

2016

2015

2017

2016

2015

 

 

 

 

 

 

 

Norway

17,632

18,034

18,977

30%

30%

30%

Rest of Europe

947

838

855

25%

28%

29%

Africa

78

78

98

37%

36%

35%

Asia

69

73

97

52%

59%

36%

North America

1,174

1,230

1,265

33%

35%

35%

South America

345

286

289

35%

37%

38%

 

 

 

 

 

 

 

Total

20,245

20,539

21,581

30%

31%

30%

 

 

 

 

 

 

 

Non-OECD

599

541

590

37%

40%

40%

96 2     Statoil, Annual Report on Form 20-F 2017       


 

Total workforce by region, employment type and new hires in the Statoil group in 2017

 

 

 

 

 

 

 

 

Geographical Region

Permanent employees

Consultants

Total Workforce 1)

Consultants (%)

Part time (%)

New hires

 

 

 

 

 

 

 

 

Norway

17,632

493

18,125

3%

3%

213

Rest of Europe

947

84

1,031

8%

2%

168

Africa

78

2

80

3%

0%

7

Asia

69

4

73

5%

0%

7

North America

1,174

201

1,375

15%

0%

231

South America

345

4

349

1%

0%

79

 

 

 

 

 

 

 

 

Total

20,245

788

21,033

4%

3%

705

 

 

 

 

 

 

 

 

Non-OECD

599

10

609

2%

NA

106

 

 

 

 

 

 

 

 

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 2017.

EMPLOYEES IN STATOIL

The Statoil group employs 20,245 employees. Of these, approximately 17,600 are employed in Norway and approximately 2,600 outside Norway.

 

Statoil works systematically to build a diverse workforce by attracting, recruiting, developing and retaining people of every gender and different nationalities and age groups across all types of positions. In 2017, 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 2017, 71% of new hires in Statoil were non- Norwegians and 27% were women.

 

We believe that the global competition for talent in key development areas will grow over the coming years. We remain the employer of choice for engineering students and professionals in Norway, according to the annual Norwegian Universum Employer Attractiveness ranking.

  

During 2017 we continued to strengthen our entry level talent programmes. Our corporate graduate programme was revised into a two-year accelerated development programme spanning all geographies and professions, encompassing an introduction programme, networking activities, learning events and field trips, rotations and mentoring. This programme accelerates the development of young professionals and builds a strong understanding of Statoil’s value chains. In 2017, we recruited 69 graduates (of which 26 were women). At the end of 2017 we had 143 graduates (including 57 women) in Statoil.

 

In addition, our company-wide annual intake of apprentices reflects our long-term commitment to the education and training of young technicians and operators in our industry. In 2017, we awarded 139 apprenticeships, of which 45 were to women. The total number of apprentices at year end was 291 (including 85 women). In 2017, Statoil launched a subsurface internship programme pilot. This offers 30 newly graduated candidates a one year stay with us to build experience and help the transition from studies to working life.

 

Our annual Global People Survey (GPS), which addresses issues relevant to employee’s well-being and performance had a noticeably high response rate of 88% in 2017.  Employees’ responses reflected continued engagement for working with Statoil [8] , with a score of 75 out of 100, compared to 72 out of 100 in 2016. [9]  This score exceeded the corporate engagement KPI target. Employees reported an overall score of 71 out of 100 for competence and people development which is a good score. Our ambition is to strengthen this even further in 2018.

 

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 2017. The information about people policies applies to Statoil ASA and its subsidiaries.

 

 


[8] The overall people engagement scoring reflects employee satisfaction, enthusiasm and pride associated with working for Statoil. The scoring is based on feedback received through an annual survey sent out to all employees.

[9] During 2017 the Global People Survey (GPS) questionnaire scale was changed from 1-6 to 1-10 and the reporting index was changed to 0-100.  Historical data have therefore been converted to enable trend reporting.

Statoil, Annual Report on Form 20-F 2017      97


 

Equal opportunities

We are committed to building a workplace that promotes diversity and aspire for Statoil to be an inclusive workplace where all individuals can share their perspectives, be themselves and develop and thrive in a safe working environment.

 

During 2017, we continued to analyse the diversity of our pipeline, at all levels and in all locations, to ensure continued improvement in our representation. In 2017, the overall percentage of women in the company was 30%. The percentage of women in the board of directors is 40% (33% among the employee representatives and 43% among members elected by the shareholders). In the corporate executive committee, the female representation remained at 27%. The percentage of women in leadership positions was 28% in 2017. We continue to pay close attention to male-dominated positions and discipline areas, and in 2017 the proportion of female engineers remained stable at 27% in Statoil ASA. We will work actively to increase these numbers in 2018 through our development programmes, such as the local talent programme, as part of a broader diversity and inclusion agenda.

 

Unions and representatives

We believe in involving our people and their appropriate representatives in the development of the company. 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.

 

In 2017, we continued to have close cooperation with employee representatives in Norway discussing strategic matters such as changes to our people performance evaluation, organisational changes and ongoing safety improvement work. Such dialogues provide valuable perspectives and better decisions.

 

98 2     Statoil, Annual Report on Form 20-F 2017       


 

3  CORPORATE GOVERNANCE

  

 

Statoil, Annual Report on Form 20-F 2017      99


 

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 6 February 2018 following a share capital increase in connection to Statoil’s scrip dividend programme.

 

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 8,346,653,047.50 divided into 3,338,661,219 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 among the employees.

 

General meetings of shareholders

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.

100 2     Statoil, Annual Report on Form 20-F 2017       


 

 

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 2017.

 

Nomination committee

The tasks of the nomination committee are to make recommendations to the general meeting for the election of shareholder-elected members and deputy members of the corporate assembly, the remuneration of members of the corporate assembly, the election and remuneration of the nomination committee, and to make recommendations to 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 election of the chair and deputy chair of the corporate assembly. 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 is based on its values and reflects Statoil’s commitment to high ethical standards in all its activities.

 

Our Code of Conduct

The Code of Conduct 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 of Conduct 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 of Conduct faces disciplinary action, up to and including summery dismissal or termination of their contract.

Training and Certifying the Code of Conduct

The Code of Conduct training and comprehensive trainings on specific issues, including anti-corruption, anti-trust and reporting, is carried out to explain how the Code of Conduct 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 of Conduct (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 2017, Statoil Anti-Corruption Compliance Manual was updated to reflect the ongoing improvements and best practice in our anti-corruption program. Statoil continues to maintain is global network of compliance officers responsible for supporting the business to ensure that ethical and anti-corruption considerations are integrated into Statoil’s activities no matter where they take place. In 2017, we worked towards strengthening support across the organisation through the deployment of senior corporate compliance resources

Statoil, Annual Report on Form 20-F 2017      101


 

to support regional activities. Statoil continue to work with our partners and suppliers on ethics and anti-corruption, and have initiated dialogs with several of our partners on the risks that we jointly face and actions that can be taken to address them.

 

Speak Up

Statoil is committed to maintain an open dialog on ethical issues. The Code of Conduct 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 Receipts 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 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 3.8 Corporate assembly, board of directors and management.

 

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 The work of the 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.

 

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 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 are 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 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 15 May 2018 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 2017, 76.80% 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

 

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.

 

104 2     Statoil, Annual Report on Form 20-F 2017       


 

 

 

 

 

 

 

 

 

The duties of the nomination committee are to submit recommendations to:

·           T he 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 2017 and are elected for the period up to the annual general meeting in 2018:

·           Tone Lunde Bakker (chair), General Manager, Swedbank Norge (also chair of Statoil’s corporate assembly)

·           Tom Rathke, Advisor to the CEO of DNB ASA

·           Elisabeth Berge, Secretary General, Norwegian Ministry of Petroleum and Energy (personal deputy for Elisabeth Berge is Bjørn Ståle Haavik, Director, Department of Economic and Administrative Affairs, 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 14 ordinary meetings and 2 telephone meetings in 2017.

 

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.

 

Statoil, Annual Report on Form 20-F 2017      105


 

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 2017 follows below.

  

106 2     Statoil, Annual Report on Form 20-F 2017       


 

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 31.12.2017

Share ownership for members as of 14.03.2018

First time elected

Expiration date of current term

 

 

 

 

 

 

 

 

 

 

Tone Lunde Bakker

General Manager Swedbank Norge

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

Professor at the Faculty of Engineering at Norwegian University of Science and Technology

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 Golden Ocean Management AS, managing 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

544

544

2014

2018

Kjersti Kleven

Co-owner of John Kleven AS

Ulsteinvik

1967

Shareholder-elected

No

0

0

2014

2018

Steinar Kåre Dale

Union representative, NITO, SR Analyst. Prin Analyst IT Infrastr.

Mongstad

1961

Employee-elected

No

2072

2351

2013

2019

Anne K.S. Horneland

Union representative, Industri Energi. Employee Representative RIR.

Hafrsfjord

1956

Employee-elected

No

5722

6049

2006

2019

Hilde Møllerstad

Union representative, Tekna. Proj Leader Petech.

Oslo

1966

Employee-elected

No

3642

4091

2013

2019

Terje Enes

Union representative, SAFE. Discipl Resp Maint Mech.

Stavanger

1958

Employee-elected

No

2464

2674

2017

2019

Lars Olav Grøvik

Union representative, Tekna. Advisor Petech.

Bergen

1961

Employee-elected

No

5775

6172

2017

2019

Dag-Rune Dale

Union representative, Industri Energi, Safety officer. Employee representative O&M.

Kollsnes

1963

Employee-elected

No

3918

4179

2017

2019

Per Helge Ødegård

Union representative, Lederne. Discipl resp operation process. 

Porsgrunn

1963

Employee-elected, observer

No

554

425

1994

2019

Sun Lehmann

Union representative, Tekna. Leading Engineer IT.

Trondheim

1972

Employee-elected, observer

No

4383

4756

2015

2019

Dag Unnar Mongstad

Union representative, Industri Energi. Operator Ops Labratory.

Bergen

1954

Employee-elected, observer

No

1722

1745

2017

2019

Total

 

 

 

 

 

30,839

33,029

 

 

Statoil, Annual Report on Form 20-F 2017      107


An election of the employee-elected members of the corporate assembly was held early 2017. As of 26 April 2017, Terje Enes and Lars Olav Grøvik were elected as new members. Dag-Rune Dale became a new member and Dag Unnar Mongstad became a new observer in June 2017 replacing former corporate assembly member Per Martin Labråten who was elected as a new board member. Tove Bjordal, Peter B. Sabel, Thor-Ole Vågene, Mina Helene Aase, Kine Merethe Pedersen, Katrine Knarvik-Skogstø and Jan-Eirik Feste (Feste from the former position as member) were elected as new deputy members.

 

The number of deputy members for the employee-elected members of the corporate assembly was also reduced from 11 to 10 as a result of Per Martin Labråten’s election to the board of directors.

 

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 2017. The chair of the board participated at all 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 .

  

 

108 2     Statoil, Annual Report on Form 20-F 2017       


 

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 three 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. Statoil’s board of directors has determined that, in its judgment, all the shareholder representatives on the board are considered independent. Four board members are women and three board members are non-Norwegians resident outside of Norway.

 

The board held eight ordinary board meetings and three extraordinary meetings in 2017. Average attendance at these board meetings was 95,41%.

 

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 2017:



 

 

 

 

Jon Erik Reinhardsen

Born: 1956

Position: Shareholder-elected chair of the board and chair of the board's compensation and executive development committee.

Term of office: Chair of the board of Statoil ASA since 1 September 2017. Up for election in 2018.

Independent: Yes

Other directorships: Member of the board of directors of Oceaneering International, Inc., Borregaard ASA, Telenor ASA and Awilhelmsen AS.

Number of shares in Statoil ASA as of 31 December 2017: 2,558

Loans from Statoil: None
Experience: Reinhardsen was the Chief Executive Officer of Petroleum Geo-Services (PGS) from 2008 – August 2017. PGS delivers global geophysical- and reservoir services. The company has its headquarters in Oslo and offices in 17 countries with approximately 1,800 employees.  In the period 2005 – 2008 Reinhardsen was President Growth, Primary Products in the international aluminium company Alcoa Inc. with headquarters in the US, and he was in this period based in New York.

From 1983 to 2005, Reinhardsen held various positions in the Aker Kværner group, including Group Executive Vice President of Aker Kværner ASA, Deputy Chief Executive Officer and Executive Vice President of Aker Kværner Oil & Gas AS in Houston and Executive Vice President in Aker Maritime ASA.

Education: Reinhardsen has a Master’s Degree in Applied Mathematics and Geophysics from the University of Bergen. He has also attended the International Executive Program at the Institute for Management Development (IMD) in Lausanne, Switzerland.

Statoil, Annual Report on Form 20-F 2017      109


 

Family relations: No family relations to other members of the board, members of the corporate executive committee or the corporate assembly.

Other matters: In 2017 Reinhardsen participated in three ordinary board meetings, two extraordinary board meetings, two meetings of the compensation and executive development committee and one meeting of the audit committee. Reinhardsen 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 since 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. Chair of the board’s safety, sustainability and ethics committee and member of the board’s audit committee. Up for election in 2018.

Independent : Yes

Other directorships : Non-executive chair of the boards of Premier Oil plc, Cuadrilla Resources Holdings Limited, a privately held UK company focusing on unconventional energy sources and Eregean Israel Ltd., a private company focused on gas development offshore Israel. Board member of the private equity firm Kerogen Capital Ltd and the Aberdeen-based international engineering company Wood plc.

Number of shares in Statoil ASA as of 31 December 2017 : None

Loans from Statoil ASA : None

Experience : Franklin has broad oil and gas 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 2017, Franklin participated in eight ordinary board meetings, two extraordinary board meetings, one meeting in the compensation and executive development committee, six meetings of the audit committee and five 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.

Term of office: Member of the board of Statoil ASA since 1 September 2010. Up for election in 2018.

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 2017: None

Loans from Statoil ASA: None

110 2     Statoil, Annual Report on Form 20-F 2017       


 

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 led 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 2017, Godal participated in eight ordinary board meetings, three  extraordinary board meetings , six meetings of the compensation and executive development committee and five 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 2018.

Independent: Yes

Other directorships: Oudeman is a member of the boards of Het Concertgebouw, Rijksmuseum, Solvay SA, SHV Holdings NV and Aalberts Industries NV.

Number of shares in Statoil ASA as of 31 December 2017: None

Loans from Statoil: None

Experience: Oudeman was the President of Utrecht University in the Netherlands, one of Europe's leading universities, until June 2017. 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 2017, Oudeman participated in eight  ordinary board meetings , three extraordinary board meetings and six 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 2017      111


 


 

 

 

 

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 2018.

Independent : Yes

Other directorships : None

Number of shares in Statoil ASA as of 31 December 2017: None

Loans from Statoil: None

Experience: In April 2017 Herlofsen took on a new position as Chief Financial Officer in Wallenius Willhelmsen Logistics ASA, an international shipping company. Before joining WWL ASA she was the Chief Financial Officer in the shipping company Torvald Klaveness since 2012. 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 Programme (AFA), the Norwegian School of Economics (NHH). Breakthrough Programme 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 2017, Herlofsen participated in eight ordinary board meetings, three 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 2018.

Independent : Yes

Other directorships : Agerup is a member of the board of the seismic company TGS ASA and a member of Det Norske Veritas Council and its nomination committee.

112 2     Statoil, Annual Report on Form 20-F 2017       


 

Number of shares in Statoil ASA as of 31 December 2017: 2,650
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 2017, Agerup participated in eight ordinary board meetings, three extraordinary board meetings, six meetings of the compensation and executive development committee and four 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 2018.

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 Beta Techniek, chair of the advisory board of the Rotterdam Climate Initiative as well as a board member in Boskalis Westminster Groep NV and Het Concertgebouw.

Number of shares in Statoil ASA as of 31 December 2017: 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 2017, van der Veer participated in seven ordinary board meetings, two extraordinary board meetings and six meetings of the audit committee. van der Veer is a Dutch citizen and resident in the Netherlands

 


 

 

 

 


Statoil, Annual Report on Form 20-F 2017      113


 

Per Martin Labråten
Born:
1961

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 since 8 June 2017. Up for election in 2019.

Independent: No

Other directorships: Labråten 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 2017: 1,343
Loans from Statoil: None

Experience: Labråten has worked as a process technician at the petrochemical plant on Oseberg field in the North Sea. Labråten is now a full-time employee representative as the leader of IE Statoil branch.

Education: Labråten 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 2017, Labråten participated in four ordinary board meetings, one extraordinary board meeting and one meeting of the safety, sustainability and ethics committee. Labråten 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 the board of Statoil ASA since 1 July 2013. Up for election in 2019.

Independent: No 

Other directorships: Board member of Tekna's central nomination committee.

Number of shares held in Statoil ASA as of 31 December 2017: 4,471 

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 2017, di Valerio participated in eight ordinary board meetings, three extraordinary board meetings and six meetings of the audit committee. di Valerio is a Norwegian citizen and resident in Norway.  

 

 

 

 

 

 

 

 

 

114 2     Statoil, Annual Report on Form 20-F 2017       


 


 

 

 

 

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 Statoil ASA since 1 July 2013. Up for election in 2019.

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 2017 : 1,975

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 2017, Lægreid participated in eight ordinary board meetings, three extraordinary board meetings and five 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 was the election of Jon Erik Reinhardsen as the new shareholder-elected chair effective as of 1 September 2017 after the former shareholder-elected chair Øystein Løseth resigned effective as of 30 June 2017. Deputy chair Roy Franklin acted as chair of the board between 1 July and 31 August 2017. Employee-elected member Per Martin Labråten was elected as of 8 June 2017, replacing Lill Heidi Bakkerud. Reinhardsen replaced Løseth as chair of the board’s compensation and executive development committee as per 5 September 2017.

 

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, sustainability and climate, 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 determine 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 2017      115


 

 

New members of the board are offered an induction programme 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 biannual 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 2017, whole or parts of the board visited Statoil’s operations in London, Brazil and USA as well as, in Norway, the Oseberg Field and yards in Stord and Haugesund.

 

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 2017, the audit committee members were Jeroen van der Veer (chair), Roy Franklin, Rebekka Glasser Herlofsen and Ingrid di Valerio (employee-elected board member).

 

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.

 

Corporate Audit reports administratively to the president and CEO of Statoil and functionally to the chair of the board of directors’ audit committee.

 

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.

 

116 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2017. There was 100% 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 2017, the committee members were Jon Erik Reinhardsen (chair), Bjørn Tore Godal, Maria Johanna Oudeman and Wenche Agerup. All the committee members are non-executive directors. All members are deemed independent.

 

The committee held six meetings in 2017 and attendance was 100%.

 

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.

 

At year-end 2017, the safety, sustainability and ethics committee was chaired by Roy Franklin and the other members are Bjørn Tore Godal, Wenche Agerup, Stig Lægreid (employee-elected board member) and Per Martin Labråten (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 also reviews the annual Sustainability Report.

 

The committee held five meetings in 2017, and attendance was 96%.

 

Statoil, Annual Report on Form 20-F 2017      117


 

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 2017:



 

 

 



Eldar Sætre,
President and CEO

Eldar Sætre

Born : 1956

Position : President and chief executive officer (CEO) 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 2017 : 56,896

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).

Family relations: No family relations to other members of the corporate executive committee, 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

118 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2017 : 32,104

Loans from Statoil : None

Experience : Hegge has held several managerial positions in Statoil, including senior vice president (SVP) for Operations North in Development & Production Norway (DPN) (2013-2015), SVP for Operations East (2011-2013) in DPN, SVP for Operational 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 corporate executive committee, 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 2017: 38,491 

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 delivering yearly efficiency gains of 3.2 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 corporate executive committee, 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 & Production International (DPI)

Statoil, Annual Report on Form 20-F 2017      119


 

Lars Christian Bacher

Born : 1964
Position : Executive vice president Development & Production International (DPI) of Statoil ASA since 1 September 2012.
External offices : None

Number of shares in Statoil ASA as of 31 December 2017 : 23,309

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 within 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.

Other matters : Bacher is a Norwegian citizen and resident in Norway.

 

 

 

 

 

 

 

 


 

 

 


Torgrim Reitan,
Executive vice president Development & Production USA (DPUSA)

Torgrim Reitan

Born: 1969
Position: Executive vice president Development & Production USA (DPUSA) of Statoil ASA since 1 August 2015.

External offices: None

Number of shares in Statoil ASA as of 31 December 2017: 36,235

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 corporate executive committee, 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 & Business
Development (GSB)

120 2     Statoil, Annual Report on Form 20-F 2017       


 

John Knight
Born: 1958

Position : Executive vice president Global Strategy & Business Development (GSB) 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 ONS 18 Conference Committee in Stavanger, Norway.

Numbers of shares in Statoil ASA as of 31 December 2017: 109,901

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 1980-1987.

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 corporate executive committee, 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)

Tim Dodson
Born: 1959
Position: Executive vice president Exploration (EXP) of Statoil ASA since 1 January 2011.

External offices: None
Number of shares in Statoil ASA as of 31 December 2017: 34,425

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 corporate executive committee, members of the board or the corporate assembly.

Other matters: Dodson is a British citizen and resident in Norway.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2017      121


 


 




 

 




Margareth Øvrum.
Executive vice president Technology, Projects & Drilling (TPD)

Margareth Øvrum

Born: 1958

Position: Executive vice president Technology, Projects & Drilling (TPD) of Statoil ASA since September 2004.

External offices: Member of the board of Alfa Laval (Sweden) and FMC Corporation (US).

Number of shares in Statoil ASA as of 31 December 2017: 56,125

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), specialising in technical physics.

Family relations: No family relations to other members of the corporate executive committee, 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 & Production Norway (DPN)

Arne Sigve Nylund

Born: 1960

Position: Executive vice president Development & Production Norway (DPN) 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 2017: 13,354

Loans from Statoil: None

Experience: Nylund was employed by Mobil Exploration Inc. from 1983-1987. Since 1987, he has held several central management positions in Statoil.

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 corporate executive committee, members of the board or the corporate assembly.

Other matters: Nylund is a Norwegian citizen and resident in Norway.

 

122 2     Statoil, Annual Report on Form 20-F 2017       


 


 

 





Jens Økland,

Executive vice president Marketing, Midstream & Processing (MMP)

Jens Økland

Born: 1969

Position: Executive vice president Marketing, Midstream & Processing (MMP) of Statoil ASA since 1 June 2015.

External offices: None 

Number of shares in Statoil ASA as of 31 December 2017: 17,207 

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 & 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 corporate executive committee, 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)

Irene Rummelhoff

Born: 1967

Position: Executive vice president New Energy Solutions (NES)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 2017: 25,081 

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 corporate executive committee, 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 350.000. 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.

 

124 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2017, the total remuneration to the board, including fees for the board's three sub-committees, was NOK 6,278,638 (USD 759,846).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Detailed information about the individual remuneration to the members of the board of directors in 2017 is provided in the table below.

 

 

  

 

Members of the board (figures in USD thousand except number of shares)

Total

remuneration

Share ownership as of 31 December 2017

 

 

 

Jon Erik Reinhardsen (chair of the board) 1)

37

2,558

Øystein Løseth (chair of the board) 2)

52

n.a.

Roy Franklin (deputy chair of the board) 3)

118

-

Wenche Agerup

67

2,650

Bjørn Tore Godal

67

-

Rebekka Glasser Herlofsen

63

-

Maria Johanna Oudeman

89

-

Jeroen van der Veer

88

-

Per Martin Labråthen 4)

33

1,343

Lill-Heidi Bakkerud 5)

25

n.a.

Stig Lægreid

57

1,975

Ingrid Elisabeth di Valerio

63

4,471

 

 

 

Total

760

12,997

 

 

 

1) Chair from September 1, 2017

 

 

2) Chair until June 30, 2017 (resigned)

 

 

3) Chair between July 1 and August 31, 2017

 

 

4) Member from June 8, 2017

 

 

5) Member until June 7, 2017 (resigned)

 

 

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2017      125


 

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 2017, the total remuneration to the corporate assembly was NOK 1,070,497 (USD 129,552).

 

Remuneration to the corporate executive committee

 

In 2017, the aggregate remuneration to the corporate executive committee was NOK 85,556,482 (USD 10,354,122) . The board of directors’ complete declaration on remuneration of executive personnel follows below.

 

 

  

126 2     Statoil, Annual Report on Form 20-F 2017       


 

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 [10] value is 25%.

The threshold principles and the company performance modifier are applied.

The Company reserves the right to reclaim variable components of the remuneration awarded for performance if performance data is subsequently proven to be misstated.

 

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 shareholders’ 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.

If the lock-in obligations are not fulfilled, the executive has to pay back the gross value of the locked-in shares limited to the gross value of the grant amount.

 

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 has the following guiding parameters;                 

1) Cash flows provided by operating activities after tax and before working capital items                                                       
2) Net debt ratio and development                                             
3) Company’s overall operational and financial performance.

Cash flows provided by operating activities after tax and before working capital items higher than USD 12 billion and a net debt ratio below 30% will normally guide for no reduction of bonus.

Application of the threshold is subject to a discretionary assessment of the company’s overall performance by the board of directors.

These measures and targets are indicative and will form part of a broader assessment of bonus award.

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. Reference is made to the section on pension and insurance scheme.

N/A

Employee share savings plan

Align and strengthen employee and shareholders’ 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 satisfactory deliveries according to agreed goals


 


 

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 2 . 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. Four of the executive vice presidents receive a cash compensation in lieu of pension accrual.

 

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% of pensionable salary and a retirement age of 62. Reference is made to the section on CEO terms and conditions below. 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 pension terms for executive vice presidents outlined above are results of previously established individual 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 development process.

 

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 Finance. 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.

 


2) G = The basic amount of the Norwegian social security system

Statoil, Annual Report on Form 20-F 2017      129


Performance evaluation is holistic, involving both measurement and assessment. Since KPIs are indicators only, sound judgement 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.

  

130 2     Statoil, Annual Report on Form 20-F 2017       


 

In 2017, 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 

2017 assessment

 

Safety, security and sustainability

 

The strategic objectives and actions address safety, security and sustainability

 

Total Serious Incident Frequency of 0.6 was on target, improving from the 2016 level. The target on Total Recordable Injury Frequency was narrowly missed. The number of oil and gas leakages improved from 2016 but exceeded the target.

CO 2 intensity for the upstream portfolio improved from the 2016 level, and Statoil reached its target of being in the top quartile in the IOGP company report on this parameter.

 

People and organisation

The strategic objectives and actions address a value based and high performing organisation

The score on Employee engagement exceeded the target, also increasing from the 2016 level, which confirmed the employees’ continued engagement and commitment to Statoil despite a challenging business context

The results on People development were above target, showing positive trends both in learning activities and in internal deployment.

Operations

The strategic objectives and actions address reliable and cost-efficient operations, and being a driver in oil and gas industry transformation

Production was highest in Statoil’s history and exceeded the target.

On relative unit production cost, Statoil reached the target of being in the first quartile of the peer group. The company maintained its position at the top of the peer group for the third year running.

Production efficiency was above target.

Market

The strategic objectives and actions address a flexible and resilient energy portfolio

Reserve replacement ratio exceeded the target of 1, driven by project sanctions and upward revisions on a number of existing assets, both offshore and onshore.

Organic capex was better than the original guiding and target, mainly due to strict prioritisation and continuous focus on capital efficiency.

Value creation from exploration did not reach the target, mainly due to lower-than-expected discovered volumes. However, Statoil has secured access to new acreage, such as the Carcara North block in Brazil and the Bajo del Toro block in Argentina.

 

Finance

The strategic objectives and actions address cash generation, profitability and competitiveness

On Relative Shareholder Return, Statoil ranked 4 th in an industry peer group of 12, thus meeting the target of securing a position above average.

On Relative ROACE, Statoil ranked 2 nd in the peer group, thus meeting the target of securing a position above average.

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 2017, the board has put emphasis on a strong delivery on production, continued efficiency improvements, and a positive trend within Safety, Security and Sustainability (SSU). The negative trend from 2016 has been turned and the Serious Incidents Frequency (SIF) is on target. CO2 intensity per boe has been reduced with more than 10% compared to 2016 results.

 

Statoil has increased production guiding and at the same time reduced the capex, enabled by further efficiency improvements and strict prioritization. Statoil has secured access to new acreage and strengthened the portfolio. The TSR and ROACE results are solid. Employee engagement is strong and improving, supported by a dedicated focus on people development.

 

  

 

+

 

 

 

 

 

 

 

 

 

 

 

 

Fixed remuneration

 

 

 

 

 

 

 

 

 

 

Members of the 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

2017 Taxable compensation

Non-taxable

benefits

in kind

Estimated

pension

cost 7)

Estimated present

value of pension

obligation 8)

 

2016 Taxable

compensation 9)

Share ownership at 31 December 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Eldar Sætre 10)

1,045

0

149

570

48

1,812

0

0

14,489

 

1,356

56,896

Margareth Øvrum

494

0

54

253

36

837

24

0

6,912

 

631

56,125

Timothy Dodson

466

0

52

140

31

689

46

152

4,977

 

573

34,425

Irene Rummelhoff

381

62

38

154

22

657

0

29

1,404

 

511

25,081

Jens Økland

396

65

41

145

20

667

0

24

1,067

 

509

17,207

Arne Sigve Nylund

429

0

50

218

23

720

0

120

4,314

 

546

13,354

Lars Christian Bacher

447

0

46

193

24

710

58

128

2,733

 

567

23,309

Hans Jakob Hegge

398

66

44

170

25

703

0

25

1,493

 

561

32,104

Jannicke Nilsson

401

63

42

147

25

678

24

36

1,315

 

40

38,491

Torgrim Reitan 11)

696

0

50

169

143

1,058

0

121

2,712

 

884

36,235

John Knight 12)

1,643

0

0

0

181

1,824

0

0

0

 

1,810

109,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statoil, Annual Report on Form 20-F 2017      131


1)      All figures in the table are presented in USD based on average currency rates (2017: USD/NOK = 8.2630, USD/GBP = 1.2882. 2016: USD/NOK = 8.3987, USD/GBP = 1.3538). The figures are presented on accrual basis.

2)      All CEC members receive their remuneration in NOK 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 (G is the base amount in the national insurance scheme).

5)      The 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 2016 and is recognised as pension cost in the statement of income for 2017. 

8)      Eldar Sætre, Arne Sigve Nylund, Margareth Øvrum and Timothy Dodson are maintained in the closed Defined Benefit Scheme, whereas the remaining members of corporate executive committee employed by Statoil ASA, is covered by the Defined Contribution Pension Scheme.

9)      Includes 2016 CEC members who are also CEC members in 2017.

10)    Estimated present value of pension obligation for Eldar Sætre is based on retirement at the age of 67. Eldar Sætre has the right to retire at an earlier stage.

11)    Terms and conditions for Torgrim Reitan also include compensation according to Statoil’s international assignment terms.

12)    John Knight’s fixed pay includes a fixed remuneration element of USD 143,000 that replaces his defined contribution pension plan and a fixed remuneration element of USD 689,000 replacing his variable pay arrangements.

 

There are no loans from the company to members of the corporate executive committee.

