2019

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, 2019

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

Equinor 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)

Lars Christian Bacher

Chief Financial Officer

Equinor 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

Trading Symbol(s)

Name of Each Exchange On Which Registered

American Depositary Shares

EQNR

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 

 

 

Equinor, Annual Report on Form 20-F 2019    1  


 

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

3,305,008,097

 

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.

 

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   x

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     x

Other   

 

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

Item 17  

Item 18  

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

 

 Yes   No

  

2   Equinor, Annual Report on Form 20-F 2019      


 

 

 

We are Equinor

 

 

We are an international energy company committed to long-term value creation in a low carbon future inspired by its vision of shaping the future of energy.

 

 

 

Our values​ are

Open​

Collaborative​

Courageous ​

Caring

 

 

 

We energize the lives of 170 million people. Every day.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equinor, Annual Report on Form 20-F 2019    3 


 

 

Always safe, high value, low carbon

 

 

We continue to pursue our strategy of always safe, high value and low carbon through developing and maximising the value of our unique Norwegian continental shelf position, our international oil and gas business, our manufacturing and trading activities and our growing new energy business.

 

Below are some key figures related to 2019 presented.

 

 

4   Equinor, Annual Report on Form 20-F 2019     


 

2019 highlights

 

January:

Awarded 29 exploration licences on the NCS

 

February:

Danske Commodities, a trading company for power and gas, becomes a wholly owned subsidiary of Equinor

 

March:

Record-breaking offshore lift completes the Johan Sverdrup field centre on the NCS

 

April:

Formal opening of Arkona Windfarm, offshore Germany, awarded seven exploration licences in offshore Argentina, final investment decision (FID) on Azeri-Central-East, Azerbaijan

 

May:

Increased share in Caesar Tonga to 46%, US Gulf of Mexico, Huldra removal on the NCS, approved PDO for Johan Sverdrup phase 2

 

June:

Awarded five exploration licences on the UKCS, operatorship of Wisting in the Barents Sea was transferred from OMV to Equinor

 

July:

Trestakk onstream on the NCS, Lundin-transaction increasing Equinor’s direct share in Johan Sverdrup, Winner in the New York state’s first large-scale competitive offshore wind solicitation.

August:

Start-up of the heavy oil field Mariner, UKCS

 

September:  

Winning bid on Dogger Bank in the UK, launched USD 5 billion share buy-back programme, Statfjord field 40 years of production celebration, Utgard started production on the NCS and UKCS, Snefrid Nord onstream with record breaking 1,309 meters below sea-level

 

October:

Start-up of Johan Sverdrup on the NCS, FID for Hywind Tampen floating offshore wind park to supply the Gullfaks and Snorre fields with renewable electric power.

 

November:

Announced divestment of Eagle Ford onshore asset in the US

 

December:

Increased position in Scatec Solar ASA to 15,2%, final investment decision on North Komsomolskoye, Russia

 

 

Equinor, Annual Report on Form 20-F 2019    5 


 

About the report

 

This document constitutes the Annual report on Form 20-F in accordance with the US Securities Exchange Act of 1934 applicable to foreign private issuers, for Equinor ASA for the year ended 31 December 2019. 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 Equinor annual report and Form 20-F may be downloaded from Equinor’s website at www.equinor.com/reports. References to this document or other documents on Equinor’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 Equinor may be found at www.sec.gov.

 

 

Table of contents

 

INTRODUCTION

 

About the report

6

Message from the chair of the board

9

Chief executive letter

11

 

 

 

 

STRATEGIC REPORT

 

2.1 Strategy and market overview

13

2.2 Business overview

20

2.3 Exploration & Production Norway (E&P Norway)

28

2.4 Exploration & Production International (E&P International)

37

2.5 Marketing, Midstream & Processing  (MMP)

47

2.6 Other group

50

2.7 Corporate

55

2.8 Operational performance

63

2.9 Financial review

82

2.10 Liquidity and capital resources

91

2.11 Risk review

97

2.12 Safety, security and sustainability

110

2.13 Our people

117

 

 

3. CORPORATE GOVERNANCE

121

3.1 Introduction

122

3.2 General meeting of shareholders

125

3.3 Nomination committee

126

3.4 Corporate assembly

127

3.5 Board of directors

130

3.6 Management

140

3.7 Compensation to governing bodies

147

3.8 Share ownership

155

3.9 External auditor

157

3.10 Risk management and internal control

159

 

 

FINANCIAL STATEMENTS AND SUPPLEMENTS

 

4.1 Consolidated financial statements of the Equinor group

162

4.2 Supplementary oil and gas information (unaudited)

240

 

 

ADDITIONAL INFORMATION

 

5.1 Shareholder information

253

5.2 Use and reconciliation of non-GAAP financial measures

263

5.3 Legal proceedings

268

5.6 Terms and abbreviations

269

5.7 Forward-looking statements

272

5.8 Signature page

273

5.9 Exhibits

274

5.10 Cross reference to Form 20-F

275

6   Equinor, Annual Report on Form 20-F 2019     


 

 

Equinor, Annual Report on Form 20-F 2019    7  


 

 

We believe the company is well prepared to deal with future market uncertainties, and has the competence, capacity and leadership capabilities necessary to create new business opportunities and long-term value for our shareholders.

Jon Erik Reinhardsen

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8   Equinor, Annual Report on Form 20-F 2019      


 

Message from the chair of the board

Dear fellow investors,

 

The biggest transition our modern-day energy systems have ever seen is underway, and Equinor is well positioned for the changes that need to take place. The board of directors believe Equinor can be a leading company in the energy transition, shaping a resilient and competitive portfolio while creating significant value for shareholders. 

 

Safety and security are on top of the board of directors agenda. The Board receives regular updates related to safety and security from the administration, and it is the first item on the agenda of every board meeting. Overall, we see many positive developments, but the company needs to further enhance its efforts related to serious incidents and personal injuries. Also during 2019, accidents have reminded us of the importance of a continued and strong focus on the safety of our people.

 

Equinor continues to improve and demonstrate strong operational performance. High production and continued strong cost and capital discipline contributed to solid results, despite lower commodity prices. The net operating income was
USD 9.30 billion compared to USD 20.1 billion in 2018. 

 

The company has a strong balance sheet and remains committed to competitive capital distribution. We delivered a 42% increase in capital distribution in 2019, including the effect of the share buy-back programme introduced in 2019. For the fourth quarter 2019 we propose to the AGM a quarterly dividend of USD 0.27 per share, an increase of 4%. The proposed increase is consistent with the dividend policy to grow the annual cash dividend in line with expected long-term underlying earnings. 

 

The company expects a strong equity production growth in 2020 of around 7% and a 3% annual average production growth from 2019 to 2026. New projects coming on stream in 2019 had an average breakeven oil price of around USD 30 per barrel. Equinor is also set for a value driven growth in renewables, developing as a global offshore wind major. In 2026 the production capacity is expected to be 4-6 GW[1] , which is around 10 times current capacity.

 

Equinor has taken new initiatives to prolong production at several offshore installations on the Norwegian Continental Shelf. The company is also further developing its international portfolio and strengthening its presences in core areas. The international portfolio is delivering high value and we expect production to increase by more than 3% annually for 2019 to 2026.

 

The global challenge of climate change will dominate many debates in 2020 and the years ahead. Equinor`s joint statement with Climate Action 100+ from April 2019, forms the starting point for our investor dialogue in support of the goals of the Paris Agreement. In our updated climate roadmap, we recognise the need for significant changes in the energy markets, which means that also Equinor`s portfolio will have to change accordingly to remain competitive. We will produce less oil in a low carbon future, but value creation will still be high. Oil and gas production with low greenhouse gas emissions will be an even stronger competitive advantage for us. In addition, profitable growth in renewables gives significant new opportunities to create attractive returns.

 

Our markets are volatile by nature, and the effects of the Covid-19 and the sharp drop in the oil price in March 2020, are strong reminders of this. For the board of directors, it is essential that Equinor maintains its position as a robust and resilient company. We believe the company is well prepared to deal with future market uncertainties, and has the competence, capacity and leadership capabilities necessary to create new business opportunities and long-term value for our shareholders.

 

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

 

 

Jon Erik Reinhardsen

Chair of the board

 

 

[1] Including our 15.2% equity in Scatec Solar ASA

Equinor, Annual Report on Form 20-F 2019    9  


 

A PERSON WEARING A SUIT AND TIE

DESCRIPTION AUTOMATICALLY GENERATED

 

 

We aim to strengthen our industry-leading position within carbon efficient operations and to grow profitably from a strong and competitive renewables business. The company is well positioned for long-term shareholder value creation and to be competitive also in a low-carbon future.

 

           Eldar Sætre

 

 

 

 

 

10   Equinor, Annual Report on Form 20-F 2019     


 

Chief executive letter

Dear fellow shareholder,

 

Equinor is committed to sustainability and recognize that the energy systems must go through profound changes to meet the goals of the Paris-agreement. We know that the world needs to reach net zero emissions as soon as possible and that we at the same time, must provide enough energy to meet a growing demand. Equinor is a leading company within our sector, driving towards a low-carbon future. As a broad energy company, we are strengthening our portfolio to underpin a competitive and resilient business model fit for long term value creation, and in line with the Paris Agreement. 

 

The safety and security of our people and integrity of our operations is our top priority. The frequency of personal injuries was down last year, while we did not see the same positive trend for our serious incident frequency. We need to continue our relentless efforts to avoid serious incidents and further reduce personal injuries. The serious work-related accident at the Heimdal platform in the North Sea last November, is a strong reminder of the importance of safety for our people. And the impact from the Hurricane Dorian at the South Riding Point terminal in the Bahamas illustrates the need for preparedness also towards a new type of incidents. 

 

In 2019, we delivered a solid result with adjusted earnings[2]  of USD 13.5 billion and USD 4.93 billion after tax. Our net operating income was USD 9.30 billion in 2019, compared to USD 20.1 billion in 2018. The decrease was primarily driven by lower liquids and gas prices. The return on average capital employed was 9% and we delivered USD 13.5 billion in cash flow from operations after tax. This was combined with an increase in total capital distribution of more than 40%, reflecting a 13% step-up in cash dividend, the conclusion of the scrip programme as planned, as well as the introduction of our share buy-back programme. 

 

Last year, Equinor delivered high total equity production of 2,074 mboe per day and has a world-class project portfolio with an average break-even oil price below USD 35 per barrels. Six new projects came on stream in 2019, including the start-up of Johan Sverdrup. Organic capital expenditures amounted to USD 10 billion[3]  for 2019.

We have a strong balance sheet and expect growth in long-term underlying earnings, driven by a high-quality portfolio, as well as a range of improvement efforts across our portfolio. At an assumed oil price of USD 65 per barrel we expect to increase our adjusted return on average capital employed to around 15% in 2023, and to deliver organic cash flow of around USD 30 billion in total, after tax and organic investments – from 2020 to 2023. 

 

Driven by the strong opportunity set of high-quality projects in front of us, we expect organic investments to be USD 10-11 billion on average in 2020 and 2021, and around USD 12 billion on average in the two following years. 

 

2019 was also truly a game-changing year for our renewables business. We made the investment decision for Hywind Tampen in Norway and won the opportunities to develop Empire Wind offshore New York and Dogger Bank in the UK, the world’s largest offshore wind development. Projects under development will add 2.8 gigawatts of renewables electricity capacity to Equinor.

 

In our updated climate roadmap, we have set new targets for both short, medium and long-term climate performance. We aim to strengthen our industry-leading position within carbon efficient operations and to grow profitably from a strong and competitive renewables business. The company is well positioned for long-term shareholder value creation and to be competitive also in a low-carbon future. Our results confirm that we are on track with our ambitions to increase returns, grow production and cash flow in the years to come.

 

We know that our markets are volatile and that we always need to be prepared for unexpected events that could impact our business. The outbreak of the Covid-19 virus and the sharp drop in the oil price, are both examples of this. Thanks to strict cost discipline, strong commercial mindset and substantial improvement measures over several years, we are a more resilient company today with significant business flexibility to handle volatility.

 

 

Eldar Sætre

President and CEO

Equinor ASA

 


[2] See section 5.2 for non-GAAP measures.

[3] IFRS capital expenditures for 2019 were USD 14,8 billion.

Equinor, Annual Report on Form 20-F 2019    11 


 

2.1

Strategy and market overview

 

 

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DESCRIPTION AUTOMATICALLY GENERATED

Digital field worker, Kårstø, Norway.

 

 

Equinor’s business environment

Market overview

In 2019 the global economy grew at its weakest pace since the global financial crisis a decade ago. The global growth rate, estimated at 2.6%, reflects common challenges across countries as well as country-specific factors. Trade conflicts and uncertainty led to stagnation in trade, dragging down business sentiment and activity globally. Geopolitical tensions, Brexit and rising policy uncertainty have influenced investments and resulted in sluggish consumer demand and weaker industry production. Central banks have reacted to the weaker activity with loosened monetary policy that has averted a deeper slowdown.

 

The estimated growth rate for the US in 2019 is 2.3%. Business investment and the manufacturing sector represented significant drags on growth during the year, reflecting rising protectionism and elevated policy uncertainty. However, the private sector has shown resilience, supported by employment growth and persistently low interest rates. In China, uncertainty and escalating tariffs on export to the US had a negative effect on industry production and investment throughout the year. Estimated growth ended at 6.1% for 2019. It was a troublesome year for the Eurozone, with threats of increased tariffs on export to US and Brexit. Despite gaining some momentum towards year-end, the Eurozone growth rate for the year is estimated at 1.2%. 

 

Looking ahead, early signs of stabilization in manufacturing activity and trade could persist and reinforce the link between the resilient consumer sector and improved business spending. In addition, the effects of monetary easing across economies in 2019 are expected to continue working their way through the global economy in 2020. However, downside risk remains significant, including the potential for further worsening in the US-China relations, rising geopolitical tensions, as well as the effects of Covid-19 virus, keeping the global economic growth forecast modest. 

 

Oil prices and refining margins

The average price for Dated Brent in 2019 was USD 64.3 per barrel, 10% lower than USD 71.1 per barrel in 2018. Prices were less volatile than in 2018, staying mostly within the USD 60-70 range, despite multiple disruptions both to supply and demand throughout the year. The Organization of the Petroleum Exporting Countries and its allies (Opec+) continued attempts to balance an oversupplied market amidst weaker oil demand growth impacted by the US-China trade conflict.

Even though in December 2018 the Opec+ group agreed to renew the supply cuts, 2019 started with an oversupplied market. Nonetheless, prices recovered from around USD 50 per barrel at the end of December 2018 to around USD 62 per barrel by the end

12   Equinor, Annual Report on Form 20-F 2019     


 

of January 2019. The upward trend continued during the first quarter, supported by a new round of US sanctions on Venezuela and Iran, removing more supply from the market, on top of the agreed Opec+ cuts.

Dated Brent reached its highest in April and May at above USD 70 per barrel, driven by pressure on supply due to increased tensions in the Middle East, mainly in Saudi Arabia, following the US decision not to extend import waivers for Iranian oil.

However, subsequently prices weakened again, hovering around USD 64 per barrel in June and July. The extension of the Opec+ cuts and continuous threats in the Middle East, including tanker attacks in the strait of Hormuz, did not balance out the perceived impact of the increase in global supply and the negative impact of the US-China trade war on oil demand growth.

One of the major events in 2019 was the September attack on Saudi Arabian oil processing plants that decreased temporarily global supply by around 5% (~5 mmboe per day). However, after a one-day surge to USD 68.2 per barrel, prices stabilized at around USD 60 per barrel by end of September. This underlined the sentiment of oversupply and concerns mostly focused on signs of weaker demand growth.

Nevertheless, as the trade talks between US and China started to show positive signals, prices started to rally in November, also supported by many refineries coming out of maintenance. Dated Brent in November averaged USD 63.0 per barrel.

2019 ended on an upward trend, with average Dated Brent price at USD 67.0 per barrel in December. Faced with further oversupply in 2020, the Opec+ alliance decided to extend and increase the cut agreement at the meeting in Vienna early in December. As the date for the US-China trade deal was announced, and expected in January, the market welcomed 2020 with a fresh wave of optimism towards oil demand growth. 

Recently, there has been price volatility, triggered, among other things by the changing dynamic among Opec+ members and the uncertainty regarding demand created by the Covid-19 pandemic. 

Refinery margins

For a standard upgraded refinery in North-West Europe, margins were slightly stronger than in 2018. Margins were weak in the first two months of 2019, but then gradually rose to a peak in October before dropping towards year-end. One distinct feature in 2019 was the preparation for producing IMO 2020 fuel, the low-sulphur bunker fuel for ships to be sold from year-end. This led to strong margins for low-sulphur fuel oil components already from July, due to purchases for storage. That again gave unusually strong margins for low complex refineries that ran on light, low-sulphur crudes.

 

Margins for the high-sulphur HSFO bunker fuel fell slowly until early October, when they collapsed. That gave weak margins for refineries running heavy, high-sulphur crude oils and having a substantial yield of HSFO.

 

Margins for naphtha were weak through the year. Being the main feedstock for the petrochemical industry, it was hurt by a low demand for petrochemical products, ascribed to the US-China trade conflict. Gasoline margins were depressed by high US stock levels early in the year but were normal through summer. Diesel margins were normal and on par with 2018. A peak in October was due to purchase for storage by those who believed that marine diesel would become the IMO 2020 fuel. Refinery margins are calculated as the relevant product prices against physical dated Brent crude oil. However, product prices are generally traded and set against the Brent prices in the paper market at the ICE exchange. Strength in dated Brent vs. ICE therefore tends to depress refinery margins, and vice versa. Specific strength in dated Brent depressed margins in June and in the last one and a half month of the year.    

 

Natural gas prices

Gas prices – Europe

The National Balancing Point (NBP) in the UK started 2019 at
7.5 USD/MMBtu, down 8% from December 2018. Abundant LNG availability, high pipeline flows as well as mild weather contributed to a decreasing trend in European prices during the first quarter. In addition, winter storage inventories remained well above the five-year average. In late March, Asian LNG prices dropped below NBP at 5.2 USD/MMBtu, increasing the incentive for LNG to go to Europe rather than Asia. European prices continued to decline during the second quarter and reached 3.5 USD/MMBtu in June. Record high temperatures and start of the maintenance season provided some support to NBP during July, but in August prices fell again. Despite another round of maintenance on Norwegian assets in September, prices lacked support and remained below 3.5 USD/MMBtu. NBP recovered towards the end of the year due to colder weather and uncertainty related to the Russia-Ukraine transit agreement, closing the year at 4.2 USD/MMBtu.

 

Gas prices – North America

The Henry Hub price showed a downward trend during 2019, averaging 2.5 USD/MMBtu for the year, compared to
3.1 USD/MMBtu in 2018. High dry gas production, driven by the addition of pipeline capacity in the Northeast and Texas put downward pressure on the price. Storage levels rose above the five-year average for the first time in two years. Demand gains have not been able to keep pace with supply growth, despite more than 20 Bcm of new LNG capacity entering service in 2019, as well as record demand in Mexican pipeline exports and the gas-to-power sector.

Equinor, Annual Report on Form 20-F 2019    13 


 

  

Global LNG prices

Asian LNG prices started the first quarter at 8.2 USD/MMBtu but fell steadily to 5.2 USD/MMBtu in March. Ample supply, as newly started LNG liquefaction trains ramped up to nameplate capacity, and lack of prompt demand have weighed on LNG prices. During the second and third quarters, the oversupply situation continued, forcing significant volumes of LNG into European storages. As a result, prices reached a low of
4.2 USD/MMBtu. In the fourth quarter, Asian LNG prices recovered with the start of the heating season. However, high nuclear availability in Japan and above-normal winter temperatures resulted in an average of 5.8 USD/MMBtu for the quarter, well below the fourth quarter average price of 9.9 USD/MMBtu in 2018.

 

European electricity and CO2 prices

Western European (United Kingdom, France, Germany, Belgium, Netherlands, Spain and Italy) electricity prices averaged
43.9 EUR/MWh in 2019, which was 20% lower than in 2018. While 2019 began strong with prices around 61 EUR/MWh for January, milder weather, a quick decrease in the underlying fuel prices, better nuclear availability and a further increase in renewable capacity drove the electricity prices down. The average price was already at around 42 EUR/MWh in March and trended down to end the year at an average of 38 EUR/MWh in December.

 

The European Union Emission Trading System (EU ETS) CO2 price continued its strength in 2019, at an average of
24.9 EUR/tonne. Prices peaked in July, with the highest closing price at 29.8 EUR/tonne. Throughout the year, the CO
2 price suffered from volatility due to uncertainties surrounding Brexit and various energy policy announcements, such as the decision to phase out coal-fired power generation in Germany by 2038.

  

Although the high CO2 price put pressure on the power generation costs, the bearish conditions such as above average temperatures, low gas prices and growth in renewables, more than offset this pressure. Nevertheless, the high CO2 price helped to further accelerate the coal to gas switch in European power generation, consequently driving down CO2-emissions from the sector.

 

Equinor’s corporate strategy

Equinor is an international energy company committed to long-term value creation in a low carbon future inspired by its vision of shaping the future of energy.

 

Equinor continues to pursue its strategy of always safe, high value and low carbon through developing and maximising the value of its unique Norwegian continental shelf position, its international oil and gas business, its manufacturing and trading activities and its growing new energy business.

 

The energy context is expected to remain volatile characterised by geopolitical shifts, challenges in liquids- and gas resource replenishments, market cyclicality, structural changes to costs and increasing momentum towards low carbon. Equinor expects volatility in energy prices. Equinor’s strategic response is focused on creating value by building a more resilient, diverse, and option-rich portfolio, delivered by an empowered organisation. To do so, Equinor will continue to concentrate its strategy realisation and development around the following areas:

 

·        Norwegian continental shelf transform the NCS to deliver sustainable value for decades

·        International oil and gas – deepen core areas and develop growth options  

·        New energy solutions – value driven growth in renewables

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

Equinor’s unique position at the Norwegian continental shelf has enabled the company to develop new technologies and scale them industrially. Equinor has today a strong set of industrial value drivers:

 

·        Operational excellence

·        World-class recovery

·        Leading project deliveries

·        Premium market access

·        Digital leadership

In sum, these drivers strengthen the company’s competitiveness. Internationally, Equinor is increasingly taking the role of operator, allowing the company to leverage its industrial value drivers. Across its business, Equinor is targeting opportunities that play to its strength.

 

 

14   Equinor, Annual Report on Form 20-F 2019     


 

 

 

 

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DESCRIPTION AUTOMATICALLY GENERATED

 

Johan Sverdrup, NCS.

 

 

Equinor, Annual Report on Form 20-F 2019    15 


 

Equinor is actively shaping its future portfolio guided by the following strategic principles:

 

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

·        Capex flexibility – having sufficient flexibility in organic capital expenditure to be able to respond to market downturns and avoid value destructive measures as well as ability to always prioritise projects expected to deliver greater value.

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

·        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

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

 

·        Safe and secure operations: The safety and security of its people and the integrity of its operations is Equinor’s top priority. In 2019 several strategic improvement initiatives were carried out guided by the corporate wide project “Safety beyond 2020”. The goal has been to further strengthen culture and drive performance through embedding safety and security thinking and proactive behaviour at all organisational levels. Equinor has continued its efforts to reinforce the security culture and capability through implementation of the 2020 Security Roadmap, and an Information Technology Strategy which aims at protecting people and assets against digital threats.

·        Technology and innovation: Equinor recognises technology and innovation as enablers for its strategy. Equinor’s technology strategy guides the company’s technology development and implementation activities, providing technologies to shape the future of energy. While Equinor conduct in-house R&D in areas that give us a competitive advantage, the majority of its activities are conducted in collaboration with partners to ensure that Equinor makes the best use of the external technology eco-system. Equinor continues to invest in digitalisation to unlock the value from its data. In 2019, USD 400 million (pre-tax) was delivered in cash flow impact from digital initiatives, which enabled a month earlier start-up of Johan Sverdrup by leveraging new digital solutions as well as increased uptime driven by Equinor’s integrated operations centre.

·        Empowered people: Equinor promotes a culture of collaboration, innovation, and safety, guided by its values. A diverse and inclusive Equinor continues to recruit and develop employees to deliver on the future-fit portfolio ambition.

·        Stakeholder engagement: Equinor 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 Equinor operates.

Equinor maintains 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. Equinor believes a lower carbon footprint will make it more competitive in the future and sustainability is integrated in Equinor’s strategic work.

 

Equinor’s new climate roadmap presents a series of short-, mid- and long-term ambitions to reduce its own greenhouse gas emissions and to ensure a competitive and resilient business model in the energy transition, fit for long term value creation and in line with the Paris Agreement:

 

A PERSON STANDING NEXT TO A BODY OF WATER

DESCRIPTION AUTOMATICALLY GENERATED

16   Equinor, Annual Report on Form 20-F 2019     


 

 

Peregrino FPSO, Brazil.

 

Equinor aims to:

·        reduce the net carbon intensity, from initial production to final consumption, of energy produced by at least 50% by 2050,

·        grow renewable energy capacity tenfold by 2026, developing as a global offshore wind major, and

·        strengthen its industry leading position on carbon efficient production, aiming to reach carbon neutral global operations by 2030.

 

Equinor expects to meet the net carbon intensity ambition primarily through significant growth in renewables and changes in the scale and composition of its oil and gas portfolio. In addition, operational efficiency and further development of new businesses such as carbon capture, utilisation and storage (CCUS) and hydrogen are expected to be important. Equinor may also use recognised offset mechanisms and natural sinks as a supplement. To reach carbon neutral global operations, the main priority will be to reduce GHG emissions from Equinor’s own operations. Remaining emissions are expected to be compensated either through quota trading systems, such as the European Union Emissions Trading System (EU ETS), or high-quality offset mechanisms. Further information can be found in section 2.12 Safety, security and sustainability.

 

Norwegian continental shelf – Transforming the NCS for continued high value creation and low carbon emissions for the coming decades

For more than 40 years, Equinor has explored, developed, and produced oil and gas from the NCS. It represents approximately 60% of Equinor’s equity production at 1.235 million boe per day in 2019. NCS cash generation capacity will continue to be substantial going forward, even at lower oil- and gas prices.

At the same time, Equinor aims to continue to improve the efficiency, reliability, carbon emissions, and lifespan of fields already in production. During 2019, Equinor updated the climate ambitions for Norway. Driven by a large remaining resource potential on the NCS, Equinor aims to reduce the absolute greenhouse gas emissions from its operated offshore installations and onshore plants in Norway with 40% by 2030, 70% by 2040, and towards near zero by 2050, compared to 2005. The 2030 ambition alone is expected to require investments of around NOK 20 billion Equinor share, in projects within energy efficiency, electrification, infrastructure consolidation, digitalization, and new value chains, such as CCS and Hydrogen.

Equinor has decided to create a new unit for its late life assets on the NCS. The purpose of the new unit is to realise the full potential of its late life fields, by realising additional subsurface potential, lean operations, cost efficient lifetime extensions, and decommissioning cost reductions.

Equinor continues to add highly profitable barrels through increased oil and gas recovery and Equinor is making progress towards the ambition of 60% oil recovery and 85% gas recovery for operated fields.

In July, Equinor agreed with Lundin Petroleum AB to divest a 16% shareholding in Lundin Petroleum for a direct interest of 2.6% in the Johan Sverdrup field and a cash consideration. In October, the Johan Sverdrup field came on stream, ahead of schedule and below cost, and with a world class ramp-up, the field is already producing more than 350 mboe per day (100%). In the next few years, Equinor aims to bring several large projects on stream including Johan Sverdrup phase 2, Troll phase 3, Johan Castberg, and Martin Linge, and the refurbished Njord, in addition to a large number of subsea tiebacks. Strong overall volume growth is expected towards a potential historically high production level in 2026. More information on assets in operations and projects under development in Norway is provided in section 2.3 E&P Norway – Exploration & Production Norway.

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

Equinor has been growing its international portfolio for over 25 years. International oil and gas production represented approximately 40% of Equinor’s equity production at 0.839 million boe per day in 2019. In 2019, Equinor made significant progress in growing and de-risking its international oil and gas portfolio: successful start-ups of both Mariner and Utgard in the UK; high value license extensions in Angola Blocks 15 and 17; access to new acreage both onshore and offshore in Argentina, on the UK Continental shelf, offshore Canada, and in US GoM; ACE development sanction in Azerbaijan; investment decision on the first stage of the North Komsomolskoye full field development in Russia. Key projects in Equinor’s international project portfolio include Bay du Nord, Rosebank, Vito, Peregrino phase 2, Bacalhau (formerly Carcará), BM-C-33, North Komsomolskoye, North Platte, and Block 17 satellites in Angola.

 

In Argentina Equinor is building a broad energy company – onshore production in Vaca Muerta, 8 new oil & gas leases across various basins offshore, and within onshore wind and solar.

 

In the United States, Equinor high-graded its onshore portfolio through the divestment of Eagle Ford and increased its equity share in Caesar Tonga in the Gulf of Mexico. Equinor continues to focus on increasing and sustaining the profitability of existing portfolio. With drone technology, Equinor has significantly reduced methane emissions from onshore operations.

 

In Brazil, Equinor is sustaining and growing a competitive portfolio of high-quality assets in all development phases, including a promising exploration portfolio. The Bacalhau field FPSO concept is an example of project optimization, while reducing carbon emissions.

Equinor, Annual Report on Form 20-F 2019    17 


 

 

Equinor is set up for growing with quality and expects its international business to grow steadily for a long time, with an organic cash flow contribution of USD 7 billion after tax and investments over the next 4 years at 65 USD per bbl. Equinor is focused on continuing to deliver improvements on cost, cashflow, and earnings to increase competitiveness across its international portfolio. Equinor aims at reducing carbon intensity across the operated international portfolio, to ambition level of <10kg CO2 per boe by 2025. More information on assets in operation and projects under development internationally is provided in section 2.4 E&P International – Exploration & Production International.

 

New energy solutions – Develop a high value renewable business

The renewable market is changing and growing at unprecedented pace, presenting opportunities for decades of growth. Equinor has a strong renewable portfolio in production and is leveraging its core competencies in managing complex oil and gas projects when growing in offshore wind. By 2026 Equinor expects to increase installed capacity from renewable projects to between 4 and 6 GW[4], Equinor share, mainly based on the current project portfolio. This is around 10 times higher than today’s capacity, implying an annual average growth rate of more than 30% in electricity production. Towards 2035, Equinor expects to increase installed renewables capacity further to between 12 and 16 GW, depending on availability of attractive project opportunities. Equinor expects to spend USD 0.5-1 billion in 2020-2021 and USD 2-3 billion in 2022-2023 (Annual gross capex before project financing, Equinor share, organic net capex 2022-2023 below USD 1.5 billion on average annually).

 

Becoming a global offshore wind major 

The last year has been transformational for Equinor’s offshore wind portfolio. With the recent additions of Dogger Bank (UK) and Empire Wind (US), Equinor is on the path to becoming a global offshore wind major. Dogger Bank is expected to be the world’s largest offshore wind farm development with an installed capacity of 3.6GW and a total potential of more than 20GW - enough to supply one third of UK electricity demand. Empire Wind will provide renewable electricity to one of the busiest cities in the world: New York City. With a capacity of 816MW, it is expected to deliver power to the equivalent of one million homes.

Equinor has a decade of operating experience from floating offshore wind. Up to 80% of the world’s offshore wind potential will likely require floating solutions and Equinor is well positioned to industrialise floating wind. Equinor’s ambition is to bring floating wind towards commerciality by 2030.

Opportunities in onshore renewables  

Equinor believes in diversifying its offshore wind business and pursuing additional growth options. Having a flexible portfolio gives Equinor the ability to provide power from numerous renewable energy sources including offshore wind, solar, and onshore wind. Over time Equinor expects to build profitable onshore positions in select power markets.

In December 2019, Equinor acquired 6.500.000 shares in Scatec Solar, corresponding to 5.2% of the shares and votes. Following the transaction Equinor owns a total of 18.965.400 shares of Scatec Solar, raising its total shareholding to 15.2% of the shares and votes. Equinor is present in two solar projects in South America (Brazil and Argentina). More information on new energy assets in operation and projects under development is provided in section 2.6 Other group.

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

The main objective for Equinor’s Midstream, Marketing & Processing unit’s (MMP) mid- and downstream activities is to process and transport Equinor’s oil and gas production (including the Norwegian State’s petroleum) competitively to premium markets, realising maximum value. In addition, MMP is expanding its marketing of a growing electricity portfolio. Focus in 2019 has been on:

·        Safe, secure, and efficient operations

·        Securing flow assurance and premium market access for Equinor’s equity production and the Norwegian State’s direct financial interest volumes

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

·        Reducing carbon emissions and carbon intensity from its operations

·        Optimising regional piped gas value chains and pursuing selective trading positions in liquefied natural gas (LNG)

·        Renewing the contracted shipping portfolio with ships that are more efficient and have less emissions.

 

Since Equinor’s closing of the acquisition of Danske Commodities (DC) on 1 February 2019, Equinor and DC have realised several synergies, including positioning DC as Equinor’s route-to-market for renewables. In early fall, DC entered the American power market and building on this successful market entry, Equinor and DC are looking at entering additional power markets. More information on mid- and downstream activities is provided in section 2.5 MMP – Marketing, Midstream & Processing.

 

Group outlook

Equinor’s plans address the current business environment while continuing to invest in high-quality projects. Equinor continues to reiterate its efforts and commitment to deliver on its strategy.


[4] Including 15.2% equity in Scatec Solar ASA

18   Equinor, Annual Report on Form 20-F 2019     


 

·         Organic capital expenditures[5] are estimated at an annual average of USD 10-11 billion for 2020-2021 and around
USD 12 billion annual average for 2022-2023

·         Equinor intends to continue to mature its large portfolio of exploration assets and estimates a total exploration activity level of around USD 1.4 billion for 2020, excluding signature bonuses and field development costs

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

·         For the period 2019 – 2026, production growth[6] is expected to come from new projects resulting in around 3% CAGR (Compound Annual Growth Rate)

·         Production6 for 2020 is estimated to be around 7% above 2019 level

·         Scheduled maintenance activity is estimated to reduce the quarterly production by approximately 20 mboe per day in the first quarter of 2020. In total, maintenance is estimated to reduce equity production by around 45 mboe per day for the full year of 2020

·         Renewable equity generation capacity in 2026 is expected to be between 4 and 6 GW (this includes 15.2% share of Scatec Solar ASA)

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, impact of Covid-19, activity level in the US onshore, as well as uncertainty around the closing of the announced transactions represent the most significant risks related to the foregoing production guidance. In particular, recently there has been considerable uncertainty created by the Covid-19 pandemic as well as the changing dynamics among Opec+ members. We are unable to predict the impact of these events. For further information, see section 5.7 Forward-looking statements.

 


[5] See section 5.2 for non-GAAP measures.

[6] The production guidance reflects our estimates of proved reserves calculated in accordance with US Securities and Exchange Commission (SEC) guidelines and additional production from other reserves not included in proved reserves estimates. The growth percentage is based on historical production numbers, adjusted for portfolio measures.

Equinor, Annual Report on Form 20-F 2019    19 


 

2.2

Business overview

 

 

History in brief

 

18 September 1972   

Equinor, formerly 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. At the time owned 100% by the Norwegian State, Equinor'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, Equinor’s operations were primarily focused on exploration, development and production of oil

and gas on the Norwegian continental shelf (NCS).

 

1979 – 1981

The Statfjord field was discovered in the North Sea

and commenced production. In 1981 Equinor was the first Norwegian company to be given operatorship

for a field, at Gullfaks in the North Sea.

 

1980s and 1990s

Equinor grew substantially through the development of the NCS (Statfjord, Gullfaks, Oseberg, Troll and others). Equinor 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 these decades, Equinor was also involved in manufacturing and marketing in Scandinavia and established a comprehensive network of service stations. This line of business was fully divested in 2012.

 

2001

Equinor was listed on the Oslo and New York stock exchanges and became a public limited company under the name Statoil ASA, now Equinor ASA, with a 67% majority stake owned by the Norwegian State.

 

2007 - 2018

Equinor’s ability to fully realise the potential of the NCS and grow internationally was strengthened through the merger with Norsk Hydro's oil and gas division on 1 October 2007. Equinor’s business grew as a result of substantial investments on the NCS and internationally. Equinor delivered the world’s longest multiphase pipelines on the Ormen Lange and Snøhvit gas fields, and the giant Ormen Lange development project was completed in 2007. Equinor also expanded into Algeria, Angola, Azerbaijan, Brazil, Nigeria, UK, and the US Gulf of Mexico, among others. Equinor’s US onshore operations represents its largest international production outside Norway, and with the Peregrino field, Equinor is the largest international operator in Brazil.

 

2018

Statoil ASA changed its name to Equinor ASA following approval of the name change by the company’s annual general meeting on 15 May 2018. The name supports the company’s strategy and development as a broad energy company in addition to reflecting Equinor’s evolution and identity as a company for the generations to come.

 

2019 and present

Equinor’s access to crude oil in the form of equity, governmental and third-party volumes makes Equinor a large seller of crude oil, and Equinor is the second-largest supplier of natural gas to the European market. Processing, refining, offshore wind and carbon capture and storage are also part of our operations.

 

In recent years, Equinor has utilised its expertise to design and manage operations in various environments to grow upstream activities outside the traditional area of offshore production. This includes the development of shale oil and gas projects.

 

As part of Equinor’s strategy, the company is investing actively in new energy, such as offshore wind, and solar energy, in order to expand energy production, strengthen energy security and combat climate change.

 

Equinor operates in more than 30 countries and as of 31 December 2019 employs 21,412 people worldwide.

 

Equinor’s registered office is at Forusbeen 50, 4035 Stavanger, Norway. The telephone number of its registered office is +47 51 99 00 00.

 

20   Equinor, Annual Report on Form 20-F 2019     


 

 

Equinor’s 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, Equinor competes with other integrated oil and gas companies.

 

Equinor continues to explore new business opportunities in offshore wind, solar, hydrogen and carbon capture, usage and storage (CCUS). Improvements in cost and technology for renewables have rapidly changed the landscape. Equinor is a player within the renewables business.

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

 

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

 

 

 

Equinor, Annual Report on Form 20-F 2019    21 


 

Equinor’s value chain

 

 

 

Corporate structure

Equinor is a broad international energy company, its value chain includes most phases from exploration of hydrocarbons through developing, production and manufacturing, marketing and trading, and a growing renewables business. Equinor’s operations are managed through eight business areas: Development & Production Norway (DPN), Development & Production International (DPI), Development & Production Brazil (DPB), Marketing, Midstream & Processing (MMP), New Energy Solutions (NES), Technology, Projects & Drilling (TPD), Exploration (EXP) and Global Strategy & Business Development (GSB). The business areas are aggregated into four reporting segments; E&P Norway, E&P International, MMP and Other. For more information, see Segment reporting later in this chapter.

 

On 28 April 2018, Equinor announced changes in its business area structure to strengthen its ability to deliver on Equinor’s always safe, high value and low carbon strategy as Equinor develops as a broad energy company. DPB was established as a separate business area representing a new core geographic area, holding promising offshore oil and gas basins with a significant resource base. Equinor’s US operations were integrated in DPI as US operations have been maturing over the last few years. Equinor is pursuing unconventional onshore business opportunities globally and sees synergies in having US onshore operations which are organised within DPI.

 

Development & Production Norway (DPN)

Managing Equinor’s upstream activities on the NCS, DPN explores for and extracts crude oil, natural gas and natural gas liquids in the North Sea, the Norwegian Sea and the Barents Sea. DPN aims to ensure safe and efficient operations and transform the NCS to deliver sustainable value for many decades. DPN is shaping the future of the NCS with a digital transformation and solutions to achieve a lower carbon footprint and high recovery rates.

 

Development & Production International (DPI)

DPI manages Equinor’s worldwide upstream activities in all countries outside Norway and Brazil. DPI operates across six continents covering offshore and onshore exploration and extraction of crude oil, natural gas and natural gas liquids; and implementing rigorous safety standards, technological innovations and environmental awareness. DPI's intent is to build and grow a competitive international portfolio - always safe, high value and low carbon.

 

Development & Production Brazil (DPB)

DPB manages the development and production of oil and gas resources in Brazil, which Equinor considers to be a core area for long-term growth. Equinor has a diverse portfolio in Brazil with activities in all development stages from exploration to production. Most of Brazil licences are in deep-water areas, some of them more than 2,900 metres deep. Equinor has been producing in Brazil since 2011 with the Peregrino field, in the Campos Basin. DPB intends to grow a competitive portfolio creating value by increasing capacity and increasing recovery from mature fields, while reducing emissions and focusing on safety as priority.

 

22   Equinor, Annual Report on Form 20-F 2019     


 

Marketing, Midstream & Processing (MMP)

MMP works to maximise value creation in Equinor’s global midstream and downstream positions. MMP is responsible for global marketing and trading of crude, petroleum products, natural gas and electricity, including marketing of the Norwegian State’s natural gas and crude on the Norwegian continental shelf. MMP is also responsible for onshore plants and transportation in addition to the development of value chains to ensure flow assurance for Equinor’s upstream production and to maximise value creation.

 

 

 

New Energy Solutions (NES)

NES reflects Equinor’s long-term goal to complement Equinor’s 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. NES aims to do this by combining Equinor’s oil and gas competence, project delivery capacities and ability to integrate technological solutions.

 

Technology, Projects & Drilling (TPD)

TPD is responsible for field development, well deliveries, technology development and procurement in Equinor. TPD aims to deliver safe, secure and efficient field development, including well construction, founded on world-class project execution and technology excellence. TPD utilises innovative technologies, digital solutions and carbon-efficient concepts to shape a competitive project portfolio at the forefront of the energy industry transformation. Sustainable value is being created together with suppliers through a simplified and standardised fit-for-purpose approach.

 

Exploration (EXP)

EXP manages Equinor’s worldwide exploration activities with the aim of positioning Equinor 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 wells in growth and frontier basins, delivering near-field exploration on the NCS and other select areas, and achieving step-change improvements in performance.

 

Global Strategy & Business Development (GSB)

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

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, Equinor prepares its disclosures about oil and gas reserves and certain other supplementary oil and gas disclosures based on geographic areas. Equinor’s geographical areas are defined by country and continent and consist of Norway, Eurasia excluding Norway, Africa, US and Americas excluding US. For more information, see section 4.2 Supplementary oil and gas information (unaudited) in the Financial statements and supplements chapter.

 

 

Segment reporting

The business areas DPI and DPB are aggregated into the reporting segment Exploration & Production International (E&P International). The basis for this aggregation is 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) 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.

 

Most of the costs within the business areas GSB, TPD and EXP are allocated to the E&P International, E&P Norway and MMP reporting segments. Activities relating to the EXP business area are fully allocated to the relevant E&P reporting segments. Activities relating to the TPD, GSB business areas and corporate staffs and support functions are partly allocated to the relevant E&P and MMP reporting segments.

 

Internal transactions in oil and gas volumes occur between reporting segments before such volumes are sold in the market. Equinor has established a market-based transfer pricing methodology for the oil and natural gas intercompany sales and purchases that meets the requirements for applicable laws and regulations. For further information, see section 2.8 Operational performance under Production volumes and prices.

 

Equinor, Annual Report on Form 20-F 2019    23 


 

Equinor eliminates intercompany sales when combining the results of reporting segments. Intercompany sales include transactions recorded in connection with oil and natural gas production in the E&P Norway and the E&P International reporting segments, and in connection with the sale, transportation or refining of oil and natural gas production in the MMP reporting segment. Certain types of transportation costs are reported in both the MMP and the E&P International segments.

 

The E&P Norway segment produces oil and natural gas which is sold internally to the MMP segment. A large share of the oil produced by the E&P International segment is also sold through the MMP segment. The remaining oil and gas from the E&P International segment is sold directly in the market. In 2019, the average transfer price for natural gas for E&P Norway was USD 4.46 per mmbtu. The average transfer price was USD 5.65 per mmbtu in 2018. For the oil sold from the E&P Norway reporting segment to the MMP reporting segment, the transfer price is the applicable market-reflective price minus a cost recovery rate.

 

 

 

 

 

24   Equinor, Annual Report on Form 20-F 2019     


 

The following table shows certain financial information for the four reporting segments, including intercompany eliminations for the two-year period ending 31 December 2019.

For additional information, see note 3 Segments to the Consolidated financial statements.

 

Segment performance

 

 

 

 

 

 

 

  For the year ended 31 December

(in USD million)

2019

2018

 

 

 

 

Exploration & Production Norway

 

 

Total revenues and other income

18,832

22,475

Net operating income/(loss)

9,631

14,406

Non-current segment assets1)

33,795

30,762

 

 

 

 

Exploration & Production International

 

 

Total revenues and other income

10,325

12,399

Net operating income/(loss)

(800)

3,802

Non-current segment assets1)

37,558

38,672

 

 

 

 

Marketing, Midstream & Processing

 

 

Total revenues and other income

60,955

75,794

Net operating income/(loss)

1,004

1,906

Non-current segment assets1)

5,124

5,148

 

 

 

 

Other

 

 

Total revenues and other income

624

280

Net operating income/(loss)

92

(79)

Non-current segment assets1)

4,214

353

 

 

 

 

Eliminations2)

 

 

Total revenues and other income

(26,379)

(31,355)

Net operating income/(loss)

(629)

103

Non-current segment assets1)

-

-

 

 

 

 

Equinor group

 

 

Total revenues and other income

64,357

79,593

Net operating income/(loss)

9,299

20,137

Non-current segment assets1)

80,691

74,934

 

 

 

 

1)

Equity accounted investments, deferred tax assets, pension assets and non-current financial assets are not allocated to segments. Right of use assets according to IFRS16 are included in Other segment from 2019.

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.

 

 

 

Equinor, Annual Report on Form 20-F 2019    25 


 

The following tables show total revenues and other income by country.

 

2019 Total revenues and other income by country

Crude oil

Natural gas

Natural gas liquids

Refined

products

Other

Total

(in USD million)

 

 

 

 

 

 

 

Norway

25,106

9,525

4,674

6,334

611

46,250

US

7,120

1,353

1,132

1,697

229

11,532

Denmark

0

12

0

2,580

191

2,783

Brazil

1,099

19

0

0

560

1,678

Other

180

372

0

41

1,358

1,951

 

 

 

 

 

 

 

Total revenues and other income1)

33,505

11,281

5,807

10,652

2,949

64,194

 

 

 

 

 

 

 

1) Excluding net income (loss) from equity accounted investments

 

 

 

 

 

 

 

 

2018 Total revenues and other income by country

Crude oil

Natural gas

Natural gas liquids

Refined

products

Other

Total

(in USD million)

 

 

 

 

 

 

 

Norway

30,221

11,953

5,969

8,299

1,971

58,412

US

9,113

1,575

1,198

1,790

444

14,120

Denmark

0

0

0

2,533

22

2,556

United Kingdom

653

0

0

0

124

777

Other

962

543

0

502

1,430

3,436

 

 

 

 

 

 

 

Total revenues and other income1)

40,948

14,070

7,167

13,124

3,991

79,301

 

 

 

 

 

 

 

1) Excluding net income (loss) from equity accounted investments

 

 

 

 

 

 

 

Research and development

Technology and innovation are identified as enablers to deliver on Equinor’s strategy. We continually research, develop and implement innovative technologies to create opportunities and enhance the value of Equinor’s current and future assets.  

 

Our technology strategy sets the direction for technology development and implementation to meet Equinor’s ambitions. We prioritise and accelerate high-value technologies for broad implementation in existing and new value chains:

·        Optimise production from existing and near field resources 

·        Low carbon solutions for oil and gas 

·        Discover and develop prolific basins and deep-water areas

·        Unlock low recovery reservoirs

·        Develop renewable energy opportunities

 

We utilise a range of tools for the development of new technologies:  

 

·        In-house research and development 

·        Cooperation with academia, research institutes and suppliers 

·        Project-related development as part of field development activities 

·        Direct investment in technology start-up companies through Equinor Technology Venture’s investment activities 

·        Invitation to open innovation challenges as part of Equinor Innovate 

 

For additional information, see note 7 Other expenses to the Consolidated financial statements. 

 

26   Equinor, Annual Report on Form 20-F 2019     


 

Key figures

 

 

 

 

 

 

 

 

 

 

 

 

(in USD million, unless stated otherwise)

  For the year ended 31 December

2019

2018

2017

2016

2015

 

 

 

 

 

 

 

Financial information

 

 

 

 

 

Total revenues and other income

64,357

79,593

61,187

45,873

59,642

Operating expenses

(9,660)

(9,528)

(8,763)

(9,025)

(10,512)

Net operating income/(loss)

9,299

20,137

13,771

80

1,366

Net income/(loss)

1,851

7,538

4,598

(2,902)

(5,169)

Non-current finance debt

24,945

23,264

24,183

27,999

29,965

Net interest-bearing debt

16,429

11,130

15,437

18,372

13,852

Total assets

118,063

112,508

111,100

104,530

109,742

Total equity

41,159

42,990

39,885

35,099

40,307

Net debt to capital employed ratio1)

28.5%

20.6%

27.9%

34.4%

25.6%

Net debt to capital employed ratio adjusted1)

23.8%

22.2%

29.0%

35.6%

26.8%

ROACE2)

9.0%

12.0%

8.2%

-0.4%

4.1%

 

 

 

 

 

 

 

Operational data

 

 

 

 

 

Equity oil and gas production (mboe/day)

2,074

2,111

2,080

1,978

1,971

Proved oil and gas reserves (mmboe)

6,004

6,175

5,367

5,013

5,060

Reserve replacement ratio (annual)

0.75

2.13

1.50

0.93

0.55

Reserve replacement ratio (three-year average)

1.47

1.53

1.00

0.70

0.81

Production cost equity volumes (USD/boe)

5.3

5.2

4.8

5.0

5.9

Average Brent oil price (USD/bbl)

64.3

71.1

54.2

43.7

52.4

 

 

 

 

 

 

 

Share information3)

 

 

 

 

 

Diluted earnings per share (in USD)

0.55

2.27

1.40

(0.91)

(1.63)

Share price at OSE (Norway) on 31 December (in NOK)

175.50

183.75

175.20

158.40

123.70

Share price at NYSE (USA) on 31 December (in USD)

19.91

21.17

21.42

18.24

13.96

Dividend paid per share (in USD)4)

1.01

0.91

0.88

0.88

0.90

Weighted average number of ordinary shares outstanding (in millions)

3,326

3,326

3,268

3,195

3,179

 

 

 

 

 

 

 

1)

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

2)

See section 5.2 Use and reconciliation of non-GAAP financial measures for return on average capital employed (ROACE).

3)

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

4)

For 2019, dividend for the third and for the fourth quarter of 2018 and dividend for the first and second quarter of 2019 were paid. For 2018, dividends for the third and fourth quarter 2017 and the first and second quarter 2018 were paid. From and including the third quarter of 2015, dividends were declared in USD. Dividends in previous periods were declared in NOK. Figures for 2015 are presented using the Central Bank of Norway year end rates for NOK.

Equinor, Annual Report on Form 20-F 2019    27 


 

2.3

Exploration & Production Norway
(E&P Norway)

 

 

A BOAT SITTING ON TOP OF A SANDY BEACH NEXT TO THE OCEAN

DESCRIPTION AUTOMATICALLY GENERATED

Johan Sverdrup, NCS.

 

Overview

The Exploration & Production Norway segment covers 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, maximising the value potential from the NCS.

 

For 2019, Equinor reports production on the NCS from 41 Equinor-operated fields, nine partner-operated fields, as well as equity-accounted production from Lundin Petroleum AB for the first eight months of the year.

 

Key events and portfolio developments in 2019 and early 2020:

·    Strengthening the position in the Norwegian Sea, Equinor on 5 December 2018 agreed with Faroe Petroleum on several swap transactions with no cash considerations, effective as of 1 January 2019. The transactions increase Equinor’s equity share of the prolific Njord area and reduce its share in non-core assets.

·    On 15 January 2019, Equinor was awarded 29 exploration licences (13 as operator) on the NCS in the Awards for predefined areas round 2018 for mature areas.

·    On 19 May, the Ministry of Petroleum and Energy approved the plan for development and operation of the second phase of the Johan Sverdrup field development. Around one fourth of the oil from the Johan Sverdrup full field will be produced in the second phase, expected to start production in late 2022.

·    On 30 August, Equinor completed the sales of a 16% stake in Lundin Petroleum AB for around USD 1.51 billion and the acquisition of a 2.6% stake in the Johan Sverdrup field for USD 910 million. Following the transactions, Equinor holds a 4.9% percent stake in Lundin Petroleum AB and a 42.6% direct interest in the Johan Sverdrup field. 

·    Trestakk achieved first oil on 15 July. The oil discovery in the Norwegian Sea has been developed as a subsea tie-back to Åsgard A.

·    Utgard achieved first gas on 16 September. The gas and condensate field in the North Sea spans the boundary between the Norwegian and UK continental shelves, and the subsea development includes two wells in a new subsea template. Gas and condensate are piped through a new 21-km pipeline to the Sleipner field for processing and onward transportation to market.

 

The giant Johan Sverdrup oil and gas field in the North Sea was brought on stream on 5 October. The field is expected to produce for more than 50 years. Powered by electricity from shore, the field has record-low CO2 emissions of 0.7kg per barrel.

28   Equinor, Annual Report on Form 20-F 2019     


 

 

Crude oil is exported to Mongstad through a 283-km designated pipeline, and gas is exported to the gas processing facility at Kårstø through a 156-km pipeline via a subsea connection to the Statpipe pipeline.  

·   The plans for development and operation of Hywind Tampen, an 88 MW floating offshore wind farm projected to provide wind power to the Snorre and Gullfaks installations in the Tampen area of the North Sea, were submitted to the Norwegian Ministry of Petroleum and Energy on 11 October.

 

Floating offshore wind from the pioneering Hywind Tampen development will reduce the carbon footprint from the Snorre and Gullfaks installations.

·    Onshore power to offshore installations: Powered from shore, Johan Sverdrup is one of the world’s most carbon-efficient fields. In the second phase of the field development, a power hub will be installed, allowing for the Gina Krog, Ivar Aasen and Edvard Grieg fields, as well as Johan Sverdrup second phase, to be powered from the onshore grid. In October, Equinor announced that the area’s licence partners are working towards a partial electrification of the Sleipner field, as well as Gudrun and other tie-ins, maximising the utilisation of power from shore to the area. Power supply from the onshore grid will reduce the carbon footprint from these offshore installations and contribute to reaching the climate goal of the Paris agreement.

·   On 1 December, Equinor assumed the operatorship of Wisting  in the Barents Sea from OMV. Equinor is considering developing the Wisting oil discovery using an FPSO solution with subsea wells.

·   Equinor and its partners made 11 commercial discoveries on the NCS in 2019

·   On 9 January 2020, Equinor and the Statfjord  licence partners announced an extension towards 2040 of the production from the Statfjord field in the North Sea, enabled by a planned upgrade of the three platforms and maturation of new reserves for recovery.

·   On 14 January 2020, Equinor was awarded 23 licences
(14 as operator) on the NCS in the
Awards for predefined areas round 2019 for mature areas.

·   The gas processing capacity at Troll C was increased when a new compressor was brought on stream on 30 January 2020.  



A PICTURE CONTAINING BUILDING, SITTING, LARGE, BOAT

DESCRIPTION AUTOMATICALLY GENERATED

 

Gudrun, NCS.

 

Equinor, Annual Report on Form 20-F 2019    29 


 

Major producing fields and field developments operated by Equinor and Equinor’s licence partners

 

 

 

30   Equinor, Annual Report on Form 20-F 2019     


 

Fields in production on the NCS

The table below shows E&P Norway's average daily entitlement production for the years ending 31 December 2019, 2018 and 2017. Production in 2019 decreased owing to natural decline, reduced ownership in some fields and a lower flexible gas production, partially offset by new fields in production.

 

Average daily entitlement production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  For the year ended 31 December

 

2019

 

2018

 

2017

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Equinor operated fields

 461  

 98  

 1,079  

 

 470  

 99  

 1,090  

 

 505  

 100  

 1,136  

Partner operated fields

 65  

 13  

 147  

 

 79  

 16  

 181  

 

 70  

 17  

 179  

Equity accounted production

 9  

 -    

 9  

 

 16  

 -    

 16  

 

 19  

 -    

 19  

 

 

 

 

 

 

 

 

 

 

 

 

Total

 535  

 111  

 1,235  

 

 565  

 115  

 1,288  

 

 594  

 118  

 1,334  



A CRANE OVER A CITY

DESCRIPTION AUTOMATICALLY GENERATED

Gina Krog, NCS.

 

Equinor, Annual Report on Form 20-F 2019    31 


 

The following tables show the NCS entitlement production by fields in which Equinor was participating during the year ended
31 December 2019.

 

Equinor operated fields, average daily entitlement production

 

 

 

 

 

 

 

 

 

 

 

 

 

Geographical area

Equinor's equity interest in %

 

On stream 

Licence expiry date

 

Average production in 2019 mboe/day

 

 

Field

 

 

 

 

 

 

 

 

 

Troll Phase 1 (Gas)

The North Sea

30.58

 

1996

2030

 

165

Gullfaks 

The North Sea

51.00

 

1986

2036

 

89

Oseberg

The North Sea

49.30

 

1988

2031

 

88

Åsgard 

The Norwegian Sea

34.57

 

1999

2027

 

79

Visund

The North Sea

53.20

 

1999

2034

 

73

Aasta Hansteen

The Norwegian Sea

51.00

 

2018

2041

 

58

Tyrihans

The Norwegian Sea

58.84

 

2009

2029

 

54

Snøhvit

The Barents Sea

36.79

 

2007

2035

 

48

Kvitebjørn

The North Sea

39.55

 

2004

2031

 

40

Grane

The North Sea

36.61

 

2003

2030

 

37

Sleipner Vest

The North Sea

58.35

 

1996

2028

 

34

Troll Phase 2 (Oil)

The North Sea

30.58

 

1995

2030

 

33

Gina Krog

The North Sea

58.70

 

2017

2032

 

31

Johan Sverdrup

The North Sea

42.63

 

2019

2036-2037

 

31

Statfjord Unit

The North Sea

44.34

 

1979

2026

 

24

Gudrun

The North Sea

36.00

 

2014

2028-2032

 

23

Fram 

The North Sea

45.00

 

2003

2024

 

20

Snorre 

The North Sea

33.28

 

1992

2040

 

18

Mikkel 

The Norwegian Sea

43.97

 

2003

2024

 

17

Valemon

The North Sea

53.78

 

2015

2031

 

15

Kristin

The Norwegian Sea

55.30

 

2005

2027-2033

 

11

Heidrun 

The Norwegian Sea

13.04

 

1995

2024-2025

 

10

Tordis area 

The North Sea

41.50

 

1994

2040

 

10

Alve

The Norwegian Sea

53.00

 

2009

2029

 

10

Morvin

The Norwegian Sea

64.00

 

2010

2027

 

10

Norne

The Norwegian Sea

60.00

 

1997

2026

 

8

Vigdis area 

The North Sea

41.50

 

1997

2040

 

8

Sleipner Øst

The North Sea

59.60

 

1993

2028

 

6

Trestakk

The Norwegian Sea

59.10

 

2019

2029

 

5

Urd

The Norwegian Sea

63.95

 

2005

2026

 

5

Utgard

The North Sea

38.441)

 

2019

2028

 

4

Gungne 

The North Sea

62.00

 

1996

2028

 

4

Byrding

The North Sea

70.00

 

2017

2024-2035

 

2

Sigyn

The North Sea

60.00

 

2002

2022

 

2

Statfjord Nord

The North Sea

21.88

 

1995

2026

 

2

Veslefrikk 

The North Sea

18.00

 

1989

2025-2031

 

1

Sygna 

The North Sea

30.71

 

2000

2026-2040

 

1

Statfjord Øst

The North Sea

31.69

 

1994

2026-2040

 

1

Gimle

The North Sea

65.13

 

2006

2023-2034

 

1

Tune

The North Sea

50.00

 

2002

2025-2032

 

1

Heimdal

The North Sea

29.44

 

1985

2021

 

0

 

 

 

 

 

 

 

 

Total Equinor operated fields

 

 

 

 

1,079

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

32   Equinor, Annual Report on Form 20-F 2019     


 

Partner operated fields, average daily entitlement production

 

 

 

 

 

 

 

 

 

 

 

 

 

Geographical area

Equinor's equity interest in %

Operator 

On stream 

Licence expiry date

 

Average production in 2019 mboe/day

 

 

Field

 

 

 

 

 

 

 

 

 

Ormen Lange

The Norwegian Sea

25.35

A/S Norske Shell

2007

2040-2041

 

58

Skarv

The Norwegian Sea

36.17

Aker BP ASA

2013

2029-2033

 

32

Ivar Aasen

The North Sea

41.47

Aker BP ASA

2016

2029-2036

 

25

Goliat

The Barents Sea

35.00

Vår Energi AS

2016

2042

 

14

Ekofisk area 

The North Sea

7.60

ConocoPhillips Skandinavia AS

1971

2028

 

13

Marulk

The Norwegian Sea

33.00

Vår Energi AS

2012

2025

 

3

Vilje

The North Sea

0.00

Aker BP ASA

2008

2021

 

1

Ringhorne Øst

The North Sea

0.00

Vår Energi AS

2006

2030

 

0

Enoch

The North Sea

11.78

Repsol Sinopec North Sea Ltd.

2007

2024

 

0

 

 

 

 

 

 

 

 

Total partner operated fields

 

 

 

 

147

 

 

 

 

 

 

 

 

Equity accounted production

 

 

 

 

 

 

 

Lundin Petroleum AB

 

4.902)

Lundin Petroleum AB

 

 

 

9

 

 

 

 

 

 

 

 

Total E&P Norway including share of equity accounted production

 

 

1,235

 

1)   The Utgard field in the North Sea spans the boundary between the Norwegian and UK continental shelves. The volumes pertain to the Equinor 38.44% share of Utgard on the NCS. (For the volumes pertaining to the Equinor 38% share of Utgard on the UKCS, please see section 2.4 E&P International)

2)   On 7 July, Equinor divested a 16 percent shareholding in Lundin for a direct interest of 2.6 percent in the Johan Sverdrup field and a cash consideration, and the last transaction was concluded on 30 August. The volumes therefore pertain to the first eight months of the year

 

 

 

Main producing fields on the NCS


Equinor-operated fields

Johan Sverdrup (Equinor 42.63%)  is a major oil field with associated gas in the North Sea, developed with four platforms: a processing platform, a drilling platform, a riser platform and a living quarter platform. Crude oil is exported to Mongstad through a 283-km designated pipeline, and gas is exported to the gas processing facility at Kårstø through a 156-km pipeline via a subsea connection to the Statpipe pipeline.

 

A record-breaking lift completed the Johan Sverdrup field centre in March. The processing platform of nearly 26 000 tonnes is the heaviest lift ever performed offshore. First oil was achieved in October 2019.

 

The second phase of the Johan Sverdrup field is under development and includes a new processing platform linked to the field centre, and five new subsea templates.

 

Troll (Equinor 30.58%) in the North Sea 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 produced mainly at Troll A, and oil mainly at Troll B and C. Fram, Fram H Nord and Byrding are tie-ins to Troll C.

 

New compressors have increased the gas processing capacity: one compressor was brought on stream at Troll B in September 2018, and one at Troll C in January 2020. The third phase of the Troll field is under development.

The Gullfaks  (Equinor 51%)  oil and gas field in the North Sea is developed with three platforms. Since production started on Gullfaks in 1986, several satellite fields have been developed with subsea wells which are remotely controlled from the Gullfaks A and C platforms.

Equinor, Annual Report on Form 20-F 2019    33 


 

 

The Oseberg  area (Equinor 49.30%) in the North Sea produces oil and gas. The development 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. Oseberg Vestflanken 2 came on stream in October 2018 and is Norway’s first unmanned platform, remotely controlled from the Oseberg field centre.

 

The Åsgard  (Equinor 34.57%) gas and condensate field in the Norwegian Sea is developed with 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 Equinor started the world’s first subsea gas compression train on Åsgard. Trestakk, a tie-in to Åsgard, came on stream in July.

 

Visund (Equinor 53.2%, operator) oil and gas field in the North Sea is developed with Visund A semi-submersible integrated living quarter, drilling and processing unit, and a subsea installation in the northern part of the field. Visund North improved oil recovery, a subsea development with two new wells in a new subsea template, was brought on stream in September 2018.

 

The Aasta Hansteen (Equinor 51%, operator) gas and condensate field in the Norwegian Sea is developed with a floating spar platform and two subsea templates.

 

With the Snefrid North well at 1309 metres beneath the ocean’s surface, the field development is the deepest ever on the NCS.

 

First gas was achieved in December 2018. In September 2019, the Snefrid North gas field was brought on stream, a subsea development with one well tied back to Aasta Hansteen.

 

The Tyrihans  (Equinor 58.84%, operator) oil and gas field in the Norwegian Sea is developed with five subsea templates tied back to Kristin.

 

The Snøhvit  (Equinor 36.79%, operator) gas and condensate field is developed with several subsea templates. Snøhvit was the first field development in the Barents Sea and is connected ta to the liquefied natural gas processing facilities at Melkøya near Hammerfest through a 160-km long pipeline. Askeladd phase 1, the next plateau extender of Snøhvit, is under development.

 

Partner-operated fields

Ormen Lange (Equinor 25.35%, 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 became operator of Nyhamna from
1 October 2017, with Shell as technical service provider.

 

Skarv (Equinor 36.17%, operated by Aker BP ASA) is an oil and gas field in the Norwegian Sea. The field development includes a floating production, storage and offloading vessel and five subsea multi-well installations.

 

Ivar Aasen (Equinor 41.47%, operated by Aker BP ASA) is an oil and gas field 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 (Equinor 35%, operated by Vår Energi AS, formerly Eni Norge AS)  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. The oil is offloaded to shuttle tankers.

 

Ekofisk area (Equinor 7.60%, operated by ConocoPhillips Skandinavia AS) consists of the Ekofisk, Tor, Eldfisk and Embla fields.  

 

Marulk (Equinor 33%, operated by Vår Energi AS, formerly Eni Norge AS) is a gas and condensate field developed as a tie-back to the Norne FPSO.

 

Exploration on the NCS

Equinor 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.

Equinor was awarded 23 licenses (14 as operator) in the Awards for predefined areas (APA) round 2019 for mature areas and completed several farm-in transactions with other companies. 

 

There has been high activity on NCS in 2019, and Equinor and its partners have completed 26 exploratory wells and made 11 commercial and three non-commercial discoveries. 

 

34   Equinor, Annual Report on Form 20-F 2019     


 

Exploratory wells drilled1)

 

 

 

 

 

 

 

 

  For the year ended 31 December

 

2019

2018

2017

 

 

 

 

North Sea

 

 

 

Equinor operated

10

5

7

Partner operated

2

2

0

Norwegian Sea

 

 

 

Equinor operated

4

4

4

Partner operated

6

4

0

Barents Sea

 

 

 

Equinor operated

4

2

5

Partner operated

0

1

1

Total (gross)

26

18

17

 

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

 

Fields and projects under development on the NCS

Equinor’s major development projects on the NCS as of
31 December 2019
[7] :

 

Askeladd (Equinor 36.79%, operator) is the next plateau extender of the Snøhvit gas field in the Barents Sea. The development includes two subsea templates, a 42-km tie-back to Snøhvit  and drilling of three gas producers. The project was sanctioned in March 2018. First gas is expected in late 2020.

 

Hywind Tampen (Equinor 33.28% (Snorre) and 51% (Gullfaks), operator) The plans for development and operation of the  
88 MW floating offshore wind farm to provide wind power to the Snorre and Gullfaks installations in the Tampen area of the North Sea,
were submitted to the Ministry of Petroleum and Energy on 11 October. The planned eleven wind turbines, based on the Hywind technology developed by Equinor, is expected to meet around 35% of the annual power need of the five offshore platforms Snorre A, B and C and Gullfaks A and B. The wind park is expected to be brought on stream in late 2022.

 

Johan Castberg (Equinor 50%, operator) is the development of the three oil discoveries Skrugard, Havis and Drivis, located some 240 kilometres northwest of Hammerfest in the Barents Sea. The development includes a production vessel and a subsea development with 30 wells, ten subsea templates and two satellite structures. On 28 June 2018, the Ministry of Petroleum and Energy approved the Plan for development and operation of the field. First oil is expected in late 2022.

 

Johan Sverdrup, second phase  (Equinor 42.6%, operator)  is an oil and gas discovery in the North Sea. he plan for development and operation for the second phase of the Johan Sverdrup field was approved by the Ministry of Petroleum and Energy on
19 May 2019.
The development includes a new processing platform linked to the field centre, five new subsea templates and 28 wells. Around one fourth of the oil from the Johan Sverdrup full field will be produced in the second phase. First oil is expected in late 2022

 

Martin Linge  (Equinor 70%, operator) is an oil and gas field near the British sector of the North Sea. The reservoir is complex with gas under high pressure and high temperatures. Effective as of January 1, 2018, Equinor acquired Total’s interest and assumed the operatorship. The development includes a fixed steel jacket platform with processing and export facilities, with electric power to be supplied from Kollsnes. The Martin Linge hook-up and completion scope is large and complex, and first oil is expected in late 2020.

 

Njord future (Equinor 20%, operator) is a development to enable safe, reliable and efficient exploitation of the Njord and Hyme oil discoveries through to 2040. The development includes an upgrade of the Njord A floating platform, an optimal oil export solution and drilling of ten new wells. As part of the upgrade, the platform will be prepared to bring the nearby fields Bauge and Fenja on stream. On 20 June 2017, the Ministry of Petroleum and Energy approved the plan for development and operation of the field. Oil production is expected to start in late 2020.

 

Snorre expansion (Equinor 33.28%, operator) is expected to increase oil recovery from the Snorre field and extend field life beyond 2040. The Ministry of Petroleum and Energy approved the plan for development and operation on 5 July 2018. The concept consists


[7] Recently, there has been considerable uncertainty created by the Covid-19 pandemic as well as the changing dynamics among Opec+ members. We are unable to predict the impact of these events.

Equinor, Annual Report on Form 20-F 2019    35 


 

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, twelve production wells and twelve injection wells. Oil production is expected to start in 2021.