 

132 2     Statoil, Annual Report on Form 20-F 2017       


Company performance modifier

 

Introduction

Based on initial approval by the annual general meeting in 2016 a company performance modifier was introduced to be applied in calculation of variable pay. The intention is to continue with the performance modifier in 2018. The relative total shareholder return is recommended as one of the criteria in the modifier. Thus, the proposal 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 2018. 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 Quartile 1 means that Statoil is amongst the top scoring quartile of peer companies. A position of Quartile 4 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 2018 annual 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 2018 with subsequent impact on annual variable pay in 2019. 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.

 

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.

Statoil, Annual Report on Form 20-F 2017      133  


 

 

 

As of 31 December

As of 14 March

Ownership of Statoil shares (including share ownership of «close associates»)

2017

2018

 

 

 

 

Members of the corporate executive committee

 

 

Eldar Sætre

56,896

57,783

Hans Jakob Hegge

32,104

33,305

Jannicke Nilsson

38,491

39,638

Lars Christian Bacher

23,309

24,400

Torgrim Reitan

36,235

37,358

John Knight

109,901

112,543

Tim Dodson

34,425

35,506

Margareth Øvrum

56,125

57,655

Arne Sigve Nylund

13,354

13,354

Jens Økland

17,207

17,657

Irene Rummelhoff

25,081

25,795

 

 

 

 

Members of the board of directors

 

 

Jon Erik Reinhardsen

2,558

2,558

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

2,650

2,650

Per Martin Labråten

1,343

1,516

Ingrid Elisabeth di Valerio

4,471

4,821

Stig Lægreid

1,975

1,975

 

 

 

 

Individually, each member of the corporate assembly owned less than 1% of the outstanding Statoil shares as of 31 December 2017 and as of 14 March 2018. In aggregate, members of the corporate assembly owned a total of 30,839 shares as of 31 December 2017 and a total of 33,029 shares as of 14 March 2018. 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 independent 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

134 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2015 – 2017

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 external auditor KPMG AS, for the fiscal year 2017, 2016 and 2015.

Statoil, Annual Report on Form 20-F 2017      135  


 

Auditor's remuneration

 

Full year

(in USD million, excluding VAT)

2017

2016

2015

 

 

 

 

Audit fee

6.1

6.5

6.1

Audit related fee

0.9

1.0

1.7

Tax fee

0.0

0.1

0.0

Other service fee

0.0

0.0

0.0

 

 

 

 

Total

7.0

7.5

7.9

 

 

 

 

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, if any, 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- 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 136 operated licences paid to KPMG for the years 2017, 2016 and 2015 amounted to USD 0.8 million, USD 0.8 million and USD 0.9 million, respectively.

 

3.10 Risk management and internal controls

  

 

Risk management

The board focuses on ensuring adequate control of the company's internal control and overall risk management. The board conducts an annual enterprise risk management review and two times pr. year the board is presented with and discusses the main risks and risk issues Statoil is facing. The board's audit committee assists the board and act as a preparatory body in connection with monitoring of the company's internal control, internal audit and risk management systems. The board's safety, sustainability and ethics committee monitors and assesses safety, sustainability and climate risks which are relevant for Statoil's operations and both committees report regularly to the full board.

 

Statoil manages risk to make sure that our operations are safe and in compliance with our requirements. Our overall risk management approach includes continuously assessing and managing risks related to our value chain in order to support the achievement of our principal objectives, i.e. value creation and avoiding incidents.

 

The company has a separate corporate risk committee chaired by the chief financial officer. The committee meets at least five times a year to give advice and make recommendations on Statoil's enterprise risk management. Further information about the company's risk management is presented in section 2.11 of the form 20-F Risk review.

 

All risks are related to Statoil's value chain - from access, maturing, project execution and operations to market. In addition to the financial impact these risks could have on Statoil's cash flows, we have also implemented procedures and systems to reduce safety, security and integrity incidents (such as fraud and corruption), as well as any reputation impact resulting from human rights, labour standards and transparency issues. Most of the risks are managed by our principal business area line managers. Some operational risks are insured by our captive insurance company, which operates in the Norwegian and international insurance markets.

 

Controls and procedures

 

  

 

136 2     Statoil, Annual Report on Form 20-F 2017       


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 as a result of a material weakness in internal controls over financial reporting described below, these disclosure controls and procedures were not effective at a reasonable level of assurance as of 31 December 2017.

 

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 controlling, 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).

 

Material weakness

The management of Statoil 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, management has concluded that Statoil's internal control over financial reporting as of 31 December 2017 was not effective due to the existence of a material weakness in our controls and procedures for the identification, assessment and timely and appropriate communication to the Board Audit Committee of questions or concerns (including allegations of misconduct) raised by employees in connection with termination of their employment relating to issues that could potentially have a material impact on our Consolidated financial statements and internal controls over financial reporting (otherwise than through Statoil’s external Ethics help line established by the Board Audit Committee). The allegations were subject to thorough investigations with external advisors, and no material misstatements were identified. There has been no effect on the 2017 Consolidated financial statements, or earlier periods, related to this matter.

 

Specifically, management identified that the established controls, policies and procedures did not operate as intended because our written procedures did not contain a sufficient level of precision for the identification, assessment and timely and appropriate communication of such matters to the appropriate relevant internal bodies including, where appropriate the Board Audit Committee. O ther controls that should have compensated for this weakness did not operate as intended with respect to the reporting of such matters by some employees and so were ineffective.

 

Management has analysed the material weakness and performed additional analysis and procedures in preparing our Consolidated financial statements. We have concluded that our Consolidated financial statements fairly present, in all material respects, our financial condition, results of operations and cash flow at and for the periods presented. Apart from the material weakness described above, Statoil’s management has not identified any other deficiencies that would have led management to conclude that Statoil’s internal control over financial reporting was not effective. However, the material weakness identified created a possibility that a material misstatement to the Consolidated financial statements would not be prevented or detected on a timely basis and accordingly a remediation plan has been undertaken.

 

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.

 

Statoil, Annual Report on Form 20-F 2017      137  


 

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.

 

Attestation report of the registered public accounting firm

The effectiveness of internal control over financial reporting as of 31 December 2017 has been audited by KPMG AS, an independent registered accounting firm that also audits the Consolidated financial statements in this report Their report on internal control over financial reporting expresses an adverse opinion on the effectiveness of our internal control over financial reporting as of 31 December 2017.

 

Remediation plan

Our management is actively undertaking remediation efforts to address the material weakness identified above as follows:

 

·           Enhancement of the precision level of written controls, policies and procedures regarding identification, assessment and timely communication to the Board Audit Committee

·           Enhanced training of Statoil employees, with respect to these policies and relevant procedures

 

Management believes the foregoing plan effectively remediate the material weakness. As the remediation is implemented, management may take additional measures or modify the plan described above.

 

Changes in internal control over financial reporting

Other than the remediation plan described above, 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 will continue to monitor and evaluate the effectiveness of our internal control over financial reporting and are committed to taking further action by implementing additional enhancements or improvements as may be deemed necessary.

 

138 2     Statoil, Annual Report on Form 20-F 2017       


 

4.1 Consolidated financial statements of the Statoil group

  

 

Report of Independent Registered Public Accounting Firm


The board of directors and shareholders of Statoil ASA


Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Statoil ASA and   subsidiaries (the Company) as of 31 December 2017 and 2016, 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 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three‑year period ended 31 December 2017, 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of 31 December 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated 15 March 2018 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Changes in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has elected to present net interest costs related to its defined benefit pension plans within net financial items in 2017. These expenses were previously included in the consolidated statement of income as part of pension cost within net operating income in prior periods.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.   federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2012.

Statoil, Annual Report on Form 20-F 2017      139  


/s/ KPMG AS

 

 

 

Stavanger, Norway

15 March 2018

 

Report of KPMG on Statoil’s internal control over financial

reporting


The board of directors and shareholders of Statoil ASA


Opinion on Internal Control Over Financial Reporting

We have audited Statoil ASA ’s  and subsidiaries (the Company) internal control over financial reporting as of 31 December 2017, based on criteria established in   Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of 31 December 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of 31 December 2017 and 2016, 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 2017, and the related notes (collectively, the consolidated financial statements), and our report dated 15 March 2018 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness related to controls and procedures for the identification, assessment and timely and appropriate communication to the Board Audit Committee of questions or concerns (including allegation of misconduct) raised by employees in connection with termination of their employment (otherwise than through the Company's external Ethics help line) has been identified as described in management’s assessment.

No misstatements in the consolidated financial statements were identified as a result of this matter. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2017 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.


Basis for Opinion

The Company’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 management's report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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 of internal control over financial reporting 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.


Definition and Limitations of Internal Control Over Financial Reporting

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

140 2     Statoil, Annual Report on Form 20-F 2017       


 

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.

Statoil, Annual Report on Form 20-F 2017      141  


 

/s/ KPMG AS

 

 

 

Stavanger, Norway

15 March 2018

142 2     Statoil, Annual Report on Form 20-F 2017       


 

CONSOLIDATED STATEMENT OF INCOME

 

 

 

 

 

 

Full year

(in USD million)

Note

2017

2016

2015

 

 

 

 

 

Revenues

26

60,971

45,688

57,900

Net income/(loss) from equity accounted investments

12

188

(119)

(29)

Other income

4

27

304

1,770

 

   

 

 

 

Total revenues and other income

3

61,187

45,873

59,642

 

   

 

 

 

Purchases [net of inventory variation]

   

(28,212)

(21,505)

(26,254)

Operating expenses

   

(8,763)

(9,025)

(10,512)

Selling, general and administrative expenses

   

(738)

(762)

(921)

Depreciation, amortisation and net impairment losses

10, 11

(8,644)

(11,550)

(16,715)

Exploration expenses

11

(1,059)

(2,952)

(3,872)

 

 

 

 

 

Net operating income/(loss)

3

13,771

80

1,366

 

 

 

 

 

Net financial items

8

(351)

(258)

(1,311)

 

   

 

 

 

Income/(loss) before tax

 

13,420

(178)

55

 

 

 

 

 

Income tax

9

(8,822)

(2,724)

(5,225)

 

 

 

 

 

Net income/(loss)

   

4,598

(2,902)

(5,169)

 

   

 

 

 

Attributable to equity holders of the company

   

4,590

(2,922)

(5,192)

Attributable to non-controlling interests

   

8

20

22

 

 

 

 

 

Basic earnings per share (in USD)

 

1.40

(0.91)

(1.63)

Diluted earnings per share (in USD)

 

1.40

(0.91)

(1.63)

Weighted average number of ordinary shares outstanding (in millions)

 

3,268

3,195

3,179

Weighted average number of ordinary shares outstanding, diluted (in millions)

 

3,288

3,207

3,189

 

  

Statoil, Annual Report on Form 20-F 2017      143  


 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

Full year

(in USD million)

Note

2017

2016

2015

 

 

 

 

 

Net income/(loss)

 

4,598

(2,902)

(5,169)

 

 

 

 

 

Actuarial gains/(losses) on defined benefit pension plans

19

172

(503)

1,599

Income tax effect on income and expenses recognised in OCI 1)

 

(38)

129

(461)

Items that will not be reclassified to the Consolidated statement of income

 

134

(374)

1,138

 

 

 

 

 

Currency translation adjustments

 

1,710

17

(3,976)

Net gains/(losses) from available for sale financial assets

 

(64)

0

0

Share of OCI from equity accounted investments

 

(40)

0

0

Items that may subsequently be reclassified to the Consolidated statement of income

 

1,607

17

(3,976)

 

 

 

 

 

Other comprehensive income/(loss)

 

1,741

(357)

(2,838)

 

 

 

 

 

Total comprehensive income/(loss)

 

6,339

(3,259)

(8,007)

 

 

 

 

 

Attributable to the equity holders of the company

 

6,331

(3,279)

(8,030)

Attributable to non-controlling interests

 

8

20

22

 

 

 

 

 

1) OCI = Other Comprehensive Income

 

 

 

 

 

 

  

144 2     Statoil, Annual Report on Form 20-F 2017       


 

CONSOLIDATED BALANCE SHEET

 

 

 

 

 

  At 31 December

(in USD million)

Note

2017

2016

 

 

 

 

ASSETS

 

 

 

Property, plant and equipment

10

63,637

59,556

Intangible assets

11

8,621

9,243

Equity accounted investments

12

2,551

2,245

Deferred tax assets

9

2,441

2,195

Pension assets

19

1,306

839

Derivative financial instruments

25

1,603

1,819

Financial investments

13

2,841

2,344

Prepayments and financial receivables

13

912

893

 

 

 

 

Total non-current assets

   

83,911

79,133

 

 

 

 

Inventories

14

3,398

3,227

Trade and other receivables

15

9,425

7,839

Derivative financial instruments

25

159

492

Financial investments

13

8,448

8,211

Cash and cash equivalents

16

4,390

5,090

 

   

 

 

Total current assets

   

25,820

24,859

 

   

 

 

Assets classified as held for sale

4

1,369

537

 

 

 

 

Total assets

   

111,100

104,530

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

Shareholders’ equity

   

39,861

35,072

Non-controlling interests

   

24

27

 

 

 

 

Total equity

17

39,885

35,099

 

 

 

 

Finance debt

18, 22

24,183

27,999

Deferred tax liabilities

9

7,654

6,427

Pension liabilities

19

3,904

3,380

Provisions

20

15,557

13,406

Derivative financial instruments

25

900

1,420

 

 

 

 

Total non-current liabilities

   

52,198

52,633

 

 

 

 

Trade, other payables and provisions

21

9,737

9,666

Current tax payable

   

4,057

2,184

Finance debt

18

4,091

3,674

Dividends payable

17

729

712

Derivative financial instruments

25

403

508

 

 

 

 

Total current liabilities

   

19,017

16,744

 

   

 

 

Liabilities directly associated with the assets classified as held for sale

4

0

54

 

 

 

 

Total liabilities

   

71,214

69,431

 

 

 

 

Total equity and liabilities

   

111,100

104,530


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in USD million)

Share capital

Additional paid-in capital

Retained earnings

Currency translation adjustments

Available for sale financial assets

OCI from equity accounted investments

Shareholders' equity

Non-controlling interests

Total equity

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

1,139

5,714

45,677

(1,305)

0

0

51,225

57

51,282

Net income/(loss)

 

 

(5,192)

 

 

 

(5,192)

22

(5,169)

Other comprehensive income/(loss)

 

 

1,138

(3,976)

0

0

(2,838)

 

(2,838)

Total comprehensive income/(loss)

 

 

 

 

 

 

 

 

(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)

0

0

40,271

36

40,307

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

 

(2,922)

 

 

 

(2,922)

20

(2,902)

Other comprehensive income/(loss)

 

 

(374)

17

0

0

(357)

 

(357)

Total comprehensive income/(loss)

 

 

 

 

 

 

 

 

(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)

0

0

35,072

27

35,099

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

 

4,590

 

 

 

4,590

8

4,598

Other comprehensive income/(loss)

 

 

134

 1,710 1)

(64)

(40)

1,741

 

1,741

Total comprehensive income/(loss)

 

 

 

 

 

 

 

 

6,339

Dividends

24

1,333

(2,891)

 

 

 

(1,534)

 

(1,534)

Other equity transactions

 

(8)

0

 

 

 

(8)

(10)

(18)

 

 

 

 

 

 

 

 

 

 

At 31 December 2017

1,180

7,933

34,406

(3,554)

(64)

(40)

39,861

24

39,885

 

1) Currency translation adjustments year to date includes a loss of USD 294 million directly associated with the sale of interest in Kai Kos Dehseh oil sands project. See note 4 Acquisitions and divestments for information on transaction.

 

Refer to note 17 Shareholders’ equity and dividends.

146 2     Statoil, Annual Report on Form 20-F 2017       


 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

Full year

(in USD million)

Note

2017

2016

2015

 

 

 

 

 

Income/(loss) before tax

    

13,420

(178)

55

 

 

 

 

 

Depreciation, amortisation and net impairment losses

10, 11

8,644

11,550

16,715

Exploration expenditures written off

11

(8)

1,800

2,164

(Gains) losses on foreign currency transactions and balances

 

(453)

(137)

1,166

(Gains) losses on sales of assets and businesses

4

395

(110)

(1,716)

(Increase) decrease in other items related to operating activities

 

(391)

1,076

558

(Increase) decrease in net derivative financial instruments

25

(596)

1,307

1,551

Interest received

 

282

280

363

Interest paid

 

(622)

(548)

(443)

 

 

 

 

 

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

 

20,671

15,040

20,414

 

 

 

 

 

Taxes paid

 

(5,766)

(4,386)

(8,078)

 

 

 

 

 

(Increase) decrease in working capital

 

(542)

(1,620)

1,292

 

 

 

 

 

Cash flows provided by operating activities

 

14,363

9,034

13,628

 

 

 

 

 

Additions through business combinations

4

0

0

(398)

Capital expenditures and investments

 

(10,755)

(12,191)

(15,518)

(Increase) decrease in financial investments

 

592

877

(2,813)

(Increase) decrease in other items interest bearing

 

79

107

(22)

Proceeds from sale of assets and businesses

4

406

761

4,249

 

 

 

 

 

Cash flows used in investing activities

 

(9,678)

(10,446)

(14,501)

 

 

 

 

 

New finance debt

18

0

1,322

4,272

Repayment of finance debt

 

(4,775)

(1,072)

(1,464)

Dividend paid

17

(1,491)

(1,876)

(2,836)

Net current finance debt and other

 

444

(333)

(701)

 

 

 

 

 

Cash flows provided by (used in) financing activities

18

(5,822)

(1,959)

(729)

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(1,137)

(3,371)

(1,602)

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

436

(152)

(871)

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

16

5,090

8,613

11,085

 

 

 

 

 

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

16

4,390

5,090

8,613

 

Cash and cash equivalents include bank overdrafts of zero at 31 December 2017, zero at 31 December 2016 and USD 10 million at 31 December 2015.

 

Interest paid   in cash flows provided by operating activities is excluding capitalised interest of USD 454 million at 31 December 2017, USD 355 million at 31 December 2016 and USD 392 million at 31 December 2015. Capitalised interest is included in Capital expenditures and investments in cash flows used in investing activities.

 

Statoil, Annual Report on Form 20-F 2017      147  


 

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’s shares are listed on the Oslo Børs (OSL, Norway) and the New York Stock Exchange (NYSE, 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 2017 were authorised for issue in accordance with a resolution of the board of directors on 14 March 2018.

 

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 2017.

 

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. The policies described in the main part of this note are the ones in effect at the balance sheet date, and 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 based on 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, amendments to standards, and interpretations of standards, issued but not yet adopted

At the date of these Consolidated financial statements, the following standards, amendments to standards and interpretations of standards applicable to Statoil have been issued, but were not yet effective:

 

IFRS 9 Financial Instruments
IFRS 9 will be implemented by Statoil on the effective date 1 January 2018. The standard replaces IAS 39 Financial instruments: Recognition and Measurement. Statoil will implement IFRS 9 retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application. The impact of the IFRS 9 implementation on Statoil’s equity is immaterial.

 

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 measured at amortised cost, based on an evaluation of the contractual terms and the business model applied. For certain financial assets currently classified as Available for sale (AFS), changes in fair value which are currently reflected in OCI, will be reflected in profit and loss under IFRS 9. No major changes are currently deemed necessary for Statoil’s expected loss recognition process to satisfy IFRS 9’s financial asset impairment requirements.

IFRS 15 Revenue from Contracts with Customers
IFRS 15, which will be implemented by Statoil on the effective date 1 January 2018, covers the recognition of revenue in the financial statements and related disclosure. IFRS 15 replaces existing revenue recognition guidance, including 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.

148 2     Statoil, Annual Report on Form 20-F 2017       


 

IFRS 15 will principally impact the Marketing, Midstream & Processing segment (MMP), which accounts for the majority of Statoil’s sales to customers, and which is responsible for the marketing and sale of the Norwegian State’s direct financial interest’s (SDFI’s) petroleum volumes. To a lesser extent, the segments Exploration & Production International (E&P International) and Exploration & Production Norway (E&P Norway) are however also affected.

The impact on Statoil’s equity of the implementation of IFRS 15 is immaterial. Mainly on the basis of the limited implementation impact, Statoil will implement IFRS 15 retrospectively with the cumulative effect recognised at the date of initial application. IFRS 15 will require updated disclosures, in particular related to the distinction between revenue from contracts with customers and other revenue, and disaggregation of revenue streams. Such disclosures will be provided based on consideration of the level of detail necessary. The most significant accounting evaluations and conclusions related to the implementation of IFRS 15 in Statoil are summarised below.

Sale and transportation of goods;
Under IFRS 15, revenue from the sale and transportation of crude oil, natural gas, petroleum products and other merchandise will be recognised when a customer obtains control of the goods, which normally will be when title passes at point of delivery of the goods, based on the contractual terms of the agreements. Each such sale normally represents one performance obligation, which in the case of natural gas sales are completed over time in line with the delivery of the actual physical quantities. A number of bi-lateral long-term contracts, mainly for the sale of natural gas, as well as certain spot and term contracts, represent the sale of non-financial items that may be settled net in cash, but which have been entered into for the purpose of delivery of non-financial commodity items in accordance with Statoil’s expected purchase, sale or usage requirements.   Statoil consequently will apply IFRS 9’s “own use” exemption for such contracts, and these physical sales will be accounted for as revenue from contracts with customers.

I n some sales of goods, such as certain sales of crude oil, Statoil may provide transport services after control of the goods has been transferred to the customer. Following implementation of IFRS 15, such transport, which previously was considered part of a single sale of goods transaction, will be considered to be a distinct service that is completed over time and is distinct from the good sold. These transport services will consequently be recognised separately and be combined with other transport revenues. The impact from the resulting immaterial timing differences constitutes the only identified IFRS 15 implementation impact with a net effect on equity and net operating profit in Statoil.

Marketing and sale of the Norwegian State’s (the State’s) share of crude oil and natural gas production from the Norwegian continental shelf (NCS);
Statoil has considered whether it acts as the principal in these 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 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 changes compared to the practice under IAS 18.

 

Other identified differences;  
Certain items, which have previously been classified as Revenues in the Consolidated statement of income, will not qualify as revenue from contracts with customers under IFRS 15. These include taxes paid in kind under certain production sharing agreements (PSAs), and the reflection of commodity-based derivatives connected with sales contracts or revenue-related risk management. Adjustments for imbalances between oil and gas production and sales, following Statoil’s transition from the sales method to imbalances accounting on 1 January 2018 (see the item “
Voluntary change in significant accounting policies decided upon, but not yet adopted” below ), will also not qualify as revenue from contracts with customers under IFRS 15. These items however still either represent a form of revenue or are closely connected to revenue transactions, and they will be reflected as Other revenue following the IFRS 15 implementation. Statoil will combine ‘Revenue from contracts with customers’ and ‘Other revenue’ into a single line item, Revenues, in the Consolidated statement of income, and will disclose the relevant disaggregation in the notes to the Consolidated financial statements. In addition, Statoil will reclassify the impact of certain commodity-based earn-out agreements and contingent consideration elements, which previously have been reflected under Revenues, to Other income. Total revenues and other income in the Statement of income will consequently not be impacted by this reclassification.

 

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. The new standard 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. In the financial statement of lessees, IFRS 16 requires recognition in the balance sheet for each contract that meets its definition of a lease as right-of-use asset and lease liability, while lease payments are to be reflected as interest expense and a 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. IFRS 16 will also lead to changes in the classification of lease-related payments in the statement of cash flows, and the portion of lease payments representing payments of lease liabilities will be classified as cash flows used in financing activities. The standard consequently implies a significant change in lessees’ accounting for leases currently defined as operating leases under IAS 17 and for other contracts that do not meet this definition but are considered to be leases under IFRS 16, impacting both the balance sheet, the statement of income and the statement of cash flows.

 

As a practical expedient, IFRS 16 allows for contracts already classified either as leases under IAS 17 or as non-lease service arrangements, to maintain their respective classifications upon the implementation of IFRS 16. Statoil expects to apply this “grandfathering” transition option.  

 

IFRS 16 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 (“the modified retrospective method”), and in the latter case allows a number of practical

Statoil, Annual Report on Form 20-F 2017      149  


expedients in transitioning existing leases at the time of initial application. Statoil anticipates applying the modified retrospective method in the implementation of IFRS 16.

 

Implementation of IFRS 16 will affect all Statoil’s segments. Statoil will adopt IFRS 16 on 1 January 2019, and is in the process of evaluating the impact of the standard. The actual impact on the Consolidated financial statements of applying IFRS 16 will depend on future economic conditions, including Statoil’s borrowing rate and the composition of Statoil’s lease portfolio at implementation. IFRS 16 involves several implementation choices and interpretations which may also significantly impact Statoil’s Consolidated financial statements. The accounting issues which at this stage are expected to most significantly affect the implementation of IFRS 16 in Statoil, as well as their expected impact where this can currently be determined, are summarised below. In addition to these issues, Statoil has identified several other leasing related interpretations and policy decisions which are under evaluation. Work is continuing in order to determine the impact and the proper accounting for all identified issues, but the assessments have not yet been concluded. Statoil is consequently not yet in a position to determine the expected impact of IFRS 16 on its Consolidated financial statements .

 

Distinguishing operators and joint operations as lessees, including sublease considerations;
IFRS 16 establishes that when a lease contract is entered into by a joint arrangement, or on behalf of a joint arrangement, the joint arrangement is considered to be the customer, and hence the lessee, in the contract. In the oil and gas industry, where activity frequently is carried out through joint arrangements or similar arrangements, the application of this IFRS 16 requirement depends on evaluations of whether the joint arrangement or its operator is the lessee in each lease agreement. In many cases where an operator is the sole signatory to a contract to lease an asset to be used in the activities of a specific joint operation, the operator does so implicitly or explicitly on behalf of the joint arrangement. In certain jurisdictions, and importantly for Statoil this includes the NCS, the concessions granted by the authorities establish both a right and an obligation for the operator to enter into necessary agreements in the name of the joint operations (licences). As is the customary norm in upstream activities operated through joint arrangements, the operator will manage the lease, pay the lessor, and subsequently re-bill the partners for their share of the lease costs. In each such instance, it is necessary to determine whether the operator is the sole lessee in the arrangement, and if so, whether the billings to partners may represent sub-leases, or whether it is in fact the joint arrangement which is the lessee, with each participant accounting for its proportionate share of the lease. Depending on facts and circumstances in each case, the conclusions reached may vary between contracts and legal jurisdictions. This issue may materially impact the financial statements of Statoil both as an operator and joint operation participant in the oil and gas industry.  

 

Separation of lease and non-lease components;
IFRS 16 allows for additional services and non-lease components included in lease contracts to be accounted for either separately, or as part of the lease. The standard’s presumption is that non-lease components should be accounted for separately, while accounting for such components as part of a lease is an exemption that must be taken consistently by class of underlying asset.   In the case of significant non-lease components in contracts containing leases, the choice of accounting policy may impact the financial statements significantly, as it entails choosing between expensing service elements as a form of operating cost as incurred, or reflecting them as part of right of use assets (with a corresponding increase in the lease liabilities), with related amortisation and financial expenses. Many of Statoil’s lease contracts, such as rig and vessel leases, involve a number of additional services and components, including personnel cost, maintenance, drilling related activities, and other items. For a number of contracts, the additional services may represent a not inconsiderable portion of the total contract value, and such additional services are not always identified and separately priced. The full extent of non-lease components in Statoil’s contracts has yet to be established, and Statoil has not yet determined whether it will account for additional services as parts of the lease, and if so, for which underlying classes of assets.

Leases applied in activities that are capitalised;
In exploration activities, direct costs are capitalised until the result of the exploration has been evaluated. In the development phase of projects, direct costs are likewise capitalised and normally become part of Property, plant and equipment (PP&E). During upstream production activities, asset enhancements such as the drilling of production wells are also capitalised. In all these activities, Statoil will frequently employ leased drilling rigs and other leased assets. Statoil is in the process of evaluating how leases under IFRS 16 will be reflected when leased assets are used in an activity for which the costs are capitalised.

Evaluating the impact of option periods for the lease terms;
The term of a lease determines the period of time for which cash flow will be discounted and reflected in the balance sheet. Under IFRS 16 the lease term therefore impacts the recognised amounts of right of use assets and lease liabilities. Many of Statoil’s major leases, such as leases of vessels, rigs and buildings, include term options. In applying IFRS 16 it is of increasing importance for Statoil to determine whether each lease contract’s term options should be considered to be reasonably certain to be exercised. Such evaluations will be made at commencement of the leases and subsequently when facts and circumstances require it. In Statoil’s view, the term ‘reasonably certain’ implies a probability level significantly higher than ‘probable’, and this will be reflected in Statoil’s ongoing evaluations.

 

Distinguishing fixed and variable lease payment elements;
Under IFRS 16, fixed and in-substance fixed lease payments are to be included in the commencement date computation of a lease liability, while variable payments dependent on use of the asset are not. Particularly as regards drilling rig leases, Statoil’s lease contracts may include fixed rates for when the asset in question is in operation, and alternative, lower rates (“stand-by rates”) for periods where the asset is idle, but still under contract. Statoil is currently evaluating the appropriate rates to be reflected in the lease liability.

Use of the standard’s short-term lease exemption;
As a practical expedient, IFRS 16 allows an entity not to capitalise short term leases on its balance sheet. The choice must be made by class of underlying asset. The practical expedient provides a simplification, but will also result in less comparability in the Statement of income, as the short-term lease

150 2     Statoil, Annual Report on Form 20-F 2017       


 

expenses will be presented as a form of operating expenses, while the cost for long-term leases will be presented as interest expenses and depreciation. Statoil has not yet determined whether the exemption will be applied, and if so, for which classes of underlying assets.

Other standards, amendments to standards and interpretations of 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.

 

Other standards, amendments to standards, and interpretations of 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.

 

Voluntary change in significant accounting policies decided upon, but not yet adopted

With effect from 1 January 2018, Statoil will change its policy for recognition of revenue from the production of oil and gas properties in which Statoil shares an interest with other companies. Currently Statoil recognises revenue on the basis of volumes lifted and sold to customers during the period (the sales method). Under the new method, Statoil will recognise revenues according to Statoil’s ownership in producing fields, where the accounting for the imbalances will be presented as other revenue. This voluntary change in policy is made because it better reflects Statoil’s operational performance, and also increases comparability with the financial reporting of Statoil’s peers. The change in policy affects the timing of revenue recognition from oil and gas production, however the impact on Statoil’s equity upon implementation is immaterial.

 

Changes in significant accounting policies in the current period

With effect from 1 January 2017, Statoil presents net interest costs related to its defined benefit pension plans within Net financial items. These expenses were previously included in the Consolidated statement of income as part of pension cost within net operating income/(loss). The policy change better aligns the classification of the interest costs with their nature, as the benefit plan is closed to new members and now increasingly represents a financial exposure to Statoil. The change in presentation also impacts the gain or loss from changes in the fair value of Statoil’s notional contribution pension plans. The impact on the net operating income at implementation and for comparative periods presented in these financial statements is immaterial.

 

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 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. Currently there are no significant differences in Statoil's accounting for unincorporated licence arrangements whether in scope of IFRS 11 or not.

 

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 Equity accounted investments.

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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 distributions 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, amortisation 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 business areas 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 business areas 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 business areas 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.

 

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.

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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 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 is recognised in full in other income   in the Consolidated statement of income.

 

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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 programmes 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 de-recognised 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 de-recognised.

 

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, or when such an asset is leased by Statoil as operator directly on behalf of a joint operation or similar arrangement, 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.

 

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.

 

AFS financial assets are carried at fair value in the balance sheet, with changes in fair value initially recognised directly in Other comprehensive income/(loss). If the investment is de-recognised or determined to be impaired, the cumulative change in fair value previously reflected in Other comprehensive income/(loss) is recognised in the statement of income.

 

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

Commodity 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. Inventories of drilling and spare parts are reflected according to the weighted average method.

 

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. Such fair value estimates are mainly based on discounted cash flow models, using assumed market participants’ assumptions, but may also reflect market multiples observed from comparable market transactions or independent third-

Statoil, Annual Report on Form 20-F 2017      155  


 

party valuations. Value in use is determined using a discounted cash flow model. The estimated future cash flows applied in establishing value in use 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. Updates of assumptions and economic conditions in establishing the long-term forecasts are reviewed by corporate management on regular basis 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 based on Statoil's principles and assumptions and are 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 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 or CGU to which the unproved properties belong 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 de-recognised 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.

 

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 within Net financial items. 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 are recognised in the statement of income as periodic pension cost, while changes in fair value of notional assets are reflected in the statement of income under Net financial items.

 

Periodic pension cost is accumulated in cost pools and allocated to business areas 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

Statoil, Annual Report on Form 20-F 2017      157  


 

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 arise 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.

 

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 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 are those quantities of oil

158 2     Statoil, Annual Report on Form 20-F 2017       


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. 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.

 

Proved oil and gas reserves have been estimated by internal qualified professionals on the basis of industry standards and are governed by the oil and gas rules and disclosure requirements in the U.S. Securities Exchange Commission (SEC) regulations S-K and S-X, and the Financial Accounting Standards Board (FASB) requirements for supplemental oil and gas disclosures. The estimates have been based on a 12-month average product price and on existing economic conditions and operating methods as required, and recovery of the estimated quantities have a high degree of certainty (at least a 90% probability).

 

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 availability 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.

 

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. Such estimates are inherently less reliable in early field life or where the available data is limited following a recently implemented change in the method of production.

 

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, be de-recognised or written down 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 relevant asset or CGU 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.

 

Where recoverable amounts are based on estimated future cash flows, reflecting Statoil’s or market participants’ assumptions about the future and discounted to their present value, the estimates involve complexity. 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.

 

Statoil, Annual Report on Form 20-F 2017      159  


 

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.

 

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 business areas: Development & Production Norway (DPN), Development & Production USA (DPUSA), Development & Production International (DPI), Marketing, Midstream & Processing (MMP), New Energy Solutions (NES), Technology, Projects & Drilling (TPD), Exploration (EXP) and Global Strategy & Business Development (GSB).

 

The development and production business areas 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 area, 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 business areas.

 

The MMP business area 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 business area is responsible for wind parks, carbon capture and storage as well as other renewable energy and low-carbon energy solutions.

 

The business areas DPI and DPUSA are aggregated into the reporting segment Exploration & Production International (E&P International), previously named Development and Production International. The aggregation has its basis in similar economic characteristics, such as the assets’ long term and capital-intensive nature and exposure to volatile oil and gas commodity prices, the nature of products, service and production processes, the type and class of customers, the methods of distribution and regulatory environment. The reporting segments Exploration & Production Norway (E&P Norway), previously named Development and Production Norway, and MMP consists of the business areas DPN and MMP respectively. The business areas NES, GSB, TPD, EXP and corporate staffs and support functions are aggregated into the reporting segment “Other” due to the immateriality of these areas. The majority of costs within the business areas GSB, TPD and EXP are allocated to the E&P International, E&P Norway and MMP reporting segments.

 

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 2017, 2016 and 2015 are presented below. The measurement basis of segment profit is Net operating income/(loss) . 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.

 

160 2     Statoil, Annual Report on Form 20-F 2017       


 

  

Statoil, Annual Report on Form 20-F 2017      161  


 

(in USD million)

E&P Norway

E&P International

MMP

Other

Eliminations

Total

 

 

 

 

 

 

 

Full year 2017

 

 

 

 

 

 

Revenues third party and other income

(23)

1,984

58,935

102

0

60,999

Revenues inter-segment 1)

17,586

7,249

83

1

(24,919)

0

Net income/(loss) from equity accounted investments

129

22

53

(16)

0

188

 

 

 

 

 

 

 

Total revenues and other income

17,692

9,256

59,071

87

(24,919)

61,187

 

 

 

 

 

 

 

Purchases [net of inventory variation] 1)

0

(7)

(52,647)

(0)

24,442

(28,212)

Operating, selling, general and administrative expenses 1)

(2,954)

(2,804)

(3,925)

(235)

418

(9,501)

Depreciation, amortisation and net impairment losses

(3,874)

(4,423)

(256)

(91)

(0)

(8,644)

Exploration expenses

(379)

(681)

0

0

0

(1,059)

 

 

 

 

 

 

 

Net operating income/(loss)

10,485

1,341

2,243

(239)

(59)

13,771

 

 

 

 

 

 

 

Additions to PP&E, intangibles and equity accounted investments

4,869

5,063

320

543

0

10,795

 

 

 

 

 

 

 

Balance sheet information

 

 

 

 

 

 

Equity accounted investments

1,133

234

134

1,050

0

2,551

Non-current segment assets

30,278

36,453

5,137

390

0

72,258

Non-current assets, not allocated to segments 

 

 

 

 

 

9,102

 

 

 

 

 

 

 

Total non-current assets

 

 

 

 

 

83,911

 

 

 

 

 

 

 

1) Parts of the gas transportation costs that previously were allocated to MMP and therefore deducted from the inter segment transfer price, are from 1 January 2017 allocated to E&P Norway.

 

 

 

 

 

 

 

162 2     Statoil, Annual Report on Form 20-F 2017       


 

(in USD million)

E&P Norway

E&P International

MMP

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, selling, general and administative 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/(loss)

4,451

(4,352)

623

(423)

(219)

80

 

 

 

 

 

 

 

Additions to PP&E, intangibles and equity accounted investments

6,786

6,397

492

451

0

14,125

 

 

 

 

 

 

 

Balance sheet information

 

 

 

 

 

 

Equity accounted investments

1,133

365

129

617

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

Statoil, Annual Report on Form 20-F 2017      163  


 

(in USD million)

E&P Norway

E&P International

MMP

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, selling, general and administative 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 /(loss)

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

 

 

See note 4 Acquisitions and divestments   for information on transactions that affect the different segments.

 

See note 10 Property, plant and equipment for further 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 74 % and the USA constitutes 17 %.

164 2     Statoil, Annual Report on Form 20-F 2017       


 

Non-current assets by country

 

 

 

 

At 31 December

(in USD million)

2017

2016

2015

 

 

 

 

Norway

34,588

31,484

31,487

USA

19,267

18,223

20,531

Brazil

4,584

5,308

3,474

UK

4,222

3,108

2,882

Angola

2,888

3,884

5,350

Canada

1,715

1,494

2,270

Azerbaijan

1,472

1,326

1,416

Algeria

1,114

1,344

1,435

Other countries

4,958

4,873

3,436

 

 

 

 

Total non-current assets 1)

74,809

71,043

72,282

 

1)         Excluding deferred tax assets, pension assets and non-current financial assets.



 

Revenues by product type

(in USD million)

2017

2016

2015

 

 

 

 

Crude oil

29,519

24,307

27,806

Natural gas

11,420

9,202

12,390

Refined products

11,423

8,142

10,761

Natural gas liquids

5,647

4,036

5,482

Other

2,963

1

1,461

 

 

 

 

Total revenues

60,971

45,688

57,900

 

4 Acquisitions and divestments

 

2017

Sale of interest in Kai Kos Dehseh

In January 2017 Statoil closed an agreement, entered in December 2016, with Athabasca Oil Corporation to divest its 100 % interest in Kai Kos Dehseh (KKD) oil sands. The total consideration consisted of cash consideration of CAD 431 million (USD 328 million), 100 million common shares in Athabasca Oil Corporation (which is accounted for as an available for sale financial investment) and a series of contingent payments. The shares and the contingent consideration were measured at a combined fair value of CAD 185 million (USD 142 million) on the closing date. A loss on the transaction of USD 351 million has been recognised as operating expense and includes a reclassification of accumulated foreign exchange losses, previously recognised in other comprehensive income/(loss). The transaction is reflected in the Exploration & Production International (E&P International) segment.

 

Acquisition and divestment of operated interest in Brazil

In November 2016 Statoil acquired a 66 % operated interest in the Brazilian offshore licence BM-S-8 in the Santos basin from Petróleo Brasileiro S.A. (“Petrobras”). A cash consideration of USD 1,250 million was paid on the closing date and USD 300 million is expected to be paid late March 2018. The payment of the remaining consideration of USD 950 million is subject to certain conditions being met, and is reflected at fair value at the reporting date. The value of the acquired exploration assets resulted in an increase in intangible assets of USD 2,271 million at the transaction date.

 

In August 2017 Statoil entered into an agreement with Queiroz Galvão Exploração e Produção (“QGEP”) to acquire QGEP’s 10 % interest in the same licence in Brazil’s Santos basin increasing the operated interest to 76 %. A cash consideration of USD 194 million was paid on the closing date, presented as a capital expenditure in the Statement of cash flows. The remaining consideration consists of two cash payments. The payment of USD 45 million is expected to be paid late March 2018.  The payment of USD 144 million is subject to certain conditions being met, and is reflected at fair value at the reporting date. The value of the acquired exploration assets resulted in an increase in intangible assets of USD 362 million at the transaction date. The agreement was closed in December 2017.

 

In October 2017, the consortium comprising Statoil (operator, 40 %), ExxonMobil ( 40 %) and Galp ( 20 %) presented the winning bid ( 67.12 % of profit oil) for the Carcará North block in the Santos basin. Statoil’s share of the pre-determined signature bonus paid by the consortium in December 2017 was USD 350 million and is recognised as an intangible asset. 

Statoil, Annual Report on Form 20-F 2017      165  


 

 

At the same time in October 2017 Statoil has agreed to divest 33 % out of its 76 % interest in BM-S-8 licence to ExxonMobil for a total potential consideration of around USD 1.3 billion, comprising an upfront cash payment of around USD 800 million and a contingent cash payment of around USD 500 million; a further 3.5 % to ExxonMobil and 3 % to Galp for a total consideration of around USD 250 million, comprising an upfront cash payment of around USD 155 million and a contingent cash payment of around USD 95 million. As of 31 December 2017, intangible assets related to and liabilities associated with the 39.5 % of current interest in BM-S-8 were presented as held for sale in the Consolidated balance sheet. No impact on the Consolidated statement of income is expected upon the closing of the divestment.

 

After closing these transactions, Statoil will have an ownership share of 36.5 % in the licences, which are expected to be unitised.   The transactions are accounted for in the E&P International segment.

 

Extension of the Azeri-Chirag-Deepwater Gunashli (ACG) production sharing agreement

In the third quarter of 2017 the Azeri-Chirag-Deepwater Gunashli (ACG) production sharing agreement was extended by 25 years and will be effective until the end of 2049 . The transaction was recognised in the E&P International segment in the fourth quarter of 2017, following ratification by the Parliament (Milli Majlis) of the Republic of Azerbaijan. As part of the new agreement, Statoil’s participating interest will be adjusted to 7.27 % down from 8.56 %. The international partners will make a total payment of USD 3.6 billion to the State Oil Fund of the Republic of Azerbaijan, Statoil's share will be approximately USD 349 million, which will be paid over a period of 8 years .

 

Acquisition of interests in Roncador field

In December 2017 Statoil entered into agreement with Petrobras to acquire a 25 % interest in Roncador, an oil field in the Campos Basin in Brazil. A cash consideration of USD 2.35 billion will be paid on the closing date. The liability for payment of the remaining consideration of up to USD 550 million is subject to certain conditions being met, and will be reflected at fair value at the acquisition date. Petrobras retains operatorship and a 75 % interest. Closing is expected in 2018 and is subject to certain conditions, including government approval. The acquired interest will be reflected in accordance with the principles of IFRS 3 Business Combinations, and Statoil’s ownership in the field will thereafter be accounted for as a joint operation. The transaction will be accounted for in the E&P International segment.

 

Acquisition of interests in Martin Linge field and Garantiana discovery

In December 2017 Statoil and Total have agreed on a transaction whereby Statoil will acquire Total’s equity stakes and take over as operator in the Martin Linge field ( 51 %) and the Garantiana discovery ( 40 %) on the Norwegian continental shelf (NCS). The transaction is subject to certain conditions, including government approval. Statoil will pay Total consideration which, based on a 1 January 2017 valuation, amounts to USD 1.45 billion. At the completion of the transaction, which is expected late March 2018, the consideration will be subject to adjustment reflecting post-tax cash flows in the period from valuation until the date of closing. The assets and liabilities related to the acquired portion of Martin Linge will be reflected in accordance with the principles of IFRS 3 Business Combinations. The transaction will be accounted for in the Exploration & Production Norway (E&P Norway) segment.

 

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).  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 owned 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 E&P Norway segment (USD 114 million) and in the Marketing, Midstream & 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. 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 E&P Norway segment. For summarised financial information relating investment in Lundin Petroleum AB, see note 12 Equity accounted investments.  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.

 

Sale of interest in Marcellus operated onshore play

In July 2016 Statoil divested 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 E&P International segment   with an immaterial effect on the Consolidated statement of income recognised in the third quarter of 2016.

 

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 , recognised in the E&P International segment   with no gain .

 

166 2     Statoil, Annual Report on Form 20-F 2017       


 

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 E&P International 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 E&P Norway 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 E&P International 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.

 

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 takes into account correlations between the most important market risks and the natural hedges inherent in Statoil's portfolio. This approach allows Statoil to reduce the number of risk management transactions and avoid sub-optimisation.

 

An important element in risk management is the use of centralised trading mandates. Mandates in the trading organisations within crude oil, refined products, natural gas and electricity are relatively small compared to the total market risk of Statoil. All major strategic transactions are required to be coordinated through Statoil’s corporate risk committee.

 

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.

 

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.

 

Statoil, Annual Report on Form 20-F 2017      167  


 

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 and 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.

 

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 2022 The facility supports secure access to funding, supported by the best available short-term rating. As at 31 December 2017 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 5 % 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)

2017

2016

 

 

 

Due within 1 year

14,668

12,756

Due between 1 and 2 years

5,331

8,506

Due between 3 and 4 years

4,810

6,023

Due between 5 and 10 years

11,913

11,045

Due after 10 years

11,498

12,905

 

 

 

Total specified

48,221

51,234

 

Credit risk

Credit risk is the risk that Statoil's cust omers or counterparties will cause Statoil financial loss by failing to honor 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.

 

 

 

168 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2 % 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 2017

 

 

 

 

Investment grade, rated A or above

262

2,148

1,079

84

Other investment grade

214

6,135

525

71

Non-investment grade or not rated

247

278

0

5

 

 

 

 

 

Total financial asset

723

8,560

1,603

159

 

 

 

 

 

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

 

 

For more information about Trade and other receivables, see note 15 Trade and other receivables.

 

At 31 December 2017, USD 704 million of cash was held as collateral to mitigate a portion of Statoil's credit exposure. At 31 December 2016, USD 571 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 2017, USD 706 million presented as liabilities do not meet the criteria for offsetting. At 31 December 2016, USD 817 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 502 million have been offset as of 31 December 2017, and respectively USD 364 million as of 31 December 2016.

  

 

6 Remuneration

 

 

Full year

(in USD million, except average number of employees)

2017

2016

2015

 

 

 

 

Salaries 1)

2,671

2,576

2,791

Pension costs

469

650

846

Payroll tax

387

394

419

Other compensations and social costs

290

276

312

 

 

 

 

Total payroll costs

3,818

3,895

4,369

 

 

 

 

Average number of employees 2)

20,700

21,300

22,300

 

1)      Salaries include bonuses, severance packages and expatriate costs in addition to base pay.

2)      Part time employees amount to 3 % for each of the years 2017, 2016 and 2015 respectively.

 

Total payroll expenses are accumulated in cost-pools and partly charged to partners of Statoil operated licences on an hours incurred basis.

 

Statoil, Annual Report on Form 20-F 2017      169  


 

Compensation to the board of directors (BoD) and the corporate executive committee (CEC)

 

 

Full year

(in USD thousand) 1)

2017

2016

2015

 

 

 

 

Current employee benefits

11,067

9,270

11,436

Post-employment benefits

636

574

799

Other non-current benefits

25

19

15

Share-based payment benefits

175

102

167

 

 

 

 

Total

11,902

9,966

12,418

 

 

1)         All figures in the table are presented on accrual basis.

 

At 31 December 2017, 2016 and 2015 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 62 million, USD 61 million and USD 77 million related to the 2017, 2016 and 2015 programmes, respectively. For the 2018 programme (granted in 2017) the estimated compensation expense is USD 72 million. At 31 December 2017 the amount of compensation cost yet to be expensed throughout the vesting period is USD 143 million.

  

 

7 Other expenses

 

Auditor's remuneration

 

Full year

(in USD million, excluding VAT)

2017

2016

2015

 

 

 

 

Audit fee

6.1

6.5

6.1

Audit related fee

0.9

1.0

1.7

Tax fee

0.0

0.1

0.0

Other service fee

0.0

0.0

0.0

 

 

 

 

Total

7.0

7.5

7.9

 

 

 

 

 

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 0.8 million and USD 0.9 million for 2017, 2016 and 2015, respectively.

 

Research and development expenditures

Research and development (R&D) expenditures were USD 307 million, USD 298 million and USD 344 million in 2017, 2016 and 2015, respectively. R&D expenditures are partly financed by partners of Statoil operated licences. Statoil's share of the expenditures has been recognised as expense in the Consolidated statement of income.

170 2     Statoil, Annual Report on Form 20-F 2017       


 

8 Financial items

 

 

Full year

(in USD million)

2017

2016

2015

 

 

 

 

Foreign exchange gains (losses) derivative financial instruments

(920)

353

548

Other foreign exchange gains (losses)

1,046

(473)

(793)

 

 

 

 

Net foreign exchange gains (losses)

126

(120)

(245)

 

 

 

 

Dividends received

63

46

42

Gains (losses) financial investments

108

(0)

47

Interest income financial investments

64

63

76

Interest income non-current financial receivables

24

22

23

Interest income current financial assets and other financial items

228

305

208

 

 

 

 

Interest income and other financial items

487

436

396

 

 

 

 

Gains (losses) derivative financial instruments

(61)

470

(491)

 

 

 

 

Interest expense bonds and bank loans and net interest on related derivatives

(1,004)

(830)

(707)

Interest expense finance lease liabilities

(26)

(26)

(27)

Capitalised borrowing costs

454

355

392

Accretion expense asset retirement obligations

(413)

(420)

(481)

Interest expense current financial liabilities and other finance expense

86

(122)

(147)

 

 

 

 

Interest and other finance expenses

(903)

(1,043)

(971)

 

 

 

 

Net financial items

(351)

(258)

(1,311)

 

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 1,084 million, USD 1,018 million and USD 1,041 million from the financial liabilities at amortised cost category. This was partially offset by net interest income on related derivatives from the held for trading category, USD 80 million, USD 188 million and USD 334 million for 2017, 2016 and 2015, respectively.

 

The line item gains (losses) derivative financial instruments primarily includes fair value loss from the held for trading category of USD 77 million, a gain of USD 454 million and a loss of USD 492 million for 2017, 2016 and 2015, respectively.

 

The line item interest expense current financial liabilities and other finance expense includes an income of USD 319 million in 2017 related to release of a provision. See note 23 Other commitments and contingencies.

 

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 gain of USD 427 million, a loss of USD 205 million and a loss of USD 1,208 million from the held for trading category for 2017, 2016 and 2015, respectively.


 

9 Income taxes

 

Significant components of income tax expense

 

Full year

(in USD million)

2017

2016

2015

 

 

 

 

Current income tax expense in respect of current year

(7,680)

(3,869)

(6,488)

Prior period adjustments

(124)

(158)

(91)

 

 

 

 

Current income tax expense

(7,805)

(4,027)

(6,579)

 

 

 

 

Origination and reversal of temporary differences

(904)

1,372

1,519

Change in tax regulations

(14)

(50)

(90)

Prior period adjustments

(100)

(20)

(74)

 

 

 

 

Deferred tax expense

(1,017)

1,302

1,355

 

 

 

 

Income tax expense

(8,822)

(2,724)

(5,225)

 

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.

172 2     Statoil, Annual Report on Form 20-F 2017       


 

Reconciliation of statutory tax rate to effective tax rate

 

Full year

(in USD million)

2017

2016

2015

 

 

 

 

Income/(loss) before tax

13,420

(178)

55

 

 

 

 

Calculated income tax at statutory rate 1)

(3,827)

676

1,078

Calculated Norwegian Petroleum tax 2)

(5,945)

(2,250)

(4,145)

Tax effect uplift 2)

784

812

847

Tax effect of permanent differences regarding divestments

(85)

153

468

Tax effect of permanent differences caused by functional currency different from tax currency

(229)

(356)

719

Tax effect of other permanent differences

291

(48)

(2)

Tax effect of dispute with Angolan Ministry of Finance 3)

496

0

0

Change in unrecognised deferred tax assets

(169)

(1,625)

(3,557)

Change in tax regulations

(14)

(50)

(90)

Prior period adjustments

(224)

(177)

(165)

Other items including currency effects

100

141

(376)

 

 

 

 

Income tax expense

(8,822)

(2,724)

(5,225)

 

 

 

 

Effective tax rate

65.7%

>(100%)

>100%

 

1)         The weighted average of statutory tax rates was positive 28.5 % in 2017, positive 379.8 % in 2016 and negative 1,950.2 % in 2015. The tax rate in 2017, the high rate in 2016 and the change in average statutory tax rates from 2016 to 2017 is mainly caused by earnings composition between tax regimes with lower statutory tax rates and tax regimes with higher statutory tax rates. The high tax rate in 2016, the negative rate in 2015 and the change in average statutory tax rates from 2015 to 2016 was 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.

2)         When computing the petroleum tax of 54 % ( 55 % from 2018) on income from the Norwegian continental shelf, an additional tax-free allowance, or uplift, is granted on the basis of the original capitalised cost of offshore production installations. 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. For investments made in 2017 the uplift is calculated at a rate of 5.4 % per year, while the rate is 5.5 % per year for investments made in 2014-2016. The rate is 5.3 % per year from 2018 for new investments. 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. For these investments the rate is 7.5 % per year. Unused uplift may be carried forward indefinitely. At year end 2017 and 2016, unrecognised uplift credits amounted to USD 2,003 million and USD 2,121 million, respectively.

3)         Tax effect of dispute with Angolan Ministry of Finance as described in note 23 Other commitments, contingent liabilities and contingent assets.

 

  

Statoil, Annual Report on Form 20-F 2017      173  


 

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 2017

 

 

 

 

 

 

Deferred tax assets

4,459

259

8,049

738

34

763

14,302

Deferred tax liabilities

(0)

(19,027)

0

(11)

(27)

(451)

(19,515)

 

 

 

 

 

 

 

 

Net asset (liability) at 31 December 2017

4,459

(18,768)

8,049

728

7

312

(5,213)

 

 

 

 

 

 

 

 

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)



 

Changes in net deferred tax liability during the year were as follows:

(in USD million)

2017

2016

2015

 

 

 

 

Net deferred tax liability at 1 January

4,231

5,399

7,881

Charged (credited) to the Consolidated statement of income

1,017

(1,302)

(1,355)

Other comprehensive income

38

(129)

461

Translation differences and other

(73)

264

(1,588)

 

 

 

 

Net deferred tax liability at 31 December

5,213

4,231

5,399

 

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)

2017

2016

 

 

 

Deferred tax assets

2,441

2,195

Deferred tax liabilities

7,654

6,427

 

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 supported by business forecast. At year end 2017 and 2016 the deferred tax assets of USD 2,441 million and USD 2,195 million, respectively, were primarily recognised in Norway, Angola, Brasil and the UK. Of these amounts USD 924 million and USD 1,258 million, respectively, is recognised in entities which have suffered a loss in either the current or preceding period.

Unrecognised deferred tax assets

 

At 31 December

 

2017

2016

(in USD million)

Basis

Tax

Basis

Tax

 

 

 

 

 

Deductible temporary differences

3,415

1,409

3,431

1,360

Tax losses carried forward

17,412

4,661

17,440

6,557

 

 

 

 

 

Total

20,827

6,070

20,871

7,917

 

Approximately 16 % 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 2028. 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.

174 2     Statoil, Annual Report on Form 20-F 2017       


At year end 2017 unrecognised deferred tax assets in the US and Angola represents USD 3,559 million and USD 879 million of the total unrecognised deferred tax assets of USD 6,070 million. Similar amounts for 2016 were USD 5,655 million in the US and USD 800 million in Angola of a total of USD 7,917 million. The reduction in unrecognised deferred tax assets in the US of USD 2,096 million is mainly caused by the change in the corporate tax rate from 35 % to 21 %.

 

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 2016

3,394

142,750

8,262

859

17,315

172,579

Additions and transfers

56

10,181

331

47

111

10,727

Disposals at cost

(7)

0

(288)

(50)

(30)

(374)

Effect of changes in foreign exchange

27

4,602

342

10

743

5,724

 

 

 

 

 

 

 

Cost at 31 December 2017

3,470

157,533

8,646

866

18,140

188,656

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2016

(2,767)

(100,971)

(5,772)

(446)

(3,068)

(113,023)

Depreciation

(122)

(9,051)

(485)

(29)

0

(9,688)

Impairment losses

0

(917)

(0)

0

0

(917)

Reversal of impairment losses

48

935

0

0

989

1,972

Transfers

0

(422)

(1)

(0)

370

(53)

Accumulated depreciation and impairment disposed assets

5

(24)

285

39

18

323

Effect of changes in foreign exchange

(17)

(3,331)

(227)

(4)

(55)

(3,634)

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2017

(2,853)

(113,781)

(6,200)

(439)

(1,746)

(125,019)

 

 

 

 

 

 

 

Carrying amount at 31 December 2017

617

43,753

2,446

427

16,394

63,637

 

 

 

 

 

 

 

Estimated useful lives (years)

3-20

UoP 1)

15 - 20

20 - 33 2)

 

 


 

(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

(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

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 1)

15 - 20

20 - 33 2)

 

 

 

1)         Depreciation according to unit of production method (UoP), see note 2 Significant accounting policies

2)         Land is not depreciated

The carrying amount of assets transferred to Property, plant and equipment from Intangible assets in 2017 and 2016 amounted to USD 401 million and USD 692 million, respectively.

Impairments

(in USD million)

Property, plant and equipment

Intangible assets 3)

Total

 

 

 

 

At 31 December 2017

 

 

 

Producing and development assets 1)

(1,056)

(326)

(1,381)

Acquisition costs related to oil and gas prospects 2)

-

245

245

 

 

 

 

Total net impairment loss/(reversal) recognised

(1,056)

(81)

(1,137)

 

 

 

 

At 31 December 2016

 

 

 

Producing and development assets 1)

1,301

590

1,890

Acquisition costs related to oil and gas prospects 2)

-

403

403

 

 

 

 

Total net impairment loss/(reversal) recognised

1,301

992

2,293

 

1)           Producing and development assets and goodwill are subject to impairment assessment under IAS 36. The total net impairment reversal recognised under IAS 36 in 2017 amount to USD 1,381 million, compared to 2016 when the net impairment loss amounted to USD 1,890 million, including impairment reversals and impairments 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 .

176 2     Statoil, Annual Report on Form 20-F 2017       


 

For impairment purposes, 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. 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 7 - 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.

 

 

 

2017

2016

 

(in USD million)

Impairment method

Carrying amount after impairment 1)

Net impairment loss (reversal)

Carrying amount after impairment 1)

Net impairment loss (reversal)

 

 

 

 

 

 

 

 

At 31 December

 

 

 

 

 

 

Exploration & Production Norway

VIU

2,169

(826)

3,115

760

 

 

FVLCOD

1,507

(80)

1,401

69

 

North America - unconventional

VIU

5,017

(1,266)

6,183

945

 

 

FVLCOD

1,422

856

 484 2)

412

 

North America Conventional offshore US Gulf of Mexico

VIU

1,200

(17)

4,459

141

 

 

FVLCOD

0

0

0

0

 

North Africa

VIU

0

0

0

104

 

 

FVLCOD

0

0

0

0

 

Sub-Saharan Africa

VIU

0

0

772

(137)

 

 

FVLCOD

0

0

0

0

 

Europe and Asia

VIU

0

0

1,124

(330)

 

 

FVLCOD

0

0

0

0

 

Marketing, Midstream & Processing

VIU

263

(48)

1,088

(74)

 

 

FVLCOD

0

0

0

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

11,578

(1,381)

18,625

1,890

 

 

 

 

 

 

 

 

1) Carrying amount relates to assets impaired/reversed.

 

2) Asset sold in 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

During 2017 net impairment reversal USD 1,381 million was recognised on producing and development assets. For 2016 the net impairment loss recognised was USD 1,890 million primarily due to declining commodity prices.

 

Exploration & Production Norway

In Exploration & Production Norway net impairment reversal of USD 906 million was recognised in 2017, mainly related to conventional offshore assets in the development phase. The net impairment reversal was mainly triggered by increased reserves, cost reductions and increased short term price assumptions. In 2016 impairment loss of USD 829 million was recognised.

 

North America - unconventional

In the North America – unconventional area net impairment reversal of USD 410 million was recognised in 2017.

 

An impairment reversal of USD 1,266 of which USD 517 million is classified as exploration expenses, was triggered by changes in US tax legislation, including a change in the corporate tax from 35% to 21%. Operational improvements and increased recovery rate also influenced the impairment reversal.

 

An impairment loss of USD 856 million of which USD 191 million is classified as exploration expenses, was triggered by changes in the operational plan following lower than expected production and a significant reduction in expected reserves. To establish the recoverable amount assessed to be fair value less cost of disposal for the impaired asset, Statoil made use of an independent third – party valuation expert as part of the determination. Statoil considered both discounted cash flow calculation and comparable market multiples when determining the fair value less cost of disposal. The primary basis for arriving at the recoverable amount estimate was the use of discounted cash flow calculations which is a level 3 valuation as defined in IFRS 13. The key assumptions used in the discounted cash flow calculations were future commodity prices, the expected operational plan and ultimate recovery rate as well as the discount rates used. The price assumptions used were based on 3 years observable forward prices and maintaining flat real price assumptions thereafter. The discount rate used was 7 - 9 % for proved properties and 12 - 14 % for unproved properties in nominal terms after tax with an additional risking for certain elements. In addition to the change in operational plan, the recoverable amount reflects, among other factors, worsening market sentiment around the shale play associated with the impaired asset and somewhat reduced commodity price outlook.