 

Troll phase 3 (Equinor 30.58%, operator) is expected to increase gas recovery from the Troll field and extend field life beyond 2050. The Ministry of Petroleum and Energy approved the plan for development and operation on 7 December 2018. The subsea development includes two subsea templates, eight production wells, a 36-inch export pipeline and a new process module on the Troll A platform. First gas from Phase 3 is expected in 2021.

 

Ærfugl (Equinor 36.17%, operated by Aker BP) is the development of the gas and condensate discoveries Ærfugl and Snadd Outer fields in the Norwegian Sea, near the Skarv field, some 200 km west of Sandnessjøen. The field is being developed in two phases and includes six new production wells which will be tied into the Skarv floating production, storage and offloading vessel for processing and storage. On 6 April 2018, the Ministry of Petroleum and Energy approved the plan for development and operation of the field. The operator plans for first gas in late 2020.

 

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 (Equinor 19.87%, operator) ceased production in September 2014, after 13 years in production. The permanent plugging and abandonment of wells was finalised in 2017, and the heavy-lift vessel, Thialf removed the platform in May. The demolition and recycling of the platform take place at Vats on the Norwegian coast.

 

Ekofisk (Equinor 7.6%, operated by ConocoPhillips Skandinavia AS): In the third removal campaign, some installations were removed in 2019.

 

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

 

36   Equinor, Annual Report on Form 20-F 2019     


 

2.4

Exploration & Production International

(E&P International)

 

 

Overview

Equinor is present in several of the most important oil and gas provinces in the world. The E&P International segment covers exploration, development and production of oil and gas outside the Norwegian continental shelf (NCS).

E&P International is present in nearly 25 countries and had production in 12 countries in 2019. E&P International produced around 40% of Equinor’s total equity production of oil and gas in 2019, compared to 39% in 2018. For information about proved reserves development see section 2.8 Operational Performance under Proved oil and gas reserves.

 

A PICTURE CONTAINING YELLOW, BUILDING, MAN, BOAT

DESCRIPTION AUTOMATICALLY GENERATED

 

Peregrino Phase 2 hook up, Brazil.

 

 

Key events and portfolio developments in 2019 and early 2020:

·        On 16 April, Equinor was awarded seven new licences in the 1st offshore licensing round in Argentina, five as operator and two as partner

·        On 19 April, Equinor and its partners sanctioned the development of Azeri Central East (ACE) platform in the Azeri Chirag Gunashli (ACG)  oilfield in Caspian Sea

·        On 24 April, a significant discovery at the Blacktip  prospect in the deepwater U.S. Gulf of Mexico was announced by Shell Offshore Inc. Equinor holds a 19.1% working interest in the licence

·        On 30 May, the acquisition of Barra Energia do Brasil Petróleo e Gás Ltda’s 10% interest and subsequent assignment of 3.5% and 3% interests, respectively to ExxonMobil and Petrogal, in the BM-S-8 block in Brazil's Santos basin were approved by authorities. These transactions had been agreed in July 2018. After the transaction, Equinor owns a 40% operated interest in the neighbouring BM-S-8 and Bachalau North blocks

·        On 4 June, Equinor was awarded five new licences in the 31st offshore licensing round on the UK continental shelf, four as operator and one as partner

·        On 12 August, Equinor completed the acquisition of 22.45% interest in the Caesar Tonga oil field from Shell Offshore Inc. Equinor’s interest in the field is now 46%. The effective date of the transaction is 1 January 2019

 

Equinor, Annual Report on Form 20-F 2019    37 


 

On 15 August, Equinor started production from the Mariner  oil field, the group’s first operated development in the UK North Sea. The field is expected to produce oil for more than 30 years and support more than 700 long-term jobs. Mariner is a digital frontrunner, applying automated drilling and a digital copy of the platform, to deliver safe and efficient operations

 

·        On 20 August, a waterflood project was sanctioned in the St. Malo field in the US Gulf of Mexico including two new production wells, three new injector wells, and topsides injection equipment

·        On 21 August, Equinor signed an agreement with Yacimientos Petroliferos Fiscales S.A. (YPF) to acquire a 50% interest in and to jointly explore the CAN 100 offshore block, located in the northern Argentina Basin

·        On 16 September, Equinor started production from the Utgard  gas and condensate field, which spans the boundary between the Norwegian and UK continental shelves. Gas and condensate is piped to the Sleipner field on the Norwegian side for processing and onward transportation to market

·        On 10 October, Equinor was awarded exploration acreage in the North Carnarvon Basin offshore western Australia as operator

·        On 29 November, Equinor and Rosneft have taken an investment decision on the first stage of the North Komsomolskoye full field development. The licence is owned by SevKomNeftegaz LLC in which Equinor owns 33.33% of the shares

·        On 6 December, Equinor completed the divestment of its 63% interest in, and operatorship of, the onshore business in the Eagle Ford shale play in the US state of Texas to Repsol. The effective date of the transaction is 1 October 2019

 

For more information about the transactions included above see note 4 Acquisitions and disposals to the Consolidated financial statements.

International production

Entitlement production differs from equity production where operations are performed under production sharing agreements (PSAs) (see section 5.6 Terms and abbreviations) and in the US where 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 represents volumes that correspond to Equinor’s percentage ownership in a particular field and is larger than Equinor’s entitlement production if the field is governed by a PSA or royalties are excluded from entitlement production.

 

Equinor's equity production outside Norway was around 40% of Equinor's total equity production of oil and gas in 2019. Equinor's entitlement production outside Norway was 35% of Equinor's total entitlement production in 2019.

 

The following table shows E&P International's average daily entitlement production of liquids and natural gas for the years ending 31 December 2019, 2018 and 2017.

 

Average daily entitlement production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended 31 December

 

2019

 

2018

 

2017

 

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

 279  

 29  

 461  

 

 245  

 25  

 403  

 

 186  

 19  

 304  

Africa

 137  

 4  

 165  

 

 168  

 6  

 209  

 

 197  

 6  

 233  

Eurasia

 29  

 3  

 45  

 

 21  

 3  

 40  

 

 26  

 3  

 46  

Equity accounted production

 3  

 0  

 4  

 

 0  

 -    

 0  

 

 5  

 -    

 5  

Total

 447  

 36  

 676  

 

 434  

 35  

 652  

 

 415  

 27  

 588  

38   Equinor, Annual Report on Form 20-F 2019     


 

The table below provides information about the fields that contributed to production in 2019, including average equity production per field.

 

Average daily equity production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Field

Country

Equinor's equity interest in %

Operator 

On stream 

 

Licence expiry date

Average daily equity production in 2019 mboe/day

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

  

 

 

 

526

 

Appalachian (APB)1) 3)

US

Varies

Equinor/others4)

2008

 

HBP7)

200

 

Bakken1)

US

Varies

Equinor/others5)

2011

 

HBP7)

69

 

Roncador

Brazil

25.00

Petróleo Brasileiro S.A.

2018

 

2025

45

 

Eagle Ford1)

US

Varies2)

Equinor/others6)

2010

 

HPB7)

40

 

Peregrino

Brazil

60.00

Equinor Brasil Energia Ltda.

2011

 

20348)

37

 

Tahiti

US

25.00

Chevron USA Inc.

2009

 

HBP7)

29

 

Caesar Tonga

US

46.00

Anadarko U.S. Offshore LLC

2012

 

HBP7)

21

 

St. Malo

US

21.50

Chevron USA Inc.

2014

 

HBP7)

21

 

Julia

US

50.00

ExxonMobil Corporation

2016

 

HBP7)

14

 

Jack

US

25.00

Chevron USA Inc.

2014

 

HBP7)

12

 

Hebron

Canada

9.01

ExxonMobil Canada Properties

2017

 

HBP7)

10

 

Stampede

US

25.00

Hess Corporation

2018

 

HBP7)

8

 

Hibernia/Hibernia Southern Extension9)

Canada

Varies

Hibernia Management and Development Corporation Ltd.

1997

 

HBP7)

7

 

Big Foot

US

27.50

Chevron USA Inc.

2018

 

HBP7)

5

 

Terra Nova

Canada

15.00

Suncor Energy Inc.

2002

 

HBP7)

5

 

Titan

US

100.00

Equinor USA E&P Inc.

2018

 

HBP7)

3

 

Heidelberg

US

12.00

Anadarko U.S. Offshore LLC

2016

 

HBP7)

2

 

 

 

 

 

 

 

 

 

 

 

Africa

 

 

  

  

 

  

235

 

Block 17

Angola

23.33

Total E&P Angola Block 17

2001

 

2022-3410)

97

 

In Salah

Algeria

31.85

Sonatrach11)

2004

 

2027

39

 

 

 

 

 

BP Exploration (El Djazair) Limited

 

 

 

 

 

 

 

 

 

Equinor In Salah AS

 

 

 

 

 

Agbami

Nigeria

20.21

Star Deep Water Petroleum Limited

(an affiliate of Chevron in Nigeria)

2008

 

2024

36

 

Block 15

Angola

13.3312)

Esso Exploration Angola Block 15

2004

 

2026-3212)

29

 

In Amenas

Algeria

45.90

Sonatrach11)

2006

 

2027

16

 

 

 

 

 

BP Amoco Exploration (In Amenas) Limited

 

 

 

 

 

 

 

 

 

Equinor In Amenas AS

 

 

 

 

 

Block 31

Angola

13.33

BP Exploration Angola

2012

 

2031

10

 

Murzuq

Libya

10.00

Akakus Oil Operations

2003

 

2035

8

 

 

 

 

 

 

 

 

 

 

 

Field

Country

Equinor's equity interest in %

Operator 

On stream 

 

Licence expiry date

Average daily equity production in 2019 mboe/day

 
 
 

 

 

 

 

 

 

 

 

 

 

Eurasia

 

 

 

 

 

 

73

 

ACG

Azerbaijan

7.27

BP Exploration (Caspian Sea) Limited

1997

 

2049

39

 

Corrib

Ireland

36.50

Vermilion Exploration and Production Ireland Limited

2015

 

2031

15

 

Kharyaga

Russia

30.00

Zarubezhneft-Production Kharyaga LLC

1999

 

2031

10

 

Utgard13)

UK

38.00

Equinor Energy AS

2019

 

HBP7)

5

 

Mariner

UK

65.11

Equinor UK Limited

2019

 

HBP7)

5

 

Barnacle14)

UK

44.34

Equinor UK Limited

2019

 

HBP7)

0

 

 

 

 

 

 

 

 

 

 

 

Total E&P International

 

 

 

835

 

 

 

 

 

 

 

 

 

 

 

Equity accounted production

 

 

 

 

 

 

 

 

North Komsomolskoye

Russia

33.33

SevKomNeftegaz LLC

2018

 

2112

4

 

 

 

 

 

 

 

 

 

 

 

Total E&P International including share of equity accounted production

 

 

839

 

 

 

 

 

 

 

 

 

 

 

1)

Equinor’s actual equity interest varies depending on wells and area.

 

2)

On 6 December 2019 Equinor completed the divestment of its 63% interest in, and operatorship of, Eagle Ford to Repsol.

 

3)

Appalachian basin contains Marcellus and Utica formations.

 

4)

Operators are Equinor USA Onshore Properties Inc, Chesapeake Operating INC., Southwestern Energy, Alta Resources Development LLC, Chief Oil & Gas LLC and several other operators.

 

5)

Operators are Equinor Energy LP, Continental Resources INC, Oasis Petroleum North America LLC, Hess Corporation, EOG Resources INC and several other operators.

 

6)

Operators are Equinor Texas Onshore Properties LLC and several other operators.

 

7)

Held by Production (HBP): A company’s right to own and operate an oil and gas lease beyond its original primary term.

 

8)

Licence BMC-7 expires in 2034, and licence BMC-47 related to the second phase of the development, expires in 2040.

 

9)

Equinor's equity interests are 5.0% in Hibernia and 9.26% in Hibernia Southern Extension.

 

10)

Licence expiry varies by field.

 

11)

The complete name for Sonatrach is Société nationale de transport et de commercialisation d’hydrocarbures.

 

12)

License extension to 2032 for all fields and change in ownership share to 12% was ratified on 27 January 2020 with effective date 1 October 2019.

 

13)

The Utgard field spans the boundary between the Norwegian and UK continental shelves. In this section we report only volumes pertaining to the Equinor 38% share in UKCS.

 

14)

Production started in December 2019. Equinor share of average daily equity production is only 0.21 mboe/day in 2019.

 

Equinor, Annual Report on Form 20-F 2019    39 


 

 

40   Equinor, Annual Report on Form 20-F 2019     


 

Americas

US – Offshore Gulf of Mexico

The Titan oil field is an Equinor-operated asset located in the Mississippi Canyon and is producing through a floating spar facility.

 

The Tahiti, Heidelberg, Caesar Tonga and Stampede oil fields are partner-operated assets located in the Green Canyon area. The Tahiti and Heidelberg oil fields are producing through floating spar facilities. On 12 August, Equinor completed the acquisition of an additional 22.45% non-operated interest in the Caesar Tonga deep water asset in the US Gulf of Mexico from Anadarko Petroleum Corporation, with an effective date of
1 January 2019.The
Caesar Tonga oil field is tied back to the Anadarko-operated Constitution spar host. The Stampede  oil field is producing through a tension-leg platform with downhole gas lift.

 

The Jack, St. Malo, Julia and Big Foot oil fields are partner-operated assets located in the Walker Ridge area. The Jack, St. Malo and Julia oil fields are subsea tie-backs to the Chevron-operated Walker Ridge regional host facility. In August 2019, Equinor agreed to participate in a Paleogene water injection project which is expected to increase the estimated ultimate recovery factor in St Malo. The Big Foot oil field is producing through a dry tree tension-leg platform with a drilling rig.

 

US – Onshore

Since its entry into US shale in 2008, Equinor has continued to optimise its portfolio through acreage acquisitions and divestments. On 6 December 2019, Equinor closed a transaction to divest its entire ownership interest in the Eagle Ford shale play. With this transaction, Equinor aims to high-grade its US onshore portfolio.

 

Equinor has an ownership interest in the Marcellus shale gas play, located in the Appalachian region in north east US. The position is mostly partner-operated through Chesapeake Energy Corporation in Pennsylvania and Southwestern Energy in West Virginia and southern Pennsylvania. Since 2012, Equinor has also been an operator in the Appalachian region in the state of Ohio, developing Marcellus and Utica formations.

 

Equinor has an ownership interest in the Bakken tight oil play, developing the Bakken and Three Forks formations. The majority of Equinor’s acreage position in the Bakken shale is operated by Equinor with an average working interest of approximately 70%.

 

In addition to the operated oil and gas producing assets, Equinor participates in gathering and facilities for initial processing of oil and gas in the Bakken 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 Equinor’s upstream production.

 

Brazil

The Peregrino field is an Equinor-operated heavy oil asset, located in the offshore Campos basin. The oil is produced from two wellhead platforms with drilling capability, processed on the FPSO Peregrino and offloaded to shuttle tankers.

 

Production from Peregrino started in 2011. As part of the second phase of the Peregrino field development, a third wellhead platform was constructed and installation activities are being conducted, which are expected to be completed by the end of 2020, extending the field life.

 

Equinor has interests in the Roncador field, which is operated by Petrobras, located in the offshore Campos basin. The field has been in production since 1999. The hydrocarbon is produced from two semi-submersibles and two FPSOs. The oil is offloaded to shuttle tankers, and the gas is drained out through pipelines to shore.

 

Canada    

Equinor 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.

 

Africa

Angola

The deep-water blocks 17, 15 and 31 contributed 24% of Equinor’s equity liquid production outside Norway in 2019. 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. New projects on Dalia, CLOV and Pazflor are being developed to stem decline. In December 2019, the production sharing agreement was extended to 2045 by partnership and the regulator, pending ratification. As part of the extension agreement, the national oil company Sonangol will obtain a 5% interest in the block from 2020 and an additional 5% interest from 2036.

 

Equinor, Annual Report on Form 20-F 2019    41 


 

Block 15 has production from four FPSOs: Kizomba A, Kizomba B, Kizomba C-Mondo, and Kizomba C-Saxi Batuque. In 2019, the production sharing agreement was extended to 2032, and ratified on 27 January 2020 with effective date 1 October 2019. As part of the extension agreement, the national oil company Sonangol will obtain a 10% interest in the block.

 

Block 31 has production from one FPSO producing from the PSVM fields.

 

The FPSOs serve as production hubs and each receives oil from more than one field through multiple wells.

  

Nigeria

Equinor has a 20.2% interest in the Agbami deep water field, which is governed by PSA and 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. Equinor has a 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 24 Other commitments, contingent liabilities and contingent assets to the Consolidated financial statements.

 

On 4 November 2019 the president of Nigeria introduced a new fiscal bill where Royalty would form part of the government take in the petroleum sector. The law passed the houses and was signed into law in January 2020 with retroactive application to
4 November2019. The royalty is paid in kind.

 

Algeria

The In Salah is an onshore gas development. The Northern fields have been operating since 2004. The Southern fields have been operating since 2016 and are tied back into the Northern fields existing facilities.

  

The In Amenas is an  onshore 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. In 2017, Equinor and its partners secured a licence extension of five years beyond 2022.

 

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

 

 

A GROUP OF PEOPLE STANDING IN FRONT OF A BUILDING

DESCRIPTION AUTOMATICALLY GENERATED

 

In Amenas, Algeria.

 

 

Eurasia

Azerbaijan

42   Equinor, Annual Report on Form 20-F 2019     


 

Equinor has a 7.27% interest in Azeri-Chirag-Gunashli (ACG) oil field offshore Azerbaijan. The crude oil is sent to Sangachal Terminal, where it is processed prior to export. Equinor holds 8.71 % in this pipeline. The development of Azeri Central East (ACE) platform in ACG field in Caspian Sea was sanctioned by the partners in April 2019. The new platform is expected to come on stream in 2023.

 

Ireland and Russia

Equinor has interest share in the Corrib gas field off Ireland’s northwest coast, and in the Kharyaga oil field onshore in the Timan-Pechora basin in northwestern Russia. The Kharyaga field is governed by a PSA.

 

United Kingdom

Mariner is an Equinor-operated heavy oil field in the North Sea, some 150 km east of Shetland, UK. The field includes a production, drilling and living quarter platform based on a steel jacket. Oil is exported by offshore loading from a floating storage unit. Production from the field started in August 2019, and Equinor holds 65.11% interest in the field.

 

Utgard is an Equinor-operated gas and condensate field, which spans the boundary between the Norwegian and UK continental shelves. Equinor has 38.44% interest in the Norwegian sector and 38% in the UK sector. Production from the field started in September 2019 and it is remotely operated from the Norwegian Sleipner field. For more information, please see section 2.3 Exploration and Production Norway.

 

Barnacle is an Equinor-operated oil field in the North Sea, some 2 km from the boundary between the Norwegian and UK continental shelves. Barnacle is part of a cross-border strategy to maximise Equinor’s competitive position across the North Sea and delivers value on both sides of the median line by unlocking otherwise stranded resources in the UK. Production from the field started in December 2019. Equinor holds 44.34% interest in the field.

 

 

International exploration

Equinor has increased exploration activity outside Norway compared with 2018 and drilled offshore wells in the US Gulf of Mexico, UK and Brazil in addition to onshore exploration wells in Argentina, Turkey, US and Russia. Continued focus on access has strengthened the exploration portfolio further.

 

Brazil is one of Equinor’s core exploration areas. In 2019 Equinor and partners completed two wells, and Equinor intends to increase this activity in 2020.

 

Equinor was awarded seven offshore exploration blocks, five as operator, in the 1st Offshore Licensing Round in Argentina. Equinor and Yacimientos Petroliferos Fiscales S.A. (YPF) also signed an agreement to jointly explore the CAN 100 offshore block, located in the northern Argentina Basin.

 

In the 31st Offshore licensing round on the UK continental shelf Equinor was awarded five licenses, four as operator and one as partner. These awards in the frontier licensing round enable us to add new opportunities to our exploration portfolio in a prolific basin, in line with our strategy.

 

Equinor was awarded new exploration acreage in the North Carnarvon Basin offshore western Australia as operator and thereby expanded our position with an exploration opportunity in a proven basin.

Equinor signed an agreement with Southwind Oil & Gas LLC, a subsidiary of Marathon Oil Company, to acquire a 25 % share across Southwind’s onshore Louisiana in Austin Chalk in US.

Equinor was awarded 26 leases in US Gulf of Mexico in 2019 and is strengthening its position in the area.

Equinor participates with 49% in a project exploring the cherty limestone Domanik formation near Samara in Russia. Three pilot wells have been drilled and two of them production tested. Additional wells will be needed to conclude on commerciality.

Equinor and its partners completed 16 exploratory wells and made seven commercial and two non-commercial discoveries internationally.

 

Exploratory wells drilled1)

 

 

 

 

 

 

 

 

  For the year ended 31 December

2019

2018

2017

 

 

 

 

Americas

 

 

 

Equinor operated

3

1

2

Partner operated

4

4

4

Africa

 

 

 

Equinor operated

0

1

0

Partner operated

0

0

0

Other regions

 

 

 

Equinor operated

5

0

4

Partner operated

4

0

1

Total (gross)

16

6

11

 

 

 

 

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

 

 

 

 

Equinor, Annual Report on Form 20-F 2019    43 


 

Fields under development internationally[8] 

Americas

US – Offshore Gulf of Mexico

Vito development project (Equinor 36.89%, operated by Shell) is a Miocene oil discovery located  in the Mississippi Canyon area. The development project consists of a light-weight semi-submersible platform with a single eight-well subsea manifold. The wells will have an approximate depth of 10,000 meters and will have downhole gas lift to assist production. The project was sanctioned for development in April 2018. Production is expected to start in second half of 2021.

Brazil

Peregrino phase 2 (Equinor 60%, operator) will develop the southwestern area of the Peregrino oil field in the Campos basin, 85 km off the coast of the state of Rio de Janeiro. Peregrino phase 1 was brought on stream in 2011, and the second phase of the development will prolong the field’s productive life. The licence period extends until 2040. Fifteen oil producers and seven water injectors will be drilled in the new area from a third wellhead platform, to be tied back to the existing floating production, storage and offloading vessel. The construction of the third Peregrino wellhead platform modules was completed during the autumn, and the field installation started in December.

 

The Peregrino field development in the prolific Campos basin is Equinor's largest international endeavour as an operator.  In mid-January 2020, the third Peregrino wellhead platform was in place at the field after installation by Sleipnir, the largest crane vessel in the world. The floatel Olympia  has connected to the platform, and in total 880 individuals will work offshore to prepare the platform for operations later this year. Once on stream, Peregrino C will provide 350 offshore and onshore jobs in Brazil.

 

Production is expected to start in late 2020.

 

Eurasia

Russia
North Komsomolskoye (Equinor 33.33%, operated by SevKomNeftegaz) is a complex viscous oil field in Western Siberia, Russia. In December 2018, Equinor Russia AS acquired shares in the JV company SevKomNeftegaz LLC which is the operator and holds the licence. Test production has been carried out during 2018 and 2019 to improve reservoir understanding and determine the potential for development. The decision for the first stage of full field development was taken at the end of 2019 and the asset is moving into project execution phase.

 

For information about risks related to activity in Russia see section 2.11 Risk review under “Risks related to our business”.  



Discoveries with potential development

Americas

US – Offshore Gulf of Mexico
North Platte (Equinor 40%, operated by Total) is a Paleogene oil discovery in the Garden Banks area. It has been fully appraised since its discovery with three drilled wells and three sidetracks.


[8] Recently, there has been considerable uncertainty created by the Covid-19 pandemic as well as the changing dynamics among Opec+ members. We are unable to predict the impact of these events.

44   Equinor, Annual Report on Form 20-F 2019     


 

 

Brazil

Bacalhau (formerly Carcará) (Equinor 40%, operator) oil and gas discovery straddles BM-S-8  and Bacalhau North in the Santos basin, 185 km off the coast of the state of São Paulo in Brazil.

 

Bacalhau phase 1 is maturing towards an investment decision, and a two-phase development of Bacalhau is being assessed to fully exploit the value potential.

 

BM-C-33 (Equinor 35%, operator) includes the oil and gas discoveries Pão de Açúcar, Gávea and  Seat in the southwestern part of the Campos basin, off the coast of the state of Rio de Janeiro, Brazil. The project is maturing towards concept selection. A partial gas injection and rich gas export is being assessed.

Canada

Bay du Nord (Equinor 58.5%, operator) is an oil field in the Flemish pass basin which was discovered by Equinor in 2013. The field is some 500 km northeast of St. John’s in Newfoundland and Labrador, Canada. Drawing upon the experience from the Johan Castberg development in Norway, Equinor is considering developing both the Bay du Nord and nearby Baccalieu satellite field using an FPSO and a subsea tie-back concept.

 

Africa

Tanzania

Block 2  (Equinor 65%, operator). Equinor made several large gas discoveries in Block 2 in the Indian Ocean, off southern Tanzania, during 2012-2015. A suitable legal, commercial and fiscal framework for developing the discoveries with an onshore LNG solution is currently being discussed with the Government of Tanzania. The exploration license expired in June 2018 but based on formal communications from the applicable Tanzanian authorities, the block continues to be in operation while the Government process for granting a new exploration license for the block is ongoing. See also note 11 Intangible assets to the Consolidated financial statements.

 

 

Eurasia

Azerbaijan
Karabagh (Equinor 50%, appraisal well operated by Equinor). In May 2018, Equinor and the Azerbaijani state oil company Socar signed a risk service agreement related to the appraisal and development of the Karabagh oil field through a joint operating agreement. The field is located 120 kilometres east of Baku.

 

United Kingdom
Rosebank (Equinor 40%, operator) oil and gas field, some
130 km northwest of the Shetland Islands, is the largest known undeveloped resource on the UK continental shelf. In January 2019, Equinor completed the acquisition of Chevron’s 40% interest in and assumed operatorship of Rosebank. A 3-year extension for the Rosebank licences was awarded by the UK Oil and Gas Authority in May 2019.


 



Equinor, Annual Report on Form 20-F 2019    45 


 

A LARGE FARM FIELD

DESCRIPTION AUTOMATICALLY GENERATED

 

Appalachian Basin Operations, Ohio, US

46   Equinor, Annual Report on Form 20-F 2019     


 

2.5

Marketing, Midstream & Processing (MMP)

 

 

 

Overview

The Marketing, Midstream & Processing reporting segment is responsible for the marketing, trading, processing and transportation of crude oil and condensate, natural gas, NGL and refined products, including the operation of the Equinor-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 Equinor 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 markets, trades and transports approximately 50% of all Norwegian liquids export, including Equinor equity, the Norwegian State’s direct financial interest (SDFI) equity production of crude oil and NGL, and third-party volumes. MMP is also responsible for the marketing, trading and transportation of Equinor’s and SDFI’s gas together with third-party gas. This represents approximately 70% of all Norwegian gas exports. For more information, see note 2 Significant accounting policies to the Consolidated financial statements for Transactions with the Norwegian State, and section 2.7 Corporate, Applicable laws and regulations for the Norwegian State’s participation and SDFI oil and gas marketing and sale.

 

A GROUP OF PEOPLE STANDING NEXT TO A BODY OF WATER

DESCRIPTION AUTOMATICALLY GENERATED  

 

Melkøya in Hammerfest, Norway.

 

 

Key events in 2019 and early 2020:

  

·        Danske Commodities, a wholly-owned subsidiary of Equinor from 1 February 2019. During 2019 integration has gone well and activities related to power purchase agreements, sourcing power to plants and manage gas storage positions have been transferred from Equinor to Danske Commodities.

·        Hurricane Dorian hit our terminal on the Grand Bahamas Island in September, and this has resulted in substantial clean-up cost and the terminal has been out of operation.

·        MMP to drive Equinor’s low carbon solutions business from February 2020.

·        Turnaround at Mongstad  refinery was prolonged due to replacement of cracker unit.

 

Marketing and trading of gas, LNG and power

MMP is responsible for the sale of Equinor’s and SDFI’s (Norwegian State’s direct financial interest) gas. Equinor’s gas marketing and trading business is conducted from Norway and from the offices in Belgium, the UK, Germany and the US. In February 2019 Equinor completed the acquisition of Danske Commodities (DC), a trading company for power and gas. DC is primarily active in Europe but also has minor power activities in US and Australia.

 

Europe

The major export markets for natural gas from the Norwegian continental shelf (NCS) are the UK, Germany, France, the Netherlands, Italy, Belgium and Spain. LNG from the Snøhvit field, combined with third-party LNG cargoes, allows Equinor to reach the global gas

Equinor, Annual Report on Form 20-F 2019    47 


 

markets. The gas is sold to counterparties through bilateral sales agreements and over the trading desk. Some of Equinor’s long-term gas contracts have price review mechanisms which can be triggered by the parties.

 

For the ongoing price reviews, Equinor provides in its financial statements for probable liabilities based on Equinor’s best judgement. For further information, see note 24 Other commitments and contingencies to the Consolidated financial statements.

 

Equinor is active on both the physical and exchange markets such as the Intercontinental Exchange (ICE). Equinor expects to continue to optimise the value of the gas volumes through a mix of bilateral contracts and trading via its production and transportation systems and downstream assets. MMP receives a marketing fee from DPN for the gas sold on behalf of the company.

  

DC is active on both the physical and exchange markets for both gas and power as a separate entity. Following the acquisition all trading and optimization of power in Equinor is performed by DC.

 

US 

Equinor Natural Gas LLC (ENG), 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. ENG 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 into Canada to the greater Toronto area.

 

In addition, ENG has long-term capacity contracts at the Cove Point LNG re-gasification terminal, that enable sourcing of LNG from the Snøhvit LNG facility in Norway. However, although global gas prices have fallen significantly, they are still at a premium compared to US prices. As a consequence, nearly all of Equinor's LNG cargoes have been diverted away from the US and delivered into the higher priced markets mainly in Europe.

 

Marketing and trading of liquids

MMP is responsible for the sale of Equinor’s and SDFI’s crude oil and NGL, in addition to the operation and 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 Equinor is Northwest Europe.

 

MMP also markets the equity volumes from the E&P International assets located in the US, Brazil, Angola, Nigeria, Algeria, Azerbaijan and the UK, as well as third-party volumes. The value is maximised through marketing, physical and financial trading and through the optimisation of owned and leased capacity such as refineries, processing, terminals, storages, pipelines, railcars and vessels.

 

Manufacturing

Equinor owns and operates the Mongstad refinery in Norway, including a combined heat and power plant (CHP). 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 via Mongstad Terminal DA linked to offshore fields through three crude oil pipelines, a pipeline for NGL’s connecting Kollsnes and Sture (the Vestprosess pipeline) and to Kollsnes by a gas pipeline. The CHP produces heat and power from gas received from Kollsnes and from the refinery. It has capacity of generating approximately 280 megawatts of electric power and 350 megawatts of process heat. Equinor has decided to cease the operation and redesign a part of the CHP to a new heater for process heat planned to be operational in 2020. The CHP will continue operation until the new heater comes into service.

 

Equinor has an ownership interest in Vestprosess (34%), which transports and processes NGL and condensate. The operatorship of Vestprosess was transferred to Gassco as of
1 January 2018, with Equinor as the technical service provider.

 

Equinor owns and is the 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.

 

Equinor has an ownership interest in the methanol plant at Tjeldbergodden (82 %). The plant receives natural gas from fields in the Norwegian Sea through the Haltenpipe pipeline. In addition, Equinor holds an ownership interest in the air separation unit Tjeldbergodden Luftgassfabrikk DA (50.9%).

 

The following table shows the operating statistics for the plants at Mongstad, Kalundborg and Tjeldbergodden. The lower throughput in 2019 was mainly influenced by higher unplanned shut down for Mongstad compared to 2018. Reduced on-stream factor and utilization rate compared to 2018 are influenced by increased unplanned shutdown for Mongstad and Tjeldbergodden. In addition, Mongstad had four planned shutdowns, Kalundborg had two and Tjeldbergodden had one planned shutdown in 2019.

 

 

Throughput1)

Distillation capacity2)

On stream factor %3)

Utilisation rate %4)

Refinery

2019

2018

2017

2019

2018

2017

2019

2018

2017

2019

2018

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mongstad

10.5

11.5

12.0

9.3

9.3

9.3

79.0

95.3

97.5

87.7

93.8

94.7

Kalundborg

5.0

5.3

5.5

5.4

5.4

5.4

98.0

94.1

99.7

85.4

90.3

90.4

Tjeldbergodden

0.9

0.8

0.9

1.0

1.0

1.0

93.9

94.3

99.4

93.9

94.3

99.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1)

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

Throughput may be higher than the distillation capacity for the plants because the volumes of fuel oil etc. 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 (per stream day).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

48   Equinor, Annual Report on Form 20-F 2019     


 

Terminals and storage

Equinor operates the Mongstad crude oil terminal (Equinor 65%). The 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.

 

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

 

Equinor operates the South Riding Point Terminal (SRP), which is located on the 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. In September 2019 SRP was struck by Hurricane Dorian causing damage to the facility and an oil spill on land. Extensive clean-up at and around the terminal has been undertaken and will continue in 2020.  Technical assessment of the terminal will be undertaken to clarify options for the restoration of the terminal.

 

Equinor UK holds an interest in the Aldbrough Gas Storage (Equinor 33.3%) in the UK, which is operated by SSE Hornsea Ltd.

 

Equinor Deutschland Storage GmbH holds an interest in the Etzel Gas Lager (Equinor 23.7%) in the northern part of Germany which has a total of 19 caverns and secures the regularity for gas deliveries from the NCS.

 

Pipelines

Equinor is a significant shipper in the NCS gas pipeline system. Most of the gas pipelines on the NCS that are accessed by third-party customers are owned by a single joint venture, Gassled (Equinor 5%), 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. See Gas sales and transportation from the NCS in section 2.7 Corporate for further information.

 

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

 

In addition, MMP manages Equinor’s ownership in the following pipelines in the Norwegian oil and gas transportation system: The Grane oil pipeline (Equinor 23.5%), the Kvitebjørn oil pipeline (Equinor 39.6%), the Troll oil pipeline I and II (Equinor 30.6%), the Edvard Grieg oil pipeline (Equinor 16.6%), the Utsira High gas pipeline (Equinor 24.9%), the Valemon rich gas pipeline (Equinor 66.8 %), the Haltenpipe pipeline (Equinor 19.1%), Norpipe gas pipeline (Equinor 5%) and Mongstad gas pipeline (Equinor 30.6%). 

 

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

 

The Polarled pipeline (Equinor 37.1%), operated by Gassco, connects fields in the Norwegian Sea with the Nyhamna gas processing plant.

 

The Johan Sverdrup pipelines (owned by the Johan Sverdrup license partners) for export of oil and gas from Johan Sverdrup, were installed in autumn 2018 and set in operation at Johan Sverdrup production starting 5 October 2019. The crude oil is exported from Johan Sverdrup to the Mongstad terminal through a 283 km, 36-inch pipeline. The gas is transported to the gas processing facility at Kårstø through a 156 km long, 18-inch pipeline with a subsea connection to the Statpipe pipeline.

Equinor, Annual Report on Form 20-F 2019    49 


 

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. In addition, the Other reporting segment includes IFRS 16 leases. All lease contracts are presented within the Other segment. For more information on the impact of IFRS 16 on the segment reporting, see note 23 Implementation of IFRS 16 leases to the Consolidated financial statements.

 

 

 

New Energy Solutions (NES)

The New Energy Solutions business area reflects Equinor’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 2019.

 

In 2019, Equinor participated in offshore wind and solar assets with a total capacity of 1.3 gigawatts, of which 0.75 gigawatts are operated by Equinor. Equinor equity generation capacity is 0.5 gigawatts. The equity renewable power production in 2019 was 1.8 terawatt hours.

 

 

A PERSON STANDING NEXT TO A BODY OF WATER

DESCRIPTION AUTOMATICALLY GENERATED

 

Hywind Scotland, Scotland.

 

 

 

 

 

Key events and portfolio developments in 2019 and early 2020:

50   Equinor, Annual Report on Form 20-F 2019     


 

·        Hywind Demo outside Karmøy was sold to Unitech AS, which became the new owner and operator on 1 February 2019

·        Equinor finalised the acquisition of the offshore wind lease OCS-A 0520 outside Massachusetts in first quarter 2019

·        In April 2019, the Arkona offshore windfarm operated by RWE was officially opened

·        Equinor signed contract with New York State Energy Research and Development Authority (NYSERDA) to deliver the 816 MW Empire Wind project  

·        Contracts to develop three large scale windfarms in the Dogger Bank area: Creyke Beck A, Creyke Beck B and Teesside A were awarded in September 2019

·        In October 2019, Equinor and the Snorre and Gullfaks licence partners submitted to the Norwegian Ministry of Petroleum and Energy the plans for development and operation of the Hywind Tampen offshore floating wind farm in the Tampen area of the North Sea

·        In November 2019 Equinor divested 25% interest in the Arkona offshore windfarm (AWE-Arkona-Windpark Entwicklunds-GMBH) to EIP Offshore Wind Germany I Holding GMBH

·        Equinor joined YPF Luz for the development of the Cañadón León wind project in Argentina

·        In March 2020, the Northern Lights carbon capture and storage project completed drilling a confirmation well for CO2 storage south of the Troll field in the North Sea.

·        Awarded Agreement for Lease with Crown Estate for doubling the capacity of the Sheringham  and Dudgeon  wind farms in the UK

Offshore wind

Assets in production 

The Sheringham Shoal offshore wind farm (Equinor 40%, operator) located off the coast of Norfolk, UK, has been in operation since September 2012. The wind farm is in full production with 88 turbines and an installed capacity of
317 megawatts (MW). The wind farm's annual production is approximately 1.1 terawatt hours (TWh).

 

The Dudgeon offshore wind farm (Equinor 35%, operator) lies in the Greater Wash area off the English east coast, a short distance from Sheringham Shoal. The wind farm has been in operation since November 2017, with an annual production of approximately 1.7 TWh from 67 turbines.

 

The Hywind Scotland wind farm (Equinor 75%, operator) is a floating wind pilot farm using the Hywind concept, developed and owned by Equinor. The wind farm is placed at Buchan Deep, approximately 25 km off Peterhead on the east coast of Scotland, UK. Equinor completed the project during 2017 and has installed five 6 MW turbines. Production is around 0.14 TWh per year.

 

The Arkona  offshore wind farm (Equinor 25%, operated by RWE) is located in the German part of the Baltic Sea, while the operations and maintenance base is in Port Mukran on the island of Rügen in Mecklenburg-Vorpommern. First power from Arkona was supplied to the grid in September 2018, and all 60 turbines have been generating power since November 2018. The wind farm has a capacity of 385 MW and has been in full operation from early 2019. The wind farm's annual production is approximately 1.6 TWh. Following the divestment in November 2019 Equinor holds 25% interest.

Potential developments

The Dogger Bank wind farms (Equinor 50%, joint operatorship with SSE) are three proposed 1200 MW offshore wind farms, Creyke Beck A and B and Teeside A, located 130 km off the coast of Yorkshire, UK. In September 2019 all three projects were awarded a Contract for Difference (CfD), a government financial support mechanism providing the projects a long-term predictable revenue stream This will be the world’s biggest offshore wind farm development with a total installed capacity of 3600 MW.

 

In 2018 Equinor and partners applied for an Agreement for Lease to double the capacity of Dudgeon (Equinor 35%, operator) and Sheringham Shoal (Equinor 40%, operator) wind farms offshore Norfolk in the UK. Both extension projects have secured a grid connection to the existing grid at Norwich Main substation in Norfolk and have been awarded an Agreement for Lease by the Crown Estate. The max total capacity for the combined projects will be 719 MW.

 

During 2019, Equinor closed the agreements with Polenergia to acquire a 50% interest in three offshore wind development projects in Poland, Bałtyk I, II and III. The wind farm areas are in the Baltic Sea approximately 80, 27 and 40 kilometres from shore with water depths of 20-40 meters. The three projects have a potential capacity of more than 2500 MW and are in the concept development stage.

 

Equinor was awarded a 816 MW offshore wind project connecting to the state of New York in 2019 through a long-term contract with the New York State Energy Research and Development Authority (NYSERDA) for offshore wind renewable energy certificates (ORECs). The project has been named Empire Wind and is planned to be in operation late 2024. The total lease area is 321 km2, large enough to support one or more offshore wind developments with a total capacity of up to 2000 MW. The lease is approximately 20 km off the south shore of Long Island, New York.

 

Equinor, Annual Report on Form 20-F 2019    51 


 

Early 2019, Equinor paid the winning bid of USD 135 million for lease OCS-A 0520 outside Massachusetts in the US federal wind lease sale. The lease is located 65 km south of Cape Cod and 110 km east of Long Island, New York. It spans over 521 km2 and is large enough to support one or more windfarms with a total capacity of above 2000 MW. The Massachusetts acreage strengthens Equinor’s strategic position in the north-eastern US.

 

From 2020 Equinor expects annual gross capital investments the range of USD 0.5 billion to USD 1 billion. In the years of 2022 and 2023 gross capital investments are expected between
USD 2 billion and USD 3 billion per year. Most of the investment is expected to go into offshore wind projects like Dogger Bank and Empire Wind.

 

 

Onshore renewables

The Apodi  solar plant (Equinor 43.75%, operated by Scatec Solar) is located in the municipality of Quixeré, Ceará State in Brazil. The plant, with an installed capacity of 162 MW, started commercial operations in November 2018 and is expected to provide about 0.34 TWh of solar power per year.

 

Equinor holds a 50% interest in the Guanizul  2A  solar project in Argentina. The plant will be operated by Scatec Solar and situated in the San Juan region of Argentina. The plant is expected to be in operation in the first half of 2020 and will have an installed capacity of 117 MW.

 

In August 2019, Equinor and YPF Luz entered an agreement where a subsidiary of Equinor will subscribe to shares in Luz del León. Luz del León is the company in charge of the Cañadón León wind farm project, currently under construction, located in the province of Santa Cruz in Argentina. The closing of the transaction is expected in first half of 2020.

 

In December 2019, Equinor has acquired additional 6,500,000 shares in Scatec Solar ASA, corresponding to 5.2 percent of the shares and votes, at a total purchase price of NOK 754 million.  Together Equinor now owns 15.2% of the shareholding in this entity an integrated independent solar power producer, with an asset portfolio of 1.9 gigawatt (GW) in operation and under construction

 

Carbon Capture and Storage

Since 1996, Equinor has proven experience in carbon capture and storage (CCS) from the offshore oil and gas business and has continued to develop competence through research engagement at Technology Centre Mongstad, the world’s largest facility for testing and improving CO2 capture. Equinor will seek to deploy its competence and experience in other CCS projects, both to reduce carbon dioxide emissions from several sources and to drive new opportunities, including enhanced oil recovery possibilities and carbon neutral value chains based on hydrogen.

 

Northern Lights (Equinor 33.33%, operator): Equinor is, together with Shell and Total, developing infrastructure for transport and storage on the NCS of CO2 from various onshore industries. The solution being considered will have an initial storage capacity of around 1.5 million tons CO2 per year, scalable to around 5 million tons CO2 per year.

 

 

Capture and storage of CO2 can contribute to reaching the climate goal of the Paris agreement, and the project is part of the Norwegian authorities’ plans for full-scale carbon capture, transport and storage demonstration in Norway.

 

In March 2020, Northern Lights completed drilling a confirmation well for CO2 storage south of the Troll field in the North Sea. At 2500 metres below the seabed, the well is considered being used for injection and storage of CO₂. To stimulate the development of future carbon capture and storage projects, Equinor and its partners have decided to share the well data freely with external parties.

 

From February 2020 Carbon Capture and Storage activity will be handled in the MMP segment.

 

Equinor Energy Ventures Fund

The Equinor Energy Ventures fund, dedicated to invest in attractive and ambitious growth companies in low carbon and new energy solutions, has been operating since February 2016. More than two-third of the original USD 200 million has been committed. The fund currently holds thirteen direct investments across different segments and is a limited partner to three financial venture capital funds on two different continents.  

 

 

52   Equinor, Annual Report on Form 20-F 2019     


 

Global Strategy & Business Development (GSB)

The Global Strategy and Business Development (GSB) business area is Equinor’s functional centre for strategy and business development. GSB is responsible for Equinor’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. Equinor's strategy forms the basis for guiding the company’s business development focus.

 

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

 

Technology, projects and drilling (TPD)

The Technology, projects and drilling business area is responsible for field development, well deliveries, technology development and procurement in Equinor.

 

Research and technology  is responsible for research, development and implementation of new technologies to meet Equinor’s business needs, and for providing specialist technology advisory services to Equinor’s operating assets within selected areas.

Project development  is responsible for planning, developing and executing major field development, brownfield and field decommissioning projects where Equinor is the operator.

 

Drilling and well  is responsible for designing wells and delivering drilling and well operations onshore and offshore globally (except for US onshore).

 

Procurement and supplier relations  is responsible for our global procurement activities and the management of supplier relations with our extensive portfolio of suppliers.

 

The following tables displays major projects operated by Equinor, as well as projects operated by Equinor’s licence partners. More information about ongoing projects is provided in the E&P Norway, E&P International, MMP and NES sections. In our world-class portfolio, an additional 30-35 projects are in the early phase, maturing towards sanction.

 

Completed projects

 

 

 

Project startups and completions 2019

Equinor's interest

Operator

Area

Type

Mariner

65.11%

Equinor UK Ltd

North Sea

Oil

Johan Sverdrup phase 1

42.63%

Equinor Energy AS

North Sea

Oil and associated gas

Utgard Norwegian sector

38.44%

Equinor Energy AS

North Sea

Gas and condensate

Utgard UK sector

38.00%

Equinor Energy AS

North Sea

Gas and condensate

Trestakk

59.10%

Equinor Energy AS

Norwegian Sea

Oil and associated gas

Arkona offshore wind farm

25.00%

RWE Renewables International GmbH

Baltic sea, off Germany

Wind

Snefrid North

51.00%

Equinor Energy AS

Norwegian Sea

Gas

Huldra decommissioning

19.87%

Equinor Energy AS

North Sea

Field decommissioning

Barnacle, tie-in to Statfjord B

44.34%

Equinor UK Ltd

North Sea

Oil and gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Projects under development

 

 

 

 

Ongoing projects with expected startups and completions 2020-20243)

Equinor's interest

Operator

Area

Type

 

 

 

 

 

 

 

Gullfaks Shetland / Lista phase 2

51.00%

Equinor Energy AS

North Sea

Oil

 

Guanizul 2A solar power project1)

50.00%

Scatec Solar Argentina B.V.

San Juan, Argentina

Solar

 

St. Malo waterflood project2)

21.50%

Union Oil Company of California

Gulf of Mexico

Oil

 

Vigdis boosting station

41.50%

Equinor Energy AS

North Sea

Oil

 

Gudrun phase 2

36.00%

Equinor Energy AS

North Sea

Oil and gas

 

Martin Linge

70.00%

Equinor Energy AS

North Sea

Oil and gas

 

Njord future

27.50%

Equinor Energy AS

Norwegian Sea

Oil

 

Peregrino phase 2

60.00%

Equinor Brasil Energia Ltd

Campos basin, off Brazil

Oil

 

Bauge, tie-in to Njord A

42.50%

Equinor Energy AS

Norwegian Sea

Oil and gas

 

Askeladd, tie-in to Snøhvit

36.79%

Equinor Energy AS

Barents Sea

Gas and condensate

 

Ærfugl

36.17%

Aker BP ASA

Norwegian Sea

Gas and condensate

 

Zinia phase 2, block 17 satellite

23.33%

Total E&P Angola Block 17

Congo basin, off Angola

Oil

 

CLOV phase 2, block 17 satellite

23.33%

Total E&P Angola Block 17

Congo basin, off Angola

Oil

 

Dalia phase 3, block 17 satellite

23.33%

Total E&P Angola Block 17

Congo basin, off Angola

Oil

 

Snorre expansion

33.28%

Equinor Energy AS

North Sea

Oil

 

Troll phase 3

30.58%

Equinor Energy AS

North Sea

Gas and oil

 

Vito

36.89%

Shell Offshore Inc

Gulf of Mexico

Oil

 

Hywind Tampen, Snorre licence

33.28%

Equinor Energy AS

North Sea

Floating offshore wind

 

Hywind Tampen, Gullfaks licence

51.00%

Equinor Energy AS

North Sea

Floating offshore wind

 

Johan Castberg

50.00%

Equinor Energy AS

Barents Sea

Oil

 

Johan Sverdrup phase 2

42.63%

Equinor Energy AS

North Sea

Oil and associated gas

 

North Komsomolskoye

33.33%

SevKomNeftegaz LLC

West Siberia

Oil and gas

 

Ekofisk removal campaign 3

7.60%

ConocoPhillips Skandinavia AS

North Sea

Field decommissioning

 

Azeri Central East (Azeri Chirag Gunashli)

7.27%

BP Exploration (Caspian Sea) Ltd

Caspian Sea

Oil

 

 

 

 

 

 

 

1) Technical service provider is Scatec Equinor Solutions Argentina SA.

 

2) Union Oil Company of California is a Chevron subsidiary.

 

3) Recently, there has been considerable uncertainty created by the Covid-19 pandemic as well as the changing dynamics among Opec+ members. We are unable to predict the impact of these events.

 
 

 

 

 

 

 

 

Equinor, Annual Report on Form 20-F 2019    53 


 

 

Corporate staffs and support functions

Corporate staffs and support functions comprise the non-operating activities supporting Equinor, and include head office and central functions that provide business support such as finance and control, corporate communication, safety, audit, legal services and people and leadership.

 

 

 

 

 

 

 

 

 

 

 

 

54   Equinor, Annual Report on Form 20-F 2019     


 

2.7

Corporate

 

 

Applicable laws and regulations

Equinor operates in more than 30 countries and is exposed and committed to compliance with numerous laws and regulations globally.

This section gives a general description on the legal and regulatory framework in the various jurisdictions where Equinor operates and in particular in the countries of Equinor’s core activities. For further information about the jurisdictions in which Equinor operates, see sections 2.2 Business overview and 2.11 Risk review. Further, see chapter 3 Governance for information about the domicile and legal form of Equinor, including the current articles of association, information on listing on the Oslo Børs and New York Stock Exchange (NYSE) and corporate governance.

Regulatory framework for upstream oil and gas operations

Currently, Equinor is subject to two main regimes applicable to petroleum activities worldwide:

·        Corporate income tax regimes; and

·        Production sharing agreements (PSAs).

Equinor is also subject to a wide variety of health, safety and environmental (“HSE”) laws and regulations concerning its products, operations and activities. Relevant laws and regulations include jurisdiction specific laws and regulations, international regulations, conventions or treaties, as well as EU directives and regulations.

Concession regimes

Under a concession regime, companies are granted licences by the government to extract petroleum. This is similar to the Norwegian system described below. Typically, the licensees are offered to pre-qualified companies following bidding rounds. The criteria for the evaluation of bidding offers under these regimes can be the level of offered signature bonus (bid amount), minimum exploration programme, and local content. In exchange for those commitments, the successful bidder(s) receive a right to explore, develop and produce petroleum within a specified geographical area for a limited period of time. The terms of the licences are usually not negotiable. The fiscal regime may entitle the state to royalties, profit tax or special petroleum tax.

PSA regimes

PSAs are normally awarded to the contractor parties after bidding rounds announced by the government. Main bid parameters are a minimum exploration programme and signature bonuses, and allocation of profit oil and tax may also be a bid parameter.

Under a PSA, the host government typically retains the right to the hydrocarbons in place. The contractor receives a share of the production for services performed. Normally, the contractor carries the exploration and development costs and risk prior to a commercial discovery and is then entitled to recover those costs during the production phase. The remaining share of the production, the profit share, is split between the government and the contractor according to a mechanism set out in the PSA. The contractor is usually subject to income tax on its own share of the profit oil. Fiscal provisions in a PSA are to a large extent negotiable and are unique to each PSA.

Norway

The principal laws governing Equinor’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 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). Equinor’s business activities are subject to both the EFTA Convention and EU laws and regulations adopted pursuant to the EEA Agreement.

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.

Equinor, Annual Report on Form 20-F 2019    55 


 

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

·        The Norwegian State’s shareholding in Equinor is managed by the MPE. 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 Equinor 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 vote by the Norwegian State against an Equinor proposal to issue additional shares would prevent Equinor from raising additional capital in this manner and could adversely affect Equinor’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, chapter 3 Governance, and Major shareholders in section 5.1 Shareholder information

·        The Norwegian State exercises important regulatory powers over Equinor, as well as over other companies and corporations on the NCS. As part of its business, Equinor or the partnerships to which Equinor is a party, frequently need to apply for licences and other approvals from the Norwegian State. Although Equinor 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 Equinor’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 their 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. Equinor 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. 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 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 extended for a period specified at the time when the licence is awarded, typically
30 years.

The terms of the production licences are decided by the Ministry of Petroleum and Energy. Production licences are awarded to group of companies forming a joint venture at the MPE’s discretion. The members of the joint venture are jointly and severally liable to the Norwegian State for obligations arising from petroleum operations carried out under the licence. The MPE 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 set forth in 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 the tax treatment. 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 hold 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 the operators 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.

56   Equinor, Annual Report on Form 20-F 2019     


 

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 MPE makes a decision as to the disposal of the facilities.

For an overview of Equinor’s activities and shares in Equinor’s production licences on the NCS, see section 2.3 E&P Norway.

Gas sales and transportation from the NCS

Equinor markets gas from the NCS on its own behalf and on the Norwegian State’s behalf. Dry gas is mainly transported through the Norwegian gas transport system (Gassled) to customers in the UK and mainland Europe, while liquified natural gas is transported by vessels to worldwide destinations.

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 MPE. The tariffs are paid based on booked capacity rather than the volumes actually transported.

For further information, see section 2.5 MMP – Marketing, Midstream & Processing under Pipelines.

The Norwegian State's participation

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 Equinor also hold interests. Petoro AS, a company wholly owned by the Norwegian State, was formed in 2001 to manage the SDFI assets.

The Norwegian State has a coordinated ownership strategy aimed at maximising the aggregate value of its ownership interests in Equinor and the Norwegian State’s oil and gas. This is reflected in the owner’s instruction described below, which contains a general requirement that, in our activities on the NCS, we are required to take account of these ownership interests in decisions that may affect the execution of this marketing arrangement.

SDFI oil and gas marketing and sale

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

In an extraordinary shareholder meeting in 2001, the Norwegian State, as sole shareholder at the time, approved an instruction to Equinor setting out specific terms for the marketing and sale of the Norwegian State’s oil and gas (the Owner’s instruction).

Equinor is obliged under the Owner’s instruction to jointly market and sell the Norwegian State’s oil and gas as well as Equinor’s own oil and gas. The overall objective of the marketing arrangement is to obtain the highest possible total value for Equinor’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 Equinor.

The Norwegian State may at any time utilize its position as majority shareholder of Equinor to withdraw or amend the marketing instruction.

US

Petroleum activities in the US are extensively regulated by multiple agencies in the US federal government, and by tribal, state and local regulation. The US government directly regulates development of hydrocarbons on federal lands, in the US Gulf of Mexico, and in other offshore areas. Different federal agencies directly regulate portions of the industry, and other general regulations related to environmental, safety, and physical controls apply to all aspects of the industry. In addition to regulation by the US federal government, any activities on US tribal lands (indigenous persons’ semi-sovereign territory) are regulated by governments and agencies in those areas. Significantly for Equinor’s US onshore interests, each individual state has its own regulations of all aspects of hydrocarbon development within its borders. A recent trend also includes local municipalities adopting their own hydrocarbon regulations.

In the US, hydrocarbon interests are considered a private property right. In areas owned by the US government, that means that the government owns the minerals in its capacity as land owner. The federal government, and each tribal and state government, establishes the terms of its own leases, including the length of time of the lease, the royalty rate, and other terms. The vast majority of onshore minerals, including hydrocarbons, in every state in which Equinor has onshore interests, belong to private individuals.

In order to explore for or develop hydrocarbons, a company must enter into a lease agreement from the applicable governmental agency for federal, state or tribal land, and for private lands, from each owner of the minerals the company wishes to develop. In each

Equinor, Annual Report on Form 20-F 2019    57 


 

lease, the lessor retains a royalty interest in the production (if any) from the leased area. The lessee owns a working interest and has the right to explore and produce oil and gas. The lessee incurs all the costs and liabilities but will share only the portion of the revenue that is net of costs and expenses and not reserved to the lessor through its royalty interest.

Leases typically have a primary term for a specified number of years (from one to ten years) and a conditional secondary term that is tied to the production life of the properties. If oil and gas is being produced in paying quantities at the end of the primary term, or the operator satisfies other obligations specified in the agreement, the lease typically continues beyond the primary term (Held by Production). Leases typically involve paying the lessor both a signing bonus based on the number of leased acres and a royalty payment based on the production.

Each state has its own agencies that regulate the development, exploration, and production of oil and gas activities. These state agencies issue drilling permits and control pipeline transportation within state boundaries. The state agencies particularly relevant to Equinor’s US onshore activities include: (a) Railroad Commission of Texas; (b) Pennsylvania Department of Environmental Protection’s Office of Oil and Gas Management; (c) Ohio Department of Natural Resources, Division of Oil and Gas; (d) West Virginia Department of Environmental Protection; and (e) North Dakota Industrial Commission, Department of Mineral Resources, Oil and Gas Division. In addition, some state utility departments handle pipeline transportation within state boundaries, and each state also has its own department regulating environmental, health, and safety issues arising from oil and gas operations.

Brazil

In Brazil, licences are mainly awarded according to a concession regime or a production sharing regime (the latter specifically for areas within the pre-salt polygon area or strategic areas) by the Federal Government. All state-owned and private oil companies may participate in the bidding rounds provided they follow the bidding rules and meet the qualification criteria. The tender protocol issued for each bidding round contains the draft of the concession agreement or the production sharing agreement that the winners must adhere to without the possibility of negotiating its terms, i.e., all the agreements signed under a certain bidding round contain the same general provisions and only differ in the particular items presented in the offers. There is no restriction on foreign participation, provided that the foreign investor incorporates a company under the Brazilian law for signing the agreement and complies with the requirements established by the National Agency of Oil, Natural Gas and Biofuels (ANP).

The current criteria for the evaluation of bidding offers under the concession regime are: (a) signature bonus; and (b) minimum exploration programme. However, in past bidding rounds the participants also had to offer a local content percentage as a firm commitment. Companies can bid individually or in consortium always observing the qualification criteria for operator and non-operators.

The concession agreements are signed by ANP on behalf of the Federal Government. Generally, concessions are granted for the total period of 35 years and typically the exploration phase lasts from two to eight years, while the production phase may last 27 years from the declaration of commerciality. Concessionaires are entitled to request the extension of each of these phases, subject to ANP approval.

In bidding rounds involving the production sharing regime, the law grants to the Brazilian mixed company Petroleo Brasileiro S.A. - Petrobras a right of preference to be the sole operator in the pre-salt fields with a minimum 30% of participating interest. If this right is exercised, Petrobras may still participate in the bidding round and present offers for the remaining 70% under the same conditions applicable to other participants. Likewise, in the concession bidding rounds, companies may bid individually or together with other companies. The winners are required to form a consortium with Pre-Sal Petroleo S.A. (PPSA), a Brazilian state-owned company, which is responsible for managing the production sharing agreement and selling the production allocated to the Government under the profit oil. PPSA also holds the role of chairperson of the operating committee, with 50% of the votes, in addition to certain veto rights and casting vote.

The current criteria for the evaluation of bidding offers under the production sharing regime is the offered percentage of profit oil. The winner will be the company which offers the highest percentage to the government in accordance with the technical and economic parameters established for each block in the tender documents under a certain bidding round.

Production sharing contracts are signed by the Ministry of Mines and Energy on behalf of the Federal Government. Generally, the contracts are valid for a period of 35 years which, in accordance with the law, cannot be extended. Of the two phases of the contract – exploration and production – the exploration phase can be extended provided that the total period of the contract remains as 35 years.

In order to perform the exploration and exploitation of oil and gas reserves, the companies must obtain an environmental licence granted by the Federal Environmental Protection Agency (IBAMA), which, together with ANP, is responsible for the safety and environmental regulations regarding upstream activities.

HSE regulation relevant for the Norwegian upstream oil & gas activities in Norway

Equinor’s oil and gas operations in Norway must be conducted in compliance with a reasonable standard of care, taking into consideration the safety of workers, the environment and the economic values represented by installations and vessels. The Petroleum Act specifically requires that petroleum operations be carried out in such a manner that a high level of safety is maintained

58   Equinor, Annual Report on Form 20-F 2019     


 

and developed in step with technological developments. Equinor is also required at all times to have a plan to deal with emergency situations in Equinor’s petroleum operations. During an emergency, the Norwegian Ministry of Labour/Norwegian Ministry of Fisheries and Coastal Affairs/Norwegian Coastal Administration may decide that other parties should provide the necessary resources, or otherwise adopt measures to obtain the necessary resources, to deal with the emergency for the licensees’ account.

Liability for pollution damage

The Norwegian Petroleum Act imposes strict liability for pollution damage on all licensees, and a licensee is liable for pollution damage without regard to fault. Accordingly, as a holder of licences on the NCS, Equinor is subject to statutory strict liability under the Petroleum Act in respect of losses or damage suffered as a result of pollution caused by spills or discharges of petroleum from petroleum facilities covered by any of Equinor’s licences.

A claim against the licence holders for compensation relating to pollution damage shall initially be directed to the operator, which in accordance with the terms of the joint operating agreement, - will distribute the claim to the other licensees in accordance with their participating interest in the licence.

Discharge permits

Emissions and discharges from Norwegian petroleum activities are regulated through several acts, including the Petroleum Act, the CO2 Tax Act, the Sales Tax Act, the Greenhouse Gas Emission Trading Act and the Pollution Control Act. Discharge of oil and chemicals in relation to exploration, development and production of oil and natural gas are regulated under the Pollution Control Act. In accordance with the provisions of this Act, an operator must apply for a discharge permit from relevant authorities on behalf of the licence group in order to discharge any pollutants into water. Further, the Petroleum Act states that burning of gas in flares beyond what is necessary for safety reasons to ensure normal operations is not permitted without approval from the MPE. All operators on the NSC have an obligation, and are responsible, for establishing sufficient procedures for the monitoring and reporting of any discharge into the sea. The Environment Agency, the Norwegian Petroleum Directorate and the Norwegian Oil Industry Association have established a joint database for reporting emissions to air and discharges to sea from the petroleum activities, the Environmental Web (EW). All operators on the NCS report emission and discharge data directly into the database.

Regulations on reduction of carbon emissions and CO2 storage

Equinor’s operations in Norway are subject to emissions taxes as well as emissions allowances granted for Equinor’s larger European operations under the emissions trading scheme. The agreed strengthening of the EU’s emission trading scheme may result in a significant reduction in the total emissions from relevant energy and industry installations, which include Equinor’s installations at the NCS. The price of emissions allowances is also expected to increase significantly towards 2030.

The Climate Act, applicable only [to] the Norwegian Government’s [implementation of] the Storting’s climate related decisions and expectations might also impact on the industry’s regulatory framework.

The EU directive 2009/31/EU on storage of CO2 is implemented in the Pollution Control Act and the Petroleum Act. The CO2 catch and storage at Equinor’s Sleipner and Snøhvit fields are governed by these regulations.

HSE regulation of upstream oil and gas activities in the US

Equinor’s upstream activities in the US are heavily regulated at multiple levels, including federal, state, and local municipal regulation. Equinor is subject to those regulations as a part of its activities in the US onshore (including Equinor’s assets in Texas, North Dakota, Montana, Ohio, and West Virginia), and activities in the US Gulf of Mexico.

The National Environmental Policy Act of 1969 is an umbrella procedural statute that requires federal agencies to consider the environmental impacts of their actions. Several substantive US federal statutes specifically cover certain potential environmental effects of hydrocarbon extraction activities. Those include: the Clean Air Act, which regulates air quality and emissions; the Federal Water Pollution Control Act (commonly known as the Clean Water Act), which regulates water quality and discharges; the Safe Drinking Water Act, which establishes drinking water standards for tap water and underground injection rules; the Resource Conservation and Recovery Act of 1976, which regulates hazardous and solid waste management; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, which addresses remediation of legacy disposal sites and release reporting; and the Oil Pollution Act, which provides for oil spill prevention and response.

Other US federal statutes are resource-specific. The Endangered Species Act of 1973 protects listed endangered and threatened species and critical habitat. Other statutes protect certain species, including the Migratory Bird Treaty Act, the Bald and Golden Eagle Protection Act and the Marine Mammal Protection Act of 1972. Other statutes govern natural resource planning and development on federal lands onshore and on the Outer Continental Shelf, including: the Mineral Leasing Act; the Outer Continental Shelf Lands Act; the Federal Land Policy and Management Act of 1976; the Mining Law of 1872; the National Forest Management Act of 1976; the National Park Service Organic Act; the Wild and Scenic Rivers Act; the National Wildlife Refuge System Administration Act of 1966; the Rivers and Harbors Appropriation Act; and the Coastal Zone Management Act of 1972.

The federal government regulates offshore exploration and production for the Outer Continental Shelf (OCS), which extends from the edge of state waters (either 3 or 9 nautical miles from the coast, depending on the state) out to the edge of national jurisdiction, 200

Equinor, Annual Report on Form 20-F 2019    59 


 

nautical miles from shore. The Bureau of Ocean Energy Management (BOEM) manages federal OCS leasing programmes, conducts resource assessments, and licences seismic surveys. The Bureau of Safety and Environmental Enforcement (BSEE) regulates all OCS oil and gas drilling and production. The Office of Natural Resources Revenue (ONRR) collects and disburses rents and royalties from offshore and onshore federal and Native American lands.

Additional federal statutes cover certain products or wastes, and focus on human health and safety: the Toxic Substances Control Act regulates new and existing chemicals and products that contain these chemicals; the Hazardous Materials Transportation Act regulates transportation of hazardous materials; the Occupational Safety and Health Act of 1970 regulates hazards in the workplace; the Emergency Planning and Community Right-to-Know Act of 1986 provides emergency planning and notification for hazardous and toxic chemicals.

The federal and state governments share authority to administer some federal environmental programs (e.g., the Clean Air Act and Clean Water Act). States also have their own, sometimes more stringent, environmental laws. Counties, cities and other local government entities may have their own requirements as well.

Equinor continually monitors regulatory and legislative changes at all levels and engages in the stakeholder process through trade associations and direct comments to suggested regulatory and legislative regimes, to ensure that its operations remain in compliance with all applicable laws and regulations. In particular, BSEE drilling and production regulations were extensively revised in response to the 2010 Deepwater Horizon blowout and oil spill. The revised regulatory regime includes requirements for enhanced well design, improved blowout preventer design, testing and maintenance, and an increased number of trained inspectors. The current Administration is in the process of reviewing and revising these regulations, and Equinor is engaged with relevant governmental and industry stakeholders to ensure that Equinor’s operations remain in compliance.

HSE regulation of upstream oil & gas activities in Brazil

Equinor’s oil and gas operations in Brazil must be conducted in compliance with a reasonable standard of care, taking into consideration the safety and health of workers and the environment. The Brazilian Petroleum Law (Law No. 9,478/97) describes the government’s policy objectives for the rational use of the country’s energy resources, including the protection of the environment. In addition to the Petroleum Law, Equinor is also subject to many other laws and regulation issued by different authorities, including the National Agency of Petroleum, ANP, IBAMA, Federal Environmental Council (CONAMA) and Brazilian Navy. All those authorities have the power to impose fines in case of non-compliance with the respective rules. The concession and production sharing contracts also impose obligations on operators and consortium members, who are jointly and severally liable. They must, at their own account and risk, assume and fully respond to all losses and damages caused directly or indirectly by the applicable consortium’s operations and their performance irrespective of fault, to the ANP, the Federal Government and third parties.

The exploration, drilling and production of oil and gas depend on environmental licences which define the conditions for the implementation of the project and compliance measures to mitigate and control environment impact. Equinor is subject to fines and even licence suspension in case of non-compliance with such conditions.

In Brazil, Equinor is also required to have an emergency response system as per ANP Ordinance 44/2009 to deal with emergency situations in its petroleum operations, as well as an oil spill response plan for each asset to minimise the environmental impact of any environmental unexpected situation that may generate spill of oil or chemical to sea.

Discharge permits

Discharges from Brazilian petroleum activities are regulated through several acts, including the CONAMA Resolution 393/2007 for produced water, CONAMA Resolution No. 357/2005 and CONAMA Resolution No. 430/2011 for effluents (sewage, etc) and IBAMA technical instructions for drilling waste. According to Environmental Ministry Ordinance No. 422/2011, the discharge of chemicals in connection with exploration, development and production of oil and natural gas is assessed as part of the permitting process and the applicable operator must apply for any discharge permit from relevant authorities on behalf of the licence group in order to discharge any pollutants into the water.

Regulations on reduction of carbon emissions

Although Equinor’s operations in Brazil are not subject to emissions taxes (CO2 limit) yet, a proposal has been sent to the government by the Brazilian Business Council for Sustainable Development (CEBDS) proposing a tax of USD 10/ton CO2eq. Further, CONAMA No. 382/06 regulates air emissions limits (e.g. NOx) from all fixed sources that have total power consumption higher than 100MW.

ANP Ordinance No. 249/00 allows burning of gas in flares for safety reasons to ensure normal operations, but it is limited to 3% of the monthly production of associated gas. Any additional volume must be pre-approved.

The Brazilian government signed the Paris Agreement in 2016. The country’s ambition is to reduce its greenhouse gas emissions by 37% until 2025 and 43% until 2030, compared to 2005 levels. Because of the desire to boost the economy and an expected growing energy demand, the focus on emissions reduction is on improved control of Forests and Land Use. To meet the growing energy demand challenge, the Brazilian government has indicated acceptance for an increase in total emissions in the short term from the

60   Equinor, Annual Report on Form 20-F 2019     


 

industrial and power generation sectors, although the efficiency in power generation and usage will certainly be an important part of the Brazilian government’s future approach to the issue.

 

Taxation of Equinor

Norway

Equinor is subject to ordinary Norwegian corporate income tax and to a special petroleum tax relating to its offshore activities in Norway. Equinor’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 is 22 %. In addition, a special petroleum tax is levied on profits from petroleum production and pipeline transportation on the NCS. The special petroleum tax rate is 56 %. 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. For further information, see note 9 Income taxes to the Consolidated financial statements.

 

Equinor’s international petroleum activities are subject to tax pursuant to local legislation.