 

In 2016 net impairment loss of USD 1,357 million was recognised in the North America – unconventional area.

Statoil, Annual Report on Form 20-F 2017      177  


 

 

North America Conventional offshore Gulf of Mexico

In 2017 the North America Conventional offshore Gulf of Mexico area recognised net impairment reversal of USD 17 million. In 2016 the net impairment loss was USD 141 million.

 

Marketing, Midstream & Processing

Marketing, Midstream & Processing recognised an impairment reversal of USD 48 million in 2017. In 2016 net reversal was USD 74 million.

 

In the North Africa, Sub – Saharan and Europe and Asia areas no impairments or reversals were recognised in 2017. In 2016 total net reversal in these areas were USD 363 million.

 

Value in Use (VIU) estimates and discounted cash flows used to determine the recoverable amount of assets tested for impairment are based on internal forecasts on costs, production profiles and commodity prices. Short term commodity prices (2018/2019/2020) are forecasted by using observable forward prices for 2018 and a linear projection towards the 2021 internal forecast.

 

The price assumptions used for impairment calculations were generally as follows (prices used in 2016 impairment calculations for the respective years are indicated in brackets):

  

 

Year

Prices in real terms1)

2018

 

2020

 

2025

 

2030

 

 

 

 

 

 

 

 

 

 

 

 

Brent Blend – USD/bbl

60

(62)

 

67

(75)

 

77

(78)

 

80

(80)

NBP - USD/mmBtu

6.6

(6.0)

 

6.5

(6.0)

 

8.0

(8.0)

 

8.0

(8.0)

Henry Hub – USD/mmBtu

2.9

(3.6)

 

3.5

(4.0)

 

4.0

(4.0)

 

4.0

(4.0)

1) Basis year 2016

 

 

 

 

 

 

 

 

 

 

 

 

Sensitivities  

Commodity prices have historically been volatile. Significant 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 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 11 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 licence 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.

178 2     Statoil, Annual Report on Form 20-F 2017       


 

11 Intangible assets

 

(in USD million)

Exploration expenses

Acquisition costs - oil and gas prospects

Goodwill

Other

Total

 

 

 

 

 

 

Cost at 31 December 2016

2,856

5,907

1,570

346

10,679

Additions

154

861

0

94

1,109

Disposals at cost

(0)

(0)

0

(26)

(26)

Transfers

(276)

(124)

0

(0)

(401)

Assets reclassified to held for sale

0

(1,369)

0

0

(1,369)

Expensed exploration expenditures previously capitalised

(73)

81

0

0

8

Effect of changes in foreign exchange

56

6

11

4

77

 

 

 

 

 

 

Cost at 31 December 2017

2,715

5,363

1,581

419

10,077

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2016

 

 

(1,242)

(195)

(1,437)

Amortisation and impairments for the year

 

 

0

(12)

(12)

Amortisation and impairment losses disposed intangible assets

 

 

0

(6)

(6)

Effect of changes in foreign exchange

 

 

0

(2)

(2)

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2017

 

 

(1,242)

(215)

(1,457)

 

 

 

 

 

 

Carrying amount at 31 December 2017

2,715

5,363

339

204

8,621



 

(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

 

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 2017, intangible assets were impacted by net impairment reversal of signature bonuses and acquisition costs totalling USD 326 million related to North America – unconventional assets and net impairment of acquisition costs related to exploration activities of USD 245 million primarily as a result from dry wells and uncommercial discoveries in US Gulf of Mexico and South America.

Statoil, Annual Report on Form 20-F 2017      179  


 

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)

2017

2016

 

 

 

Less than one year

218

311

Between one and five years

1,799

2,216

More than five years

698

329

 

 

 

Total

2,715

2,856



 

The table below shows the components of the exploration expenses.

 

Full year

(in USD million)

2017

2016

2015

 

 

 

 

Exploration expenditures

1,234

1,437

2,860

Expensed exploration expenditures previously capitalised

(8)

1,800

2,164

Capitalised exploration

(167)

(285)

(1,151)

 

 

 

 

Exploration expenses

1,059

2,952

3,872

 

12 Equity accounted investments

 

(in USD million)

Lundin Petroleum AB

Other equity accounted investments

Total

Investment at 31 December 2016

1,121

1,124

2,245

Net income/(loss) from equity accounted investments

126

62

188

Acquisitions and increase in paid in capital

0

399

399

Dividend and other distributions

(78)

(112)

(190)

Other comprehensive income/(loss)

(44)

82

38

Divestments, derecognition and decrease in paid in capital

0

(129)

(129)

 

 

 

 

Investment at 31 December 2017

1,125

1,426

2,551

 

Voting rights corresponds to ownership.

180 2     Statoil, Annual Report on Form 20-F 2017       


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 Statoil’s ownership basis ( 20.1 %) 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 increased the reported net income for 2017, as shown in the table below, compared with the equivalent amount reported by Lundin Petroleum AB.

 

 

 

 

 

 

Lundin Petroleum AB

(in USD million)

 

 

 

 

 

2017

2016

 

 

 

 

 

 

 

 

At 31 December

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

101

69

Non-Current assets

 

 

 

 

 

2,920

3,069

Current liabilities

 

 

 

 

 

(62)

(70)

Non-Current liabilities

 

 

 

 

 

(1,834)

(1,947)

Net assets

 

 

 

 

 

1,125

1,121

Year ended 31 December

 

 

 

 

 

 

 

Gross revenues

 

 

 

 

 

376

135

Income/(loss) before tax

 

 

 

 

 

226

(83)

Net income/(loss)

 

 

 

 

 

126

(78)

 

 

 

 

 

 

 

 

Capital expenditures

 

 

 

 

 

250

589

 

 

 

 

 

 

 

 

 

In April 2017 Lundin Petroleum completed a spin-off of its assets in Malaysia, France and the Netherlands into International Petroleum Corporation (IPC) by distributing the IPC share, on a pro-rata basis, to Lundin Petroleum shareholders. IPC prepared a repurchasing programme whereas they would repurchase own shares up to a certain amount, Statoil used the opportunity to sell its issued shares in the spin-off to IPC’s wholly-owned subsidiary, Lundin Petroleum BV. The sale did not result in material gain or loss.

 

Statoil’s share of Lundin Petroleum AB’s quoted market value as per 31.12.2017 was USD 1,565 million.

Statoil, Annual Report on Form 20-F 2017      181  


13 Financial investments and non-current prepayments

 

Non-current financial investments

 

At 31 December

(in USD million)

2017

2016

 

 

 

Bonds

1,611

1,362

Listed equity securities

619

731

Non-listed equity securities

611

251

 

 

 

Financial investments

2,841

2,344

 

Bonds and listed equity securities relate to investment portfolios held by Statoil's captive insurance company which mainly are accounted for using the fair value option.

Non-current prepayments and financial receivables

 

At 31 December

(in USD million)

2017

2016

 

 

 

Financial receivables interest bearing

716

698

Prepayments and other non-interest bearing receivables

196

195

 

 

 

Prepayments and financial receivables

912

893

 

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)

2017

2016

 

 

 

Time deposits

4,111

3,242

Interest bearing securities

4,337

4,970

 

 

 

Financial investments

8,448

8,211

 

At 31 December 2017, current f inancial investments   include USD 714 million investment portfolios held by Statoil's captive insurance company which mainly are accounted for using the fair value option. The corresponding balance at 31 December 2016 was USD 818 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)

2017

2016

 

 

 

Crude oil

2,323

1,966

Petroleum products

596

744

Natural gas

149

160

Other

330

358

 

 

 

Inventories

3,398

3,227

 

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 32 million and USD 74 million in 2017 and 2016, respectively.

182 2     Statoil, Annual Report on Form 20-F 2017       


 

15 Trade and other receivables

 

 

At 31 December

(in USD million)

2017

2016

 

 

 

Trade receivables

7,649

5,504

Current financial receivables

427

862

Joint venture receivables

478

592

Equity accounted associated companies and other related party receivables

6

116

 

 

 

Total financial trade and other receivables

8,560

7,074

Non-financial trade and other receivables

865

765

 

 

 

Trade and other receivables

9,425

7,839

 

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)

2017

2016

 

 

 

Cash at bank available

591

596

Time deposits

1,889

1,660

Money market funds

381

65

Interest bearing securities

1,092

2,234

Restricted cash, including margin deposits

437

535

 

 

 

Cash and cash equivalents

4,390

5,090

 

Restricted cash at 31 December 2017 and 2016 includes collateral deposits related to trading activities of USD 300 million and USD 398 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 2017, Statoil's share capital of NOK 8,307,919,632.50 (USD 1,179,542,543 ) comprised 3,323,167,853 shares at a nominal value of NOK 2.50 . Share capital at 31 December 2016 was 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 .

 

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.

 

A temporary scrip dividend programme was proposed by the board of directors in February 2016, approved by Statoil’s general assembly in May 2016 and reconfirmed by the general assembly in May 2017. The scrip dividend programme was implemented for the quarterly dividends from fourth quarter 2015 to third quarter 2017. Issuance of new shares related to the third quarter 2017 dividend was completed 22 March 2018. As part of the scrip dividend programme, eligible shareholders could elect to receive their dividend in the form of new ordinary Statoil shares or in cash. For ADR (American Depository Receipts) holders, dividend could be received in the form of ADSs (American Depository Shares) or in cash. The subscription price for the dividend shares had 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 all quarters, the discount has been set at 5 %. As part of the scrip dividend programme, the Norwegian State entered into an agreement where it committed for each quarterly dividend where a scrip option was 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 State’s ownership share was not impacted by the scrip dividend programme.

 

During 2017 dividend for the third and for the fourth quarter of 2016 and dividend for the first and second quarter of 2017 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 scrip

Statoil, Annual Report on Form 20-F 2017      183  


 

dividend settled during the period (share capital and additional paid-in-capital). Dividend declared in 2017 relate to the fourth quarter of 2016 and to the first three quarters of 2017.

  

 

 

At 31 December

(in USD million)

2017

2016

 

 

 

Dividends declared

2,891

2,824

USD per share or ADS

0.8804

0.8804

 

 

 

Dividends paid in cash

1,491

1,876

USD per share or ADS

0.8804

0.8804

NOK per share

7.2615

7.3364

 

 

 

Scrip dividends

1,357

904

Number of shares issued (millions)

78.1

56.4

 

 

 

Sum dividends settled

2,848

2,780

 

During 2017 a total of 3,323,671   treasury shares were purchased for USD 63 million and 3,219,327 treasury shares were allocated to employees participating in the share saving plan. 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. At 31 December 2017 Statoil had 11,243,234   treasury shares and at 31 December 2016 11,138,890   t reasury 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)

2017

2016

 

 

 

Net interest-bearing debt adjusted (ND)

16,287

19,389

Capital employed adjusted (CE)

56,172

54,490

 

 

 

Net debt to capital employed adjusted (ND/CE)

29.0%

35.6%

 

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 1,014 million and USD 1,216 million for 2017 and 2016, respectively) and balances related to the SDFI (amounting to USD 164 million and USD 199 million for 2017 and 2016, respectively). CE is defined as Statoil's total equity (including non-controlling interests) and ND.

184 2     Statoil, Annual Report on Form 20-F 2017       


 

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)

 

2017

2016

2017

2016

2017

2016

 

 

 

 

 

 

 

Unsecured bonds

 

 

 

 

 

 

United States Dollar (USD)

3.73

3.54

14,953

19,712

16,106

20,681

Euro (EUR)

2.10

2.10

9,347

8,211

10,057

8,884

Great Britain Pound (GBP)

6.08

6.08

1,859

1,693

2,734

2,475

Norwegian kroner (NOK)

4.18

4.18

366

348

427

386

 

 

 

 

 

 

 

Total

 

 

26,524

29,964

29,325

32,427

 

 

 

 

 

 

 

Unsecured loans

 

 

 

 

 

 

Japanese yen (JPY)

4.30

4.30

89

85

118

119

 

 

 

 

 

 

 

Finance lease liabilities

 

 

478

507

496

526

 

 

 

 

 

 

 

Total

 

 

567

592

614

645

 

 

 

 

 

 

 

Total finance debt

 

 

27,090

30,556

29,938

33,072

Less current portion

 

 

2,908

2,557

2,924

2,584

 

 

 

 

 

 

 

Non-current finance debt

 

 

24,183

27,999

27,014

30,488

 

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)         Where available, the fair value of the non-current financial liabilities is determined from quoted market prices, classified at level 1 in the fair value hierarchy. If quoted market prices are not available, fair values are determined from external calculation models based on market observations from various sources, classified at level 2 in the fair value hierarchy.

 

Unsecured bonds amounting to USD 14,953 million are denominated in USD and unsecured bonds amounting to USD 8,347 million are swapped into USD. Four bonds denominated in EUR amounting to USD 3,224 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.

 

Out of Statoil's total outstanding unsecured bond portfolio, 42 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 26,158 million at the 31 December 2017 closing exchange rate.

In addition to the planned repayment of three bonds at maturity date, Statoil did a buy-back of two outstanding bonds of USD 2,25 billion in 2017. These notes were originally due 8 November 2018 and 15 April 2019.

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.

Statoil, Annual Report on Form 20-F 2017      185  


 

Non-current finance debt maturity profile

 

At 31 December

(in USD million)

2017

2016

 

 

 

Year 2 and 3

3,521

6,478

Year 4 and 5

3,041

3,798

After 5 years

17,620

17,723

 

 

 

Total repayment of non-current finance debt

24,183

27,999

 

 

 

Weighted average maturity (years)

9

9

Weighted average annual interest rate (%)

3.50

3.41


More information regarding finance lease liabilities is provided in note 22 Leases.

 

Current finance debt

 

At 31 December

(in USD million)

2017

2016

 

 

 

Collateral liabilities

704

571

Non-current finance debt due within one year

2,908

2,557

Other including bank overdraft

479

545

 

 

 

Total current finance debt

4,091

3,674

 

 

 

Weighted average interest rate (%)

1.65

1.61

 

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) program. Issuance on the CP program amounted to USD 449 million as of 31 December 2017 and USD 500 million as of 31 December 2016.

 

 

 

 

 

 

 

 

 

(in USD million)

Non current finance debt

Current finance debt

Financial receivable Collaterals 1)

Additional paid in capital

Share based payment/Treasury shares

Non controlling interest

Dividend payable

Total

 

 

 

 

 

 

 

 

At 31 December 2016

27,999

3,674

(735)

(212)

27

712

31,465

Transfer to current portion

(351)

351

-

-

-

-

-

Effect of exchange rate changes

1,302

(13)

-

-

-

(11)

1,278

Dividend decleared

-

-

-

-

-

2,891

2,891

Scrip dividend

-

-

-

-

-

(1,357)

(1,357)

Cash flows provided by (used in) financing activities

(4,775)

53

464

(62)

(12)

(1,491)

(5,823)

Other changes

8

26

(1)

83

9

(15)

110

 

 

 

 

 

 

 

 

At 31 December 2017

24,183

4,091

(272)

(191)

24

729

28,564

 

 

 

 

 

 

 

 

1) Financial receivables collaterals are in included in trade and other receivables in the balance sheet. See note 15 Trade and other receivables.

186 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2017 the discount rate for the defined benefit plans in Norway was established on the basis of seven years' mortgage covered bonds interest rate extrapolated on a yield curve which matches the duration of Statoil's payment portfolio for earned benefits , which was calculated to be 17.2 years at the end of 2017. 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 licence partners.

 

Net pension cost

 

 

(in USD million)

2017

2016

2015

 

 

 

 

Current service cost

242

238

378

Interest cost

-

192

191

Interest (income) on plan asset

-

(148)

(145)

Past service cost

(0)

2

-

Losses (gains) from curtailment, settlement or plan amendment

15

109

250

Actuarial (gains) losses related to termination benefits

(1)

59

(1)

Notional contribution plans

51

50

36

 

 

 

 

Defined benefit plans

308

503

709

 

 

 

 

 

 

 

 

Defined contribution plans

162

148

135

 

 

 

 

Total net pension cost

469

650

844

 

In addition to the pension cost presented in the table above, financial items related to defined benefit plans are included in the statement of income within Net financial items. Interest cost and changes in fair value of notional assets of USD 201 million, and interest income of USD 138 million has been recognised in 2017.

 

New entrants for the early retirement plans have been included as a settlement cost. The total impact in 2017 was USD 2 million, USD 123 million in 2016 and USD 173 million in 2015.

Statoil, Annual Report on Form 20-F 2017      187  


 

(in USD million)

2017

2016

 

 

 

Defined benefit obligations (DBO)

 

 

Defined benefit obligations at 1 January

7,791

6,822

Current service cost

243

239

Interest cost

219

192

Actuarial (gains) losses - Financial assumptions

(26)

879

Actuarial (gains) losses - Experience

(21)

(282)

Benefits paid

(311)

(235)

Losses (gains) from curtailment, settlement or plan amendment

13

171

Paid-up policies

(84)

(131)

Foreign currency translation

411

87

Changes in notional contribution liability

52

50

 

 

 

Defined benefit obligations at 31 December

8,286

7,791

 

 

 

Fair value of plan assets

 

 

Fair value of plan assets at 1 January

5,250

5,127

Interest income

148

148

Return on plan assets (excluding interest income)

283

76

Company contributions

39

22

Benefits paid

(196)

(80)

Paid-up policies and personal insurance

(121)

(92)

Foreign currency translation

283

50

 

 

 

Fair value of plan assets at 31 December

5,687

5,250

 

 

 

Net pension liability at 31 December

(2,599)

(2,541)

 

 

 

Represented by:

 

 

Asset recognised as non-current pension assets (funded plan)

1,306

839

Liability recognised as non-current pension liabilities (unfunded plans)

(3,905)

(3,380)

 

 

 

DBO specified by funded and unfunded pension plans

8,286

7,791

 

 

 

Funded

4,392

4,423

Unfunded

3,894

3,368

 

 

 

Actual return on assets

431

131

 

 

The actuarial gain in 2017 is related to changes in financial and demographic assumptions.  Statoil recognised an actuarial loss from changes in financial assumptions in 2016 mainly relate to increased pension liabilities due to reduced interest rates and a higher expected rate of pension increase.

 

Actuarial losses and gains recognised directly in Other comprehensive income (OCI)

 

 

 

 

 

(in USD million)

2017

2016

2015

 

 

 

 

Net actuarial (losses) gains recognised in OCI during the year

331

(482)

1,139

Actuarial (losses) gains related to currency effects on net obligation and foreign exchange translation

(158)

(21)

460

Tax effects of actuarial (losses) gains recognised in OCI

(38)

129

(461)

 

 

 

 

Recognised directly in OCI during the year net of tax

135

(374)

1,138

 

 

 

 

Cumulative actuarial (losses) gains recognised directly in OCI net of tax

(1,053)

(1,188)

(814)

 

  

188 2     Statoil, Annual Report on Form 20-F 2017       


 

 

Actuarial assumptions

 

Assumptions used to determine benefit costs in %

Assumptions used to determine benefit obligations in %

 

 

 

 

2017

2016

2017

2016

 

 

 

 

 

Discount rate

2.50

2.75

2.50

2.50

Rate of compensation increase

2.25

2.25

2.25

2.25

Expected rate of pension increase

1.75

1.00

1.75

1.75

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

 

 

17.2

17.4

 

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 2017 was 0.2 % and 2.2 % for employees between 50-59 years and 60-67 years, and 0.4 % and 0.1 % in 2016.

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 2017.

 

 

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 2017

(607)

689

88

(92)

527

(583)

295

(323)

Service cost 2018

(22)

25

8

(8)

21

(19)

8

(11)

 

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.

 

 

Statoil, Annual Report on Form 20-F 2017      189  


 

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 447 million and USD 402 million of total pension assets at 31 December 2017 and 2016, respectively, and are rented to Statoil companies.

The table below presents the portfolio weighting as approved by the board of Statoil Pension for 2017. The portfolio weight during a year will depend on the risk capacity.

 

Pension assets on investments classes

Target portfolio weight

(in %)

2017

2016

 

 

 

 

Equity securities

37.5

39.0

31 - 43

Bonds

41.7

41.1

36 - 48

Money market instruments

14.3

13.9

0 - 29

Real estate

6.1

5.4

 5 - 10

Other assets

0.4

0.6

 

 

 

 

 

Total

100.0

100.0

 

 

In 2017 92 % of the equity securities, 32 % of bonds and 67 % of money market instruments had quoted market prices in an active market (level 1). 8 % of the equity securities, 68 % of bonds and 32 % of money market instruments had market prices based on inputs other than quoted prices. If quoted market prices are not available, fair values are determined from external calculation models based on market observations from various sources, classified at level 2 in the fair value hierarchy.

In 2016 98 % of the equity securities, 30 % of bonds and 71 % of money market instruments had quoted market prices in an active market. 0 % of the equity securities, 70 % of bonds and 28 % of money market instruments had market prices based on inputs other than quoted prices (level 2).

For definition of the various levels, see note 25 Financial instruments: fair value measurement and sensitivity analysis of market risk .

Company contributions expected to be made to Statoil Pension in 2018 are not considered significant.

 

20 Provisions

 

(in USD million)

Asset retirement obligations

Claims and litigations

Other

provisions

Total

 

 

 

 

 

Non-current portion at 31 December 2016

10,711

1,209

1,487

13,406

Current portion at 31 December 2016 reported as trade and other payables

188

1,147

922

2,258

 

 

 

 

 

Provisions at 31 December 2016

10,899

2,356

2,409

15,664

 

 

 

 

 

New or increased provisions

768

128

833

1,729

Decrease in the estimates

(388)

(1,120)

(272)

(1,780)

Amounts charged against provisions

(222)

(22)

(579)

(824)

Effects of change in the discount rate

543

-

(6)

538

Reduction due to divestments

(2)

-

-

(2)

Accretion expenses

413

-

-

413

Reclassification and transfer

-

-

16

16

Currency translation

441

(2)

49

487

 

 

 

 

 

Provisions at 31 December 2017

12,451

1,339

2,451

16,241

 

 

 

 

 

Current portion at 31 December 2017 reported as trade and other payables

69

68

547

684

Non-current portion at 31 December 2017

12,383

1,271

1,904

15,557

190 2     Statoil, Annual Report on Form 20-F 2017       


 

Expected timing of cash outflows

(in USD million)

Asset retirement obligations

Other

provisions, including claims and litigations

Total

 

 

 

 

2018 - 2022

993

3,082

4,076

2023 - 2027

2,413

342

2,755

2028 - 2032

986

25

1,011

2033 - 2037

4,368

16

4,384

Thereafter

3,691

324

4,015

 

 

 

 

At 31 December 2017

12,451

3,790

16,241

 

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.

The main change in the caption claims and litigations concerns a settlement of a dispute with the Angolan Ministry of Finance. For further information on this dispute and other contingent liabilities, see 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 for a contingent consideration related to the BM-S-8 acquisition in Brazil. In 2017, provisions related to the BM-S-8 acquisition increased to USD 1.2 billion of which USD 0.3 billion is current portion. For further information, see note 4 Acquisitions and divestments.

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)

2017

2016

 

 

 

Trade payables

3,181

2,358

Non-trade payables and accrued expenses

2,345

1,623

Joint venture payables

2,464

2,632

Equity accounted associated companies and other related party payables

858

620

 

 

 

Total financial trade and other payables

8,849

7,233

Current portion of provisions and other non-financial payables

888

2,433

 

 

 

Trade, other payables and provisions

9,737

9,666

 

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 associated companies and other related parties, see note 24 Related parties.

Statoil, Annual Report on Form 20-F 2017      191  


 

22 Leases

 

Statoil leases certain assets, notably drilling rigs, vessels and office buildings. Lease contracts committed by a licence are presented net, based on Statoil’s participation interest in the respective licences. Lease contracts for helicopters, supply vessels and other assets used to serve a group of licences are presented net based on Statoil’s average participation interests in these licences.

 

In 2017, net rental expenditures were USD 2,075 million (USD 2,569 million in 2016 and USD 3,439 million in 2015) consisting of minimum lease payments of USD 2,333 million (USD 3,113 million in 2016 and USD 4046 million in 2015) reduced with sublease payments received of USD 272 million (USD 558 million in 2016 and USD 608 million in 2015). There are no significant rig cancellation fees expensed in 2017 (USD 115 million in 2016). No material contingent rent payments have been expensed in 2017, 2016 or 2015.

The information in the table below shows future minimum lease payments due and receivable under non-cancellable operating leases at 31 December 2017:

 

 

Operating leases

(in USD million)

Rigs

Vessels

Land and buildings

Other

Total

Sublease

Net total

 

 

 

 

 

 

 

 

2018

1,039

615

155

152

1,961

(125)

1,837

2019

712

393

140

113

1,359

(105)

1,253

2020

509

382

136

92

1,119

(104)

1,015

2021

374

304

133

60

872

(68)

804

2022

352

233

134

57

777

(22)

755

2023-2027

287

498

621

47

1,453

(61)

1,392

2028-2032

-

93

369

23

485

(0)

485

Thereafter

-

13

50

13

76

-

76

 

 

 

 

 

 

 

 

Total future minimum lease payments

3,274

2,532

1,737

558

8,101

(484)

7,617

 

Statoil had certain operating lease contracts for drilling rigs at 31 December 2017. The remaining significant contracts' terms range from one month to six 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 licences 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 2017 includes three crude tankers. The contract's estimated nominal amount was approximately USD 585 million at year end 2017, 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 511 million regarding the lease of one office building located in Bergen and one in Harstad, both owned by Statoil`s pension fund (“Statoil Pension”). These operating lease commitments extend to the year 2034 . USD 387 million of the total is payable after 2021. 

Statoil had finance lease liabilities of USD 478 million at 31 December 2017. The nominal minimum lease payments related to these finance leases amount to USD 630 million. Property, plant and equipment   includes USD 439 million for finance leases that have been capitalised at year end (USD 484 million in 2016), mainly presented in the category machinery, equipment and transportation equipment, including vessels in note 10 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 6,012 million at 31 December 2017. The contractual commitments reflect Statoil's share and mainly comprise construction and acquisition of property, plant and equipment as well as committed investments in equity accounted entities.

 

As a condition for being awarded oil and gas exploration and production licences, participants may be committed to drill a certain number of wells. At the end of 2017, Statoil was committed to participate in 29 wells, with an average ownership interest of approximately 49 %. Statoil's share of estimated expenditures to drill these wells amounts to USD 456 million. Additional wells that Statoil may become committed to participating in depending on future discoveries in certain licences are not included in these numbers.

Other long-term commitments

192 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2045 .

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 2017:

 

(in USD million)

 

 

 

2018

1,548

2019

1,415

2020

1,312

2021

1,101

2022

942

Thereafter

5,563

 

 

Total

11,881

 

Guarantees

Statoil has guaranteed for its proportionate portion of an associate’s long-term bank debt, amounting to USD 305 million. The book value of the guarantee is immaterial.

 

Contingent liabilities and contingent assets

Resolution of the dispute with the Angolan Ministry of Finance

In June 2017 Statoil signed an agreement with the Angolan Ministry of Finance which resolved the dispute over previously assessed additional profit oil and taxes due, and established how to allocate profit oil and assess petroleum income tax (PIT) related to Statoil’s participation in Block 4, Block 15, Block 17 and Block 31 offshore Angola for the years 2002 to 2016.  In accordance with the agreement, Statoil in July 2017 paid in full and final settlement an additional PIT amount to Angola related to the prior reporting periods. The agreement also led to a certain increase in Norwegian taxes payable. In addition to taxes previously provided for in the Consolidated financial statements related to the dispute, the current income tax expense at the time reflected USD 117 million payable in Angola and Norway. Based on the agreement, profit oil and interest expense amounts previously provided for in the current portion of provisions related to claims and litigation were reversed. USD 754 million has been reflected as revenue in the E&P International segment, while USD 319 million has been reflected as interest expense reduction under Net financial items in the Consolidated statement of income. The net effect of the dispute resolution recognised in the Consolidated statement of income consequently was USD 956 million.

 

Redetermination process for Agbami field

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 proceeded to court of Appeal to have the arbitration award set aside. 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 2017, Statoil has recognised a provision of USD 1,165 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.

 

Price review arbitration

Some long-term gas sales agreements contain price review clauses, which in certain cases lead to claims subject to arbitration. The exposure for Statoil related to arbitration has been estimated to an amount equivalent to approximately USD 343 million for gas delivered prior to year end 2017. Statoil has provided for its best estimate related to contractual gas price disputes in the Consolidated financial statements, with the impact to the Consolidated statement of income reflected as revenue adjustments.  

 

Dispute concerning interpretation of the terms of the OML 128 Production Sharing Contract (PSC)

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. Following an arbitration process on the matter concluded in 2015, various disputes related to the legality and enforcement of the arbitration verdict in Contractor’s favour are currently in process in the Nigerian court system.   Statoil’s

Statoil, Annual Report on Form 20-F 2017      193  


 

stake in the dispute at year end 2017 mainly relates to claims for return of certain oil volumes lifted by NNPC during the arbitration process and in subsequent years contrary to the PSC terms. 

 

Dispute with Brazilian tax authorities

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 responses to this effect. The ongoing 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.

 

Suit for an annulment of Petrobras’ sale of the interest in BM-S-8 to Statoil

In April 2017, a federal judge granted an injunction request to suspend the assignment to Statoil of Petróleo Brasileiro S.A.’s (“Petrobras”) 66 % operated interest in the Brazilian offshore licence BM-S-8, in a class action suit filed by the Union of Workers of Oil Tankers of Sergipe (Sindipetro) against Petrobras, Statoil, and ANP - the Brazilian Regulatory Agency (“the defendants”). The suit seeks the annulment of Petrobras’ sale of the interest in BM-S-8 to Statoil, which was closed in November 2016. The injunction was subsequently lifted by the Federal Regional Court. This decision is appealable. At the end of 2017 the acquired interest remains in Statoil’s balance sheet as intangible assets of the Exploration & Production International (E&P International) segment. For further information about Statoil’s acquisitions and divestments in BM-S-8, reference is made to the 2017 Consolidated annual financial statements note 4 Acquisitions and divestments.

 

A deviation notice from Norwegian tax authorities

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 in this matter 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 and that the group has a strong position, and no amounts have consequently been provided for this issue in the accounts.

 

Other claims

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 2017, the Norwegian State had an ownership interest in Statoil of 67.0 % (excluding Folketrygdfondet, the Norwegian national insurance fund, of 3.3 %). 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 7,352 million, USD 5,848 million and USD 7,431 million in 2017, 2016 and 2015, respectively. Total purchases of natural gas regarding the Tjeldbergodden methanol plant from the Norwegian State amounted to USD 39 million, USD 44 million and USD 68 million in 2017, 2016 and 2015, 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 1,155 million, USD 1,167 million and USD 1,105 million in 2017, 2016 and 2015, 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.

194 2     Statoil, Annual Report on Form 20-F 2017       


 

As of 31 December 2017, Statoil had an ownership interest in Lundin Petroleum AB (Lundin) of 20.1 % of the outstanding shares and votes. Total purchase of oil and related products from Lundin amounted to USD 176 million and USD 155 million in 2017 and 2016, respectively. The purchase of oil and related products is recorded in Statoil ASA.

For information concerning certain lease arrangements with Statoil Pension, see note 22 Leases .

Related party transactions with management are presented in note 6 Remuneration .   Management remuneration for 2017 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 2017

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Non-current derivative financial instruments

   

-

-

1,603

-

-

1,603

Non-current financial investments

13

47

397

-

2,397

-

2,841

Prepayments and financial receivables

13

723

-

-

-

188

912

 

 

 

 

 

 

 

 

Trade and other receivables

15

8,560

-

-

-

865

9,425

Current derivative financial instruments

   

-

-

159

-

-

159

Current financial investments

13

4,085

-

3,649

714

-

8,448

Cash and cash equivalents

16

2,917

-

1,473

-

-

4,390

 

 

 

 

 

 

 

 

Total

 

16,332

397

6,884

3,112

1,053

27,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

Statoil, Annual Report on Form 20-F 2017      195  


 

(in USD million)

Note

Amortised cost

Fair value through profit or loss

Non-financial liabilities

Total carrying amount

 

 

 

 

 

 

At 31 December 2017

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-current finance debt

18

24,183

-

-

24,183

Non-current derivative financial instruments

   

-

900

-

900

 

 

 

 

 

 

Trade and other payables

21

8,849

-

888

9,737

Current finance debt

18

4,091

-

-

4,091

Dividend payable

 

729

-

-

729

Current derivative financial instruments

   

-

403

-

403

 

 

 

 

 

 

Total

 

37,851

1,302

888

40,042

 

 

 

 

 

 

 

 

 

 

 

 

(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

 

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 2017

 

 

 

 

 

 

 

 

Level 1

1,126

-

355

-

-

-

-

1,481

Level 2

1,271

1,320

4,008

122

1,473

(900)

(399)

6,896

Level 3

397

283

-

37

-

-

(4)

713

 

 

 

 

 

 

 

 

 

Total fair value

2,794

1,603

4,363

159

1,473

(900)

(403)

9,090

 

 

 

 

 

 

 

 

 

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

(0)

66

-

(6)

(4)

1,110

 

 

 

 

 

 

 

 

 

Total fair value

2,344

1,819

4,994

492

2,299

(1,420)

(508)

10,019

 

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.

196 2     Statoil, Annual Report on Form 20-F 2017       


 

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. Applying this assumption would have an insignificant impact on the fair value for these contracts.

The reconciliation of the changes in fair value during 2017 and 2016 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 2017

 

 

 

 

 

 

Opening balance

207

848

66

(6)

(4)

1,110

Total gains and losses recognised in statement of income

-

(69)

36

6

-

(27)

Purchases

90

-

-

-

-

90

Settlement

-

(533)

(67)

-

-

(600)

Transfer into level 3

94

-

-

-

-

94

Foreign currency translation differences

5

37

3

-

-

45

 

 

 

 

 

 

 

Closing balance

397

283

37

-

(4)

713

 

 

 

 

 

 

 

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

 

During 2017 the financial instruments within level 3 have had a net decrease in the fair value of USD 397 million.  The USD 27 million recognised in the Consolidated statement of income during 2017 are impacted by a reduction of USD 78 million related to changes in fair value of certain earn-out agreements. Related to the same earn-out agreements, USD 528 million included in the opening balance for 2017 has been agreed settled, while USD 72 million has been fully realised as the underlying volumes have been delivered during 2017.

 

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 2017 at 20 %, and at the end of 2016 at 30 %, are assumed to represent a reasonably likely change based on the duration of the derivatives.


 

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

2017

2016

(in USD million)

- 20%

+ 20%

- 30%

+ 30%

 

 

 

 

 

At 31 December

 

 

 

 

Crude oil and refined products net gains (losses)

687

(606)

395

(390)

Natural gas and electricity net gains (losses)

613

(613)

810

(809)

 

 

 

 

 

 

Currency risk

The following currency risk sensitivity has been calculated, by assuming an 8% reasonable change in the main exchange rates that impact Statoil’s financial accounts, based on balances at 31 December 2017. At 31 December 2016 a change of 12% in the main exchange rates were viewed as a reasonable change.   With reference to table below, an increase in the exchange rates means that the disclosed currency has strengthened in value against all other currencies. The estimated gains and the estimated losses following from a change in the 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

2017

2016

(in USD million)

- 8%

+ 8%

- 12%

+ 12%

 

 

 

 

 

At 31 December

 

 

 

 

USD net gains (losses)

119

(119)

79

(79)

NOK net gains (losses)

(94)

94

31

(31)

 

 

 

 

 

 

Interest rate risk

The following interest rate risk sensitivity has been calculated by assuming a change of 0.6 percentage points as reasonably possible changes in the interest rates at the end of 2017. At the end of 2016 a change of 0.8 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

2017

2016

(in USD million)

 - 0.6 percentage points

+ 0.6 percentage points

 - 0.8 percentage points

+ 0.8 percentage points

 

 

 

 

 

At 31 December

 

 

 

 

Interest rate net gains (losses)

664

(664)

897

(897)

 

26 Subsequent events

 

On 28 February 2018, Statoil received a notice of deviation from Norwegian tax authorities related to an ongoing dispute regarding the level of Research & Development cost to be allocated to the offshore tax regime , increasing the maximum exposure in this matter to USD 470 million Statoil has provided for its best estimate in the matter, and is currently evaluating the notice of deviation.

  

198 2     Statoil, Annual Report on Form 20-F 2017       


 

27 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 2017, 2016 and 2015, and as of 31 December 2017 and 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 2017 (in USD million)

 

 

 

 

 

 

Revenues and other income

39,750

20,579

22,204

(21,535)

60,999

Net income/(loss) from equity accounted companies

5,051

(401)

33

(4,495)

188

 

 

 

 

 

 

Total revenues and other income

44,801

20,178

22,237

(26,029)

61,187

 

 

 

 

 

 

Total operating expenses

(39,570)

(9,217)

(20,022)

21,392

(47,416)

 

 

 

 

 

 

Net operating income/(loss)

5,232

10,961

2,216

(4,637)

13,771

 

 

 

 

 

 

Net financial items

311

(378)

439

(724)

(351)

 

 

 

 

 

 

Income/(loss) before tax

5,543

10,583

2,655

(5,361)

13,420

 

 

 

 

 

 

Income tax

(230)

(8,094)

(539)

40

(8,822)

 

 

 

 

 

 

Net income/(loss)

5,314

2,489

2,116

(5,321)

4,598

 

 

 

 

 

 

Other comprehensive income/(loss)

1,017

355

878

(509)

1,741

 

 

 

 

 

 

Total comprehensive income/(loss)

6,330

2,843

2,995

(5,830)

6,339

Statoil, Annual Report on Form 20-F 2017      199  


 

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/(loss) 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/(loss)

(2,930)

429

(3,865)

6,446

80

 

 

 

 

 

 

Net financial items

728

(560)

(115)

(311)

(258)

 

 

 

 

 

 

Income/(loss) before tax

(2,202)

(131)

(3,980)

6,135

(178)

 

 

 

 

 

 

Income tax

(407)

(2,392)

97

(23)

(2,724)

 

 

 

 

 

 

Net income/(loss)

(2,608)

(2,523)

(3,884)

6,113

(2,902)

 

 

 

 

 

 

Other comprehensive income/(loss)

(671)

153

(280)

441

(357)

 

 

 

 

 

 

Total comprehensive income/(loss)

(3,279)

(2,370)

(4,163)

6,553

(3,259)



 

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/(loss) 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/(loss)

(4,769)

(329)

(6,702)

13,167

1,366

 

 

 

 

 

 

Net financial items

(2,771)

(106)

139

1,427

(1,311)

 

 

 

 

 

 

Income/(loss) before tax

(7,541)

(435)

(6,563)

14,594

55

 

 

 

 

 

 

Income tax

925

(5,301)

(840)

(9)

(5,225)

 

 

 

 

 

 

Net income/(loss)

(6,616)

(5,736)

(7,402)

14,585

(5,169)

 

 

 

 

 

 

Other comprehensive income/(loss)

(1,414)

(1,771)

(1,405)

1,751

(2,838)

 

 

 

 

 

 

Total comprehensive income/(loss)

(8,030)

(7,507)

(8,807)

16,336

(8,007)

200 2     Statoil, Annual Report on Form 20-F 2017       


 

CONDENSED CONSOLIDATED BALANCE SHEET

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

At 31 December 2017 (in USD million)

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Property, plant, equipment and intangible assets

541

32,956

38,786

(25)

72,258

Equity accounted companies

42,625

21,593

1,311

(62,978)

2,551

Other non-current assets

3,851

346

4,989

(84)

9,102

Non-current receivables from subsidiaries

25,896

(0)

22

(25,918)

0

 

 

 

 

 

 

Total non-current assets

72,914

54,895

45,107

(89,005)

83,911

 

 

 

 

 

 

Current receivables from subsidiaries

2,448

2,615

14,215

(19,278)

0

Other current assets

16,165

923

5,582

(1,240)

21,430

Cash and cash equivalents

3,759

27

603

0

4,390

 

 

 

 

 

 

Total current assets

22,372

3,566

20,400

(20,517)

25,820

 

 

 

 

 

 

Assets classified as held for sale

0

0

1,369

0

1,369

 

 

 

 

 

 

Total assets

95,286

58,460

66,876

(109,523)

111,100

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

Total equity

39,861

20,813

42,634

(63,422)

39,885

 

 

 

 

 

 

Non-current liabilities to subsidiaries

19

14,682

11,263

(25,964)

0

Other non-current liabilities

29,070

16,145

7,104

(122)

52,197

 

 

 

 

 

 

Total non-current liabilities

29,090

30,827

18,367

(26,086)

52,198

 

 

 

 

 

 

Other current liabilities

9,242

5,879

4,632

(736)

19,017

Current liabilities to subsidiaries

17,094

941

1,243

(19,278)

0

 

 

 

 

 

 

Total current liabilities

26,335

6,821

5,874

(20,014)

19,017

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

55,425

37,648

24,242

(46,100)

71,214

 

 

 

 

 

 

Total equity and liabilities

95,286

58,460

66,876

(109,523)

111,100

Statoil, Annual Report on Form 20-F 2017      201  


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

202 2     Statoil, Annual Report on Form 20-F 2017       


 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

 

Statoil ASA

Statoil Petroleum AS

Non-guarantor subsidiaries

Consolidation adjustments

The Statoil group

Full year 2017 (in USD million)

 

 

 

 

 

 

Cash flows provided by (used in) operating activities

(92)

9,506

5,235

(286)

14,363

Cash flows provided by (used in) investing activities

3,658

(9,070)

(4,711)

444

(9,678)

Cash flows provided by (used in) financing activities

(4,459)

(478)

(727)

(158)

(5,822)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

(892)

(42)

(203)

0

(1,137)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

377

23

36

0

436

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

4,274

46

770

0

5,090

 

 

 

 

 

 

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

3,759

27

603

0

4,390

 

 

 

 

 

 

 

 

 

 

 

 

 

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

(10,446)

Cash flows provided by (used in) financing activities

(3,308)

(516)

3,616

(1,750)

(1,959)

 

 

 

 

 

 

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

8,613

 

 

 

 

 

 

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

8,613

 

Statoil, Annual Report on Form 20-F 2017      203  


 

4.2 Supplementary oil and gas information (unaudited)

 

In accordance with the US 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 within the Consolidated financial statements.

 

No new events have occurred since 31 December 2017 that would result in a significant change in the estimated proved reserves or other figures reported as of that date.

 

The Agbami equity redetermination in Nigeria implies a reduction of 5.17 percentage points in Statoil’s equity interest in the field. Statoil has proceeded to the court of appeal to have the arbitration award set aside. Final approval in the licence was pending at year end 2017, hence the negative effect on the proved reserves, which is estimated to be less than 10 million boe, is not yet included.

 

In Algeria, an agreement has been signed which will amend the In Amenas Production Sharing Contract by five years, from 2022 to 2027. The effect on the proved reserves will be included once the agreement is approved by the authorities and the effect is known. The effect of the farm out of the Leismer oil sands projects was implemented in 2017 resulting in a reduction of the proved reserves in Canada.

 

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'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 2017, 6% of total proved reserves were related to such agreements (11% of total oil, condensate and natural gas liquids (NGL) reserves and 2% of total gas reserves). This compares with 7% and 9% of total proved reserves for 2016 and 2015, respectively. Net entitlement oil and gas production from fields with such agreements was 94 million boe during 2017 (96 million boe for 2016 and 104 million boe for 2015). 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 estimation of reserves is based on existing economic conditions, including a 12-month average price determined as an unweighted arithmetic average of the first-of-the month price for each month within the reporting period, unless prices are defined by contractual arrangements. The proved reserves at year end 2017 have been determined based on a Brent blend price equivalent of USD 54.32/bbl, compared to USD 42.82/bbl and USD 54.17/bbl for 2016 and 2015 respectively. The volume weighted average gas price for proved reserves at year end 2017 was USD 4.65 mmBtu. The comparable gas price used to determine gas reserves at year end 2016 and 2015 was USD 4.50 mmBtu and USD 5.76 mmBtu. The volume weighted average NGL price for proved reserves at year end 2017 was USD 32.02/boe. The corresponding NGL price used to determine NGL reserves at year end 2016 and 2015 was USD 24.85/boe and USD 30.56/boe. The increase in commodity prices affects the profitable reserves to be recovered from accumulations, resulting in increased reserves. The positive revisions due to price are in general a result of extended economic cut-off. For fields with a production-sharing type of agreement this is to some degree offset by lower entitlement to the reserves. These changes are all included in the revision category in the tables below , giving a net increase 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 utilises 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.

204 2     Statoil, Annual Report on Form 20-F 2017       


 

 

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 geographic area, defined as country or continent containing 15% or more of total proved reserves. At 31 December 2017 Norway contains 73% and US 16% of the total proved reserves. Accordingly, management has determined that the most meaningful presentation of geographic areas would be Norway, US, and the continents of Eurasia (excluding Norway), Africa, and Americas (excluding US).

 

The following tables reflect the estimated proved reserves of oil and gas at 31 December 2014 through 2017, and the changes therein.

 

The reason for the most significant changes to our proved reserves at year end 2017 were:

      Revisions of previously booked reserves, including the effect of improved recovery, increased the proved reserves by 605 million boe in 2017. Many producing fields have significant positive revisions due to better performance, maturing of new wells and improved recovery projects, as well as reduced uncertainty due to further drilling and production experience. The effect of the increased commodity prices, increasing the proved reserves by approximately 200 million boe through extended economic life time on several fields, is also included in this. The largest revisions are seen in Norway, where many of the larger offshore fields continue to decline less than assumed for the proved reserves, and in the US where continued drilling and production from the onshore plays in the Appalachian basin (Marcellus and Utica), Bakken and Eagle Ford have increased the proved reserves

      A total of 441 million boe of new proved reserves are added through extensions and new discoveries booking proved reserves for the first time. New field developments in Norway, such as Johan Castberg, Ærfugl and Bauge, and Peregrino Phase 2 in Brazil, all contribute to this with a total of 260 million boe. Extensions of the proved areas in the US onshore plays contribute with167 million boe. The remaining 14 million boe come from other minor extensions on producing fields where new wells have been drilled in previously unproven areas

      New discoveries with proved reserves booked in 2017 are all expected to start production within a period of five years

      A total of 50 million boe of new proved reserves were purchased in 2017 (the Azeri-Chirag-Gunashli PSA extension and transfer of certain ownership shares in the Appalachian basin from Northwood Energy)

      Sale of 38 million boe of proved reserves from the Leismer oil sands development in Canada which was finalised in 2017

      The 2017 entitlement production was 705 million boe, an increase of 4.7% compared to 2016

 

Changes to the proved reserves in 2017 are also described in some detail by each geographic area in section 2.8 Operational performance, Proved oil and gas reserves. Development of the proved reserves are described in section 2.8 Operational performance, Development of reserves.


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

Net proved oil and condensate reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

886

196

296

279

230

1,887

                                                -

                                                -

55

55

1,942

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

71

(68)

57

(6)

(48)

5

                                                -

                                                -

(5)

(5)

0

Extensions and discoveries

437

                                                -

                                                -

39

34

511

                                                -

                                                -

                                                -

                                                -

511

Purchase of reserves-in-place

                                                -

                                                -

                                                -

4

                                                -

4

                                                -

                                                -

                                                -

                                                -

4

Sales of reserves-in-place

(4)

(38)

                                                -

(1)

                                                -

(43)

                                                -

                                                -

                                                -

                                                -

(43)

Production

(174)

(13)

(75)

(31)

(27)

(319)

                                                -

                                                -

(4)

(4)

(324)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

1,216

76

278

285

189

2,045

                                                -

                                                -

46

46

2,091

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

111

6

16

7

10

149

                                                -

                                                -

(12)

(12)

137

Extensions and discoveries

29

                                                -

                                                -

45

4

78

                                                -

                                                -

                                                -

                                                -

78

Purchase of reserves-in-place

                                                -

                                                -

                                                -

                                                -

                                                -

                                                -

60

0

                                                -

60

60

Sales of reserves-in-place

(14)

                                                -

                                                -

                                                -

                                                -

(14)

                                                -

                                                -

                                                -

                                                -

(14)

Production

(169)

(12)

(72)

(34)

(26)

(313)

(2)

(0)

(4)

(6)

(320)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2016

1,174

71

221

303

177

1,945

58

                                                -

30

88

2,033

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

212

2

32

55

54

354

1

0

(28)

(27)

327

Extensions and discoveries

159

                                                -

                                                -

31

65

256

                                                -

                                                -

                                                -

                                                -

256

Purchase of reserves-in-place

                                                -

34

                                                -

                                                -

                                                -

34

                                                -

                                                -

                                                -

                                                - 

34

Sales of reserves-in-place

                                                -

                                                -

                                                -

                                                -

(38)

(38)

                                                -

                                                -

                                                -

                                                -

(38)

Production

(165)

(10)

(68)

(38)

(21)

(302)

(6)

(0)

(2)

(8)

(310)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2017

1,380

97

185

351

237

2,249

53

                                                -

                                                -

53

2,302

206 2     Statoil, Annual Report on Form 20-F 2017       


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

US

Americas exclusing US

Subtotal

Norway

Eurasia excluding Norway

Americas exclusing US

Subtotal

Total

Net proved NGL reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

31

                                         -

(2)

6

0

36

(1)

                                         -

                                         -

(1)

35

Extensions and discoveries

8

                                         -

                                         -

25

                                         -

33

                                         -

                                         -

                                         -

                                         -

33

Purchase of reserves-in-place

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

Sales of reserves-in-place

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

                                         -

Production

(48)

                                         -

(4)

(9)

(0)

(61)

                                         -

                                         -

                                         -

                                         -

(61)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2017

278

                                         -

10

90

                                         -

378

1

                                         -

                                         -

1

379

 

  

Statoil, Annual Report on Form 20-F 2017      207  


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

Net proved gas reserves in billion standard cubic feet

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

13,694

1,218

299

1,708

                                        -

16,919

                                        -

                                        -

                                        -

                                        -

16,919

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

385

(18)

129

(676)

0

(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)

(0)

(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)

101

0

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)

(226)

(0)

(1,659)

(1)

(0)

                                        -

(2)

(1,661)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2016

12,836

188

280

1,318

                                        -

14,623

15

                                        -

                                        -

15

14,637

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

824

13

102

425

0

1,363

(1)

0

                                        -

(1)

1,363

Extensions and discoveries

198

                                        -

                                        -

659

                                        -

857

                                        -

                                        -

                                        -

                                        - 

857

Purchase of reserves-in-place

                                        -

                                        -

                                        -

90

                                        -

90

                                        -

                                        -

                                        -

                                        -

90

Sales of reserves-in-place

                                        -

                                        -

                                        -

                                        -

                                        -

                                        -

                                        -

                                        -

                                        - 

                                        -

                                        -

Production

(1,515)

(41)

(72)

(240)

(0)

(1,868)

(4)

(0)

                                        -

(5)

(1,873)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2017

12,343

159

310

2,252

                                        -

15,064

9

                                        -

                                        -

9

15,073

 

  

208 2     Statoil, Annual Report on Form 20-F 2017       


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

Net proved reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

3,644

413

364

653

230

5,304

                                        -

                                        -

55

55

5,359

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

146

(72)

83

(146)

(48)

(37)

                                        -

                                        -

(5)

(5)

(42)

Extensions and discoveries

480

                                        -

                                        -

112

34

627

                                        -

                                        -

                                        -

                                        -

627

Purchase of reserves-in-place

                                        -

                                        -

                                        -

13

                                        -

13

                                        -

                                        -

                                        -

                                        -

13

Sales of reserves-in-place

(6)

(215)

                                        -

(13)

                                        -

(235)

                                        -

                                        -

                                        -

                                        -

(235)

Production

(450)

(16)

(88)

(76)

(27)

(658)

                                        -

                                        -

(4)

(4)

(662)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

3,814

111

358

542

189

5,014

-

-

46

46

5,060

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

355

11

14

31

10

421

                                        -

                                        -

(12)

(12)

409

Extensions and discoveries

48

                                        -

                                        -

127

4

179

                                        -

                                        -

                                        -

                                        -

179

Purchase of reserves-in-place

                                        -

                                        -

                                        -

                                        -

                                        -

                                        -

65

0

                                        -

65

65

Sales of reserves-in-place

(15)

                                        -

                                        -

(11)

                                        -

(27)

                                        -

                                        -

                                        -

                                        -

(27)

Production

(454)

(18)

(85)

(83)

(26)

(666)

(3)

(0)

(4)

(7)

(673)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2016

3,748

104

287

605

177

4,921

62

-

30

92

5,013

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

390

4

48

137

54

633

0

0

(28)

(28)

605

Extensions and discoveries

202

                                        -

                                        -

174

65

441

                                        -

                                        -

                                        -

                                        -

441

Purchase of reserves-in-place

                                        -

34

                                        -

16

                                        -

50

                                        -

                                        -

                                        -

                                        -

50

Sales of reserves-in-place

                                        -

                                        -

                                        -

                                        -

(38)

(38)

                                        -

                                        -

                                        -

                                        -

(38)

Production

(483)

(17)

(85)

(90)

(21)

(696)

(6)

(0)

(2)

(9)

(705)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2017

3,857

125

250

842

237

5,311

56

-

-

56

5,367

 

  

Statoil, Annual Report on Form 20-F 2017      209  


 

 

Consolidated companies

Equity accounted

Total

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

Net proved oil and condensate reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

 

 

 

 

 

 

 

 

 

 

 

Developed

559

63

243

139

128

1,133

-

-

24

24

1,156

Undeveloped

327

133

52

140

102

754

-

-

32

32

786

At 31 December 2015

 

 

 

 

 

 

 

 

 

 

 

Developed

505

48

248

163

119

1,083

                                            -

-

21

21

1,104

Undeveloped

711

29

30

122

70

962

                                            -

-

25

25

987

At 31 December 2016

 

 

 

 

 

 

 

 

 

 

 

Developed

536

43

200

182

121

1,082

7

-

16

23

1,105

Undeveloped

638

28

22

121

55

863

51

-

13

65

928

At 31 December 2017

 

 

 

 

 

 

 

 

 

 

 

Developed

514

55

173

252

118

1,112

                                            -

-

                                      -

                                                  -

1,112

Undeveloped

866

42

12

99

119

1,138

53

-

                                      -

53

1,191

Net proved NGL reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

 

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

At 31 December 2017

 

 

 

 

 

 

 

 

 

 

 

Developed

199

                                               -

10

68

                                          -

278

                                            -

-

                                      -

                                                  -

278

Undeveloped

78

                                               -

                                        -

21

                                          -

100

1

-

                                      -

1

101

Net proved gas reserves in billion standard cubic feet

 

 

 

 

 

 

 

 

 

 

 

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

At 31 December 2017

 

 

 

 

 

 

 

 

 

 

 

Developed

8,852

159

273

1,675

                                          -

10,958

                                            -

-

                                      -

                                                  -

10,958

Undeveloped

3,492

                                               -

37

577

                                          -

4,106

9

-

                                      -

9

4,115

Net proved oil, condensate, NGL and gas reserves in million barrels oil equivalent

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

 

 

 

 

 

 

 

 

 

 

 

Developed

2,818

119

287

350

128

3,701

-

-

24

24

3,725

Undeveloped

826

295

78

303

102

1,603

-

-

32

32

1,635

At 31 December 2015

 

 

 

 

 

 

 

 

 

 

 

Developed

2,641

53

294

386

119

3,494

                                            -

-

21

21

3,515

Undeveloped

1,173

57

64

156

70

1,521

                                            -

-

25

25

1,546

At 31 December 2016

 

 

 

 

 

 

 

 

 

 

 

Developed

2,392

76

240

414

121

3,244

8

-

16

24

3,268

Undeveloped

1,357

28

47

191

55

1,678

54

-

13

68

1,746

At 31 December 2017

 

 

 

 

 

 

 

 

 

 

 

Developed

2,290

83

231

619

118

3,342

                                            -

-

                                      -

                                                  -

3,342

Undeveloped

1,567

42

19

223

119

1,969

56

-

                                      -

56

2,025

210 2     Statoil, Annual Report on Form 20-F 2017       


 

 

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)

2017

2016

2015

 

 

 

 

Unproved properties

12,627

13,563

13,341

Proved properties, wells, plants and other equipment

173,954

159,284

150,653

 

 

 

 

Total capitalised cost

186,581

172,847

163,994

Accumulated depreciation, impairment and amortisation

(120,170)

(109,160)

(99,118)

 

 

 

 

Net capitalised cost

66,411

63,687

64,876

 

Net capitalised cost related to equity accounted investments as of 31 December 2017 was USD 1,351 million, USD 2,000 million in 2016 and USD 1,000 million in 2015. The decrease is mainly caused by the reclassification of the 9,67% ownership share in the heavy oil project Petrocedeño in Venezuela from an equity accounted investment to a non-current financial investment as of 30 June 2017. 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

US

Americas excluding US

Total

 

 

 

 

 

 

 

Full year 2017

 

 

 

 

 

 

Exploration expenditures

472

223

77

199

264

1,235

Development costs

4,565

599

417

2,146

376

8,102

Acquired proved properties

0

333

0

32

0

365

Acquired unproved properties

1

13

0

122

726

862

 

 

 

 

 

 

 

Total

5,038

1,168

494

2,499

1,366

10,564

 

 

 

 

 

 

 

Full year 2016

 

 

 

 

 

 

Exploration expenditures

495

155

197

202

388

1,437

Development costs

5,245

661

780

1,705

413

8,804

Acquired proved properties

6

0

0

3

0

9

Acquired unproved properties

57

58

0

9

2,353

2,477

 

 

 

 

 

 

 

Total

5,803

874

977

1,919

3,154

12,727

 

 

 

 

 

 

 

Full year 2015

 

 

 

 

 

 

Exploration expenditures

796

213

381

808

661

2,859

Development costs

5,863

1,420

1,315

3,069

531

12,198

Acquired proved properties

0

0

0

79

0

79

Acquired unproved properties

6

77

88

379

(4)

546

 

 

 

 

 

 

 

Total

6,665

1,710

1,784

4,335

1,188

15,682

 

Expenditures incurred in development activities related to equity accounted investments was USD 19 million in 2017, USD 1,370 million in 2016 and USD 46 million in 2015.

Statoil, Annual Report on Form 20-F 2017      211  


 

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 Exploration & Production Norway (E&P Norway) and Exploration & Production International (E&P International) as presented in note 3 Segments   within the Consolidated financial statements. 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

US

Americas excluding US

Total

 

 

 

 

 

 

 

Full year 2017

 

 

 

 

 

 

Sales

47

236

1,373

217

0

1,873

Transfers

17,578

518

3,345

2,375

944

24,759

Other revenues

(62)

53

3

186

(15)

164

 

 

 

 

 

 

 

Total revenues

17,563

806

4,721

2,778

928

26,796

 

 

 

 

 

 

 

Exploration expenses

(379)

(236)

(143)

25

(327)

(1,059)

Production costs

(2,213)

(157)

(523)

(457)

(259)

(3,610)

Depreciation, amortisation and net impairment losses

(3,874)

(426)

(1,910)

(1,664)

(423)

(8,297)

Other expenses

(742)

(123)

(18)

(680)

(594)

(2,156)

 

 

 

 

 

 

 

Total costs

(7,207)

(941)

(2,595)

(2,776)

(1,603)

(15,122)

 

 

 

 

 

 

 

Results of operations before tax

10,356

(135)

2,126

3

(675)

11,674

Tax expense

(7,479)

179

(741)

1

(15)

(8,056)

 

 

 

 

 

 

 

Results of operations

2,877

44

1,385

3

(690)

3,619

 

 

 

 

 

 

 

Net income/(loss) from equity accounted investments

129

13

0

10

0

151

212 2     Statoil, Annual Report on Form 20-F 2017       


 

Consolidated companies

(in USD million)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

Full year 2016

 

 

 

 

 

 

Sales

57

161

305

241

(15)

749

Transfers

12,962

494

2,803

1,580

886

18,725

Other revenues

136

30

6

259

7

438

 

 

 

 

 

 

 

Total revenues

13,155

685

3,114

2,080

878

19,912

 

 

 

 

 

 

 

Exploration expenses

(383)

(274)

(284)

(1,209)

(803)

(2,952)

Production costs

(2,129)

(148)

(629)

(330)

(333)

(3,569)

Depreciation, amortisation and net impairment losses

(5,698)

(130)

(2,181)

(2,354)

(845)

(11,208)

Other expenses

(417)

(81)

(89)

(906)

(415)

(1,908)

 

 

 

 

 

 

 

Total costs

(8,627)

(633)

(3,183)

(4,799)

(2,395)

(19,637)

 

 

 

 

 

 

 

Results of operations before tax

4,528

52

(69)

(2,719)

(1,517)

275

Tax expense

(2,760)

272

(123)

0

(26)

(2,636)

 

 

 

 

 

 

 

Results of operations

1,768

324

(192)

(2,719)

(1,543)

(2,361)

 

 

 

 

 

 

 

Net income/(loss) from equity accounted investments

(78)

(86)

0

11

(25)

(178)

Statoil, Annual Report on Form 20-F 2017      213  


 

Consolidated companies

(in USD million)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

Full year 2015

 

 

 

 

 

 

Sales

50

257

(41)

204

(5)

464

Transfers

17,429

480

3,454

1,532

1,232

24,127

Other revenues

(143)

1,169

3

3

5

1,036

 

 

 

 

 

 

 

Total revenues

17,336

1,906

3,416

1,738

1,231

25,627

 

 

 

 

 

 

 

Exploration expenses

(576)

(190)

(630)

(2,114)

(362)

(3,872)

Production costs

(2,629)

(160)

(671)

(450)

(345)

(4,254)

Depreciation, amortisation and net impairment losses

(6,379)

(799)

(2,487)

(6,236)

(710)

(16,611)

Other expenses

(594)

(165)

(237)

(788)

(587)

(2,370)

 

 

 

 

 

 

 

Total costs

(10,178)

(1,314)

(4,025)

(9,587)

(2,003)

(27,107)

 

 

 

 

 

 

 

Results of operations before tax

7,157

593

(609)

(7,850)

(772)

(1,481)

Tax expense

(4,824)

238

(717)

(0)

(21)

(5,324)

 

 

 

 

 

 

 

Results of operations

2,333

831

(1,326)

(7,850)

(793)

(6,805)

 

 

 

 

 

 

 

Net income/(loss) from equity accounted investments

3

32

0

0

(123)

(88)



 

Average production cost in USD per boe based on entitlement volumes (consolidated)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

2017

5

9

6

5

12

5

2016

5

8

7

4

13

5

2015

6

10

8

6

13

6

 

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.