 

US

Equinor’s operations in the US are subject generally to corporate income, severance and production, ad valorem and transaction taxes - levied by the federal, state and local tax authorities, and to royalties payable to federal, state and local authorities and, in some cases, private landowners. The federal income tax rate in the US is 21%.

 

Brazil

Regardless of the applicable regime for oil and gas activities, corporate income tax and social contribution are levied on taxable income at a combined rate of 34 %. A simplified tax regime with a lower effective tax rate is available for activities with gross revenues below a threshold of 78 million Brazilian reais per year. 

 

There are several indirect taxes but exports are exempt.

 

Imports of assets are subject to several customs duties, but a special regime is available for certain assets used in the oil and gas activities allowing suspension of the federal duties and reduction of state duties.

               

The concession regime usually includes a 10% royalty, and special participation tax that varies based on time, location and production between 10% and 40%. PSA regime usually includes a 15% royalty, an annual 80% cost recovery ceiling, and a biddable government profit share.

 

Regulatory framework for renewable energy operations

Equinor’s material renewables positions currently consist of offshore wind farms in operation and development in the UK and the state of New York. In both jurisdictions the legislation is structured around a lease where permission to develop is granted following a series of approvals relating largely to environmental and social impact assessments. The government separately auctions a subsidized power purchase price either through renewable offtake certificates or contracts for difference. In both cases, Equinor and its partners take the risk for developing, constructing and operating the wind farms within a fixed timeframe.    

 

Equinor, Annual Report on Form 20-F 2019    61 


 

Subsidiaries and properties

Significant subsidiaries

The following table shows significant subsidiaries and significant equity accounted companies within the Equinor group as of
31 December 2019.

 

Significant subsidiaries and significant equity accounted companies

 

 

 

 

 

 

 

 

 

 

Name

in %

Country of incorporation

 

Name

in %

Country of incorporation

 

 

 

 

 

 

 

Danske Commodities AS

100

Norway

 

Equinor Insurance AS

100

Norway

Equinor Angola Block 15 AS

100

Norway

 

Equinor International Netherlands BV

100

Netherlands

Equinor Angola Block 17 AS

100

Norway

 

Equinor Murzuq AS

100

Norway

Equinor Angola Block 31 AS

100

Norway

 

Equinorl Natural Gas LLC

100

USA

Equinor Apsheron AS

100

Norway

 

Equinor New Energy AS

100

Norway

Equinor Brasil Energia Ltda.

100

Brazil

 

Equinor Nigeria AS

100

Norway

Equinor BTC (Group)

100

Norway

 

Equinor Nigeria Energy Company Ltd.

100

Nigeria

Equinor Canada Ltd. (Group)

100

Canada

 

Equinor Refining Norway AS

100

Norway

Equinor Danmark (Group)

100

Denmark

 

Equinor Russia AS

100

Norway

Equinor Dezassete AS

100

Norway

 

Equinor Tanzania AS

100

Norway

Equinor Energy AS

100

Norway

 

Equinor UK Ltd. (Group)

100

United Kingdom

Equinor Energy Brazil AS

100

Norway

 

Equinor US Holding Inc. (Group)

100

USA

Equinor Energy do Brasil Ltda.

100

Brazil

 

Statholding AS (Group)

100

Norway

Equinor Energy Ireland Ltd.

100

Ireland

 

Statoil Kharyaga AS

100

Norway

Equinor Holding Netherlands BV

100

Netherlands

 

Wind Power AS

100

Norway

Equinor In Amenas AS

100

Norway

 

AWE-Arkona-Windpark Entwicklungs-GmbH1

25

Germany

Equinor In Salah AS

100

Norway

 

Roncador BV2

25

Netherlands

 

 

 

 

 

 

 

1) Equity accounted entities.

 

 

 

 

 

 

2) Roncador BV is accounted for as a jointly controlled operation and is proportionally consolidated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate

Equinor has interests in real estate in many countries throughout the world. However, no individual property is significant. The largest office buildings are the  Equinor'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 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 operational refineries, terminals and processing plants, see section 2.5 Marketing, Midstream & Processing (MMP).

 

For more information, see note 10 Property, plant and equipment to the Consolidated financial statements.

 

Related party transactions

See note 25 Related parties to the Consolidated financial statements. See also section 3.4 Equal treatment of shareholders and transactions with close associates.

 

Insurance

Equinor 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.

62   Equinor, Annual Report on Form 20-F 2019     


 

2.8

Operational performance

 

 

 

Proved oil and gas reserves

Proved oil and gas reserves were estimated to be 6,004 million boe at year end 2019, compared to 6,175 million boe at the end of 2018.

 

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 or subtractions 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 divestment of assets or due to factors outside management control, such as changes in oil and gas prices.

 

Changes in oil and gas prices will normally affect how much oil and gas that can be recovered from the accumulations. Higher oil and gas prices will normally allow more oil and gas to be recovered, while lower prices will normally result in reductions. However, for fields with PSAs and similar contracts, increased prices may result in lower entitlement to produced volumes and lower prices may increase entitlement to produced volumes. These described changes are included in the revisions category.

 

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, Equinor 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. Undrilled well locations in the 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.

 

 

 

 

 

A PICTURE CONTAINING SCREENSHOT

DESCRIPTION AUTOMATICALLY GENERATED

 

Approximately 88% of Equinor’s proved reserves are located in OECD countries. Norway is by far the most important contributor in this category, followed by the US and Canada. Of Equinor's total proved reserves, 5% are related to PSAs in non-OECD countries such as Azerbaijan, Angola, Algeria, Nigeria, Libya and Russia. Other non-OECD reserves are related to concessions in Brazil and Russia, representing all together 7% of Equinor's total proved reserves.

 

Equinor, Annual Report on Form 20-F 2019    63 


 

A PICTURE CONTAINING DRAWING

DESCRIPTION AUTOMATICALLY GENERATED

 

 

 

64   Equinor, Annual Report on Form 20-F 2019     


 

Changes in proved reserves in 2019

The total volume of proved reserves decreased by 171 million boe in 2019.

 

Change in proved reserves

 

 

 

 

 

 

 

 

For the year ended 31 December

(million boe)

2019

2018

2017

 

 

 

 

Revisions and improved recovery (IOR)

327

479

605

Extensions and discoveries

253

848

441

Purchase of petroleum-in-place

72

196

50

Sales of petroleum-in-place

(125)

(2)

(38)

Total reserve additions

527

1,521

1,059

Production

(698)

(713)

(705)

 

 

 

 

Net change in proved reserves

(171)

808

354

 

 

 

 

 

A SCREENSHOT OF A CELL PHONE

DESCRIPTION AUTOMATICALLY GENERATED

 

 

Revisions and IOR

Revisions of previously booked reserves, including the effect of improved recovery, increased the proved reserves by
327 million boe in
2019. Many producing fields had 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. About 60% of the total revisions came from fields in Norway, where many of the larger offshore fields continue to decline less than previously assumed for the proved reserves. Revisions and IOR included the effect of lower commodity prices, decreasing the proved reserves by approximately 35 million boe through a slightly reduced economic life time on several fields.

 

Extensions and discoveries

A total of 253 million boe of new proved reserves were added through extensions and discoveries booking proved reserves for the first time. The largest addition came from the North Komsomolskoye field in Russia, where the first stage of the full field development was sanctioned in 2019. Sanctioning of the second development phases on the Ærfugl and Gudrun fields in Norway also added volumes. In addition, this category includes extensions of proved areas through drilling of new wells in previously undrilled areas in the US onshore plays and at some producing fields offshore Norway. New discoveries with proved reserves booked in 2019 are all expected to start production within a period of five years.

 

Purchase and sale of reserves

A total of 72 million boe of new proved reserves were purchased in 2019. This includes an increased ownership share of 2.6% in the Johan Sverdrup field in Norway through a transaction with Lundin, a purchase of 22.45% ownership share in the Caesar-Tonga field in the US Gulf of Mexico from Shell Offshore Inc,  and a swap agreement with Faroe Petroleum increasing Equinor’s ownership share in the Njord area in the Norwegian Sea.

 

Equinor, Annual Report on Form 20-F 2019    65 


 

Sale of reserves in 2019 reduced the proved reserves by
125 million boe. This includes the divestment of a 16% shareholding in Lundin, with the result that all proved reserves previously included as equity accounted in Norway were removed from proved reserves. In addition, Equinor fully divested its ownership share in the Eagle Ford onshore asset in the US.

 

Production

The 2019 entitlement production was 698 million boe, a decrease of 2% compared to 2018.

Development of reserves

In 2019, approximately 426 million boe were matured from proved undeveloped to proved developed reserves. The start-up of production from Johan Sverdrup, Trestakk and Utgard in Norway and in the UK, increased proved developed reserves by 305 million boe during 2019. The remaining 121 million boe of the matured volume is related to activities on developed assets. Over the last five years, Equinor has matured 2,012 million boe of proved undeveloped reserves to proved developed reserves.

66   Equinor, Annual Report on Form 20-F 2019     


 

Development of reserves in 2019

 

 

 

 

 

 

 

(million boe)

Total

Developed

Undeveloped

 

 

 

 

At 31 December 2018

6,175

3,733

2,442

Revisions and improved recovery

327

178

149

Extensions and discoveries

253

65

188

Purchase of reserves-in-place

72

15

57

Sales of reserves-in-place

(125)

(40)

(85)

Production

(698)

(698)

-

Moved from undeveloped to developed

-

426

(426)

 

 

 

 

At 31 December 2019

6,004

3,679

2,325

 

 

 

 

 

Net proved developed and undeveloped reserves

 

 

 

 

 

 

 

 

 

 

As of 31 December 2019

Oil and Condensate

NGL

Natural gas

Total

(mmboe)

(mmboe)

(mmcf)

(mmboe)

 

 

 

 

 

 

2019

 

2,575

337

17,355

6,004

Developed

 

1,396

240

11,465

3,679

Undeveloped

 

1,178

97

5,889

2,325

2018

 

2,558

393

18,094

6,175

Developed

 

1,216

277

12,570

3,733

Undeveloped

 

1,342

116

5,524

2,442

2017

 

2,302

379

15,073

5,367

Developed

 

1,112

278

10,958

3,342

Undeveloped

 

1,191

101

4,115

2,025

 

 

 

 

 

 

 

Proved reserves

 

 

 

 

 

 

 

 

 

As of 31 December 2019

Proved reserves

Oil and Condensate

NGL

Natural Gas

Total oil and gas

(mmboe)

(mmboe)

(mmcf)

(mmboe)

 

 

 

 

 

Developed

 

 

 

 

Norway

691

175

9,417

2,544

Eurasia excluding Norway

49

-

178

81

Africa

124

15

217

178

US

278

49

1,645

621

Americas excluding US

254

-

8

255

Total Developed proved reserves

1,396

240

11,465

3,679

 

 

 

 

 

Undeveloped

 

 

 

 

Norway

772

78

4,912

1,725

Eurasia excluding Norway

175

-

228

215

Africa

13

3

23

20

US

104

16

726

250

Americas excluding US

115

-

-

115

Total Undeveloped proved reserves

1,178

97

5,889

2,325

 

 

 

 

 

Total proved reserves

2,575

337

17,355

6,004

Equinor, Annual Report on Form 20-F 2019    67 


 

As of 31 December 2019, the total proved undeveloped reserves amounted to 2,325 million boe, 74% of which are related to fields in Norway. The Troll, Johan Sverdrup and Snøhvit fields, which have continuous development activities, together with fields not yet in production, such as Johan Castberg and Martin Linge, have the largest proved undeveloped reserves in Norway. The largest assets with proved undeveloped reserves outside Norway, are North Komsomolskoye in Russia, the Appalachian basin in the US, Peregrino in Brazil, Mariner in the UK, ACG in Azerbaijan and Vito in the US.

 

All these fields are either producing or will start production within the next three 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. At the Martin Linge field in Norway, where development has been going on for more than
5 years, first oil is expected in 2020. 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 and Bakken, all proved undeveloped reserves are limited to wells that are scheduled to be drilled within five years.

 

In 2019, Equinor incurred USD 8,497 million in development costs relating to assets carrying proved reserves, of which USD 7,585 million 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 (unaudited).

 

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 table below presents the changes in reserves for each category relating to the reserve replacement ratio for the years 2019, 2018 and 2017.

The 2019 reserves replacement ratio was 0.75 and the corresponding three-year average was 1.47.

The reserves replacement ratio excluding equity accounted entities was 0.69 in 2019.

 

The organic reserves replacement ratio, i.e. excluding sales and purchases, was 0.83 in 2019 compared to 1.86 in 2018. The organic average three-year replacement ratio was 1.40 at the end of 2019.

 

For additional information regarding proved reserves changes and the reliability of proved reserves estimates, see the sections 4.2 Supplementary oil and gas information and 2.11 Risk review, respectively.

 

Reserves replacement ratio

 

 

 

 

 

 

 

 

For the year ended 31 December

(including purchases and sales)

2019

2018

2017

 

 

 

 

Annual

0.75

2.13

1.50

Three-year-average

1.47

1.53

1.00

 

 

 

 

Proved reserves by region

 

68   Equinor, Annual Report on Form 20-F 2019     


 

A PICTURE CONTAINING DRAWING

DESCRIPTION AUTOMATICALLY GENERATED

 

Proved reserves in Norway

A total of 4,270 million boe is recognised as proved reserves in 61 fields and field development projects on the NCS, representing 71% of Equinor's total proved reserves. Of these, 56 fields and field areas are currently in production, 44[9] of which are operated by Equinor.

 

Production experience, further drilling and improved recovery on several of Equinor’s producing fields in Norway contributed positively to the revisions of the proved reserves in 2019. Two field development projects also added proved reserves categorised as extensions and discoveries during 2019, the Ærfugl phase 2 and Gudrun phase 2 development. The increased commodity prices reduced the proved reserves on a few fields in Norway but the total net price effect on the proved reserves in Norway is a reduction of less than 0.2%.

 

After the divestment of a 16% shareholding in Lundin, Equinor no longer carry any equity accounted proved reserves in Norway.

Of the proved reserves on the NCS, 2,544 million boe, or 60%, are proved developed reserves. Of the total proved reserves in this area, 60% are gas reserves related to large gas fields such as Troll, Snøhvit, Oseberg, Ormen Lange, Visund, Aasta Hansteen, Åsgard and Tyrihans, and 40% are liquid reserves.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved reserves in Eurasia, excluding Norway

In this area, Equinor has proved reserves of 296 million boe related to seven fields in Russia, Azerbaijan, United Kingdom and Ireland. Eurasia excluding Norway represents 5% of Equinor's total proved reserves, Russia being the main contributor after sanctioning of the first stage of the full field development of the North Komsomolskoye field. This is also the largest addition to the proved reserves in this area in 2019. Other additions are related to sanctioning of the development of the Azeri Central East (ACE) platform in the Azeri Chirag Gunashli field in Azerbaijan, and the Barnacle field in the United Kingdom. All fields in this area are now producing. Of the proved reserves in Eurasia, 81 million boe or 27% are proved developed reserves.

 

Of the total proved reserves in this area, 76% are liquid reserves and 24% are gas reserves.


[9] Fields carrying proved reserves at year-end 2019, whereas the number of fields with production during the year referred to in section 2.3 E&P Norway may be different depending on how production is allocated and reported.

Equinor, Annual Report on Form 20-F 2019    69 


 

 

 

Proved reserves in Africa  

Equinor recognises proved reserves of 198 million boe related to 28 fields and field developments in several West and North African countries, including Algeria, Angola, Libya and Nigeria. Africa represents 3% of Equinor's total proved reserves. Angola is the primary contributor to the proved reserves in this area, with 24 of the 28 fields. The reduction in oil and gas prices in 2019 had a net positive effect on the proved reserves from production sharing contracts in this area of approximately 5%.

 

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

 

In Algeria, Libya and Nigeria, all fields carrying proved reserves are in production.

 

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 24 Other commitments, contingent liabilities and contingent assets to the Consolidated financial statements. The effect of this redetermination on the proved reserves, which is estimated to be less than 10 million boe, is not yet included.

 

Most of the fields in Africa other than in Algeria, are mature and many are on decline or approaching the expiration date of the current PSA. High production in 2019 combined with limited positive revisions resulted in further reduction of the total proved reserves in this area. In Block 15 in Angola, the production sharing agreement was extended to 2032 in December 2019, and ratified in January 2020. In Block 17 the agreement was extended to 2045, pending ratification. These extensions are not yet reflected in the proved reserves in Angola but will be included from 2020.

 

 

Of the total proved reserves in Africa, 178 million boe, or 90%, are proved developed reserves. Of the total proved reserves in this area, 78% are liquid reserves and 22% are gas reserves.

70   Equinor, Annual Report on Form 20-F 2019     


 

 

Proved reserves in the US

In the US, Equinor has proved reserves equal to 870 million boe in a total of 12 fields and field development projects, ten of which are offshore field developments in the Gulf of Mexico and two are onshore tight reservoir assets.,

 

Nine of the ten fields in the Gulf of Mexico are producing. Vito, which was sanctioned in 2018, is the only field in this area that is not yet producing. The onshore tight reservoir assets in the Appalachian basin and Bakken are all in production.

 

The largest changes to the proved reserves in the US in 2019 are related to new wells extending the proved areas in the US onshore assets. The acquisition of a 22.45% interest in the Caesar Tonga field in the Gulf of Mexico adds new proved reserves, whereas the divestment of Equinor’s 63% interest in the Eagle Ford shale play reduced the proved reserves in this area. The reduced oil and gas prices have a net negative effect of approximately 5% on the total proved reserves in this area, of which approximately two thirds are related to the US onshore assets.

 

Of the total proved reserves in the US, 621 million boe, or 71%, are proved developed reserves. Liquid reserves are 51% and gas reserves are 49%.

 

Proved reserves in the US now represent 14.5% of total proved reserves but the US is still disclosed as a separate geographic area in the tables since it represented 16% in 2017.

 

A SCREENSHOT OF A CELL PHONE

DESCRIPTION AUTOMATICALLY GENERATED

 

Proved reserves in the Americas excluding US

In the Americas excluding US, Equinor has proved reserves equal to 370 million boe in a total of six fields and field development projects. Four fields are located in Canada and two in Brazil.

 

In Canada, proved reserves are related to offshore field developments only and all four fields are producing. In Brazil, the two fields with proved reserves are both producing. The reduced oil and gas prices have not affected the proved reserves in this area in 2019.

 

Of the total proved reserves in the Americas excluding US,
255 million boe or 69%, are proved developed reserves. Less than 1% of the proved reserves in this area are gas reserves.

 

Equinor, Annual Report on Form 20-F 2019    71 


 

Preparation of reserves estimates

Equinor'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 27 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 independent of the Development & Production business areas. All the reserves estimates have been prepared by Equinor'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 Equinor's corporate standards. Information about proved oil and gas reserves, standardised measures of discounted net cash flows related to proved oil and gas reserves and other information related to proved oil and gas reserves, is collected from the local asset teams and checked by CRM for consistency and conformity with applicable standards. The final numbers for each asset are quality-controlled and approved by the responsible asset manager, before aggregation to the required reporting level by CRM.

 

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

 

The person with primary responsibility for overseeing the preparation of the reserves estimates is the manager of the CRM team. The person who presently holds this position has a bachelor's degree in earth sciences from the University of Gothenburg, and a master's degree in petroleum exploration and exploitation from Chalmers University of Technology in Gothenburg, Sweden. She has 34 years' experience in the oil and gas industry, 33 of them with Equinor. She is a member of the Society of Petroleum Engineering (SPE) and of the Technical Advisory Group to the UNECE Expert Group on Resource Management (EGRM).

 

DeGolyer and MacNaughton report

Petroleum engineering consultants DeGolyer and MacNaughton have carried out an independent evaluation of Equinor’s proved reserves as of 31 December 2019 using data provided by Equinor. The evaluation accounts for 100% of Equinor'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 Equinor when compared on the basis of net equivalent barrels.

 

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

72   Equinor, Annual Report on Form 20-F 2019     


 

Net proved reserves

 

 

 

 

 

 

 

 

 

 

Oil and Condensate

NGL/LPG

Natural gas

Oil Equivalent

At 31 December 2019

(mmboe)

(mmboe)

(mmcf)

(mmboe)

 

 

 

 

 

Estimated by Equinor

2,575

337

17,355

6,004

Estimated by DeGolyer and MacNaughton

2,642

323

17,191

6,028

 

 

 

 

 

 

Operational statistics

Total developed and undeveloped oil and gas acreage, in which Equinor had interests at 31 December 2019, are presented in the table below.

 

Developed and undeveloped oil and gas acreage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2019 (in thousands of acres)

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Oceania

Total

 

 

 

 

 

 

 

 

 

 

Acreage developed

- gross1)

909

146

834

498

364

-

2,749

 

- net2)

352

43

268

192

61

-

918

Acreage undeveloped

- gross1)

21,547

33,729

33,590

2,326

45,898

4,275

141,365

 

- net2)

9,402

13,885

14,976

1,129

21,890

4,275

65,557

 

 

 

 

 

 

 

 

 

1) A gross value reflects the number of wells in which Equinor owns a working interest.

2) The net value corresponds to the sum of the fractional working interests owned by Equinor in the same gross wells.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equinor's largest net undeveloped acreage concentration is in South Africa, which represents 20% of Equinor’s total net undeveloped acreage, followed by Norway and Russia.

The largest concentrations of developed net acreage in Norway are in the Troll, Oseberg area, Snøhvit, Ormen Lange and Johan Sverdrup fields. In Africa, the Algerian gas development projects In Amenas and In Salah represent the largest concentrations of net developed acreage. Bakken (onshore US) has the largest net developed acreage in the Americas including the US.

The largest undeveloped net acreage in the Americas, including the US, is in Argentina, Surinam and Canada. In Eurasia excluding Norway, Russia is the country with the largest undeveloped net acreage. In Oceania, we have undeveloped acreage in Australia.

Equinor 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, Equinor may decide to apply for an extension if more time is needed in order to fully evaluate the potential of the properties. Historically, Equinor 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 proved reserves.

Productive oil and gas wells

The number of gross and net productive oil and gas wells, in which Equinor had interests at 31 December 2019, is shown in the table below.

The gross and net number of oil wells has increased from last year mainly due to continued drilling at the Bakken onshore asset in the US and added production wells through sanctioning of the North Komsomolskoye field in Russia. The divestment of the Eagle Ford onshore field in the US reduced the number of gross and net oil and gas wells.

Equinor, Annual Report on Form 20-F 2019    73 


 

The total gross number of productive wells as of end 2019 includes 382 oil wells and 12 gas wells with multiple completions or wells with more than one branch.

74   Equinor, Annual Report on Form 20-F 2019     


 

Number of productive oil and gas wells

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2019

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

 

 

Oil wells

- gross1)

897

225

429

2,531

167

4,249

 

- net2)

300.8

42.0

68.6

661.7

46.4

1,119.5

Gas wells

- gross1)

200

12

109

1,993

-

2,314

 

- net2)

88.4

4.2

41.7

386.7

-

521.1

 

 

 

 

 

 

 

 

1) A gross value reflects the number of wells in which Equinor owns a working interest.

2) The net value corresponds to the sum of the fractional working interests owned by Equinor in the same gross wells.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net productive and dry oil and gas wells drilled

The following tables show the number of net productive and dry exploratory and development oil and gas wells completed or abandoned by Equinor over 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 a well found to be incapable of producing sufficient quantities to justify completion as an oil or gas well.

 

Number of net productive and dry oil and gas wells drilled1)

Norway

Eurasia  excluding Norway

Africa

US

Americas excluding US

Total

 
 

 

 

 

 

 

 

 

 

Year 2019

 

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

11.0

5.0

-

0.4

2.1

18.5

 

- Net dry exploratory wells

5.9

4.0

-

-

0.3

10.2

 

- Net productive exploratory wells

5.1

1.0

-

0.4

1.8

8.3

 

 

 

 

 

 

 

 

 

Net productive and dry development wells drilled

30.7

13.4

2.0

121.6

3.5

171.1

 

- Net dry development wells

5.1

1.4

-

0.5

0.8

7.8

 

- Net productive development wells

25.6

12.0

2.0

121.1

2.6

163.3

 

 

 

 

 

 

 

 

 

Year 2018

 

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

8.6

-

0.7

0.6

0.5

10.3

 

- Net dry exploratory wells

4.5

-

0.7

0.6

0.5

6.2

 

- Net productive exploratory wells

4.0

-

-

-

-

4.0

 

 

 

 

 

 

 

 

 

Net productive and dry development wells drilled

42.7

3.3

4.2

102.8

3.3

156.3

 

- Net dry development wells

13.6

0.5

0.2

0.3

1.0

15.6

 

- Net productive development wells

29.2

2.8

4.0

102.5

2.2

140.7

 

 

 

 

 

 

 

 

 

Year 2017

 

 

 

 

 

 

 

Net productive and dry exploratory wells drilled

8.1

2.6

-

0.7

1.9

13.3

 

- Net dry exploratory wells

3.5

2.1

-

-

1.9

7.5

 

- Net productive exploratory wells

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

10.1

-

0.1

-

0.1

10.3

 

- Net productive development wells

27.4

5.0

4.2

103.2

2.2

142.0

 

 

 

 

 

 

 

 

 

1) The net value corresponds to the sum of the fractional working interests owned by Equinor in the same gross wells.

 

Equinor, Annual Report on Form 20-F 2019    75 


 

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 Equinor
at 31 December 2019.

 

Number of wells in progress

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2019

 

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

 

 

Development wells3)

- gross1)

25

7

5

172

4

213

 

- net2)

12.1

1.5

2.1

34.0

0.6

50.3

Exploratory wells

- gross1)

2

3

1

2

8

16

 

- net2)

0.8

1.5

0.3

0.8

3.6

6.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1) A gross value reflects the number of wells in which Equinor owns a working interest.

2) The net value corresponds to the sum of the fractional working interests owned by Equinor in the same gross wells.

3) Mainly wells related to US onshore developments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery commitments

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

 

Equinor’s and SDFI's delivery commitments under bilateral agreements for the calendar years 2020, 2021, 2022 and 2023, expressed as the sum of expected gas off-take, are equal to 46.9, 41.8, 36.3 and 29.1 bcm, respectively. The number of bilateral agreements is steadily declining as our customers are increasingly requesting more and more short-term contracts and higher volumes are traded on the spot market.

 

Equinor’s currently developed gas reserves on the NCS are more than sufficient to meet our share of these commitments for the next four years.

 

Any remaining volumes after covering our delivery commitments under the bilateral agreements, will be sold by trading activities at the hubs.





Production volumes and prices

The business overview is presented based on our segment's operations as of 31 December 2019, whereas certain disclosures on oil and gas reserves are based on geographical areas as required by the SEC. For further information about extractive activities, see sections 2.3 E&P Norway  and 2.4 E&P International.

 

Equinor 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, US and the Americas excluding US.

 

76   Equinor, Annual Report on Form 20-F 2019     


 

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).

 

Equinor, Annual Report on Form 20-F 2019    77 


 

Entitlement production

The following table shows Equinor's Norwegian and international entitlement production of oil and natural gas for the periods indicated. The stated production volumes are the volumes to which Equinor 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. Production is based on 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.

 

Entitlement production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated companies

Equity accounted

Total

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and Condensate (mmboe)

 

 

 

 

 

2019

151

9

47

54

36

296

3

1

-

4

300

2018

155

8

57

48

29

298

5

-

-

5

303

2017

165

10

68

38

21

302

6

0

2

8

310

 

 

 

 

 

 

 

 

 

 

 

 

NGL (mmboe)

 

 

 

 

 

2019

41

-

3

12

-

57

-

-

-

-

57

2018

46

-

4

12

-

62

0

-

-

0

62

2017

48

-

4

9

0

61

-

-

-

-

61

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas (mmcf)

 

 

 

 

 

2019

1,447

31

57

363

9

1,907

2

4

-

6

1,913

2018

1,502

39

84

318

5

1,949

4

-

-

4

1,953

2017

1,515

41

72

240

0

1,868

4

0

-

5

1,873

 

 

 

 

 

 

 

 

 

 

 

 

Combined oil, condensate, NGL and gas (mmboe)

 

 

 

 

 

2019

450

15

60

131

38

693

3

1

-

5

698

2018

469

15

76

116

30

707

6

-

-

6

713

2017

483

17

85

90

21

696

6

0

2

9

705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Entitlement production

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

2018

2017

 

 

 

 

 

 

 

 

 

 

 

 

Troll field 1)

 

 

 

 

 

 

 

 

Oil and Condensate (mmboe)

 

 

 

 

 

12

13

14

NGL (mmboe)

 

 

 

 

 

2

2

2

Natural gas (mmcf)

 

 

 

 

 

341

417

384

Combined oil, condensate, NGL and gas (mmboe)

 

 

 

 

74

89

85

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

78   Equinor, Annual Report on Form 20-F 2019     


 

Operational data

The following table presents operational data for 2019, 2018 and 2017.

 

 

For the year ended 31 December

 

 

Operational data

2019

2018

2017

19-18 change

18-17 change

 

 

 

 

 

 

Prices

 

 

 

 

 

Average Brent oil price (USD/bbl)

64.3

71.1

54.2

(9%)

31%

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

57.4

64.3

50.2

(11%)

28%

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

54.5

61.6

47.6

(12%)

29%

Group average liquids price (USD/bbl)

56.0

63.1

49.1

(11%)

29%

Group average liquids price (NOK/bbl)

493

513

405

(4%)

27%

Transfer price natural gas (USD/mmBtu)

4.46

5.65

4.33

(21%)

31%

Average invoiced gas prices - Europe (USD/mmBtu)

5.79

7.04

5.55

(18%)

27%

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

2.43

3.04

2.73

(20%)

11%

Refining reference margin (USD/bbl)

4.1

5.3

6.3

(23%)

(16%)

 

 

 

 

 

 

Entitlement production (mboe per day)

 

 

 

 

 

E&P Norway entitlement liquids production

535

565

594

(5%)

(5%)

E&P International entitlement liquids production

447

434

415

3%

5%

Group entitlement liquids production

983

999

1,009

(2%)

(1%)

E&P Norway entitlement gas production

700

722

740

(3%)

(2%)

E&P International entitlement gas production

228

218

173

5%

26%

Group entitlement gas production

928

940

913

(1%)

3%

Total entitlement liquids and gas production

1,911

1,940

1,922

(1%)

1%

 

 

 

 

 

 

Equity production (mboe per day)

 

 

 

 

 

E&P Norway equity liquids production

535

565

594

(5%)

(5%)

E&P International equity liquids production

564

567

545

(1%)

4%

Group equity liquids production

1,099

1,132

1,139

(3%)

(1%)

E&P Norway equity gas production

700

722

740

(3%)

(2%)

E&P International equity gas production

275

256

200

7%

28%

Group equity gas production

975

979

941

(0%)

4%

Total equity liquids and gas production

2,074

2,111

2,080

(2%)

1%

 

 

 

 

 

 

Liftings (mboe per day)

 

 

 

 

 

Liquids liftings

994

1,002

1,012

(1%)

(1%)

Gas liftings

962

975

936

(1%)

4%

Total liquids and gas liftings

1,955

1,976

1,948

(1%)

1%

 

 

 

 

 

 

Production cost (USD/boe)

 

 

 

 

 

Production cost entitlement volumes

5.8

5.7

5.2

2%

10%

Production cost equity volumes 

5.3

5.2

4.8

2%

9%

 

Equinor, Annual Report on Form 20-F 2019    79 


 

Sales prices

The following table presents realised sales prices.

 

Realised sales prices

Norway

Eurasia

excluding

Norway

Africa

Americas

 

 

 

 

 

Year ended 31 December 2019

 

 

 

 

Average sales price oil and condensate in USD per bbl

64.0

61.1

64.3

55.9

Average sales price NGL in USD per bbl

33.0

-

30.1

16.6

Average sales price natural gas in USD per mmBtu

5.8

4.6

5.5

2.4

 

 

 

 

 

Year ended 31 December 2018

 

 

 

 

Average sales price oil and condensate in USD per bbl

70.2

70.5

69.9

62.4

Average sales price NGL in USD per bbl

42.9

-

41.3

27.1

Average sales price natural gas in USD per mmBtu

7.0

7.5

5.7

3.0

 

 

 

 

 

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

 

 

 

 

 

 

80   Equinor, Annual Report on Form 20-F 2019     


 

Sales volumes

Sales volumes include lifted entitlement volumes, the sale of SDFI volumes and marketing of third-party volumes. In addition to Equinor’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 Equinor sales volume information on crude oil and natural gas for the periods indicated.

 

 

  For the year ended 31 December

Sales Volumes

2019

2018

2017

 

 

 

 

 

Equinor1)

 

 

 

Crude oil (mmbbls)2)

363

366

369

Natural gas (bcm)

55.8

56.5

54.3

 

 

 

 

 

Combined oil and gas (mmboe)

714

721

711

 

 

 

 

 

Third-party volumes3)

 

 

 

Crude oil (mmbbls)2)

325

359

302

Natural gas (bcm)

7.3

5.7

6.4

 

 

 

 

 

Combined oil and gas (mmboe)

371

394

342

 

 

 

 

 

SDFI assets owned by the Norwegian State4)

 

 

 

Crude oil (mmbbls)2)

122

131

147

Natural gas (bcm)

38.0

43.7

44.0

 

 

 

 

 

Combined oil and gas (mmboe)

360

406

424

 

 

 

 

 

Total

 

 

 

Crude oil (mmbbls)2)

809

855

819

Natural gas (bcm)

101.0

105.9

104.7

 

 

 

 

 

Combined oil and gas (mmboe)

1,445

1,521

1,477

 

 

 

 

 

1)

The Equinor 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.

Equinor, Annual Report on Form 20-F 2019    81 


 

2.9

Financial review

 

 

The following discussion does not address certain items in respect of 2017 in reliance on amendments to disclosure requirements adopted by the SEC in 2019. A discussion of such items in respect of 2017 may be found in our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 15, 2019.

 

 

 

Group financial performance

Lower prices for liquids and gas largely affected the Group´s financial result in 2019. The average Brent price in 2019 was 9% lower compared to 2018 and the average gas price for Europe and North America was down 18% and 20%, respectively. In addition, lower liquids volumes and higher impairments in the E&P reporting segments contributed to the decreased result compared to 2018. New fields on the NCS and in the E&P International reporting segment led to increased depreciation expenses along with higher operations and maintenance expenses. High exploration activity and increased costs related to field development. In 2019, Equinor delivered an entitlement production of 1,911 mboe per day, down 1% from 2018. Net income was USD 1.85 billion, down from USD 7.5 billion in 2018.

 

Total equity liquids and gas production was 2,074 mboe and 2,111 mboe per day in 2019 and 2018, respectively. The 2% decrease in total equity production was mainly due to expected natural decline and reduced flexible gas production due to lower prices. The decrease was partially offset by start-up of new fields on the NCS and in the E&P International reporting segment, new wells in the US onshore business and portfolio changes.

 

Total entitlement liquids and gas production was 1,911 mboe per day in 2019 compared to 1,940 mboe in 2018. The total entitlement liquids and gas production was down 1% for the reasons described above in addition to increased US royalties driven by higher equity production in the US, partially offset by lower negative effect from production sharing agreements.

 

The combined effect of production sharing agreements (PSA effect) and US royalties was 163 mboe and 171 mboe per day in 2019 and 2018, 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.

 

Condensed income statement under IFRS

For the year ended 31 December

 

(in USD million)

2019

2018

Change

 

 

 

 

Revenues

62,911

78,555

(20%)

Net income/(loss) from equity accounted investments

164

291

(44%)

Other income

1,283

746

72%

 

 

 

 

Total revenues and other income

64,357

79,593

(19%)

 

 

 

 

Purchases [net of inventory variation]

(29,532)

(38,516)

(23%)

Operating, selling, general and administrative expenses

(10,469)

(10,286)

2%

Depreciation, amortisation and net impairment losses

(13,204)

(9,249)

43%

Exploration expenses

(1,854)

(1,405)

32%

 

 

 

 

Net operating income/(loss)

9,299

20,137

(54%)

 

 

 

 

Net financial items

(7)

(1,263)

99%

 

 

 

 

Income/(loss) before tax

9,292

18,874

(51%)

 

 

 

 

Income tax

(7,441)

(11,335)

(34%)

 

 

 

 

Net income/(loss)

1,851

7,538

(75%)

 

 

 

 

82   Equinor, Annual Report on Form 20-F 2019     


 

Equinor, Annual Report on Form 20-F 2019    83 


 

Total revenues and other income amounted to USD 64,357 million in 2019 compared to USD 79,593 million in 2018.

 

Revenues are generated from both the sale of lifted crude oil, natural gas and refined products produced and marketed by Equinor, 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 62,911 million in 2019, down 20% compared to 2018. The decrease was mainly due to lower average prices and lower volumes for liquids and gas.

 

Net income from equity accounted investments was USD 164 million in 2019, down from USD 291 million in 2018 due to reduced profit mainly from equity accounted investments. For further information, see note 12 Equity accounted investments to the Consolidated financial statements.

 

A GROUP OF PEOPLE WALKING IN THE SNOW

DESCRIPTION AUTOMATICALLY GENERATED

 

Melkøya, Hammerfest, Norway.

 

 

Other income was USD 1,283 million in 2019 compared to USD 746 million in 2018. In 2019, other income was positively impacted by gain on sale of assets in Lundin and Arkona in addition to a swap transaction with Faroe Petroleum. In 2018, other income was positively impacted by gain on sale of assets mainly related to King Lear, Tommeliten and Norsea pipeline.

 

Because of the factors explained above, total revenue and other income was down by 19% in 2019.

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 29,532 million in 2019 compared to USD 38,516 million in 2018. The 23% decrease in 2019 was mainly related to lower average prices and volumes for liquids and gas.

 

Operating, selling, general and administrative expenses amounted to USD 10,469 million in 2019 compared to USD 10,286 million in 2018. The 2% increase from 2018 to 2019 was primarily impacted by higher provisions from the MMP reporting segment related to the hurricane damage to the South Riding Point oil terminal in the Bahamas. Increased transportation costs mainly related to liquids volumes and higher operation and maintenance costs mainly related to new fields added to the increase, partially offset by the implementation of IFRS 16[10]  and the NOK/USD exchange rate development.

 


[10] For more information, see note 23 Implementation of IFRS 16 Leases to the Consolidated financial statements and notes

84   Equinor, Annual Report on Form 20-F 2019     


 

Depreciation, amortisation and net impairment losses  amounted to USD 13,204 million compared to USD 9,249 million in 2018. The 43% increase was mainly due to higher net impairments mainly related to unconventional onshore assets in North America and offshore assets on the NCS. Increased investments in the E&P International segment, ramp-up of new fields and the implementation of IFRS 161 added to the increase, partially offset by higher proved reserves estimates on several fields, no depreciation effect on one of the fields on the NCS due to all remaining proved reserves being produced in previous periods, and a net decrease in production.

 

Included in the total for 2019 were net impairments of USD 4,093 million, the majority of which relate to decreased price assumptions. Other elements were negative change in production profiles and reserves, cost increases and damage of the South Riding point oil terminal on the Bahamas caused by the hurricane Dorian.

 

Included in the total for 2018 were net impairment reversals of USD 604 million, of which impairment reversals amounted to USD 1,398 million mainly related to operational improvements, updated exchange rate assumptions, increased refinery margins assumptions, and extension of a production sharing agreement (PSA). The impairment reversals were partially offset by impairment losses of USD 794 million, mainly related to long term prices assumptions.

 

For further information, 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)

2019

2018

Change

 

 

 

 

Exploration expenditures

1,584

1,438

10%

Expensed, previously capitalised exploration expenditures

120

68

78%

Capitalised share of current period's exploration activity

(507)

(390)

30%

Net impairments / (reversals)

657

289

>100%

 

 

 

 

Total exploration expenses

1,854

1,405

32%

 

 

 

 

In 2019, exploration expenses were USD 1,854 million, a 32% increase compared to 2018 when exploration expenses were USD 1,405 million.

 

The 32% increase in exploration expenses in 2019 is primarily due to higher drilling and field development costs because of higher activity, a higher portion of exploration expenditure capitalised in earlier years being expensed and higher net impairments compared to 2018. The increase was partially offset by a higher portion of exploration expenses being capitalised and lower seismic activity compared to 2018. In 2019 there was exploration activity in 58 wells compared with 36 wells in 2018. 42 wells were completed with 16 commercial discoveries in 2019 compared with 24 wells completed and 9 commercial discoveries in 2018.

 

Net operating income was USD 9,299 million in 2019 compared to USD 20,137 million in 2018. With reference to the development in revenues and costs as discussed above, the 54% decrease in 2019 was primarily driven by lower liquids and gas prices and liquids volumes. Higher net impairments mainly related to unconventional onshore assets in North America and offshore assets on the NCS in addition to increased provisions in the MMP reporting segment related to the hurricane damage to the South Riding Point oil terminal, contributed to the decrease. The decrease was partially offset by a net gain on the sale of assets mainly related to the E&P Norway reporting segment in 2019.

 

Net financial items amounted to a loss of USD 7 million in 2019. In 2018, net financial items were a loss of USD 1,263 million. The reduced loss of USD 1,256 million in 2019 was mainly due to gain on derivatives related to our long-term debt portfolio of USD 473 million in 2019, compared to a loss of USD 341 million in 2018. In addition, a currency gain of USD 224 million was recognised in 2019, compared to a loss of USD 166 million in 2018.

 

Income taxes were USD 7,441  million in 2019, equivalent to an effective tax rate of 80.1%, compared to USD 11,335  million in 2018, equivalent to an effective tax rate of 60.1%. The effective tax rate in 2019 was primarily influenced by losses recognised in countries without recognised taxes or in countries with lower than average tax rates, partially offset by tax exempted gains on divestments. For further information, see note 9 Income taxes to the Consolidated financial statements.

 

The effective tax rate in 2018 was primarily influenced by positive net operating income in entities without recognised taxes and a tax exempted divestment of interest at the NCS. The effective rate was also influenced by recognition of previously unrecognised deferred tax assets.

 

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

Equinor, Annual Report on Form 20-F 2019    85 


 

income, including the onshore portion of net financial items, is taxed at 22% (23% in 2018), and income in other countries is taxed at the applicable income tax rates in the various countries.

 

In 2019, net income  was USD 1,851 million compared to USD 7,538 million in 2018.

 

The significant decrease in 2019 was mainly a result of the decrease in net operating income, partially offset by lower income taxes and the positive change in the net financial items, as explained above.

 

The board of directors proposes to the AGM to increase the dividend by 4% to USD 0.27 per ordinary share for the fourth quarter of 2019.

 

The annual ordinary dividends for 2019 amounted to an aggregate total of USD 3,479 million. Considering the proposed dividend, USD 1,780 million will be allocated from retained earnings in the parent company.

 

For 2018, annual ordinary dividends amounted to an aggregate total of USD 2,826 million, net after scrip dividend of USD 338 million.

 

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.

 

IFRS 16 Leases

With effect from 1 January 2019, Equinor implemented IFRS 16. Reference is made to Note 22 Leases and Note 23 Implementation of IFRS 16 Leases for further information about the standard, the policy and implementation choices made by Equinor, and the IFRS 16 implementation impact.

 

Segments financial performance

 

E&P Norway profit and loss analysis

Net operating income in 2019 was USD 9,631 million, compared to USD 14,406 million in 2018. The USD 4,775 million decrease from 2018 to 2019 was primarily driven by lower liquids and gas prices in addition to lower production of liquids and gas volumes. In addition, impairment of assets were USD 1,284 million in 2019, compared to impairment reversal of USD 604 million in 2018.

 

The average daily production of liquids and gas was 1,235 mboe per day in 2019 and 1,288 mboe per day in 2018.

 

The average daily total production level decreased in 2019 mainly due to expected natural decline, lower production efficiency, and lower flex gas off-take from Troll, partially offset by positive contribution from new wells at producing fields and new fields Johan Sverdrup, Trestakk and Utgard.

 

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.

 

 

 

E&P Norway - condensed income statement under IFRS

 

 

 

 

 

 

 

 

For the year ended 31 December

 

(in USD million)

2019

2018

Change

 

 

 

 

Revenues

17,789

21,909

(19%)

Net income/(loss) from equity accounted investments

15

10

49%

Other income

1,028

556

85%

 

 

 

 

Total revenues and other income

18,832

22,475

(16%)

 

 

 

 

Operating, selling, general and administrative expenses

(3,284)

(3,270)

0%

Depreciation, amortisation and net impairment losses

(5,439)

(4,370)

24%

Exploration expenses

(478)

(431)

11%

 

 

 

 

Net operating income/(loss)

9,631

14,406

(33%)

 

 

 

 

86   Equinor, Annual Report on Form 20-F 2019     


 

Total revenues and other income were USD 18,832 million in 2019 and USD 22,475 million in 2018.

 

The 19% decrease in revenue in 2019 was mainly due to decreased liquids and gas prices, in addition to lower production of liquids and gas volumes.

 

Other income was impacted by gain from the sale of assets of USD 977 million in 2019. In 2018 other income was impacted by gain from sale of exploration assets of USD 490 million.

 

Operating expenses and selling, general and administrative expenses were USD 3,284 million in 2019, compared to USD 3,270 million in 2018. The cost related to ramp-up of new fields was offset by the NOK/USD exchange rate development.

 

Depreciation, amortisation and net impairment losses were USD 5,439 million in 2019, compared to USD 4,370 million in 2018. The increase was mainly related to impairment of assets of USD 1,284 million in 2019[11] , compared to impairment reversals of USD 604 million in 2018. The increase was partially offset by production from assets with no remaining proved reserves in 2019 and net decrease in field-specific production.

 

Exploration expenses  were USD 478 million in 2019, compared to USD 431 million in 2018. The increase from 2018 to 2019 was primarily due to higher drilling and field development cost mainly because of higher activity. In 2019 there was exploration activity in 28 wells with 26 wells completed, compared to activity in 23 wells with 18 wells completed in 2018.

 

E&P International profit and loss analysis

Net operating income  in 2019 was negative USD 800 million, compared to positive USD 3,802 million in 2018. The negative development was primarily caused by impairment losses in 2019, decreased liquids and gas prices and a positive impact in 2018 from a reduction in provisions related to a redetermination process in Nigeria.

 

The average daily equity liquids and gas production (see section 5.6 Terms and abbreviations) was 839 mboe per day in 2019, compared to 823 mboe per day in 2018. The increase of 2% was driven by new wells in the US onshore, particularly in Appalachian region, as well as the effect of new fields in Brazil, UK and offshore North America. The increase was partially offset by natural decline, primarily at mature fields in Angola.

 

The average daily entitlement liquids and gas production (see section 5.6 Terms and abbreviations) was 676 mboe per day in 2019, compared to 652 mboe per day in 2018. Entitlement production in 2019 increased by 4% due to higher equity production as described above and lower negative effect from production sharing agreements, partially offset by increased US royalties driven by the higher equity production. The combined effect of production sharing agreements (PSA effect) and US royalties was 163 mboe per day in 2019 and 171 mboe per day in 2018.

 

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.

 

E&P International - condensed income statement under IFRS

 

 

 

 

 

 

 

 

For the year ended 31 December

 

(in USD million)

2019

2018

Change

 

 

 

 

Revenues

10,276

12,322

(17%)

Net income/(loss) from equity accounted investments

30

31

(4%)

Other income

19

45

(58%)

 

 

 

 

Total revenues and other income

10,325

12,399

(17%)

 

 

 

 

Purchases [net of inventory]

(34)

(26)

34%

Operating, selling, general and administrative expenses

(3,352)

(3,006)

12%

Depreciation, amortisation and net impairment losses

(6,361)

(4,592)

39%

Exploration expenses

(1,377)

(973)

41%

 

 

 

 

Net operating income/(loss)

(800)

3,802

N/A

 

 

 

 


[11] See note 10 Property, Plant and Equipment in the Consolidated financial statement and notes for more information on the basis on the impairment assessment.

Equinor, Annual Report on Form 20-F 2019    87 


 

E&P International generated total revenues and other income of USD 10,325 million in 2019, compared to USD 12,399 million in 2018.

 

Revenues in 2019 decreased primarily due to lower realised liquids and gas prices, partially offset by increased entitlement production. In 2018, revenues were positively impacted by USD 774 million, due to effects from change in provisions related to a redetermination process in Nigeria. For information related to the reversal of provisions, see note 24 Other commitments, contingent liabilities and contingent assets to the Consolidated financial statements.

 

Other income was USD 19 million in 2019, compared to USD 45 million in 2018. In 2019, other income was mainly related to a gain from divestment of license interests in Nicaragua. In 2018, other income was mainly related to a gain from divestment of the Alba field.

 

As a result of the factors explained above, total revenues and other income decreased by 17% in 2019.

 

Operating, selling, general and administrative expenses  were USD 3,352 million in 2019, compared to USD 3,006 million in 2018. The 12% increase from 2018 to 2019 was mainly due to portfolio changes, and higher operation and transportation expenses driven by new fields on stream and volume growth in the US onshore. In addition, net losses from sale of assets in 2019 contributed to the increase. The increases were partially offset by decreased royalties and production fees, caused by lower prices and related volumes.  

 

Depreciation, amortisation and net impairment losses  were USD 6,361 million in 2019, compared to USD 4,592 million in 2018. The 39% increase from 2018 to 2019 was primarily caused by impairment losses in 2019. Net impairment losses in 2019 amounted to USD 1,920 million, with impairments of unconventional onshore assets in North America as the largest contributors, caused by decreased long-term price assumption in addition to changed operational plans for certain assets. Net impairment losses in 2018 amounted to USD 154 million, with impairments of unconventional assets in North America as the largest contributors, caused by reduced long-term price assumptions and reduced fair value for one asset. In addition, depreciation increased mainly due to higher investments, new fields in operation and portfolio changes, offset by higher reserve estimates.

 

Exploration expenses were USD 1,377 million in 2019, compared to USD 973 million in 2018. The increase from 2018 to 2019 was mainly due to higher drilling and field development costs mainly due to higher activity, a higher portion of capitalised expenditures from earlier years being expensed and net impairment of exploration prospects and signature bonuses in 2019 of USD 656 million compared with USD 280 million in 2018. This was partially offset by a higher portion of exploration expenditures being capitalised and a lower portion of seismic costs. In 2019 there was exploration activity in 30 wells with 16 wells completed, compared to 13 wells with 6 wells completed in 2018.

 

MMP profit and loss analysis

Net operating income was USD 1,004 million compared to USD 1,906 million in 2018, a decrease of 47%. The decrease was mainly due to increased operating and administrative expenses related to higher transportation costs for liquid volumes, higher provisions and impairments related to damage to the South Riding Point oil terminal in the Bahamas, in addition to onerous contract provisions in North America. In total, provisions amounted to USD 418 million and impairments of USD 206 million. Weak gas prices as well as reduced processing margins added to the decrease in 2019 compared to 2018. The decrease was partially offset by strong results from crude and liquids trading in 2019.

 

In 2018, the net operating income was impacted by negative operational storage effects amounting to USD 132 million and lower liquids trading results and reduced processing margins partially offset by improved LNG results, the sale of the ownership share in infrastructure assets amounting to USD 129 million and the net impairment amounting to USD 154 million.

 

The total natural gas sales volumes were 59.4 bcm in 2019, at the same level as total volumes for 2018. The increase in the entitlement production internationally and third-party gas volumes was offset by a reduction in the entitlement production on the NCS. The chart does not include any volumes sold on behalf of the Norwegian State's direct financial interest (SDFI).

 

88   Equinor, Annual Report on Form 20-F 2019     


 

 

In 2019, the average invoiced natural gas sales price in Europe was USD 5.79 per mmBtu, down 18% from USD 7.04 per mmBtu in 2018. The 2018 average invoiced natural gas price in Europe was up 27% from 2017 (USD 5.55 per mmBtu).

 

In 2019, the average invoiced natural gas sales price in North America was USD 2.43 per mmBtu, down 20% from USD 3.04 per mmBtu in 2018. The 2018 average invoiced natural gas sales price in North Americas was up 11% from 2017 (USD 2.73 per mmBtu).

 

All of Equinor's gas produced on the NCS is sold by MMP and purchased from E&P Norway at the fields’ lifting point at a market-based internal price with deduction for the cost of bringing the gas from the field to the market and a marketing fee element. Our NCS transfer price for gas was USD 4.46 per mmBtu in 2019, a decrease of 21% compared to USD 5.65 per mmBtu in 2018. The 2018 NCS transfer price was up 31% from 2017 (USD 4.33 per mmBtu).

 

The average crude, condensate and NGL sales were 2.1 mmbbl per day in 2019 of which approximately 0.85 mmbbl were sales of our equity volumes, 0.89 mmbbl were sales of third-party volumes and 0.33 mmbbl were sales of volumes purchased from SDFI. Our average sales volumes were 2.3 mmbbl per day in 2018 and 2.2 mmbbl per day and 2017. The average daily third-party sales volumes were 0.98 and 0.83 mmbbl in 2018 and 2017.

 

 

 

MMP’s refining margins were lower for Mongstad and higher for Kalundborg in 2019 compared to 2018. Equinor's refining reference margin was 4.1 USD/bbl in 2019, compared to 5.3 USD/bbl in 2018, a decrease of 23%

 

.

Equinor, Annual Report on Form 20-F 2019    89 


 

MMP - condensed income statement under IFRS

 

 

 

 

 

 

 

 

For the year ended 31 December

 

(in USD million)

2019

2018

Change

 

 

 

 

Revenues

60,928

75,636

(19%)

Net income/(loss) from equity accounted investments

25

16

56%

Other income

2

142

(98%)

 

 

 

 

Total revenues and other income

60,955

75,794

(20%)

 

 

 

 

Purchases [net of inventory]

(54,454)

(69,296)

(21%)

Operating, selling, general and administrative expenses

(4,897)

(4,377)

12%

Depreciation, amortisation and net impairment losses

(600)

(215)

>100%

 

 

 

 

Net operating income/(loss)

1,004

1,906

(47%)

 

 

 

 

 

 

 

 

Total revenues and other income were USD 60,955 million in 2019, compared to USD 75,794 million in 2018.

 

The decrease in revenues  from 2018 to 2019 was mainly due to a decrease in in the prices for all products as well as decreased volume for liquids. The average crude price in USD decreased by approximately 9% in 2019 compared to 2018.

 

Other income in 2019 was lower mainly due a gain on the sale of assets amounting to USD 133 million in 2018. 

 

Because of the factors explained above, total revenues and other income decreased by 20% from 2018 to 2019.

 

Purchases [net of inventory] were USD  54,454 million in 2019, compared to USD  69,296 million in 2018. The decrease from 2018 to 2019 was mainly due to a decrease in the price for all products as well as decreased volume for liquids.

  

Operating expenses and selling, general and administrative expenses were USD  4,897 million in 2019, compared to USD  4,377 million in 2018. The increase from 2018 to 2019 was mainly due to higher transportation cost for liquids, higher cost for operating plants mainly due to provision booked in 2019 related to the South Riding Point Terminal.

 

Depreciation, amortisation and net impairment losses were USD 600 million in 2019, compared to USD 215 million in 2018. The increase in depreciation, amortisation and net impairment losses from 2018 to 2019 was mainly caused by impairment booked in 2019 related to the South Riding Point Terminal and higher reversal of impairments in 2018, as well as depreciation from a new infrastructure asset. Net reversal of impairments in 2018 was related to the refinery assets, due to an increased refinery margin forecast.

 

Other

The Other reporting segment includes activities within New Energy Solutions; Global Strategy & Business Development; Technology, Projects & Drilling; and Corporate staffs and support functions, and IFRS 16 leases. All lease contracts are presented within the Other segment. For more information on impact of IFRS 16 on the segment reporting, see note 23 Implementation of IFRS 16 leases to the Consolidated financial statements and notes. 

 

In 2019, the Other reporting segment recorded a net operating income of USD 92 million compared to a net operating loss of USD 79 million in 2018. Gain on divestment of interest in Arkona offshore windfarm is an item with single biggest impact on the result, see note 4 Acquisitions and divestments to the Consolidated financial statement and notes.

90   Equinor, Annual Report on Form 20-F 2019     


 

2.10

Liquidity and capital resources

 

 

The following discussion does not address certain items in respect of 2017 in reliance on amendments to disclosure requirements adopted by the SEC in 2019. A discussion of such items in respect of 2017 may be found in our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 15, 2019.

 

Review of cash flows

Equinor’s cash flow generation in 2019  were reduced by USD 5,800 million compared to 2018.

 

Consolidated statement of cash flows

 

 

 

Full year

(in USD million)

2019

2018

 

 

 

Cash flows provided by operating activities

 13,749  

 19,694  

 

 

 

Cash flows used in investing activities

 (10,594) 

 (11,212) 

 

 

 

Cash flows provided by/(used in) financing activities

 (5,496) 

 (5,024) 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 (2,341) 

 3,458  

 

 

 

 

 

 

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 2019, cash flows provided by operating activities decreased by USD 5,946 million compared to 2018. The decrease was mainly due to lower liquids and gas prices, increased derivative payments and a change in working capital, partially offset by decreased tax payments.

 

Cash flows used in investing activities

In 2019, cash flows used in investing activities decreased by USD 618 million compared to 2018. The decrease was mainly due to lower cash flows used for business combinations, lower capital expenditures and increased proceeds from sale of assets, partially offset by increased financial investments. 

Cash flows provided by (used in) financing activities

In 2019, cash flows used in financing activities increased by USD 472 million compared to 2018. The increase was mainly due to lease payments being reclassified to financing cash flow following the IFRS 16 implementation, increased dividend paid, and share buy-back partially offset by decreased repayment of finance debt and higher cash inflow from collateral related to derivatives.

 

Financial assets and debt

The net debt to capital employed ratio before adjustments at year end increased from 20.6% in 2018 to 28.5% in 2019, mainly due to implementation of IFRS 16 Lease. See section 5.2 for non-GAAP measures for net debt ratio. Net interest-bearing debt increased from USD 11.1 billion to USD 16.4 billion. During 2019 Equinor's total equity decreased from USD 43.0 billion to USD 41.2 billion, mainly driven by lower liquids and gas prices and liquids volumes in 2019, higher net impairments and increased capital distributions. Equinor has paid out four quarterly dividends in 2019. For the fourth quarter of 2019 the board of directors proposed to the AGM to increase the dividend from USD 0.26 to USD 0.27 per share.  For further information, see note 17 Shareholders equity and dividends to the Consolidated financial statements.

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

Equinor, Annual Report on Form 20-F 2019    91 


 

Funding needs arise as a result of Equinor’s general business activities. Equinor generally seeks to establish financing at the corporate (top company) level. Project financing will however be used where considered appealing. Equinor aims to have access to a variety of funding sources across different markets and instruments at all times, as well as to maintain relationships with a core group of international banks that provide a wide range of banking services.

 

 

 

92   Equinor, Annual Report on Form 20-F 2019     


 

Moody's and Standard & Poor's (S&P) provide credit ratings on Equinor. Equinor’s current long-term ratings are AA- with a stable outlook and Aa2 with a stable outlook from S&P and Moody’s, respectively. The short-term ratings are P-1 from Moody's and A-1+ from S&P. In order to maintain financial flexibility going forward, Equinor intends to keep key financial ratios at levels consistent with the objective of maintaining a long-term credit rating at least within the single A category on a stand-alone basis (Current corporate rating includes one notch uplift from Standard & Poor’s and two notch uplift from Moody’s).

  

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. Equinor’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 the long-term debt portfolio. Equinor’s funding and liquidity activities are handled centrally.

 

Equinor 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 2019, approximately 24% of Equinor’s liquid assets were held in USD-denominated assets, 28% in NOK, 20% in EUR, 6% in GBP, 9% in DKK and 13% in SEK, before the effect of currency swaps and forward contracts. Approximately 42% of Equinor’s liquid assets were held in time deposits, 43% in treasury bills and commercial paper, 7 % in money market funds and 3% in bank deposits. As of 31 December 2019, approximately 3.9% of Equinor’s liquid assets were classified as restricted cash (including collateral deposits).

 

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

 

Long-term funding is raised when a need is identified for such financing based on Equinor’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 filed with the SEC in the US 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 Equinor’s borrowings is in USD.

 

On 13 November 2019, Equinor issued USD 1 billion in new bonds with 30 years maturity. On 5 September 2018 Equinor issued USD 1 billion in new bonds with 10 years maturity.  All the bonds are unconditionally guaranteed by Equinor Energy AS. For more information, see note 18 Finance debt to the Consolidated financial statements.

 

Financial indicators

 

 

 

 

 

 

 

  For the year ended 31 December

(in USD million)

2019

2018

 

 

 

 

Gross interest-bearing debt 1)

29,032

25,727

Net interest-bearing debt before adjustments

16,429

11,130

Net debt to capital employed ratio 2)

28.5%

20.6%

Net debt to capital emplyed ratio adjusted, including lease liabilities 3)

29.5%

 

Net debt to capital employed ratio adjusted 3)

23.8%

22.2%

Cash and cash equivalents

5,177

7,556

Current financial investments

7,426

7,041

 

 

 

 

1)

Defined as non-current and current finance debt.

2)

As calculated based on IFRS balances. 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, Equinor makes adjustments to capital employed as it would be reported under IFRS. Restricted funds held as financial investments in Equinor Insurance AS and Collateral deposits are added to the net debt while the lease liabilities are taken out of the net debt. See section 5.2 Net debt to capital employed ratio for a reconciliation of capital employed and a discussion of why Equinor considers this measure to be useful.

 

 

 

 

Equinor, Annual Report on Form 20-F 2019    93 


 

Gross interest-bearing debt

Gross interest-bearing debt was USD 29.0 billion and USD 25.7 billion at 31 December 2019 and 2018, respectively. The implementation of IFRS 16 has increased the gross interest-bearing debt by adding lease liabilities of USD 4.2 billion on
1 January 2019. The USD 3.3 billion net increase from 2018 to 2019 was due to an increase in current finance debt of USD 1.6 billion and in non-current finance debt of USD 1.7 billion. The weighted average annual interest rate was 3.53% and 3.67% at 31 December 2019 and 2018, respectively. Equinor’s weighted average maturity on finance debt was nine years at 31 December 2019 and nine years at 31 December 2018.

 

Net interest-bearing debt

Net interest-bearing debt before adjustments were USD 16.4 billion and USD 11.1 billion at 31 December 2019 and 2018, respectively. The increase of USD 5.3 billion from 2018 to 2019 was mainly related to an increase in gross interest-bearing debt of USD 3.3 billion, which includes IFRS 16 Lease implementation effects of USD 4.2 billion, a decrease in cash and cash equivalents of USD 2.4 billion offset by a USD 0.4 billion increase in current financial investments.

 

The net debt to capital employed ratio

The net debt to capital employed ratio before adjustments was 28.5% and 20.6% in 2019 and 2018, respectively.

 

The net debt to capital employed ratio adjusted (non-GAAP financial measure, see footnote three above) was 23.8% and 22.2% in 2019, and 2018, respectively.

 

The 7.9 percentage points increase in net debt to capital employed ratio before adjustments from 2018 to 2019 was related to the increase in net interest-bearing debt of USD 5.3 billion in combination with an increase in capital employed of USD 3.5 billion.

 

The 1.6 percentage points increase in net debt to capital employed ratio adjusted from 2018 to 2019 was related to the increase in net interest-bearing debt adjusted of USD 0.6 billion in combination with a decrease in capital employed adjusted of USD 1.2 billion.

 

Cash, cash equivalents and current financial investments

Cash and cash equivalents were USD 5.2 billion and USD 7.6 billion at 31 December 2019 and 2018, 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 Equinor’s liquidity management, amounted to USD 7.4 billion and USD 7.0 billion at 31 December 2019 and 2018, respectively.

 

 

 

 

 

 

 

 

 

 

Investments

In 2019, capital expenditures, defined as Additions to PP&E, intangibles and equity accounted investments in note 3 Segments to the Consolidated financial statements, amounted to USD 14.8 billion of which USD 10.0 billion were organic capital expenditures[12] .

 

In 2018, capital expenditures were USD 15.2 billion, as per note 3 Segments to the Consolidated financial statements, of which organic capital expenditures amounted to USD 9.9 billion12.

 

In 2017, capital expenditures were USD 10.8 billion, as per note 3 Segments to the Consolidated financial statements, of which organic capital expenditures amounted to USD 9.4 billion12.

 

In Norway, a substantial proportion of 2020 capital expenditures will be spent on ongoing development projects such as Johan Castberg, Martin Linge and Johan Sverdrup phase 2, in addition to various extensions, modifications and improvements on currently producing fields.

 

Internationally, we currently estimate that a substantial proportion of 2020 capital expenditure will be spent on the following ongoing and planned development projects: Peregrino in Brazil, and onshore and offshore activity in the US.

 

Within renewable energy, capital expenditure in 2020 is expected to be spent mainly on offshore wind projects. 

 


[12] See section 5.2 for non-GAAP measures.

94   Equinor, Annual Report on Form 20-F 2019     


 

Equinor 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, Equinor 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 joint venture partners agree to commit to. A large part of the capital expenditure for 2020 is committed.

 

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

 

Equinor, Annual Report on Form 20-F 2019    95 


 

Principal contractual obligations

The following table summarises 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 payable by Equinor to entities accounted for in the Equinor group using the equity method are included in the table below with Equinor’s full proportionate share. For assets that are included in the Equinor accounts through joint operations or similar arrangements the amounts in the table include the net commitment payable by Equinor (i.e. Equinor’s proportionate share of the commitment less Equinor's ownership share in the applicable entity).

 

Principal contractual obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 December 2019

 

Payment due by period 1)

(in USD million)

Less than 1 year

1-3 years

3-5 years

More than 5 years

Total

 

 

 

 

 

 

 

Undiscounted non-current finance debt- principal and interest2)

2,567

4,370

6,238

19,016

32,191

Undiscounted leases3)

1,210

1,483

673

1,241

4,607

Nominal minimum other long-term commitments4)

2,165

3,927

2,860

4,518

13,470

 

 

 

 

 

 

 

Total contractual obligations

5,942

9,780

9,771

24,775

50,268

 

 

 

 

 

 

 

1)

''Less than 1 year'' represents 2020; ''1-3 years'' represents 2021 and 2022, ''3-5 years'' represents 2023 and 2024, 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 relate to interest.

3)

See note 5 Financial risk management to the Consolidated financial statements.

4)

See note 24 Other commitments and contingencies to the Consolidated financial statements.

 

 

 

 

 

 

 

Equinor had contractual commitments of USD 5,205 million at
31 December 2019. The contractual commitments reflect Equinor's share and mainly comprise construction and acquisition of property, plant and equipment.

 

Equinor’s projected pension benefit obligation was USD 8,363 million, and the fair value of plan assets amounted to USD 5,589 million as of 31 December 2019. Company contributions are mainly related to employees in Norway. See note 19 Pensions to the Consolidated financial statements for more information.

 

Off balance sheet arrangements

Equinor is party to various agreements, such as 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. From January 1 2019 Equinor has implemented IFRS 16 Leases which requires that all leases shall be recognised in the balance sheet, as described in note 23 Implementation of IFRS 16 to the Consolidated financial statements. Equinor 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 24 Other commitments and contingencies to the Consolidated financial statements for more information.

96   Equinor, Annual Report on Form 20-F 2019     


 

2.11

Risk review

 

 

 

Risk factors

Equinor is exposed to risks that separately, or in combination, could affect its operational and financial performance. In this section, some of the key risks are addressed.

Risks related to our business, strategy and operations

This section describes the most significant potential risks relating to Equinor`s business, strategy and operations.

Oil and natural gas price. Fluctuating prices of oil and/or natural gas impact our financial performance. Generally, Equinor will not have control over the factors that affect the prices of oil and natural gas.

The prices of oil and natural gas have fluctuated significantly over the last few years. There are several reasons for these fluctuations, but fundamental market forces beyond the control of Equinor or other similar market participants have impacted and will continue to impact oil and natural gas prices in the future.

Factors that affect the prices of oil and natural gas include:

·        economic and political developments in resource-producing regions

·        global and regional supply and demand;

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

·        adverse social and health situations in any country, including an epidemic or pandemic, measures taken by governments and non-governmental organisations in response to such situations, and the effects of such situations on demand;

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

·        regulations and actions of governments and international organizations, 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;

·        increased supply from new oil and gas sources; and

·        weather conditions.

Recently, there has been significant price volatility, triggered, among other things by the changing dynamic among Opec+ members and the uncertainty regarding demand created by the Covid-19 pandemic.  See also Covid-19 pandemic below.   

Decreases in oil and/or natural gas prices could have an adverse effect on Equinor's business, the results of operations, financial condition and liquidity and Equinor's ability to finance planned capital expenditure, including possible reductions in capital expenditures which in turn could lead to reduced reserve replacement.

A significant or prolonged period of low oil and natural gas prices or other indicators could, if deemed to have longer term impact, lead to reviews for impairment of the group's oil and natural gas assets. Such reviews would reflect 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 Equinor'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. See also Note 2 Significant accounting policies to the Consolidated financial statements for a discussion of key sources of uncertainty with respect to management’s estimates and assumptions that affect Equinor’s reported amounts of assets, liabilities, income and expenses and Note 10 Property, plants and equipment to the Consolidated financial statements for a discussion of price assumptions and sensitivities affecting the impairment analysis.

Covid-19 pandemic. The Covid-19 pandemic could affect demand for, and supply of, oil and gas, commodity prices and Equinor’s ability to operate its facilities effectively.

Recently, the Covid-19 pandemic has been declared a global emergency by the World Health Organisation (WHO), and has made countries and organisations, including Equinor, take measures to mitigate risk for communities, employees and business operations. The pandemic continues to progress and evolve, and at this juncture it is challenging to predict the full extent and duration of resulting

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operational and economic impact for Equinor. A continued development of the pandemic and mitigating actions implemented by health authorities create uncertainty related to commodity prices and demand for and supply of oil and gas, as well as uncertainty related to the key assumptions applied in the valuation or our assets. Mitigating actions and the consequences of the spread of the virus might also affect Equinor’s ability to operate its facilities effectively and to maintain production at planned levels, in addition to creating a risk in respect of the execution of Equinor’s project portfolio.

Proved reserves and expected reserves estimates. Equinor’s crude oil and natural gas reserves are based on estimates and Equinor’s future production, revenues and expenditures with respect to its reserves may differ from these estimates.

 

 

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The reliability of the reserve estimates is dependent on:

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

·        the production performance of Equinor’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 the estimates are made.

Many of the factors, assumptions and variables involved in estimating reserves are beyond Equinor’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 Equinor’s reserve data.

In addition, proved reserves are estimated based on the US Securities and Exchange Commission (SEC) requirements and may therefore differ substantially from Equinor’s view on expected reserves. 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 Equinor’s 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. Conversely, 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.

Global operations. Equinor is engaged in global activities that involve several technical, commercial and country-specific risks.

Technical risks of Equinor’s exploration activities relate to Equinor’s ability to conduct its seismic and drilling operations in a safe and efficient manner and to encounter commercially productive oil and gas reservoirs.

Technical risks of Equinor’s renewable energy activities relate to Equinor’s ability to design and perform renewable projects, including assembly and installation of wind turbines and solar panels for our wind and solar farms, respectively, as well as the operation and maintenance.

Commercial risks relate to Equinor’s ability to secure access to new business opportunities in an uncertain global, competitive environment and to recruit and maintain competent personnel.

Country-specific risks relate, among other things, to health, safety and security, the political environment, compliance with and understanding of local laws, regulatory requirements and/or license agreements, and impact on the environment and the communities in which Equinor operates. 

These risks may adversely affect Equinor’s current operations and financial results, and, for its oil- and gas activities, its long-term replacement of reserves.

Decline of reserves. Failure to acquire, discover and develop additional reserves, will result in material decline of reserves and production from current levels.

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

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

In particular, 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 Equinor is unable to develop partnerships with national oil companies, its ability to find and acquire or develop additional reserves will be limited.

In addition, Equinor’s US onshore portfolio contains significant amounts of undeveloped resources that depend on Equinor’s ability to develop these successfully. Low oil and/or gas prices over a sustained period of time may result in Equinor deciding not to develop these resources or at least deferring development awaiting improved prices.

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

Equinor, Annual Report on Form 20-F 2019    99 


 

Exploration, project development, operation and transportation related to oil and natural gas, as well as development and operation of renewable energy production, can be hazardous. In addition, Equinor’s activities and operations are affected by external factors like difficult geographies, climate zones and environmentally sensitive regions.

Risks that could affect health, safety and the environment include human error, operational failures, detrimental substances, subsurface behavior, technical integrity failures, vessel collisions, natural disasters, adverse weather conditions and other occurrences. These risks could, among other things, lead to blowouts, structural collapses, loss of containment of hydrocarbons or other hazardous materials, fires, explosions and water contamination that cause harm to people, loss of life or environmental damage.

In particular, 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 represent a significant risk to people and the environment.

As operations are subject to inherent uncertainty, it is not possible to guarantee that the management system or other policies and procedures will be able to identify all aspects of health, safety and environmental risks. It is also not possible to say with certainty that all activities will be carried out in accordance with these systems.

Climate change and transition to a lower carbon economy. A transition to a lower carbon economy will impact Equinor’s business and entails risks related to policy, legal, regulatory, market, technology and reputation.

Risks related to changes in policies, laws and regulations: Equinor expects and is preparing for regulatory changes and policy measures targeted at reducing greenhouse gas emissions. Stricter climate regulations and policies could impact Equinor's financial outlook, including the carrying value of its assets, whether directly through changes in taxation or other costs to operations and projects, or indirectly through changes in consumer behavior or technology developments. Equinor expects greenhouse gas emission costs to increase from current levels and to have a wider geographical range than today. We apply an internal carbon price of at least USD 55 per tonne of CO2 in investment analysis. In countries where the actual or predicted carbon price is higher than USD 55, we apply the actual or expected cost, such as in Norway where both a CO2 tax and the EU Emission Trading System (EU ETS) apply.

Other regulatory risks entail litigation risk and potential direct regulations in line with increasing carbon neutrality ambitions in various jurisdictions, such as the EU’s European Green Deal. Climate-related policy changes may also reduce access to prospective geographical areas for future exploration and production. Disruptive developments may not be ruled out, possibly triggered by severe weather events affecting public perception and policy making.

Market and technology risks: A transition to a low carbon economy contributes to uncertainty over future demand and prices for oil and gas as described in the section “Oil and natural gas price”. Such price sensitivities of the project portfolio are illustrated in the “portfolio sensitivity test” as described in section 2.12. Increased demand for and improved cost competitiveness of renewable energy, and innovation and technology changes supporting the further development and use of renewable energy and low-carbon technologies, represent both threats and opportunities for Equinor. The effectiveness of the choices Equinor makes regarding investing in and pursuing renewable business opportunities is subject to risk and uncertainty.

Reputational and financial impact: Increased concern over climate change could lead to increased expectations to fossil fuel producers, as well as a more negative perception of the oil and gas industry. This could lead to litigation and divestment risk and could also have an impact on talent attraction and retention and on our licenses to operate in certain jurisdictions.

All of these risks could lead to an increased cost of capital. For example, certain lenders have recently indicated that they will direct or restrict their lending activities based on environmental parameters. 

Equinor’s climate roadmap, including climate ambitions, has been established to manage risks related to climate change. There is no assurance that Equinor’s climate ambitions will be achieved. The achievement of Equinor’s Net Carbon Intensity ambition depends, in part, on broader societal shifts in consumer demands and technological advancements, each of which are beyond Equinor’s control. Should society’s demands and technological innovation not shift in parallel with Equinor’s pursuit of significant greenhouse gas emission reductions, Equinor’s ability to meet its climate ambitions will be impaired. 

Physical effects of climate change. Changes in physical climate parameters could impact Equinor’s operations.

Examples of parameters that could impact Equinor’s operations include increasing frequency and severity of extreme weather events, rising sea level, changes in sea currents and restrained water availability. There is also uncertainty regarding the magnitude and time horizon for the occurrence of physical impacts of climate change, which increases uncertainty regarding their potential impact on Equinor. 

Hydraulic fracturing. Equinor is exposed to risks as a result of its use of hydraulic fracturing.

Equinor'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, Regulatory and Compliance Risks”. A case of subsurface migration of hydraulic fracturing fluids

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or a case of spillage or mishandling of hydraulic fracturing fluids during these activities could subject Equinor to civil and/or criminal liability and the possibility of incurring substantial costs, including for environmental remediation. 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. Changes to the applicable regulatory regimes 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 Equinor's US onshore business and the demand for its fracturing services.

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

Security threats such as acts of terrorism, cyber-attacks and insider threats against Equinor's production and exploration facilities, offices, pipelines, means of transportation, digital infrastructure or computer or information systems, or breaches of Equinor's security system, could result in losses. In particular, the scale, sophistication and severity of cyber-attacks continue to evolve. Increasing digitization and reliance on information technology systems make managing cyber-risk a priority for many industries, including the energy industry. Failure to manage these 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. Equinor 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. See also “Supervision, regulatory reviews and financial reporting—Remediation [process] of material weakness in internal control over financial reporting”.

In particular, failure to maintain and develop IT security barriers, which are intended to protect Equinor’s information systems and digital infrastructure from being compromised by unauthorized parties, may affect the confidentiality, integrity and availability of Equinor’s information systems and digital infrastructure, including those critical to its operations. Attacks on Equinor’s information systems could result in significant financial damage to Equinor, including as a result of material losses or loss of life due to such attacks.

In addition, failure to remediate the material weakness in our internal control over financial reporting due to control deficiencies in the operation of controls related to our management of information technology (IT) access controls could increase our exposure to a cyber-attack on our information systems.

Crisis management systems. Equinor's crisis management systems may prove inadequate.

If Equinor 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 effectuated, or not effectuated quickly enough, its business, operations and reputation could be severely affected. Inability to restore or replace critical capacity could prolong the impact of any disruption and could severely affect Equinor's business and operations. A crisis or disruption might occur as a result of a security or cybersecurity incident or if a risk described under “Health, safety and environmental” materializes.

Competition; innovation. Equinor encounters competition from other companies in all areas of its operations. Equinor could be adversely affected if competitors move faster than it in the development and deployment of new technologies and products.

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

Technology and innovation are key competitive advantages in Equinor’s industry. The ability to maintain efficient operations, develop and adapt to innovative technologies and digital solutions and seek profitable low-carbon energy solutions are key success factors for future business and resulting performance. Competitors may be able to invest more than Equinor in developing or acquiring intellectual property rights to technology. Equinor could be adversely affected if it lags behind competitors and the industry in general in the development or adoption of innovative technologies, including digitalisation and low-carbon energy solutions.

Project development and production operations. Equinor’s development projects and production operations involve uncertainties and operating risks which could prevent Equinor from realising profits and cause substantial losses.

Oil and gas projects and renewable 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, challenging soil conditions, accidents, mechanical and technical difficulties, challenges due to new technology or inadequate investment decision basis. This is particularly relevant for Equinor’s activities in deep waters or other harsh environments. In US onshore, low regional prices may render certain areas unprofitable, and Equinor may curtail production until prices recover. Prolonged low oil, gas and power prices, combined with high levels of tax and government take in several jurisdictions, could erode the profitability of some of Equinor’s activities.

Equinor, Annual Report on Form 20-F 2019    101 


 

Strategic objectives. Equinor may not achieve its strategic objective of successfully exploiting profitable opportunities.

Equinor intends to continue to nurture attractive commercial opportunities to create value. This may involve acquisition of new businesses, properties or moving into new markets. Failure by Equinor to successfully pursue and exploit new business opportunities, including in new energy solutions, could result in financial losses and inhibit value creation.

Equinor’s ability to achieve this strategic objective depends on several factors, including the ability to:

·        maintain Equinor’s zero-harm safety culture;

·        identify suitable opportunities;

·        build a significant and profitable renewables portfolio on the expected timeline;

·        achieve its ambitions to reduce net carbon intensity and reach carbon neutral global operations on the expected timeline;

·        negotiate favorable terms;

·        compete efficiently in the rising global competition for access to new opportunities;

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

·        effectively integrate acquired properties or businesses into Equinor's operations;

·        arrange financing, if necessary; and

·        comply with legal regulations.

Equinor anticipates significant investments and costs as it cultivates business opportunities in new and existing markets. New projects and acquisitions may have different embedded risks than Equinor’s existing portfolio. As a result, new projects and acquisitions could result in unanticipated liabilities, losses or costs, as well as Equinor 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 Equinor’s day-to-day operations to the integration of acquired operations or properties. Equinor 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 Equinor, if at all, and it may, in the case of equity, be dilutive to Equinor’s earnings per share.

Transportation infrastructure. The profitability of Equinor’s oil, gas and power production in remote areas may be affected by infrastructure constraints.

Equinor’s ability to commercially exploit discovered petroleum resources depends, among other factors, on infrastructure to transport oil and gas to potential buyers at a commercial price. Oil is transported by vessels, rail or pipelines to refineries, and natural gas is transported to processing plants and end users by pipeline or vessels (for liquefied natural gas). Equinor’s ability to commercially exploit renewable opportunities depends on available infrastructure to transmit electric power to potential buyers at a commercial price. Electricity is transmitted through power transmission and distribution lines. Equinor must secure access to a power system with sufficient capacity to transmit the electric power to the customers. Equinor may be unsuccessful in its efforts to secure transportation, transmission and markets for all its potential production.

International political, social and economic factors. Equinor has interests in regions where political, social and economic instability could adversely affect Equinor’s business.

Equinor has assets and operations in several regions around the globe where negative political, social and economic developments could occur. These developments and related security threats require continuous monitoring. Political instability, civil strife, strikes, insurrections, acts of terrorism and acts of war, adverse and hostile actions against Equinor’s staff, its facilities, its transportation systems and its digital infrastructure (cyberattacks) may cause harm to people and disrupt or curtail Equinor’s operations and business opportunities, lead to a decline in production and otherwise adversely affect Equinor’s business, operations, results and financial condition.

Recently, the UK’s exit from the EU (Brexit) has created uncertainty with respect to the UK’s future relationship with the EU. In particular, this uncertainty affects Equinor as it relates to future energy and trade policies and the movement of people.

Equinor also has investments in Argentina where newly adopted foreign exchange and price regulations could adversely affect Equinor's business.

Workforce. Equinor may not be able to secure the right level of workforce competence and capacity.

As the energy industry is a long-term business, it needs to take a long-term perspective on workforce capacity and competence. The uncertainty of the future of the oil industry, in light of potential reduced oil and natural gas prices, climate policy changes, as well as the climate debate affecting the perception of the industry, pose a risk to securing the right level of workforce competence and capacity through industry cycles.

 Insurance coverage. Equinor’s insurance coverage may not provide adequate protection from losses.

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Equinor maintains insurance coverage that includes coverage for physical damage to its properties, third-party liability, workers’ compensation and employers’ liability, general liability, sudden pollution and other coverage. Equinor’s insurance coverage includes deductibles that must be met prior to recovery and is subject to caps, exclusions and limitations. There is no assurance that such coverage will adequately protect Equinor against liability from all potential consequences and damages. Uninsured losses could have a material adverse effect on Equinor’s financial position.

Legal, regulatory and compliance risks

International governmental and regulatory framework. Equinor’s operations are subject to dynamic political and legal factors in the countries in which it operates.

Equinor has assets in several 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. Equinor's oil and gas 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 energy companies. 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;

          nationalization or expropriation of Equinor’s assets;

          unilateral cancellation or modification of Equinor's license or contractual rights;

          the renegotiation of contracts;

          payment delays; and

          currency exchange restrictions or currency devaluation.

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

Policies and actions of the Norwegian State could affect Equinor’s business.

The Norwegian State governs the management of NCS hydrocarbon resources through legislation, such as the Norwegian Petroleum Act, tax law and safety and environmental laws and regulations. The Norwegian State awards licenses for exploration, development projects, production, transportation and applications for production rates for individual fields. The Petroleum Act provides that if important public interests are at stake, the Norwegian State may instruct operators on the NCS to reduce petroleum production.

The Norwegian State has a direct participation in petroleum activities through the State's direct financial interest (SDFI). In the production licenses in which the SDFI holds an interest, the Norwegian State has the power to direct petroleum licenses’ actions in certain circumstances. See also section 2.7.

If the Norwegian State were to change laws, regulations, policies or practices relating to energy or to the oil and gas industry (including in response to environmental, social or governance concerns), or take additional action under its activities on the NCS, Equinor’s international and/or NCS exploration, development and production activities and the results of its operations could be affected.

Health, safety and environmental laws and regulations. Compliance with health, safety and environmental laws and regulations that apply to Equinor’s activities and operations could materially increase Equinor’s costs. The enactment of, or changes to, such laws and regulations could increase such costs or create compliance challenges.

Equinor 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, as well as in response to concerns relating to climate change, including:

          higher prices on greenhouse gas emissions;

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

          remediation of environmental contamination and adverse impacts caused by Equinor’s activities;

          decommissioning obligations and related costs; and

          compensation of costs related to persons and/or entities claiming damages as a result of Equinor’s activities.

In particular, Equinor’s activities are 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.

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Equinor’s investments in US onshore producing assets are 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. Equinor supports Federal regulation of methane emissions and aims to operate in compliance with all current requirements. Equinor has also joined voluntary emission reduction programmes (One Future and API’s Environmental Partnership) and implemented a climate roadmap to reduce CO2 and methane emissions. To the extent new or revised regulations impose additional compliance or data gathering requirements, Equinor could incur higher operating costs.

Compliance with laws, regulations and obligations relating to climate change and other health, safety and environmental laws and 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 Equinor. For more information about climate change related to legal and regulatory risks, see the risks described under the heading “Transition to a lower carbon economy” in “Risks related to our business, strategy and operations” in this section.

Supervision, regulatory reviews and financial reporting. Equinor conducts business in many countries and its products are marketed and traded worldwide. Equinor 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 labor and employment practices.

Violations of applicable laws and regulations may lead to legal liability, substantial fines and other sanctions for noncompliance.

Equinor is subject to supervision by the Norwegian Petroleum Supervisor (PSA), which supervises all aspects of Equinor’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. As its business grows internationally, Equinor may become subject to supervision or be required to report to other regulators, and such supervision could result in audit reports, orders and investigations.

Equinor is listed on both the Oslo Børs and New York Stock Exchange (NYSE) and is a reporting company under the rules and regulations of the US Securities and Exchange Commission (the SEC). Equinor 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. 

Equinor is also subject to financial review from financial supervisory authorities such as the Norwegian Financial Supervisory Authority (FSA) and the SEC. Reviews performed by these authorities could result in changes to previously published financial statements and future accounting practices. In addition, failure of external reporting to report data accurately and in compliance with applicable standards could result in regulatory action, legal liability and damage to Equinor’s reputation.

Material weakness in internal control over financial reporting. Failure to remediate the material weakness could cause internal control over financial reporting to continue to be ineffective and potentially affect our share price.

Our management and external auditors have concluded that our internal control over financial reporting as of December 31, 2019 was not effective due to the existence of control deficiencies in the operation of controls related to our management of information technology (IT) user access controls as described under 3.10 Risk Management and internal controls that in aggregate represent a material weakness in our internal control over financial reporting. Our management is actively taking remediation efforts to address this material weakness. However, there is no assurance as to when such remediation will be completed or that additional material weaknesses will not occur in the future. These deficiencies did not result in a material misstatement to the Consolidated financial statements. However, until remediated, these deficiencies could result in a material misstatement to the Consolidated financial statements in the future that would not be prevented or detected on a timely basis. Failure to remediate the material weakness could cause internal control over financial reporting to continue to be ineffective and could also cause investors to lose confidence in reported financial information and potentially impact the share price. See 3.10 Risk management and internal controls.

Anti-corruption, anti-bribery laws, human rights policy and Equinor Code of Conduct. Non-compliance with anti-bribery, anti-corruption and other applicable laws, including failure to meet Equinor’s ethical requirements, including our Human Rights policy, exposes Equinor to legal liability and damage to its reputation, business and shareholder value.

Equinor has activities in countries which present corruption risks and which may have weak protection of human rights, weak legal institutions and lack centralised control and transparency. In addition, governments play a significant role in the energy sector, through ownership of resources, participation, licensing and local content which leads to a high level of interaction with public officials. Equinor is 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 or bribery laws could expose Equinor to investigations from multiple authorities and 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 Equinor Code of Conduct could be damaging to Equinor’s

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reputation, competitive position and shareholder value. Similarly, failure to uphold our Human Rights policy may damage our reputation and social licence to operate.

International sanctions and trade restrictions. Equinor’s activities may be affected by international sanctions and trade restrictions.

In 2019 there were several changes to sanctions and international trade restrictions. Equinor seeks to comply with these where they are applicable. Given that Equinor has a diverse portfolio of projects worldwide, this could expose its business and financial affairs to political and economic risks, including operations in markets or sectors targeted by sanctions and international trade restrictions.

Sanctions and trade restrictions are complex, are becoming less predictable and are often implemented on short notice. For example, in 2019 new trade restrictions were introduced in relation to Turkey, where Equinor has activities. Equinor’s business portfolio is evolving and will constantly be subject to review. Given the current trend in relation to the use of trade restrictions, it is possible that Equinor will decide to take part in new business activity in markets or sectors where sanctions and trade restrictions are particularly relevant.

While Equinor remains committed to do business in compliance with sanctions and trade restrictions and takes steps to ensure, to the extent possible, compliance therewith, there can be no assurance that no Equinor entity, officer, director, employee or agent is not in violation of such sanctions and trade restrictions. Any such violation, even if minor in monetary terms, could result in substantial civil and/or criminal penalties and could materially adversely affect Equinor’s business and results of operations or financial condition.

The following discusses Equinor’s interests in certain jurisdictions:

Equinor continues to take part in business activities in Russia, where it holds an interest in several on- and offshore oil and gas projects. Some 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. Norwegian, EU and US trade restrictions and sanctions target several sectors in Russia, including the financial and energy sector, and Rosneft itself is targeted. Accordingly, the manner in which Equinor conducts its business in Russia is affected. Moreover, Equinor’s ability to continue to progress its projects in Russia relies in part on government authorisations as well as the future of sanctions and trade controls. While Equinor continues to pursue and expand its business in Russia within existing sanctions and trade controls, it is possible that future political developments could impact Equinor’s ability to continue and conclude its projects as envisaged.

In Venezuela, Equinor is a 9.67% shareholder in the mixed company Petrocedeno, which is majority owned by Venezuelan national oil company, Petróleos de Venezuela, SA (PDVSA). In addition, Equinor holds a 51% interest in a gas license offshore Venezuela. Since 2017, various international sanctions and trade controls have targeted certain Venezuelan individuals as well as the Government of Venezuela and PDVSA. In January 2019, PDVSA, and consequently its subsidiary Petrocedeno, were designated as blocked parties (SDN) by the US Office of Foreign Asset Control. The international sanctions and trade controls in place restrict to a large extent the way Equinor can conduct its business in Venezuela, and could, alone or in combination with other factors, further negatively impact Equinor’s position and ability to continue its business projects in Venezuela.

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

Equinor is providing the following disclosure pursuant to Section 13(r) of the Exchange Act. Equinor 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. Equinor’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 Organization (SSO).

From 2013 to November 2018, after closing Equinor’s office in Iran, Equinor’s activity was focused on a final settlement with the Iranian tax and SSO authorities relating to the above-mentioned agreements.

In a letter from the US State Department of 1 November 2010, Equinor was informed that [it] was not considered to be a company of concern based on its previous Iran-related activities.

Equinor has an intention to settle historic obligations in Iran while remaining compliant with applicable sanctions and trade restrictions against Iran. Since November 2018 Equinor has not conducted any activity in Iran, nor has it been able to resolve tax claims from the Iranian authorities. No payments were made to Iranian authorities during 2019.

Joint arrangements and contractors. Many of Equinor’s activities are conducted through joint arrangements and with contractors and sub-contractors which may limit Equinor’s influence and control over the performance of such operations. This exposes Equinor to financial, operational, safety and compliance risks if the operators, partners or contractors fail to fulfill their responsibilities.

Equinor, Annual Report on Form 20-F 2019    105 


 

Operators, partners and contractors may be unable or unwilling to compensate Equinor against costs incurred on their behalf or on behalf of the arrangement. Equinor is also exposed to enforcement actions by regulators or claimants in the event of an incident in an operation where it does not exercise operational control.

International tax law. Equinor is exposed to potentially adverse changes in the tax regimes of each jurisdiction in which Equinor operates.  

Changes in the tax laws of the countries in which Equinor operates could have a material adverse effect on its liquidity and results of operations.

 

Market, financial and liquidity risks

Foreign exchange. Equinor’s business is exposed to foreign exchange rate fluctuations that could adversely affect the results of Equinor’s operations.

A large percentage of Equinor’s revenues and cash receipts are denominated in USD, and sales of gas and refined products are mainly denominated in EUR and GBP. Further, Equinor pays a large portion of its income taxes, operating expenses, capital expenditures and dividends in NOK. The majority of Equinor’s long-term debt has USD exposure. Accordingly, changes in exchange rates between USD, EUR, GBP and NOK may significantly influence Equinor’s financial results. See also “Financial risk”.

Liquidity and interest rate. Equinor is exposed to liquidity and interest rate risks.

Equinor is exposed to liquidity risk, which is the risk that Equinor will not be able to meet obligations of financial liabilities when they become due. Equinor’s main cash outflows include the quarterly dividend payments and Norwegian petroleum tax payments which are paid six times per year. Liquidity risk sources include but are not limited to business interruptions and commodity and financial markets price movements. 

Equinor is exposed to interest rate risk, which is the possibility that changes in interest rates will affect future cash flows or the fair values of its financial instruments, principally long-term debt and associated derivatives. Equinor’s bonds are normally issued at fixed rates in a variety of local currencies (USD, EUR and GBP among others). Bonds are normally converted to floating USD bonds by using interest rate and currency swaps.

It is expected that the London Inter-bank Offered Rate (LIBOR) will be discontinued and replaced with alternative reference rates by the end of 2021. Equinor is exposed to LIBOR on interest rate derivatives contracts, floating rate bonds, loan agreements and facilities, among others, the majority of which, Equinor believes, provide for alternative reference rates or calculation methods upon LIBOR discontinuation. Equinor is following this transition closely.

Trading and supply activities. Equinor is exposed to risks relating to trading and supply activities.

Equinor is engaged in trading and commercial activities in the physical markets. Equinor 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 to manage price differences and volatility. Equinor also uses financial instruments to manage foreign exchange and interest rate risk. Trading activities involve elements of forecasting, and Equinor bears the risk of market movements, the risk of losses if prices develop contrary to expectations, and the risk of default by counterparties and transport of liquids.

Financial risk. Equinor is exposed to financial risk.

The main factors influencing Equinor’s operational and financial results include oil/condensate and natural gas prices and trends in the exchange rates between mainly the USD, EUR, GBP and NOK; Equinor’s oil and natural gas entitlement production volumes (which in turn depend on entitlement volumes under PSAs where applicable) and available petroleum reserves, and Equinor’s own, as well as its partners’, expertise and cooperation in recovering oil and natural gas from those reserves; and changes in Equinor’s portfolio of assets due to acquisitions and disposals.

Equinor’s operational and financial results also are affected by trends in the international oil industry, including possible actions by governments and other regulatory authorities in the jurisdictions in which Equinor operates, 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 2019 and 2018.

 

106   Equinor, Annual Report on Form 20-F 2019     


 

 

 

 

 

 

 

 

 

 

 

 

Yearly averages

2019

2018

 

 

 

Average Brent oil price (USD/bbl)

64.3

71.1

Average invoiced gas prices - Europe (USD/mmBtu)

5.8

7.0

Refining reference margin (USD/bbl)

4.1

5.3

USD/NOK average daily exchange rate

8.8

8.1

 

 

 

 

The illustration shows the indicative full-year effect on the financial result for 2020 given certain changes in the oil/condensate price, natural gas contract prices and the USD/NOK exchange rate. The estimated price sensitivity of Equinor’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 Equinor’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.

 

Fluctuating foreign exchange rates can also have a significant impact on the operating results. Equinor’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. In general, an increase in the value of USD in relation to NOK can be expected to increase Equinor’s reported net operating income.

 

Historically, Equinor’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 Taxation noof Equinor. Equinor’s earnings volatility is moderated as a result of the significant proportion of its Norwegian offshore income that is subject to this 78% tax rate in profitable periods and the significant tax assets generated by its Norwegian offshore operations in any loss-making periods.

Equinor, Annual Report on Form 20-F 2019    107 


 

 

Currently, the majority of dividends received by Equinor ASA are from Norwegian companies. 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.  For other dividends, 3% of the dividends received are subject to the standard income tax rate of 22%, giving an effective tax rate of 0.66%. Dividends from companies resident in low-tax jurisdictions in the EEA that are not able to demonstrate that they are genuinely established and carry on genuine economic business activity within the EEA and dividends from companies in low-tax jurisdictions and portfolio investments below 10% outside the EEA will be subject to the standard income tax rate of 22% based on the full amounts received.

 

See also note 5 Financial risk management to the Consolidated financial statements.

 

Disclosures about market risk

Equinor 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.

 

Risks related to state ownership

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

 

Control by the Norwegian State. The interests of Equinor’s majority shareholder, the Norwegian State, may not always be aligned with the interests of Equinor’s other shareholders, and this may affect Equinor’s activities, including its decisions relating to the NCS.

 

The Norwegian State has resolved that its shares in Equinor 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 Equinor to market the Norwegian State’s oil and gas together with Equinor’s own oil and gas as a single economic unit. Pursuant to this coordinated ownership strategy, the Norwegian State requires Equinor, in its activities on the NCS, to take account of the Norwegian State’s interests in all decisions that may affect the marketing of Equinor’s own and the Norwegian State’s oil and gas.

 

The Norwegian State directly held 67% of Equinor's ordinary shares as of 31 December 2019 and has effectively the power to influence the outcome of any vote of shareholders, including amending its articles of association and electing all non-employee members of the corporate assembly. The interests of the Norwegian State in deciding these and other matters and the factors it considers when casting its votes, especially the coordinated ownership strategy for the SDFI and Equinor’s shares held by the Norwegian State, could be different from the interests of Equinor’s other shareholders.

 

If the Norwegian State’s coordinated ownership strategy is not implemented and pursued in the future, then Equinor’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 Equinor’s position in the markets in which it operates.

 

Risk management

As discussed above, Equinor activities carry risk, and risk management is therefore an integrated part of Equinor’s business operations. Equinor’s risk management includes identifying, analysing, evaluating and managing risk in all its activities in order to create value and avoid incidents, always with Equinor’s best interest in mind.

 

To achieve optimal solutions, Equinor bases its risk management on an enterprise risk management (ERM) approach where:

          focus is on the value impact for Equinor, including upside and downside risk; and

          risk is managed in compliance with Equinor’s requirements with a strong focus on avoiding HSE and business integrity incidents (such as accidents, fraud and corruption).

 

Managing risk is an integral part of any manager’s responsibility. In general, risk is managed in the business line, but some risks are managed at the corporate level to provide optimal solutions. Risks managed at the corporate level include oil and natural gas price risks, interest and currency risks, risk dimension in the strategy work, prioritisation processes and capital structure discussions.

  

ERM involves using a holistic approach where correlations between risks and the natural hedges inherent in Equinor’s portfolio are considered. This approach allows Equinor to reduce the number of risk management transactions and avoid sub-optimisation. Some risks related to operations are partly insurable and insured via Equinor’s captive insurance company operating in the Norwegian and international insurance markets. Equinor also assesses oil and gas price hedging opportunities on a regular basis as a tool to increase financial robustness and strengthen flexibility.

 

108   Equinor, Annual Report on Form 20-F 2019     


 

Risk is integrated into the company’s Management Information System (IT tool) where Equinor’s purpose, vision and strategy are translated into strategic objectives, risks, actions and KPIs. This allows for aligning risk with strategic objectives and performance and makes risk an embedded part of a holistic decision basis. Equinor’s risk management process is aligned with ISO31000 Risk management – principles and guidelines. A standardised process across Equinor allows for comparing risk on a like-for-like basis and supports efficiency in decisions. The process seeks to ensure that risks are identified, analysed, evaluated and managed. In general, risk adjusting actions are subject to a cost-benefit evaluation (except certain safety related risks which could be subject to specific regulations).

 

Equinor’s corporate risk committee, headed by the chief financial officer, is responsible for defining, developing and reviewing Equinor's risk policies and methodology. The committee is also responsible for overseeing and developing Equinor's Enterprise Risk Management and proposing appropriate measures to adjust risk.

Equinor, Annual Report on Form 20-F 2019    109 


 

2.12

Safety, security and sustainability

 



Safety and security

Our safety and security work are guided by our commitment to prevent harm to people's health, safety and security and the environment. Equinor’s strategy defines ‘’Always safe’’ as one of three pillars and our ambition is to be an industry leader in safety and security. The management approach comprises safeguarding people and the environment through design, ongoing reviews of technical and non-technical barriers, proactive maintenance work, periodic risk assessments and emergency preparedness training, as well as through collaboration with our partners and contractors. To improve our results, we regularly evaluate monitoring indicators, review and learn from incidents, conduct verification activities, and implement improvement measures as needed.

In 2019, safety initiatives were implemented through the company-wide improvement project: “Safety beyond 2020”. The goal has been to further strengthen the safety culture and performance through risk awareness and proactive behaviour at all organisational levels. The project builds on the existing “I am Safety” governance, which highlights that individuals are personally accountable for safety. Four main areas for improvement have been identified: safety visibility, leadership and behaviour, safety indicators and learning and follow-up.

In 2019, we experienced no major accidents or incidents with fatalities[13].The total serious incident frequency including incidents with potential consequence, ended up at 0.6 incidents per million work hours in 2019, up from 0.5 in 2018.

We continued to see a reduction in the number of serious oil and gas leakages (with a leakage rate ≥ 0.1 kg per second) for the fourth consecutive year and our target of a maximum of ten leakages was reached. The number of oil spills per year decreased compared to last year. Close to 90% of the total number were spills with volumes less than one barrel, but a large onshore oil spill of 8744 m³ occurred at our South Riding Point terminal caused by the hurricane Dorian which hit Grand Bahama island in September 2019.  

Equinor faces a high threat of targeted terrorist attacks in some locations, furthermore, criminal violence is a concern for staff at some of the assets and offices. Worldwide there is a high threat of cyber-attacks, and this is expected to continue to grow. We continue to address these threats through a strengthened security culture and organisation which seeks to manage all security risks to our people, assets and information.

Personnel health and safety

Health and working environment are integral parts of our efforts to safeguard people by focusing on risk management of factors such as chemicals, noise, ergonomic workplace and psychosocial aspects. To reduce downsides and realize sustainable and lasting upsides, we monitor and manage psychosocial aspects on an ongoing basis. For 2019, the total recordable injury frequency per million hours worked (TRIF) ended at 2.5, which is an improvement from 2018. The last three years we have had a steady and significant improvement in the


[13] The incident caused by the Hurricane Dorian that hit Grand Bahama Island and our South Riding Point terminal is being investigated and the final classification is not concluded.

110   Equinor, Annual Report on Form 20-F 2019     


 

number of work-related illness cases (WRI). Despite of seeing an increase in WRI from 2018 to 2019, the number of WRIs’ is still low for 2019. Psychosocial aspects are one of the key contributors to this development, along with noise and ergonomic conditions.

Climate change 

Climate change is one of the main challenges of our time and a clear call for action. Equinor acknowledges the findings of the Intergovernmental Panel on Climate Change that human activities contribute to global warming with detrimental effects on nature, people and society at large.

Equinor recognises that the world's energy systems must be transformed in a profound way to drive decarbonisation, while at the same time ensuring universal access to affordable and clean energy and realising the United Nations Sustainable Development Goals.

Equinor has “low carbon” as one of the main strategic pillars on which the governance of the company is based, and we embed climate considerations into decision making, portfolio sensitivity tests, incentives and reporting. In 2019, Equinor reviewed its climate ambitions and launched a new Climate Roadmap at the Capital Markets Update on 6 February 2020. To ensure a competitive and resilient business model in the energy transition, and to contribute to the dual societal challenge of providing energy with less emissions, Equinor aims to:

·         reduce the net carbon intensity, from initial production to final consumption, of energy produced by at least 50% by 2050,

·         grow renewable energy capacity tenfold by 2026, developing as a global offshore wind major, and

·         strengthen its industry leading position on carbon efficient production, aiming to reach carbon neutral global operations by 2030.

Equinor’s Climate Roadmap sets out new short-, mid- and long-term ambitions to reduce our own greenhouse gas emissions and to shape our portfolio. To achieve these ambitions, we need to strengthen our collaboration with governments, customers, and industry sectors to speed up the pace of the transition and deliver solutions at scale.

Industry leading carbon efficiency – carbon neutral operations

Equinor aims to reduce the CO2 intensity of its globally operated oil and gas production to below 8kg CO2 per barrel of oil equivalent (boe) by 2025, five years earlier than the previous ambition. We also aim for carbon neutral global operations, for our operated scope 1[14]  and 2[15]  emissions,  by 2030. The main priority will be to reduce GHG emission from our own operations. Subject to positive investment decisions in the licenses, these investments will have neutral to positive net present value, in addition to strengthening future competitiveness. Remaining emissions will be compensated  through quota trading systems, such as the EU ETS, or high-quality offset mechanisms such as natural sinks. By setting this ambition, Equinor demonstrates its long-standing support to carbon pricing and the establishment of global carbon market mechanisms as outlined in the Paris Agreement.  

For our operated offshore fields and onshore plants in Norway our new climate ambitions includes reducing the absolute greenhouse gas emissions by 40% by 2030, 70% by 2040 and to near zero by 2050. By 2030 this implies annual cuts of more than 5 million tonnes, corresponding to around 10% of Norway’s total CO2 emissions. A 40% reduction by 2030 will be achieved through large industrial measures, including energy efficiency, digitalization and launch of several electrification projects. The 2030 ambition is expected to require investments of around USD 5.7 billion for Equinor and its partners.

Equinor’s operated upstream CO2 intensity for 2019 was 9.5kg CO2/boe, which is considerably lower than the industry average of 18kg CO2/boe. Scope 1 greenhouse gas emissions (GHG) were 14.7 million tonnes of CO2 equivalents in 2019. This is down 2% from 2018 and was mainly due to turnaround activities in the midstream segment.


[14] Direct GHG emissions from operations that are owned and/or controlled by the organisation.

[15] Indirect GHG emissions from energy imported from third parties, heating, cooling, and steam consumed within the organisation.

Equinor, Annual Report on Form 20-F 2019    111 


 

We delivered 303,000tonnes of CO2 emission reductions in 2019, mainly due to many smaller energy efficiency projects. So far, we have achieved around 0.9 million of the previous 2030 target[16] of 3 million tonnes of CO2 emission reductions per year.

We are exploring opportunities for further electrification of offshore fields. In 2019, the Johan Sverdrup field came on stream powered by electricity from land, making it one of the most carbon-efficient fields worldwide. In the second phase of the field development, a power hub will be installed, allowing for the Gina Krog, Ivar Aasen and Edvard Grieg fields, as well as Johan Sverdrup second phase, to be powered from the onshore grid. The area’s license partners have also agreed to work towards partial electrification of the Sleipner field, together with the Gudrun platform and other tie-ins.

The Hywind Tampen project was sanctioned in 2019. Floating wind turbines will be installed, capable of generating renewable electricity to cover around 35% of the power demand of the Snorre and Gullfaks fields in the Tampen area offshore Norway. CO2 emissions reductions are estimated to more than 200,000 tonnes per year.

Our flaring intensity in 2019 was 0.25% of hydrocarbons produced (operated control), which is slightly above our ambition of 0.2% in 2020 mainly due to increased flaring at Bakken and Mariner. This is significantly lower than the industry average of 1.1%[17]. Equinor will continue focusing on reducing flaring to achieve the ambition of zero routine flaring by 2030.   

Methane is the second most important greenhouse gas contributing to climate change. We have estimated the methane intensity[18] for our operated upstream and midstream activities to be as low as approximately 0.03%. Equinor aims to continue to pursue a methane intensity ambition of “near zero”.

Natural climate solutions, particularly protection of tropical rainforests and other land-based solutions, can contribute up to one-third of the climate efforts the world needs over the next decades. We plan to invest in the protection of tropical forests as an effective measure to combat climate change. In 2019 we collaborated with Emergent and Architecture for REDD+ Transactions (ART) on establishing high-integrity nature-based climate solutions for the private market.

Global offshore wind major 

The past few years have been transformational for Equinor’s offshore wind portfolio. With the recent additions of Dogger Bank (UK) and Empire Wind (US), we are on the path to becoming a global offshore wind major. Dogger Bank will be the world’s largest offshore wind farm development and Empire Wind will provide renewable electricity to the equivalent of one million homes in New York City.

As part of our Climate Roadmap, we expect a production capacity from renewable projects of 4 to 6 GW (Equinor equity share) in 2026, and to increase installed renewables capacity further to 12 to 16 GW towards 2035.

In 2019, Equinor’s renewable energy production (equity basis) was 1.8TWh compared to 1.3TWh in 2018. See section 2.6 Other for more details.

Accelerating decarbonisation

While it is critical for Equinor to be at the forefront of the energy transition, we will only succeed if other industries, suppliers, governments and consumers come together to find common solutions. That is why Equinor is committed to taking tangible steps to contribute to accelerating


[16] Equinor aims 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

[17] The International Association of Oil and Gas Producers (IOGP) in their Environmental Performance Indicators report 2018.

[18] Total methane emissions from our up- and midstream activities divided by the marketed gas, both on a 100% operated basis.

112   Equinor, Annual Report on Form 20-F 2019     


 

decarbonisation. Our ambition to reduce net carbon intensity by at least 50% by 2050 is a platform for further collaboration with our stakeholders in finding solutions to reducing emissions across the whole value chain.

Net carbon intensity represents the net greenhouse gases (GHG) from energy products and services provided by Equinor, from initial production to final consumption, divided by the energy produced by the company. The indicator accounts for scope 1, 2 and 3 GHG emissions, net of negative emissions from third party carbon capture, utilisation and storage (CCUS) and natural sinks. The net carbon intensity ambition is expected to be met primarily through significant growth in renewables and changes in the scale and composition of the oil and gas portfolio. Operational efficiency, CCUS and hydrogen will also be important, and recognised offset mechanisms and natural sinks may be used as a supplement[19].

 

We believe new technologies and innovation will provide the future solutions to energy and climate challenges. This is why Equinor’s R&D projects are essential. Equinor’s current ambition is to increase the low carbon (renewable energy, low carbon solutions and energy efficiency) share of R&D expenditure to 25% by 2020. In 2019 the share was around 20%.

Climate-related business risks and portfolio resilience

Our business needs to be resilient to the multiple risks – both upside and downside – posed by climate change. These include potential stricter climate regulations, changing demand for oil and gas, technologies that could disrupt our market, as well as physical effects of climate change.  A detailed overview of climate-related risk factors is provided in previous section 2.11 Risk review. We continue to report on climate related risks and opportunities in line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD).

We require all potential projects to be assessed for carbon intensity and emission reduction opportunities, at every decision phase – from exploration and business development to project development and operations. Furthermore, we require all projects to include a carbon price of at least USD 55 per tonne, to be resilient towards expected higher carbon taxes.

Since 2015 we have been performing an annual sensitivity test of our portfolio against IEA’s energy scenarios described in their World Energy Outlook (WEO) reports. The WEO 2019 describes three scenarios: Current Policies, Stated Policies and Sustainable Development (SDS). These scenarios have different oil, gas and CO2 price assumptions, which are applied in the sensitivity testing to our portfolio. The results are compared to the results generated based on our own economic planning assumptions. The SDS is a “well below 2°C” scenario (1.7-1.8 °C).  However, according to the report of the International Panel on Climate Change on impacts of a 1.5°C scenario, the oil and gas demand needs to be significantly lower than in a “well below 2°C” scenario and thus represents a larger downside for Equinor than estimated in the SDS scenario. To cater for this uncertainty, we have added a sensitivity to the IEA price, where we apply a gradual reduction in the oil price from 2020, reaching a long-term oil price assumption of USD 50 per barrel in 2040, which is USD 9 per barrel lower than the long-term oil price of USD 59 per barrel in the SDS. Under the Current Policies and the Stated Policies scenarios we would expect to see an increase in portfolio value, but under the Sustainable Development scenario (using both the IEA price assumptions and our USD 50 per barrel assumption), there would be a significant value reduction. As noted under 2.11 Risk Review—Risk Factors—Risks related to our business, strategy and operations—Oil and natural gas price, a significant or prolonged period of low oil and natural gas prices or other indicators could, if deemed to have longer term impact, lead to reviews for impairment of the group's oil and natural gas assets. See also Note 2 Significant accounting policies to the Consolidated financial statements for a discussion of key sources of uncertainty with respect to management’s estimates and assumptions that affect Equinor’s reported amounts of assets, liabilities, income and expenses and Note 10 Property, plants and equipment to the Consolidated financial statements for a discussion of price assumptions and sensitivities affecting the impairment analysis. Further details about the portfolio sensitivity test are available in our 2019 Sustainability Report.  

Climate-related upside and downside risks, and Equinor’s strategic response to these are discussed frequently by our corporate executive committee and board of directors. In 2019, the board of directors specifically discussed climate-related issues in seven of their eight ordinary board meetings. Climate-related risks were also assessed in relation to specific investment decisions. The board of director’s Safety, Sustainability and Ethics committee discussed climate-related issues in all committee meetings in 2019.      

Collaboration
We collaborate with peers and business partners to find innovative and commercially viable ways to reduce emissions across the oil and gas value chain. We have teamed up with 12 peer companies in the Oil and Gas Climate Initiative (OGCI) to help shape the industry’s climate response. To spur technology development, we are a partner in the USD +1 billion investment fund OGCI Climate Investment.

To enhance our work on reducing methane emissions, we have joined the One Future Coalition, the Climate and Clean Air Coalition Oil and Gas Methane Partnership and the Guiding Principles on Reducing Methane Emissions Across the Natural Gas Value Chain. We also welcome the constructive engagement with investors participating in Climate Action 100+.

During 2019, Equinor has undertaken a comprehensive review of its memberships in industry associations that have a position on climate and energy policy.


[19] The achievement of Equinor’s net carbon intensity ambition depends, in part, on broader societal shifts in consumer demands and technological advancements, each of which are beyond Equinor’s control. Should society’s demands and technological innovation not shift in parallel with Equinor’s pursuit of significant greenhouse gas emission reductions, Equinor’s ability to meet its climate ambitions will be impaired.

Equinor, Annual Report on Form 20-F 2019    113 


 

Creating shared value

Creating shared value is one of the three key sustainability priorities of Equinor. We aim to contribute to the development of communities where we have long-term operations. We work together with our stakeholders and partners to find mutual benefits and lasting solutions to common challenges and engage in dialogue with local communities to explain our actions and manage expectations.

Equinor creates shared value that contributes to sustainable development through:

·         Providing access to affordable, reliable, sustainable and modern energy

·         Creating value for shareholders

·         Our innovation and research and development activities

·         Hiring and development of staff, and promotion of diversity and inclusion on our workforce

·         The purchase of goods and services

·         Creating opportunities for social and economic development across our value chain through payments to governments, local job creation, local sourcing of goods and services

·         Management of social impacts and outcomes and contributing to ripple effects

During 2019, we have engaged with local industries, suppliers and other stakeholders to support major project developments in core areas like the Johan Sverdrup field offshore Norway and the Mariner field offshore UK. The Hywind Tampen project will contribute to further developing floating offshore wind technology and reducing the costs of future floating offshore wind farms, offering new industrial opportunities for the supplier industry.

In Brazil, Equinor together with Shell expanded the Mar Atento project to six municipalities along the coast. Around 300 additional fishermen were trained to provide emergency response support in case of oil spills.

As part of our long-term commitment to creating shared value, building skills and capacity in the communities where we have activities, is important. A large part of our sponsorships, donations and social investments is allocated to capacity building within science, technology, engineering and mathematics (STEM) in partnerships with academic institutions and science centers, and through our Heroes of Tomorrow programme.  

During 2019, we continued to strengthen diversity and inclusion in Equinor as described in section 2.13 Our people in this report.

 

Environmental impact and resource efficiency

Responsible management of our waste, emissions to air, discharges to sea and impact on biodiversity and eco-systems are of great importance to Equinor. We are committed to using resources efficiently.

As a large offshore oil and gas operator and a growing offshore wind power provider, responsible management of the oceans is important to us. Equinor is one of the founding patrons of the UN Global Compact Action platform for sustainable ocean business. In 2019, Equinor contributed to the development of the Ocean Opportunities Report and UN Global Compact Principles for Sustainable Ocean Business, launched in September 2019. Equinor has signed up to these nine principles.

Other focus areas for 2019 have been:

·         Improved management of produced and processed water from our offshore and onshore facilities in Norway

·         Minimising the use of freshwater and disposal of waste water in US onshore operations

·         Improved management of drilling waste

·         Improved management of our impact on biodiversity and eco-system

·         Preparation and submittal of an Environmental Plan for a possible exploration well in the Great Australian Bight. The Environmental plan was later in 2019 accepted by the Australian National Offshore Petroleum Safety and Environmental Management Authority

NOx emissions have decreased by 2% from 2018 to 2019, largely due to reduced drilling activities in the tight oil segment. SOx emissions increased with 22%, mainly caused by downtime of the sulphur treatment unit during a planned turnaround of the Mongstad refinery. Regular discharges of oil to water has increased by 9% since 2018, mostly due to higher volume of produced water from wells. Emissions of non-volatile organic compounds were reduced by 13%, mainly as a result of a decrease in oil loading volumes on the Norwegian continental shelf.

Hazardous waste quantities increased by 30% from 2018 to 2019, as large process water volumes from the Troll field was dispatched through pipelines to shore and shipped to external contractors as waste, instead of being remediated at our own facilities. Non-hazardous waste quantities increased by 29%​ mainly due large volumes of polluted soil from ground work and tank cleaning at the Kalundborg refinery.

The volume of drill cuttings from US onshore operations, classified as exempt waste, increased by 53% in 2019. The increase is mainly due to cuttings being transported as waste to landfill sites rather than collected in on-site disposal pits. Management of such waste varies with location and landowner preferences and causes year to year variations in solid exempt waste. The disposal of liquid exempt waste has increased by 17% since 2018 due to higher amount of produced water from wells. 

114   Equinor, Annual Report on Form 20-F 2019     


 

The consumption of freshwater and fracking chemicals decreased by 8% and 15%, respectively due to reduced fracking activity at Bakken and Eagle Ford in 2019.

Respecting human rights

The safety of our employees and others affected by our operations, including workers of our suppliers, are at the heart of our business. Our strategic commitment to “always safe” also translates into an expectation to respect the internationally recognised human rights of people affected by our operations.

 

Our human rights policy has been created to be consistent with the United Nations Guiding Principles on Business and Human Rights. The policy addresses the most relevant human rights issues pertaining to our operations and role as an employer, business partner, buyer, and to our presence in local communities. We express our commitment to provide a safe, healthy and secure working environment, and to treat employees and those impacted by our operations fairly and without discrimination.

After a company-wide review process on the progress of the implementation of the human rights policy, a human rights improvement project was established with the aim of strengthening processes and capabilities in our company. 

The senior leadership team have continued to develop their approach to human rights throughout 2019, and the CEO gave a keynote speech about human rights at the annual Thorolf Rafto Challenge at the Norwegian School of Economics in Bergen. In addition, human rights have been discussed and evaluated in two meetings by the BoD SSEC and once with the full BoD.

In 2019, we implemented a human rights risk assessment methodology, allowing risk to people to be reported in a consistent manner through our risk management system.

Our efforts towards awareness and training on human rights across the company have continued in 2019. In total, over 500 employees attended classroom-based targeted training sessions. Our e-learning programme on human rights has been revisited and is now made available in three languages. We have created a standalone human rights page on our website with our human rights policy translated into seven languages relevant to our business activities.

Engaging with potentially affected stakeholders is imperative to inform our operations and business plans. Grievance mechanisms form an important part of our stakeholder engagement process. Operational-level grievance mechanisms cover our activities in Brazil, Tanzania and Empire Wind operations in the USA. In addition, all seismic surveys and our renewable projects are covered by operational-level grievance mechanisms. An extensive engagement with stakeholders was undertaken in connection with the Environmental Plan for possible exploration drilling programme in the Great Australian Bight. Close engagement with fisheries has been important for our operations in Brazil and in preparation for developing the Dogger Bank offshore wind farm. In addition to these efforts, Equinor has an Ethics Helpline available to all our employees and third parties who want to communicate concerns. 

The supply chain continues to be an important focus area for our human rights efforts. Equinor’s Human Rights Expectations to Suppliers were launched in 2019. In addition, we continued onsite assessments of more than 50 suppliers across 16 countries. These assessments have enabled us to identify gaps and areas of improvement in collaboration with our suppliers to ensure that potential harm to people is reduced or eliminated. 

Our specific efforts to prevent modern slavery are described in our annual UK Modern Slavery Statement, available online.

 

Transparency, ethics and anti-corruption

Equinor is a global company with a presence in parts of the world where corruption represents a high risk. With a strategy to accelerate internationalisation and increase investments in new energy markets, 2019 represented a year of continued focus on ethics and anti-corruption. Equinor is committed to conduct our business in an ethical, socially responsible and transparent manner. We maintain an open dialog on ethical issues, both internally and externally.

Equinor’s Anti-Corruption Compliance Programme summarises the standards, requirements and procedures implemented to comply with applicable laws and regulations and maintaining our high ethical standards. Our group-wide policy ensures that anti-bribery and corruption risks are identified, and measures are taken to mitigate risk in all parts of the organisation and that concerns are reported. In 2019, we have had particular focus on integrating money laundering into to our anti-corruption workshops to increase awareness of money laundering risk within the organisation. Our ethics and anti-corruption training efforts during 2019 included both general and targeted training sessions through a combination of e-learning and workshops.

We report our payments to governments on a country-by-country and on a project-by-project and legal entities basis. Since 2018, we have published our global tax strategy, available online. These disclosures are in line with our commitment to conduct our business activities in a transparent way.

In 2019, we continued to raise awareness of the Ethics Helpline through internal information channels and training, and the number of cases totalled 194.

Equinor has long standing relationships with the UN Global Compact, the World Economic Forum’s Partnering Against Corruption Initiative

Equinor, Annual Report on Form 20-F 2019    115 


 

(PACI) and Transparency International (TI).

Equinor has been a supporter of the Extractive Industries Transparency Initiative (EITI) for many years, through board and committee representation and active participation in working groups. An Equinor representative is elected member of the EITI international board. In 2019, we were present in ten EITI-implementing countries.

116   Equinor, Annual Report on Form 20-F 2019     


 

2.13

Our people

 

 

Developing our people

As Equinor develops into a broad energy company and accelerates the use of digital solutions, our ability to drive people development is critical to the delivery of our business strategy. Building a culture of lifelong learning where our employees develop new skills faster to match changing job requirements, has been a key focus area in 2019.

 

We continue to use deployment across the company as a strong tool for driving on-the-job learning. Through all the academies in The Equinor University we intensified our formal learning activities, particularly relating to safety and digitalisation. In 2019 we more than tripled our learning activities in digital topics, including the introduction of ‘Digital Leadership’ training for our leaders. In addition, we significantly increased learning activities across the company, using e-learning and virtual classrooms as a flexible, accessible and cost-effective means to increase participation.

 

 

Early Talents

We continue to invest in our early talents through our graduate and apprentice programmes. In 2019 we welcomed 182 graduates and 157 apprentices. Through our recruitment and attraction activities we strive to increase the diversity of our early talent applicant base and hires, and our ambition was to achieve a 50-50 balance on gender and non-Norwegian background in 2019. In 2019, we made strides towards achieving this goal with a 43-57 split between female and male graduates recruited, and a 45-55 split between graduates recruited with a non-Norwegian and Norwegian background.

 

 

 

 

 

 

 

 

               

 

 

A PICTURE CONTAINING PERSON, INDOOR, STANDING, MAN

DESCRIPTION AUTOMATICALLY GENERATED     A PERSON WEARING A HAT

DESCRIPTION AUTOMATICALLY GENERATED

Integrated Operations Centre, Sandsli, Bergen, Norway.                        Bakken, Williston, North Dakota, US.

 

Permanent employees and percentage of women in the Equinor group

 

 

 

 

 

 

 

 

 

 

 

Number of employees

Women

Geographical region

2019

2018

2017

2019

2018

2017

 

 

 

 

 

 

 

Norway

18,128

17,762

17,632

31%

31%

30%

Rest of Europe

1,359

978

947

23%

25%

25%

Africa

73

79

78

36%

38%

37%

Asia

70

75

69

49%

53%

52%

North America

1,199

1,191

1,174

31%

32%

33%

South America

583

439

345

30%

32%

35%

Australia

-

1

-

0%

0%

0%

Total

21,412

20,525

20,245

30%

31%

30%

 

 

 

 

 

 

 

Non-OECD

823

701

599

32%

35%

37%

Equinor, Annual Report on Form 20-F 2019    117 


 

118   Equinor, Annual Report on Form 20-F 2019     


 

Total workforce by region, employment type and new hires in the Equinor group in 2019

 

 

 

 

 

 

 

 

Geographical region

Permanent employees

Consultants

Total workforce1)

Consultants (%)

Part time (%)

New hires

 

 

 

 

 

 

 

 

Norway

18,128

1,013

19,141

5%

3%

801

Rest of Europe

1,359

57

1,416

4%

2%

487

Africa

73

5

78

6%

0%

2

Asia

70

17

87

20%

0%

12

North America

1,199

117

1,316

9%

0%

104

South America

583

22

605

4%

0%

162

Australia

-

-

-

0%

0%

-

 

 

 

 

 

 

 

 

Total

21,412

1,231

22,643

5%

3%

1,568

 

 

 

 

 

 

 

 

Non-OECD

823

45

868

5%

NA

177

 

 

 

 

 

 

 

 

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 38,200 in 2019.



A PERSON WEARING A HELMET

DESCRIPTION AUTOMATICALLY GENERATED    A GROUP OF PEOPLE WEARING COSTUMES

DESCRIPTION AUTOMATICALLY GENERATED

 

 

People performance data relates to permanent employees in our direct employment. Equinor defines consultants as contracted personnel that are mainly based in our offices. Temporary employees and contractor personnel, defined as third party service providers to onshore and offshore operations, are not included in the table. These were roughly estimated to be 38,200 in 2019. The information about people policies applies to Equinor ASA and its subsidiaries.

 

 

Equal opportunities

Workforce diversity and inclusion 

 

We aspire to be an inclusive workplace where all individuals can share their perspectives, be themselves, develop and thrive in a safe working environment. This includes working actively to ensure that everyone has equal opportunities at Equinor.

 

Embracing diversity and driving inclusion is a fundamental part of our values - open, collaborative, courageous and caring - and an integral part of our leadership expectations. This includes working actively to ensure that everyone has equal opportunities at Equinor.  

 

In 2019, we continued to strengthen diversity and inclusion in Equinor by embedding it into our key human resources processes, such as recruitment, succession planning, performance management and leadership development. We monitor diversity in our workforce at all levels and locations and encourage and support employee initiatives that contribute to a diverse and inclusive culture. In 2019 we

Equinor, Annual Report on Form 20-F 2019    119 


 

established guidelines to further support employee resource groups in Equinor, including Women in Equinor, Differently Abled and LGBTQ+ groups.

 

Diversity to us includes age, gender, nationality, experience, competence, education, cultural background, religion, ethnicity, sexual orientation and disabilities – everything that helps shape our thoughts and perspectives. Inclusion to us means that everyone in Equinor feels like that they are part of one team, are able to bring their whole self to work, and have their voices heard to perform at their best. We believe we can only leverage the value of diversity if we have an inclusive culture where everyone feels safe to contribute.

 

In 2019 Equinor implemented a corporate diversity and inclusion (D&I) KPI, which is measured at the team level. The KPI is based on a diversity index and an inclusion index. The diversity index is flexible and holistic, meaning teams may focus on different dimensions of diversity to achieve the balance that adds most value to them. The diversity KPI monitors each business area’s progression on team diversity. The Inclusion Index is measured in our Global People Survey, and measures employees’ perception of inclusion in their teams. Our ambition is for all teams in Equinor to be diverse and inclusive by 2025.

 

To show our commitment to equal and inclusive workplaces, Equinor participated in several Gender Equality Indexes that aim to give more visibility into reporting on environmental, social and governance (ESG) from public companies. In 2019 we submitted our employees’ gender profile for inclusion in the Bloomberg Gender-Equality Index, and the Norwegian SHE Index where Equinor was ranked number 10 out of 91 of Norway’s largest companies.

 

We continuously work on mitigating unconscious biases. During 2019 classroom and online training on unconscious bias was delivered across the organisation, including all top-level leadership teams and our external recruitment providers. We will continue to deliver training on this important topic in 2020.

 

We aim for gender balance and diversity in all our leadership activities, including talent and succession reviews, leadership assessments, leadership development courses and top-tier leadership deployment. As a part of this, we pay close attention to positions and discipline areas dominated by employees of one gender. In 2019, both shares of female leaders at different levels as well as leaders with non-Norwegian background have increased and this indicates that our management approach related to diversity is contributing to improved diversity.

 

Consistent with our values and to strengthen our brand and attractiveness as an employer, we successfully implemented a global parental leave policy in all Equinor companies and health insurance in Equinor ASA effective from January 2019. A minimum of 16 weeks paid leave is offered to all employees in the group becoming parents through birth or adoption. The health insurance scheme, supplementing public health services, offers access to private specialists, medical examinations and treatments, and is similar to local health insurance already provided in our subsidiaries. We expect the scheme to have a positive effect on employees’ health and believe that both benefits support our agenda on diversity and inclusion and our general attractiveness as an employer.

 

Unions and employee representatives

Employee relations  

We believe in involving our people in the development of the company. In all countries where we are present, we involve our employees and/or their appropriate representatives according to local laws and practices. This varies from formal bodies with employee representatives to employee engagement and involvement through team or town hall meetings. 

 

In 2019, we maintained close cooperation with employee representatives through formal and informal dialogue, at relevant levels and areas of the business. In our European Works Council, we discussed matters, such as Equinor´s strategy, human rights, safety, digitalisation, GDPR and future ways of working. In May 2019, we renewed our union agreement in Brazil, covering our onshore and offshore workers, and included an amendment covering specific regulations for offshore workers.

 

120   Equinor, Annual Report on Form 20-F 2019     


 

3  Corporate governance

 

 

Equinor, Annual Report on Form 20-F 2019    121 


 

3.1 Introduction

 

Articles of association

Equinor's current articles of association were adopted at the annual general meeting of shareholders on 15 May 2018.

 

Summary of Equinor’s articles of association:

 

Name of the company

The registered name is Equinor ASA. Equinor is a Norwegian public limited company.

 

 

Registered office

Equinor’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 Equinor 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

Equinor’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

Equinor’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

Equinor 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

Equinor’s annual general meeting is held no later than 30 June each year. The annual general meeting shall address and decide adoption of the annual report and accounts, including the distribution of any dividend and any other matters required by law or the articles of association.

 

Documents relating to matters to be dealt with at general meetings do not need to be sent to all shareholders if the documents are accessible on Equinor’s website. A shareholder may request that such documents be sent to him/her.

 

Shareholders may vote in writing, including through electronic communication, during a specified period before the general meeting. In order to allow advance voting, the board of directors must stipulate applicable guidelines. Equinor'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

Equinor’s articles of association provide that Equinor 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. Equinor’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
15 May 2018.

 

Nomination committee

The tasks of the nomination committee are:

·        to present a recommendation to the general meeting regarding the election of shareholder-elected members and deputy members to the corporate assembly.

·        to present a recommendation to the general meeting regarding the election of members of the nomination committee.

·        to present a recommendation to the general meeting for the remuneration for members of the corporate assembly and the nomination committee.

122   Equinor, Annual Report on Form 20-F 2019     


 

·        to present a recommendation to the corporate assembly regarding the election of shareholder-elected members to the board of directors.

·        to present a recommendation to the corporate assembly for the remuneration for members of the board of directors.

 

The general meeting may adopt instructions for the nomination committee.

 

Code of Conduct

Ethics – Equinor’s approach

Equinor believes that responsible and ethical behaviour is a necessary condition for a sustainable business. Equinor’s Code of Conduct is based on its values and reflects Equinor’s commitment to high ethical standards in all its activities.

 

Our Code of Conduct

The Code of Conduct describes Equinor’s code of business practice and the requirements for expected behaviour. The Code of Conduct applies to Equinor’s board members, employees and hired personnel. It is divided into five main categories: The Equinor way, Respecting our people, Conducting our operations, Relating to our business partners and Working with our communities.

 

The Code of Conduct is approved by the board of directors.

 

Equinor seeks to work with others who share its commitment to ethics and compliance, and Equinor manages its risks through in-depth knowledge of suppliers, business partners and markets. Equinor 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 Equinor’s ethical requirements when working for or together with Equinor. In joint ventures and entities where Equinor does not have control, Equinor makes good faith efforts to encourage the adoption of ethics and anti-corruption policies and procedures that are consistent with its standards. Equinor will not tolerate any breaches of the Code of Conduct. Remedial measures may include termination of employment and reporting to relevant authorities.

 

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 Equinor has made available to address risk. The Code of Conduct e-learning is mandatory for all Equinor employees and hired contractors.

 

All Equinor 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 Equinor’s values and ethical requirements and creates an environment with open dialogue on ethical issues, both internally and externally.

 

Anti-Corruption Compliance Program

Equinor is against all forms of corruption including bribery, facilitation payments and trading in influence and has a company-wide anti-corruption compliance program which implements its zero-tolerance policy. The program includes mandatory procedures designed to comply with applicable laws and regulations and guidance and training on relevant topics such as gifts, hospitality and conflict of interest. A global network of compliance officers, who support the integration of ethics and anti-corruption considerations into Equinor’s business activities, constitute an important part of the program.

 

Equinor consistently works with its partners and suppliers on ethics and anti-corruption and has initiated dialogue with several partners on the risks that we jointly face and actions that can be taken to address them. The Equinor Joint Venture Anti-Corruption Compliance Program describes Equinor’s management of third-party corruption risk in non-operated joint ventures.

 

In 2019, we focused on targeted training to ensure the follow-up of the Joint Venture Anti-Corruption Compliance Program. During 2019, we also improved the anti-money laundering workstream by integrating it into the Anti-Corruption training and held targeted workshops to increase awareness of money laundering risk within the organisation. A company-wide awareness campaign regarding the Code of Conduct was held in November/December 2019.

 

Open dialogue and raising concerns

Equinor is committed to maintain an open dialogue on ethical issues. The Code of Conduct requires those who suspect a violation of the Code of Conduct or other unethical conduct to raise their concern. Employees are encouraged to discuss concerns with their leader. Equinor recognises that raising a concern is not always easy so there are several internal channels for taking concerns forward, including through People and Leadership or the ethics and compliance function in the legal department. Concerns can also be raised through the externally operated Ethics Helpline which is available 24/7 and allows for anonymous reporting and two-way communication. Equinor has a non-retaliation policy for anyone who raises an ethical or legal concern in good faith.

 

 

More information about Equinor’s policies and requirements related to the Code of Conduct is available on www.equinor.com/en/about-us/ethics-and-compliance-in-equinor.html.  

Equinor, Annual Report on Form 20-F 2019    123 


 

 

 

Compliance with NYSE listing rules

Equinor's primary listing is on the Oslo Børs, but its ADRs are listed on the NYSE. In addition, Equinor is a foreign private issuer subject to the reporting requirements of the US Securities and Exchange Commission.

 

ADRs represent the company's ordinary shares listed on the NYSE. While Equinor's corporate governance practices follow the requirements of Norwegian law, Equinor is also subject to the NYSE's listing rules.

 

As a foreign private issuer, Equinor is exempted from most of the NYSE corporate governance standards that domestic US companies must comply with. However, Equinor 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. Equinor's corporate governance principles are developed by the management and the board of directors, in accordance with the Code 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 requires an affirmative determination by the board of directors that the director has no material relationship with the company.

 

Pursuant to Norwegian company law, Equinor's board of directors consists of members elected by shareholders and employees. Equinor's board of directors has determined that, in its judgment, all 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 takes into consideration all relevant circumstances which may in the board’s view affect the directors’ independence. The directors elected from among Equinor's employees would not be considered independent under the NYSE rules because they are employees of Equinor. None of the employee-elected directors is 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. Equinor 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 instructions that are broadly comparable to the applicable committee charters required by the NYSE rules. They report on a regular basis to, and are subject to, oversight by the board of directors. For further information about the board’s committees, see 3.9 The work of the board of directors.

 

Equinor 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 Equinor's audit committee include an employee-elected director. Equinor relies on the exemption provided 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. Equinor 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.

 

Equinor does not have a nominating/corporate governance 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. Equinor, as a foreign private issuer, is exempted from complying with these rules and is permitted to follow its home country regulations. Equinor considers all its compensation committee members to be independent (under Equinor’s framework which, as discussed above, is not identical to that of NYSE). Equinor'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,

124   Equinor, Annual Report on Form 20-F 2019     


 

which is elected by the general meeting of shareholders, recommends to the corporate assembly the candidates and remuneration of the board of directors. The nomination committee also 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 Equinor'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 Equinor’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 14 May 2020 in Stavanger, Norway. As Equinor has a large number of shareholders with a wide geographic distribution, Equinor offers shareholders the opportunity to follow the AGM by live webcast from our website. The AGM is conducted in Norwegian, with simultaneous English translation during the webcast. At Equinor's AGM on 15 May 2019, 77.85 % of the share capital was represented either by advance voting, in person or by proxy.

 

The main framework for convening and holding Equinor's AGM is as follows:

 

Pursuant to Equinor’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 Equinor'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 Equinor's AGMs will be made available on Equinor's website. A shareholder may 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 in person may vote by proxy.

 

As described in the notice of the general meeting, shareholders may vote in writing, including through electronic communication, during a specified 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.

 

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 Depository (VPS), cf. section 4-10 of the Norwegian Public Limited Liability Companies Act, and the beneficial shareholder wants to vote such shares, the beneficial shareholder must re-register the shares in a separate VPS account in such beneficial shareholder’s 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 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 Equinor’s website immediately after the AGM.

 

Equinor, Annual Report on Form 20-F 2019    125 


 

An extraordinary general meeting (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.

 

The following sections outline certain types of resolutions by the general meeting of shareholders:

 

New share issues

If Equinor 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 (i.e. two-thirds of votes cast as well as two-thirds of the share capital). In addition, under Norwegian law, the shareholders have a preferential right to subscribe for new shares issued by Equinor. 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 two-thirds 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 US may require Equinor to file a registration statement in the US under US securities laws. If Equinor 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

Equinor’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 to repurchase shares 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 Equinor's articles of association, the nomination committee shall consist of four members who are shareholders or representatives of shareholders. The duties of the nomination committee are set forth in the articles of association, and the instructions for the committee are adopted by the general meeting of shareholders.

 

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

·        The annual general meeting for the election of shareholder-elected members and deputy members of the corporate assembly, and the remuneration for 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 for 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 seeks to ensure that the shareholders’ views are taken into consideration when candidates to the governing bodies of Equinor ASA are proposed. The nomination committee invites Equinor'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 Equinor's governing bodies considering Equinor's strategy and challenges and opportunities going forward. The deadline for providing input is normally set to early/mid-January so that such input may be taken into account in the upcoming nominations. In addition, all shareholders have an opportunity to submit proposals through an electronic mailbox as described on Equinor’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

126   Equinor, Annual Report on Form 20-F 2019     


 

makes its final recommendations. The committee regularly utilises external expertise in its work and provides reasons for its recommendations of candidates.

 

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 attends in lieu of the permanent member if the appointment of that member terminates before the term of office has expired.

 

Equinor's nomination committee consists of the following members as of 31 December 2019 and are elected for the period up to the annual general meeting in 2020:

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

·        Elisabeth Berge, Secretary General, Norwegian Ministry of Petroleum and Energy until 1 December 2019 (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 Umoe AS (also a member of Equinor’s corporate assembly)

·        Berit L. Henriksen, self-employed advisor

 

The board considers all members of the nomination committee to be independent of Equinor's management and board of directors.  The general meeting decides the remuneration for the nomination committee.

 

The nomination committee held 14 ordinary meetings and five telephone meetings in 2019.

 

The instructions for the nomination committee are available at www.equinor.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 Equinor'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 in Equinor ASA or a subsidiary in Norway. Such employees are non-executive personnel. The corporate assembly elects its own chair and deputy chair from and among its members.