214 2     Statoil, Annual Report on Form 20-F 2017       


 

(in USD million)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

At 31 December 2017

 

 

 

 

 

 

Consolidated companies

 

 

 

 

 

 

Future net cash inflows

150,953

6,144

11,504

24,085

10,301

202,987

Future development costs

(15,642)

(1,992)

(594)

(2,020)

(2,499)

(22,747)

Future production costs

(49,229)

(2,792)

(5,240)

(10,342)

(6,564)

(74,167)

Future income tax expenses

(58,774)

(288)

(1,456)

(3,962)

(333)

(64,813)

Future net cash flows

27,307

1,072

4,215

7,761

904

41,259

10% annual discount for estimated timing of cash flows

(10,152)

(315)

(874)

(2,925)

(331)

(14,596)

Standardised measure of discounted future net cash flows

17,155

757

3,341

4,836

573

26,663

 

 

 

 

 

 

 

Equity accounted investments

 

 

 

 

 

 

Standardised measure of discounted future net cash flows

333

-

-

 -    

 -    

333

 

 

 

 

 

 

 

Total standardised measure of discounted future net cash flows including equity accounted investments

17,488

757

3,341

4,836

573

26,995

 

 

 

 

 

 

+

 

 

 

 

 

 

 

(in USD million)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

At 31 December 2016

 

 

 

 

 

 

Consolidated companies

 

 

 

 

 

 

Future net cash inflows

120,355

4,032

10,644

14,452

5,582

155,065

Future development costs

(14,572)

(927)

(733)

(2,574)

(985)

(19,791)

Future production costs

(45,357)

(2,101)

(4,909)

(7,837)

(3,864)

(64,069)

Future income tax expenses

(36,268)

(127)

(1,492)

(1,287)

(68)

(39,243)

Future net cash flows

24,158

876

3,510

2,754

664

31,962

10% annual discount for estimated timing of cash flows

(8,729)

(241)

(646)

(1,019)

(236)

(10,870)

Standardised measure of discounted future net cash flows

15,429

635

2,864

1,735

429

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

1,735

555

21,498

 

 

 

 

 

 

+

 

 

 

 

 

 

 

(in USD million)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

At 31 December 2015

 

 

 

 

 

 

Consolidated companies

 

 

 

 

 

 

Future net cash inflows

160,277

5,455

17,073

15,542

8,053

206,399

Future development costs

(19,409)

(1,345)

(1,330)

(3,362)

(1,796)

(27,242)

Future production costs

(54,911)

(2,765)

(6,832)

(7,844)

(4,919)

(77,271)

Future income tax expenses

(56,680)

(118)

(3,149)

(632)

(167)

(60,747)

Future net cash flows

29,276

1,226

5,762

3,704

1,171

41,139

10% annual discount for estimated timing of cash flows

(12,011)

(406)

(1,386)

(1,688)

(281)

(15,773)

Standardised measure of discounted future net cash flows

17,264

820

4,375

2,016

890

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

2,016

1,030

25,506

Statoil, Annual Report on Form 20-F 2017      215  


 

Changes in the standardised measure of discounted future net cash flows from proved reserves

(in USD million)

2017

2016

2015

 

 

 

 

Consolidated companies

 

 

 

Standardised measure at beginning of year

21,092

25,366

46,270

Net change in sales and transfer prices and in production (lifting) costs related to future production

22,640

(21,148)

(71,817)

Changes in estimated future development costs

(5,572)

(16)

6,739

Sales and transfers of oil and gas produced during the period, net of production cost

(22,446)

(16,824)

(20,803)

Net change due to extensions, discoveries, and improved recovery

3,836

1,099

3,745

Net change due to purchases and sales of minerals in place

(167)

(566)

(1,026)

Net change due to revisions in quantity estimates

10,798

8,163

7,491

Previously estimated development costs incurred during the period

7,597

7,998

10,474

Accretion of discount

4,415

5,949

11,335

Net change in income taxes

(15,530)

11,070

32,958

 

 

 

 

Total change in the standardised measure during the year

5,571

(4,274)

(20,904)

 

 

 

 

Standardised measure at end of year

26,663

21,092

25,366

 

 

 

 

Equity accounted investments

 

 

 

Standardised measure at end of year

333

406

140

 

 

 

 

Standardised measure at end of year including equity accounted investments

26,995

21,498

25,506

 

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 standardised 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 2016. The proved reserves at 31 December 2016 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’.

 

216 2     Statoil, Annual Report on Form 20-F 2017       


 

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 and the New York Stock Exchange 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

2017

2016

2015

2014

2013

 

 

 

 

 

 

 

Shareprice STL (low) (NOK)

136.00

97.90

116.30

120.00

123.00

Shareprice STL (average) (NOK)

152.98

133.50

137.59

166.41

136.72

Shareprice STL (high) (NOK)

176.90

159.80

160.80

194.80

147.70

Shareprice STL (year-end) (NOK)

175.20

158.40

123.70

131.20

147.00

Shareprice STO (low) (USD)

16.29

11.38

13.42

15.82

20.14

Shareprice STO (average) (USD)

18.50

15.92

17.11

26.52

23.32

Shareprice STO (high) (USD)

21.42

18.51

21.31

31.91

27.00

Shareprice STO (year-end) (USD)

21.42

18.24

13.96

17.61

24.13

 

 

 

 

 

 

 

STL Market value year-end (NOK billion)

582

514

394

418

469

STL Daily turnover (million shares)

3.14

4.7

5.1

3.7

3.0

 

 

 

 

 

 

 

Ordinary shares outstanding, year-end

3,323,167,853

3,245,049,411

3,188,647,103

3,188,647,103

3,188,647,103

 

 

 

 

 

 

 


 

 

 

 

 

As of 31 December 2017, Statoil represented 22.96% of the total value of all companies registered on the Oslo Børs, with a market value of NOK 582 billion. Total shareholder return (dividend reinvested) for 2017 is 16.0%.

 

Statoil, Annual Report on Form 20-F 2017      217  


 

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, 3.14 million Statoil shares were traded on the Oslo Børs every day in 2017 compared to 4.7 million shares in 2016. In 2017, Statoil shares accounted for 11,24% of the total market value traded throughout the year.

 

Statoil ASA has one class of shares, and each share confers one vote at the general meeting. Statoil ASA had 3,323,167,853   ordinary shares outstanding at year end. As of 31 December 2017, Statoil had 89,405 shareholders registered in the Norwegian Central Securities Depository (VPS), down from 91,128 shareholders at 31 December 2016.

 

The ticker code will be changed in connection with the company’s proposed name change to Equinor.

 

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.

218 2     Statoil, Annual Report on Form 20-F 2017       


 

 

NOK per ordinary share

 

USD per ADS

Share price

High

Low

 

High

Low

 

 

 

 

 

 

Year ended 31 December

 

 

 

 

 

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

2017

176.90

136.00

 

21.42

16.29

 

 

 

 

 

 

Quarter ended

 

 

 

 

 

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

Friday, March 31, 2017

162.90

142.30

 

19.21

16.83

Friday, June 30, 2017

153.60

138.40

 

18.28

16.29

Friday, September 30, 2017

160.20

136.00

 

20.37

16.32

Friday, December 29, 2017

176.90

158.20

 

21.42

19.81

Up until March 14, 2018

187.30

172.25

 

24.26

21.51

 

 

 

 

 

 

Month of

 

 

 

 

 

September 2017

160.20

147.50

 

20.37

18.96

October 2017

167.90

158.20

 

20.54

19.88

November 2017

170.80

164.00

 

21.01

19.81

December 2017

176.90

165.40

 

21.42

19.95

January 2018

187.30

177.45

 

24.26

22.00

February 2018

182.60

172.25

 

23.83

21.51

Up until March 14, 2018

182.10

174.90

 

23.20

22.61

 

 

 

 

 

 

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 has proposed to the AGM a dividend of USD 0.23 per share for the fourth quarter 2017 which is an increase from the previous quarter.

 

The following table shows the cash dividend amounts to all shareholders since 2013 on a per share basis and in aggregate.

 

 

  

Statoil, Annual Report on Form 20-F 2017      219  


 

 

 

Ordinary dividend per share

 

 

Ordinary dividend per share

Fiscal year

Curr.

Q1

 

Curr.

Q2

 

Curr.

Q3

 

Curr.

Q4

 

Curr.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

-

 

NOK

-

 

NOK

-

 

NOK

1.8000

2015

USD

-

 

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

2017

USD

0.2201

 

USD

0.2201

 

USD

0.2201

 

USD

0.2300

 

USD

0.8903

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The proposed fourth quarter 2017 dividend will be considered at the annual general meeting 15 May 2018. The Statoil share will be traded ex dividend 16 May 2018 and the dividend will be disbursed around 30 May 2018. For US ADR holders, the ex-dividend date will be 16 May 2018 and expected payment will be 31 May 2018.

 

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 2013-2017, 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 2018.

 

 

 

 

 

  

220 2     Statoil, Annual Report on Form 20-F 2017       


 

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 2017.

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 authorised 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 2019. 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 11 May 2017. It is Statoil’s intention to renew this authorisation at the annual general meeting.

  

 

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-17

520,716

162.6375

4,957,941

9,042,059

Feb-17

577,674

147.8341

5,535,615

8,464,385

Mar-17

577,538

148.0420

6,113,153

7,886,847

Apr-17

574,983

148.7173

6,688,136

7,311,864

May-17

558,248

153.3188

7,246,384

6,753,616

Jun-17

594,701

143.6520

594,701

13,405,299

Jul-17

605,735

140.7709

1,200,436

12,799,564

Aug-17

584,442

145.6774

1,784,878

12,215,122

Sep-17

557,325

152.8641

2,342,203

11,657,797

Oct-17

532,356

160.2311

2,874,559

11,125,441

Nov-17

519,650

164.2834

3,394,209

10,605,791

Dec-17

512,546

166.8531

3,906,755

10,093,245

Jan-18

493,678

185.7484

4,400,433

9,599,567

Feb-18

530,143

174.6695

4,930,576

9,069,424

 

 

 

 

 

 

TOTAL

 7,739,735 1)

 156.8071 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 2017      221  


 

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 made made pursuant to the Deposit Agreement

 

 

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 2017, the depositary reimbursed approximately USD 2.978 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 . In addition, 2017 was the first year Statoil claimed dividend fee proceeds which is included here.

 

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 2017, the depositary paid expenses of approximately USD 211,635 directly to third parties.

 

  

 

222 2     Statoil, Annual Report on Form 20-F 2017       


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 received by Norwegian shareholders

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 24% in 2017 to 23% in 2018.

 

Individual shareholders resident in Norway for tax purposes are subject to the standard income tax rate (reduced from 24% in 2017 to 23% in 2018) in Norway for dividend income exceeding a basic tax free allowance. However, in 2018 dividend income exceeding the basic tax free allowance is grossed up with a factor of 1.33 before included in the ordinary taxable income, resulting in an effective tax rate of 30.59% (23% x 1.33). 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.

Taxation of dividends received by foreign shareholders

Non-resident shareholders are as a starting point subject to Norwegian 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.

 

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 24% in 2017 to 23% in 2018).

 

Certain important exceptions and modifications are outlined below.

 

This withholding tax does not apply to corporate shareholders in the EEA area that are equal to Norwegian private or public limited liability companies or certain other types of Norwegian entities, and that are further able to demonstrate 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.

 

The withholding rate of 25% is often reduced in tax treaties between Norway and other countries. The reduced withholding tax 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.

 

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.

Procedure for claiming a reduced withholding tax rate on dividends

A foreign shareholder that is entitled to a reduced withholding tax rate on dividends, may request that the reduced rate is applied at source by the distributor. Such request must be accompanied by satisfactory documentation which supports that the foreign shareholder is entitled to a reduced withholding tax rate.  It is expected that specific documentation requirements soon will be implemented in the regulations to the Norwegian Tax Payment Act, and the Norwegian Ministry of Finance has stated that these requirements should apply from 1 January 2019.

 

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 a 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. Please refer to the tax authorities’ web page for more information and the requirements of such application: http://www.skatteetaten.no/en/person/Aksjer-og-verdipapirer/withholding-tax-refund-on-dividends/

Statoil, Annual Report on Form 20-F 2017      223  


 

.

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 24% in 2017 to 23% in 2018. However, in 2018 the taxable gain or deductible loss is grossed up with a factor of 1.33 before included in the ordinary taxable income, resulting in an effective tax rate of 30.59% (23% x 1.33).

 

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 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 the gain is 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 Norwegian 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 80% (reduced from 90% with effect from and including the income year 2018) 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, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, insurance companies, partnerships, persons liable for the alternative minimum tax, persons that actually or constructively own 10% of the combined power of voting stock of Statoil or of the total value of stock of Statoil, persons that hold shares or ADSs as part of a straddle or a hedging or conversion transaction, persons that purchase or sell shares or ADSs as part of wash sale for tax purposes,  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 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

Statoil, Annual Report on Form 20-F 2017      225  


 

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.

  

 

226 2     Statoil, Annual Report on Form 20-F 2017       


 

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 monthly average exchange rates announced by Norges Bank during the period indicated.

 

For the year ended 31 December

Low

High

Average

End of Period

 

 

 

 

 

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

2017

7.7121

8.6781

8.2712

8.2050



 

 

Low

High

 

 

 

2017

 

 

September

7.7192

7.9726

October

7.8906

8.2161

November

8.1140

8.3043

December

8.2050

8.4103

 

 

 

2018

 

 

January

7.6760

8.1055

February

7.6579

7.9836

March (up to and including 14 March 2018)

7.7393

7.9369

 

On 14 March 2018, the exchange rate announced by the Norges Bank for the Norwegian krone was USD 1.00 = NOK 7.7393

 

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.

 

Statoil, Annual Report on Form 20-F 2017      227  


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 December2017, the Norwegian State had a 67% direct ownership interest in Statoil and a 3.30% indirect interest through the National Insurance Fund (Folketrygdfondet), totaling 70.30%. See note 17 Shareholder’s equity and dividends regarding the Norwegian State and the scrip option.

 

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 resolutions.


 

Shareholders at December 2017

Number of Shares

Ownership in %

 

 

 

 

1

Government of Norway

2,226,522,461

67.00%

2

Folketrygdfondet

109,611,652

3.30%

3

BlackRock Institutional Trust Company, N.A.

38,778,958

1.17%

4

Dodge & Cox

37,602,850

1.13%

5

Lazard Asset Management, L.L.C.

31,942,660

0.96%

6

Fidelity Management & Research Company

29,861,026

0.90%

7

INVESCO Asset Management Limited

28,939,947

0.87%

8

SAFE Investment Company Limited

25,560,235

0.77%

9

The Vanguard Group, Inc.

24,773,677

0.75%

10

KLP Forsikring

17,764,920

0.53%

11

Storebrand Kapitalforvaltning AS

17,202,662

0.52%

12

State Street Global Advisors (US)

16,814,356

0.51%

13

DNB Asset Management AS

14,656,121

0.44%

14

UBS Asset Management (UK) Ltd.

12,027,810

0.36%

15

Northern Cross LLC

11,606,485

0.35%

16

Epoch Investment Partners, Inc.

10,856,350

0.33%

17

Allianz Global Investors GmbH

8,893,846

0.27%

18

Renaissance Technologies LLC

8,454,901

0.25%

19

FMR Investment Management (U.K.) Limited

8,173,719

0.25%

20

AXA Investment Managers UK Ltd.

7,921,254

0.24%

 

 

 

 

Source: Data collected by third party, authorised by Statoil, December 2017.

 

 

 

 

 

 

 

 

 

 

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.

 

  

5.2 USE AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

 

Since 2007, Statoil has been preparing the Consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European union (EU) and as issued by the International Accounting Standards Board. The IFRS standards have been applied consistently to all periods presented in the 2017 Consolidated financial statements.

 

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. The following financial measures may be considered non-GAAP financial measures:

 

a)         Net debt to capital employed ratio before adjustments and Net debt to capital employed ratio adjusted

b)         Return on average capital employed (ROACE)

c)         Organic capital expenditures

d)         Free cash flow

e)         Adjusted earnings after tax

 

Statoil, Annual Report on Form 20-F 2017      229  


 

a) Net debt to capital employed ratio

In Statoil's view, the calculated net debt to capital employed ratio before adjustments and net debt to capital employed ratio adjusted gives an alternative picture of the current debt situation than gross interest-bearing financial debt.

 

The calculation is based on gross interest bearing financial debt in the balance sheet and adjusted for cash, cash equivalents and current financial investments. Certain adjustments are made, e.g. collateral deposits classified as cash and cash equivalents in the Consolidated balance sheet are 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 adjustments increase net debt and give a more prudent definition of the net debt to capital employed ratio than if the IFRS based definition was to be used. 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). N et interest-bearing debt adjusted for these items is included in the average capital employed. The table below reconciles the net interest-bearing debt adjusted, the capital employed and the 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

2017

2016

2015

(in USD million, except percentages)

 

 

 

 

 

 

 

 

Shareholders' equity

39,861

35,072

40,271

Non-controlling interests

24

27

36

 

 

 

 

 

Total equity (A)

39,885

35,099

40,307

 

 

 

 

 

Current finance debt

4,091

3,674

2,326

Non-current finance debt

24,183

27,999

29,965

 

 

 

 

 

Gross interest-bearing debt (B)

28,274

31,673

32,291

 

 

 

 

 

Cash and cash equivalents

4,390

5,090

8,623

Current financial investments

8,448

8,211

9,817

 

 

 

 

 

Cash and cash equivalents and current financial investment (C)

12,837

13,301

18,440

 

 

 

 

 

Net interest-bearing debt before adjustments (B1) (B-C)

15,437

18,372

13,852

 

 

 

 

 

Other interest-bearing elements 1)

1,014

1,216

1,111

Marketing instruction adjustment 2)

(164)

(199)

(214)

 

 

 

 

 

Net interest-bearing debt adjusted (B2)

16,287

19,389

14,748

 

 

 

 

 

Calculation of capital employed:

 

 

 

Capital employed before adjustments to net interest-bearing debt (A+B1)

55,322

53,471

54,159

Capital employed adjusted (A+B2)

56,172

54,488

55,055

 

 

 

 

 

Calculated net debt to capital employed:

 

 

 

Net debt to capital employed before adjustments (B1/(A+B1)

27.9%

34.4%

25.6%

Net debt to capital employed adjusted (B2/(A+B2)

29.0%

35.6%

26.8%

 

 

 

 

 

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.

 

 


 

b) 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. ROACE was 8.2% in 2017, compared to negative 0.4% in 2016 and 4.1% in 2015. The change from 2016 is due to an increase in adjusted earnings after tax.

 

Calculated ROACE based on Adjusted earnings after tax and capital employed adjusted

For the year ended 31 December

(in USD million, except percentages)

2017

2016

2015

 

 

 

 

 

Adjusted earnings after tax (A)

4,528

(208)

2,465

 

 

 

 

Average capital employed adjusted (B)

55,330

54,772

59,712

 

 

 

 

Calculated ROACE based on Adjusted earnings after tax and capital employed adjusted (A/B)

8.2%

-0.4%

4.1%

 

 

 

 

 

 

         

c) Organic capital expenditures

Organic capital expenditures are capital expenditures excluding acquisitions, capital leases and other investments with significant different cash flow pattern. In 2017, a total of USD 1.4 billion were excluded from the organic capital expenditures. Among items excluded from the organic capital expenditure in 2017 were signature bonus for the Carcara North production sharing contract in Brazil, acquisition cost for a 10% stake in the BM-S-8 licence in Brazil and bonus for the extension of the Azeri-Chirag-Deepwater Gunashli (ACG) Production Sharing Agreement in Azerbaijan.

 

In 2016, a total of USD 4.0 billion were excluded from the organic capital expenditures. 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.

 

For more information , see note 3 Segment, line item Additions to PP&E, intangibles and equity accounted investments and, note 4 Acquisitions and divestments to the Consolidated financial statements.

 

d) Free cash flow

Free cash flow includes the following line items in the Consolidated statement of cash flows: Cash flows provided by operating activities before taxes paid and working capital items, taxes paid, capital expenditures and investments, (increase) decrease in other items interest bearing, proceeds from sale of assets and businesses and dividend paid.

 

e) 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 an alternative understanding of operational trends between the periods, and uses this metric in determining variable remuneration and awards of LTI grants to members of the corporate executive committee. Adjusted earnings adjust 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

Statoil, Annual Report on Form 20-F 2017      231  


 

·          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 of assets 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 an alternative indication of the taxes associated with underlying operational performance in the period (excluding financing), and therefore facilitates an alternative 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.

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 Statoil’s on-going operations for the production, manufacturing and marketing of its products and exclude pre- and post-tax impacts of net financial items. Statoil reflect such underlying development in its 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)

2017

2016

 

 

 

Net operating income

13,771

80

 

 

 

Total revenues and other income

(405)

1,020

Changes in fair value of derivatives

(197)

738

Periodisation of inventory hedging effect

(43)

360

Impairment from associated companies

 

25

Over-/underlift

(155)

232

Gain/loss on sale of assets

(10)

(333)

 

 

 

Purchases [net of inventory variation]

(35)

(9)

Operational storage effects

(94)

(228)

Eliminations

59

219

 

 

 

Operating and administrative expenses

418

617

Over-/underlift

11

(59)

Other adjustments

9

168

Gain/loss on sale of assets

382

86

Provisions

12

422

Cost accrual changes

4

         - 

 

 

 

Depreciation, amortisation and impairment

(1,055)

1,300

Impairment

917

2,946

Reversal of impairment

(1,972)

(1,646)

 

 

 

Exploration expenses

(56)

1,061

Impairment

435

1,141

Reversal of impairment

(517)

(149)

Other adjustments

0

41

Provisions

 

28

Cost accrual changes

25

         - 

 

 

 

Sum of adjustments to net operating income

(1,133)

3,990

 

 

 

Adjusted earnings

12,638

4,070

 

 

 

Tax on adjusted earnings

(8,110)

(4,277)

 

 

 

Adjusted earnings after tax

4,528

(208)

 

Statoil, Annual Report on Form 20-F 2017      233  


 

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 to the Consolidated financial statements.


 

5.6 Terms and ABBREVIATIONS

 

Organisational abbreviations

·           ADS – American Depositary Share

·           ADR – American Depositary Receipt

·           ACG - Azeri-Chirag-Gunashli

·           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 & Production International

·           DPN - Development & Production Norway

·           DPUSA - Development & 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 & 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

·           IOGP - The International Association of Oil & Gas Producers

·           IOR - Improved oil recovery

·           LNG - Liquefied natural gas

·           LPG - Liquefied petroleum gas

·           MMP - Marketing, Midstream & 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

·           OPEX – Operating expense

·           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

·           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

·           SG&A - Selling, general & administrative

·           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

·           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 2017      237  


 

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; future worldwide economic trends and market conditions; future investment in new energy solutions; business strategy; our name change; 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 production levels, investment, exploration and development in connection with our recent transactions and projects, in Brazil, the NCS, Russia, Turkey, the United Kingdom and the United States; discoveries on the NCS and internationally; our joint venture with Rosneft; expectations related to our refining plants and terminals; our ownership share in Gassled; completion and results of acquisitions, disposals and other contractual arrangements and delivery commitments; 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 activity; plans for cessation and decommissioning; oil and gas production forecasts and reporting; gas volume; 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; expectations relating to leases; oil, gas, alternative fuel and energy prices and volatility; oil, gas, alternative fuel and energy supply and demand; renewable energy production, projects, our carbon footprint and carbon dioxide emissions, industry outlook and carbon capture and storage; processes related to human rights laws; 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; expectations regarding board composition, remuneration and application of the company performance modifier future levels of diversity; 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 share buy-backs 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.

 


 

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:  23 March 2018

 


 

5.9 Exhibits

The following exhibits are filed as part of this Annual Report:

 

Exhibit
Number

  

Description of Document

1    Exhibit 1 Statoil ASA - articles of association 060218
2-1    Exhibit 2.1 Form of Indenture
2-2    Exhibit 2.2 Amended and Restated Agency Agreement dated 5 May 2017
2-3    Exhibit 2.3 Deed of Covenant dated 5 february 2016
2-4    Exhibit 2.4 Deed of Guarantee dated 5 february 2016
 4a-i    Exhibit 4(a)(i) TSA Gassco (original contract)
 4a-ii    Exhibit 4(a)(ii) TSA Amendments
4c    Exhibit 4c Employment agreement CEO
 7    Exhibit 7 Ratio of Earnings to Fixed Charges
8    Exhibit 8 Subsidiaries (see Significant subsidiaries included in section 2.7 Corporate in this Annual Report).
12-1    Exhibit 12.1 Rule 13a-14(a) Certification of the CEO
12-2    Exhibit 12.2 Rule 13a-14(a) Certification of the CFO
13-1    Exhibit 13.1 Rule 13a-14(b) Certification of the CEO
13-2    Exhibit 13.2 Rule 13a-14(b) Certification of the CFO
15a-i    Exhibit 15(a)(i) Consent of KPMG
15a-ii    Exhibit 15(a)(ii) Consent of DeGolyer and MacNaughton
15a-iii    Exhibit 15(a)(iii) Report of DeGolyer and MacNaughton
101    Interactive Data Files (formatted in XBRL (Extensible Business Reporting Language)). Submitted electronically with the Annual Report on Form 20-F.

 


 

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; 5.1 Shareholder information—Exchange rates

 

B. Capitalisation and Indebtedness

N/A

 

C. Reasons for the Offer and Use of Proceeds

N/A

 

D. Risk Factors

2.11 (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 (E&P Norway – Exploration & Production Norway); 2.4 (E&P International – Exploration & Production International); 2.5 (MMP – Marketing, Midstream & Processing); 2.6 (Other group); 2.10 (Liquidity and capital resources—Reviews of cash flows); 2.10 (Liquidity and Capital Resources—Investments); note 4 (Acquisitions and divestments) to Statoil Consolidated financial statements

 

B. Business Overview

2.1 (Strategy and market overview); 2.2 (Business overview); 2.3 (E&P Norway – Exploration & Production Norway); 2.4 (E&P International – Exploration & Production International); 2.5 (MMP – Marketing, Midstream & 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 (E&P Norway – Exploration & Production Norway); 2.4 (E&P International – Exploration & Production International); 2.5 (MMP – Marketing, Midstream & Processing); 2.7 (Corporate—Property, plant and equipment); 2.10 (Liquidity and Capital Resources—Investments); notes 10 (Property, plant and equipment) and 22 (Leases) to Statoil Consolidated financial statements

 

Oil and Gas Disclosures

2.8 (Operational performance—Proved oil and gas reserves); 2.8 (Operational 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

2.7 (Corporate—Applicable laws and regulations); 2.9 (Financial review); 2.10 (Liquidity and capital resources—Impact of reduced prices); 2.11 (Risk review—Risk management—Managing financial risks); note 25 (Financial instruments: fair value measurement and sensitivity analysis of market risk) to Statoil Consolidated financial statements

 

B. Liquidity and Capital Resources

2.10 (Liquidity and capital resources); 2.11 (Risk review—Risk management); notes 5 (Financial risk management), 15 (Trades and other receivables); 16 (Cash and cash equivalent); 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 Consolidated financial statements

 

C. Research and development, Patents and Licences, etc.

2.2 (Business overview—Research and development); note 7 (Other expenses) to Statoil Consolidated financial statements

 

D. Trend Information

passim

 

E. Off-Balance Sheet Arrangements

2.10 (Liquidity and capital resources—Principal Contractual obligations); 2.10 (Liquidity and capital resources—Off balance sheet arrangements); notes 22 (Leases) and 23 (Other commitments, contingent liabilities and contingent assets) to Statoil Consolidated financial statements

 

F. Tabular Disclosure of Contractual Obligations

2.10 (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); 3.8 (Share ownership)

 

C. Board Practices

3.5 (Board of directors—Audit committee; Compensation and executive development committee); 3.6 (Management)

 

D. Employees

2.13 (Our people—Employees in Statoil); 2.13 (Our people—Unions and representatives)

 

E. Share Ownership

3.7 (Compensation to governing bodies); 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 Consolidated financial statement

 

C. Interests of Experts and Counsel

N/A

Item 8.

Financial Information

 

 

A. Consolidated Statements and Other Financial Information

4.1 (Statoil Consolidated financial statements); 5.1 (Shareholder information—Dividend policy and dividends); 5.3 (Legal proceedings)

 

B. Significant Changes

Note 28 (Subsequent events) to Statoil 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

2.11 (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 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 the Report

 

I. Subsidiary Information

N/A

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

2.11 (Risk review—Risk management); notes 5 (Financial risk management) and 25 (Financial instruments: fair value measurement and sensitivity analysis of market risk) to Statoil 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 (Risk management and internal control—Controls and Procedures); note 28 Condensed consolidated financial information related to guaranteed debt securities to Statoil Consolidated financial statements; 3.5 (Board of directors—Audit committee)

Item 16A.

Audit Committee Financial Expert

3.5 (The work of the 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 (Statoil Consolidated financial statements)

Statoil, Annual Report on Form 20-F 2017      241  


 

 



 

 

 

 

 

ARTICLES OF ASSOCIATION

for

 

Statoil ASA

 

(Effective from 6 February 2018)

 

 

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 8,346,653,047.50 divided into 3,338,661,219 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.

 

Statoil, Annual Report on Form 20-F 2017      1


 

 

 

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.

 

2     Statoil, Annual Report on Form 20-F 2017     


 

 

 

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.

 

 

 

 

Statoil, Annual Report on Form 20-F 2017      3


 

AMENDED AND RESTATED AGENCY AGREEMENT

5 MAY 2017

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 SA/NV, LUXEMBOURG BRANCH
as Paying Agent

in respect of a
€20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

 

ALLEN & OVERY

Allen & Overy LLP

0010155-0002527 ICM:26977702.6

 


 

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 May 2017

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 SA/NV, LUXEMBOURG BRANCH 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 5 February 2016 in respect of a U.S.$20,000,000,000 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 May 2017 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;

0010155-0002527 ICM:26977702.6

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

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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,

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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 1.1471-1(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 to the extent not recoverable as an input.

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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 Eurosystemeligible 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 to hea, 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.

19.9 Notwithstanding anything to the contrary in the transaction documents, the Agents shall not be liable to any person for any matter or thing done or omitted in any way in connection with the transaction documents save in relation to its own wilful default, negligence, fraud or wilful misconduct, including that of its officers and employees.

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

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(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) . 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.

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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

(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 days’ 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

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(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 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,

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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 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).