 

Members of the corporate assembly are normally elected for a term of two years. Members of the board of directors and management cannot be members of the corporate assembly, but they are entitled to attend and to speak at meetings of the corporate assembly unless the corporate assembly decides otherwise in individual cases. All members of the corporate assembly live in Norway. Members of the corporate assembly do not have service contracts with the company or its subsidiaries providing for benefits upon termination of office.

 

An overview of the members and observers of the corporate assembly as of 31 December 2019 follows.

 

Equinor, Annual Report on Form 20-F 2019    127 


 

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 December 2019

Share ownership for members as of 11  March 2020

First time elected

Expiration date of current term

 

 

 

 

 

 

 

 

 

 

Tone Lunde Bakker

General Manager, Swedbank Norge

Oslo

1962

Chair, Shareholder-elected

No

0

0

2014

2020

Nils Bastiansen

Executive director of equities in Folketrygdfondet

Oslo

1960

Deputy chair, Shareholder-elected

No

0

0

2016

2020

Jarle Roth

CEO, Umoe AS

Bærum

1960

Shareholder-elected

No

500

500

2016

2020

Greger Mannsverk

Managing director, Kimek AS

Kirkenes

1961

Shareholder-elected

No

0

0

2002

2020

Finn Kinserdal

Associate professor, Norwegian School of Economics and Business (NHH)

Bergen

1960

Shareholder-elected

No

0

0

2018

2020

Kari Skeidsvoll Moe

General Counsel, Trønderenergi AS

Trondheim

1975

Shareholder-elected

No

0

0

2018

2020

Ingvald Strømmen

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

0

1950

Shareholder-elected

No

0

0

2006

2020

Rune Bjerke

Chair of the board, Vipps

Oslo

1960

Shareholder-elected

No

0

3050

2007

2020

Birgitte Ringstad Vartdal

CEO of Golden Ocean Management AS until November 2019

Oslo

1977

Shareholder-elected

No

250

250

2016

2020

Siri Kalvig

CEO, Nysnø Klimainvesteringer AS

Stavanger

1970

Shareholder-elected

No

0

0

2010

2020

Terje Venold

Independent advisor with various directorships

Bærum

1950

Shareholder-elected

No

250

250

2014

2020

Kjersti Kleven

Co-owner of John Kleven AS

Ulsteinvik

1967

Shareholder-elected

No

0

0

2014

2020

Sun Maria Lehmann

Union representative, Advisor Enterprise Data

Trondheim

1972

Employee-elected

No

5633

5987

2015

2021

Oddvar Karlsen

Union representative, Industri Energi

Brattholmen

1957

Employee-elected

No

604

757

2019

2021

Berit Søgnen Sandven

Union representative, Tekna/NITO, Principal Engineer Fiscal metering

Kalandseidet

1962

Employee-elected

No

3665

3905

2019

2021

Terje Enes

Union representative, SAFE, Discipl Resp Maint Mech

Stavanger

1958

Employee-elected

No

5058

1056

2017

2021

Lars Olav Grøvik

Union representative, Tekna, Advisor Petech

Bergen

1961

Employee-elected

No

7104

7481

2017

2021

Frode Mikkelsen

Union representative, Industri Energi

Hauglandshella

1957

Employee-elected

No

393

513

2019

2021

Per Helge Ødegård

Union representative, Lederne, Discipl resp operation process

Porsgrunn

1963

Employee-elected, observer

No

901

1103

1994

2021

Peter B. Sabel

Union representative, Tekna/NITO, Project Leader Geophysics

Hafrsfjord

1968

Employee-elected, observer

No

0

0

2019

2021

Anne Kristi Horneland

Union representative, Industri Energi, employee representative RIR

Hafrsfjord

1956

Employee-elected, observer

No

6768

7080

2006

2021

Total

 

 

 

 

 

31,126

31,932

 

 

128   Equinor, Annual Report on Form 20-F 2019     


 

An election of the employee-elected members of the corporate assembly was held early 2019. As of 16 May 2019, Oddvar Karlsen, Frode Mikkelsen, Sun Maria Lehmann (previous observer) and Berit Søgnen Sandven (previous deputy) were elected as new members, replacing Steinar Kåre Dale, Anne Kristi Horneland, Hilde Møllerstad and Dag-Rune Dale. Lars Olav Grøvik and Terje Enes were re-elected as members of the corporate assembly. Peter B. Sabel (previous deputy) and Anne Kristi Horneland (previous member) were elected as new observers replacing Sun Maria Lehmann and Dag Unnar Mongstad. Per Helge Ødegård was re-elected as an observer. Steinar Kåre Dale, Dag-Rune Dale (both from the former position as members), Ingvild Berg Martiniussen, Lisbeth Dybvik, Vidar Frøseth, Nils Kåre Rovik, Kjetil Gjerstad, Raymond Midtgård, Porfirio Esquivel and Terje Herland were elected as new deputy members. Tove Bjordal was re-elected as deputy member.

 

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.

 

Equinor's corporate assembly held four ordinary meetings in 2019. The chair of the board participated in all four meetings, and the CEO in three meetings (with the CFO acting on the CEO’s 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.equinor.com/corporateassembly.

  

 

 

Equinor, Annual Report on Form 20-F 2019    129 


 

3.5 Board of directors



Pursuant to Equinor'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, Equinor's board of directors consists of 11 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 an "audit committee financial expert", as defined in the SEC rules. Equinor’s board of directors has determined that, in its judgment, all the shareholder representatives on the board are considered independent. Seven board members are men, four board members are women and three board members are non-Norwegians resident outside of Norway.

 

The board held eight ordinary board meetings and two extraordinary meetings in 2019. Average attendance at these board meetings was 98.15%.

 

Further information about the members of the board and its committees, including information about expertise, experience, other directorships, independence, share ownership and loans, follows and is available on our website at www.equinor.com/board.

 

130   Equinor, Annual Report on Form 20-F 2019     


 

Members of the board of directors as of 31 December 2019:

 

 

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 Equinor ASA since 1 September 2017. Up for election in 2020.

Independent: Yes

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

Number of shares in Equinor ASA as of 31 December 2019:  4,584

Loans from Equinor: None
Experience: Reinhardsen was the chief executive officer of Petroleum Geo-Services (PGS) from 2008 to August 2017. PGS delivers global geophysical- and reservoir services. In the period 2005 to 2008, Reinhardsen was president of 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.

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

Other matters: In 2019, Reinhardsen participated in  eight ordinary board meetings, two  extraordinary board meetings, five meetings of the compensation and executive development committee and one ordinary and one extraordinary meeting of the audit committee. Reinhardsen is a Norwegian citizen and resident in Norway.

 

 

 

Jeroen van der Veer

Born: 1947

Position: Shareholder-elected deputy chair of the board, chair of the board's audit committee and member of the board's safety, sustainability and ethics  committee.

Term of office: Deputy chair of the board of Equinor ASA since 1 July 2019 and member since 18 March 2016. Up for election in 2020.

Independent: Yes

Other directorships: Chair of the Supervisory Boards of Royal Philips and Royal Boskalis Westminster NV, chair of the Supervisory Council of Technical University of Delft and member of the boards of Platform Talent voor Technologie and Prorsum AG.

Number of shares in Equinor ASA as of 31 December 2019: 3,000

Loans from Equinor: None

Experience: van der Veer was the chief executive officer in the international oil and gas company Royal Dutch Shell Plc (Shell) from 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.

Equinor, Annual Report on Form 20-F 2019    131 


 

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 2019 van der Veer participated in eight ordinary board meetings, two extraordinary board meetings, six ordinary and one extraordinary meeting of the audit committee  and two ordinary and one extraordinary meeting of the safety, sustainability and ethics committee. van der Veer is a Dutch citizen and resident in the Netherlands.

 

 

 

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 Equinor ASA since 1 September 2010. Up for election in 2020.

Independent:  Yes

Other directorships: None

Number of shares in Equinor ASA as of 31 December 2019: None

Loans from Equinor: None

Experience: Godal was a member of the Norwegian parliament for 15 years from 1986 to 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 to 2010, Godal was special adviser for international energy and climate issues at the Norwegian Ministry of Foreign Affairs. From 2003 to 2007, Godal was Norway´s ambassador to Germany and from 2002 to 2003 he was senior adviser at the department of political science at the University of Oslo. From 2014 to 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 to 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 2019,  Godal participated in eight  ordinary board meetings,  two  extraordinary board meetings, five meetings of the compensation and executive development committee and  four ordinary and one extraordinary meeting of the safety, sustainability and ethics committee. Godal is a Norwegian citizen and resident in Norway.

 

 

 

 

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 Equinor ASA since 19 March 2015. Up for election in 2020.

Independent: Yes

Other directorships: Member of the board of Norwegian Hull Club (NHC) and SATS. As part of the role as chief financial officer in Wallenius Wilhelmsen ASA, Herlofsen is a board member and chair of the board of various companies within the Wallenius Wilhelmsen group.

132   Equinor, Annual Report on Form 20-F 2019     


 

Number of shares in Equinor ASA as of 31 December 2019:  None

Loans from Equinor: None

Experience: In April 2017, Herlofsen took on the position of chief financial officer in Wallenius Willhelmsen ASA, an international shipping company. Before joining Wallenius Willhelmsen ASA she was the chief financial officer of 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) from 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 2019, Herlofsen participated in seven ordinary board meetings, two extraordinary board meetings and six ordinary and one extraordinary 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 and the board’s compensation and executive development committee.

Term of office: Member of the board of Equinor ASA since 21 August 2015. Up for election in 2020.

Independent: Yes

Other directorships: Member of the board of the seismic company TGS ASA. As part of the role as senior vice president in Group Holdings in Telenor, Agerup is a board member and chair of the board in various companies within the Telenor Group

Number of shares in Equinor ASA as of 31 December 2019: 2,677
Loans from Equinor: None

Experience: Agerup is senior vice president Group Holdings in Telenor ASA. Agerup was previously executive vice president (Corporate Affairs) and general counsel in Telenor from 2015 to 2018 and executive vice president for Corporate Staffs and the general counsel of Norsk Hydro ASA from 2010 to 2015. 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 and a Master of Business Administration from Babson College, USA.

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

Other matters: In 2019, Agerup participated in eight ordinary board meetings, two extraordinary board meetings and five meetings of the compensation and executive development committee. Agerup is a Norwegian citizen and resident in Norway.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equinor, Annual Report on Form 20-F 2019    133 


 

 

 

Anne Drinkwater

Born: 1956

Position: Shareholder-elected member of the board, chair of the board’s safety, sustainability and ethics committee and member of the board’s audit committee.

Term of office: Member of the board of Equinor ASA since 1 July 2018. Up for election in 2020.

Independent: Yes

Other directorships:  Member of the board of Balfour Beatty plc.

Number of shares in Equinor ASA  as of 31 December 2019: 1,100

Loans from Equinor: None

Experience: Drinkwater was employed with BP from 1978 to 2012, holding a number of different leadership positions in the company. From 2009 to 2012 she was chief executive officer of BP Canada.  She has extensive international experience, including being responsible for operations in the US, Norway, Indonesia, the Middle East and Africa. Throughout her career Drinkwater has acquired a deep understanding of the oil and gas sector, holding both operational roles, and more distinct business responsibilities.

Education: Drinkwater has a Bachelor of Science in Applied Mathematics and Statistics from Brunel University London.

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

Other matters: In 2019, Drinkwater participated in eight ordinary board meetings,  one extraordinary board meeting,  six ordinary and one extraordinary meeting of the audit committee and four ordinary and one extraordinary meeting  of the safety, sustainability and ethics committee. Drinkwater is a British citizen and resident in the United States.

 

 

Jonathan Lewis

Born: 1961

Position: Shareholder-elected member of the board and member of 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 Equinor ASA since 1 July 2018. Up for election in 2020.

Independent: Yes

Other directorships: Member of the board of Capita plc.

Number of shares in Equinor ASA as of 31 December 2019: None

Loans from Equinor: None

Experience: Lewis assumed the position as chief executive officer of Capita plc in December 2017, having previously spent 30 years working in large multi-national companies in technology-enabled industries. Lewis came to Capita plc from Amec Foster Wheeler plc, a global consulting, engineering and construction company where he was employed from 1996 to 2016. Lewis has previously held several directorships within technology and the oil and gas industry.

Education: Lewis has an education from Stanford Executive Program (SEP) at Stanford University Graduate School of Business, a PhD, Reservoir Characterisation, Geology/Sedimentology from University of Reading as well as a Bachelor of Science, Geology from Kingston University.

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

Other matters: In 2019, Lewis participated in eight ordinary board meetings, one extraordinary board meeting, five meetings of the compensation and executive development committee, three ordinary and one extraordinary meeting  of the safety, sustainability and ethics committee and three meetings of the audit committee. Lewis is a British citizen and resident in the UK.

134   Equinor, Annual Report on Form 20-F 2019     


 

 

 

Finn Bjørn Ruyter

Born: 1964

Position: Shareholder-elected member of the board and member of the board’s audit committee and the board’s compensation and executive development committee.

Term of office: Member of the board of Equinor ASA since 1 July 2019. Up for election in 2020.

Independent: Yes

Other directorships: Member of the board of Vistin Pharma ASA, Fortum Oslo Varme AS, Sysco AS, Eidsiva Energi AS and several subsidiaries of Hafslund E-CO AS.

Number of shares in Equinor ASA as of 31 December 2019: 620

Loans from Equinor: None

Experience: Ruyter has since July 2018 been chief executive officer of Hafslund E-CO AS. He was chief executive officer of Hafslund ASA from January 2012, and chief financial officer in the company from 2010 to 2011. In 2009 and 2010 he was the chief operating officer of the Philippine hydro power company SN Aboitiz Power. From 1996 to 2009 he led the power trading entity and from 1999 also the energy division in Elkem. From 1991 to 1996 Ruyter worked within energy trading in Norsk Hydro.

Education: Ruyter has a  Master’s Degree in Mechanical Engineering from the Norwegian University of Technology (NTNU) and an MBA from BI Norwegian School of Management.

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

Other matters: In 2019, Ruyter participated in four ordinary board meetings, one extraordinary board meeting, three meetings of the audit committee and two meetings of the compensation and executive development committee. Ruyter is a Norwegian citizen and resident in Norway.

 

 

 

 

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 Equinor ASA since 8 June 2017. Up for election in 2021.

Independent: No

Other directorships: Labråten is a member of the executive committee of the Industry Energy (IE) trade union and holds a number of positions as a result of this membership.

Number of shares in Equinor ASA as of 31 December 2019: 1,995
Loans from Equinor: 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 Equinor 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 2019, Labråten participated in eight ordinary board meetings, two extraordinary board meetings and four ordinary and one extraordinary meeting  of the safety, sustainability and ethics committee. Labråten is a Norwegian citizen and resident in Norway.

Equinor, Annual Report on Form 20-F 2019    135 


 

 

Hilde Møllerstad

Born:  1966

Position:  Employee-elected member of the board and member of the board's audit committee.

Term of office:  Member of the board of Equinor ASA since 1 July 2019. Up for election in 2021.

Independent:  No

Other directorships:  Chair of Tekna’s ethical board and board member of Tekna Private Nomination Committee.

Number of shares held in Equinor ASA as of 31 December 2019:  7,515

Loans from Equinor: None

Experience: Møllerstad has been employed by Equinor since 1991 and works within petroleum technology discipline in Development and Production International. Møllerstad held several trust positions in Tekna Equinor since 1993 and she was a member of the corporate assembly in Equinor from 2013 to 2019. She was a board member of Tekna Private from 2012 to 2017.

Education: Chartered engineer from Norwegian University of Science and Technology (NTNU) and Project Management Essential (PME) from Norwegian Business School BI/ Norwegian University of Science and Technology (BI/NTNU).

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

Other matters: In 2019 Møllerstad participated in four ordinary board meetings, one extraordinary board meeting and three meetings of the audit committee. Møllerstad is a Norwegian citizen and resident in Norway.

 

 

 

 

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 Equinor ASA since 1 July 2013. Up for election in 2021.

Independent: No

Other directorships: None

Number of shares held in Equinor ASA as of 31 December 2019: 1,995

Loans from Equinor: None

Experience: Lægreid was employed in ÅSV and Norsk Hydro from 1985. Primarily 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, Equinor.

Education: Bachelor’s Degree, Mechanical Construction from Oslo college of engineering (OIH).

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

Other matters: In 2019, Lægreid participated in eight ordinary board meetings, two extraordinary board meetings and four ordinary and one extraordinary meeting  of the safety, sustainability and ethics committee. Lægreid is a Norwegian citizen and resident in Norway.

 

 

 

 

136   Equinor, Annual Report on Form 20-F 2019     


 

The most recent changes to the composition of the board of directors was the election of Finn Bjørn Ruyter by the corporate assembly in June, with effect from 1 July 2019. Jeroen van der Veer replaced Roy Franklin as deputy chair of the board from 1 July 2019. Employee-elected member Hilde Møllerstad was elected as of 1 July 2019, replacing Ingrid Elisabeth Di Valerio.

 

 

The work of the board of directors

The board is responsible for managing the Equinor 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 Equinor operates in compliance with laws and regulations, with our values as stated in The Equinor Book and 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 Equinor'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 of 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. Recurring items on the board's annual plan are: security, safety, sustainability and climate, corporate strategy, business plans, targets, 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, two yearly discussions of main risks and risk issues and an annual review of the board's governing documentation. In addition, the board has in 2019 held deep-dive sessions on other topics, including digitalisation.  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 determine which matters 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.equinor.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.

 

New members of the board attend an induction programme where meetings with key members of the management are arranged, an introduction to Equinor’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 generally 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 Equinor locations in Norway and globally, and a longer board trip for all board members to an international location is made at least every two years. When visiting Equinor locations globally, the board emphasises the importance of improving its insight into, and knowledge about, safety and security in Equinor’s operations, Equinor’s technical and commercial activities as well as the company's local organisations. In 2019, the board visited Equinor’s operations in Norway, including the Mongstad refinery. Further, the chair of the board visited several Norwegian and international locations, including Hammerfest, Aberdeen and Stamford. 

 

Requirements for board members and management

Under our Code of Conduct, which is approved by the board, and which applies to both management, employees and board members, individuals must behave impartially in all business dealings and not give other companies, organisations or individuals improper advantages. The importance of transparency is underlined, and any situations that might lead to an actual or perceived conflict of interest should be discussed with the individual’s leader. All external directorships or other material assignments held or carried out by Equinor employees must be approved by Equinor.

 

The board's rules of procedures state that members of the board and the chief executive officer may not participate in the discussion or decision of issues which are of special personal importance to them, or to any closely-related party, so that the individual must be regarded as having a major personal or special financial interest in the matter. Each board member and the chief executive officer are individually responsible for ensuring that they are not disqualified from discussing any particular matter. Members of the board are obliged to disclose any interests they or their closely-related parties may have in the outcome of a particular issue. The board must approve any agreement between the company and a member of the board or the chief executive officer. The board must also approve any agreement between the company and a third party in which a member of the board or the chief executive officer may have a special interest. Each member of the board shall also continually assess whether there are circumstances which could undermine the general confidence in his or her independence. It is incumbent on each board member to be especially vigilant when making such assessments in

Equinor, Annual Report on Form 20-F 2019    137 


 

connection with the board's handling of transactions, investments and strategic decisions. The board member shall immediately notify the chair of the board if such circumstances are present or arise and the chair of the board will determine how the matter will be dealt with.

 

Equinor’s board has established three 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 committees’ 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 2019, the audit committee members were Jeroen van der Veer (chair), Rebekka Glasser Herlofsen, Anne Drinkwater, Finn Bjørn Ruyter and Hilde Møllerstad (employee-elected board member).

 

The CFO, the general counsel, the senior vice president for accounting and financial compliance and the senior vice president for corporate audit, as well as representatives from the external auditor regularly participate in the audit committee meetings.

 

The audit committee is a 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, to 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 Equinor’s Code of Conduct and supervises compliance activities relating to corruption related to financial matters, as further described below. The audit committee also supervises implementation of and compliance with Equinor’s Global Tax Strategy.

 

Corporate Audit reports administratively to the president and CEO of Equinor 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 US Code of Federal Regulations.

 

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

138   Equinor, Annual Report on Form 20-F 2019     


 

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 regular meetings and one extraordinary meeting in 2019. There was 97.14% attendance at the committee's meetings.



The board of directors has determined that a member of the audit committee, Jeroen van der Veer, qualifies as an "audit committee financial expert", as defined in the SEC rules. The board of directors has also concluded that Jeroen van der Veer, Rebekka Glasser Herlofsen, Anne Drinkwater and Finn Bjørn Ruyter are independent within the meaning of Rule 10A-3 under the Securities Exchange Act.

 

The committee's mandate is available at www.equinor.com/auditcommittee.

 

Compensation and executive development committee

The compensation and executive development committee is a 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 Equinor's remuneration strategy for senior executives and in drawing up appropriate remuneration policies for senior executives; and

 

(3) to review Equinor's remuneration policies in order to safeguard the owners' long-term interests.

 

The committee consists of up to five board members. At year-end 2019, the committee members were Jon Erik Reinhardsen (chair), Bjørn Tore Godal, Wenche Agerup, Jonathan Lewis and Finn Bjørn Ruyter. All the committee members are non-executive directors. All members are deemed independent.

 

The senior vice president People and Leadership participates in the compensation and executive development committee meetings.

 

The committee held five meetings in 2019 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.equinor.com/compensationcommittee.

 

Safety, sustainability and ethics committee

The safety, sustainability and ethics committee is a committee of the board of directors that assists the board in matters relating to safety, security, sustainability, climate and ethics.

 

In its business activities, Equinor 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, security, sustainability, climate and ethics policies, systems and principles with the exception of aspects related to “financial matters”. The committee also reviews the annual Sustainability report.

 

Establishing and maintaining a committee dedicated to safety, security, sustainability, climate 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.

 

At year-end 2019, the safety, sustainability and ethics committee was chaired by Anne Drinkwater and the other members were Jeroen van der Veer, Bjørn Tore Godal, Jonathan Lewis, Stig Lægreid (employee-elected board member) and Per Martin Labråten (employee-elected board member).

 

The senior vice president Safety, the general counsel, the chief operating officer, the senior vice president Corporate Sustainability, the senior vice president Corporate Audit and the chief compliance officer regularly participate in the safety, sustainability and ethics committee meetings.

Equinor, Annual Report on Form 20-F 2019    139 


 

 

The committee held four regular meetings in 2019, including a site visit to CHC Helikopter Service AS at Sola in June. In addition, one extraordinary meeting was held in September. Attendance was on average 93%.

 

For a more detailed description of the objective, duties and composition of the committee, please see the instructions available at www.equinor.com/ssecommittee.

 

3.6 Management

The president and CEO has overall responsibility for day-to-day operations in Equinor and appoints the corporate executive committee (CEC). The president and CEO is responsible for developing Equinor'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 Equinor'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 Equinor's corporate executive committee as of 31 December 2019:

 

 

 

Eldar Sætre

Born:  1956

Position: President and chief executive officer (CEO) of Equinor ASA since 15 October 2014.

External offices: Member of the board of Strømberg Gruppen AS and Trucknor AS.

Number of shares in Equinor ASA as of 31 December 2019: 82,418

Loans from Equinor: None
Experience:  Sætre joined Equinor in 1980. He was executive vice president and chief financial officer from October 2003 until December 2010 and executive vice president for Marketing, Processing & Renewable Energy from 2011 until 2014.

Education: MA in business economics from the Norwegian School of Economics and Business Administration (NHH) in Bergen.

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

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

 

 

 

 

Lars Christian Bacher

140   Equinor, Annual Report on Form 20-F 2019     


 

Born:  1964
Position:  Executive vice president and chief financial officer (CFO) of Equinor ASA since 1 August 2018.

External offices:  None

Number of shares in Equinor ASA as of 31 December 2019:  31,137

Loans from Equinor:  None

Experience: Bacher joined Equinor in 1991 and held a number of leading positions, including Platform Manager on the Norne and Statfjord fields on the Norwegian Continental Shelf. He was senior vice president for Gullfaks operations and subsequently for the Tampen area. Bacher was in charge of the merger process involving the offshore installations of Norsk Hydro and Equinor. He was country manager for our Canadian operations until he became executive vice president for Development and Production International in September 2012.

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, members of the board or the corporate assembly.
Other matters: Bacher is a Norwegian citizen and resident in Norway.

 

 

 

Jannicke Nilsson

Born:  1965
Position:  Executive vice president and chief operating officer (COO) of Equinor ASA since 1 December 2016.

External offices:  Member of the board of Odfjell SE

Number of shares in Equinor ASA as of 31 December 2019:  47,906

Loans from Equinor:  None

Experience:  Nilsson joined Equinor in 1999 and 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 the Equinor 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.

 

 

Equinor, Annual Report on Form 20-F 2019    141 


 

 

 

Pål Eitrheim

Born: 1971
Position: Executive vice president New Energy Solutions (NES) of Equinor ASA since 17 August 2018.

External offices: None

Number of shares in Equinor ASA as of 31 December 2019: 13,302

Loans from Equinor:  None

Experience: Eitrheim joined Equinor in 1998. He held a range of leadership positions in Equinor in Azerbaijan, Washington DC, the CEO office, corporate strategy and Brazil. In 2013, he led the Secretariat for the investigation into the terrorist attack on the In Amenas gas processing facility in Algeria. He led Equinor’s upstream business in Brazil between 2014 and 2017, and served as Chief Procurement Officer in 2017 to 2018.

Education: Master degree in Comparative Politics from the University of Bergen, Norway and University College Dublin, Ireland.

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

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

 

 

Torgrim Reitan

Born:  1969
Position:  Executive vice president Development & Production International (DPI) of Equinor ASA since 17 August 2018.

External offices:  None

Number of shares in Equinor ASA as of 31 December 2019:  50,984

Loans from Equinor:  None

Experience:  Reitan held the position of executive vice president of Development & Production USA from 1 August 2015 to 17 August 2018. Prior to this role, he held the position of executive vice president and chief financial officer of Equinor. He held several managerial positions in Equinor, including senior vice president in trading and operations in the Natural Gas business area from 2009 to 2010, SVP in Performance Management and Analysis from 2007 to 2009 and SVP in Performance Management, Tax and M&A from 2005 to 2007. From 1995 to 2004, he held various positions in the Natural Gas business area and corporate functions in Equinor. 

Education:  Master of science degree from the Norwegian School of Economics and Business Administration (Siviløkonom).

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 Norway

 

 

142   Equinor, Annual Report on Form 20-F 2019     


 

 

Anders Opedal
Born:  1968

Position:  Executive vice president Technology, Projects & Drilling (TPD) of Equinor ASA since 15 October 2018.

External offices:  None

Numbers of shares in Equinor ASA as of 31 December 2019:  27,614

Loans from Equinor:  None

Experience:  Opedal joined Equinor in 1997 as a petroleum engineer in the Statfjord operations. Previously he worked for Schlumberger and Baker Hughes. He held a range of positions in Equinor in Drilling and Well, Procurement and Projects. He served as chief procurement officer in Equinor from 2007 to 2010. In 2011 he took on the role of senior vice president for Projects in Technology, Projects & Drilling responsible for Equinor’s approximately NOK 300 billion project portfolio. He served as Equinor’s executive vice president and chief operating officer before taking the role of senior vice president for Development & Production International, Brazil. His most recent position, which he held from August 2018, was executive vice president for Development & Production Brazil.

Education:  Opedal has an MBA from Heriot-Watt University and master’s degree in Engineering (sivilingeniør) from Norwegian Institute of Technology (NTH) in Trondheim.

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

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

 

 

 

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

External offices:  None
Number of shares in Equnor ASA as of 31 December 2019: 36,586

Loans from Equinor:  None

Experience: Dodson has worked for Equinor since 1985 and has 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.

Equinor, Annual Report on Form 20-F 2019    143 


 

 

 

 

Margareth Øvrum

Born:  1958

Position:  Executive vice president Development & Production Brazil (DPB) of Equinor ASA since October 2018.

External offices: Member of the board of FMC Corporation (US) and member of the nomination committee for Storebrand ASA.

Number of shares in Equinor ASA as of 31 December 2019: 67,749

Loans from Equinor:  None

Experience: Øvrum has worked for Equinor since 1982 and has held central management positions in the company, including the position of executive vice president for Health, Safety and the Environment, executive vice president for Technology & Projects and executive vice president for Technology and New Energy. She 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. She joined the corporate executive committee in 2004. Her most recent position was executive vice president for Technology, Projects & Drilling, which she held from September 2011.

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 Brazil.

 

 

 

 

 

 

 

 

Arne Sigve Nylund

Born:  1960

Position:  Executive vice president Development & Production Norway (DPN) of Equinor 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 Equinor ASA as of 31 December 2019:  19,785

Loans from Equinor:  None

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

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.

 

144   Equinor, Annual Report on Form 20-F 2019     


 

 

 

 

A PERSON WEARING A SUIT AND TIE SMILING AT THE CAMERA

DESCRIPTION AUTOMATICALLY GENERATED

 

Al Cook

Born:  1975

Position:  Executive vice president Global Strategy & Business Development (GSB) of Equinor ASA since 1 May 2018.

External offices:  Member of the board of The Power of Nutrition

Number of shares in Equinor ASA as of 31 December 2019:  2,173

Loans from Equinor:  None

Experience:  Cook joined Equinor in 2016 as senior vice president in Development & Production International. He joined from BP, where he was chief of staff to the CEO. Cook joined BP in 1996, taking on a series of project development and commercial roles in the North Sea and Gulf of Mexico. He then worked in field operations in the North Sea from 2002 to 2005, becoming offshore installation manager. From 2005, he led the IGB2 Project in Vietnam and acted as president for BP Vietnam. From 2009 to 2014 Cook worked as BP’s vice president, leading the development of the Shah Deniz field in Azerbaijan and construction of the Southern Gas corridor.

Education:  MA in Natural Sciences from St. John’s College, Cambridge University and International Executive Programme at INSEAD.

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

Other matters:  Cook is a British citizen and resident in the UK.

 

 

 

 

 

 

Irene Rummelhoff

Born:  1967

Position:  Executive vice president Marketing, Midstream & Processing (MMP) of Equinor ASA since 17 August 2018.

External offices:  Deputy chair of the board of directors of Norsk Hydro ASA.

Number of shares in Equinor ASA as of 31 December 2019:  34,040

Loans from Equinor:  None

Experience:  Rummelhoff joined Equinor in 1991. She held a number of management positions within international business development, exploration and the downstream business in Equinor. Her most recent position, which she held from June 2015, was as executive vice president of New Energy Solutions.

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:  Rummelhoff is a Norwegian citizen and resident in Norway.

Equinor has granted loans to Equinor-employed spouses of certain of the executive vice presidents as part of its general loan arrangement for Equinor employees. Employees in salary grade 12 or higher may take out a car loan from Equinor in accordance with standardised provisions set by the company. The standard maximum car loan is limited to the cost of the car, including registration

Equinor, Annual Report on Form 20-F 2019    145 


 

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 of Equinor ASA may also apply for a consumer loan up to NOK 350,000. The interest rate on consumer loans corresponds 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 benefit for the employee.

 

146   Equinor, Annual Report on Form 20-F 2019     


 

3.7 Compensation to governing bodies

 

Remuneration to the board of directors

The remuneration of the board and its 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 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 measures. 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 Equinor in addition to their board membership, this will be disclosed to the full board.

 

In 2019, the total remuneration to the board, including fees for the board's three committees, was USD 853,816 (NOK 7,516,726).

 

Equinor, Annual Report on Form 20-F 2019    147 


 

Detailed information about the individual remuneration to the members of the board of directors in 2019 and their share ownership 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 2019

 

 

 

Jon Erik Reinhardsen (chair of the board)

110

4,584

Jeroen van der Veer (deputy chair of the board)1)

101

3,000

Roy Franklin (deputy chair of the board)2)

52

n.a.

Wenche Agerup

56

2,677

Bjørn Tore Godal

67

-

Rebekka Glasser Herlofsen

62

-

Anne Drinkwater

100

1,100

Jonathan Lewis

93

-

Finn Bjørn Ruyter3)

37

620

Per Martin Labråthen

56

1,995

Stig Lægreid

56

1,995

Hilde Møllerstad3)

32

7,515

Ingrid Elisabeth Di Valerio4)

31

n.a.

 

 

 

Total

854

23,486

 

 

 

1) Deputy chair from 1 July 2019.

 

 

2) Deputy chair and member until 30 June 2019.

 

 

3) Member from 1 July 2019.

 

 

4) Member until 30 June 2019.

 

 

 

 

 

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 2019, the total remuneration to the corporate assembly was USD 132,052 (NOK 1,162,546).

 

 

Remuneration to the corporate executive committee

 

In 2019, the aggregate remuneration to the corporate executive committee was USD X. The board of directors’ complete declaration on remuneration of executive personnel follows below.

 

 

148   Equinor, Annual Report on Form 20-F 2019     


 

Main elements - Equinor executive remuneration

Remuneration element

    Objective

Award level

          Performance criteria

Base salary

Attract and retain the right individuals by 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.

Fixed salary addition

The fixed salary addition 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 fixed salary addition in lieu of pension accrual above 12G1[20]with reference to the section on pension and insurance scheme.

No performance criteria are linked to the fixed salary addition. The fixed salary addition is not included in the pensionable income.

Annual variable pay

Encourage a strong performance culture. Rewarding individuals for annual achievement of business objectives, both the “What” and the “How”.

Members of the corporate executive committee are entitled to annual variable pay ranging from 0 – 50% of their fixed remuneration. Target2 value is 25%.

The threshold principles and the company performance modifier are applied (see explanations below).

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 in 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 is calculated as a portion of the participant’s fixed remuneration. 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% of the fixed remuneration.

 

The threshold principles are applied to the annual grant. The company performance modifier is not applied to the LTI in Equinor ASA.

In Equinor ASA, LTI participation and grant level reflect the level and impact of the position and are not directly linked to the incumbent’s performance.

Threshold

Financial threshold for payment of variable remuneration and award of LTI grant. The threshold is implemented to ensure that no or reduced variable pay would be granted if the company’s financial performance and position is weak.

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 and                                           
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 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 concept is decided 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 a discretionary assessment of the company’s overall performance.

Pension & insurance schemes

Provide competitive post-employment 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 Equinor 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 G represents the basic amount of the Norwegian social security system

2 Target value reflects satisfactory deliveries according to agreed goals

Equinor, Annual Report on Form 20-F 2019    149 


 

Pension and insurance schemes

Members of the corporate executive committee in Equinor 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. 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 fixed salary addition is provided.

 

Members of the corporate executive committee appointed before 13 February 2015, will maintain their pension contribution above 12 G based on obligations in previously established agreements.

 

The chief executive officer and three executive vice presidents have individual early retirement pension agreements 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 these executives are entitled to a pension amounting to 66% of pensionable salary and a retirement age of 62. When calculating the number of years of membership in Equinor’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 2017 it was agreed that the chief executive officer would not use his contractual right to retire at the age of 62. Sætre retains the right to early retirement, with nine months’ notice to the chair of the board, subject to endorsement by the board of directors. Sætre will retire no later than at age 67.

 

In addition, two members of the corporate executive committee have individually agreed to a 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 the results of previously established individual agreements.

 

Equinor 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 Equinor’s general pension plan/defined benefit plan. Members of the corporate executive committee are covered by the general insurance schemes applicable within Equinor.

 

Severance pay arrangements

The chief executive officer and the executive vice presidents are entitled to a severance payment equivalent to six months’ salary, commencing after the six months’ notice period, when the resignation is requested by 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 Equinor’s 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 Organisation, Operations, Market and Finance. Generally, Equinor believes in setting ambitious targets to inspire and drive strong performance.

 

Goals on “How” we deliver are based on Equinor’s core values and leadership principles and address the behaviour required and expected to achieve the delivery goals. We believe in developing strong leadership and a culture recognised by our values, to drive the long-term sustainable success of the company. The CEO and the executive vice presidents have individual goals on “How to deliver” within prioritised themes such as safety, sustainability and climate, empowerment, continuous improvement, diversity and inclusion and collaboration.

 

150   Equinor, Annual Report on Form 20-F 2019     


 

Performance evaluation is holistic, involving both measurement and assessment. Since KPIs are indicators only, sound judgement is applied. Significant changes in assumptions are taken into account, as well as target ambition levels, sustainability of delivered results and strategic contribution.

 

The balanced approach, which involves a broad set of goals defined in relation to both “What” and “How” dimensions and an overall performance evaluation, significantly reduces the likelihood that remuneration policies may incentivise 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 on various targets including but not limited to the company's relative TSR.

Equinor, Annual Report on Form 20-F 2019    151 


 

In 2019, the main business objectives and KPIs for each perspective were as outlined below. Each perspective was in addition supported by comprehensive plans and actions.

 

Strategic objectives

2019 assessment

 

Safety, security and sustainability

 

These strategic objectives and actions address safety, security and sustainability

The development for the Total Recordable Injury Frequency (TRIF) is positive and improved compared to 2018 and ended on target and at record low 2.5. In 2018 the TRIF was 2.8.

Over the last few years, there have been material reductions in oil and gas leakages, and this continued in 2019. Oil and gas leakages in 2019 were on target at 10, compared to 12 in 2018. The Serious Incident Frequency (SIF) ended slightly up in 2019 at 0.6, compared to 0.5 the prior year and behind the target of 0.4. A large portion of the SIF result is related to potential incidents while actual SIF is at a relatively low level.

The 2019 CO2 intensity for the upstream portfolio ended at 9.5 kg/boe, slightly higher than the 2018 level. The increase in CO2 intensity was negatively impacted by deferral of production of gas volumes in order to capture higher prices. Equinor’s CO2 intensity is almost half the average level of companies in The International Association of Oil & Gas Producers (IOGP).

People and organisation

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

The People development results for 2019 were above target and reflect a solid improvement in learning activities (from 70 000 learning days in 2018 to 84 500 in 2019). In addition, there was a significant increase in e-learning compared to the previous year. Much of this improvement has been enabled by improved accessibility to courses and the intensification of training in digital skills. Internal job market and formal deployment figures have remained stable, and an increased use of competence pools has positively impacted workforce flexibility and the building of broader value chain capability.

Operations

These strategic objectives and actions address reliable and cost-efficient operations, and industry transformation

The 2019 production was 2,074 mboe/day, slightly behind the record production achieved in 2018. The performance is measured towards the rebased production of 2,092 mboe/day in 2018. In 2019, production was primarily impacted by divestments, and the deferral of gas production due to lower gas prices in 2019, compared to long-term outlook. Six fields started production during 2019, including the Johan Sverdrup and Mariner Fields. Production efficiency (PE) of 87.5% was below target, having been significantly impacted by a small number of assets. However, there are several assets with PE above 94%. Fixed operating costs and SG&A per boe increased and did not reach the target, being impacted by new field start-up costs, and the loss of production from the divested assets.

Market

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

Capex has been reduced during the year through further efficiency improvements and continuous capital allocation prioritisation. Organic capex ended at USD 10 billion, which is better than the target set for 2019 of USD 11 billion. The organic capex guidance was reduced to USD 10-11 billion during the year and the result is at the lower end of this range. 

Value creation from exploration has been strong and at target level even though some high impact wells were postponed to 2020. Exploration delivered strong value creation on the NCS from a high discovery rate and valuable incremental barrels close to existing infrastructure.

Resource replacement is 0% and below target of 100% due to divestments and the postponement of high impact wells to 2020. Our reserve replacement ratio (RRR) was 76%, behind our target of 100%. The organic reserves replacement ratio was 83%. Equinor also secured access to attractive new acreage in 2019.

Finance

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

On Relative Total Shareholder Return, Equinor ranked tenth in our peer group, a position of fourth quartile, below our target of being better than average in the peer group. The TSR has been impacted by low European gas prices. On relative ROACE Equinor ranked fourth in our peer group, a position of second quartile, which was better than the target for 2019.

 

152   Equinor, Annual Report on Form 20-F 2019     


 

Board of director’s assessment of the chief executive officer’s performance

In its assessment of the chief executive officer’s performance and consequently his annual variable pay for 2019, the board of directors has emphasised that deliveries in key areas have been both above, at, and below target. The Total Recordable Injury Frequency (TRIF) is at the best level in the company’s history. The Total Serious Incident Frequency (SIF) however ended behind the target and is an area of continued focus. A strong delivery within People Development is observed. Capex has been further reduced due to efficiency improvements and strict prioritisation. Value creation from exploration had a positive development in 2019 and came in at target. Production is below the 2018 record level, mainly impacted by divestments and deferral of gas production in order to capture higher prices, and the rebased production level ended slightly below the target. Production efficiency was below target, impacted negatively by a few assets. The cost development (fixed opex and SG&A per barrel) did not reach the target and needs continued strong focus going forward. While relative TSR performance was below target, relative ROACE was above target performance. The chief executive officer has been a strong role model for sustainable development and the transition into renewable energy sources both inside and outside of the company. 

 

 

 

 

Fixed remuneration

 

 

 

 

 

 

 

 

 

 

Members of the corporate

executive committee                                                                                                    (figures in USD thousand,

except no. of shares)1), 2)

Fixed pay3)

Fixed salary addition4)

LTI 5)

Annual

variable pay6)

Taxable

benefits

2019 Taxable compensation

Non-taxable

benefits

in-kind

Estimated

pension

cost7)

Estimated present

value of pension

obligation 8)

 

2018 Taxable

compensation9)

Number of shares at 31 December 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

Eldar Sætre10)

1,070

0

307

282

78

1,737

0

0

14,655

 

2,069

82,418

Margareth Øvrum 11)

700

0

106

116

102

1,023

83

0

7,581

 

914

67,749

Timothy Dodson

455

0

104

117

42

718

49

149

5,323

 

829

36,586

Irene Rummelhoff

450

76

122

123

27

797

0

29

1,454

 

895

34,040

Arne Sigve Nylund

489

0

115

118

31

753

0

136

5,268

 

876

19,785

Lars Christian Bacher

473

0

106

111

3

694

51

133

3,025

 

869

31,137

Jannicke Nilsson

407

62

101

90

28

688

33

36

1,436

 

820

47,906

Torgrim Reitan11)

486

0

106

111

36

739

39

127

2,974

 

1,064

50,984

Pål Eitrheim9)

374

60

97

97

18

646

0

23

1,160

 

292

13,302

Anders Opedal9)

500

78

126

136

15

854

0

27

1,456

 

429

27,614

Alasdair Cook9), 12)

800

0

173

203

145

1,320

44

0

0

 

853

2,173

 

1)         All figures in the table are presented in USD based on average currency rates.  
2019: NOK/USD = 0,1136, GBP/USD = 1,2760, BRL/USD = 0,2755
(2018: NOK/USD = 0,1231, GBP/USD = 1,3350, BRL/USD = 0,2562).  
The figures are presented on accrual basis.

2)        All CEC members receive their remuneration in NOK except Alasdair Cook who receives the remuneration in GBP, and Margareth Øvrum who receives the remuneration in BRL and NOK.

3)        Fixed pay consists of base salary, fixed remuneration element, holiday allowance, cash compensation (Alasdair Cook) and other administrative benefits.

4)        Fixed salary addition 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 Equinor 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 Equinor ASA. Alasdair Cook participates in Equinor’s international long-term incentive program as described in the section Execution of the remuneration policy and principles in 2019.

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 2018 and is recognised as pension cost in the statement of income for 2019. 

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 Equinor ASA, is covered by the defined contribution pension scheme.

9)        Includes figures for 2018 CEC members who are also CEC members in 2019.  All members of the CEC have served their positions in the CEC the full year of 2019. For the comparable figures for 2018, the following members served only part of the year: Alasdair Cook was appointed EVP as of 1 May 2018. Anders Opedal and Pål Eitrheim were both appointed EVPs as of 17 August 2018.

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 Margareth Øvrum also include compensation according to Equinor’s international assignment terms. 2018 Taxable compensation for Torgrim Reitan includes compensation according to Equinor’s international assignment terms.

12)      Alasdair Cook’s fixed pay includes USD 72 thousand in lieu of pension contribution.

 

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

 

 

Equinor, Annual Report on Form 20-F 2019    153 


 

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 2020. 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

Equinor has an annual variable pay schemes (AVP) for members of the corporate executive committee. The schemes are described in section on remuneration policy and 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 2020. 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 determine Equinor’s relative position. A position of Quartile 1 means that Equinor is amongst the top scoring quartile of peer companies. A position of Quartile 4 means that Equinor 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, it will be 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 2020 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 2020 with subsequent impact on annual variable pay in 2021. 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 of directors’ annual declaration on remuneration and other employment terms for Equinor’s corporate executive committee.

 

 

154   Equinor, Annual Report on Form 20-F 2019     


 

3.8 Share ownership

The number of Equinor 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 Equinor shares.

 

Equinor, Annual Report on Form 20-F 2019    155 


 

  

156   Equinor, Annual Report on Form 20-F 2019     


 

 

 

As of 31 December

As of 11 March

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

2019

2020

 

 

 

 

Members of the corporate executive committee

 

 

Eldar Sætre

82,418

84,297

Lars Christian Bacher

31,137

31.137

Jannicke Nilsson

47,906

48,248

Anders Opedal

27,614

28,106

Torgrim Reitan

50,984

50,984

Alasdair Cook

2,173

3,057

Tim Dodson

36,586

37,684

Margareth Øvrum

67,749

69,185

Arne Sigve Nylund

19,785

19,785

Pål Eitrheim

13,302

13,302

Irene Rummelhoff

34,040

34,870

 

 

 

0

Members of the board of directors

 

0

Jon Erik Reinhardsen

4,584

4,584

Jeroen van der Veer

3,000

6,000

Bjørn Tore Godal

0

0

Wenche Agerup

2,677

2,677

Rebekka Glasser Herlofsen

0

0

Jonathan Lewis

0

0

Finn Bjørn Ruyter

620

620

Per Martin Labråten

1,995

2,153

Hilde Møllerstad

4,859

7,515

Stig Lægreid

1,995

1,995

 

 

 

 

Individually, each member of the corporate assembly owned less than 1% of the outstanding Equinor shares as of 31 December 2019 and as of 11 March 2020. In aggregate, members of the corporate assembly owned a total of 31,126 shares as of
31 December 2019 and a total of 31,932 shares as of
11 March 2020. 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 Equinor and is elected by the general meeting of shareholders. Our independent registered public accounting firm, Ernst & Young AS, has been engaged to provide and audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Ernst & Young AS will also issue a report in accordance with law, regulations, and auditing standards and practices generally accepted in Norway, including International Standards on Auditing (ISAs), which includes opinions on the Consolidated financial statements and the parent company financial statements of Equinor ASA. The reports are set out in section 4.1.

 

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.

Equinor, Annual Report on Form 20-F 2019    157 


 

 

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 meets the requirements in Norway and in the countries where Equinor 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.

 

When evaluating the external auditor, emphasis is placed on the firm's qualifications, capacity, local and international availability and the auditor’s fee.

 

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 2017 – 2019

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.

 

On 15 May 2019, the general meeting of shareholders appointed Ernst & Young AS as Equinor's auditor, thereby replacing KPMG AS. The following table sets out the aggregate fees related to professional services rendered by Equinor's external auditor Ernst & Young AS, for the fiscal year 2019, and KPMG AS for the fiscal year 2017, 2018 and until 15 May 2019.

158   Equinor, Annual Report on Form 20-F 2019     


 

Auditor's remuneration

 

Full year

(in USD million, excluding VAT)

2019

2018

2017

 

 

 

 

Audit fee Ernst & Young (principal accountant 2019)

4.7

  

  

Audit fee KPMG (principal accountant 2018 and 2017)

2.8

7.1

6.1

Audit related fee Ernst & Young (principal accountant 2019)

0.5

  

  

Audit related fee KPMG (principal accountant 2018 and 2017)

1.2

1.0

0.9

Tax fee Ernst & Young (principal accountant 2019)

0.2

  

  

Tax fee KPMG (principal accountant 2018 and 2017)

0.0

0.0

0.0

Other service fee Ernst & Young (principal accountant 2019)

0.9

  

  

Other service fee KPMG (principal accountant 2018 and 2017)

0.0

0.0

0.0

 

 

 

 

Total

10.3

8.1

7.0

 

 

 

 

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 Equinor's Consolidated financial statements, on Equinor'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 Equinor lated fees relating to Statoil-159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159159operated licences for the years 2019, 2018 and 2017 amounted to USD 0.5 million, USD 0.9 million and USD 0.8 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. Two times a year, the board is presented with and discusses the main risks and risk issues Equinor is facing, based on enterprise risk management. The board is also provided with the main risks related to cases for investment decisions. The board´s audit committee assists the board and acts 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 Equinor´s operations and both committees report regularly to the full board.

 

Equinor manages risk to make sure that operations are safe and in compliance with requirements. Our overall risk management approach includes continuously assessing and managing risks related to the 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 around four to six times a year to give advice and make recommendations on Equinor'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 Equinor's value chain - from access, maturing, project execution and operations to market. In addition to the financial impact these risks could have on Equinor'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 principal business area line managers. Some operational risks are insured by the captive insurance company, which operates in the Norwegian and international insurance markets.

 

 

Equinor, Annual Report on Form 20-F 2019    159 


 

Controls and procedures

 

 

 

This section describes controls and procedures relating to our financial reporting.

 

Evaluation of disclosure controls and procedures

The management of Equinor, 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 control over financial reporting described below, as of 31 December 2019, our disclosure controls and procedures were not effective.

 

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 possible controls and procedures. Because of the limitations inherent in all controls 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 Equinor 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 Equinor’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).

 

Equinor’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 Equinor; and provide reasonable assurance regarding the prevention or timely detection of any unauthorised acquisition, use or disposition of Equinor’s assets that could have a material effect on our financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

 

In the first quarter of 2019, Equinor acquired 100% of the shares of Danske Commodities (DC), a Danish energy trading company. We are in the process of evaluating internal control over financial reporting for DC and, accordingly, have excluded DC from our assessment of the effectiveness of our internal control of financial reporting as of 31 December 2019, as permitted by SEC guidance. Total assets of DC as of 31 December 2019 represented 1.1% of Equinor’s total assets as of such date, and revenues associated with DC for the period from acquisition to 31 December 2019 represented 0.4% of Equinor’s revenues for the year ended 31 December 2019.

 

Material weakness

The management of Equinor 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 Equinor’s internal control over financial reporting as of 31 December 2019 was not effective due to the existence of control deficiencies related to user access management within the Information Technology (IT) environment. As a consequence a material weakness exists in our internal control over financial reporting.

 

IT user access controls management

IT user access controls are intended to ensure that access to financial applications and data is adequately restricted to appropriate personnel.  Management has identified control deficiencies related to information technology general controls over information technology systems that support our financial reporting process.  Specifically, control deficiencies were identified in the operation of controls related to user access controls management to appropriately segregate duties and to adequately restrict user and privileged access to financial applications, data and programs to appropriate Company personnel.  The deficiencies primarily related to insufficient controls with respect to granting access, lack of performance of review controls covering segregation of duties, sensitive and critical access.

 

These IT deficiencies did not result in a material misstatement to the Consolidated financial statements. However, the deficiencies, when aggregated, impacted the effectiveness of IT application and IT dependent controls and created a possibility that a material

160   Equinor, Annual Report on Form 20-F 2019     


 

misstatement to the Consolidated financial statements would not be prevented or detected on a timely basis and accordingly a remediation plan has been undertaken.

 

Management has analysed the material weakness and performed additional analysis and mitigation controls 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, Equinor’s management has not identified any other deficiencies that have led management to conclude that Equinor’s internal control over financial reporting was not effective.

 

Attestation report of the registered public accounting firm

The effectiveness of internal control over financial reporting as of 31 December 2019 has been audited by Ernst & Young 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 2019.

 

Remediation plan

Our management is actively undertaking remediation efforts to address the material weakness identified above through the following actions:

 

·        providing additional training to relevant personnel to strengthening competence at the relevant levels across the organization regarding risks and internal controls

·        improving the operation of controls over IT user access and the level of privileges assigned to IT users

·        increasing coordination and monitoring activities related to the execution of the IT user access management controls

 

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

 

Changes in internal control over financial reporting

Other than the material weakness described above, there were no changes in our internal control over financial reporting during the year ended 31 December 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Equinor, Annual Report on Form 20-F 2019    161 


 

4.1 Consolidated financial statements

of the Equinor group

 



Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of Equinor ASA

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Equinor and its subsidiaries (Equinor or the Company) as of
31 December 2019, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year ended 31 December 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at 31 December 2019 and the results of its operations and its cash flows the year then ended, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and in conformity with IFRS as adopted by the European Union.

 

We also audited the reclassification and disaggregation (the “adjustments”) described in Note 3 Segments that were applied to the Revenues from contracts with customers and other revenue disclosure in the 2018 consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review or apply any procedures to the 2018 and 2017 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2018 and 2017 consolidated financial statements taken as a whole.

 

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 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated 19 March 2020 expressed an adverse opinion thereon.                                                                                           

Adoption of New Accounting Standard

As discussed in Note 23 to the consolidated financial statements, the Company changed its method of accounting for leases due to the adoption of IFRS 16 Leases on 1 January 2019.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements 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 the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Supplemental Information

The accompanying supplementary oil and gas information has been subjected to audit procedures performed in conjunction with the audit of the Company’s financial statements. Such information is the responsibility of the Company’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

162   Equinor, Annual Report on Form 20-F 2019     


 

disclosures to which they relate.

Recoverable amounts of production plants and oil and gas assets including assets under development

   Description of the Matter

As at 31 December 2019, the Company has recognised production plants and oil and gas assets and assets under development of USD 179,063 million and USD 10,371 million, respectively, within Property, plant and equipment. Refer to note 10 to the consolidated financial statements for the related disclosure.

 

As disclosed in note 2 to the consolidated financial statements, assessing the recoverable amounts of the assets involves significant judgement. When estimating the recoverable amount, the expected cash flow approach is applied to reflect uncertainties in timing and amount inherent in the assumptions used in the estimated future cash flows. These assets’ operational performance and external factors could have a significant impact on the estimated future cash flows and therefore, the recoverable amounts of the assets. The assumptions used in forecasting future cash flows are future price assumptions, future expected production volumes and capital and operating expenditures and the discount rate applied. These critical assumptions are forward-looking and can be affected by future economic and market conditions.

 

   How We Addressed the
   Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating the recoverability of production plants and oil and gas assets including assets under development. This included obtaining an understanding, evaluating the design, and testing the operating effectiveness of controls over management’s review of assumptions and inputs to the impairment assessments.

  

Among other procedures, where impairment assessments were carried out, we involved valuation specialists to assist in evaluating management’s methodology, testing the clerical accuracy of the models used, evaluating the reasonableness of the discount rate used by comparing against external sources, and independently recalculating the value in use of the assets being assessed. For those assets impaired previously, we evaluated actual results versus the forecasts used in historical impairment analyses and evaluated management’s analyses regarding reversals of previous impairments.

  

Among other procedures to assess inputs to the discounted cash flow models, we compared the operating expenditure profiles and capital costs to approved operator budgets or management forecasts; evaluated management’s methodology to determine future short- and long-term commodity prices and compared such assumptions to consensus analysts’ forecasts and those adopted by other international oil companies; compared management’s income tax assumptions against the applicable tax regulations; and where applicable, compared reserves volumes in the impairment models to external verifications of expected reserves.

Estimation of the asset retirement obligation

   Description of the Matter

The total provision for decommissioning and removal activities amounted to USD 14,719 million as of
31 December 2019 and is classified under Provisions in the consolidated balance sheet. Refer to notes 2 and 20 to the consolidated financial statements for disclosures related to the asset retirement obligation (ARO) provision.

 

The determination of the ARO involves judgement related to the assumptions used in the estimate, the inherent complexity and uncertainty in estimating future costs, and the limited historical experience against which to benchmark estimates of future costs. Significant assumptions used in the estimate are the discount rate and the expected future cost, which includes underlying factors such as time required to decommission, the day rates for rigs, marine operations and heavy lift vessels, and currency exchange rates.

 

   How We Addressed the

   Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to determine the present value of the estimated future decommissioning and removal expenditures determined in accordance with local conditions and requirements. This included controls over management’s review of assumptions used in the calculation of the ARO.

 

To test management’s estimation of the provision for decommissioning and removal activities, our audit procedures included evaluating the completeness of the provision by inquiring with relevant personnel and comparing significant additions to property, plant and equipment to management’s assessment of new ARO obligations recognized in the period. We also evaluated the methodology used and performed a sensitivity analysis of management’s assumptions in order to evaluate which assumptions have the most impact on the estimate.

 

 

 

Among other procedures, we compared day rates for rigs, marine operations and heavy lift vessels to external market data or existing contracts. For time required to decommission, we compared against experience data on a sample basis. We compared the year of abandonment to management’s reserves assessments and compared discount rates to external market data. We involved our valuation specialists to assist in testing of the models supporting the ARO provision including sensitivity assessments.

Equinor, Annual Report on Form 20-F 2019    163 


 

Effect on financial statements of material weakness in internal control over financial reporting

   Description of the Matter

As disclosed in management’s report on internal control over financial reporting, the Company identified a material weakness as at 31 December 2019 in their internal control over financial reporting as it did not maintain effective controls over IT user access management to ensure segregation of duties that manage user and privileged access to financial applications that support the preparation of the consolidated financial statements. This material weakness impacts the Company’s controls over IT applications and related business process controls and affects substantially all financial statement account balances.

Significant auditor judgment was required to design and execute the incremental audit procedures related to the IT applications and financial statement account balances effected by the ineffective internal controls and to assess the sufficiency of the procedures performed and evidence obtained. Auditing the significant financial statement accounts affected by the material weakness in controls over IT user access was determined to be a critical audit matter because significant auditor judgment and the assistance of IT professionals was required to design and execute the incremental audit procedures related to the IT applications and to assess the sufficiency of the procedures performed and evidence obtained.

   How We Addressed the
   Matter in Our Audit

We involved our IT professionals to assist us in performing additional audit procedures related to users with access to IT applications, including procedures to assess users with potential segregation of duties conflicts and critical and sensitive accesses rights. We also increased the extent of testing of application controls. Furthermore, we evaluated the impact on relevant account balances, taking into account the complexity of the business processes impacted by the user access controls. This included lowering the testing threshold, increasing the samples for instance related to obtaining external documentation and confirmations, and tailoring the audit procedures for the impacted accounts, such as those related to the sale and purchase of oil and gas, compared to what we would have performed if the Company’s user access controls were operating effectively.

 

 

/s/ Ernst & Young AS

 

We have served as the Company’s auditor since 2019.

 

Stavanger, Norway

19 March 2020

 

 

164   Equinor, Annual Report on Form 20-F 2019     


 

Report of Independent Registered Public Accounting Firm

 

The board of directors and shareholders of Equinor ASA

 

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the changes noted in the paragraph below, the consolidated balance sheet of Equinor ASA and subsidiaries (the Company) as of 31 December 2018, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the two year period ended
31 December 2018, and the related notes (collectively, the consolidated financial statements). The 2018 and 2017 consolidated financial statements before the effects of the adjustments to retrospectively apply the changes noted in the paragraph below are not presented herein. In our opinion, the consolidated financial statements before the effects of the adjustments to retrospectively apply the changes noted in the paragraph below, present fairly, in all material respects, the financial position of the Company as of 31 December 2018, and the results of its operations and its cash flows for each of the years in the two year period ended 31 December 2018, 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 were not engaged to audit, review, or apply any procedures to the adjustments in relation to the following:

·        retrospectively apply the reclassification of Physically settled commodity derivatives to Total other revenues, previously presented as Natural gas revenues included in Total revenues from contracts with customers in Note 3; and

·        retrospectively apply the disaggregation of Natural gas revenues in Note 3.

Accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Changes in Accounting Policy

With effect from 1 January 2018, the Company elected to change its policy for accounting for lifting imbalances, impacting the recognition of revenue from the production of oil and gas properties in which the Company shares an interest with other companies.

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 Public Company Accounting Oversight Board (United States) (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.

 

/s/ KPMG AS

 

We served as the Company’s auditor from 2012 to 2019.

 

Stavanger, Norway

5 March 2019

Equinor, Annual Report on Form 20-F 2019    165 


 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and the Board of Directors of Equinor ASA

Opinion on Internal Control Over Financial Reporting

We have audited Equinor ASA and subsidiaries’ internal control over financial reporting as of 31 December 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Equinor ASA and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of 31 December 2019, based on the COSO criteria.

A material weakness is a deficiency, or 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. The following material weakness has been identified and included in management’s assessment.

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of 31 December 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because the Company did not maintain effective controls over IT user access management to ensure appropriate segregation of duties and that adequately restrict sensitive and critical access to significant applications and maintain effective application and IT-dependent controls in the preparation of the consolidated financial statements.

As indicated in the accompanying Management’s report on internal control over financial reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Danske Commodities, which is included in the 2019 consolidated financial statements of the Company and constituted 1.1% and 1.6% of total and net assets, respectively, as of 31 December 2019 and 0.4% and 2.2% of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Danske Commodities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of 31 December 2019, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year ended 31 December 2019, and the related notes (collectively referred to as the “consolidated financial statements”). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2019 consolidated financial statements, and this report does not affect our report dated 19 March 2020, which expressed an unqualified opinion thereon.

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 included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

 

166   Equinor, Annual Report on Form 20-F 2019     


 

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 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.

 

/s/ Ernst & Young AS
Stavanger, Norway
19 March 2020

 

Equinor, Annual Report on Form 20-F 2019    167 


 

CONSOLIDATED STATEMENT OF INCOME

 

 

 

 

 

 

Full year

(in USD million)

Note

2019

2018

2017

 

 

 

 

 

Revenues

3

62,911

78,555

60,971

Net income/(loss) from equity accounted investments

12

164

291

188

Other income

4

1,283

746

27

 

   

 

 

 

Total revenues and other income

3

64,357

79,593

61,187

 

   

 

 

 

Purchases [net of inventory variation]

   

(29,532)

(38,516)

(28,212)

Operating expenses

   

(9,660)

(9,528)

(8,763)

Selling, general and administrative expenses

   

(809)

(758)

(738)

Depreciation, amortisation and net impairment losses

10, 11

(13,204)

(9,249)

(8,644)

Exploration expenses

11

(1,854)

(1,405)

(1,059)

 

 

 

 

 

Total operating expenses

 

(55,058)

(59,456)

(47,416)

 

 

 

 

 

Net operating income/(loss)

3

9,299

20,137

13,771

 

 

 

 

 

Interest expenses and other financial expenses

 

(1,450)

(1,040)

(903)

Other financial items

 

1,443

(224)

552

 

 

 

 

 

Net financial items

8

(7)

(1,263)

(351)

 

   

 

 

 

Income/(loss) before tax

 

9,292

18,874

13,420

 

 

 

 

 

Income tax

9

(7,441)

(11,335)

(8,822)

 

 

 

 

 

Net income/(loss)

   

1,851

7,538

4,598

 

   

 

 

 

Attributable to equity holders of the company

   

1,843

7,535

4,590

Attributable to non-controlling interests

   

8

3

8

 

 

 

 

 

Basic earnings per share (in USD)

 

0.55

2.27

1.40

Diluted earnings per share (in USD)

 

0.55

2.27

1.40

Weighted average number of ordinary shares outstanding (in millions)

 

3,326

3,326

3,268

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

 

3,334

3,335

3,288

168   Equinor, Annual Report on Form 20-F 2019     


 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

Full year

(in USD million)

Note

2019

2018

2017

 

 

 

 

 

Net income/(loss)

 

1,851

7,538

4,598

 

 

 

 

 

Actuarial gains/(losses) on defined benefit pension plans

19

427

(110)

172

Income tax effect on income and expenses recognised in OCI1)

 

(98)

22

(38)

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

 

330

(88)

134

 

 

 

 

 

Currency translation adjustments

 

(51)

(1,652)

1,710

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

 

0

64

(64)

Share of OCI from equity accounted investments

12

44

(5)

(40)

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

 

(7)

(1,593)

1,607

 

 

 

 

 

Other comprehensive income/(loss)

 

323

(1,681)

1,741

 

 

 

 

 

Total comprehensive income/(loss)

 

2,174

5,857

6,339

 

 

 

 

 

Attributable to the equity holders of the company

 

2,166

5,855

6,331

Attributable to non-controlling interests

 

8

3

8

 

1) Other Comprehensive Income (OCI).

 

Equinor, Annual Report on Form 20-F 2019    169 


 

CONSOLIDATED BALANCE SHEET

 

 

 

 

 

  At 31 December

(in USD million)

Note

2019

2018

 

 

 

 

ASSETS

 

 

 

Property, plant and equipment

10, 22

69,953

65,262

Intangible assets

11

10,738

9,672

Equity accounted investments

12

1,442

2,863

Deferred tax assets

9

3,881

3,304

Pension assets

19

1,093

831

Derivative financial instruments

26

1,365

1,032

Financial investments

13

3,600

2,455

Prepayments and financial receivables

13

1,214

1,033

 

 

 

 

Total non-current assets

   

93,285

86,452

 

 

 

 

Inventories

14

3,363

2,144

Trade and other receivables

15

8,233

8,998

Derivative financial instruments

26

578

318

Financial investments

13

7,426

7,041

Cash and cash equivalents

16

5,177

7,556

 

   

 

 

Total current assets

   

24,778

26,056

 

 

 

 

Total assets

   

118,063

112,508

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

Shareholders’ equity

   

41,139

42,970

Non-controlling interests

   

20

19

 

 

 

 

Total equity

17

41,159

42,990

 

 

 

 

Finance debt

18, 22

24,945

23,264

Deferred tax liabilities

9

9,410

8,671

Pension liabilities

19

3,867

3,820

Provisions and other liabilities

20

17,951

15,952

Derivative financial instruments

26

1,173

1,207

 

 

 

 

Total non-current liabilities

   

57,346

52,914

 

 

 

 

Trade, other payables and provisions

21

10,450

8,369

Current tax payable

   

3,699

4,654

Finance debt

18, 22

4,087

2,463

Dividends payable

17

859

766

Derivative financial instruments

26

462

352

 

 

 

 

Total current liabilities

   

19,557

16,605

 

 

 

 

Total liabilities

   

76,904

69,519

 

 

 

 

Total equity and liabilities

   

118,063

112,508

170   Equinor, Annual Report on Form 20-F 2019     


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in USD million)

Share capital

Additional paid-in capital

Retained earnings

Currency translation adjustments

OCI from equity accounted investments

Shareholders' equity

Non-controlling interests

Total equity

 

 

 

 

 

 

 

 

 

At 31 December 2016

1,156

6,607

32,573

(5,264)

0

35,072

27

35,099

Net income/(loss)

 

 

4,590

 

 

4,590

8

4,598

Other comprehensive income/(loss)

 

 

71

1,710

(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

34,342

(3,554)

(40)

39,861

24

39,885

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

 

7,535

 

 

7,535

3

7,538

Other comprehensive income/(loss)

 

 

(24)

(1,652)

(5)

(1,681)

 

(1,681)

Total comprehensive income/(loss)

 

 

 

 

 

 

 

5,857

Dividends

5

333

(3,064)

 

 

(2,726)

 

(2,726)

Other equity transactions

 

(19)

0

 

 

(19)

(8)

(27)

 

 

 

 

 

 

 

 

 

At 31 December 2018

1,185

8,247

38,790

(5,206)

(44)

42,970

19

42,990

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

 

1,843

 

 

1,843

8

1,851

Other comprehensive income/(loss)

 

 

330

(51)

44

323

 

323

Total comprehensive income/(loss)

 

 

 

 

 

 

 

2,174

Dividends

 

 

(3,453)

 

 

(3,453)

 

(3,453)

Share buy-back

 

(500)

 

 

 

(500)

 

(500)

Other equity transactions

 

(15)

(29)

 

 

(44)

(7)

(52)

 

 

 

 

 

 

 

 

 

At 31 December 2019

1,185

7,732

37,481

(5,258)

0

41,139

20

41,159

 

Refer to note 17 Shareholders’ equity and dividends.

Equinor, Annual Report on Form 20-F 2019    171 


 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

Full year

 

(in USD million)

Note

2019

2018

2017

 

 

 

 

 

Income/(loss) before tax

 

9,292

18,874

13,420

 

 

 

 

 

Depreciation, amortisation and net impairment losses

10

13,204

9,249

8,644

Exploration expenditures written off

11

777

357

(8)

(Gains)/losses on foreign currency transactions and balances

 

(224)

166

(127)

(Gains)/losses on sale of assets and businesses

4

(1,187)

(648)

395

(Increase)/decrease in other items related to operating activities

 

1,016

(526)

(884)

(Increase)/decrease in net derivative financial instruments

26

(595)

409

19

Interest received

 

215

176

148

Interest paid

 

(723)

(441)

(622)

 

 

 

 

 

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

 

21,776

27,615

20,985

 

 

 

 

 

Taxes paid

 

(8,286)

(9,010)

(5,766)

 

 

 

 

 

(Increase)/decrease in working capital

 

259

1,090

(417)

 

 

 

 

 

Cash flows provided by operating activities

 

13,749

19,694

14,802

 

 

 

 

 

Cash used in business combinations1)

4

(2,274)

(3,557)

0

Capital expenditures and investments

 

(10,204)

(11,367)

(10,755)

(Increase)/decrease in financial investments

 

(1,012)

1,358

592

(Increase)/decrease in derivative financial instruments

 

298

238

(439)

(Increase)/decrease in other interest bearing items

 

(10)

343

79

Proceeds from sale of assets and businesses

4

2,608

1,773

406

 

 

 

 

 

Cash flows used in investing activities

 

(10,594)

(11,212)

(10,117)

 

 

 

 

 

New finance debt

18

984

998

0

Repayment of finance debt

22

(2,419)

(2,875)

(4,775)

Dividends paid

17

(3,342)

(2,672)

(1,491)

Share buy-back

17

(442)

0

0

Net current finance debt and other

 

(277)

(476)

444

 

 

 

 

 

Cash flows provided by/(used in) financing activities

18

(5,496)

(5,024)

(5,822)

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

(2,341)

3,458

(1,137)

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(38)

(292)

436

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

16

7,556

4,390

5,090

 

 

 

 

 

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

16

5,177

7,556

4,390

 

 

 

 

 

 

1)   Net after cash and cash equivalents acquired.

 

Cash and cash equivalents include bank overdrafts which were zero at 31 December 2019, 2018 and 2017.

 

Interest paid  in cash flows provided by operating activities excludes capitalised interest of USD 480 million, USD 552 million and USD 454 million for the years ending 31 December 2019, 2018 and 2017, respectively. Capitalised interest is included in Capital expenditures and investments in cash flows used in investing activities.

 

172   Equinor, Annual Report on Form 20-F 2019     


 

Notes to the Consolidated financial statements

 

1 Organisation

 

Equinor 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.

 

Equinor ASA’s shares are listed on the Oslo Børs (OSL, Norway) and the New York Stock Exchange (NYSE, USA).

 

The Equinor 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 Equinor group's oil and gas activities and net assets on the Norwegian continental shelf are owned by Equinor Energy AS, a 100% owned operating subsidiary. Equinor Energy AS is co-obligor or guarantor of certain debt obligations of Equinor ASA.

 

The Consolidated financial statements of Equinor for the full year 2019 were authorised for issue in accordance with a resolution of the board of directors on 16 March 2020.

 

2 Significant accounting policies

 

Statement of compliance

The Consolidated financial statements of Equinor ASA and its subsidiaries (Equinor) have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and with IFRSs as issued by the International Accounting Standards Board (IASB), effective at 31 December 2019. 

 

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 this note are, unless otherwise noted, in effect at the balance sheet date. These policies have been applied consistently to all periods presented in these Consolidated financial statements, except as otherwise noted in disclosure related to the impact of policy changes following the adoption of new accounting standards and voluntary changes in 2019, and the adoption of IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments in 2018. Certain amounts in the comparable years have been restated to conform to current year presentation. The subtotals and totals in some of the tables in the notes may not equal the sum of the amounts shown in the primary financial statements 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.    

 

Changes in significant accounting policies in the current period

 

IFRS 16 Leases

With effect from 1 January 2019, Equinor implemented IFRS 16. Reference is made to Note 22 Leases and Note 23 Implementation of IFRS 16 Leases for further information about the standard, the policy and implementation choices made by Equinor, and the IFRS 16 implementation impact.

 

Other standard amendments and interpretations of standards

Other standard amendments or interpretations of standards effective as of 1 January 2019 and adopted by Equinor, were not material to Equinor’s Consolidated financial statements upon adoption.

 

Voluntary change in accounting policy (sales method)
With effect from 1 January 2019, Equinor changed the accounting policy for recognising revenue from the production of oil and gas properties in which Equinor shares an interest with other companies. Instead of recognising revenue based on Equinor’s ownership in producing fields, Equinor now recognises revenue on the basis of volumes lifted and sold to customers during the period (the sales method). This policy change was made due to the agenda decision in the IFRS Interpretations Committee (IFRIC) on the topic “Sale of output by a joint operator (IFRS 11)”, which was finalised in March 2019. The impact of this change on Equinor’s financial statements was not material.


Equinor, Annual Report on Form 20-F 2019    173 


 

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 Equinor have been issued, but were not yet effective.


IFRS 3 Business Combinations amendments

The amendments to IFRS 3, issued in October 2018 and effective from 1 January 2020, introduce clarification to the definition of a business. The amendments also establish an optional test to identify a concentration of fair value that, if applied and met, would lead to the conclusion that an acquired set of activities and assets is not a business. The amendments are to be applied for relevant transactions that occur on or after the implementation date, and Equinor will implement the amendments accordingly. 

Other standards, amendments to standards and interpretations of standards

Other standards, amendments to standards, and interpretations of standards, issued but not yet effective, are either not expected to materially impact Equinor’s Consolidated financial statements, or are not expected to be relevant to Equinor's Consolidated financial statements upon adoption. 

 

Basis of consolidation

The Consolidated financial statements include the accounts of Equinor ASA and its subsidiaries and include Equinor’s interest in jointly controlled and equity accounted investments. 

Subsidiaries

Entities are determined to be controlled by Equinor, and consolidated in Equinor's financial statements, when Equinor 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 Equinor's internal transactions, have been eliminated.

  

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 Equinor holds a long-term interest which is jointly controlled by Equinor 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, Equinor considers the nature of products and markets of the arrangements and whether the substance of their agreements is that the parties involved have rights to substantially all the arrangement's assets. Equinor accounts for its share of assets, liabilities, revenues and expenses in joint operations in accordance with the principles applicable to those particular assets, liabilities, revenues and expenses.

 

Acquisition of ownership shares in joint operations in which the activity constitutes a business, are accounted for in accordance with the requirements applicable to business combinations.

  

Those of Equinor'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 Equinor'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 Equinor's ownership share. Currently there are no significant differences in Equinor's accounting for unincorporated licence arrangements whether in scope of IFRS 11 or not.

  

Joint ventures, in which Equinor has rights to the net assets, are accounted for using the equity method. These currently include the majority of Equinor’s investments in the New Energy Solutions (NES) area, presented within the reportable segment ‘Other’.

  

Investments in companies in which Equinor has neither control nor joint control, but has the ability to exercise significant influence over operating and financial policies, as well as Equinor’s participation in joint arrangements that are joint ventures, are classified as Equity accounted investments. Under the equity method, the investment is carried on the balance sheet at cost plus post-acquisition changes in Equinor’s share of net assets of the entity, less distributions received and less any impairment in value of the investment. The part of an equity accounted investment’s dividend distribution exceeding the entity’s carrying amount in the consolidated balance sheet is reflected as income from equity accounted investments in the Consolidated statement of income. Equinor will subsequently only reflect the share of net profit in the investment that exceeds the dividend already reflected as income. Goodwill may arise as the surplus of the cost of investment over Equinor’s share of the net fair value of the identifiable assets and liabilities of the joint venture or associate. Such

174   Equinor, Annual Report on Form 20-F 2019     


 

goodwill is recorded within the corresponding investment. The Consolidated statement of income reflects Equinor’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 applied into line with Equinor’s. Material unrealised gains on transactions between Equinor and its equity-accounted entities are eliminated to the extent of Equinor’s interest in each equity-accounted entity. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Equinor assesses investments in equity-accounted entities for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  

Equinor 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 Equinor 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 Equinor's share of the statement of income and balance sheet items related to Equinor operated joint operations and similar arrangements are reflected in the Consolidated statement of income and the Consolidated balance sheet. The accounting for lease contracts in joint operations or similar arrangements is described in further detail in Note 23 Implementation of IFRS 16 Leases, in the ‘Distinguishing operators and joint operators as lessees, including sublease considerations’ section, and depends on whether or not Equinor or all partners equally have the primary responsibility for the lease payments.

Reportable segments

Equinor identifies its operating segments (business areas) on the basis of those components of Equinor that are regularly reviewed by the chief operating decision maker, Equinor's corporate executive committee (CEC). Equinor combines business areas when these satisfy relevant aggregation criteria.

  

Equinor'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, with the exception of IFRS 16 Leases. Note 3 Segments includes further information about lease accounting in the reportable segments.

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. Loans from Equinor ASA to subsidiaries with other functional currencies than the parent company, and for which settlement is neither planned nor likely in the foreseeable future, are considered part of the parent company’s net investment in the subsidiary. Foreign exchange differences arising on such loans are recognised in Other comprehensive income (OCI) in the Consolidated financial statements. 

Presentation currency

For the purpose of preparing 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 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

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  
Equinor presents ‘Revenue from contracts with customers’ and ‘Other revenue’ as a single caption, Revenues, in the Consolidated statement of income.

 

Revenue from contracts with customers
Revenue from contracts with customers is recognised upon satisfaction of the performance obligations for the transfer of goods and services in each such contract. The revenue amounts that are recognised reflect the consideration to which Equinor expects to be entitled in exchange for those goods and services. Revenue from the sale of crude oil, natural gas, petroleum products and other

Equinor, Annual Report on Form 20-F 2019    175 


 

merchandise is recognised when a customer obtains control of those products, which normally is when title passes at point of delivery, based on the contractual terms of the agreements. Each such sale normally represents a single performance obligation. In the case of natural gas, sales are completed over time in line with the delivery of the actual physical quantities.  

 

Sales and purchases of physical commodities, when they are not settled net due to being deemed financial instruments or part of separate trading strategies, are presented on a gross basis as revenues from contracts with customers and purchases [net of inventory variation] in the statement of income. Sales of Equinor’s own produced oil and gas volumes are always reflected gross as revenue from contracts with customers.

 

Revenues from the production of oil and gas properties in which Equinor shares an interest with other companies are recognized on the basis of volumes lifted and sold to customers during the period (the sales method). Where Equinor has lifted and sold more than the ownership interest, an accrual is recognized for the cost of the overlift. Where Equinor 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.

 

Other revenue

Items representing a form of revenue, or which are closely connected with revenue from contracts with customers, are presented as other revenue if they do not qualify as revenue from contracts with customers. These other revenue items include taxes paid in-kind under certain production sharing agreements (PSAs) and the net impact of commodity trading and commodity-based derivative instruments connected with sales contracts or revenue-related risk management.

 

Revenue from contracts with customers and Other revenue are presented as a single caption, Revenues, in the Consolidated statement of income.

Transactions with the Norwegian State

Equinor 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 from contracts with customers, respectively. Equinor 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. Natural gas sales made in the name of Equinor subsidiaries are also presented net of the SDFI’s share in the Consolidated statement of income, but this activity is reflected gross in the Consolidated balance sheet.

 

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 Equinor. 

Research and development

Equinor undertakes research and development both on a funded basis for licence holders and on an unfunded basis for projects at its own risk. Equinor'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 most likely amount for probable 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, and on unused tax losses and credits carried forward, 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

176   Equinor, Annual Report on Form 20-F 2019     


 

active markets, expected volatility of trading profits, expected currency rate movements and similar facts and circumstances. When an asset retirement obligation or a lease contract is initially reflected in the accounts, a deferred tax liability and a corresponding deferred tax asset are recognized simultaneously and accounted for in line with other deferred tax items. 

Oil and gas exploration, evaluation and development expenditures

Equinor 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 discovery. 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 Equinor has made arrangements to fund a portion of the selling partner'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. Equinor 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.

  

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. Contingent consideration included in the acquisition of an asset or group of similar assets is initially measured at its fair value, with later changes in fair value other than due to the passage of time reflected in the book value of the asset or group of assets, unless the asset is impaired. 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 Equinor. 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 fair value, primarily 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 Equinor, 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

Equinor, Annual Report on Form 20-F 2019    177 


 

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, Equinor 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, which is when 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

Following the implementation of IFRS 16 Leases on 1 January 2019, the accounting policies for lease accounting in Equinor have changed. Relevant accounting policies applied throughout 2019, including policy choices made, are described in Note 23 Implementation of IFRS 16 Leases. 

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 (CGU), 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. In acquisitions made on a post-tax basis according to the rules on the NCS, a provision for deferred tax is reflected in the accounts based on the difference between the acquisition cost and the transferred tax depreciation basis. The offsetting entry to such deferred tax amounts is reflected as goodwill, which is allocated to the CGU or group of CGUs on whose tax depreciation basis the deferred tax has been computed. 

Financial assets

Financial assets are initially recognised at fair value when Equinor 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, Equinor classifies its financial assets into the following three categories: Financial investments at amortised cost, at fair value through profit or loss, and at fair value through other comprehensive income based on an evaluation of the contractual terms and the business model applied. Certain long-term investments in other entities, which do not qualify for the equity method or consolidation, are included as at fair value through profit or loss.

  

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. Short-term highly liquid investments with original maturity exceeding 3 months are classified as current financial investments. Cash and cash equivalents and current financial investment are accounted for at amortised cost or at fair value through profit or loss.

  

Trade receivables are carried at the original invoice amount less a provision for doubtful receivables which represent expected losses computed on a probability-weighted basis.

  

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Equinor’s financial asset impairment losses are measured and recognised based on expected losses. 

 

A part of Equinor's financial investments is managed together as an investment portfolio of Equinor'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 at fair value 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 Equinor 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.

Financial assets are de-recognised when assets are sold or the contractual rights expire, are redeemed, or cancelled. Gains and losses arising on the sale, settlement or cancellation of financial assets are recognised either in interest income and other financial items or in interest and other finance expenses within Net financial items.

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

Equinor 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 Equinor'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 Equinor’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-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 Equinor's most recently approved long-term forecasts. Updates of assumptions and economic conditions in establishing the long-term forecasts are reviewed by management on regular basis and updated at least annually. For assets and CGUs with an expected useful life or timeline for production of expected oil and natural gas reserves extending beyond 5 years, including planned onshore production from shale assets with a long development and production horizon, the forecasts reflect expected production volumes, and the related cash flows include project or asset specific estimates reflecting the relevant period. Such estimates are established based on Equinor'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 Equinor'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 in 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

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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. When impairment testing goodwill originally recognised as an offsetting item to the computed deferred tax provision in a post-tax transaction on the NCS, the remaining amount of the deferred tax provision will factor into the impairment evaluations. Once recognised, impairments of goodwill are not reversed in future periods. 

Financial liabilities

Financial liabilities are initially recognised at fair value when Equinor 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 Equinor 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 Equinor'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.   

 

Share buy-backs

Where Equinor has either acquired own shares under a share buy-back programme, or has placed an irrevocable order with a third party for Equinor shares to be acquired in the market, such shares are reflected as a reduction in equity as treasury shares. The remaining outstanding part of an irrevocable order to acquire shares is accrued for and classified as Trade, other payables and provisions.


Derivative financial instruments

Equinor 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 other revenues, as such derivative instruments are related to sales contracts or revenue-related risk management for all significant purposes. The impact of other derivative 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. Derivative financial instruments held for the purpose of being traded are however always classified as short term.

 

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 Equinor's expected purchase, sale or usage requirements, also referred to as own-use, are not accounted for as financial instruments. Such sales and purchases of physical commodity volumes are reflected in the statement of income as revenue from contracts with customers and purchases [net of inventory variation], respectively. 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.

For contracts to sell a non-financial item that can be settled net in cash, but which ultimately are physically settled despite not qualifying as own-use prior to settlement, the changes in fair value prior to settlement is included in gain/(loss) on commodity derivatives. The resulting impact upon physical settlement is shown separately and included in other revenues. Actual physical deliveries made by Equinor through such contracts are included in revenue from contracts with customers at contract price.

   

Derivatives embedded in host contracts which are not financial assets within the scope of IFRS 9 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

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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, Equinor 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

Equinor 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.

  

Equinor'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.

  

Equinor'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 Equinor'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 Equinor ASA's functional currency being USD, the significant part of Equinor'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 Equinor 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 Equinor 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

Equinor 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 Equinor has an obligation (legal or constructive) to dismantle and remove a facility or an item of property, plant and equipment and to restore the site on which it is located, and when a reliable estimate of that liability can be made. The amount recognised is the present value of the estimated future expenditures determined in accordance with local conditions and requirements. Cost is estimated based on current regulations and technology, considering relevant risks and uncertainties. The discount rate used in the calculation of the ARO is a risk-free rate based on the applicable currency and time horizon of the underlying cash flows, adjusted for a credit premium which reflects Equinor's own credit risk. Normally an obligation arises for a new facility, such as

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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 Equinor'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 Equinor'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 Equinor in determining the fair values of assets and liabilities to the extent possible. Financial instruments quoted in active markets will typically include financial 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, Equinor 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 Equinor 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 Equinor 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, Equinor markets and sells the Norwegian State's share of oil and gas production from the NCS. Equinor includes the costs of purchase and proceeds from the sale of the SDFI oil production in purchases [net of inventory variation] and revenues from contracts with customers, respectively. In making the judgement, Equinor has considered whether it controls the State originated crude oil volumes prior to onwards sales to third party customers. Equinor directs the use of the volumes, and although certain benefits from the sales subsequently flow to the State, Equinor purchases the crude oil volumes from the State and obtains substantially all the remaining benefits. On that basis, Equinor has concluded that it acts as principal in these sales.

 

Equinor 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 Equinor's Consolidated financial statements. In making the judgement, Equinor concluded that ownership of the gas had not been transferred from the SDFI to Equinor. Although Equinor 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, Equinor is not considered the principal in the sale of the SDFI’s natural gas volumes.

Distinguishing between operators and joint operations as lessees in the application of IFRS 16 Leases

In implementing and applying IFRS 16 Leases, the matter of distinguishing between operators and joint operations as lessees, including sublease considerations, has been deemed critical. It involves a considerable degree of judgement with significant impact for the lease-related amounts recognised as assets and liabilities. This matter and the judgements involved are discussed in Note 23 Implementation of IFRS 16 Leases.

Acquisition accounting

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, and the conclusion may materially affect the financial statements both in the transaction period and in terms of future periods’ operating income. 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.

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Equinor applies the acquisition method for transactions involving business combinations, and applies the requirements applicable to the acquisition method when an interest or an additional interest is acquired in a joint operation which constitutes a business. Application of the acquisition method for business combinations may in itself require significant judgement in applying accounting policies in, among other matters, determining and measuring the full transaction consideration including contingent consideration elements, identifying all tangible and intangible assets acquired as well as liabilities assumed, establishing their fair values, determining deferred tax elements, and allocating the purchase price accordingly, including measurement and allocation of goodwill.

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 when these 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.

  

Equinor 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, Equinor'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 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year, and therefore may most significantly impact the amounts reported on the results of operations and the financial position. 

Proved oil and gas reserves

Proved oil and gas reserves may materially impact the carrying amounts of producing oil and gas assets, particularly for assets in the later stages of their useful lives, 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 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 reserves are divided into proved developed and proved undeveloped reserves. Proved developed reserves are to be recovered through existing wells with existing equipment and operating methods, or where the cost of the required equipment is relatively minor compared to the cost of a new well. Proved undeveloped reserves are to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major capital expenditure is required for recompletion. Undrilled well locations can be classified as having proved undeveloped reserves if a development plan is in place indicating that they are scheduled to be drilled within five years, unless specific circumstances justify a longer time horizon. Specific circumstances are for instance fields which have large up-front investments in offshore infrastructure, such as many fields on the NCS, where drilling of wells is scheduled to continue for much longer than five years. For unconventional reservoirs where continued drilling of new wells is a major part of the investments, such as the US onshore assets, the proved reserves are always limited to proved well locations scheduled to be drilled within five years. 

  

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 and 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 Equinor's proved reserves estimates, and the results of this evaluation do not differ materially from Equinor's estimates. 

Expected oil and gas reserves

Expected oil and gas reserves may materially impact the carrying amounts of oil and gas assets, deferred tax assets, and certain related liabilities. Changes in the expected reserves, for instance as a result of changes in prices, will impact the amounts of asset retirement obligations and impairment testing of upstream assets, which in turn may lead to changes in impairment charges affecting operating

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income and the carrying value of upstream assets. Expected oil and gas reserves are the estimated remaining, commercially recoverable quantities, based on Equinor's judgement of future economic conditions, from projects in operation or decided 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 classified in accordance with the Norwegian resource classification system issued by the Norwegian Petroleum Directorate, 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.  

  

For unconventional reservoirs the expected reserves are the recoverable oil and gas quantities associated with production from both existing wells and continued drilling of future wells, not limited to proved locations only. In general, the reserve volumes in these reservoirs are therefore more dependent on future capital expenditures, compared to conventional fields with larger up-front investments in central facilities. Future development of the unconventional reservoirs and the resulting reserves can therefore more easily be adjusted as expectations of future commodity prices change, through removing or adding future wells to the drilling schedule.  

Exploration and leasehold acquisition costs

Equinor capitalises the costs of drilling exploratory wells pending determination of whether the wells have found proved oil and gas reserves. Equinor 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 carrying values of these assets and consequently, the operating income for the period.  

 

Impairment/reversal of impairment

Equinor 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 its 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 expected cash flow approach is applied to reflect uncertainties in timing and amount inherent in the assumptions used in the estimated future cash flows.

  

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 Equinor’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, impact of the timing of tax incentive regulations, 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. 

 

Asset retirement obligations

Equinor has significant obligations to decommission and remove offshore installations at the end of the production period. Establishing the appropriate provisions for such obligations involve the application of considerable judgement and involve an inherent risk of significant adjustments. 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. Moreover, changes in the discount rate and currency exchange rates may impact the estimates significantly. As a result, the initial

184   Equinor, Annual Report on Form 20-F 2019     


 

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.

Income tax

Every year Equinor 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. There may be uncertainties related to interpretations of applicable tax laws and regulations regarding amounts in Equinor’s tax returns, which are filed in a considerable number of tax regimes. For cases of uncertain tax treatments it may take several years to complete the discussions with relevant tax authorities or to reach resolutions of the appropriate tax positions through litigation.

 

The carrying values of income tax related assets and liabilities are based on Equinor's interpretations of applicable laws, regulations and relevant court decisions. The quality of these estimates, including the most likely outcomes of uncertain tax treatments, 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.  

The Covid-19 virus pandemic

The coronavirus (Covid-19) pandemic has been declared a global emergency by the World Health Organisation (WHO), and has made countries, organisations and Equinor take measures to mitigate risk for communities, employees and business operations. The pandemic continues to progress and evolve, and at this juncture it is challenging to predict the full extent and duration of resulting operational and economic impact for Equinor. A continued development of the pandemic and mitigating actions enforced by health authorities create uncertainty related to key assumptions applied in the valuation of our assets and measurement of our liabilities. These key assumptions include commodity prices, changes to demand for and supply of oil and gas, and the discount rate to be applied.

 

 

3 Segments

 

Equinor’s operations are managed through the following operating segments (business areas): Development & Production Norway (DPN), Development & Production Brazil (DPB), 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, DPB in Brazil and DPI worldwide outside of DPN and DPB.

 

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.

 

TPD is responsible for the global project portfolio, well delivery, new technology and sourcing across Equinor. The activities are allocated and presented in the respective business areas receiving the deliveries.

 

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 DPB are aggregated into the reporting segment Exploration & Production International (E&P 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) 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 2019, 2018 and 2017 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.

Equinor, Annual Report on Form 20-F 2019    185 


 

 The measurement basis for segments is IFRS as applied by the group with the exception of IFRS 16 Leases and the line item Additions to property, plant and equipment (PP&E), intangibles and equity accounted investments. All IFRS 16 leases are presented within the Other segment. The lease costs for the period are allocated to the different segments based on underlying lease payments, with a corresponding credit in the Other segment. Lease costs allocated to licence partners are recognised as other revenue in the Other segment. Additions to PP&E, intangible assets and equity accounted investments in the E&P and MMP segments include the period’s allocated lease costs related to activity being capitalised with a corresponding negative addition in the Other segment. The line item Additions to property, plant and equipment (PP&E), intangibles and equity accounted investments excludes movements related to changes in asset retirement obligations .

 

(in USD million)

E&P Norway

E&P International

MMP

Other

Eliminations

Total

 

 

 

 

 

 

 

Full year 2019

 

 

 

 

 

 

Revenues third party, other revenues and other income

1,048

2,127

60,491

527

0

64,194

Revenues inter-segment  

17,769

8,168

439

4

(26,379)

0

Net income/(loss) from equity accounted investments

15

30

25

93

0

164

 

 

 

 

 

 

 

Total revenues and other income

18,832

10,325

60,955

624

(26,379)

64,357

 

 

 

 

 

 

 

Purchases [net of inventory variation]  

(1)

(34)

(54,454)

(1)

24,958

(29,532)

Operating, selling, general and administrative expenses  

(3,284)

(3,352)

(4,897)

272

793

(10,469)

Depreciation, amortisation and net impairment losses

(5,439)

(6,361)

(600)

(804)

0

(13,204)

Exploration expenses

(478)

(1,377)

0

0

0

(1,854)

 

 

 

 

 

 

 

Total operating expenses

(9,201)

(11,124)

(59,951)

(533)

25,750

(55,058)

 

 

 

 

 

 

 

Net operating income/(loss)

9,631

(800)

1,004

92

(629)

9,299

 

 

 

 

 

 

 

Additions to PP&E, intangibles and equity accounted investments

7,316

5,855

788

823

0

14,782

 

 

 

 

 

 

 

Balance sheet information

 

 

 

 

 

 

Equity accounted investments

3

321

90

1,028

0

1,442

Non-current segment assets

33,795

37,558

5,124

4,214

0

80,691

Non-current assets, not allocated to segments 

 

 

 

 

 

11,152

 

 

 

 

 

 

 

Total non-current assets

 

 

 

 

 

93,285

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

186   Equinor, Annual Report on Form 20-F 2019     


 

(in USD million)

E&P Norway

E&P International

MMP

Other

Eliminations

Total

 

 

 

 

 

 

 

Full year 2018

 

 

 

 

 

 

Revenues third party, other revenues and other income

588

3,181

75,487

45

0

79,301

Revenues inter-segment

21,877

9,186

291

2

(31,355)

0

Net income/(loss) from equity accounted investments

10

31

16

234

0

291

 

 

 

 

 

 

 

Total revenues and other income

22,475

12,399

75,794

280

(31,355)

79,593

 

 

 

 

 

 

 

Purchases [net of inventory variation]

2

(26)

(69,296)

(0)

30,805

(38,516)

Operating, selling, general and administrative expenses

(3,270)

(3,006)

(4,377)

(288)

653

(10,286)

Depreciation, amortisation and net impairment losses

(4,370)

(4,592)

(215)

(72)

0

(9,249)

Exploration expenses

(431)

(973)

0

0

0

(1,405)

 

 

 

 

 

 

 

Total operating expenses

(8,069)

(8,597)

(73,888)

(360)

31,458

(59,456)

 

 

 

 

 

 

 

Net operating income/(loss)

14,406

3,802

1,906

(79)

103

20,137

 

 

 

 

 

 

 

Additions to PP&E, intangibles and equity accounted investments

6,947

7,403

331

519

0

15,201

 

 

 

 

 

 

 

Balance sheet information

 

 

 

 

 

 

Equity accounted investments

1,102

296

92

1,373

0

2,863

Non-current segment assets

30,762

38,672

5,148

353

0

74,934

Non-current assets, not allocated to segments 

 

 

 

 

 

8,655

 

 

 

 

 

 

 

Total non-current assets

 

 

 

 

 

86,452

Equinor, Annual Report on Form 20-F 2019    187 


 

(in USD million)

E&P Norway

E&P International

MMP

Other

Eliminations

Total

 

 

 

 

 

 

 

Full year 2017

 

 

 

 

 

 

Revenues third party, other revenues and other income

(23)

1,984

58,935

102

0

60,999

Revenues inter-segment

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]

0

(7)

(52,647)

(0)

24,442

(28,212)

Operating, selling, general and administrative expenses

(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)

 

 

 

 

 

 

 

Total operating expenses

(7,207)

(7,915)

(56,828)

(326)

24,860

(47,416)

 

 

 

 

 

 

 

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

 

 

See note 4 Acquisitions and disposals for information on transactions that affect the different segments.

 

See note 10 Property, plant and equipment for further information on impairment losses and impairment reversals that affect the different segments.

 

See note 11 Intangible assets for information on impairment losses and impairment reversals that affect the different segments.

 

See note 24 Other commitments, contingent liabilities and contingent assets for information on contingencies that affect the segments.

Revenues from contracts with customers by geographical areas

Equinor has business operations in more than 30 countries.  When attributing the line item Revenues third party, other revenue and other income to the country of the legal entity executing the sale for 2019, Norway constitutes 75% and the US constitutes 18%. For 2018 the revenues to Norway and US constituted 75% and 18% respectively and for 2017 74% and 17% respectively.

188   Equinor, Annual Report on Form 20-F 2019     


 

Non-current assets by country

 

 

 

 

At 31 December

(in USD million)

2019

2018

2017

 

 

 

 

Norway

40,292

34,952

34,588

USA

17,776

19,409

19,267

Brazil

8,724

7,861

4,584

UK

5,657

4,588

4,222

Canada

1,672

1,546

1,715

Azerbaijan

1,598

1,452

1,472

Angola

1,564

1,874

2,888

Denmark

984

407

266

Tanzania

964

957

960

Algeria

915

986

1,114

Other countries

1,986

3,764

3,732

 

 

 

 

Total non-current assets1)

82,133

77,797

74,809

 

1) Excluding deferred tax assets, pension assets and non-current financial assets.  

 

Revenues from contracts with customers and other revenues

(in USD million)

2019

2018

2017

 

 

 

 

Crude oil

33,505

40,948

29,519

 

 

 

 

Natural gas1)

11,281

14,070

11,420

     - European gas

9,366

11,675

9,739

     - North American gas

1,359

1,581

1,248

     - Other incl LNG

556

814

433

 

 

 

 

Refined products

10,652

13,124

11,423

Natural gas liquids

5,807

7,167

5,647

Transportation

967

1,033

 

Other sales

445

903

2,963

 

 

 

 

Total revenues from contracts with customers

62,657

77,246

60,971

 

 

 

 

Over/Under lift

 

137

 

Taxes paid in-kind

344

865

 

Physically settled commodity derivatives2)

(1,086)

488

 

Gain/(loss) on commodity derivatives

732

(216)

 

Other revenues

265

36

 

Total other revenues

254

1,309

 

 

 

 

 

Revenues

62,911

78,555

60,971

 

 

 

 

1) Retrospectively applied the disaggregation of Natural gas revenues.

 

 

 

2) Retrospectively reclassified Physically settled commodity derivatives to Total other revenues, previously presented as Natural gas revenues included in Total revenues from contracts with customers.

 

 

 

 

For 2017 the transportation element included in sales transactions with customers are included in Crude Oil, Refined Products and Natural Gas Liquids. Other transportation was included in other sales. For 2018 and 2019, these elements are included in Transportation. The elements included in Total other revenues were for 2017 included in other sales.

Equinor, Annual Report on Form 20-F 2019    189 


 

4 Acquisitions and disposals

 

2019

Acquisition of interest in Rosebank project in UK

In the first quarter of 2019 Equinor closed an agreement to acquire Chevron’s 40% operated interest in the Rosebank project. A cash consideration of USD 71 million was paid on the closing date and is subject to final adjustment. The payment of the remaining consideration is subject to certain conditions being met and was reflected at fair value at the transaction date. The transaction represents an asset purchase. The fair value of the acquired exploration asset has been recognised in the Exploration & Production International (E&P International) segment.

 

Acquisition of 100% shares in Danske Commodities

In the first quarter of 2019 Equinor closed an agreement to acquire 100% of the shares in a Danish energy trading company Danske Commodities (DC) for a cash consideration of EUR 465 million (USD 535 million). In addition, Equinor recognised an insignificant liability for contingent consideration depending on DC’s performance measured at the fair value on the transaction date. The assets and liabilities related to the acquired business have been reflected according to IFRS 3 Business Combinations. The acquisition resulted in an increase of Equinor’s non-current assets of USD 13 million, current assets of USD 836 million, current liabilities of USD 749 million, and deferred tax liability of USD 2 million. The transaction has been accounted for in the Marketing, Midstream & Processing (MMP) segment and resulted in goodwill of USD 437 million reflecting the expected synergies on the acquisition and competence and access to the energy markets. In the fourth quarter of 2019, the purchase price allocation was finalised with no significant change compared to initial recognition.

 

Acquisition of offshore wind lease in USA

In the first quarter of 2019 Equinor paid a winning bid of USD 135 million in an auction for the rights to develop a wind farm within an offshore wind lease OCS-A 0520, in an area offshore the Commonwealth of Massachusetts. The transaction was accounted for as an asset acquisition. Upon completion the acquisition was recognised in the Other segment as an increase in the intangible assets.

 

Swap of interests in the Norwegian Sea and the North Sea region of the Norwegian continental shelf

In the second quarter of 2019 Equinor and Faroe Petroleum closed a swap transaction in the Norwegian Sea and the North Sea region of the Norwegian continental shelf (NCS) with no cash effect at the effective date. The effective date of the swap transaction is 1 January 2019. The assets and liabilities related to the acquired interests have been reflected in accordance with the principles of IFRS 3 Business Combinations. The acquisition resulted in increased assets of USD 280 million, including goodwill of USD 82 million, and increased liabilities of USD 97 million. In the third quarter of 2019 the purchase price allocation was finalised with no significant change compared to initial recognition. A gain of USD 137 million on the divested interests has been presented in the line item Other income in the Consolidated statement of income. The transactions were tax-exempted and have been accounted for in the E&P Norway segment.

 

Acquisition and divestment of operated interest in the Bacalhau (formerly Carcará) field in Brazil

In the second quarter of 2019 Equinor and Barra Energia (“Barra”) closed an agreement for Equinor to acquire Barra’s 10% interest in the BM-S-8 licence in Brazil’s Santos basin. Upon closing, Equinor sold 3.5% to ExxonMobil and 3% to Galp, fully aligning interests across BM-S-8 and Bacalhau (formerly Carcará North). The total consideration for Barra’s 10% interest was USD 415 million, and the transaction was accounted for as an asset acquisition. The total consideration for divested interests is on the same terms as the invested interest and amounts to USD 269 million. The value of the net acquired exploration assets resulted in an increase in intangible assets of USD 146 million at the date of transactions. The net cash payment from the transactions is USD 101 million. The transactions have been accounted for in the E&P International segment.

 

Acquisition of interest in the Caesar Tonga field in the Gulf of Mexico

In the third quarter of 2019 Equinor received governmental approval and closed a deal to acquire preferential rights to an additional 22.45% interest in the Caesar Tonga oil field from Shell Offshore Inc. The total consideration, including interim period settlement, was USD 813 million in cash. The assets and liabilities related to the acquired interests have been reflected in accordance with the principles of IFRS 3 Business Combinations. The acquisition resulted in increased assets of USD 850 million and increased liabilities of USD 37 million. The transaction increased Equinor’s interest in the field from 23.55% to 46.00%. The transaction was recognised in the E&P International segment.

 

Acquisition of interest in the Johan Sverdrup field and divestment of Lundin Petroleum AB shares

In the third quarter of 2019 Equinor closed a deal to divest a 16% shareholding in Lundin Petroleum AB (Lundin) for a direct interest of 2.6% in the Johan Sverdrup field in addition to a cash consideration. The consideration for the Lundin shares was SEK 14,510 million (USD 1,508 million) at the closing date, while the consideration for the Johan Sverdrup interest was USD 981 million including interim period settlement.

 

On 5 August 2019 the divestment of the shares in Lundin was closed, and Equinor recognised a gain of USD 837 million including recycling of other comprehensive income and a fair value adjustment of the remaining 4.9% shares (subsequent to Lundin redeeming the acquired shares). The gain on the divested interest is presented in the line item Other income in the E&P Norway segment.

190   Equinor, Annual Report on Form 20-F 2019     


 

 

After the divestment the remaining investment in Lundin is recognised at fair value through profit and loss and classified as non-current financial investment in the balance sheet.

 

On 30 August 2019 the acquisition of 2.6% of the Johan Sverdrup field was closed. The acquired interest has been reflected in accordance with the principles of IFRS 3 Business Combinations. The acquisition resulted in increased assets of USD 1,580 million, including goodwill of USD 612 million, increased deferred tax of USD 612 million and other changes of USD 13 million. The acquisition has been accounted for in the E&P Norway segment.

 

Both transactions were tax-exempted.

 

Divestment of interest in Arkona offshore windfarm

In the fourth quarter of 2019, Equinor closed an agreement to sell a 25% ownership interest in the AWE-Arkona-Windpark Entwicklunds-GMBH to EIP Offshore Wind Germany I Holding GMBH for a total amount of EUR 475 million (USD 526 million) including interim period settlement. Following the transaction, Equinor retains a 25% interest in the Arkona offshore windfarm. RWE Renewables will remain the operator with a 50% interest. A gain of USD 212 million has been presented in the line item Other income in the Consolidated statement of income in the Other segment.

 

Divestment of interest in Eagle Ford asset in the onshore USA

In the fourth quarter of 2019, Equinor closed an agreement to sell all its interests in the Eagle Ford onshore asset as well as all of Equinor’s shares in Edwards Lime Gathering LLC for a consideration of USD 352 million. An immaterial loss has been presented in the line item Operating expenses in the Consolidated statement of income. The loss on sale is presented in the E&P International segment.

 

Investment of interest onshore Argentina

On 18 December 2019 Equinor entered into an agreement to acquire a 50% interest in SPM Argentina S.A (SPM) from Schlumberger Production Management Holding Argentina B.V. SPM holds a 49% interest in the Bandurria Sur onshore block in Argentina, and the block is in the late pilot phase of development. The consideration before adjustments is USD 177,5 million. The consideration will be adjusted for cash flows, including cash flows related to working capital and debt, from 1 January 2020 until closing. Upon closing, the acquisition is expected to be accounted for by using the equity method. Closing is expected in the first quarter of 2020 and the investment will be accounted for in the E&P International segment.

 

2018

Acquisition of interests in Martin Linge field and Garantiana discovery

In the first quarter of 2018 Equinor and Total closed an agreement to acquire Total’s equity stakes in the Martin Linge field (51%) and the Garantiana discovery (40%) on the NCS. Through this transaction Equinor increased the ownership share in the Martin Linge field from 19% to 70%. Equinor has paid Total a consideration of USD 1,541 million and has taken over the operatorships. The assets and liabilities related to the acquired portion of Martin Linge and Garantiana have been reflected in accordance with the principles of IFRS 3 Business Combinations. The acquisition resulted in an increase of Equinor’s property, plant and equipment of USD 1,418 million, intangible assets of USD 116 million, goodwill of USD 265 million, deferred tax liabilities of USD 265 million and other assets of USD 7 million. The partners have joint control and Equinor continues to account for its interest on a pro-rata basis using Equinor's new ownership share. The transaction has been accounted for in the E&P Norway segment.

 

Acquisition of Cobalt’s North Platte interest in the Gulf of Mexico

In the first quarter of 2018 Equinor’s co-bid with Total in the bankruptcy auction for Cobalt’s interest in the North Platte discovery was successful with an aggregate bid of USD 339 million. The transaction was closed in April 2018. Upon closing, Total as operator owns 60% of North Platte and Equinor owns the remaining 40%. The value of the acquired exploration assets has been recognised in the E&P International segment for an amount of USD 246 million as intangible assets. Additionally, the transaction includes a contingent consideration up to USD 20 million.

 

Acquisition of interest in Roncador field in Brazil

In the second quarter of 2018 Equinor closed an agreement with Petrobras to acquire a 25% interest in Roncador, an oil field in the Campos Basin in Brazil. Equinor paid Petrobras a cash consideration of USD 2,133 million, in addition to recognising a liability for contingent consideration of USD 392 million. The assets and liabilities related to the acquired portion of Roncador have been reflected in accordance with the principles of IFRS 3 Business Combinations. The acquisition resulted in an increase of Equinor’s property, plant and equipment of USD 2,550 million, intangible assets of USD 392 million and an increase in provisions of USD 808 million. In the second quarter of 2019 the purchase price allocation was finalised with no significant change compared to initial recognition. The partners have joint control and Equinor will account for its interest on a pro-rata basis. The transaction has been accounted for in the E&P International segment.

 

Acquisition and divestment of operated interest in Bacalhau (formerly Carcará) field in Brazil

In the fourth quarter of 2016 Equinor acquired a 66% operated interest in the Brazilian offshore licence BM-S-8 in the Santos basin from Petróleo Brasileiro S.A. (“Petrobras”). The value of the acquired exploration assets resulted in an increase in intangible assets of USD 2,271 million at the transaction date.

Equinor, Annual Report on Form 20-F 2019    191 


 

 

In the fourth quarter of 2017, a consortium comprising Equinor (operator, 40%), ExxonMobil (40%) and Galp (20%) presented the winning bid (67.12% of profit oil) for the Bacalhau (formerly Carcará North) block in the Santos basin. Equinor’s share of the pre-determined signature bonus paid by the consortium in December 2017 was USD 350 million and was recognised as an intangible asset. 

 

In the fourth quarter of 2017 Equinor acquired Queiroz Galvão Exploração e Produção (“QGEP”)’s 10% interest in licence BM-S-8 in Brazil’s Santos basin increasing the operated interest to 76%. The value of the acquired exploration assets resulted in an increase in intangible assets of USD 362 million at the transaction date.

 

In the second quarter of 2018 Equinor completed the divestment of 39.5% of its 76% interest in BM-S-8, agreed in October 2017. 36.5% interest was divested to ExxonMobil and 3% to Galp for a total consideration of USD 1,493 million. The transaction is accounted for with no impact on the Consolidated statement of income. The cash proceeds from the sale were USD 1,016 million. The transactions are accounted for in the E&P International segment.

 

Divestment of interests in discoveries on the Norwegian continental shelf

In the fourth quarter of 2018 Equinor closed an agreement with Aker BP to sell its 77.8% operated interest in the King Lear discovery on the Norwegian continental shelf (NCS) for a total consideration of USD 250 million and an agreement with PGNiG to sell its non-operated interests in the Tommeliten discovery on the NCS for a total consideration of USD 220 million. A gain of USD 449 million has been presented in the line item Other income in the Consolidated statement of income in the E&P Norway segment. The transaction was tax exempt under the Norwegian petroleum tax legislation.

 

2017

Sale of interest in Kai Kos Dehseh

In the first quarter of 2017 Equinor closed an agreement 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 and a series of contingent payments, 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 was recognised as operating expense and included a reclassification of accumulated foreign exchange losses, previously recognised in other comprehensive income/(loss). The transaction was reflected in the E&P International segment.

 

Extension of the Azeri-Chirag-Deepwater Gunashli production sharing agreement

In the third quarter of 2017 the Azeri-Chirag-Deepwater Gunashli (ACG) production sharing agreement was extended by 25 years. 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, Equinor’s participating interest was adjusted to 7.27% down from 8.56%. Equinor's share of a total payment of USD 3.6 billion to the State Oil Fund of the Republic of Azerbaijan will be approximately USD 349 million to be paid over a period of 8 years.

 

5 Financial risk and capital management  

 

General information relevant to financial risks

Equinor's business activities naturally expose Equinor to financial risk. Equinor’s approach to risk management includes assessing and managing risk in all activities using a holistic risk approach. Equinor consider correlations between the most important market risks and the natural hedges inherent in Equinor’s portfolio. This approach allows Equinor to reduce the number of risk management transactions and avoid sub-optimisation.

 

The corporate risk committee, which is headed by the chief financial officer, is responsible for defining, developing and reviewing Equinor’s risk policies. The chief financial officer, assisted by the committee, is also responsible for overseeing and developing Equinor’s Enterprise Risk Management and proposing appropriate measures to adjust risk at the corporate level.

 

Mandates in the trading organisations within crude oil, refined products, natural gas and electricity are relatively small compared to the total market risk of Equinor.

 

Financial risks

Equinor’s activities expose Equinor to market risk (including commodity price risk, currency risk, interest rate risk and equity price risk), liquidity risk and credit risk.

 

Market risk

Equinor 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 Equinor 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.

192   Equinor, Annual Report on Form 20-F 2019     


 

 

For more information on sensitivity analysis of market risk see note 26 Financial instruments: fair value measurement and sensitivity analysis of market risk.

 

Commodity price risk

Equinor’s most important long-term commodity risk (oil and natural gas) is related to future market prices as Equinor´s risk policy is to be exposed to both upside and downside price movements. To manage short-term commodity risk, Equinor 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. Equinor’s bilateral gas sales portfolio is exposed to various price indices with a combination of gas price markers.

 

The term of crude oil and refined oil products derivatives are usually less than one year, and they are traded mainly on the Inter Continental Exchange (ICE) in London, the New York Mercantile Exchange (NYMEX), the OTC Brent market, and crude and refined products swap markets. The term of natural gas and electricity derivatives is usually three years or less, and they are mainly OTC physical forwards and options, NASDAQ OMX Oslo forwards and futures traded on the NYMEX and ICE.

 

Currency risk

Equinor’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, Equinor’s currency management is primarily linked to mitigate currency risk related to payments in NOK. This means that Equinor 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. Equinor 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 Equinor’s long-term debt portfolio see note 18 Finance debt.

 

Equity price risk

Equinor’s captive insurance company holds listed equity securities as part of its portfolio. In addition, Equinor holds some other listed and non-listed equities mainly for long-term strategic purposes. By holding these assets Equinor is exposed to equity price risk, defined as the risk of declining equity prices, which can result in a decline in the carrying value of Equinor’s assets recognised in the balance sheet. The equity price risk in the portfolio held by Equinor’s captive insurance company is managed, with the aim of maintaining a moderate risk profile, through geographical diversification and the use of broad benchmark indexes.

 

Liquidity risk

Liquidity risk is the risk that Equinor will not be able to meet obligations of financial liabilities when they become due. The purpose of liquidity management is to ensure that Equinor has sufficient funds available at all times to cover its financial obligations.

 

The main cash outflows include 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 paper 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 2019 the facility has not been drawn.

 

Equinor raises debt in all major capital markets (US, Europe and Asia) for long-term funding purposes. The policy is to have a maturity profile with repayments not exceeding 5% of capital employed in any year for the nearest five years. Equinor’s non-current financial liabilities have a weighted average maturity of approximately nine years.  

 

For more information about Equinor’s non-current financial liabilities see note 18 Finance debt.

Equinor, Annual Report on Form 20-F 2019    193 


 

The table below shows a maturity profile, based on undiscounted contractual cash flows, for Equinor’s financial liabilities.

 

 

At 31 December

 

2019

2018

(in USD million)

Non-derivative financial liabilities

Lease liabilities

Derivative financial liabilities

Non-derivative financial liabilities

Lease liabilities

Derivative financial liabilities

 

 

 

 

 

 

 

Year 1

13,388

1,210

204

11,958

61

271

Year 2 and 3

4,370

1,483

606

5,504

120

677

Year 4 and 5

6,238

673

175

4,919

123

203

Year 6 to 10

8,449

892

479

10,611

150

611

After 10 years

10,567

349

370

9,570

48

725

 

 

 

 

 

 

 

Total specified

43,012

4,607

1,835

42,562

502

2,488

 

The comparison numbers related to lease liabilities relates to finance leases according to IAS 17, for more information see note 23 Implementation of IFRS 16 Leases to the Consolidated financial statements.

 

 

Credit risk

Credit risk is the risk that Equinor’s customers or counterparties will cause Equinor 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, Equinor’s credit policy requires all counterparties to be formally identified and assigned internal credit ratings. The internal credit ratings reflect Equinor’s assessment of the counterparties' credit risk and are based on a quantitative and qualitative analysis of recent financial statements and other relevant business. All counterparties are re-assessed regularly.

 

Equinor 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.

 

Equinor has pre-defined limits for the absolute credit risk level allowed at any given time on Equinor’s portfolio as well as maximum credit exposures for individual counterparties. Equinor monitors the portfolio on a regular basis and individual exposures against limits on a daily basis. The total credit exposure of Equinor 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 Equinor’s credit exposure is with investment grade counterparties.

 

 

 

194   Equinor, Annual Report on Form 20-F 2019     


 

The following table contains the carrying amount of Equinor’s financial receivables and derivative financial instruments split by Equinor’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 Equinor’s working interest partners within its US unconventional activities. Provisions have been made for expected losses utilising the expected credit loss model.  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 2019

 

 

 

 

Investment grade, rated A or above

682

2,089

962

201

Other investment grade

80

4,778

403

368

Non-investment grade or not rated

296

508

0

9

 

 

 

 

 

Total financial asset

1,057

7,374

1,365

578

 

 

 

 

 

At 31 December 2018

 

 

 

 

Investment grade, rated A or above

460

1,811

682

100

Other investment grade

150

5,412

350

183

Non-investment grade or not rated

244

1,265

0

35

 

 

 

 

 

Total financial asset

854

8,488

1,032

318

 

For more information about Trade and other receivables, see note 15 Trade and other receivables.

 

At 31 December 2019, USD 585 million of cash was held as collateral to mitigate a portion of Equinor's credit exposure. At 31 December 2018, USD 213 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 2019, USD 2,187 million have been offset and USD 603 million presented as liabilities do not meet the criteria for offsetting. At 31 December 2018, USD 119 million were offset and USD 655 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 1,309 million have been offset as of 31 December 2019, and respectively USD 557 million as of 31 December 2018.

 

 

 

Equinor, Annual Report on Form 20-F 2019    195 


 

Capital management

The main objectives of Equinor's capital management policy are to maintain a strong overall financial position and to ensure sufficient financial flexibility. Equinor’s primary focus is on maintaining its credit rating in the A category on a stand alone basis (ignoring uplifts for Norwegian Government ownership). In order to monitor financial robustness on a day to day basis, a key ratio utilized by Equinor is the non-GAAP metric of “adjusted net interest-bearing debt (ND) to adjusted capital employed (CE)”.

 

 

At 31 December

(in USD million)

2019

2018

 

 

 

Net interest-bearing debt adjusted, including lease liabilities (ND1)

17,219

 

Net interest-bearing debt adjusted (ND2)

12,880

12,246

Capital employed adjusted, including lease liabilities (CE1)

58,378

 

Capital employed adjusted (CE2)

54,039

55,235

 

 

 

Net debt to capital employed adjusted, including lease liabilities (ND1/CE1)

29.5%

-

 

 

 

Net debt to capital employed adjusted (ND2/CE2)

23.8%

22.2%

 

ND1 is defined as Equinor's interest bearing financial liabilities less cash and cash equivalents and current financial investments, adjusted for collateral deposits and balances held by Equinor's captive insurance company (amounting to USD 791 million and USD 1,261 million for 2019 and 2018, respectively) and balances related to the SDFI (amounting to USD 0 million and USD 146 million for 2019 and 2018, respectively. CE1 is defined as Equinor's total equity (including non-controlling interests) and ND1. ND2 is defined as ND1 adjusted for lease liabilities (amounting to USD 4,339 million and USD 0 million for 2019 and 2018, respectively). CE2 is defined as Equinor's total equity (including non-controlling interests) and ND2.

 

 

6 Remuneration

 

 

Full year

(in USD million, except average number of employees)

2019

2018

2017

 

 

 

 

Salaries1)

2,766

2,863

2,671

Pension costs

446

463

469

Payroll tax

413

409

387

Other compensations and social costs

330

318

290

 

 

 

 

Total payroll costs

3,955

4,052

3,818

 

 

 

 

Average number of employees2)

21,400

20,700

20,700

 

1)      Salaries include bonuses, severance packages and expatriate costs in addition to base pay.

2)     Part time employees amount to 4% for 2019 and 3% for each of the years 2018 and 2017 respectively.

 

Total payroll expenses are accumulated in cost-pools and partly charged to partners of Equinor operated licences on an hours incurred basis.  

196   Equinor, Annual Report on Form 20-F 2019     


 

Compensation to the board of directors (BoD) and the corporate executive committee (CEC)

 

 

Full year

(in USD thousand)1)

2019

2018

2017

 

 

 

 

Current employee benefits

10,958

12,471

11,067

Post-employment benefits

661

667

636

Other non-current benefits

18

21

25

Share-based payment benefits

147

197

175

 

 

 

 

Total

11,782

13,356

11,902

 

1)         All figures in the table are presented on accrual basis.

 

For management remuneration details, see note 4 Remuneration in the parent company financial statements and notes.

 

At 31 December 2019, 2018 and 2017 there are no loans to the members of the BoD or the CEC.

 

Share-based compensation

Equinor's share saving plan provides employees with the opportunity to purchase Equinor shares through monthly salary deductions and a contribution by Equinor. 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 Equinor for purchased shares, amounts vested for bonus shares granted and related social security tax was USD 73 million, USD 72 million and USD 62 million related to the 2019, 2018 and 2017 programmes, respectively. For the 2020 programme (granted in 2019) the estimated compensation expense is USD 74 million. At 31 December 2019 the amount of compensation cost yet to be expensed throughout the vesting period is USD 158 million.

 

7 Other expenses

 

Auditor's remuneration

 

Full year

(in USD million, excluding VAT)

2019

2018

2017

 

 

 

 

Audit fee Ernst & Young (principal accountant 2019)

4.7

  

  

Audit fee KPMG (principal accountant 2018 and 2017)

2.8

7.1

6.1

Audit related fee Ernst & Young (principal accountant 2019)

0.5

  

  

Audit related fee KPMG (principal accountant 2018 and 2017)

1.2

1.0

0.9

Tax fee Ernst & Young (principal accountant 2019)

0.2

  

  

Tax fee KPMG (principal accountant 2018 and 2017)

0.0

0.0

0.0

Other service fee Ernst & Young (principal accountant 2019)

0.9

  

  

Other service fee KPMG (principal accountant 2018 and 2017)

0.0

0.0

0.0

 

 

 

 

Total

10.3

8.1

7.0

 

 

 

 

 

In addition to the figures in the table above, the audit fees and audit related fees related to Equinor operated licences amount to USD 0.5 million, USD 0.9 million and USD 0.8 million for 2019, 2018 and 2017, respectively.

 

On 15 May 2019, the general meeting of shareholders appointed Ernst & Young AS as Equinor’s auditor, thereby replacing KPMG AS.

 

Research and development expenditures

Research and development (R&D) expenditures were USD 300 million, USD 315 million and USD 307 million in 2019, 2018 and 2017, respectively. R&D expenditures are partly financed by partners of Equinor operated licences. Equinor's share of the expenditures has been recognised as expense in the Consolidated statement of income.

Equinor, Annual Report on Form 20-F 2019    197 


 

8 Financial items

 

 

Full year

(in USD million)

2019

2018

2017

 

 

 

 

Foreign exchange gains/(losses) derivative financial instruments

132

149

(920)

Other foreign exchange gains/(losses)

92

(315)

1,046

 

 

 

 

Net foreign exchange gains/(losses)

224

(166)

126

 

 

 

 

Dividends received

75

150

63

Gains/(losses) financial investments

245

(72)

108

Interest income financial investments, including cash and cash equivalents

124

45

64

Interest income non-current financial receivables

21

27

24

Interest income other current financial assets and other financial items

280

132

228

 

 

 

 

Interest income and other financial items

746

283

487

 

 

 

 

Gains/(losses) derivative financial instruments

473

(341)

(61)

 

 

 

 

Interest expense bonds and bank loans and net interest on related derivatives

(987)

(922)

(1,004)

Interest expense lease liabilities

(126)

(23)

(26)

Capitalised borrowing costs

480

552

454

Accretion expense asset retirement obligations

(456)

(461)

(413)

Interest expense current financial liabilities and other finance expense

(360)

(185)

86

 

 

 

 

Interest and other finance expenses

(1,450)

(1,040)

(903)

 

 

 

 

Net financial items

(7)

(1,263)

(351)

 

Equinor's main financial items relate to assets and liabilities categorised in the fair value through profit or loss and the amortised cost category. For more information about financial instruments by category see note 26 Financial instruments: fair value measurement and sensitivity analysis of market risk. For information related to the implementation of IFRS 16, see note 23 Implementation of IFRS 16 leases.

 

The line item Interest expense bonds and bank loans and net interest on related derivatives primarily includes interest expenses of USD 861 million, USD 868 million, and USD 1,084 million from the financial liabilities at amortised cost category and net interest on related derivatives from the fair value through profit or loss category with net interest expense of USD 129 million, net interest expense of USD 55 million and net interest income of USD 80 million for 2019, 2018 and 2017, respectively.

 

The line item Gains/(losses) derivative financial instruments primarily includes fair value changes from the fair value through profit or loss category on derivatives related to interest rate risk, with a gain of USD 457 million in 2019. Correspondingly a loss of USD 357 million and a loss of USD 77 million for 2018 and 2017, 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.

 

Foreign exchange gains/(losses) derivative financial instruments include fair value changes of currency derivatives related to liquidity and currency risk. The line item Other foreign exchange gains/(losses) includes a net foreign exchange loss of USD 74 million, a loss of USD 422 million and a gain of USD 427 million from the fair value through profit or loss category for 2019, 2018 and 2017, respectively.

 

 

 

198   Equinor, Annual Report on Form 20-F 2019     


 

9 Income taxes

 

Significant components of income tax expense

 

Full year

(in USD million)

2019

2018

2017

 

 

 

 

Current income tax expense in respect of current year

(7,892)

(10,724)

(7,680)

Prior period adjustments

69

(49)

(124)

 

 

 

 

Current income tax expense

(7,822)

(10,773)

(7,805)

 

 

 

 

Origination and reversal of temporary differences

410

(1,359)

(904)

Recognition of previously unrecognised deferred tax assets

0

923

0

Change in tax regulations

(6)

(28)

(14)

Prior period adjustments

(23)

(99)

(100)

 

 

 

 

Deferred tax income/(expense)

381

(563)

(1,017)

 

 

 

 

Income tax expense

(7,441)

(11,335)

(8,822)

Equinor, Annual Report on Form 20-F 2019    199 


 

Reconciliation of statutory tax rate to effective tax rate

 

Full year

(in USD million)

2019

2018

2017

 

 

 

 

Income/(loss) before tax

9,292

18,874

13,420

 

 

 

 

Calculated income tax at statutory rate1)

(2,284)

(5,197)

(3,827)

Calculated Norwegian Petroleum tax2)

(5,499)

(8,189)

(5,945)

Tax effect uplift3)

632

736

784

Tax effect of permanent differences regarding divestments

380

400

(85)

Tax effect of permanent differences caused by functional currency different from tax currency

8

116

(229)

Tax effect of other permanent differences

395

337

291

Tax effect of dispute with Angolan Ministry of Finance4)

0

0

496

Recognition of previously unrecognised deferred tax assets5)

0

923

0

Change in unrecognised deferred tax assets

(974)

72

(169)

Change in tax regulations

(6)

(28)

(14)

Prior period adjustments

47

(148)

(224)

Other items including currency effects

(139)

(357)

100

 

 

 

 

Income tax expense

(7,441)

(11,335)

(8,822)

 

 

 

 

Effective tax rate

80.1%

60.1%

65.7%

 

1)         The weighted average of statutory tax rates was 24.6% in 2019, 27.5% in 2018 and 28.5% in 2017. The rates are influenced by earnings composition between tax regimes with lower statutory tax rates and tax regimes with higher statutory tax rates. The change in weighted average statutory tax rate from 2018 to 2019 and from 2017 to 2018 is also caused by the reduction in the Norwegian statutory tax rate from 24% in 2017 to 23% in 2018 to 22% in 2019.

2)        The Norwegian petroleum tax rate is 56% for 2019, 55% for 2018 and 54% for 2017.

3)        When computing the petroleum tax of 56% 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 2019 the uplift is calculated at a rate of 5.2% per year, while the rate is 5.3% per year for investments made in 2018, 5.4% per year for investments made in 2017 and 5.5% per year for investments made in 2016. 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 2019 and 2018, unrecognised uplift credits amounted to USD 1,678 million and USD 1,780 million, respectively.

4)        In June 2017 Equinor 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 Equinor’s participation in Block 4, Block 15, Block 17 and Block 31 offshore Angola for the years 2002 to 2016.

5)        An amount of USD 923 million of previously unrecognised deferred tax assets was recognised in the E&P International reporting segment in 2018. The recognition of the deferred tax assets is based on the expectation that sufficient taxable income will be available through reversals of taxable temporary differences or future taxable income supported by business forecast.

200   Equinor, Annual Report on Form 20-F 2019     


 

Deferred tax assets and liabilities comprise

(in USD million)

Tax losses carried forward

Property, plant and equipment

and intangible assets

Asset retirement obligations

Lease liabilities1)

Pensions

Derivatives

Other1)

Total

 

 

 

 

 

 

 

 

 

Deferred tax at 31 December 2019

 

 

 

 

 

 

 

Deferred tax assets

5,173

369

9,397

1,898

733

108

1,612

19,291

Deferred tax liabilities

0

(24,115)

(0)

(0)

(13)

(119)

(573)

(24,820)

 

 

 

 

 

 

 

 

 

Net asset/(liability) at 31 December 2019

5,173

(23,746)

9,397

1,898

720

(11)

1,040

(5,530)

 

 

 

 

 

 

 

 

 

Deferred tax at 31 December 2018

 

 

 

 

 

 

 

Deferred tax assets

5,761

351

8,118

0

785

95

1,095

16,205

Deferred tax liabilities

(0)

(20,987)

0

0

(14)

(96)

(476)

(21,573)

 

 

 

 

 

 

 

 

 

Net asset/(liability) at 31 December 2018

5,761

(20,636)

8,118

0

771

(1)

620

(5,367)

 

1)         For 2019 deferred tax related to lease liabilities has been included in a separate column Lease liabilities, while deferred tax related to lease liabilities for 2018 has not been reclassified due to immateriality and is included in Other.

 

 

Changes in net deferred tax liability during the year were as follows:

(in USD million)

2019

2018

2017

 

 

 

 

Net deferred tax liability at 1 January

5,367

5,213

4,231

Charged/(credited) to the Consolidated statement of income

(381)

563

1,017

Charged/(credited) to Other comprehensive income

98

(22)

38

Translation differences and other

446

(386)

(73)

 

 

 

 

Net deferred tax liability at 31 December

5,530

5,367

5,213

Equinor, Annual Report on Form 20-F 2019    201 


 

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)

2019

2018

 

 

 

Deferred tax assets

3,881

3,304

Deferred tax liabilities

9,410

8,671



Deferred tax assets are recognised based on the expectation that sufficient taxable income will be available through reversal of taxable temporary differences or future taxable income. At year end 2019 and 2018 the deferred tax assets of USD 3,881 million and USD 3,304 million, respectively, were primarily recognised in Norway, Angola, Brazil, the UK and Canada. Of these amounts USD 995 million and USD 1,868 million, respectively, is recognised in entities which have suffered a tax loss in either the current or preceding period. These losses are mainly caused by accelerated tax depreciations and start-up costs related to oil and gas assets in the construction phase. The losses will be utilised through reversal of taxable temporary differences and other taxable income from production of oil and gas when these assets start production.    

 

 

Unrecognised deferred tax assets

 

At 31 December

 

2019

2018

(in USD million)

Basis

Tax

Basis

Tax

 

 

 

 

 

Deductible temporary differences

2,550

1,138

2,439

1,123

Tax losses carried forward

18,259

4,366

14,802

3,940

 

 

 

 

 

Total

20,809

5,504

17,241

5,062

 

Approximately 11% 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 2030. 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.

At year end 2019 unrecognised deferred tax assets in the US, Angola and Ireland represents USD 3,788 million, USD 833 million and USD 191 million of the total unrecognised deferred tax assets of USD 5,504 million. Similar amounts for 2018 were USD 3,480 million in the US, USD 884 million in Angola and USD 109 million in Ireland of a total of USD 5,062 million.

202   Equinor, Annual Report on Form 20-F 2019     


 

10 Property, plant and equipment

 

(in USD million)

Machinery, equipment and transportation equipment

Production plants and oil and gas assets

Refining and manufacturing plants

Buildings and land

Assets under development

Right of use assets4)

Total

 

 

 

 

 

 

 

 

Cost at 31 December 2018

3,596

166,766

8,660

932

14,961

0

194,916

Implementation of IFRS 16 Leases 5)

(813)

(184)

0

0

0

4,989

3,992

Cost at 1 January 2019

2,783

166,582

8,660

932

14,961

4,989

198,908

Additions through business combinations

1

1,706

5

0

381

0

2,093

Additions and transfers

44

16,023

300

(16)

(4,448)

426

12,330

Disposals at cost

(7)

(4,911)

(0)

(7)

(59)

(35)

(5,020)

Effect of changes in foreign exchange

(2)

(337)

(44)

(0)

(464)

(41)

(888)

 

 

 

 

 

 

 

 

Cost at 31 December 2019

2,818

179,063

8,920

909

10,371

5,339

207,422

 

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2018

(2,802)

(119,589)

(6,613)

(465)

(185)

0

(129,654)

Implementation of IFRS 16 Leases 5)

511

106

0

0

0

(617)

0

Accumulated depreciation and impairment losses at 1 January 2019

(2,291)

(119,483)

(6,613)

(465)

(185)

(617)

(129,654)

Depreciation

(120)

(8,555)

(298)

(25)

0

(752)

(9,750)

Impairment losses

(6)

(2,430)

(178)

(3)

(707)

(26)

(3,350)

Reversal of impairment losses

0

120

0

0

0

0

120

Transfers

13

(134)

(0)

13

26

42

(40)

Accumulated depreciation and impairment on disposed assets

7

4,540

0

5

0

24

4,576

Effect of changes in foreign exchange

1

616

38

(0)

(26)

(1)

628

 

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2019

(2,395)

(125,327)

(7,051)

(475)

(892)

(1,329)

(137,469)

 

 

 

 

 

 

 

 

Carrying amount at 31 December 2019

423

53,736

1,870

434

9,479

4,011

69,953

 

 

 

 

 

 

 

 

Estimated useful lives (years)

3 - 20

UoP1)

15 - 20

20 - 332)

 

1 - 193)

 

Equinor, Annual Report on Form 20-F 2019    203 


 

(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 2017

3,470

157,533

8,646

866

18,140

188,656

Additions through business combinations

76

2,473

0

48

1,370

3,968

Additions and transfers

90

13,017

328

32

(3,322)

10,144

Disposals at cost

(12)

(505)

(0)

(1)

(366)

(884)

Effect of changes in foreign exchange

(28)

(5,752)

(314)

(13)

(861)

(6,967)

 

 

 

 

 

 

 

Cost at 31 December 2018

3,596

166,766

8,660

932

14,961

194,916

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2017

(2,853)

(113,781)

(6,200)

(439)

(1,746)

(125,019)

Depreciation

(137)

(9,249)

(426)

(29)

0

(9,841)

Impairment losses

0

(762)

0

0

(32)

(794)

Reversal of impairment losses

155

1,087

0

0

156

1,398

Transfers

(0)

(1,799)

(229)

(1)

1,067

(961)

Accumulated depreciation and impairment on disposed assets

12

602

0

0

366

980

Effect of changes in foreign exchange

21

4,312

242

4

5

4,583

 

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2018

(2,802)

(119,589)

(6,613)

(465)

(185)

(129,654)

 

 

 

 

 

 

 

Carrying amount at 31 December 2018

794

47,177

2,048

467

14,776

65,262

 

 

 

 

 

 

 

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

3)        Depreciation linearly over contract period.

4)        See note 22 Leases.

5)        See note 23 Implementation of IFRS 16 Leases.

The carrying amount of assets transferred to Property, plant and equipment from Intangible assets  in 2019 and 2018 amounted to USD 213 million and USD 161 million, respectively.

For additions through business combinations, see note 4 Acquisitions and disposals.

 

 

 

204   Equinor, Annual Report on Form 20-F 2019     


 

Impairments/reversal of impairments

(in USD million)

Property, plant and equipment

Intangible assets3)

Total

 

 

 

 

At 31 December 2019

 

 

 

Producing and development assets1)

3,230

608

3,838

Goodwill1)

-

164

164

Other intangible assets1)

-

41

41

Acquisition costs related to oil and gas prospects2)

-

49

49

 

 

 

 

Total net impairment loss/(reversal) recognised

3,230

863

4,093

 

 

 

 

At 31 December 2018

 

 

 

Producing and development assets1)

(604)

237

(367)

Acquisition costs related to oil and gas prospects2)

-

52

52

 

 

 

 

Total net impairment loss/(reversal) recognised

(604)

289

(315)

 

1)         Producing and development assets, goodwill and other intangible assets are subject to impairment assessment under IAS 36. The total net impairment losses recognised under IAS 36 in 2019 amount to USD 4,043 million, compared to 2018 when the net impairment reversal amounted to USD 367 million, including impairment of acquisition costs - oil and gas prospects (intangible assets).

2)        Acquisition costs related to exploration activities, subject to impairment assessment under the successful efforts method (IFRS 6).

3)        See note 11 Intangible assets.

 

 

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 Equinor's weighted average cost of capital. A derived pre-tax discount is in the range of 15%-25% for E&P Norway and 4-9% for E&P International and MMP, depending on asset specific characteristics, such as specific tax treatments, cash flow profiles and economic life. See note 2 Significant accounting policies to the Consolidated financial statements  for further information regarding impairment on property, plant and equipment.

 

 

 

Equinor, Annual Report on Form 20-F 2019    205 


 

The table below describes per area the assets being impaired/(reversed) and the valuation method used to determine the recoverable amount; the net impairment/(reversal), and the carrying amount after impairment. 

 

 

 

2019

2018

 

(in USD million)

Valuation method

Carrying amount after impairment

Net impairment loss/ (reversal)

Carrying amount after impairment

Net impairment loss/ (reversal)

 

 

 

 

 

 

 

 

At 31 December

 

 

 

 

 

 

Exploration & Production Norway

VIU

4,406

1,119

1,966

(201)

 

 

FVLCOD

0

0

1,232

(402)

 

North America - unconventional

VIU

7,509

1,631

5,771

762

 

 

FVLCOD

 0 1)

610

0

0

 

North America - conventional offshore US Gulf of Mexico

VIU

1,079

292

3,989

(246)

 

 

FVLCOD

0

0

0

0

 

North Africa

VIU

0

0

451

(126)

 

 

FVLCOD

0

0

0

0

 

Europe and Asia

VIU

645

(18)

0

0

 

 

FVLCOD

0

0

0

0

 

Marketing, Midstream & Processing

VIU

65

178

403

(155)

 

 

FVLCOD

0

0

0

0

 

Right of use assets

VIU

0

26

0

0

 

 

FVLCOD

0

0

0

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

13,704

3,838

13,813

(367)

 

 

 

 

 

 

 

 

1) Asset is disposed.

 

 

 

 

 

 

 

 

Exploration & Production Norway

In 2019 impairment losses of USD 1,119 million were recognised. The impairments were triggered by cost increases and decreased price assumptions. The impairment amount is impacted by how tax uplift is to be included in the pre-tax net present value estimate.

In 2018 impairment reversals of USD 604 million were recognised mainly due to change in long term exchange rate assumptions.

 

North America - unconventional

In 2019 impairment losses of USD 2,241 million of which USD 608 million was classified as exploration expenses were recognised mainly caused by reduced long term price assumptions and reduced fair value of one asset.

In 2018 impairment losses of USD 762 million of which USD 237 million was classified as exploration expenses were recognised mainly caused by reduced long term price assumptions and reduced fair value of one asset.

 

North America - conventional offshore Gulf of Mexico

In 2019 net impairment loss of USD 292 million was recognised due to reduced reserve estimates.

In 2018 net impairment reversal of USD 246 million was recognised due to improved production profile and various operational improvements partially offset by negative changes in reserve estimates.

 

North Africa

In 2019 no impairments or reversals were recognised.

In 2018 an impairment reversal of USD 126 million was recognised due to an extension of licence period.

 

Marketing, Midstream & Processing

In 2019 impairment loss of USD 178 million was recognised related to the South Riding Point oil terminal as a result of the damages caused by the hurricane Dorian on Bahamas.

In 2018 an impairment reversal of USD 155 million was recognised due to increased refinery margin forecast.