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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 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 May 2017 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 Couponholders shall mean the holders of any Coupons, and shall, unless the context otherwise requires, include the holders of any Talons.

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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.

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

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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 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

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(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,

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

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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.

(b) Interest on Floating Rate Notes

(i) Interest Payment Dates

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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;

(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

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(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 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

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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 quotations last appeared on the Relevant Screen Page when no fewer than three such offered quotations appeared.

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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;

(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;

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(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;

"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

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"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

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

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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 nonexercise 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.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7.

(b) Presentation of definitive Notes and Coupons

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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) shal l 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 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,

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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

(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

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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 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

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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 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

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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;

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

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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 inst ruction 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 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;

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(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.

(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

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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.

In addition, any amounts to be paid on the Notes will be paid net of any deduction or withholding imposed or required pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (or any regulations thereunder or official interpretations thereof) ( FATCA ) or any intergovernmental agreement with the United States to implement FATCA ( IGA ) (or any law implementing such an intergovernmental agreement), and no additional amounts will be required to be paid on account of any such deduction or withholding.

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.

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).

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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 30 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 90 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 having the benefit of the Guarantee) the Guarantor ceases or threatens to cease to carry on all or substantially all 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:

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(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.

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:

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(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.

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

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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 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

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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.

18. Governing Law and Submission to Jurisdiction

(a) The Agency Agreement, the Guarantee, the Notes and the Coupons and any noncontractual 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

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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 SA/NV, Luxembourg Branch
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 Nominal amount of this Global Note exchanged for Definitive Notes or a Permanent Global Note Remaining nominal amount of this Global Note following such exchange* Notation made 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 PERMANENT 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 May 2017 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 SA/NV, Luxembourg Branch
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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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.

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   Latvia
Belgium   Liechtenstein
Canada   Lithuania
Cyprus   Luxembourg
Czech Republic   Malta
Denmark   Netherlands
England & Wales X 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

In relation to each Series of Notes that are NGNs, the Agent will comply with the following provisions:

1. The Agent will inform each of Euroclear and Clearstream, Luxembourg (the ICSD s), 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/ Russell Alton

 

The Guarantor
STATOIL PETROLEUM AS
By: ____/s/ Russell Alton

 

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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SIGNATORIES

 

The Issuer
STATOIL ASA
By:

 

The Guarantor
STATOIL PETROLEUM AS
By:

 

The Agent
THE BANK OF NEW YORK MELLON
By: ____/s/ Thomas Vanson

 

The other Paying Agent
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A
All communications c/o the Agent
By: ____/s/ Thomas Vanson

 

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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 May 2017 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 May 2017 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

0010155-0002527 ICM:26977702.6

105


 

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

 

0010155-0002527 ICM:26977702.6

108


 

AMENDMENT NO. 1
TO
TECHNICAL SERVICES AGREEMENT
BETWEEN
GASSCO AS
AND
STATOIL PETROLEUM AS


This Amendment is made and entered into as of the ____day of ______ 2011 by and between:

Gassco AS, a company incorporated under the laws of Norway of the first part (hereinafter referred to as "Gassco"), and

Statoil Petroleum AS, a company incorporated under the laws of Norway of the second part (hereinafter referred to as "Statoil").

WHEREAS, the undersigned are parties to the Technical Services Agreement between Gassco and Statoil dated 24 November 2010 (hereinafter referred to as "the Agreement"; Gassco and Statoil jointly referred to as "Parties" or individually as a "Party"), and

WHEREAS, Statoil has been requested to complete the removal and dismantling of the subsea structures at 2/4 S and furthermore to include H-7 (as defined herein) under one removal project, and

WHEREAS, H-7, currently regulated under the Technical Services Agreement between Gassco and ConocoPhillips Skandinavia AS, will be included under the Agreement with effect as from the Transfer Date (as defined herein).

NOW THEREFORE, the Parties hereby agree as follows:

1 DEFINITIONS AND ATTACHMENTS

a. Definitions:

"H-7" shall mean the riser platform H-7 which formerly was connected to the Norpipe Gas Pipeline between the Ekofisk field and the Norsea Gas Emden terminal

"Letter of Confirmation" shall mean the letter sent by Gassco notifying Statoil of the start of the Offshore Mobilisation Phase (which format is indicated in Attachment 2).

"Offshore Mobilisation Phase" shall mean the mobilisation of contractor's operators at H7 to commence physical preparations for removal such as e.g. welding, cutting or activities which may in any other way affect the integrity of the platform, or the time when a lifting and/or accommodation vessel engaged in the removal operations enters the 500 meter safety zone, whichever occurs first.

"Transfer Date" shall mean the commencement of the Offshore Mobilisation Phase, as notified by Gassco in accordance with article 2 e of this Amendment, currently estimated to start in May 2012.

b. Attachments:

Attachment 1 : Description of the Transportation System
Attachment 2: Letter of Confirmation
Attachment 3: H-7 Removal - Requirements from COPSAS (RE-H7-00005)


Attachment 4: Scope of preparatory work

2 ROLES AND RESPONSIBILITIES

a. Statoil agrees to carry out the activities necessary for the preparation of the removal of H-7, as outlined in Attachment 4 hereto, prior to the Transfer Date, under the terms and conditions of the Agreement.

b. Statoil is aware of and acknowledges the roles and responsibilities of ConocoPhillips Skandinavia AS prior to the Transfer Date in its capacity as technical service provider (including the role as offshore installation manager) for H-7 under the "Technical Services Agreement between Gassco AS and ConocoPhillips Skandinavia AS" dated 20th December 2002 as amended.

c. After the Transfer Date, Statoil shall assume the role as Technical Services Provider (including the role as offshore installation manager) for H-7 and shall carry out the removal as part of the Services in accordance with the Agreement.

d. Based on the above, the Parties agree that ConocoPhillips Skandinavia AS will support Statoil during the preparations and execution of H-7 removal, and contribute in accordance with Attachment 3 hereto, and Gassco and ConocoPhillips Skandinavia AS have entered into an agreement to such effect.

e. Gassco shall give Statoil at least one month prior written notice of the start of the Offshore Mobilisation Phase by sending a Letter of Confirmation.

3 LIABILITY

General Terms and Conditions (Attachment 2 to the Agreement) Article 5.1 shall apply for the services under this Amendment and Gassco shall indemnify and in addition thereto Gassco shall hold Statoil and its Affiliated Companies harmless from any claims from ConocoPhillips Skandinavia AS in any way related to the activities and Services provided under this Amendment.

4 TRANSFER OF THE ROLE AS TECHNICAL SERVICES PROVIDER FOR H-7

With effect as from the Transfer Date, Statoil shall take over as Technical Services Provider for H-7 and Attachment 1 to the Agreement shall be deleted and replaced by Attachment 1 to this Amendment

5 EFFECTIVE DATE

This Amendment shall be effective as from 27 October 2010.


Except as amended herein, all provisions of the Agreement shall remain in full force and effect. Unless expressly defined in this Amendment, capitalised words and expressions used in this Amendment shall have the meanings given to them in the Agreement.

***

This Amendment is executed in 2 originals as of the day and year first above written.

 

____/s/Brian Bjordal ____/s/Hege Flatheim
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 riser platform H-7 which formerly was connected to the Norpipe Gas Pipeline between Ekofisk and the Norsea Gas Emden terminal.

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.


 

ATTACHMENT 2

Letter of Confirmation

To

ConocoPhillips Skandinavia AS, address, attention

Statoil Petroleum AS, address, attention

This Letter of Confirmation is written pursuant to the "Amendment No. 2 to Technical Services Agreement between Gassco AS and ConocoPhillips Skandinavia AS" and Amendment No. 1 to Technical Services Agreement between Gassco AS and Statoil Petroleum AS".

Gassco hereby notifies that the Offshore Mobilisation Phase starts on the xxx (date/month/year) and that the Transfer Date is on the same date at xxxx (00:00) hours

Regards
Gassco AS

____________ ______________
  Date

ATTACHMENT 3


H-7 Removal - Requirements from COPSAS - RE-H7-00005


 

ATTACHMENT 4
SCOPE OF PREPARATORY WORK

Statoil shall prior to the Transfer Date carry out any and all activities necessary for the preparation of the removal and disposal of H-7 including but not limited to:

- Project management including planning, cost estimation, quality assurance and follow up of contractors' work.

- Execute pre-engineering and preparation for removal and disposal.

- Prepare documentation and/or input to documentation to be presented to Gassled and to participate and give presentations in Gassco internal and Gassled meetings as agreed with Gassco.

- Procurement of services needed for the execution of the removal and disposal

- Provide all technical and operational documentation needed for the authority process and participate in relevant meetings with the authorities

The activities to be carried out and the corresponding budgets are further described in budget release documents issued annually under article 6.3 of the Agreement.


 

H-7 Removal - Requirements from COPSAS
RE-H7 -00005


Title:

 

H-7 Removal - Requirements from COPSAS

 

Document no. :

Contract no.:

Project:

RE-H7 -00005

  

H-7 and 2/4-S Removal Project

 

Classification:

Distribution:

Open

Open

Expiry date:

Status

2011-09-29

Draft

 

Distribution date:

Rev. no.:

Copy no.:

 2010-11-29

3

  

 

Author(s)/Source(s):

Horseng, Helge; Briggs, Colin; Reinertsen, Åste; Fossan, Tor Inge; Johansen, Erik: Eiken, Vidar

Subjects:

Requirements from COPSAS during the planning and execution of the H-7 and 2/4-S Removal Project

Remarks:

  

Valid from:

Updated:

2010-09-30

 

Responsible publisher:

Authority to approve deviations:

TPD PRO OCP

TPD PRO OCP

 

Techn. Responsible:

Techn. responsible (Name):

Date/Signature:

 

Construction/ Marine Operations Manager

Helge Horseng

 

Approved by (Organisation unit/ Name):

Approved by (Organisation unit/ Name):

Date/Signature:

 

Project Manager

Vidar Eiken


1 Introduction

This document provides information regarding resources and services required from COPSAS during the planning and execution phases of the H-7 removal.

With regards to the support from COPSAS, the project can be divided into three periods, namely the phase from October 201 Oto conditional contract award (planned for June 2011 ), from June 2011 until Statoil takes over as TSP for H-7 (at offshore mobilisation, tentatively May 2012) and from May 2012 to mid 2015 (when disposal activities are planned to be finalized). Reference is also made to the project master schedule in chapter 5.

The following items will be success factors to the project:

It should also to be noted that requirements and milestones can be changed upon mutual agreement resulting from:


The following summarizes the main milestones as shown in chapter 5. Some of these milestones may change depending on the selected removal method:

MILESTONE

 DATE

Issue ITT

Completed

Surveys at H-7 and 2/4-S

Completed

Estimated Tender due date

15.03.11

Estimated Tender evaluation finished/Technical Commercial report available

11.05.11

Estimated Conditional Contract Award

23.06.11

Surveys at H-7 and 2/4-S

12 month period starting 01.07.11

Estimated Statoil take over of TSP role for H-7

02.05.12

Estimated period for offshore inspection/make safe - H-7 topside & Jackets/tripod

02.05.12 to 28.08.12

Estimated period for removal and onshore transportation of H-7 topside

02.05.13 to 28.08.13

Estimated period for removal and onshore transportation of H-7 and 2/4-S Jackets and 2/4-S tripod

02.05.14 to 28.08.14

Disposal of facilities

2.7.2013 to mid 2015

Project completed

Mid 2015

 

2 Period one

This phase is the period from October 2010 to conditional contract award (planned for June 2011)

General

It will be important to understand the restrictions in the Ekofisk area during the years 2011, 2012, 2013 and 2014. This will be an important input to the suppliers' schedule and must be updated regularly throughout the project execution. The project does not have to understand the details of the activities but receive feedback during which period access is impossible or restricted.

Additional technical information may be required as input to Tenderers' questions to the ITT, which is why it will be an advantage to have access (probably during November and December and on a sporadic basis) to a contact person that can provide additional technical information as required.

The renderers will have the opportunity to visit the H-7 platform during tender period from November to March. Access to both helicopter services/logistics and resources will be important.


Resources

Access to resources will be an important contributor to the success of the project which is why it is vital to have two persons (in addition to the regular key personnel) that can assist during H-7 offshore surveys in the tendering phase (November 2010 to March 2011 ). The persons shall have experience from H-7 (i.e. senior operator or operations supervisor).

Logistics/Services

Access to the existing logistic infrastructure in the Ekofisk area will be a success factor and will include:

3 Period two

This phase is the period from Conditional Contract Award (planned for June 2011) to Statoil take over as TSP for H- 7 (tentatively May 2012).

General information

This will include the following items:

Engineering

During the engineering phase it will be crucial to involve experienced operations personnel (two persons with experience from H-7 (i.e. Senior Operator or Operation Supervisor)) in order to provide support and information to:


Surveys

It is envisaged that Contractor will perform 10 trips to the H-7 platform during the first 12 months after conditional contract award in June 2011 . The offshore installation manager or relevant personnel with experience from H-7 will provide the following support and information about:

Logistics/Services It is the intention to continue to use the existing logistic infrastructure in the Ekofisk area during this period:

Preparations for Statoil take-over of TSP role for H-7

It will be important to establish a forum to discuss and prepare for the hand-over of the TSP role. This will include but is not limited to the following:


4 Period 3

This phase is the period from take over as TSP for H-7 (tentatively May 2012) to mid 2015 (when disposal activities are planned to be finalized). The Statoil removal contractor will supply most of the services during this period. Statoil and COPSAS will during this period provide support to the following:


5 Schedule


AMENDMENT NO. 2
TO
TECHNICAL SERVICES AGREEMENT
BETWEEN
GASSCO AS
AND
STATOIL PETROLEUM AS


This Amendment No. 2 to Technical Services Agreement between Gassco AS and Statoil Petroleum AS (hereinafter referred to as this “Amendment”) is made and entered into on 19 February 2013, 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 Technical Services Agreement between Gassco AS and Statoil Petroleum AS (hereinafter referred to as the “Agreement”) was entered into on 24 November 2010, and

WHEREAS, the Parties agree to simplify the budget process described in the Agreement.

 

NOW, THEREFORE, the Parties hereby agree as follows:


1. Article 6.1 shall be deleted.

2. Article 6.2 shall be deleted and replaced by the following:

“6.2 Proposed work programs and budgets


The Technical Services Provider shall on or before the first day of June 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 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 20 June 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 15 April each year a preliminary description of projects to be included under budget item 98 and 99 for the next year.”

3. Article 6.3  shall be deleted and replaced by the following:

“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 1 December each year, the Operator shall approve 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.”

4. This Amendment shall take effect on the date hereof.


In witness hereof, the Parties have executed this Amendment in 2 originals on the date and year first above written.

Operator:

Technical Services Provider:

____/s/Brian Bjordal ____/s/Hege Flatheim
Gassco AS Statoil Petroleum AS

AMENDMENT NO. 3
TO
TECHNICAL SERVICES AGREEMENT
BETWEEN
GASSCO AS
AND
STATOIL PETROLEUM AS


This Amendment is made and entered into as of the______day of _______2013 by and between:

Gassco AS, a company incorporated under the laws of Norway of the first part (hereinafter referred to as “Gassco”), and

Statoil Petroleum AS, a company incorporated under the laws of Norway of the second part (hereinafter referred to as “Statoil”).

WHEREAS,
the undersigned are parties to the Technical Services Agreement between Gassco and Statoil dated 24 November 2010 (hereinafter referred to as “the Agreement”; Gassco and Statoil jointly referred to as “Parties” or individually as a “Party”), and

WHEREAS, Statoil has been requested to undertake the removal of B-11 (as defined herein), and

WHEREAS, B-11, currently regulated under the Technical Services Agreement between Gassco and ConocoPhillips Skandinavia AS, will be included under the Agreement with effect as from the Transfer Date (as defined herein).

NOW THEREFORE, the Parties hereby agree as follows:

 

1. DEFINITIONS AND ATTACHMENTS

a. Definitions:

“B-11” shall mean the riser platform B-11 connected to the Norpipe Gas Pipeline between the Ekofisk field and the Norsea Gas Emden terminal and planned to be disconnected during 2013.

“Letter of Notification” shall mean the letter sent by Gassco notifying Statoil of the estimated start of the Offshore Mobilisation Phase (which format is indicated in Attachment 2).

“Letter of Confirmation” shall mean the letter sent by Gassco notifying Statoil of the start of the Offshore Mobilisation Phase (which format is indicated in Attachment 2).

“Offshore Mobilisation Phase” shall mean the mobilisation of contractor’s operators at B-11 to commence physical preparations for removal such as e.g. welding, cutting or activities which may in any other way affect the integrity of the platform, or the time when a lifting and/or accommodation vessel engaged in the removal operations enters the 500 meter safety zone, whichever occurs first.

“Transfer Date” shall mean the commencement of the Offshore Mobilisation Phase, as notified by Gassco in accordance with article 2 e of this Amendment, currently estimated to start in March 2015.


b. Attachments:

Attachment 1: Description of the Transportation System
Attachment 2: Letter of Notification and Letter of Confirmation
Attachment 3: B-11 Removal -  Requirements from COPSAS (RE-B11-00002)
Attachment 4: Scope of preparatory work

 

2. ROLES AND RESPONSIBILITIES

a. Statoil agrees to carry out the activities necessary for the preparation of the removal of B-11, as outlined in Attachment 4 hereto, prior to the Transfer Date, under the terms and conditions of the Agreement.

b. Statoil is aware of and acknowledges the roles and responsibilities of ConocoPhillips Skandinavia AS prior to the Transfer Date in its capacity as technical service provider (including the role as offshore installation manager) for B-11 under the “Technical Services Agreement between Gassco AS and ConocoPhillips Skandinavia AS” dated 20th December 2002 as amended.

c. After the Transfer Date, Statoil shall assume the role as Technical Services Provider (including the role as offshore installation manager) for B-11 and shall carry out the removal as part of the Services in accordance with the Agreement.

d. Based on the above, the Parties agree that ConocoPhillips Skandinavia AS will support Statoil during the preparations and execution of B-11 removal, and contribute in accordance with Attachment 3 hereto, and Gassco and ConocoPhillips Skandinavia AS have entered into an agreement to such effect.

e. Gassco shall give Statoil at least one month prior written notice of the estimated start of the Offshore Mobilisation Phase by sending a Letter of Notification followed by the Letter of Confirmation when the actual start of the Offshore Mobilisation has been confirmed.

 

3. LIABILITY

General Terms and Conditions (Attachment 2 to the Agreement) Article 5.1 shall apply for the services under this Amendment and in addition thereto Gassco shall hold Statoil and its Affiliated Companies harmless from any claims from ConocoPhillips Skandinavia AS in any way related to the activities and Services provided under this Amendment.

 

4. TRANSFER OF THE ROLE AS TECHNICAL SERVICES PROVIDER FOR B-11

With effect as from the Transfer Date, Statoil shall take over as Technical Services Provider for B-11 and Attachment 1 to the Agreement shall be deleted and replaced


by Attachment 1 to this Amendment

5. EFFECTIVE DATE

This Amendment shall be effective as from 15 December 2012.

Except as amended herein, all provisions of the Agreement shall remain in full force and effect. Unless expressly defined in this Amendment, capitalised words and expressions used in this Amendment shall have the meanings given to them in the Agreement.

***

This Amendment is executed in 2 originals as of the day and year first above written.

____/s/Brian Bjordal ____/s/Hege Flatheim
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 riser platform H-7 which formerly was connected to the Norpipe Gas Pipeline between Ekofisk and the Norsea Gas Emden terminal.

- the riser platform B-11 which formerly was connected to the Norpipe Gas Pipeline between Ekofisk and the Norsea Gas Emden terminal.

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.


 

ATTACHMENT 2

Letter of Notification

To
ConocoPhillips Skandinavia AS, address, attention
Statoil Petroleum AS, address, attention

This Letter of Notification is written pursuant to the "Amendment No. 3 to Technical Services Agreement between Gassco AS and ConocoPhillips Skandinavia AS" and "Amendment No.3 to Technical Services Agreement between Gassco AS and Statoil Petroleum AS".

Gassco hereby notifies that the Offshore Mobilisation Phase is planned between dd/mm/yy and dd/mm/yy and hence theearliest possible date for the Transfer Date is on the xxx ( date/month/year).

Regards
Gassco AS

____________ ______________
  Date

Letter of Confirmation

 

To
ConocoPhillips Skandinavia AS, address, attention
Statoil Petroleum AS, address, attention

This Letter of Confirmation is written pursuant to the "Amendment No. 3 to Technical Services Agreement between Gassco AS and ConocoPhillips Skandinavia AS" and "Amendment No.3 to Technical Services Agreement between Gassco AS and Statoil Petroleum AS".

Gassco hereby notifies that the Offshore Mobilisation Phase starts on the [dd.mm.yy] and that the Transfer Date is on the same date at [xx.xx] hours.

Regards
Gassco AS

____________ ______________
  Date

ATTACHMENT 3

B-11 Removal - Requirements from COPSAS - RE-B11-00002


811 Removal - Requirements from COPSAS
RE-811-00002


Title:

 

811 Removal - Requirements from COPSAS

 

Document no. :

Contract no.:

Project:

RE-811-00002

  

H-7 and 2/4-S Removal Project

 

Classification:

Distribution:

Open

Open

Expiry date:

Status

2012-11-13

Draft

 

Distribution date:

Rev. no.:

Copy no.:

2012-11-13

1

  

 

Author(s)/Source(s):

Horseng, Helge; Briggs, Colin; Fossan, Tor Inge; Eiken, Vidar

Subjects:

Requirements from COPSAS during the planning and execution of the B-11 Removal Project

Remarks:

  

Valid from:

Updated:

2012-11-13

 

Responsible publisher:

Authority to approve deviations:

TPD PRO OCP

TPD PRO OCP

 

Techn. Responsible:

Techn. responsible (Name):

Date/Signature:

 

Construction/ Marine Operations Manager

Helge Horseng

 

Approved by (Organisation unit/ Name):

Approved by (Organisation unit/ Name):

Date/Signature:

 

Project Manager

Vidar Eiken


1 Introduction

This document provides information regarding resources and services required from COPSAS during the planning and execution phases of the 8-11 Removal Project.

With regards to the support from COPSAS, the project can be divided into three periods:

  1. Period 1 from May 2012 when the 8-11 option in the H-7 contract was executed to completion of bypass, decommissioning and de-manning of 8-11 circa December 2013
  2. Period 2 from January 2014 to Statoil take over as TSP for B-11 (at offshore mobilisation, tentatively in March 2015).
  3. Period 3 from March 2015 to mid-2016 (when disposal activities are planned to be finalized).

The following items will be success factors to the project:


The following summarizes the main milestones as shown in chapter 5.

Project major milcstones

 MCS Dates

B-11 Option execution

15.05.2012

DG3 - Project Sanction Approval

15.05.2012

Mobilization window offshore spread for Removal B-11 Topside

01.03.2015 - 30.06.2015

Mobilization window offshore spread for Removal B-11 Jacket

circa 30 days after topside mobilization
Completion of all Offshore Work circa 80 days after topside mobilization
Completion of the Work incl. Delivery of relevant documentations 14.01.2016
Completion of the Work incl. Delivery of Close-out report 15.03.2016
DG4 - Project Completed 12.09.2016

2 Period one and two

Resources

Access to resources will be an important contributor to the success of the project which is why it is vital to have two persons (in addition to the regular key personnel) that can assist during B-11 offshore surveys. The persons shall have experience from B-11 (i.e. senior operator or operations supervisor).

Logistics/Services

It is the intention to continue to use the existing logistic infrastructure in the Ekofisk area during this period:


General information

This will include the following items:

Engineering

During the engineering phase it will be crucial to involve experienced operations personnel (two persons with experience from B-11 (i.e. Senior Operator or Operation Supervisor)) in order to provide:

Surveys

It is envisaged that Contractor will perform circa 1 O trips to the 8-11 platform during the engineering phase. The plan is complete the majority of the survey work while the platform is still manned but there will be the need for 2-3 surveys after the platform is abandoned.

Preparations for Statoil take-over of TSP role for 8-11

It will be important to establish a forum to discuss and prepare for the hand-over of the TSP role. This will include but is not limited to the following:


3 Period three

AF Decom Offshore will supply most of the services during this period but it will be an advantage to continue to call for support from Copsas if required. This will include but is not limited to the following:

4 Schedule


ATTACHMENT 4:
SCOPE OF PREPARATORY WORK

Statoil shall prior to the Transfer Date carry out any and all act1v1ties necessary for the preparation of the removal and disposal of B-1 l including but not limited to:

- Project management including planning, cost estimation, quality assurance and follow up of contractors' work.

- Execute pre-engineering and preparation for removal and disposal.

- Prepare documentation and/or input to documentation to be presented to Gassled and to participate and give presentations in Gassco internal and Gassled meetings as agreed with Gassco.

- Procurement of services needed for the execution of the removal and disposal -

- Provide all technical and operational documentation needed for the authority process and participate in relevant meetings with the authorities

The activities to be carried out and the corresponding budgets are further described in budget release documents issued annuaJly under article 6.3 of the Agreement.


AMENDMENT NO. 4
TO
TECHNICAL SERVICES AGREEMENT
BETWEEN
GASSCO AS
AND
STATOIL PETROLEUM AS


This Amendment is made and entered into as of the 17th day of september 2014 by and between:

Gassco AS , a company incorporated under the laws of Norway of the first part (hereinafter referred to as "Gassco"), and

Statoil Petroleum AS , a company incorporated under the laws of Norway of the second part (hereinafter referred to as "Statoil").

(hereinafter individually referred to as "Party", and jointly referred to as the "Parties".)

WHEREAS, the undersigned are Parties to the Technical Services Agreement between Gassco and Statoil dated 24 November 2010 (hereinafter referred to as "the Agreement");

WHEREAS, the Valemon Group and Gassco have established the Valemon Rich Gas Pipeline Joint Venture Participants' Agreement dated 23 June 2014 in order to own and facilitate the operation of the Valemon Rich Gas Pipeline (VRGP) for the purpose of receiving and transporting gas from inter alia the Valemon platform to the Heimdal riser platform, and

WHEREAS, Statoil is presently the operator of the VRGP and Gassco will be the Operator of the VRGP from the first Business Day following the day of Statoil's approval of the completed hydrostatic pressure test of the VRGP ("the Effective Date"), and

WHEREAS, the Parties agree that, as from the Effective Date, Statoil will act as Technical Services Provider under the terms and conditions regulated hereunder, and

WHEREAS, the riser platform H-7 has been removed and dismantled and shall be deleted from Appendix l "Description of the Transportation System" of the Agreement.

NOW THEREFORE, the Parties hereby agree as follows:

1 DEFINITIONS AND ATTACHMENTS

The following new definition shall be added to article 1 of the Agreement:

 

" 1.9 Valemon Rich Gas Pipeline" or "VRGP" shall mean the 22 inch diameter pipeline from the Valemon platform to the inlet of the Heimdal Riser Platform."

The definition 1.2 of the Agreement shall be deleted and replaced by the following:

"Joint Venture" 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
- Valemon Rich Gas Pipeline Joint Venture Participants ' Agreement dated 23 June 2014."


2 THE ROLE AS TECHNICAL SERVICES PROVIDER FOR VRGP

Statoil shall be Technical Services Provider for VRGP, and Attachment l to the Agreement shall be deleted and replaced by Attachment 1 to this Amendment No.4. This replacement does not affect Appendix A to Attachment l.

Except as amended herein, all provisions of the Agreement shall remain in full force and effect. Unless expressly defined in this Amendment No.4, capitalised words and expressions used in this Amendment No.4 shall have the meanings given to them in the Agreement.

***

This Amendment No 4 is executed in 2 originals as of the day and year first above written.

 

____/s/ Brian Bjordal ____/s/Hege Flatheim
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 Karstø 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 Dornurn, Germany,

- the 36 inch pipeline commencing at Draupner-S and ending at the y-connection in the vicinity of Ekofisk,

- 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, 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 riser platform B-11 which formerly was connected to the Norpipe Gas Pipeline between Ekofisk and the Norsea Gas Emden terminal.

- Valemon Rich Gas Pipeline facilities.

The battery limits are set out in the Gassled Participants' Agreement, the Haltenpipe Participants' Agreement and the Valemon Rich Gas Pipeline Joint Venture 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 l.


AMENDMENT NO. 5
TO
TECHNICAL SERVICES AGREEMENT
BETWEEN
GASSCO AS
AND
STATOIL PETROLEUM AS


This Amendment No. 5 to Technical Services Agreement between Gassco AS and Statoil Petroleum AS (hereinafter referred to as this “Amendment”) is made and entered into on 15 December 2017, by and between:

Gassco AS (hereinafter “Gassco”), a company incorporated under the laws of Norway of the first part, and

Statoil Petroleum AS (“Statoil Petroleum”), 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 Technical Services Agreement between Gassco and Statoil Petroleum (hereinafter referred to as the “Agreement”) was entered into on 24 November 2010, and

WHEREAS, the Vestprosess Facilities as from 1 January 2018 will be regulated under the Tariff Regulation and Chapter 9 of the Petroleum Regulation, and

WHEREAS, Statoil is currently the operator of Vestprosess DA, and Gassco, from 1 January 2018 (hereinafter the “Effective Date”) will become the operator of Vestprosess DA, and

WHEREAS, the Parties agree that, as from the Effective Date, Statoil Petroleum will act as Technical Services Provider for the Vestprosess Facilities under the Agreement, and

WHEREAS, Statoil ASA, the parent company of Statoil Petroleum, is currently the operator of the Mongstad refinery, where the Vestprosess Facilities form an integral part, and Statoil ASA and Gassco have entered into the Coordination Agreement to coordinate the total operatorship of the Mongstad refinery and the relation between them in this respect, and

WHEREAS, the distribution of responsibilities between Statoil ASA and Gassco in the Coordination Agreement will influence the Services to be performed by Statoil Petroleum and the role of the Operator described in the Agreement in relation to the Vestprosess Facilities, and

WHEREAS, it follows from the Coordination Agreement that in the event of any conflict between the Agreement and the Coordination Agreement, the Coordination Agreement shall prevail.

NOW, THEREFORE, the Parties hereby agree as follows:


1. TECHNICAL SERVICES PROVIDER FOR VESTPROSESS FACILITIES

Statoil Petroleum shall be Technical Services Provider for the Vestprosess Facilities from the Effective Date.

Except as amended herein, all provisions of the Agreement shall remain in full force and effect. Unless expressly defined in this Amendment, capitalised words and expressions used herein shall have the meaning given to them in the Agreement.

 

2. AMENDMENTS TO THE AGREEMENT

1. Article 1.2 of the Agreement shall be replaced by the following:

 

 “Joint Ventures” shall mean the respective joint ventures/partnerships described in the following agreements, as amended from time to time:
- Haltenpipe Participants’ Agreement dated 23 June 1995
- Gassled Participants’ Agreement dated 4 March 2009
- Valemon Rich Gas Pipeline Joint Venture Participants’ Agreement dated 23 June 2014
- Vestprosess DA Eieravtale dated 29 November 2017.”