 

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 (2020/2021/2022) are forecasted by using observable forward prices for 2020 and a linear projection towards the 2023 internal forecast.

 

 

206   Equinor, Annual Report on Form 20-F 2019     


 

The price assumptions as per year-end 2019 are as follows (year-end 2018 price assumptions the respective years are indicated in brackets):

 

Year

Prices in real terms 1)

 

 

2020

 

2025

 

2030

 

 

 

 

 

 

 

 

 

 

 

 

Brent Blend – USD/bbl

 

 

 

59

(68)

 

77

(78)

 

80

(82)

NBP - USD/mmBtu

 

 

 

4.2

(7.7)

 

7.0

(8.2)

 

7.5

(8.2)

Henry Hub – USD/mmBtu

 

 

 

2.4

(3.2)

 

3.1

(4.1)

 

3.6

(4.1)

1) Basis year 2019.

 

 

 

 

 

 

 

 

 

 

 

 

The long-term price assumptions were updated in the third quarter of 2019.

 

Sensitivities  

Commodity prices have historically been volatile. Significant downward adjustments of Equinor’s commodity price assumptions would result in impairment losses on certain producing and development assets in Equinor’s portfolio. If a decline in commodity price forecasts over the lifetime of the assets were 30%, considered to represent a reasonably possible change, the impairment amount to be recognised could illustratively be in the region of USD 15 billion before tax effects. This illustrative impairment sensitivity, based on a simplified method, assumes no changes to input factors other than prices; however, a price reduction of 30% 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 Equinor 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.

 

 

11 Intangible assets

 

(in USD million)

Exploration expenses

Acquisition costs - oil and gas prospects

Goodwill

Other

Total

 

 

 

 

 

 

Cost at 31 December 2018

2,685

5,854

565

797

9,901

Additions through business combinations

0

0

1,070

10

1,080

Additions

515

900

0

155

1,571

Disposals at cost

(7)

(361)

0

(0)

(367)

Transfers

(71)

(143)

0

0

(213)

Expensed exploration expenditures previously capitalised

(120)

(657)

0

0

(777)

Impairment of goodwill

0

0

(164)

0

(164)

Effect of changes in foreign exchange

11

5

(12)

(1)

3

 

 

 

 

 

 

Cost at 31 December 2019

3,014

5,599

1,458

962

11,033

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2018

 

 

 

(229)

(229)

Amortisation and impairments for the year

 

 

 

(60)

(60)

Amortisation and impairment losses disposed intangible assets

 

 

 

(6)

(6)

Effect of changes in foreign exchange

 

 

 

1

1

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2019

 

 

 

(295)

(295)

 

 

 

 

 

 

Carrying amount at 31 December 2019

3,014

5,599

1,458

667

10,738

Equinor, Annual Report on Form 20-F 2019    207 


 

(in USD million)

Exploration expenses

Acquisition costs - oil and gas prospects

Goodwill

Other

Total

 

 

 

 

 

 

Cost at 31 December 2017

2,715

5,363

339

419

8,836

Additions through business combinations

0

116

265

392

773

Additions

392

917

0

(7)

1,302

Disposals at cost

(272)

(89)

0

(4)

(364)

Transfers

(13)

(148)

0

0

(161)

Expensed exploration expenditures previously capitalised

(68)

(289)

0

0

(357)

Effect of changes in foreign exchange

(70)

(17)

(39)

(2)

(128)

 

 

 

 

 

 

Cost at 31 December 2018

2,685

5,854

565

797

9,901

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2017

 

 

 

(215)

(215)

Amortisation and impairments for the year

 

 

 

(13)

(13)

Amortisation and impairment losses disposed intangible assets

 

 

 

(2)

(2)

Effect of changes in foreign exchange

 

 

 

1

1

 

 

 

 

 

 

Accumulated depreciation and impairment losses at 31 December 2018

 

 

 

(229)

(229)

 

 

 

 

 

 

Carrying amount at 31 December 2018

2,685

5,854

565

568

9,672

 

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.

For additions through business combinations, see note 4 Acquisitions and disposals.

During 2019, Acquisition costs-oil and gas prospects were impacted by net impairment of signature bonuses and acquisition costs totalling USD 608 million related to North America – unconventional assets and impairment of acquisition costs related to exploration activities of USD 49 million primarily as a result from dry wells and uncommercial discoveries in Europe and Asia and Sub Sahara areas. In 2018, Acquisition costs-oil and gas prospects were impacted by net impairment of signature bonuses and acquisition costs totalling USD 237 million related to North America – unconventional assets, and impairment of acquisition costs related to exploration activities of USD 52 million primarily as a result from dry wells and uncommercial discoveries in South America, North America - conventional offshore US Gulf of Mexico and E&P Norway.

During 2019, Other intangible assets were impacted by impairment losses of USD 41 million.

Equinor’s Block 2 Exploration License in Tanzania was formally due to expire in June 2018, but based on communication with the applicable Tanzanian authorities, continues to be in operation while the process related to the grant of a new exploration license to the existing licensees for the block is ongoing. The Block 2 asset remains capitalised within Intangible assets in the E&P International segment as of 31 December 2019.

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)

2019

2018

 

 

 

Less than one year

1,274

392

Between one and five years

1,056

1,406

More than five years

684

887

 

 

 

Total

3,014

2,685

208   Equinor, Annual Report on Form 20-F 2019     


 

The table below shows the components of the exploration expenses.

 

Full year

(in USD million)

2019

2018

2017

 

 

 

 

Exploration expenditures

1,584

1,438

1,234

Expensed exploration expenditures previously capitalised

777

357

(8)

Capitalised exploration

(507)

(390)

(167)

 

 

 

 

Exploration expenses

1,854

1,405

1,059



12 Equity accounted investments

 

(in USD million)

Lundin Petroleum AB

Other equity accounted investments

Total

 

 

 

 

Net investment at 31 December 2018

1,100

1,763

2,862

Net income/(loss) from equity accounted investments

15

149

164

Acquisitions and increase in capital

0

188

188

Dividend and other distributions

(51)

(223)

(273)

Other comprehensive income/(loss)

(13)

3

(10)

Divestments, derecognition and decrease in paid in capital

(1,051)

(393)

(1,444)

 

 

 

 

Net investment at 31 December 2019

0

1,487

1,487

 

 

 

 

Included in equity accounted investments

0

1,441

1,441

Other long-term receivable in equity accounted investments

0

46

46

 

For the equity accounted investments, voting rights corresponds to ownership.

 

In 2019 Equinor sold 16.0% of the shares in Lundin Petroleum AB. Equinor´s remaining ownership share in Lundin Petroleum AB is 4.9%, and is recognized as a financial investment at fair market value.

Equinor, Annual Report on Form 20-F 2019    209 


 

13 Financial investments and non-current prepayments

 

Non-current financial investments

 

At 31 December

(in USD million)

2019

2018

 

 

 

Bonds

1,629

1,261

Listed equity securities

1,261

530

Non-listed equity securities

710

664

 

 

 

Financial investments

3,600

2,455

 

Bonds and equity securities mainly relate to investment portfolios held by Equinor's captive insurance company and other listed and non-listed equities held for long-term strategic purposes, mainly accounted for using fair value through profit or loss.

 

 

 

 

Non-current prepayments and financial receivables

 

At 31 December

(in USD million)

2019

2018

 

 

 

Interest bearing financial receivables

413

345

Prepayments and other non-interest bearing receivables

800

688

 

 

 

Prepayments and financial receivables

1,214

1,033

 

Interest bearing financial receivables primarily relate to loans to employees and project financing of equity accounted companies.

 

 

Current financial investments

 

At 31 December

(in USD million)

2019

2018

 

 

 

Time deposits

4,158

4,129

Interest bearing securities

3,268

2,912

 

 

 

Financial investments

7,426

7,041

 

At 31 December 2019, current financial investments  include USD 377 million investment portfolios held by Equinor’ s captive insurance company which mainly are accounted for using fair value through profit or loss. The corresponding balance at 31 December 2018 was USD 896 million.

For information about financial instruments by category, see note 26  Financial instruments: fair value measurement and sensitivity analysis of market risk.

210   Equinor, Annual Report on Form 20-F 2019     


 

14 Inventories

 

 

At 31 December

(in USD million)

2019

2018

 

 

 

Crude oil

2,137

1,173

Petroleum products

572

345

Natural gas

277

274

Other

377

351

 

 

 

Inventories

3,363

2,144

 

Other inventory consists mainly of drilling and well equipment.

 

The write-down of inventories from cost to net realisable value amounted to an expense of USD 147 million and USD 164 million in 2019 and 2018, respectively.

 

15 Trade and other receivables

 

 

At 31 December

(in USD million)

2019

2018

 

 

 

Trade receivables from contracts with customers

5,624

6,267

Other current receivables

1,189

1,800

Joint venture receivables

429

390

Receivables from equity accounted associated companies and other related parties

132

31

 

 

 

Total financial trade and other receivables

7,374

8,488

Non-financial trade and other receivables

859

510

 

 

 

Trade and other receivables

8,233

8,998

 

Trade receivables from contracts with customers are shown net of an immaterial provision for expected losses.

 

For more information about the credit quality of Equinor's counterparties, see note 5 Financial risk and capital management. For currency sensitivities, see note 26 Financial instruments: fair value measurement and sensitivity analysis of market risk.

 

16 Cash and cash equivalents

 

 

At 31 December

(in USD million)

2019

2018

 

 

 

Cash at bank available

1,666

1,140

Time deposits

604

2,068

Money market funds

700

2,255

Interest bearing securities

1,656

1,590

Restricted cash, including margin deposits

552

501

 

 

 

Cash and cash equivalents

5,177

7,556

 

Restricted cash at 31 December 2019 and 2018 includes collateral deposits related to trading activities of USD 414 million and USD 365 million, respectively. Collateral deposits are related to certain requirements set out by exchanges where Equinor is participating. The terms and conditions related to these requirements are determined by the respective exchanges.

Equinor, Annual Report on Form 20-F 2019    211 


 

17 Shareholders' equity and dividends

 

At 31 December 2019, Equinor’s share capital of NOK 8,346,653,047.50 (USD 1,184,547,766) comprised 3,338,661,219 shares at a nominal value of NOK 2.50. Share capital at 31 December 2018 was NOK 8,346,653,047.50 (USD 1,184,547,766 )comprised 3,338,661,219 shares at a nominal value of NOK 2.50.

 

Equinor 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 the annual general meeting of the company.

 

A temporary 2-year scrip programme, approved by Equinor’s annual general meeting in May 2016 ended as planned with the last scrip shares issued in the first quarter of 2018 based on the dividend related to third quarter 2017.

 

During 2019 dividend for the third and for the fourth quarter of 2018 and dividend for the first and second quarter of 2019 were settled. Dividend declared but not yet settled, is presented as dividends payable in the Consolidated balance sheet. The Consolidated statement of changes in equity shows declared dividend in the period (retained earnings), Dividend declared in 2019 relate to the fourth quarter of 2018 and to the first three quarters of 2019.

 

On 5 February 2020, the board of directors proposed to declare a dividend for the fourth quarter of 2019 of USD 0.27 per share (subject to annual general meeting approval). The Equinor share will trade ex-dividend 15 May 2020 on Oslo Børs and for ADR holders on New York Stock Exchange. Record date will be 18 May 2020 and payment date will be 29 May 2020.

 

 

At 31 December

(in USD million)

2019

2018

 

 

 

Dividends declared

3,453

3,064

USD per share or ADS

1.0400

0.9200

 

 

 

Dividends paid in cash

3,342

2,672

USD per share or ADS

1.0100

0.9101

NOK per share

8.9664

7.4907

 

 

 

Scrip dividends

0

338

Number of shares issued (millions)

0.0

15.5

 

 

 

Sum dividends settled

3,342

3,010



Share buy-back programme

In September 2019 Equinor launched a USD 5 billion share buy-back programme, where the first tranche of the programme of around USD 1.5 billion ended 4 February 2020. For the first tranche Equinor has entered into an irrevocable agreement with a third party for up to USD 500 million of shares to be purchased in the market, while around USD 1.0 billion of shares from the Norwegian State will in accordance with an agreement with the Ministry of Petroleum and Energy be redeemed at the next annual general meeting in order for the Norwegian State to maintain their ownership percentage in Equinor. As of 31. December 2019 USD 442 million of the USD 500 million order has been acquired in the open market, of which USD 442 million has been settled.

The first tranche of USD 500 million (both acquired and remaining order) has been recognised as a reduction in equity as treasury shares due to the irrevocable agreement with the third party. The remaining order of the first tranche is accrued for and classified as Trade, other payables and provisions. The recognition of the State’s share will be deferred until the decision at the annual general meeting in May 2020.

 

Number of shares

2019

Share buy-back programme at 1 January

-

Purchase

23,578,410

Cancellation

-

 

 

Share buy-back programme at 31 December

23,578,410

 

212   Equinor, Annual Report on Form 20-F 2019     


 

Employees share saving plan

 

 

 

 

 

Number of shares

2019

2018

Share saving plan at 1 January

10,352,671

11,243,234

Purchase

3,403,469

2,740,657

Allocated to employees

(3,681,428)

(3,631,220)

 

 

 

Share saving plan at 31 December

10,074,712

10,352,671

 

In 2019 and 2018 treasury shares were purchased and allocated to employees participating in the share saving plan for USD 68 million and USD 68 million, respectively. For further information, see note 6 Remuneration.

 

18 Finance debt

 

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 December2)

 

2019

2018

2019

2018

2019

2018

 

 

 

 

 

 

 

Unsecured bonds

 

 

 

 

 

 

United States Dollar (USD)

4.14

4.14

13,308

13,088

14,907

13,657

Euro (EUR)

2.25

2.10

8,201

8,928

8,992

9,444

Great Britain Pound (GBP)

6.08

6.08

1,815

1,760

2,765

2,532

Norwegian Kroner (NOK)

4.18

4.18

342

345

389

388

 

 

 

 

 

 

 

Total

 

 

23,666

24,121

27,053

26,021

 

 

 

 

 

 

 

Unsecured loans

 

 

 

 

 

 

Japanese Yen (JPY)

4.30

4.30

92

91

123

119

 

 

 

 

 

 

 

Total

 

 

92

91

123

119

 

 

 

 

 

 

 

Non-current bonds and bank loans

 

 

23,758

24,212

27,175

26,140

Less current portion

 

 

2,004

1,322

2,036

1,321

 

 

 

 

 

 

 

Total

 

 

21,754

22,889

25,139

24,819

 

 

 

 

 

 

 

Lease liabilities3)

 

 

4,339

432

 

 

Less current portion

 

 

1,148

57

 

 

 

 

 

 

 

 

 

Non-current finance debt

 

 

24,945

23,264

 

 

 

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)        Fair values are determined from external calculation models based on market observations from various sources, classified at level 2 in the fair value hierarchy. For more information regarding fair value hierarchy, see note 26 Financial Instruments: fair value measurement and sensitivity of market risk.

3)        For more information regarding comparable figures on lease liabilities, see note 23 Implementation of IFRS 16 Leases.

 

 

Unsecured bonds amounting to USD 13,308 million are denominated in USD and unsecured bonds denominated in other currencies amounting to USD 9,404 million are swapped into USD. One bond denominated in EUR amounting to USD 954 million is 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 26 Financial instruments: fair value measurement and sensitivity analysis of market risk.

Equinor, Annual Report on Form 20-F 2019    213 


 

Substantially all unsecured bond and unsecured bank loan agreements contain provisions restricting future pledging of assets to secure borrowings without granting a similar secured status to the existing bondholders and lenders.

 

In 2019 Equinor issued the following bond:

Issuance date

Amount in USD million

Interest rate in %

Maturity date

 

 

 

 

13 November 2019

1,000

3.250

November 2049

 

 

 

 

 

Out of Equinor's total outstanding unsecured bond portfolio, 37 bond agreements contain provisions allowing Equinor 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 23,024 million at the 31 December 2019 closing exchange rate.

For more information about the revolving credit facility, maturity profile for undiscounted cash flows and interest rate risk management, see note 5 Financial risk and capital management.  

 

 

Non-current finance debt maturity profile

 

At 31 December

(in USD million)

2019

2018

 

 

 

Year 2 and 3

4,156

4,003

Year 4 and 5

5,680

3,736

After 5 years

15,109

15,525

 

 

 

Total repayment of non-current finance debt

24,945

23,264

 

 

 

Weighted average maturity (years - including current portion)

9

9

Weighted average annual interest rate (% - including current portion)

3.53

3.67


For more information regarding lease liabilities, see note 22 Leases.

 

Current finance debt

 

At 31 December

(in USD million)

2019

2018

 

 

 

Collateral liabilities

585

213

Non-current finance debt due within one year

3,152

1,380

Other including US Commercial paper programme and bank overdraft

350

870

 

 

 

Total current finance debt

4,087

2,463

 

 

 

Weighted average interest rate (%)

2.39

1.62

 

Collateral liabilities and other current liabilities relate mainly to cash received as security for a portion of Equinor's credit exposure and outstanding amounts on US Commercial paper (CP) programme. Issuance on the CP programme amounted to USD 340 million as of
31 December 2019 and USD 842 million as of 31 December 2018.

 

Non-current finance debt due within one year includes current portion of leases. For more information regarding leases, see note 22 Leases.

 

214   Equinor, Annual Report on Form 20-F 2019     


Reconciliation of cash flow from financing activities to finance line items in balance sheet

 

 

 

 

 

 

 

 

 

(in USD million)

Non-current finance debt

Current finance debt

Financial receivable Collaterals 1)

Additional paid in capital

/Treasury shares

Non-controlling interest

Dividend payable

Total

 

 

 

 

 

 

 

 

At 31 December 2018

23,264

2,463

(591)

(196)

19

766

25,725

Transfer to current portion2)

(3,152)

3,152

-

-

-

-

-

Effect of exchange rate changes

(108)

-

-

-

-

7

(101)

Dividend decleared

-

-

-

-

-

3,453

3,453

Cash flows provided by/(used in) financing activities2)

984

(2,585)

(32)

(514)

(7)

(3,342)

(5,496)

Other changes2)

3,957

1,057

(11)

2

8

(25)

4,988

 

 

 

 

 

 

 

 

At 31 December 2019

24,945

4,087

(634)

(708)

20

859

28,569

 

 

 

 

 

 

 

 

1) Financial receivables collaterals are in included in trade and other receivables in the balance sheet. See note 15 Trade and other receivables for more information.

 

2) Leases are included in columns for non-current finance debt and current finance debt. See note 22 Leases for more information.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in USD million)

Non-current finance debt

Current finance debt

Financial receivable Collaterals 1)

Additional paid in capital

/Treasury shares

Non-controlling interest

Dividend payable

Total

 

 

 

 

 

 

 

 

At 31 December 2017

24,183

4,091

(272)

(191)

24

729

28,564

Transfer to current portion

(1,380)

1,380

-

-

-

-

-

Effect of exchange rate changes

(556)

2

-

-

-

(1)

(555)

Dividend decleared

-

-

-

-

-

3,064

3,064

Scrip dividend

-

-

-

-

-

(338)

(338)

Cash flows provided by/(used in) financing activities

998

(2,949)

(331)

(64)

(7)

(2,672)

(5,025)

Other changes

20

(61)

11

59

2

(16)

15

 

 

 

 

 

 

 

 

At 31 December 2018

23,264

2,463

(591)

(196)

19

766

25,725

 

 

 

 

 

 

 

 

1) Financial receivables collaterals are in included in trade and other receivables in the balance sheet. See note 15 Trade and other receivables for more information.

 

 Equinor, Annual Report on Form 20-F 2019    215    


 

19 Pensions

The main pension plans for Equinor 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 Equinor 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 to the Consolidated financial statements for more information about the accounting treatment of the notional contribution plans reported in Equinor ASA.

 

In addition, Equinor ASA has a defined benefit plan. This benefit plan was closed in 2015 for new employees and for employees with more than 15 year to regular retirement age. Equinor'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 Equinor Pensjon (Equinor's pension fund - hereafter "Equinor Pension"). Equinor Pension is an independent pension fund that covers the employees in Equinor's Norwegian companies. The pension fund's assets are kept separate from the company's and group companies' assets. Equinor Pension is supervised by the Financial Supervisory Authority of Norway ("Finanstilsynet") and is licenced to operate as a pension fund.

Equinor is a member of a Norwegian national agreement-based early retirement plan (“AFP”), and the premium is calculated based on the employees' income, but limited to 7.1 times the basic amount in the National Insurance scheme (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. Equinor 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 increase, 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 2019 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 Equinor's payment portfolio for earned benefits, which was calculated to be 15.8 years at the end of 2019. Social security tax is calculated based on a pension plan's net funded status and is included in the defined benefit obligation.

Equinor 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 tables in this note presents pension costs on a gross basis, before allocation to licence partners. In the Consolidated statement of income, the pension costs in Equinor ASA are presented net of costs allocated to licence partners.  

 

Net pension cost

 

 

(in USD million)

2019

2018

2017

 

 

 

 

Current service cost

206

214

242

Losses/(gains) from curtailment, settlement or plan amendment

3

20

15

Actuarial(gains)/losses related to termination benefits

(0)

0

(1)

Notional contribution plans

56

55

51

 

 

 

 

Defined benefit plans

265

289

308

 

 

 

 

 

 

 

 

Defined contribution plans

182

173

162

 

 

 

 

Total net pension cost

446

462

469

 

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 260 million in 2019, and USD 167 million in 2018. Interest income of USD 142 million has been recognised in 2019, and USD 127 million in 2018.

 

 

216   Equinor, Annual Report on Form 20-F 2019     


 

(in USD million)

2019

2018

 

 

 

Defined benefit obligations (DBO)

 

 

Defined benefit obligations at 1 January

8,176

8,286

Current service cost

206

214

Interest cost

263

182

Actuarial (gains)/losses - Financial assumptions

(23)

174

Actuarial (gains)/losses - Experience

6

(27)

Benefits paid

(236)

(219)

Losses/(gains) from curtailment, settlement or plan amendment

0

(1)

Paid-up policies

(14)

(18)

Foreign currency translation

(71)

(469)

Changes in notional contribution liability

56

55

 

 

 

Defined benefit obligations at 31 December

8,363

8,176

 

 

 

Fair value of plan assets

 

 

Fair value of plan assets at 1 January

5,187

5,687

Interest income

143

136

Return on plan assets (excluding interest income)

384

(135)

Company contributions

127

49

Benefits paid

(195)

(217)

Paid-up policies and personal insurance

(13)

(18)

Foreign currency translation

(44)

(315)

 

 

 

Fair value of plan assets at 31 December

5,589

5,187

 

 

 

Net pension liability at 31 December

(2,774)

(2,990)

 

 

 

Represented by:

 

 

Asset recognised as non-current pension assets (funded plan)

1,093

831

Liability recognised as non-current pension liabilities (unfunded plans)

(3,867)

(3,821)

 

 

 

DBO specified by funded and unfunded pension plans

8,363

8,176

 

 

 

Funded

4,496

4,359

Unfunded

3,867

3,817

 

 

 

Actual return on assets

527

1

 

Equinor recognised an actuarial gain from changes in financial assumptions in 2019. The actuarial loss in 2018 was mainly due to a higher expected rate of pension increase and higher expected compensation increase.

 

 

Actuarial losses and gains recognised directly in Other comprehensive income (OCI)

 

 

 

 

 

(in USD million)

2019

2018

2017

 

 

 

 

Net actuarial (losses)/gains recognised in OCI during the year

401

(282)

331

Actuarial (losses)/gains related to currency effects on net obligation and foreign exchange translation

27

172

(158)

Tax effects of actuarial (losses)/gains recognised in OCI

(98)

22

(38)

 

 

 

 

Recognised directly in OCI during the year net of tax

330

(88)

135

 

 

 

 

Cumulative actuarial (losses)/gains recognised directly in OCI net of tax

(812)

(1,141)

(1,053)

 

 Equinor, Annual Report on Form 20-F 2019    217    


 

Actuarial assumptions

 

Assumptions used to determine benefit costs in %

Assumptions used to determine benefit obligations in %

 

 

 

 

2019

2018

2019

2018

 

 

 

 

 

Discount rate

2.75

2.50

2.25

2.75

Rate of compensation increase

2.75

2.25

2.25

2.75

Expected rate of pension increase

2.00

1.75

1.50

2.00

Expected increase of social security base amount (G-amount)

2.75

2.25

2.25

2.75

 

 

 

 

 

Weighted-average duration of the defined benefit obligation

 

 

15.8

15.9

 

The assumptions presented are for the Norwegian companies in Equinor which are members of Equinor's pension fund. The defined benefit plans of other subsidiaries are immaterial to the consolidated pension assets and liabilities.

Expected attrition at 31 December 2019 was 0.3% and 3.3% for employees between 50-59 years and 60-67 years, and 0.2% and 3.2% in 2018. The attrition rate for the age group 60-67 years represent employees with immediate withdrawal of vested pension, thus remaining in the scheme.

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 2019.

 

 

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 2019

(596)

675

213

(202)

518

(471)

298

(325)

Service cost 2020

(21)

24

11

(10)

15

(14)

7

(8)

 

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.

 

 

218   Equinor, Annual Report on Form 20-F 2019     


 

Pension assets

The plan assets related to the defined benefit plans were measured at fair value. Equinor Pension invests in both financial assets and real estate.

The table below presents the portfolio weighting as approved by the board of Equinor Pension for 2019. The portfolio weight during a year will depend on the risk capacity.

 

Pension assets on investments classes

Target portfolio weight

(in %)

2019

2018

 

 

 

 

Equity securities

32.3

36.5

27 - 38

Bonds

46.4

44.9

40 - 53

Money market instruments

14.5

12.3

0 - 29

Real estate

6.3

6.3

 5 - 10

Other assets

0.5

0.0

 

 

 

 

 

Total

100.0

100.0

 

 

In 2019 92% of the equity securities and 6% of bonds had quoted market prices in an active market. 8% of the equity securities, 94% of bonds and 100% 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.

In 2018 92% of the equity securities, 31% of bonds and 55% of money market instruments had quoted market prices in an active market. 8% of the equity securities, 69% of bonds and 45% of money market instruments had market prices based on inputs other than quoted prices.

For definition of the various levels, see note 26 Financial instruments: fair value measurement and sensitivity analysis of market risk.

 

20 Provisions and other liabilities

 

(in USD million)

Asset retirement obligations

Claims and litigations

Other

provisions and liabilities

Total

 

 

 

 

 

Non-current portion at 31 December 2018

12,544

905

2,503

15,952

Current portion at 31 December 2018 reported as trade, other payables and provisions

65

56

103

224

 

 

 

 

 

Provisions and other liabilities at 31 December 2018

12,609

961

2,606

16,175

 

 

 

 

 

New or increased provisions and other liabilities

563

(2)

1,130

1,692

Change in estimates

(115)

5

(143)

(253)

Amounts charged against provisions and other liabilities

(218)

(0)

(268)

(485)

Effects of change in the discount rate

1,779

-

49

1,828

Reduction due to divestments

(175)

-

-

(175)

Accretion expenses

456

-

-

456

Reclassification and transfer

(92)

0

113

21

Currency translation

(88)

(0)

(9)

(96)

 

 

 

 

 

Provisions and other liabilities at 31 December 2019

14,719

965

3,479

19,163

 

 

 

 

 

Non-current portion at 31 December 2019

14,616

54

3,282

17,951

Current portion at 31 December 2019 reported as trade, other payables and provisions

104

910

197

1,211

 

The line item New or increased provisions and other liabilities includes additional provisions incurred in the period, liabilities and contingent considerations related to acquisitions, and an onerous transportation contract in North America.

 

The timing of cash outflows of asset retirement obligations depends on the expected production cease at the various facilities.

 Equinor, Annual Report on Form 20-F 2019    219    


 

 

The asset retirement obligation (ARO), a legal or constructive obligation to decommission and remove on- and offshore installations at the end of the production period, is of nature long term and with uncertainty to timing, discount rate, estimates, currency, regulations and market situation.

 

In certain production sharing agreements (PSA), Equinor’s estimated share of ARO is paid into an escrow account over the producing life of the field. Equinor presents asset retirement obligations net of these payments in the consolidated balance sheet.

 

The claims and litigations category mainly relates to expected payments for unresolved claims. The timing and amounts of potential settlements in respect of these claims are uncertain and dependent on various factors that are outside management's control. The main change in the caption claims and litigations relates to the reclassification of Agbami claim from long-term to short-term. For further information on the development of other contingent liabilities, see note 24 Other commitments, contingent liabilities and contingent assets.

The other provision and other liabilities category relates to liabilities for contingent consideration, expected net payments on onerous contracts, and other. For further information, see note 4 Acquisitions and disposals. The line item reclassification and transfer mainly relates to Equinor’s divestment of the ownership interests in offshore licences, where certain commitments related to asset removal were retained by Equinor. The previous ARO for the licences has been reclassified and included under Other provisions and liabilities.

For further information of methods applied and estimates required, see note 2 Significant accounting policies.

 

Expected timing of cash outflows

(in USD million)

Asset retirement obligations

Other

provisions and liabilites, including claims and litigations

Total

 

 

 

 

2020 - 2024

1,410

3,119

4,529

2025 - 2029

1,247

657

1,904

2030 - 2034

3,605

81

3,686

2035 - 2039

3,719

156

3,875

Thereafter

4,738

430

5,168

 

 

 

 

At 31 December 2019

14,719

4,443

19,163

 

21 Trade, other payables and provisions

 

 

At 31 December

(in USD million)

2019

2018

 

 

 

Trade payables

3,047

2,532

Non-trade payables and accrued expenses

2,405

2,604

Joint venture payables

2,628

2,254

Payables to equity accounted associated companies and other related parties

947

725

 

 

 

Total financial trade and other payables

9,027

8,115

Current portion of provisions and other non-financial payables

1,423

255

 

 

 

Trade, other payables and provisions

10,450

8,369

 

Included in current portion of provisions and other non-financial payables are certain provisions that are further described in note 20 Provisions and other liabilities and in note 24 Other commitments, contingent liabilities and contingent assets. For information regarding currency sensitivities, see note 26 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 25 Related parties.

220   Equinor, Annual Report on Form 20-F 2019     


 

22 Leases

 

Equinor leases certain assets, notably drilling rigs, transportation vessels, storages and office facilities for operational activities. Equinor is mostly a lessee and the use of leases serves operational purposes rather than as a tool for financing.  

 

Certain leases, such as land bases, supply vessels, helicopters and office buildings are entered into by Equinor for subsequent allocation of costs to licences operated by Equinor. These lease liabilities are recognized on a gross basis in the balance sheet, income statement and statement of cash flows when Equinor is considered to have the primary responsibility for the full lease payments. Lease liabilities related to assets dedicated to specific licences, where each licence participants are considered to have the primary responsibility for lease payments, are reflected net of partner share. This would typically involve drilling rigs dedicated to specific licences on the Norwegian continental shelf.

 

Information related to lease payments and lease liabilities

 

 

(in USD million)

 

Lease liabilities

Lease liabilities at 1 January 2019

 

4,660

New leases, including remeasurements and cancellations

 

861

Gross lease payments

(1,280)

 

Lease interest

144

 

Lease down-payments

(1,136)

(1,136)

Currency

 

(47)

Lease liability at 31 December 20191)

 

4,339

 

 

 

1) Of which USD 1,148 million is presented within current Finance debt and USD 3,191 million is presented within non-current Finance debt.

 

 

 

 

 

 

Lease expenses not included in lease liabilities

 

 

(in USD million)

 

2019

Short-term lease expenses

 

435

 

Payments related to short term leases are mainly related to drilling rigs and transportation vessels, for which a significant portion of the lease costs have been included in the cost of other assets, such as rigs used in exploration or development activities. Variable lease expense and lease expense related to leases of low value assets are not significant.

 

In 2019, Equinor recognized revenues of USD 264 million related to lease costs recovered from licence partners related to lease contracts being recognized gross by Equinor. In addition, Equinor received repayments of USD 34 million related to finance subleases. Total finance sublease receivables at 31 December 2019 were USD 54 million.

 

Commitments relating to lease contracts which had not yet commenced at 31 December 2019 are included within other commitments in note 24 Commitments, contingent liabilities and contingent assets.

 

A maturity profile for lease liabilities is disclosed in note 5 Financial risk and capital management.

 Equinor, Annual Report on Form 20-F 2019    221    


 

Information related to Right of use assets

 

 

 

 

(in USD million)

Drilling rigs

Vessels

Lands and buildings

Storage facilities

Other

Total

Right of use assets at 1 January 2019

1,212

1,302

1,537

72

249

4,372

Additions including remeasurements and cancellations1)

160

439

59

141

56

855

Depreciation and impairment1)

(398)

(413)

(225)

(57)

(81)

(1,174)

Currency and other

(23)

(8)

(6)

0

(5)

(42)

Right of use assets at 31 December 2019

951

1,320

1,365

156

219

4,011

 

 

 

 

 

 

 

1) USD 375 million of the depreciation cost have been allocated to activities being capitalised.

 

The right of use assets are included within the line item Property, plant and equipment in the Consolidated balance sheet. See also note 10 Property, plant and equipment.

 

See note 23 Implementation of IFRS 16 Leases for information regarding the change in accounting policy for leases, including transition effects and policy choices made upon implementing this standard.

 

23 Implementation of IFRS 16 Leases

 

This disclosure note presents the implementation impact of the new accounting standard IFRS 16 Leases, which was implemented by Equinor on 1 January 2019. Reference is made to note 22 Leases for lease related information required under IFRS 16 for the year 2019.

 

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 (RoU) asset and a lease liability, while lease payments are reflected as interest expense and a reduction of lease liabilities. The RoU assets are depreciated over the shorter of each contract’s term and the assets useful life.

 

IFRS 16 has replaced IAS 17 Leases, under which only leases considered to be financing were capitalized while operating leases were expensed as incurred and reported as off-balance commitments.

 

Upon implementation of IFRS 16, the following main implementation and application policy choices were made by Equinor:

 

IFRS 16 transition choices

·        IFRS 16 has been implemented according to the modified retrospective method, without restatement of prior periods’ reported figures, which are still presented in accordance with IAS 17.

·        Contracts already classified either as leases under IAS 17 or as non-lease service arrangements have maintained their respective classifications upon the implementation of IFRS 16 (“grandfathering of contracts”).

·        Leases for which the lease term ends within 12 months from 1 January 2019 were not reflected as lease liabilities under IFRS 16.

·        RoU assets have for most contracts initially been reflected at an amount equal to the corresponding lease liability. Prior onerous contract provisions related to operating leases have been reversed and have reduced the value of the corresponding RoU asset recognized in the opening balance under IFRS 16.

IFRS 16 policy application choices

·        Short term leases (12 months or less) and leases of low value assets are not reflected in the balance sheet but are expensed or (if appropriate) capitalised as incurred, depending on the activity in which the leased asset is used.

·        Non-lease components within lease contracts will be accounted for separately for all underlying classes of assets and reflected in the relevant expense category or (if appropriate) capitalised as incurred, depending on the activity involved.

 

 

 

222   Equinor, Annual Report on Form 20-F 2019     


 

Impact of IFRS 16 on the Consolidated balance sheet

The implementation of IFRS 16 on 1 January 2019 has increased the Consolidated balance sheet by adding lease liabilities of USD 4.2 billion and RoU assets of USD 4.0 billion. The difference between the recognized lease liabilities and the right of use assets relates mainly to the derecognition of former onerous contract provisions which are now presented as impairment of RoU assets, and the recognition of financial sublease receivables. Equinor’s equity was not impacted by the implementation of IFRS 16. The following line items in the balance sheet have been impacted as a result of the new accounting standard:

 

 

At 31 December

 

IFRS 16

At 1 January

(in USD million)

2018

 

Adjustments

2019

Property, plant and equipment

65,262

 

3,992

69,254

Prepayments and financial receivables

1,033

 

52

1,085

Total non-current assets

 

 

4,044

 

Trade and other receivables

8,998

 

45

9,043

Total current assets

 

 

45

 

 

 

 

 

 

Total assets

 

 

4,089

 

 

 

 

 

 

Non-current finance debt

23,264

 

3,159

26,423

Provisions

15,952

 

(105)

15,847

Total non-current liabilities

 

 

3,054

 

Trade and other payables and provisions

8,369

 

(34)

8,335

Current finance debt

2,463

 

1,069

3,532

Total current liabilities

 

 

1,035

 

 

 

 

 

 

Total liabilities

 

 

4,089

 

 

Including former finance leases, already recognized in the balance sheet under IAS 17, the lease liabilities and RoU assets at 1 January 2019 were USD 4.7 billion and USD 4.4 billion respectively.

 

The table below shows a maturity profile, based on undiscounted cash flows, for Equinor’s lease liabilities at 1 January 2019:

 

 

 

 

 

 

(in USD million)

2019

2020-2021

2022-2023

2024-2028

After 2028

Total

Lease payments

1,133

1,655

921

1,086

472

5,267

 

The weighted average incremental borrowing rate used when calculating lease liabilities at 1 January 2019 was 3.1%.

 

The table below shows the impact on the balance sheet at 31 December 2019 from the implementation of IFRS 16:

 

 

At 31 December 2019

(in USD million)

IFRS as reported (IFRS 16)

IAS 17

Difference

 

 

 

 

 

 

 

 

Total non-current assets   

93,285

89,546

3,738

Total current assets

24,778

24,750

29

Total assets

118,063

114,296

3,767

 

 

 

 

Total equity

41,159

41,235

(76)

Total non-current liabilities  

57,346

54,565

2,781

Total current liabilities

19,557

18,496

1,061

Total equity and liabilities  

118,063

114,296

3,767

 

 

 

 

 Equinor, Annual Report on Form 20-F 2019    223    


 

Impact of IFRS 16 on the Consolidated statement of income

Under IFRS 16, lease costs consist of interest expense on the lease liability, presented within Interest expense and other financial expenses, and depreciation of right of use assets, presented within Depreciation, amortisation and net impairment losses.

 

For leases allocated to activities which are capitalised, the costs will continue to be expensed as before, through depreciation of the asset involved or through the subsequent expensing of capitalised exploration.

 

Lease costs recovered from licence partners on Equinor operated licences, when the lease liability is reported gross by Equinor, are presented within Revenues. Under IAS 17, these costs only reflected Equinor’s proportional share.

 

The table below shows the difference between the reported Consolidated statement of income under IFRS 16 and an estimated income statement for 2019 presented under the former principles of IAS 17:

 

 

Full year 2019

(in USD million)

IFRS as reported (IFRS 16)

IAS 17

Difference

 

 

 

 

 

 

 

 

Total revenues and other income

64,357

64,127

230

  

 

 

 

Purchases [net of inventory variation]

(29,532)

(29,532)

0

Operating expenses

(9,660)

(10,179)

519

Selling, general and administrative expenses

(809)

(825)

16

Depreciation, amortisation and net impairment losses

(13,204)

(12,476)

(728)

Exploration expenses  

(1,854)

(1,854)

(0)

  

 

 

 

Net operating income/(loss)

9,299

9,261

38

 

 

 

 

Net financial items

(7)

87

(94)

 

 

 

 

Income/(loss) before tax

9,292

9,348

(56)

 

 

 

 

Income tax

(7,441)

(7,421)

(20)

 

 

 

 

Net income/(loss)

1,851

1,927

(76)

 

 

 

 

 

Impact of IFRS 16 on the Consolidated statement of cash flows

In the cash flow statement, down-payment of lease liabilities are presented as a cash flow used in financing activities under IFRS 16, while interests are presented within cash flow used in operating activities. Under IAS 17, operating lease costs were presented within cash flows from operations or investing cash flows respectively, depending on whether the leased asset is used in operating activities or activities being capitalised.

 

In situations where Equinor is considered to have the primary responsibility for a lease liability, and consequently reflects the lease liability on a gross basis, any corresponding payments from partner recharges recognised as other revenue in the income statement will also be reported on a gross basis in the statement of cash flows, with the gross lease down-payments being recognised as a financing cash flow and the revenues from partners recognised within operating cash flows.

 

Consequently, cash flows from operating activities will increase, cash flow used in investing activities will decrease and cash flow used in financing activities will increase due to the implementation of IFRS 16.

 

 

 

 

224   Equinor, Annual Report on Form 20-F 2019     


 

The table below shows the difference between the reported cash flows under IFRS 16 and an estimate for how the cash flows for 2019 would have been presented under the former principles of IAS 17:

 

 

Full year 2019

(in USD million)

IFRS as reported (IFRS 16)

IAS 17

Difference

 

 

 

 

Cash flows provided by operating activities

13,749

13,062

687

Cash flows used in investing activities

(10,594)

(11,003)

409

Cash flows provided by/(used in) financing activities

(5,496)

(4,400)

(1,096)

Net increase/(decrease) in cash and cash equivalents  

(2,341)

(2,341)

0

 

 

 

 

 

Impact of IFRS 16 on the segment reporting

IFRS 16 has not changed how Equinor’s management monitors and follows up lease contracts used in its business operations. Therefore, the E&P segments as well as the MMP segment continue to be presented without reflecting IFRS 16 lease accounting, while all lease contracts are presented within the Other segment. In the E&P and MMP segments, the cost of leases is presented as operating expenses rather than depreciation and interests. A corresponding credit has been recognised in the Other segment to offset the lease costs recognised in the E&P and MMP segments.

 

Accounting interpretations and judgments related to the IFRS 16 application

IFRS 16 in general, as well as the policy application choices made, involve several accounting interpretations and the application of judgement impacts Equinor’s Consolidated financial statements. The accounting judgments and interpretations which most significantly affected the implementation of IFRS 16 in Equinor are summarised below.

 

Distinguishing operators and joint operations as lessees, including sublease considerations
The most significant accounting judgment in Equinor’s application of IFRS 16 has been and remains distinguishing between the joint operation (licences) or the operator as the relevant lessee in upstream activity lease contracts, and consequently whether such contracts are to be reflected gross (100%) in the operator’s financial statements, or according to each joint operation partner’s proportionate share of the lease.

 

In the oil and gas industry, where activity frequently is carried out through joint arrangements or similar arrangements, the application of IFRS 16 requires 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 lease contract of 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 Equinor this includes the Norwegian continental shelf (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 external lease 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.

 

In summary, Equinor has recognised lease liabilities based on the principles described below. In the following, the term “licence” references non-incorporated joint operations and similar arrangements.

 

Leases to be recognised by Equinor as the operator of a licence

Where all partners in a licence are considered to share the primary responsibility for lease payments under a contract, the related lease liability and RoU asset will be recognised net by Equinor, on the basis of Equinor’s participation interest in the licence. Such instances include contracts where all licence partners have co-signed a lease contract and situations where Equinor as the operator of the licence has been given a legally binding mandate to sign the external lease contract on behalf of the licence partners, provided that this mandate makes all licence participants primary liable for the external lease liability.

 

Equinor has recognised a lease liability on a gross (100%) basis when it is considered to have the primary responsibility for the full external lease payments. When a financial sublease is considered to exist between Equinor and a licence, Equinor has derecognised a

 Equinor, Annual Report on Form 20-F 2019    225    


 

portion of the RoU asset equal to the non-operator’s interests in the lease, and instead recognised a corresponding financial lease receivable. A financial sublease will typically exist where Equinor enters into a contract in its own name, where it has the primary responsibility for the external lease payments, where the leased asset is to be used on one specific licence, and where the costs and risks related to the use of this asset are carried by that specific licence.

 

Where Equinor reports its lease liabilities on a gross basis, due to being considered to have the primary responsibility for the external lease payment, and where the use of the leased asset on a licence is not considered a financial sublease, Equinor will recognise the related RoU asset on a gross basis. Lease payments recovered by Equinor from its licence partners based on their proportionate shares of the lease will be recognised as other revenues. Such expenses have under the previous lease accounting rules been reflected net by Equinor, on the basis of Equinor’s net participation interest in the licence. Expenses which are not included in a recognised lease obligation, such as payments for short term leases, non-lease components and variable lease payments, will continue to be reported net in Equinor’s statement of income, on the basis of Equinor’s net participation interest.

 

Leases to be recognised by Equinor as a non-operator of a licence

As a non-operating licence participant in an oil and gas licence, Equinor will recognise its proportionate share of a lease when Equinor is considered to share the primary responsibility for a licence committed lease liability. This includes contracts where Equinor has co-signed a lease contract and contracts for which the operator has been given a legally binding mandate to sign the external lease contract on behalf of the licence partners.

 

Equinor will also recognise its proportionate share when a lease contract is entered in to by the operator of a licence, and where the operator’s use of the leased asset represents a sublease from the operator to the licence. A sublease is considered to exist where the operator agrees with its licence partners that an identified asset is committed to be used solely in the operations of the specific licence for a specified period of time, and where the use of the asset is deemed to be controlled jointly by the licence partnership.

 

Recognition of rig sharing arrangements

As a significant operator on the NCS, Equinor might sign lease contracts on behalf of one or more individual licences which have committed to use a leased rig for specific periods of time. A rig sharing arrangement will determine where and when the rig will be used throughout the contract period. When a licence is considered a lessee in a rig sharing arrangement, the licence is considered a lessee for its respective portion of the full lease period. Accordingly, Equinor will account for these lease contracts from a licence perspective, both with regards to considering when to use the short-term exemption from IFRS 16’s requirements, and when determining the commencement of the lease.

 

When a rig lease is entered in Equinor’s own name, the lease liability will be recognised in Equinor’s Consolidated balance sheet on a gross (100%) basis. However, Equinor will not recognise any lease liability for periods where the rig is assigned to another party, in effect transferring both the legal and economic right to use the leased asset and the primary responsibility for lease payments under the contract to this other party.

 

When a leased asset is assigned to a licence for two or more non-consecutive periods within the same contract, Equinor will account for these non-consecutive periods in combination, both when considering whether to use the short-term exemption, and when determining the commencement of the lease.

 

Separation of lease and non-lease components

Many of Equinor’s lease contracts, such as rig and vessel leases, involve several additional services and components, including personnel cost, maintenance, drilling related activities, and other items. For a number of these contracts, the additional services represent a not inconsiderable portion of the total contract value. Where the additional services are not separately priced, the consideration paid has been allocated based on the relative stand-alone prices of the lease and non-lease components. Equinor’s previous practice for lease commitments reporting was to not distinguish fixed non-lease components within a lease contract from the actual lease components. The choice made under IFRS 16 to account for non-lease components separately for all classes of assets consequently represents a change in Equinor’s lease accounting.

 

Evaluating the impact of option periods on lease terms
Many of Equinor’s major leases, such as leases of vessels, rigs and buildings, include options to extend the lease term. Under IFRS 16, the evaluation of whether each lease contract’s extension options are considered reasonably certain to be exercised, are made at commencement of the leases and subsequently when facts and circumstances which are under the control of Equinor require it. In Equinor’s view, the term ‘reasonably certain’ implies a probability level significantly higher than ‘probable’, and this has been reflected in Equinor’s 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, Equinor’s lease contracts include fixed rates for when the asset in question is in operation, and various alternative, lower rates (“stand-by rates”) for periods where the asset is engaged in specified activities or idle, but still under contract. In general, variability in lease payments under

226   Equinor, Annual Report on Form 20-F 2019     


 

these contracts has its basis in different use and activity levels, and the variable elements have been determined to relate to non-lease components only. Consequently, the lease components of these contractual payments are considered fixed for the purposes of IFRS 16.

 

Determining the incremental borrowing rate to be used as discount factor
In establishing Equinor’s lease liabilities, the incremental borrowing rates used as discount factors in discounting payments have been established based on a consistent approach reflecting the Group’s borrowing rate, the currency of the obligation, the duration of the lease term, and the credit spread for the legal entity entering into the lease contract.

 

Reconciliation of IFRS 16 lease liabilities to IAS 17 operating lease commitments

Under IAS 17, Equinor disclosed the following commitments related to operating leases at 31 December 2018:

 

Operating leases

(in USD million)

Rigs

Vessels

Land and buildings

Storage

Other

Total

 

 

 

 

 

 

 

2019

998

662

143

83

113

2,001

2020

523

599

141

60

84

1,406

2021

349

534

140

41

50

1,114

2022

372

384

136

40

28

960

2023

280

316

198

25

13

832

2024-2028

75

789

544

68

50

1,527

2029-2033

-

131

223

6

17

376

Thereafter

-

-

32

-

7

39

 

 

 

 

 

 

 

Total future minimum lease payments

2,597

3,414

1,558

322

363

8,253

 


The table below presents a reconciliation between operating lease commitments at 31 December 2018 under IAS 17 Leases and the lease liability recognised under IFRS 16 Leases:

 

(in USD million)

 

 

 

Operating lease commitments (IAS 17) at 31 December 2018

8,253

Short term leases and leases expiring during 2019

(666)

Non-lease components

(1,469)

Commitments related to leases not yet commenced

(2,116)

Leases reported gross vs net

711

Effect of discounting

(485)

Finance leases (IAS 17) included in the balance sheet at 31 December 2018

432

 

 

Lease liability reported under IFRS 16 at 1 January 2019

4,660

 

Reference is made to the policy descriptions above for explanations of the reconciling items. Leases not yet commenced relates to situations where a contract is signed, but where Equinor has not yet obtained the right to control an underlying asset, either on its own or through a joint operation.

 

Extension and termination options within the lease contracts are in all material respect reported on the same basis as under IAS 17 Leases. Most leases are used in operational activities. Extension options which are considered reasonably certain to be exercised are included in the reported lease liability. These are mainly those extension options for which operational decisions have been made which make the leased assets vital to the continued relevant business activities.

 

 Equinor, Annual Report on Form 20-F 2019    227    


 

24 Other commitments, contingent liabilities and contingent assets

 

Contractual commitments

Equinor had contractual commitments of USD 5,205 million at 31 December 2019. The contractual commitments reflect Equinor's proportional share and mainly comprise construction and acquisition of property, plant and equipment as well as committed investments/funding or resources 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 2019, Equinor was committed to participate in 38 wells, with an average ownership interest of approximately 44%. Equinor's share of estimated expenditures to drill these wells amounts to USD 663 million. Additional wells that Equinor may become committed to participating in depending on future discoveries in certain licences are not included in these numbers.

Other long-term commitments

Equinor 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 Equinor the obligation to pay for the agreed-upon service or commodity, irrespective of actual use. The contracts' terms vary, with durations of up to 2044.

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 Equinor to entities accounted for in the Equinor group using the equity method are included in the table below with Equinor’s full proportionate share. For assets (such as pipelines) that are included in the Equinor accounts through joint operations or similar arrangements, and where consequently Equinor’s share of assets, liabilities, income and expenses (capacity costs) are reflected on a line-by-line basis in the Consolidated financial statements, the amounts in the table include the net commitment payable by Equinor (i.e. Equinor’s proportionate share of the commitment less Equinor's ownership share in the applicable entity).

The table below includes USD 3,009 million related to the non-lease components of lease agreements reflected in the accounts according to IFRS 16, as well as leases not yet commenced. The latter includes approximately USD 300 million related to crude tankers to be applied in future under Equinor’s long-term charter agreement with Teekay over the lifetime of producing fields in the North Sea.

Nominal minimum other long-term commitments at 31 December 2019:

 

(in USD million)

 

 

 

2020

2,165

2021

2,082

2022

1,845

2023

1,581

2024

1,279

Thereafter

4,518

 

 

Total

13,470

 

Guarantees

Equinor has guaranteed for its proportionate share of an associate’s long-term bank debt, payment obligations under contracts, and certain third-party obligations. The total amount guaranteed at year-end 2019 is USD 1,2 billion. The book value of the guarantees are immaterial.

 

Contingent liabilities and contingent assets

 

Redetermination process for Agbami field

Through its ownership in OML 128 in Nigeria, Equinor is a party to an ownership interest redetermination process for the Agbami field, which will reduce Equinor’s ownership interest. A non-binding agreement for settlement of the redetermination was reached during the fourth quarter of 2018. The parties to the non-binding agreement have continued to work towards a final settlement and agreed-upon ownership percentage adjustment during 2019. Equinor’s provision for the best estimate of the impact of the redetermination process as of year-end 2019 amounts to USD 853 million. During 2019 the provision has been reclassified from long term Provisions to short term Trade and other payables in the Consolidated balance sheet, due to expectations that there will be a cash outflow in the process within a year. The impact of the redetermination process on the Consolidated statement of income was immaterial in 2019.

 

 

228   Equinor, Annual Report on Form 20-F 2019     


 

Price review arbitration

Some long-term gas sales agreements contain price review clauses, which in certain cases lead to claims subject to arbitration. The range of exposure related to ongoing arbitration has been estimated to approximately USD 1.3 billion for gas delivered prior to year-end 2019. Based on Equinor’s assessment, no provision is included in the Consolidated financial statements at year-end 2019. The timing of resolution is uncertain but is estimated to 2020. Price review arbitration related changes in provisions throughout 2019 are immaterial and have been reflected in the Consolidated statement of income as adjustments to revenue from contracts with customers. 

 

Deviation notices from Norwegian tax authorities

In the fourth quarter of 2019, Equinor received a draft decision from Norwegian tax authorities in the matter related to internal pricing on certain transactions between Equinor Service Center Belgium (ESCB) and Equinor ASA. The main issue in this matter relates to ESCB’s capital structure and its compliance with the arm length’s principle. The draft decision covers the fiscal years 2012 to 2016 and represents an exposure of approximately USD 180 million. Equinor is currently evaluating the draft decision and will respond to the tax authorities. It continues to be Equinor’s view that arm’s length pricing has been applied and that the group has a strong position, and at year-end 2019 no amounts have consequently been provided for this matter in the accounts.

 

In February 2018, Equinor 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. The maximum exposure in this matter is estimated to approximately USD 500 million. Equinor has provided for its best estimate in the matter.

 

A dispute between the Federal Government of Nigeria and the Governments of Rivers, Bayelsa and Akwa Ibom States in Nigeria

In October 2018, Supreme Court of Nigeria rendered a judgement in a dispute between the Federal Government of Nigeria and the Governments of Rivers, Bayelsa and Akwa Ibom States in favour of the latter. The Supreme Court judgement provides for potential retroactive adjustment of certain production sharing contracts in favour of the Federal Government, including OML 128 (Agbami). Equinor sees no merit to the case. No provision has been made for this matter.

 

Dispute concerning termination of a long-term contract for the drilling rig COSL Innovator

In January 2020, Equinor on behalf of the Troll licence signed a settlement agreement with COSL Offshore Management AS in the dispute over the 2016 termination of the long-term contract for the rig COSL Innovator. Equinor’s share of the agreed settlement payment amounts to USD 57.5 million, which has been reflected in Operating expenses in the E&P Norway segment in 2019.

 

Dispute with Brazilian tax authorities

Brazilian tax authorities have issued an updated tax assessment for 2011 for Equinor’s Brazilian subsidiary which was party to Equinor’s divestment of 40% of the Peregrino field to Sinochem at that time. The assessment disputes Equinor’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. Equinor 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. Equinor 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 Equinor

In March 2017, the Union of Workers of Oil Tankers of Sergipe (Sindipetro) filed a class action suit against Petrobras, Equinor, and ANP - the Brazilian Regulatory Agency - to seek annulment of Petrobras’ sale of the interest and operatorship in BM-S-8 to Equinor, which was closed in November 2016 after approval by the partners and authorities. There was also an injunction request to suspend the assignment which was granted in April 2017 by a federal judge and was subsequently lifted by the Federal Regional Court. The cases are progressing through the court system. At the end of 2019 the acquired interest remains in Equinor’s balance sheet as intangible assets of the Exploration & Production International (E&P International) segment. For further information about Equinor’s acquisitions and divestments in BM-S-8, reference is made to note 4 Acquisitions and disposals

 

ICMS indirect tax (Imposto sobre Circulaçao de Mercadorias - Tax on the Circulation of Goods and Certain Services)

In Brazil, the State of Rio de Janeiro in 2015 published a law whereby crude oil extraction as of March 2016 would be subject to a 20% ICMS indirect tax (Imposto sobre Circulaçao de Mercadorias - Tax on the Circulation of Goods and Certain Services). Equinor, in line with other affected international peer companies, are of the opinion that this tax is unconstitutional, and have initiated legal processes concerning the matter in the legal system of the State of Rio de Janeiro, with favorable decisions so far. The Brazilian Industry Association

also filed a suit with the Federal Supreme Court of Brazil challenging the law’s constitutionality. Due to the ongoing production from the Peregrino field, and more recently also from the Roncador field, Equinor’s downside exposure in connection with this case is increasing, and at year-end 2019 amounted to approximately USD 700 million. Equinor is of the opinion that the group has a strong position in the case, and no amounts have consequently been provided for this issue in the accounts. The timing of the final resolution of this matter cannot be ascertained with sufficient certainty, but the process may be expected to take several years. No payment of the ICMS will become due until a court decision is rendered declaring this law to be constitutional.

 

Other claims

During the normal course of its business, Equinor 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. Equinor has provided

 Equinor, Annual Report on Form 20-F 2019    229    


 

in its Consolidated financial statements for probable liabilities related to litigation and claims based on its best estimate. Equinor does not expect that its financial position, results of operations or cash flows will be materially affected by the resolution of these legal proceedings. Equinor 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 other than those related to income tax are reflected within note 20 Provisions and other liabilities. Uncertain income tax related liabilities are reflected as current tax payables or deferred tax liabilities as appropriate, while uncertain tax assets are reflected as current or deferred tax assets.

 

25 Related parties

 

Transactions with the Norwegian State

The Norwegian State is the majority shareholder of Equinor and also holds major investments in other Norwegian companies. As of
31 December 2019, the Norwegian State had an ownership interest in Equinor of 67.0% (excluding Folketrygdfondet, the Norwegian national insurance fund, of 3.4%). This ownership structure means that Equinor participates in transactions with many parties that are under a common ownership structure and therefore meet the definition of a related party.

Total purchases of oil and natural gas liquids from the Norwegian State amounted to USD 7,505 million, USD 8,604 million and USD 7,352 million in 2019, 2018 and 2017, respectively. Total purchases of natural gas regarding the Tjeldbergodden methanol plant from the Norwegian State amounted to USD 36 million, USD 49 million and USD 39 million in 2019, 2018 and 2017, respectively. These purchases of oil and natural gas are recorded in Equinor ASA. In addition, Equinor 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 payables to equity accounted associated companies and other related parties 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 Equinor enters into contracts such as pipeline transport, gas storage and processing of petroleum products, with companies in which Equinor has ownership interests. Such transactions 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. Equinor payments that flowed through Gassco in this respect amounted to USD 1,396 million, USD 1,351 million and USD 1,155 million in 2019, 2018 and 2017, respectively. These payments are mainly recorded in Equinor ASA. In addition, Equinor ASA process in its own name, but for the Norwegian State’s account and risk, the Norwegian State’s share of the Gassco costs. These transactions are presented net.

On 5 August 2019, Equinor reduced its ownership interest in Lundin Petroleum AB (Lundin) from 20.1% to 4.9% of the outstanding shares and votes. In the period of 1 January to 5 August 2019, total purchase of oil and related products from Lundin amounted to USD 107 million. Total purchase of oil and related products from Lundin amounted to USD 879 million and USD 176 million in 2018 and 2017, respectively. In 2018, Equinor also sold oil and related products to Lundin, at an amount of USD 296 million. The sale and purchase of oil and related products are recorded in Equinor ASA. For information concerning the divestment of Lundin shares, see note 4 Acquisitions and disposals.

Equinor leases two office buildings, located in Bergen and Harstad, owned by Equinor’s pension fund (“Equinor Pension”). The lease contracts extend to the years 2034 and 2037 and Equinor ASA has recognised lease liabilities of USD 372 million related to these contracts.

Related party transactions with management are presented in note 6 Remuneration.  Management remuneration for 2019 is presented in note 4 Remuneration  in the financial statements of the parent company, Equinor ASA.

 

230   Equinor, Annual Report on Form 20-F 2019     


 

26 Financial instruments: fair value measurement and sensitivity analysis of market risk

 

Financial instruments by category

The following tables present Equinor's classes of financial instruments and their carrying amounts by the categories as they are defined in IFRS 9 Financial Instruments: Classification and Measurement. For financial investments the difference between measurement as defined by IFRS 9 categories and measurement at fair value is immaterial. For trade and other receivables and payables, and cash and cash equivalents, the carrying amounts are considered a reasonable approximation of fair value. See note 18 Finance  debt  for fair value information of non-current bonds, bank loans and lease liabilities.

See note 2 Significant accounting policies  for further information regarding measurement of fair values.

 

(in USD million)

Note

Amortised cost

Fair value through profit or loss

Non-financial assets

Total carrying amount

 

 

 

 

 

 

At 31 December 2019

 

 

 

 

 

Assets

 

 

 

 

 

Non-current derivative financial instruments

   

-

1,365

-

1,365

Non-current financial investments

13

167

3,433

-

3,600

Prepayments and financial receivables

13

1,057

-

157

1,214

 

 

 

 

 

 

Trade and other receivables

15

7,374

-

859

8,233

Current derivative financial instruments

   

-

578

-

578

Current financial investments

13

7,050

377

-

7,426

Cash and cash equivalents

16

4,478

700

-

5,177

 

 

 

 

 

 

Total

 

20,125

6,452

1,016

27,593

 

 

 

 

 

 

 

 

 

 

 

 

(in USD million)

Note

Amortised cost

Fair value through profit or loss

Non-financial assets

Total carrying amount

 

 

 

 

 

 

At 31 December 2018

 

 

 

 

 

Assets

 

 

 

 

 

Non-current derivative financial instruments

   

-

1,032

-

1,032

Non-current financial investments

13

90

2,365

-

2,455

Prepayments and financial receivables

13

854

-

179

1,033

 

 

 

 

 

 

Trade and other receivables

15

8,488

-

510

8,998

Current derivative financial instruments

   

-

318

-

318

Current financial investments

13

6,145

896

-

7,041

Cash and cash equivalents

16

5,301

2,255

-

7,556

 

 

 

 

 

 

Total

 

20,878

6,866

689

28,433

 Equinor, Annual Report on Form 20-F 2019    231    


 

(in USD million)

Note

Amortised cost

Fair value through profit or loss

Non-financial liabilities

Total carrying amount

 

 

 

 

 

 

At 31 December 2019

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-current finance debt

18, 22

21,754

-

3,191

24,945

Non-current derivative financial instruments

   

-

1,173

-

1,173

 

 

 

 

 

 

Trade, other payables and provisions

21

9,027

-

1,423

10,450

Current finance debt

18, 22

2,939

-

1,148

4,087

Dividend payable

 

859

-

-

859

Current derivative financial instruments

   

-

462

-

462

 

 

 

 

 

 

Total

 

34,580

1,635

5,762

41,976

 

 

 

 

 

 

 

 

 

 

 

 

(in USD million)

Note

Amortised cost

Fair value through profit or loss

Non-financial liabilities

Total carrying amount

 

 

 

 

 

 

At 31 December 2018

 

 

 

 

 

Liabilities

 

 

 

 

 

Non-current finance debt

18, 22

23,264

-

-

23,264

Non-current derivative financial instruments

   

-

1,207

-

1,207

 

 

 

 

 

 

Trade, other payables and provisions

21

8,115

-

255

8,369

Current finance debt

18, 22

2,463

-

-

2,463

Dividend payable

 

766

-

-

766

Current derivative financial instruments

   

-

352

-

352

 

 

 

 

 

 

Total

 

34,608

1,559

255

36,422

 


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 Equinor'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 2019

 

 

 

 

 

 

 

 

Level 1

1,456

7

-

86

-

(6)

(70)

1,473

Level 2

1,700

1,139

377

461

700

(1,148)

(394)

2,835

Level 3

277

219

-

33

-

(19)

-

510

 

 

 

 

 

 

 

 

 

Total fair value

3,433

1,365

377

578

700

(1,173)

(462)

4,817

 

 

 

 

 

 

 

 

 

At 31 December 2018

 

 

 

 

 

 

 

 

Level 1

1,088

-

365

-

-

-

-

1,453

Level 2

1,027

806

531

274

2,255

(1,172)

(351)

3,370

Level 3

250

227

-

44

-

(35)

(1)

485

 

 

 

 

 

 

 

 

 

Total fair value

2,365

1,032

896

318

2,255

(1,207)

(352)

5,307

 

232   Equinor, Annual Report on Form 20-F 2019     


 

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 Equinor this category will, in most cases, only be relevant for investments in listed equity securities and government bonds.

Level 2, fair value based on inputs other than quoted prices included within level 1, which are derived from observable market transactions, includes Equinor'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 Equinor 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 Equinor'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 2019 and 2018 for financial instruments classified as level 3 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

 

 

 

 

 

 

 

Opening as at 1 January 2019

250

227

44

(35)

(1)

485

Total gains and losses recognised in statement of income

(38)

(6)

31

16

1

4

Purchases

78

-

-

-

-

78

Settlement

(11)

-

(42)

-

-

(52)

Transfer to level 1

(3)

-

-

-

-

(3)

Foreign currency translation differences

(0)

(2)

(0)

-

-

(3)

 

 

 

 

 

 

 

Closing as at 31 December 2019

277

219

33

(19)

-

510

 

 

 

 

 

 

 

Opening as at 1 January 2018

397

283

37

-

(4)

713

Total gains and losses recognised in statement of income

(91)

(44)

46

(35)

3

(122)

Purchases

35

-

-

-

-

35

Settlement

-

-

(36)

-

-

(36)

Transfer into level 3

(88)

-

-

-

-

(88)

Foreign currency translation differences

(3)

(13)

(3)

-

-

(18)

 

 

 

 

 

 

 

Closing as at 31 December 2018

250

227

44

(35)

(1)

485

 

During 2019 the financial instruments within level 3 have had a net increase in fair value of USD 25 million. The USD 4 million recognised in the Consolidated statement of income during 2019 are impacted by an increase of USD 24 million related to changes in fair value of certain earn-out agreements. Related to the same earn-out agreements, USD 42 million included in the opening balance for 2019 has been fully realised as the underlying volumes have been delivered during 2019.

 

Sensitivity analysis of market risk

 

Commodity price risk

The table below contains the commodity price risk sensitivities of Equinor's commodity based derivatives contracts. For further information related to the type of commodity risks and how Equinor manages these risks, see note 5 Financial risk and capital management.

 Equinor, Annual Report on Form 20-F 2019    233    


 

 

Equinor'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 2019 and 2018 at 30%, are assumed to represent a reasonably possible 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

2019

2018

(in USD million)

- 30%

+ 30%

- 30%

+ 30%

 

 

 

 

 

At 31 December

 

 

 

 

Crude oil and refined products net gains/(losses)

569

(563)

275

(230)

Natural gas and electricity net gains/(losses)

(33)

49

1,157

(1,156)

 

 

 

 

 

Currency risk

The following currency risk sensitivity has been calculated, by assuming a 9% reasonable change in the main exchange rates that impact Equinor’s financial accounts, based on balances at 31 December 2019. Also at 31 December 2018 a change of 9% 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 Equinor manages these risks, see note 5 Financial risk and capital management.  

 

Currency risk sensitivity

2019

2018

(in USD million)

- 9%

+ 9%

- 9%

+ 9%

 

 

 

 

 

At 31 December

 

 

 

 

USD net gains/(losses)

(220)

220

(230)

230

NOK net gains/(losses)

282

(282)

311

(311)

 

 

 

 

 

Interest rate risk

The following interest rate risk sensitivity has been calculated by assuming a change of 0.6 percentage points as a reasonable possible change in interest rates at the end of 2019. A change of 0.6 percentage points in interest rates was also in 2018 viewed as a reasonable possible change. A decrease in interest rates will have an estimated positive impact on net financial items in the Consolidated statement of income, while an increase in interest rates has an estimated negative impact on net financial items in the Consolidated statement of income. For further information related to the interest risks and how Equinor manages these risks, see note 5 Financial risk and capital management.  

 

Interest risk sensitivity

2019

2018

(in USD million)

 - 0.6 percentage points

+ 0.6 percentage points

 - 0.6 percentage points

+ 0.6 percentage points

 

 

 

 

 

At 31 December

 

 

 

 

Positive/(negative) impact on net financial items

526

(526)

575

(575)

 

 

Equity price risk

The following equity price risk sensitivity has been calculated, by assuming a 35% possible change in equity prices that impact Equinor’s financial accounts, based on balances at 31 December 2019. The estimated gains and the estimated losses following from a change in equity prices would impact the Consolidated statement of income. For further information related to the equity price risk and how Equinor manages these risks, see note 5 Financial risk and capital management.  

 

Equity price sensitivity

2019

(in USD million)

- 35%

+ 35%

 

 

 

At 31 December

 

 

Net gains/(losses)

(631)

631

234   Equinor, Annual Report on Form 20-F 2019     


 

 

27 Subsequent events

 

On 30 January 2020, Equinor closed a transaction with Schlumberger Production Management Holding Argentina B.V. SPM to acquire a 50% interest in SPM Argentina S.A. For further information see note 4 Acquisitions and disposals.

 

During the first quarter of 2020 the spread of the coronavirus (Covid-19) has impacted an increasing number of countries with increasing severity. In March 2020, the World Health Organisation (WHO) declared Covid-19 a global pandemic. During this period countries, organisations and Equinor have taken considerable measures to mitigate risk for communities, employees and business operations. The full extent, consequences, and duration of the Covid-19 pandemic and the resulting operational and economic impact for Equinor cannot be predicted at the time of publication of these Consolidated financial statements.

 

 

 

28 Condensed consolidated financial information related to guaranteed debt securities

 

Equinor Energy AS, a 100% owned subsidiary of Equinor ASA, is the co-obligor of certain existing debt securities of Equinor ASA that are registered under the US Securities Act of 1933 ("US registered debt securities"). As co-obligor, Equinor Energy AS fully, unconditionally and irrevocably assumes and agrees to perform, jointly and severally with Equinor ASA, the payment and covenant obligations for these US registered debt securities. In the future, Equinor ASA may from time to time issue future US registered debt securities for which Equinor Energy AS will be the co-obligor or guarantor.

The following financial information on a condensed consolidated basis provides financial information about Equinor ASA, as issuer, and Equinor Energy 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 Equinor'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 2019, 2018 and 2017, and as of 31 December 2019 and 2018.