2. New definitions 1.10, 1.11 and 1.12 to be added to Article 1 of the Agreement

“Vestprosess Facilities” shall mean the pipeline from the Kollsnes Gas Plant to the Mongstad refinery, including facilities at the Sture terminal, and all equipment at Mongstad owned by Vestprosess.

 “Coordination Agreement” shall mean “ Coordination Agreement between Gassco AS as operator of Vestprosess and Statoil ASA as operator of the Mongstad Refinery ” dated 15 December 2017 as amended or replaced between the parties.

3. Article 3 second paragraph of the Agreement shall be replaced with the following:

“In the event of a termination by either Party of the Services of the Technical Services Provider for the Kårstø Gas Plant, the Kollsnes Gas Plant or the Vestprosess Facilities, 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. The table in Article 6.5 of Attachment 2 General Terms and Conditions shall be extended with the following elements:

“1.3 Vestprosess Facilities“
“10.3 Vestprosess Facilities“

5. Attachment 1 to the Agreement shall be replaced by Attachment 1 hereto. This replacement does not affect Appendix A to Attachment 1.


In witness hereof, the Parties have executed this Amendment in 2 originals on the date and year first above written.

Operator:

Technical Services Provider:

____/s/Jonathan P Alcock ____/s/John Høines
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 Karstø 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 Dornurn, Germany,

- the 36 inch pipeline commencing at Draupner-S and ending at the y-connection in the vicinity of Ekofisk,

- 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, 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 riser platform B-11 which formerly was connected to the Norpipe Gas Pipeline between Ekofisk and the Norsea Gas Emden terminal.

- Valemon Rich Gas Pipeline facilities.

- Vestprosess Facilities

The battery limits are set out in the Gassled Participants' Agreement, the Haltenpipe Participants' Agreement, the Valemon Rich Gas Pipeline Joint Venture Participants' Agreement and Vestprosess Eieravtale. 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.


AMENDMENT NO. 6
TO
TECHNICAL SERVICES AGREEMENT
BETWEEN
GASSCO AS
AND
STATOIL PETROLEUM AS


This Amendment No. 6 to Technical Services Agreement between Gassco AS and Statoil Petroleum AS (hereinafter referred to as this “Amendment”) is made and entered into on 22 December 2017, 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 Technical Services Agreement between Gassco AS and Statoil Petroleum AS (hereinafter referred to as the “Agreement”) was entered into on 24 November 2010, and

WHEREAS, the accounting agreement applicable under the Joint Operating Agreements applicable to Statoil as operator thereunder has been changed, in a process initiated by the Ministry of Petroleum and Energy, in order to amend the principles for the Operator’s allocation of pension costs, and

WHEREAS, similar principles for allocation of pension cost should be applied in the Agreement by inclusion in Appendix 1 to Attachment 2 “Accounting Procedures”, and

WHEREAS, certain other amendments have been made to Appendix 1 to Attachment 2 “Accounting Procedures” in order to achieve alignment with the accounting agreement under the Joint Operating Agreement as far as possible, and

WHEREAS, the riser platform B-11 has been removed and dismantled and shall be deleted from Attachment 1 “Description of the Transportation System”.

NOW, THEREFORE, the Parties hereby agree as follows:

 

1. Attachment 1 to the Agreement shall be replaced with Attachment 1 hereto

2. Appendix 1 to Attachment 2 to the Agreement shall be replaced with Attachment 2 hereto.

3. This Amendment shall take effect from 1 January 2017.

 


In witness hereof, the Parties have executed this Amendment in 2 originals on the date and year first above written.

Operator:

Technical Services Provider:

____/s/Frode Leversund ____/s/John Høines
Gassco AS Statoil Petroleum AS

 

 


Attachment  1

To

Amendment No. 6

to the Technical Services Agreement

 


 

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 Karstø 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 Dornurn, Germany,

- the 36 inch pipeline commencing at Draupner-S and ending at the y-connection in the vicinity of Ekofisk,

- 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, 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.

- Valemon Rich Gas Pipeline facilities.

- Vestprosess Facilities.



The battery limits are set out in the Gassled Participants' Agreement, the Haltenpipe Participants' Agreement and the Valemon Rich Gas Pipeline Joint Venture 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 l.

 


Attachment  2

to

Amendment No. 6

to the Technical Services Agreement

 


 

APPENDIX 1

TO ATTACHMENT 2

GENERAL TERMS AND CONDITIONS

 

ACCOUNTING PROCEDURES



  Table of Contents Page

1.

GENERAL PROVISIONS 5
1.1. Definitions 5
1.2. Cash requirements and advances 6
1.2.1. General provisions 6
1.2.2. Default interest 7
1.2.3. Interest on cash balances 7
1.3. Statements and billings 8
1.3.1. General provisions 8
1.3.2. Interest on recalculations 9
1.3.3. Corrections 9
1.3.4. Termination of Transportation System 9
2. CHARGES TO THE ACCOUNT 9
2.1. Direct charges 10
2.1.1. Procurement of goods and services 10
2.1.2. Personnel 10
2.1.3. Pension 11
2.1.3.1. General provisions 11
2.1.3.2. Main rule for charging of pension cost 11
2.1.3.3. Employer’s contribution 11
2.1.3.4. Associated costs 11
2.1.3.5. Implementation difference 11
2.1.3.6 Contractual pension (AFP) 12
2.1.3.7. Early retirement schemes 13
2.1.3.8. Transitional rules 13
2.1.4. Material and services from Technical Services Provider, or Affiliated Companies 13
2.1.5. Damages to or loss of Property 14
2.1.6. Insurance 14

2.1.7. Legal assistance 14
2.1.8. Taxes, duties and fees 14
2.1.9. Offices, bases and miscellaneous facilities 15
2.1.10. Execution of abandonment decisions 15
2.2 Indirect Costs 15
2.2.1 General 15
2.2.2 General Research and Development 16
2.2.3 Corporate Staff and Corporate Management 16
2.2.4 Additional Indirect costs 16
3. CREDITS TO THE ACCOUNT 16
3.1 Sale and return of Material 17
3.2 Insurance 17
4. OTHER PROVISIONS 17
4.1 Inventories 17
4.2 Miscellaneous provisions 17

 

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 accounts maintained by the Technical Services Provider to record all 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) "Annual Service Cost Hybrid" shall mean the Technical Services Provider’s contributions to a Hybrid-based Pension Scheme during the year for which the charges are to be made for the Technical Services Provider’s employees who are temporarily or permanently employed in connection with the Services.

d) "Annual Service Cost Contribution" shall mean the Technical Services Provider’s contributions to a Defined-Contribution Pension Scheme during the year for which the charges are to be made for the Technical Services Provider’s employees who are temporarily or permanently employed in connection with the Services.

e) "Annual Service Cost Benefit" shall mean the present value per 1 January of pension payments relating to services during the year for which the calculation is to be made under a Defined-Benefit Pension Scheme for the Technical Services Provider’s employees who are temporarily or permanently employed in connection with the Services.

f) "Controllable Material" shall mean material which in the petroleum industry usually is subject to record, control and inventory.

g) "Corporate Management" shall mean that part of the Technical Services Provider’s top management or, as appropriate, Affiliated Companies' top management, that is directly engaged in the Services from the Technical Services Provider.

h) "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.

i) "Defined-Benefit Pension Scheme" shall mean pension schemes where the pension obligation consists of providing a future pension that is calculated on the basis of future benefits

j) "Defined-Contribution Pension Scheme" shall mean pension schemes where the pension obligation consists of a deposit of a certain size for each member of the scheme.

k) "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.


l) "Hybrid-based Pension Scheme" shall mean pension schemes established in accordance with the Act of 13 December 2013 No. 106 relating to occupational pension.

m) "Indirect Costs" shall mean costs that cannot be directly charged.

n) "Industry Forum" shall mean the forum described in the Agreement Concerning Petroleum Activities.

o) "Internal Book-keeping Rates" are rates established by the Parties for use in conversion of foreign currencies into Norwegian Kroner (NOK).

p) "Material" shall men all equipment and supplies acquired for the Services under the provisions of the Agreement.

q) “Pensionable Salary” shall mean the sum of paid salary, wages and remuneration comprised by article 2.1.2.a) and 2.2.1 and which is pensionable salary to the employees of the Technical Services Provider.

r) "Property" shall mean Equipment and Material acquired for the Services under the provisions of the Agreement.

s) "Internal Book-keeping Rates" and all references to Norwegian Kroner in articles 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 the 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 earlier than the first Business Day of the month for which the advances are requested. Notwithstanding the terms of article 1.2.3, the Technical Services Provider shall avoid accumulating unnecessary cash balances from cash advances.

To avoid build-up of such cash balances, substantial cash advances may be divided into two payments to coincide with disbursements.

The prognosis for cash requirements and request for cash advances shall specify the currencies in which the 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 a written request for additional advances. Such request 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 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 difference between the monthly cash advances and the actual payments in each currency shall be stated, 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 billings shall be made on or before the due date thereof. If they are not so paid, the unpaid balance shall be subject to interest, for each month or pro-rata portion 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 three month's Norwegian Interbank Offered Rate (NIBOR)as quoted daily by Reuters page NIBP at 12:00 noon, 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 months' 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 other currencies the interest shall be estimated at an annual rate equal to three months' London Interbank Offered Rate (LIBOR) for the relevant currencies as quoted by Reuters page LIBOR 01 at 11:00 A.M. London time, as per the due date of payment, plus three percentage points.

If the rates for certain currencies are not published by Reuters, the rates 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 and 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 three month  basis and be linked to a relevant Interbank Rate:

Group 1: NOK – NIBOR (3 months) + 1.0% / - 1.0%
Group 2: EUR – EUROLIBOR (3 months) + 0.5%/- 0.5%
Group 3: Others (e.g. USD, GBP)
-LIBOR (3 months) + 0.5% / - 0.5%

NIBOR is defined as:

A one month average of this month for three 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' NIBOR from DNB, Oslo, quoted the day before the relevant day of quotation, shall be used. If the above-mentioned NIBOR quotations are based on 365/360 days, the rate shall be multiplied with 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 stated with four decimals shall be used.

The above-mentioned interest rate shall be amended if there is a discrepancy between the basis for 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 specified under "Financial items" in the invoice, no later than the month after the expiry of the period. The day of payment shall be determined on the same credit/debit principles, no later than the first day in this following month.

1.3. Statements and billings

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.

The Account shall be kept in NOK, and it is presupposed that none of the Parties shall incur a gain or loss at the expense of or to the benefit of the other Parties due to exchange or conversion of currencies.

On conversion of foreign currency expenditures to Norwegian kroner, the Technical Services Provider is entitled to use Internal Book-keeping Rates, based on sales rates as distributed by DNB or other notifications 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 also be used for the receipt and disbursement of such currencies. When Internal Book-keeping Rates are changed, the NOK value of the balance in other currencies shall be adjusted at the same time. To facilitate control, adjustment of Internal Book-keeping Rates should only be made at the end of the month.

Payments in foreign currencies which have not been called by the Technical Services Provider shall be recorded at the actual rate as charged by the bank. If payments are made from the Technical Services Provider’s own currency accounts, transactions are to be recorded at sales rates as distributed by DNB or other places of notification, 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


translated 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 maintained for the Account (agio and disagio).

Within 15 days after 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 estimation 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 provisional recalculations for this year and 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 interest rate shall be equal to the average of 3 months' NIBOR, based on a representative 3 months' average, ref. article 1.2.3, Alternative 1, but without any interest margin.

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 article 1.2.3, Alternative 1, but without interest margin.

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 termination. Debits/credits stemming from post calculations, corrections or audits shall be subject to interest in accordance with article 1.2.3 Alternative 1 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 reasonable in relation to the nature and extent of the Services and shall be adequately documented.


At the end of each month, the Technical Services Provider shall make provisional charges for cost incurred, but not yet recorded. Such provisional charges shall be reversed in the following month.

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 the 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 laws and tariff agreements, as well as other costs 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 relocation costs in accordance with the Technical Service Provider’s normal practice.

d) Before the Technical Services Provider may make any charge to the Account for restructuring cost, including  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 substantiates that the cost will entail savings for the Services, the Operator shall be obligated to approve the charge to the Account.

For those cases where the Technical Services Provider substantiates 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 to the Account as a discounted non-recurring amount. Charging may take place when binding agreement (s) 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

2.1.3.1. General provisions

The pension liability rests with the Technical Services Provider as the employer. The Technical Services Provider's pension expenses shall be charged to the Account according to the rules in Article 2.1.3, with the exception of restructuring costs that are charged according to Article 2.1.2.4.

2.1.3.2. Main rule for charging of pension cost

Annual Service Cost Contribution can be charged to the Account continuously. Costs related to the level of return under Defined-Contribution Pension Schemes cannot be charged to the Account.

Annual Service Cost Hybrid can be charged to the Account continuously. Costs related to the level of return under Hybrid Pension Schemes cannot be charged to the Account.

The Annual Service Cost Benefit can be charged to the Account continuously. The calculation method for the Annual Service Cost Benefit shall adhere to the current accounting standard which the Technical Services Provider uses in the annual accounts. All preconditions and member data for the calculation shall be the same as that which form the basis for the annual accounts that the Technical Services Provider adopts and approves for the year in which the charge is made. The Annual Service Cost Benefit shall be approved by the Technical Services Provider’s external certified accountant.

The Annual Service Cost Contribution, Annual Service Cost Hybrid and Annual Service Cost Benefit are final settlements for the accrued pension obligations during the period.

2.1.3.3. Employer's contribution

The Technical Services Provider can calculate and charge the employer’s contribution to the Account for Annual Service Cost Contribution, Annual Service Cost Benefit and Annual Service Cost Hybrid.

2.1.3.4. Associated costs

The Technical Services Provider can charge associated costs from its pension schemes to the Account.

In addition to the Technical Services Provider’s internal costs, this includes costs in relation to the current statutes, including technical insurance premiums that are paid by the Technical Services Provider to life insurance companies or pension funds, premium for interest rate guarantee, mandatory contributions that entitle the Technical Services Provider to deduction according to tax law, and the Technical Services Provider’s other reasonable and commercial external costs related to the Technical Services Provider’s pension schemes that are necessary to execute the Services.

2.1.3.5. Implementation difference

One-time effect as a result of change in accrued pension commitment for Defined-Benefit Pension Schemes, Defined-Contribution Pension Schemes or Hybrid Pension Schemes (implementation difference) can be debited/credited if the balance between the Parties is disrupted based on the principle in Article 1, second paragraph, and this is either due to amendments or changes in mortality or disability tariffs.


The Technical Services Provider shall also be entitled to debit/credit implementation difference over the course of certain transition periods prior to when a statutory amendment enters into force.

The Technical Services Provider will decide at what date the implementation difference will be debited/credited.

Before debiting/crediting of implementation difference as a result of amendments can take place, the case must have been presented to the Industry Forum.

Before debiting/crediting of implementation difference as a result of changes in mortality tariffs or disability tariffs can take place, the Technical Services Provider must send a written statement to the Industry Forum secretariat. The chair of Industry Forum shall ensure the statement is made available to members.

The implementation difference shall be calculated by the Technical Services Provider’s actuary. The calculation methods shall follow the prevailing accounting standard that the Technical Services Provider uses in the annual accounts. All assumptions for the calculations shall be the same that form the basis for the Technical Services Provider’s most recent approved annual accounts. The one-time effect shall be calculated by the Technical Services Provider and constitutes the difference between accrued pension commitments before and after the change.

2.1.3.6. Contractual pension (AFP)

The Technical Services Provider can charge actual costs for AFP to the Account according to the cash basis.

If the nature of the AFP scheme changes, the charging of costs for AFP shall follow the rules for charges for either Defined-Benefit Pension Scheme, Defined-Contribution Pension Scheme or Hybrid Pension Scheme, depending on which scheme has more similarities with the changed AFP scheme.

If the authorities determine that there is a basis for recognising the AFP obligations in the balance sheet in the Technical Services Provider’s annual accounts, the Technical Services Provider shall charge the Account for AFP costs, same as for Defined-Benefit Pension Schemes.

In the year after the above-mentioned date, the Technical Services Provider shall debit/credit the historic under/over coverage until the AFP obligations are recognised in the balance sheet. The same applies if the nature of AFP changes in another manner.

Before such debiting/crediting can take place, the case must have been presented to the Industry Forum.


The calculation methods for the under/over coverage must follow the prevailing accounting standard that the Technical Services Provider uses in the annual accounts. All assumptions for the calculations shall be the same as those that form the basis for the Technical Services Provider’s most recent approved annual accounts.

The Technical Services Provider’s debiting/crediting of the under/over coverage shall be distributed evenly over a period of five years.

2.1.3.7. Early retirement schemes

Costs related to:

a) early retirement schemes based on a collective agreement as defined in the Act of 27 January 2012, No. 9 relating to Labour Disputes, or

b) an early retirement scheme agreed as part of the employee’s employment terms and which does not form part of a restructuring process, or

c) individual cases due to illness or labour disputes

may be charged to the  Account by the Technical Services Provider without any special discussion 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 Technical Services Provider is terminated.

The costs shall be charged to the relevant joint operations including Services. If the restructuring involves several of the Technical Services Provider's joint operations including Services, the costs shall be divided pro rata among the relevant joint operations’ joint accounts and the Account based on their relative share of the last 3 years’ time writing.

2.1.3.8. Transitional rules

The Technical Service Provider shall charge the Account a settlement for employer’s contribution, which has not previously been charged to the Account

The settlement shall be charged to the Joint Account with an even distribution over a period of five years, with the earliest possible start-up in 2017.

2.1.4. Material and services from Technical Services Provider, or Affiliated Companies

a) Material

For Material owned by the Joint Ventures, all costs relating to acquisition, storage and operation of the joint venture's storage facility shall be charged to the Account. In case of Material being borrowed by one or more joint ventures, the borrowing joint venture shall replace the Material unit by unit in accordance with a separate agreement.


Material being transferred to the Operator's common storing facility shall be charged according to the average acquisition cost or the agreed price. Used Material suitable for reuse after reconditioning may be re-allocated to stock cf. Article 3.1. The Material shall then be classified as new.

The average purchase cost for Material shall include the cost of buying and storing such Material, as well as reasonable interest and dead stock.

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 actual cost, provided such costs do not exceed the costs that would have been incurred if such services were performed by independent external consulting and service companies.

c) Equipment and facilities

Use of equipment and facilities shall be charged to the Account at rates that include direct operating and maintenance costs, reasonable depreciation and interest on depreciated investments. Such rates shall not exceed those currently prevailing in the area of operation. Calculation of rates shall be documented upon request. If equipment and facilities are used for other operations, the cost shall be allocated according to the actual use in the period.

2.1.5. Damages to or loss of Property

Expenses necessary for the repair or replacement of damaged or lost Property shall be charged to the Account and classified in a way that enables subsequent identification. To the extent such damage or loss is  covered by joint insurance, insurance settlements shall be credited accordingly.

The Technical Services Provider shall give the Operator as soon as practicable written notice of any significant damage or loss, and any other information which the Operator need for insurance purposes.

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 claims which are not recoverable from the insurance.

2.1.7. Legal assistance

All costs related to the handling of 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, as appropriate. No charge in excess of NOK 250,000 may be made for services rendered by the legal staff of the Technical Services Provider for a single case without the prior approval of the Operator.

2.1.8. Taxes, duties and fees

All taxes, duties and fees of any kind levied by the Norwegian authorities, 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 or properties exclusively serving the Services. If facilities or properties also serve operations unrelated to the Services, the net costs shall be allocated fairly between the different 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. General

Indirect Costs are costs related to organisational units/functions which 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 from 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 attributable to the Services shall, to the extent practicable, be charged as direct costs in accordance with article 2.1.4 above.

Charges shall be made pursuant to fair distribution methods. 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 shall 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 article 1.3.3, the recalculation shall be concluded 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 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 articles 2.1.2, 2.1.4 b), and 2.1.9 and those sections of the organisation that are covered by charges under this article2.2.

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 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 article 2.2.3 fourth paragraph. The percentage shall cover internal services as well as services purchased externally.

The expenses covered by the percentage shall not be subject to audit.

Services of an extraordinary nature which are beneficial for 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 expenses 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 article 2.2.3 shall not be charged to the joint ventures in any other way.

2.2.4. Additional Indirect costs

The Indirect costs not covered by Articles 2.2.2 and 2.2.3 and which accrue to the Technical Service Provider or the Technical Service Provider’s Affiliated companies for the Services, shall be calculated on the basis of cost studies and shall be charged to the Account each month pursuant to the distribution formulas described in Article 2.2.1.

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 the current average purchase price of new Material or the agreed price, cf. Article 2.1.4 a). Any reconditioning cost shall be charged to the Account. Used Material which cannot be repaired shall be scrapped without crediting the Account.

The Technical Service Provider shall be under no obligation to purchase new or used surplus Material.

3.2. Insurance

Credits for settlements received from the insurance companies or others will be credited to the Account. If a participant in a Joint Venture does not participate in the insurance, it shall not share in any 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. If the Operator fails to be represented, it is nevertheless bound to accept the result of the inventory.

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.

 

 

 

 

 

Calculation of Ratio of Earnings to Fixed Charges

 

 

 

(in USD millions, except ratio) 1)

For the year ended 31 December 2017

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

Fixed charges

 

 

 

 

 

 

Interest expense 2)

903

1,043

971

1,205

784

+

Interest within rental expense

872

1,079

1,444

1,528

1,233

+

Capitalised interest

454

355

392

250

183

Total fixed charges (A)

2,229

2,477

2,807

2,983

2,201

 

 

 

 

 

 

 

Earnings

 

 

 

 

 

 

Income before tax and minority interest

13,420

(178)

55

17,898

23,646

-

Equity in net income non-consolidated investees

(188)

119

29

34

(20)

+

Distributed income of equity investees

(0)

(2)

(1)

(1)

(1)

=

Income before taxes, minority interest and equity investees

13,231

(60)

83

17,931

23,625

+

Fixed charges (A)

2,229

2,477

2,807

2,983

2,201

+

Ordinary depreciation capital interest

204

198

171

186

210

-

Capitalised interest

(454)

(355)

(392)

(250)

(183)

Total earnings

15,210

2,260

2,669

20,850

25,852

 

 

 

 

 

 

 

Ratio 3)

6.8

0.9

1.0

7.0

11.7

 

 

 

 

 

 

 

1)

On 1 January 2016, Statoil changed its presentation currency from Norwegian kroner (NOK) to US dollars (USD).

 

Comparative figures in 2015, 2014 and 2013 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 our Annual Report on Form 20-F for the fiscal year ended December 31, 2016.

2)

From and including 2016, interest expense excludes change in fair value of derivatives. The ratio for earlier years has been re-stated to reflect his change

3)

The dollar amount of the deficiency in Earnings to Fixed charges for the full year 2016 was USD 216 million

 

Statoil, Annual Report on Form 20-F 2017      1


 

 

 

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:

(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):

(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:       23 March 2018

By:           /s/ Eldar Sætre                                                                                                                  

Name:    Eldar Sætre
Title:
      President and Chief Executive Officer

Statoil, Annual Report on Form 20-F 2017      1


>

</BCLPAGE><BCLPAGE>

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:

(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):

(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:       23 March 2018

 

By:           /s/ Hans Jakob Hegge                                                                                                    

Name:    Hans Jakob Hegge
Title:
      Executive Vice President and Chief Financial Officer

Statoil, Annual Report on Form 20-F 2017      1    


 

 

 

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 2017 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:      23 March 2018

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.

Statoil, Annual Report on Form 20-F 2017      1


 

 

 

 

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 2017 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:      23 March 2018

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.

 

Statoil, Annual Report on Form 20-F 2017      1


 

 

 

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, in the registration statement (No. 333-221130) on Form F-3ASR of Statoil ASA, and in the registration statement (No. 333-221130-01) on Form F-3ASR of Statoil Petroleum AS of our reports dated 15 March 2018, with respect to the consolidated balance sheets of Statoil ASA and subsidiaries as of 31 December 2017 and 2016, 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 2017, and the related notes (collectively the "consolidated financial statements"), and the effectiveness of internal control over financial reporting as of 31 December 2017, which reports appear in the 31 December 2017 annual report on Form 20-F of Statoil ASA.

 

Our report with respect to the 2017 consolidated financial statement refers to a change in the presentation of net interest costs related to defined benefit pension plans.

 

Our report dated 15 March 2018, on the effectiveness of internal control over financial reporting as of 31 December 2017, expresses our opinion that Statoil ASA did not maintain effective internal control over financial reporting as of 31 December 2017 because of the effect of a material weakness on the achievement of objectives on the control criteria and contains an explanatory paragraph that states Statoil ASA has a material weakness related to controls and procedures for the identification, assessment and timely and appropriate communication to the Board Audit Committee of questions or concerns (including allegation of misconduct) raised by employees in connection with termination of their employment (otherwise than through Statoil ASA’s external Ethics helpline).

 

/s/ KPMG AS

 

 

Stavanger, Norway

23 March 2018

Statoil, Annual Report on Form 20-F 2017      1


DeGolyer and MacNaughton

500 | Spring Valley Road
Suite 800 East
Dallas, Texas 75244

March 20, 2018

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 Operational 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, 2017, of Statoil ASA (the Form 20-F), to the inclusion of our report of third party letter dated February 14, 2018, concerning our evaluation as of December 31, 2017, of certain oil and gas properties of Statoil ASA (our 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. 333-221130) 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

500 | 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

500 | Spring Valley Road
Suite 800 East
Dallas, Texas 75244

February 14, 2018

Statoil ASA
Forusbeen 50
N-4035 Stavanger
Norway

 

Ladies and Gentlemen:


Pursuant to your request, we have conducted an independent reserves evaluation, completed on February 14, 2018, of the net proved oil, condensate, liquefied petroleum gas (LPG), and sales gas reserves, as of December 31, 2017, 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, 2017, 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, 2017, 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, 2017. 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


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DeGolyer and MacNaughton

 

 

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 evaluation 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)” and also in publications of the Society of Petroleum Evaluation Engineers Monograph III and IV. 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.

 


  3
DeGolyer and MacNaughton

 

 

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. This performance-based methodology primarily includes (1) production diagnostics, (2) decline-curve analysis, and (3) model-based analysis (if necessary, based on availability of data). Production diagnostics include data quality control, identification of flow regimes, and characteristic well-performance behavior. Analysis was performed for all well groupings (or type-curve areas) as appropriate. In the analysis of production decline curves, reserves were estimated only to the limits of economic production or to the limit of the production licenses as appropriate.

For unconventional reservoirs, characteristic rate-decline profiles from diagnostic interpretation were translated to modified hyperbolic rate profiles, including one or multiple b-exponent values followed by an exponential decline. Based on the availability of data, model-based analysis may be integrated to evaluate long-term decline behavior, the impact of dynamic reservoir and fracture parameters on well performance, and complex situations sourced by the nature of unconventional reservoirs.

In certain cases, elements of the reserves estimates incorporated information based on analogy with similar reservoirs for which more complete data were available.

Gas quantities estimated herein are reported as sales gas quantities expressed at a temperature base of 15.6 degrees Celsius and a pressure base of 14.696 pounds per square inch absolute. Sales gas is defined as the total gas to be produced from the reservoirs after reduction for shrinkage from field or platform handling, separation, processing (including liquid removal), fuel usage, flaring, reinjection, pipeline losses, and onshore processing measured at the point of delivery. Gas reserves are reported as sales gas in this report. Oil and condensate


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DeGolyer and MacNaughton

 

 

reserves estimated herein are those to be recovered by normal field separation. LPG consists of liquid quantities derived from gas processing before the point of delivery when they can be separately identified from oil and condensate. The estimates of oil, condensate, and LPG are reported in millions of barrels, where 1 barrel equals 42 United States gallons.

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


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DeGolyer and MacNaughton

 

 

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.


  6
DeGolyer and MacNaughton

 

 

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.


  7
DeGolyer and MacNaughton

 

 

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.$54.32 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.$51.52 per barrel for oil, U.S.$48.75 per barrel for condensate, and U.S.$32.02 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.$5.72 per million Btu reference price and the prices were held constant thereafter. The volume-weighted average gas price in this report was U.S.$4.65 per million Btu.

Operating Expenses, Capital Costs, and Abandonment Costs

Operating expenses, capital costs, and abandonment costs based on information provided by Statoil, were used in


  8
DeGolyer and MacNaughton

 

 

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 reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2017, estimated 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 summarized 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, 2017

 

 

Oil and
Condensate
(MMbbl)

 

 

LPG
(MMbbl)

 

Sales
Gas
(Bcf)

 

Oil
Equivalent
(MMboe)

 

 

 

 

 

 

 

 

 

Properties Reviewed by
DeGolyer and MacNaughton

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Proved

 

2,302

 

379

 

15,073

 

5,367

 

 

 

 

 

 

 

 

 

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.

 

DeGolyer and MacNaughton’s independent 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):


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DeGolyer and MacNaughton

 

 

 

 

Estimated by DeGolyer and MacNaughton
Net Proved Reserves as of December 31, 2017

 

 

Oil
(MMbbl)

 

 

Condensate
(MMbbl)

 

 

LPG
(MMbbl)

 

Sales
Gas
(Bcf)

 

Oil
Equivalent
(MMboe)

 

 

 

 

 

 

 

 

 

 

 

 

 

Properties Reviewed by
DeGolyer and MacNaughton

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Proved

 

2,216

 

147

 

347

 

14,404

 

5,277

 

 

 

 

 

 

 

 

 

 

 

 

 

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 1.7 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 DeGolyer and MacNaughton and referred to above, when compared on the basis of net equivalent barrels, in aggregate, do not differ materially from those prepared by DeGolyer and MacNaughton.


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DeGolyer and MacNaughton

 

 

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

 

 


   
DeGolyer 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, 2018, 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 Society of Petroleum Engineers; and that I have approximately 34 years of experience in oil and gas reservoir studies and reserves evaluations.

SIGNED: February 14, 2018

 

 

(SEAL)
/s/ Regnald A. Boles
___________________________

Regnald A. Boles, P.E.
Senior Vice President
De Golyer and MacNaughton


   
DeGolyer 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


   
DeGolyer and MacNaughton

 

 

TABLE 1 - (Continued)

Country

Field

Nigeria

 

Agbami

Norway

 

Aasta Hansteen

 

Alve

 

Asgard-Midgard

 

Asgard-Smorbukk

 

Asgard-Smorbukk South

  Bauge
 

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 Castberg
 

Johan Sverdrup

 

Kristin

 

Kvitebjorn

 

Martin Linge

 

Marulk

 

Mikkel

 

Morvin

 

Njord


   
DeGolyer and MacNaughton

 

 

TABLE 1 - (Continued)

Country

Field

Norway - (Continued)
 

Norne

 

Ormen Lange

 

Oseberg

 

Oseberg East

 

Oseberg South

 

Rhea

 

Rimfaks

 

Ringhorne East

 

Sigyn

  Sindre
 

Skarv

 

Skinfaks

 

Skuld

 

Sleipner East

 

Sleipner West

  Snadd
  Snefrid North
 

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


   
DeGolyer and MacNaughton

 

 

TABLE 1 - (Continued)

Country

Field

Norway - (Continued)
 

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