 

CONDENSED CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

 

Equinor ASA

Equinor Energy AS

Non-guarantor subsidiaries

Consolidation adjustments

The Equinor group

Full year 2019 (in USD million)

 

 

 

 

 

 

Revenues and other income

42,786

20,694

25,054

(24,340)

64,194

Net income/(loss) from equity accounted companies

538

(2,941)

144

2,423

164

 

 

 

 

 

 

Total revenues and other income

43,324

17,753

25,198

(21,918)

64,357

 

 

 

 

 

 

Total operating expenses

(42,014)

(10,780)

(26,003)

23,739

(55,058)

 

 

 

 

 

 

Net operating income/(loss)

1,309

6,973

(805)

1,822

9,299

 

 

 

 

 

 

Net financial items

545

(318)

(381)

147

(7)

 

 

 

 

 

 

Income/(loss) before tax

1,855

6,654

(1,186)

1,969

9,292

 

 

 

 

 

 

Income tax

(156)

(6,822)

(532)

70

(7,441)

 

 

 

 

 

 

Net income/(loss)

1,699

(168)

(1,718)

2,038

1,851

 

 

 

 

 

 

Other comprehensive income/(loss)

467

(15)

165

(294)

323

 

 

 

 

 

 

Total comprehensive income/(loss)

2,166

(183)

(1,553)

1,744

2,174

 Equinor, Annual Report on Form 20-F 2019    235    


 

CONDENSED CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

 

Equinor ASA

Equinor Energy AS

Non-guarantor subsidiaries

Consolidation adjustments

The Equinor group

Full year 2018 (in USD million)

 

 

 

 

 

 

Revenues and other income

51,567

25,365

29,374

(27,004)

79,301

Net income/(loss) from equity accounted companies

7,832

1,065

262

(8,868)

291

 

 

 

 

 

 

Total revenues and other income

59,399

26,430

29,636

(35,872)

79,593

 

 

 

 

 

 

Total operating expenses

(51,596)

(10,138)

(24,862)

27,140

(59,456)

 

 

 

 

 

 

Net operating income/(loss)

7,803

16,292

4,774

(8,732)

20,137

 

 

 

 

 

 

Net financial items

(1,300)

(274)

(505)

817

(1,263)

 

 

 

 

 

 

Income/(loss) before tax

6,503

16,018

4,269

(7,916)

18,874

 

 

 

 

 

 

Income tax

219

(10,719)

(786)

(49)

(11,335)

 

 

 

 

 

 

Net income/(loss)

6,722

5,299

3,483

(7,965)

7,538

 

 

 

 

 

 

Other comprehensive income/(loss)

(867)

(334)

(620)

140

(1,681)

 

 

 

 

 

 

Total comprehensive income/(loss)

5,855

4,965

2,863

(7,825)

5,857



 

CONDENSED CONSOLIDATED STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME

 

Equinor ASA

Equinor Energy AS

Non-guarantor subsidiaries

Consolidation adjustments

The Equinor 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

236   Equinor, Annual Report on Form 20-F 2019     


 

CONDENSED CONSOLIDATED BALANCE SHEET

 

Equinor ASA

Equinor Energy AS

Non-guarantor subsidiaries

Consolidation adjustments

The Equinor group

At 31 December 2019 (in USD million)

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Property, plant, equipment and intangible assets

1,930

37,560

41,311

(110)

80,691

Equity accounted companies

44,131

22,400

1,377

(66,467)

1,442

Other non-current assets

4,097

336

6,569

150

11,152

Non-current receivables from subsidiaries

23,387

(0)

24

(23,411)

0

 

 

 

 

 

 

Total non-current assets

73,545

60,297

49,281

(89,838)

93,285

 

 

 

 

 

 

Current receivables from subsidiaries

5,441

6,257

12,510

(24,208)

0

Other current assets

14,325

857

5,264

(845)

19,601

Cash and cash equivalents

3,272

15

1,890

0

5,177

 

 

 

 

 

 

Total current assets

23,038

7,129

19,665

(25,053)

24,778

 

 

 

 

 

 

Total assets

96,583

67,426

68,946

(114,891)

118,063

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

Total equity

41,139

26,528

40,767

(67,274)

41,159

 

 

 

 

 

 

Non-current liabilities to subsidiaries

22

11,976

11,413

(23,411)

0

Other non-current liabilities

28,518

20,395

8,442

(9)

57,346

 

 

 

 

 

 

Total non-current liabilities

28,540

32,371

19,855

(23,420)

57,346

 

 

 

 

 

 

Other current liabilities

8,298

6,039

5,209

11

19,557

Current liabilities to subsidiaries

18,605

2,489

3,114

(24,208)

(0)

 

 

 

 

 

 

Total current liabilities

26,903

8,527

8,324

(24,197)

19,557

 

 

 

 

 

 

Total liabilities

55,443

40,898

28,179

(47,616)

76,904

 

 

 

 

 

 

Total equity and liabilities

96,582

67,426

68,946

(114,891)

118,063

 Equinor, Annual Report on Form 20-F 2019    237    


 

CONDENSED CONSOLIDATED BALANCE SHEET

 

Equinor ASA

Equinor Energy AS

Non-guarantor subsidiaries

Consolidation adjustments

The Equinor group

At 31 December 2018 (in USD million)

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Property, plant, equipment and intangible assets

502

33,309

41,140

(17)

74,934

Equity accounted companies

46,828

23,668

1,697

(69,330)

2,863

Other non-current assets

2,741

381

5,572

(39)

8,655

Non-current receivables from subsidiaries

25,524

(0)

22

(25,547)

0

 

 

 

 

 

 

Total non-current assets

75,595

57,358

48,432

(94,933)

86,452

 

 

 

 

 

 

Current receivables from subsidiaries

2,379

6,529

13,215

(22,123)

0

Other current assets

13,082

927

4,780

(288)

18,501

Cash and cash equivalents

6,287

27

1,242

0

7,556

 

 

 

 

 

 

Total current assets

21,747

7,483

19,237

(22,411)

26,056

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

97,342

64,841

67,668

(117,343)

112,508

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

Total equity

42,970

26,706

42,838

(69,524)

42,990

 

 

 

 

 

 

Non-current liabilities to subsidiaries

20

13,847

11,679

(25,547)

(0)

Other non-current liabilities

28,416

17,033

7,536

(71)

52,914

 

 

 

 

 

 

Total non-current liabilities

28,436

30,880

19,216

(25,618)

52,914

 

 

 

 

 

 

Other current liabilities

6,955

6,511

3,216

(78)

16,605

Current liabilities to subsidiaries

18,981

744

2,398

(22,123)

(0)

 

 

 

 

 

 

Total current liabilities

25,936

7,256

5,614

(22,201)

16,605

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

54,372

38,135

24,830

(47,819)

69,519

 

 

 

 

 

 

Total equity and liabilities

97,342

64,841

67,668

(117,343)

112,508

238   Equinor, Annual Report on Form 20-F 2019     


 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

 

Equinor ASA

Equinor Energy AS

Non-guarantor subsidiaries

Consolidation adjustments

The Equinor group

Full year 2019 (in USD million)

 

 

 

 

 

 

Cash flows provided by/(used in) operating activities

1,728

8,433

6,389

(2,802)

13,749

Cash flows provided by/(used in) investing activities

734

(8,258)

(5,418)

2,347

(10,594)

Cash flows provided by/(used in) financing activities

(5,465)

(186)

(300)

455

(5,496)

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

(3,002)

(11)

672

0

(2,341)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(13)

(1)

(24)

0

(38)

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

6,287

27

1,242

0

7,556

 

 

 

 

 

 

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

3,272

15

1,890

0

5,177

 

 

 

 

 

 

 

 

 

 

 

 

 

Equinor ASA

Equinor Energy AS

Non-guarantor subsidiaries

Consolidation adjustments

The Equinor group

Full year 2018 (in USD million)

 

 

 

 

 

 

Cash flows provided by/(used in) operating activities

4,565

12,421

7,224

(4,516)

19,694

Cash flows provided by/(used in) investing activities

1,046

(8,281)

(6,649)

2,672

(11,212)

Cash flows provided by/(used in) financing activities

(2,840)

(4,140)

112

1,844

(5,024)

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

2,771

0

687

0

3,458

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(243)

0

(49)

0

(292)

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

3,759

27

603

0

4,390

 

 

 

 

 

 

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

6,287

27

1,242

0

7,556

 

 

 

 

 

 

 

 

 

 

 

 

 

Equinor ASA

Equinor Energy AS

Non-guarantor subsidiaries

Consolidation adjustments

The Equinor group

Full year 2017 (in USD million)

 

 

 

 

 

 

Cash flows provided by/(used in) operating activities

339

9,506

5,242

(286)

14,802

Cash flows provided by/(used in) investing activities

3,227

(9,070)

(4,718)

444

(10,117)

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

 

 

 

 

 

 

 

 

 Equinor, Annual Report on Form 20-F 2019    239    


 

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), Equinor 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 Equinor 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.

 

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 24 Other commitments, contingent liabilities and contingent assets to the Consolidated financial statements. The effect of the  redetermination on proved reserves, which is estimated to be less than 10 million boe, is not yet included. 

 

No new events have occurred since 31 December 2019 that would result in a significant change in the estimated proved reserves or other figures reported as of that date.

 

Oil and gas reserve quantities

Equinor's proved oil and gas reserves have been estimated by its qualified professionals in accordance with industry standards under the requirements of the US Securities and Exchange Commission (SEC), Rule 4-10 of Regulation S-X. Statements of reserves are forward-looking statements. 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.

 

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.

 

Equinor's proved reserves are recognised under various forms of contractual agreements, including production sharing agreements (PSAs) where Equinor'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 Equinor has access (cost oil and profit oil), limited to available market access. At 31 December 2019, 5% of total proved reserves were related to such agreements (8% of total oil, condensate and natural gas liquids (NGL) reserves and 1% of total gas reserves). This compares with 5% of total proved reserves also for 2018 and 6% in 2017. Net entitlement oil and gas production from fields with such agreements was 68 million boe during 2019 (83 million boe for 2018 and 94 million boe for 2017). Equinor participates in such agreements in Algeria, Angola, Azerbaijan, Libya, Nigeria and Russia.

 

Equinor is recording, as proved reserves, volumes equivalent to our tax liabilities under negotiated fiscal arrangements (PSAs) where the tax is paid on behalf of Equinor. 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 2019 have been determined based on a Brent blend price equivalent of USD 63.04/bbl, compared to USD 71.59 and USD 54.32/bbl for 2018 and 2017 respectively. The volume weighted average gas price for proved reserves at year end 2019 was USD 5.12/mmBtu. The comparable gas price used to determine gas reserves at year end 2018 and 2017 was USD 6.19/mmBtu and USD 4.65/mmBtu, respectively. The volume weighted average NGL price for proved reserves at year end 2019 was USD 29.96/boe. The corresponding NGL price used to determine NGL reserves at year end 2018 and 2017 was USD 39.81/boe and USD 32.02/boe, respectively. The decrease in commodity prices affects the profitable reserves to be recovered from accumulations, resulting in lower proved reserves. The negative revisions due to price are in general a result of limitation to economic cut-off. For fields with a production-sharing type of agreement this is to some degree offset by higher entitlement to the reserves. These changes are all included in the revision category in the tables below, giving a net decrease of Equinor’s proved reserves at year end.

 

From the Norwegian continental shelf (NCS), Equinor 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 Equinor reserves. As part of this arrangement, Equinor delivers and sells gas to customers in accordance with various types of sales contracts on behalf of

240   Equinor, Annual Report on Form 20-F 2019     


 

the SDFI. In order to fulfil the commitments, Equinor utilises a field supply schedule which provides the highest possible total value for the joint portfolio of oil and gas between Equinor and the SDFI.

 

Equinor 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 Equinor 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 Equinor. The price Equinor pays to the SDFI for the crude oil is based on market reflective prices. The prices for NGL are either based on achieved prices, market value or market reflective prices.

 

The regulations of the owner's instruction, as described above, may be changed or withdrawn by the Equinor ASA's general meeting. Due to this uncertainty and the Norwegian State's estimate of proved reserves not being available to Equinor, it is not possible to determine the total quantities to be purchased by Equinor 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 2019 Norway is the only country in this category, with 71% of the total proved reserves. Since the US contained 16% of the Proved reserves in 2017, management has determined that the most meaningful presentation of geographic areas also in 2019 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 2016 through 2019, and the changes therein.

 

The reason for the most significant changes to our proved reserves at year end 2019 were:

·        Revisions of previously booked reserves, including the effect of improved recovery, increased the proved reserves by 327 million boe in 2019. This includes the effect of lower commodity prices, decreasing the proved reserves by approximately 35 million boe through a slightly reduced economic life time on several fields. Many producing fields also have 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. About two thirds of the total revisions come from fields in Norway, where many of the larger offshore fields continue to decline less than previously assumed for the proved reserves.

·        A total of 253 million boe of new proved reserves are added through extensions and new discoveries booking proved reserves for the first time. The largest addition comes from the North Komsomolskoye field in Russia where the first stage of the full field development was sanctioned in 2019. This category also includes extensions of the proved areas through drilling of new wells in previously undrilled areas in the US onshore plays and at some producing fields offshore Norway. Sanctioning of the Ærfugl phase 2 and Gudrun phase 2 developments in Norway also adds proved reserve sin this category. New discoveries with proved reserves booked in 2019 are all expected to start production within a period of five years, and some are already producing.

·        Purchase of 72 million boe of proved reserves include an increased ownership share of 2.6% in the Johan Sverdrup field in Norway through a transaction with Lundin Petroleum, purchase of a 22.45% share in the Caesar-Tonga field in the US Gulf of Mexico from Shell Offshore Inc and a swap agreement with Faroe Petroleum increasing Equinor’s ownership share in the Njord area in the Norwegian Sea.

·        Sale of 125 million boe of reserves includes the sale of a 16% stake in Lundin Petroleum, through which all proved reserves previously included as equity accounted in Norway are removed, and sale of all Equinor’s interests in the Eagle Ford onshore asset in the US.

·        The 2019 entitlement production was 698 million boe, a decrease of 2.1% compared to 2018.

 

Changes to the proved reserves in 2019 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.

 Equinor, Annual Report on Form 20-F 2019    241    


 

 

Consolidated companies

Equity accounted

Total

Net proved oil and condensate reserves

(in million boe)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

114

36

35

7

60

251

4

-

-

4

256

Extensions and discoveries

99

-

3

59

-

161

10

-

-

10

171

Purchase of reserves-in-place

21

-

-

2

111

133

-

-

-

-

133

Sales of reserves-in-place

(0)

(2)

-

(0)

-

(2)

-

-

-

-

(2)

Production

(155)

(8)

(57)

(48)

(29)

(298)

(5)

-

-

(5)

(303)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2018

1,458

124

165

371

378

2,496

62

-

-

62

2,558

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

113

50

19

35

27

244

3

(0)

-

3

247

Extensions and discoveries

5

3

-

25

-

33

-

57

-

57

91

Purchase of reserves-in-place

41

-

-

18

-

59

-

-

-

-

59

Sales of reserves-in-place

(4)

-

-

(13)

-

(17)

(62)

-

-

(62)

(80)

Production

(151)

(9)

(47)

(54)

(36)

(296)

(3)

(1)

-

(4)

(300)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2019

1,463

168

137

383

369

2,518

-

56

-

56

2,575

242   Equinor, Annual Report on Form 20-F 2019     


 

 

Consolidated companies

Equity accounted

Total

Net proved NGL reserves

(in million boe)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

25

-

15

(9)

-

30

(0)

-

-

(0)

30

Extensions and discoveries

21

-

-

16

-

37

0

-

-

0

37

Purchase of reserves-in-place

8

-

-

0

-

8

-

-

-

-

8

Sales of reserves-in-place

-

-

-

(0)

-

(0)

-

-

-

-

(0)

Production

(46)

-

(4)

(12)

-

(62)

(0)

-

-

(0)

(62)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2018

286

-

21

85

-

392

1

-

-

1

393

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

5

-

0

(2)

-

3

-

-

-

-

3

Extensions and discoveries

1

-

-

11

-

12

-

-

-

-

12

Purchase of reserves-in-place

4

-

-

1

-

5

-

-

-

-

5

Sales of reserves-in-place

(1)

-

-

(18)

-

(18)

(1)

-

-

(1)

(20)

Production

(41)

-

(3)

(12)

-

(57)

-

-

-

-

(57)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2019

254

-

18

65

-

337

-

-

-

-

337

 Equinor, Annual Report on Form 20-F 2019    243    


 

 

Consolidated companies

Equity accounted

Total

Net proved gas reserves

(in million cf)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

1,033

15

40

(9)

-

1,079

3

-

-

3

1,082

Extensions and discoveries

3,141

-

-

446

-

3,587

2

-

-

2

3,588

Purchase of reserves-in-place

274

-

-

3

26

303

-

-

-

-

303

Sales of reserves-in-place

(0)

-

-

(0)

-

(0)

-

-

-

-

(0)

Production

(1,502)

(39)

(84)

(318)

(5)

(1,949)

(4)

-

-

(4)

(1,953)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2018

15,290

134

266

2,373

20

18,084

10

-

-

10

18,094

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

432

8

31

(39)

(3)

429

2

1

-

3

432

Extensions and discoveries

36

-

-

506

-

542

-

298

-

298

840

Purchase of reserves-in-place

37

-

-

11

-

48

-

-

-

-

48

Sales of reserves-in-place

(18)

-

-

(118)

-

(135)

(10)

-

-

(10)

(145)

Production

(1,447)

(31)

(57)

(363)

(9)

(1,907)

(2)

(4)

-

(6)

(1,913)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2019

14,330

111

241

2,371

8

17,060

-

295

-

295

17,355

244   Equinor, Annual Report on Form 20-F 2019     


 

 

Consolidated companies

Equity accounted

Total

Net proved reserves

(in million boe)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Subtotal

Norway

Eurasia excluding Norway

Americas excluding US

Subtotal

Total

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

323

39

57

(4)

60

474

5

-

-

5

479

Extensions and discoveries

680

-

3

154

-

837

11

-

-

11

848

Purchase of reserves-in-place

78

-

-

3

115

196

-

-

-

-

196

Sales of reserves-in-place

(0)

(2)

-

(0)

-

(2)

-

-

-

-

(2)

Production

(469)

(15)

(76)

(116)

(30)

(707)

(6)

-

-

(6)

(713)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2018

4,468

148

233

879

382

6,110

66

-

-

66

6,175

 

 

 

 

 

 

 

 

 

 

 

 

Revisions and improved recovery

195

52

25

26

26

324

3

(0)

-

3

327

Extensions and discoveries

13

3

-

126

-

142

-

110

-

110

253

Purchase of reserves-in-place

51

-

-

21

-

72

-

-

-

-

72

Sales of reserves-in-place

(8)

-

-

(51)

-

(59)

(66)

-

-

(66)

(125)

Production

(450)

(15)

(60)

(131)

(38)

(693)

(3)

(1)

-

(5)

(698)

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2019

4,270

187

198

870

370

5,895

-

109

-

109

6,004

 Equinor, Annual Report on Form 20-F 2019    245    


 

 

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 boe)

 

 

 

 

 

 

 

 

 

 

 

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

At 31 December 2018

 

 

 

 

 

 

 

 

 

 

 

Developed

493

46

152

279

247

1,216

0

-

-

0

1,216

Undeveloped

966

78

13

91

131

1,279

62

-

-

62

1,342

At 31 December 2019

 

 

 

 

 

 

 

 

 

 

 

Developed

691

44

124

278

254

1,392

-

5

-

5

1,396

Undeveloped

772

123

13

104

115

1,127

-

52

-

52

1,178

Net proved NGL reserves

(in million boe)

 

 

 

 

 

 

 

 

 

 

 

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

At 31 December 2018

-

-

-

-

-

-

-

-

-

-

-

Developed

192

-

18

68

-

277

0

-

-

0

277

Undeveloped

94

-

3

18

-

115

1

-

-

1

116

At 31 December 2019

-

-

-

-

-

-

-

-

-

-

-

Developed

175

-

15

49

-

240

-

-

-

-

240

Undeveloped

78

-

3

16

-

97

-

-

-

-

97

Net proved gas reserves

(in million cf)

 

 

 

 

 

 

 

 

 

 

 

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

At 31 December 2018

 

 

 

 

 

 

 

 

 

 

 

Developed

10,459

111

240

1,740

20

12,569

0

-

-

0

12,570

Undeveloped

4,831

24

26

634

-

5,514

10

-

-

10

5,524

At 31 December 2019

 

 

 

 

 

 

 

 

 

 

 

Developed

9,417

111

217

1,645

8

11,398

-

67

-

67

11,465

Undeveloped

4,912

0

23

726

-

5,662

-

228

-

228

5,889

Net proved reserves

(in million boe)

 

 

 

 

 

 

 

 

 

 

 

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

At 31 December 2018

 

 

 

 

 

 

 

 

 

 

 

Developed

2,548

66

212

657

250

3,733

0

-

-

0

3,733

Undeveloped

1,920

82

21

222

131

2,377

65

-

-

65

2,442

At 31 December 2019

 

 

 

 

 

 

 

 

 

 

 

Developed

2,544

64

178

621

255

3,663

-

17

-

17

3,679

Undeveloped

1,725

123

20

250

115

2,233

-

92

-

92

2,325

246   Equinor, Annual Report on Form 20-F 2019     


 

 

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)

2019

2018

2017

 

 

 

 

Unproved properties

11,304

11,227

12,627

Proved properties, wells, plants and other equipment

188,425

180,463

173,954

 

 

 

 

Total capitalised cost

199,730

191,690

186,581

Accumulated depreciation, impairment and amortisation

(129,383)

(122,803)

(120,170)

 

 

 

 

Net capitalised cost

70,347

68,887

66,411

 

Net capitalised cost related to equity accounted investments as of 31 December 2019 was USD 385 million, USD 1,446 million in 2018 and USD 1,351 million in 2017. The reported figures are based on capitalised costs within the upstream segments in Equinor, 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 2019

 

 

 

 

 

 

Exploration expenditures

617

381

72

153

362

1,585

Development costs

4,955

679

350

1,947

601

8,532

Acquired proved properties

1,129

0

0

845

0

1,974

Acquired unproved properties

10

338

0

133

427

908

 

 

 

 

 

 

 

Total

6,711

1,398

422

3,078

1,390

12,999

 

 

 

 

 

 

 

Full year 2018

 

 

 

 

 

 

Exploration expenditures

573

190

48

138

489

1,438

Development costs

4,717

704

192

2,078

471

8,162

Acquired proved properties

1,333

0

0

21

2,133

3,487

Acquired unproved properties

108

10

10

411

886

1,425

 

 

 

 

 

 

 

Total

6,731

904

250

2,648

3,979

14,512

 

 

 

 

 

 

 

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

 Equinor, Annual Report on Form 20-F 2019    247    


 

Expenditures incurred in exploration and development activities related to equity accounted investments was USD 166 million in 2019, USD 249 million in 2018 and USD 284 million in 2017. These figures include Lundin with USD 117 million incurred prior to the divestment of 16% stake in the third quarter of 2019, USD 241 million in 2018 and USD 265 million in 2017.

 

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 Equinor.

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 2019

 

 

 

 

 

 

Sales

15

243

555

302

853

1,968

Transfers

17,754

562

2,666

3,732

1,139

25,853

Other revenues

1,151

27

2

199

51

1,430

 

 

 

 

 

 

 

Total revenues

18,920

832

3,223

4,233

2,043

29,251

 

 

 

 

 

 

 

Exploration expenses

(478)

(394)

(43)

(724)

(225)

(1,864)

Production costs

(2,297)

(163)

(519)

(658)

(413)

(4,050)

Depreciation, amortisation and net impairment losses

(5,617)

(517)

(1,032)

(4,140)

(771)

(12,077)

Other expenses

(895)

(164)

(46)

(1,012)

(329)

(2,446)

 

 

 

 

 

 

 

Total costs

(9,287)

(1,238)

(1,640)

(6,534)

(1,738)

(20,437)

 

 

 

 

 

 

 

Results of operations before tax

9,633

(406)

1,583

(2,301)

305

8,814

Tax expense

(6,197)

199

(685)

(68)

(13)

(6,764)

 

 

 

 

 

 

 

Results of operations

3,436

(207)

898

(2,369)

292

2,050

 

 

 

 

 

 

 

Net income/(loss) from equity accounted investments

15

24

0

6

0

45

248   Equinor, Annual Report on Form 20-F 2019     


 

Consolidated companies

(in USD million)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

Full year 2018

 

 

 

 

 

 

Sales

45

360

1,693

305

540

2,943

Transfers

21,814

558

3,474

3,934

1,142

30,922

Other revenues

606

97

59

175

32

968

 

 

 

 

 

 

 

Total revenues

22,465

1,015

5,226

4,413

1,714

34,833

 

 

 

 

 

 

 

Exploration expenses

(431)

(195)

(40)

(407)

(349)

(1,422)

Production costs

(2,416)

(162)

(526)

(586)

(349)

(4,039)

Depreciation, amortisation and net impairment losses

(4,370)

(354)

(1,458)

(2,197)

(584)

(8,962)

Other expenses

(852)

(196)

(56)

(852)

(287)

(2,243)

 

 

 

 

 

 

 

Total costs

(8,069)

(907)

(2,079)

(4,042)

(1,569)

(16,665)

 

 

 

 

 

 

 

Results of operations before tax

14,396

108

3,147

372

145

18,167

Tax expense

(10,185)

282

(1,460)

(1)

277

(11,088)

 

 

 

 

 

 

 

Results of operations

4,211

390

1,687

371

421

7,079

 

 

 

 

 

 

 

Net income/(loss) from equity accounted investments

10

23

0

8

0

41

 Equinor, Annual Report on Form 20-F 2019    249    


 

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



 

Average production cost in USD per boe based on entitlement volumes (consolidated)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

 

 

 

 

 

 

 

2019

5

11

9

5

11

6

2018

5

11

7

5

11

6

2017

5

9

6

5

12

5

 

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 pre-tax 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 Equinor's expected future cash flows or the value of its proved reserves and therefore should not be relied upon as an indication of Equinor’s future cash flow or value of its proved reserves.

250   Equinor, Annual Report on Form 20-F 2019     


 

(in USD million)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

At 31 December 2019

 

 

 

 

 

 

Consolidated companies

 

 

 

 

 

 

Future net cash inflows

187,897

10,506

10,752

27,547

19,977

256,679

Future development costs

(13,068)

(3,075)

(684)

(2,338)

(2,667)

(21,832)

Future production costs

(50,316)

(4,501)

(4,180)

(11,678)

(11,453)

(82,128)

Future income tax expenses

(91,386)

(378)

(2,194)

(2,955)

(932)

(97,846)

Future net cash flows

33,127

2,553

3,694

10,575

4,925

54,873

10% annual discount for estimated timing of cash flows

(12,854)

(772)

(883)

(3,586)

(1,605)

(19,699)

Standardised measure of discounted future net cash flows

20,273

1,781

2,811

6,989

3,320

35,173

 

 

 

 

 

 

 

Equity accounted investments

 

 

 

 

 

 

Standardised measure of discounted future net cash flows

-

475

-

-

-

475

 

 

 

 

 

 

 

Total standardised measure of discounted future net cash flows including equity accounted investments

20,273

2,256

2,811

6,989

3,320

35,648

 

 

 

 

 

 

+

 

 

 

 

 

 

 

(in USD million)

Norway

Eurasia excluding Norway

Africa

US

Americas excluding US

Total

At 31 December 2018

 

 

 

 

 

 

Consolidated companies

 

 

 

 

 

 

Future net cash inflows

225,928

9,585

14,050

32,306

23,651

305,520

Future development costs

(16,403)

(3,029)

(614)

(2,548)

(3,184)

(25,777)

Future production costs

(55,332)

(4,074)

(4,947)

(12,445)

(12,237)

(89,035)

Future income tax expenses

(113,522)

(416)

(2,968)

(3,530)

(1,036)

(121,471)

Future net cash flows

40,671

2,067

5,522

13,783

7,194

69,237

10% annual discount for estimated timing of cash flows

(16,303)

(789)

(1,372)

(5,014)

(2,460)

(25,937)

Standardised measure of discounted future net cash flows

24,368

1,278

4,150

8,769

4,734

43,299

 

 

 

 

 

 

 

Equity accounted investments

 

 

 

 

 

 

Standardised measure of discounted future net cash flows

607

-

-

-

-

607

 

 

 

 

 

 

 

Total standardised measure of discounted future net cash flows including equity accounted investments

24,975

1,278

4,150

8,769

4,734

43,907

 

 

 

 

 

 

+

 

 

 

 

 

 

 

(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

 Equinor, Annual Report on Form 20-F 2019    251    


 

Changes in the standardised measure of discounted future net cash flows from proved reserves

(in USD million)

2019

2018

2017

 

 

 

 

Consolidated companies

 

 

 

Standardised measure at 1 January

43,299

26,663

21,092

Net change in sales and transfer prices and in production (lifting) costs related to future production

(22,147)

39,646

22,640

Changes in estimated future development costs

(3,433)

(7,751)

(5,572)

Sales and transfers of oil and gas produced during the period, net of production cost

(24,117)

(29,556)

(22,446)

Net change due to extensions, discoveries, and improved recovery

1,333

12,046

3,836

Net change due to purchases and sales of minerals in place

987

4,815

(167)

Net change due to revisions in quantity estimates

8,176

11,622

10,798

Previously estimated development costs incurred during the period

8,341

8,066

7,597

Accretion of discount

11,066

6,525

4,415

Net change in income taxes

11,668

(28,775)

(15,530)

 

 

 

 

Total change in the standardised measure during the year

(8,126)

16,637

5,571

 

 

 

 

Standardised measure at 31 December

35,173

43,299

26,663

 

 

 

 

Equity accounted investments

 

 

 

Standardised measure at 31 December

475

607

333

 

 

 

 

Standardised measure at 31 December including equity accounted investments

35,648

43,907

26,995

 

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 2018. The proved reserves at 31 December 2018 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’.

 

252   Equinor, Annual Report on Form 20-F 2019     


 

5.1 Shareholder information

Equinor is the largest company listed on the Oslo Børs where it trades under the ticker code EQNR. Equinor is also listed on the New York Stock Exchange under the ticker code EQNR, trading in the form of American Depositary Shares (ADS).

 

Equinor'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.

 

 

Dividend policy and dividends

It is Equinor's ambition to grow the annual cash dividend measured in USD per share in line with long-term underlying earnings.

 

Equinor’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 Equinor’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, Equinor 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. Equinor 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 0.27 per share for the fourth quarter 2019 which is an increase from the previous quarter.

 

The following table shows the cash dividend amounts to all shareholders since 2015 on a per share basis and in aggregate.

 

 

 

 

 

Ordinary dividend per share

 

 

Ordinary dividend per share

Fiscal year

Curr.

Q1

 

Curr.

Q2

 

Curr.

Q3

 

Curr.

Q4

 

Curr.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

2018

USD

0.2300

 

USD

0.2300

 

USD

0.2300

 

USD

0.2600

 

USD

0.9500

2019

USD

0.2600

 

USD

0.2600

 

USD

0.2600

 

USD

0.2700

 

USD

1.0500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

On 5 February 2020 the board of directors proposed to declare a dividend for the fourth quarter of 2019 of USD 0.27 per share (subject to approval by the AGM). The Equinor share will trade ex-dividend 15 May 2020 on OSE and 18 May 2020 for ADR holders on NYSE. Record date will be 20 May 2019 on OSE and NYSE. Payment date will be around 29 May 2019.

 

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 exchange rates from Norges Bank in the period plus/minus three business days from record date, in total seven business dates.

 

Share buy-back

For the period 2013-2019, the board of directors has been authorised by the annual general meeting of Equinor to repurchase Equinor shares in the market for subsequent annulment. It is Equinor’s intention to renew this authorisation at the annual general meeting in May, 2020.

 

 

 

 

 

 Equinor, Annual Report on Form 20-F 2019    253    


 

On 4 September, 2019 the board of directors approved a share buy-back programme of up to USD 5 billion over a period until the end of 2022, subject to annual renewal of the authorisation from the annual general meeting. The first tranche of the programme of around USD 1.5 billion commenced on 5 September, 2019 and per 31 December, 2019 88% of the market operations of the first tranche (of USD 500 million) was complete, with 23,578,410 shares purchased at an average price of NOK 170.97

254   Equinor, Annual Report on Form 20-F 2019     


 

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 2019.

Equinor's share savings plan

Since 2004, Equinor 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 Equinor 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 180). 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 Equinor shares in the market on behalf of the company. The authorisation is valid until the next annual general meeting, but not beyond 30 June 2020. This authorisation replaces the previous authorisation to acquire Equinor’s own shares for implementation of the share savings plan granted by the annual general meeting 11 May 2017. It is Equinor’s intention to renew this authorisation at the annual general meeting on 14 May 2020.

 

 

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-19

515,550

191.2129

3,613,740

10,386,260

Feb-19

498,958

200.0165

4,112,698

9,887,302

Mar-19

521,209

192.1568

4,633,907

9,366,093

Apr-19

515,865

196.3206

5,149,772

8,850,228

May-19

557,325

182.0840

5,707,097

8,292,903

Jun-19

597,064

169.8610

597,064

13,402,936

Jul-19

592,725

171.1045

1,189,789

12,810,211

Aug-19

689,472

147.0617

1,879,261

12,120,739

Sep-19

582,712

174.3638

2,461,973

11,538,027

Oct-19

615,154

166.7386

3,077,127

10,922,873

Nov-19

587,646

177.3872

3,664,773

10,335,227

Dec-19

625,599

168.3426

4,290,372

9,709,628

Jan-20

595,692

179.1109

4,886,064

9,113,936

Feb-20

670,130

161.0881

5,556,194

8,443,806

 

 

 

 

 

 

TOTAL

 8,165,101 1)

 176.9178 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.

 Equinor, Annual Report on Form 20-F 2019    255    


 

Equinor ADR programme fees

Fees and charges payable by a holder of ADSs.

JPMorgan Chase Bank N.A. (JPMorgan), serves as the depositary for Equinor’s ADR programme having replaced the Deutsche Bank Trust Company Americas (Deutsche Bank) pursuant to the Further Amended and Restated Deposit Agreement dated 4 February 2019. JPMorgan 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 other fees from investors by billing ADR holders, by deducting such fees and charges from the amounts distributed or by deducting such fees from cash dividends or other cash distributions. 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:

 

 

ADR holders, persons depositing or withdrawing shares, and/or persons whom ADSs are issued, must pay:

For:

 

 

USD 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

Issuance of ADSs, including issuances resulting from a deposit of shares, a distribution of shares or rights or other property, and issuances pursuant to stock dividends, stock splits, mergers, exchanges of securities or any other transactions or events affecting the ADSs or the deposited securities.

 

Cancellation of ADSs for the purpose of withdrawal of deposited securities, including if the deposit agreement terminates, or a cancellation or reduction of ADSs for any other reason

 

 

USD 0.05 (or less) per ADS

Any cash distribution made or elective cash/stock dividend offered pursuant to the Deposit Agreement

 

 

USD 0.05 (or less) per ADS, per calendar year (or portion thereof)

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 to registered ADR holders of (i) securities distributed by the company to holders of deposited securities or (ii) cash proceeds from the sale of such securities

 

 

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

SWIFT, cable, telex, facsimile transmission and delivery charges (as provided in the deposit agreement).

 

Fees, expenses and other charges of JPMorgan or its agent (which may be a division, branch or affiliate) for converting foreign currency to USD, which shall be deducted out of such foreign currency.

 

 

Taxes and other governmental charges the Depositary or the custodian have to pay, for example, stock transfer taxes, stamp duty or withholding taxes

As necessary

 

 

Any fees, charges and expenses incurred by the Depositary or its agents for the servicing of the deposited securities, the sale of securities, the delivery of deposited securities or in connection with the depositary's or its custodian's compliance with applicable law, rule or regulation, including without limitation expenses incurred on behalf of ADR holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment

As necessary

 

 

Direct and indirect payments by the depositary

Under our arrangements with Deutsche Bank, our previous depositary, we were entitled to reimbursement of 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

256   Equinor, Annual Report on Form 20-F 2019     


 

December 2019, the depositary reimbursed approximately USD 1.648 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.

  

Deutsche Bank had also agreed to waive fees for costs associated with the administration of the ADR programme, and it had 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, reregistration costs borne by the custodian and costs in relation to printing and mailing AGM materials. For the year ended 31 December 2019, Deutsche Bank paid expenses of approximately USD 203,650 directly to third parties.

 

Under our arrangements with JPMorgan, as our current depositary, the company will each year receive from JPMorgan the lesser of (a) USD 2,000,000 and (b) the difference between revenues and expenses of the ADR programme. For the year ended 31 December 2019, JPMorgan reimbursed USD 900,000 to the company. For the year ending 31 December 2019, total reimbursement to the company from Deutsche Bank and JPMorgan in aggregate was thus approximately USD 2.548 million. JPMorgan has also agreed to reimburse the company for up to USD 25,000 in legal fees incurred in connection with the transfer of the ADR programme. Other reasonable costs associated with the administration of the ADR programme are borne by the company. For the year ended 31 December 2019, such costs, associated with the administration of the ADR programme, paid by the company, added up to approximately USD 905,402. Under certain circumstances, including the removal of JPMorgan as depositary, the company is required to repay to JPMorgan certain amounts paid to the company in prior periods.

 

Taxation

Norwegian tax consequences

This section describes material Norwegian tax consequences for shareholders in connection with the acquisition, ownership and disposal of shares and American Depositary Shares (“ADS”) in Equinor. The term “shareholders” refers to both holders of shares and holders of ADSs, unless otherwise explicitly stated.

 

The outline does not provide a complete description of all Norwegian tax regulations that might be relevant (i.e. for investors to whom special regulations may apply, including shareholders that carry on business activities in Norway, and whose shares or ADSs are effectively connected with such business activities), and is based on current law and practice. Shareholders should consult their professional tax advisers 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 of 22% (reduced from 23% with effect from and including 2019).

  

Individual shareholders residing in Norway for tax purposes are subject to the standard income tax rate of 22% (reduced from 23% with effect from and including 2019) for dividend income exceeding a basic tax free allowance. However, in 2019 dividend income exceeding the basic tax free allowance is grossed up with a factor of 1.44 before being included in the ordinary taxable income, resulting in an effective tax rate of 31.68% (22% x 1.44). 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 on (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.

 

Individual shareholders residing in Norway for tax purposes may hold the listed shares in companies resident within the EEA through a stock savings account. Dividend on shares owned through the stock savings account is only taxable when the dividend is withdrawn from the account.

 

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 from Norwegian companies. The distributing company is responsible for deducting the withholding tax upon distribution 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 of 22% (reduced from 23% with effect from and including 2019).

 

Certain other important exceptions and modifications are outlined below.

 

This withholding tax does not apply to corporate shareholders in the EEA that are comparable to Norwegian limited liability companies or certain other types of Norwegian entities, and are further able to demonstrate that they are genuinely established and carry on genuine economic business activity within the EEA, provided that Norway is entitled to receive information from the country of residence

 Equinor, Annual Report on Form 20-F 2019    257    


 

pursuant to a tax treaty or other international treaty. If no such treaty exists with the country of residence, the shareholder may instead present confirmation issued by the tax authorities of the country 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 residing for tax purposes in the EEA 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.

 

Individual shareholders residing for tax purposes in the EEA may hold the listed shares in companies resident within the EEA through a stock savings account. Dividend on shares owned through the stock savings account will only be subject to withholding tax when withdrawn from the account.

Procedure for claiming a reduced withholding tax rate on dividends

A foreign shareholder that is entitled to an exemption from or reduction of withholding tax on dividends, may request that the exemption or reduction 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. Specific documentation requirements apply.

 

For holders of shares and ADSs deposited JPMorgan Chase Bank N.A. (JPMorgan), documentation establishing that the holder is eligible for the benefits under a tax treaty with Norway, may be provided to JPMorgan. JPMorgan 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.

 

The statutory 25% withholding tax rate will be levied on 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 a reduced rate. 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: www.skatteetaten.no/en/person.

Taxation on 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 of 22% (reduced from 23% with effect from and including 2019). However, in 2019 the taxable gain or deductible loss is grossed up with a factor of 1.44 before included in the ordinary taxable income, resulting in an effective tax rate of 31.68% (22% x 1.44).

 

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 a 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.

 

Individual shareholders residing in Norway for tax purposes may hold listed the shares in companies resident within the EEA through a stock savings account. Gain on shares owned through the stock savings account will only be taxable when withdrawn from the account whereas loss on shares will be deductible when the account is terminated.

 

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 unrealised 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 residing in Norway for tax purposes. Norwegian limited liability companies and certain similar entities are not subject to wealth tax. The current marginal wealth tax

258   Equinor, Annual Report on Form 20-F 2019     


 

rate is 0.85% of the value assessed. The assessment value of listed shares (including ADSs) is 75% (reduced from 80% with effect from and including the income year 2019) 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 liability 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 the ownership and disposition of shares or ADSs. It only applies to you if you hold your shares or ADSs as capital assets for United States federal income tax purposes. This discussion addresses only United States federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are 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, tax-exempt organisations, insurance companies, partnerships or entities or arrangements that are treated as partnerships for United States federal income tax purposes, persons that actually or constructively own 10% of the combined voting power of voting stock of Equinor or of the total value of stock of Equinor, 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 a part of a 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, all as currently in effect, 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, for United States federal income tax purposes: (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.

 

The tax treatment of the shares or ADSs will depend in part on whether or not we are classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes. Except as discussed below, under “—PFIC rules”, this discussion assumes that we are not classified as a PFIC for United States federal income tax purposes.

 

Taxation of distributions

Under the United States federal income tax laws, the gross amount of any distribution (including any Norwegian tax withheld from the distribution payment) paid by Equinor out of its current or accumulated earnings and profits (as determined for United States federal income tax purposes), other than certain pro-rata distributions of its shares, will be treated as a dividend that 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 that constitute qualified dividend income 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 Equinor is eligible for benefits under the Treaty. We believe that Equinor is currently eligible for the benefits of the Treaty and we therefore expect that dividends on the ordinary shares or ADSs will be qualified dividend income. 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 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. However, Equinor does not expect to calculate

 Equinor, Annual Report on Form 20-F 2019    259    


 

earnings and profits in accordance with United States federal income tax principles. Accordingly, you should expect to generally treat distributions we make as dividends.

 

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 reduction or refund of the tax withheld is available to you under Norwegian law. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. Dividends will generally be income from sources outside the United States and will generally be “passive” 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. 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 currently be treated as stock of a PFIC for United States federal income tax purposes and we do not expect to become a PFIC in the foreseeable future. However, this conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a PFIC in a future taxable year. 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 generally 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, under proposed Treasury regulations, such withholding will not apply to payments made before the date that is two years after the date on which final regulations defining the term “foreign passthru payment” are enacted. The rules for the implementation of these requirements have not yet been fully finalised, so it is impossible to determine at this time what impact, if any, these requirements will have on holders of the shares and ADSs.

 

 

Major shareholders

The Norwegian State is the largest shareholder in Equinor, with a direct ownership interest of 67%. Its ownership interest is managed by the Norwegian Ministry of Petroleum and Energy.

 

 

260   Equinor, Annual Report on Form 20-F 2019     


 

A PICTURE CONTAINING SCREENSHOT

DESCRIPTION AUTOMATICALLY GENERATED

 

 

 

 

As of 31 December 2019, the Norwegian State had a 67% direct ownership interest in Equinor and a 3.4% indirect interest through the National Insurance Fund (Folketrygdfondet), totalling 70.4%.

 

Equinor 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 2019

Number of Shares

Ownership in %

 

 

 

 

1

Government of Norway

2,236,903,016

67.00%

2

Folketrygdfondet

113,846,697

3.41%

3

Dodge & Cox

43,526,704

1.30%

4

Fidelity Management & Research Company

39,121,616

1.17%

5

BlackRock Institutional Trust Company, N.A.

33,746,216

1.01%

6

The Vanguard Group, Inc.

29,105,110

0.87%

7

Lazard Asset Management, L.L.C.

23,734,615

0.71%

8

SAFE Investment Company Limited

22,872,440

0.69%

9

KLP Forsikring

18,942,979

0.57%

10

Storebrand Kapitalforvaltning AS

17,979,456

0.54%

11

T. Rowe Price Associates, Inc.

16,475,072

0.49%

12

INVESCO Asset Management Limited

14,442,919

0.43%

13

UBS Asset Management (UK) Ltd.

12,733,393

0.38%

14

State Street Global Advisors (US)

12,208,894

0.37%

15

Marathon Asset Management LLP

11,449,280

0.34%

16

Renaissance Technologies LLC

11,064,361

0.33%

17

DNB Asset Management AS

10,397,297

0.31%

18

Legal & General Investment Management Ltd.

10,022,099

0.30%

19

Templeton Investment Counsel, L.L.C.

9,068,425

0.27%

20

BlackRock Investment Management (UK) Ltd.

8,521,589

0.26%

 

 

 

 

Source: Data collected by third party, authorised by Equinor, December 2019.

 

 

 

 

 

 

 

 

 

 

 Equinor, Annual Report on Form 20-F 2019    261    


 

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.

 

 

 

262   Equinor, Annual Report on Form 20-F 2019     


 

5.2 Use and reconciliation of non-GAAP financial measures

Since 2007, Equinor 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. IFRS has been applied consistently to all periods presented in the 2019 Consolidated financial statements.

 

 

Equinor 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: (i.e, IFRS in the case of Equinor). The following financial measures may be considered non-GAAP financial measures:

 

a)        Net debt to capital employed ratio, Net debt to capital employed ratio adjusted, including lease liabilities and Net debt to capital employed ratio adjusted

b)        Return on average capital employed (ROACE)

c)        Organic capital expenditures

d)        Free cash flow and organic free cash flow

e)        Adjusted earnings and adjusted earnings after tax

 

a) Net debt to capital employed ratio

In Equinor’s view, the calculated net debt to capital employed ratio, net debt to capital employed ratio adjusted, including lease liabilities 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 Equinor Insurance 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. Following implementation of IFRS16 Equinor presents a “net debt to capital employed adjusted” excluding lease liabilities from the gross interest-bearing debt.  Net 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.

 

 Equinor, Annual Report on Form 20-F 2019    263    


 

Calculation of capital employed and net debt to capital employed ratio

 

For the year ended 31 December

(in USD million)

 

2019

2018

2017

 

 

 

 

 

 

Shareholders' equity

 

41,139

42,970

39,861

Non-controlling interests

 

20

19

24

 

 

 

 

 

Total equity

A

41,159

42,990

39,885

 

 

 

 

 

Current finance debt

 

4,087

2,463

4,091

Non-current finance debt

 

24,945

23,264

24,183

 

 

 

 

 

Gross interest-bearing debt

B

29,032

25,727

28,274

 

 

 

 

 

Cash and cash equivalents

 

5,177

7,556

4,390

Current financial investments

 

7,426

7,041

8,448

 

 

 

 

 

Cash and cash equivalents and current financial investment

C

12,604

14,597

12,837

 

 

 

 

 

Net interest-bearing debt before adjustments

B1 = B-C

16,429

11,130

15,437

 

 

 

 

 

Other interest-bearing elements 1)

 

791

1,261

1,014

Marketing instruction adjustment 2)

 

-

(146)

(164)

 

 

 

 

 

Net interest-bearing debt adjusted, including lease liabilities

B2

17,219

12,246

16,287

 

 

 

 

 

Lease liabilities

 

4,339

-

-

 

 

 

 

 

Net interest-bearing debt adjusted

B3

12,880

12,246

16,287

 

 

 

 

 

Calculation of capital employed:

 

 

 

 

Capital employed

A+B1

57,588

54,120

55,322

Capital employed adjusted, including lease liabilities

A+B2

58,378

55,235

56,172

Capital employed adjusted3)

A+B3

54,039

55,235

56,172

 

 

 

 

 

Calculated net debt to capital employed

 

 

 

 

Net debt to capital employed

(B1)/(A+B1)

28.5%

20.6%

27.9%

Net debt to capital employed adjusted, including lease liabilities

(B2)/(A+B2)

29.5%

22.2%

29.0%

Net debt to capital employed adjusted3)

(B3)/(A+B3)

23.8%

22.2%

29.0%

 

 

 

 

 

 

1)

Other interest-bearing elements are cash and cash equivalents adjustments regarding collateral deposits classified as cash and cash

equivalents in the Consolidated balance sheet but considered as non-cash in the non-GAAP calculations as well as financial investments in Equinor Insurance 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 Equinor's Consolidated balance sheet.

3)

Following implementation of IFRS16 Equinor presents a “net debt to capital employed adjusted” excluding lease liabilities from the gross interest-bearing debt. Comparable numbers presented in this table include finance lease according to IAS17, adjusted for marketing instruction agreement, which in total represent 0.4%-point of the Net debt to capital employed by 31 December 2019. “Net debt to capital employed adjusted” based on similar adjustments as for 31 December 2018 is 24.2% by 31 December 2019.

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. Equinor uses ROACE to measure the return on capital employed adjusted, 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 IFRS or ratios based on these figures. For a reconciliation for adjusted earnings after tax, see e) later in this section.

 

ROACE was 9.0% in 2019, compared to 12.0% in 2018 and 8.2% in 2017. The change from 2018 is due to a decrease in adjusted earnings after tax.

 

264   Equinor, Annual Report on Form 20-F 2019     


 

Calculated ROACE based on Adjusted earnings after tax and capital employed adjusted

For the year ended 31 December

(in USD million, except percentages)

2019

2018

2017

 

 

 

 

 

Adjusted earnings after tax (A)

4,925

6,693

4,528

 

 

 

 

Average capital employed adjusted (B)

54,637

55,704

55,330

 

 

 

 

Calculated ROACE based on Adjusted earnings after tax and capital employed adjusted (A/B)

9.0%

12.0%

8.2 %

 

 

 

 

 

 

         

c) Organic capital expenditures

Capital expenditures, defined as Additions to PP&E, intangibles and equity accounted investments in note 3 Segments to the Consolidated financial statements, amounted to USD 14.8 billion in 2019.

 

Organic capital expenditures are capital expenditures excluding acquisitions, capital leases and other investments with significant different cash flow pattern.

 

In 2019, a total of USD 4.8 billion were excluded from the organic capital expenditures. Among items excluded from the organic capital expenditure in 2019 were acquisition of a 40% operated interest in the Rosebank project, acquisition of 100% shares in Danske Commodities, acquisition of 10% interest in the BM-S-8 licence in Brazil, acquisition of a 22.45% interest in the Caesar Tonga field,  acquisition of 2.6% interest in the Johan Sverdrup field, and additions of Right of Use (RoU) assets related to leases, resulting in organic capital expenditure of USD 10.0 billion.

 

In 2018, capital expenditures were USD 15.2 billion as per note 3 Segments to the Consolidated financial statements. A total of USD 5.3 billion were excluded from the organic capital expenditures. Among items excluded from the organic capital expenditure in 2018 were acquisition of a 51% operated interest in the Martin Linge field, acquisition of a 25% interest in the Roncador field in Brazil, signature bonus for the Dois Irmãos and Uirapuru exploration blocks in Brazil and acquisition of 40% interest of the North Platte oil discovery in the US Gulf of Mexico resulting in organic capital expenditure of USD 9.9 billion.

 

d) Free cash flow and organic 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 (USD 21.8 billion), taxes paid (negative USD 8.3 billion), cash used in business combinations (negative USD 2.3 billion), capital expenditures and investments (negative USD 10.2 billion), (increase) decrease in other items interest bearing (USD 0.0 billion), proceeds from sale of assets and businesses (USD 2.6 billion), dividend paid (negative USD 3.3 billion) and share buy-back (negative USD 0.4 billion), resulting in a negative free cash flow of USD 0.2 billion in 2019.

 

Organic free cash flow is Free cash flow excluding proceeds from sale of assets and businesses and cash flow to acquisitions (additions through business combinations and the inorganic investments included in capital expenditures and investments), of total USD 0.6 billion, resulting in an organic free cash flow of USD 0.4 billion in 2019.

 

e) Adjusted earnings and adjusted earnings after tax

Management considers adjusted earnings and adjusted earnings after tax together with other non-GAAP financial measures as defined below, to provide a better indication of the underlying operational and financial performance in the period (excluding financing), and therefore better facilitate comparisons between periods.

 

The following financial measures may be considered non-GAAP financial measures:

 

Adjusted earnings are based on net operating income/(loss) 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 Equinor’s underlying operational performance in the individual reporting period. Management considers adjusted earnings to be a supplemental measure to Equinor’s IFRS measures, which provides an indication of Equinor’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 adjusts for the following items:

 

·        Changes in fair value of derivatives: Certain gas contracts are, due to pricing or delivery conditions, deemed to contain embedded derivatives, required to be carried at fair value. Also, certain transactions related to historical divestments include contingent consideration, are carried at fair value. The accounting impacts of changes in fair value of the aforementioned are excluded from adjusted earnings. In addition, adjustments 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

 Equinor, Annual Report on Form 20-F 2019    265    


 

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 and is accounted for using the lower of cost or market price. If market prices increase above cost price, the inventory will not reflect this increase in value. There will be a loss on the derivative hedging the inventory since the derivatives always reflect changes in the market price. An adjustment is made to reflect the unrealised market increase 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 of the inventory and the derivative effect in the IFRS income statement will offset each other and no adjustment is made

·        Over/underlift: Over/underlift is accounted for using the sales method and therefore revenues were reflected in the period the product was sold rather than in the period it was produced. The over/underlift position depended on a number of factors related to our lifting programme and the way it corresponded 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 to reflect operational performance and comparability with peers. Following the first quarter of 2019, Equinor changed the accounting policy for lifting imbalances. Adjusted earnings now include the over/underlift adjustment

·        The operational storage is not hedged and is not part of the trading portfolio. 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 within 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 consequently impact net operating income. Write-down to production cost 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 Equinor’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 are carefully assessed and can include transactions such as provisions related to reorganisation, early retirement, etc.

·        Change in accounting policy  are adjusted when the impacts on income in the period are unusual or infrequent, and not reflective of Equinor’s underlying operational performance in the reporting period

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. 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 Equinor’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. 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 as such non-GAAP measures do not include all the items of revenues/gains or expenses/losses of Equinor that are needed to evaluate its profitability on an overall basis. Adjusted earnings and adjusted earnings after tax are only intended to be indicative of the underlying developments in trends of our on-going operations for the production, manufacturing and marketing of our products and exclude pre-and post-tax impacts of net financial items. Equinor reflects such underlying development in our operations by eliminating the effects of certain items that may not be directly associated with the period's operations or financing. However, for that reason, adjusted earnings and adjusted earnings after tax are not complete measures of profitability. These measures should therefore not be used in isolation.

 

266   Equinor, Annual Report on Form 20-F 2019     


 

Calculation of adjusted earnings after tax

For the year ended 31 December

(in USD million)

2019

2018

2017

 

 

 

 

Net operating income

9,299

20,137

13,771

 

 

 

 

Total revenues and other income

(1,022)

(2,141)

(405)

Changes in fair value of derivatives

(291)

(95)

(197)

Periodisation of inventory hedging effect

306

(280)

(43)

Impairment from associated companies

23

-

-

Change in accounting policy1)

-

(287)

-

Over-/underlift

166

-

(155)

Gain/loss on sale of assets

(1,227)

(656)

(10)

Provisions

-

(823)

-

 

 

 

 

Purchases [net of inventory variation]

508

29

(35)

Operational storage effects

(121)

132

(94)

Eliminations

628

(103)

59

 

 

 

 

Operating and administrative expenses

619

114

418

Over-/underlift

(32)

-

11

Other adjustments

-

1

9

Change in accounting policy1)

123

-

-

Gain/loss on sale of assets

43

2

382

Provisions

485

111

12

Cost accrual changes

-

-

4

 

 

 

 

Depreciation, amortisation and impairment

3,429

(457)

(1,055)

Impairment

3,549

794

917

Reversal of impairment

(120)

(1,399)

(1,972)

Provisions

-

148

-

 

 

 

 

Exploration expenses

651

276

(56)

Impairment

651

287

435

Reversal of impairment

-

-

(517)

Cost accrual changes

-

(11)

25

 

 

 

 

Sum of adjustments to net operating income

4,185

(2,178)

(1,132)

 

 

 

 

Adjusted earnings

13,484

17,959

12,639

 

 

 

 

Tax on adjusted earnings

(8,559)

(11,265)

(8,110)

 

 

 

 

Adjusted earnings after tax

4,925

6,693

4,529

 

 

 

 

1) Change in accounting policy for lifting imbalances.

 

 

 

 

 Equinor, Annual Report on Form 20-F 2019    267    


 

5.3 Legal proceedings

Equinor 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. Equinor does not believe such proceedings will, individually or in the aggregate, have a significant effect on Equinor’s financial position, profitability, results of operations or liquidity. See also note 9 Income taxes and note 24 Other commitments, contingent liabilities and contingent assets to the Consolidated financial statements.

268   Equinor, Annual Report on Form 20-F 2019     


 

5.6 Terms and abbreviations

 

Organisational abbreviations

·         ADS – American Depositary Share

·         ADR – American Depositary Receipt

·         ACG - Azeri-Chirag-Gunashli

·         AFP - Agreement-based early retirement plan

·         AGM - Annual general meeting

·         ARO - Asset retirement obligation

·         BTC - Baku-Tbilisi-Ceyhan pipeline

·         CCS - Carbon capture and storage

·         CLOV - Cravo, Lirio, Orquidea and Violeta

·         CO2 - Carbon dioxide

·         CO2eq - Carbon dioxide equivalent

·         DKK - Danish Krone

·         DPB – Development & Production Brazil

·         DPI - Development & Production International

·         DPN - Development & Production Norway

·         DPUSA - Development & Production USA

·         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

·         GDP - Gross domestic product

·         GHG - Greenhouse gas

·         GSB - Global Strategy & Business Development

·         HSE - Health, safety and environment

·         IASB - International Accounting Standards Board

·         ICE - Intercontinental Exchange

·         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

·         NCS - Norwegian continental shelf

·         NES – New Energy Solutions

·         NIOC - National Iranian Oil Company

·         NOK - Norwegian kroner

·         NOx- Nitrogen oxide

·         NYSE – New York stock exchange

·         OECD - Organisation of Economic Co-Operation and Development

·         OML - Oil mining lease

·         OPEC - Organization of the Petroleum Exporting Countries

·         OPEX – Operating expense

·         OSE – Oslo stock exchange

·         OTC - Over-the-counter

·         OTS - Oil trading and supply department

·         PDO - Plan for development and operation

·         PIO - Plan for installation and operation

·         PSA - Production sharing agreement

·         PSC – Production sharing contract

·         PSVM - Plutão, Saturno, Vênus and Marte

·         R&D - Research and development

·         ROACE - Return on average capital employed

·         RRR - Reserve replacement ratio

·         SDFI - Norwegian State's Direct Financial Interest

 Equinor, Annual Report on Form 20-F 2019    269    


 

·         SEC - Securities and Exchange Commission

·         SEK - Swedish Krona

·         SG&A - Selling, general & administrative

·         SIF - Serious Incident Frequency

·         TPD - Technology, projects and drilling

·         TRIF - Total recordable injuries per million hours worked

·         TSP - Technical service provider

·         UKCS - UK continental shelf

·         US - United States of America

·         USD - United States dollar

 

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

·         mcm - thousand cubic metres

·         mmcm - million cubic metres

·         bcm - billion cubic metres

·         km - kilometre

·         one billion - one thousand million

·         MW - Mega watt

·         GW – Giga watt

·         TW – Terra watt

 

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

·         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

·         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 Equinor's percentage ownership in a particular field. Entitlement volumes, on the other hand, represent Equinor'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

270   Equinor, Annual Report on Form 20-F 2019     


 

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 Equinor 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

·         Oslo Børs: Oslo stock exchange (OSE)

·         Peer group: Equinor’s peer group consists of Equinor, Shell, ExxonMobil, OMV, ConocoPhillips, BP, Marathon, Chevron, Total, Repsol 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

·         Storting: the Norwegian Parliament

·         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)

 

 Equinor, Annual Report on Form 20-F 2019    271    


 

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, including with respect to our net carbon intensity, carbon efficiency, methane emissions and flaring reductions, renewable energy capacity, carbon-neutral global operations, internal carbon price on investment decisions, future levels of, and expected value creation from, oil and gas production, scale and composition of the oil and gas portfolio, development of CCUS and hydrogen businesses, use of offset mechanisms and natural sinks and support of TCFD recommendations; organic investments, organic capital expenditure, capital investment, results of operations and cash flows, including plans to grow ROACE to 15% in 2023; future financial ratios and information; future financial or operational performance; the impact of Covid-19; future credit rating; future worldwide economic trends and market conditions, including the importance of trade tensions and emerging economies; future development and maturity of the portfolio; business strategy and competitive position; sales, trading and market strategies; research and development initiatives and strategy; expectations related to production levels, unit production cost, investment, exploration activities, discoveries and development in connection with our transactions and projects in Angola, Argentina, Azerbaijan, Brazil, Germany, the Gulf of Mexico, the NCS, the North Sea, Poland, the United Kingdom and the United States; employee training and KPIs; plans to redesign the CHP; completion and results of acquisitions, disposals and other contractual arrangements and delivery commitments; recovery factors and levels; future margins; future levels or development of capacity, reserves or resources; planned turnarounds and other maintenance activity; plans for renewables production capacity and the balance between oil and renewables production; oil and gas volume growth, including for volumes lifted and sold to equal entitlement production; estimates related to production and development, forecasts, reporting levels and dates; operational expectations, estimates, schedules and costs; expectations relating to licences and leases; oil, gas, alternative fuel and energy prices, volatility, supply and demand; environmental cleanup timing; processes related to human rights laws; organisational structure and policies; technological innovation, implementation, position and expectations; expectations regarding board composition, remuneration and application of the company performance modifier future levels of diversity; 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 of liquidity reserves; estimated or future liabilities, obligations or expenses; expected impact of currency and interest rate fluctuations and LIBOR discontinuation; 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, share buy-backs and amounts and timing 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; levels and calculations of reserves and material differences from reserves estimates; unsuccessful drilling; operational problems; health, safety and environmental risks; natural disasters, adverse weather conditions, climate change, and other changes to business conditions; the effects of climate change; regulations on hydraulic fracturing; security breaches, including breaches of our digital infrastructure (cybersecurity); ineffectiveness of crisis management systems; the actions of competitors; the development and use of new technology, particularly in the renewable energy sector; inability to meet strategic objectives; the difficulties involving transportation infrastructure; political and social stability and economic growth in relevant areas of the world; an inability to attract and retain personnel; inadequate insurance coverage; changes or uncertainty in or non-compliance with laws and governmental regulations; the actions of the Norwegian state as majority shareholder; failure to meet our ethical and social standards; the political and economic policies of Norway and other oil-producing countries; non-compliance with international trade sanctions; the actions of field partners; adverse changes in tax regimes; exchange rate and interest rate fluctuations; factors relating to trading, supply and financial risk; general economic conditions; and other factors discussed elsewhere in this report.

 

We use certain terms in this document, such as “resource” and “resources” that the SEC’s rules prohibit us from including in our filings with the SEC. U.S. investors are urged to closely consider the disclosures in our Form 20-F, SEC File No. 1-15200. This form is available on our website or by calling 1-800-SEC-0330 or logging on to www.sec.gov.

 

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.

 

272   Equinor, Annual Report on Form 20-F 2019     


 

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.

 

 

EQUINOR ASA

(Registrant)

 

 

By:             /s/ LARS CHRISTIAN BACHER

Name:      Lars Christian Bacher

Title:          Executive Vice President and Chief Financial Officer

 

 

Dated: 20 March 2020

 

 Equinor, Annual Report on Form 20-F 2019    273    


 

5.9 Exhibits

The following exhibits are filed as part of this annual report:

 

Exhibit no

Description

 

 

 

Exhibit 1

Articles of Association of Equinor ASA, as amended, effective from 15 May 2018 (English translation).

Exhibit 2.1

Description of Securities registered under Section 12 of the Exchange Act.

Exhibit 2.2

Form of Indenture among Equinor ASA (formerly known as Statoil ASA and StatoilHydro ASA), Equinor Energy AS (formerly known as Statoil Petroleum AS and StatoilHydro Petroleum AS) and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 of Statoil ASA’s and Statoil Petroleum AS’s Post - Effective Amendment No.1 to their Registration Statement on Form F-3 (File No. 333-143339) filed with the Commission on 2 April 2009).

Exhibit 2.3

Supplemental Indenture No. 3 (incorporated by reference to Exhibit 4.1 of Equinor ASA’s Report on Form 6-K (File No. 001-15200) filed with the Commission on 10 September 2018).

Exhibit 2.4

Form of Supplemental Indenture No. 4 (incorporated by reference to Exhibit 4.1 of Equinor ASA’s Report on Form 6-K (File No. 001-15200) filed with the Commission on 13 November 2019).

Exhibit 2.5

Amended and Restated Agency Agreement, dated as of 10 May 2019, by and among Equinor ASA (formerly known as Statoil ASA), as Issuer, Equinor Energy AS (formerly known as 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 Euro Medium Term Note Programme.

Exhibit 2.6

Deed of Covenant, dated as of 10 May 2019, of Equinor ASA (formerly known as Statoil ASA) in respect of a ?20,000,000 Euro Medium Term Notes Programme

Exhibit 2.7

Deed of Guarantee, dated as of 10 May 2019, of Equinor Energy AS (formerly known as Statoil Petroleum AS) in respect of a ?20,000,000 Euro Medium Term Notes Programme

Exhibit 4(a)(i)

Technical Services Agreement between Gassco AS and Equinor Energy AS (formerly known as Statoil Petroleum AS), dated November 24, 2010 (incorporated by reference to Exhibit 4(a)(i) of Equinor's (formerly known as Statoil) 2016 Form 20-F (File no. 001-15200) filed with the Commission on March 17, 2017).

Exhibit 4(a)(ii)

Amendment no. 1, 2, 3, 4, 5 and 6, dated 17 October 2010, 19 February 2013, 15 December 2012, 17 September 2014, 15 December 2017 and 22 December 2017, respectively, to Technical Services Agreement between Gassco AS and Equinor Petroleum AS (formerly known as Statoil Petroleum AS), dated November 24, 2010 (incorporated by reference to Exhibit 4(a)(ii) of Equinor's (formerly known as Statoil) 2017 Form 20-F (File no. 001-15200) filed with the Commission on March 23, 2018)

Exhibit 4(c)

Employment agreement with Eldar Sætre as of 4 February 2015 (incorporated by reference to Exhibit 4(c) of Equinor's (formerly known as Statoil) 2016 20-F (File no. 001-15200) filed with the Commission on March 17, 2017).

Exhibit 8

Subsidiaries (see Significant subsidiaries included in section 2.7 Corporate in this annual report).

Exhibit 11

Code of Conduct.

Exhibit 12.1

Rule 13a-14(a) Certification of Chief Executive Officer.

Exhibit 12.2

Rule 13a-14(a) Certification of Chief Financial Officer.

Exhibit 13.1

Rule 13a-14(b) Certification of Chief Executive Officer.1)

Exhibit 13.2

Rule 13a-14(b) Certification of Chief Financial Officer.1)

Exhibit 15(a)(i)

Consent of EY AS.

Exhibit 15(a)(ii)

Consent of KPMG AS

Exhibit 15(a)(iii)

Consent of DeGolyer and MacNaughton

Exhibit 15(a)(iv)

Report of DeGolyer and MacNaughton

Exhibit 101

Interactive Data Files (formatted in XBRL (Extensible Business Reporting Language)). Submitted electronically with the annual report on Form 20-F.

 

 

 

1)

Furnished only.

 

 

 

The total amount of long term debt securities of Equinor ASA and its subsidiaries authorised under instruments other than those listed above does not exceed 10% of the total assets of Equinor ASA and its subsidiaries on a consolidated basis. The company agrees to furnish copies of any such instruments to the Commission upon request.

 

274   Equinor, Annual Report on Form 20-F 2019     


 

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

2.2 (Business overview—Key figures); 2.9 (Financial review); 4.1 (Consolidated financial statements of the Equinor Group); 5.1 (Shareholder information - Dividend policy and dividends)

 

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

About the Report; 2.1 (Strategy and market overview); 2.2 (Business overview); 2.3 (Exploration & Production Norway (E&P Norway)); 2.4 (Exploration & Production International (E&P International)); 2.5 (Marketing, Midstream & Processing (MMP)); 2.6 (Other group); 2.7 (Corporate); 2.10 (Liquidity and capital resources—Review of cash flows); 2.10 (Liquidity and Capital Resources—Investments); note 4 (Acquisitions and disposals) to 4.1 (Consolidated financial statements of the Equinor Group)

 

B. Business Overview

2.1 (Strategy and market overview); 2.2 (Business overview); 2.3 (Exploration & Production Norway (E&P Norway)); 2.4 (Exploration & Production International (E&P International)); 2.5 (Marketing, Midstream & Processing (MMP)); 2.6 (Other group); 2.7 (Corporate)

 

C. Organisational Structure

2.2 (Business overview—Corporate structure, —Segment reporting); 2.7 (Corporate—Subsidiaries and properties)

 

D. Property, Plants and Equipment

2.3 (Exploration & Production Norway (E&P Norway)); 2.4 (Exploration & Production International (E&P International)); 2.5 (Marketing, Midstream & Processing (MMP)); 2.6 (Other group); 2.7 (Corporate—Real estate); 2.10 (Liquidity and capital resources—Investments); notes 10 (Property, plant and equipment) and 22 (Leases) to 4.1 (Consolidated financial statements of the Equinor Group)

 

Oil and Gas Disclosures

2.8 (Operational performance—Proved oil and gas reserves); 2.8 (Operational performance—Production volumes and prices)

Item 4A.

Unresolved Staff Comments

None

Item 5.

Operating and Financial Review and Prospects

The discussion does not address certain items in respect of 2017 in reliance on amendments to disclosure requirements adopted by the SEC in 2019.  A discussion of such items in respect of 2017 may be found in the Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 15, 2018

 

A. Operating Results

2.7 (Corporate—Applicable laws and regulations); 2.9 (Financial review); 2.11 (Risk review—Liquidity, market and financial risks—Foreign exchange, —Financial risk)

 

B. Liquidity and Capital Resources

2.10 (Liquidity and capital resources); 2.11 (Risk review—Liquidity, market and financial risks); notes 2 (Financial risk management and measurement of financial instruments), 5 (Financial risk management), 15 (Trades and other receivables), 16 (Cash and cash equivalents), 18 (Finance debt) and 24 (Other commitments, contingent liabilities and contingent assets) to 4.1 (Consolidated financial statements of the Equinor Group)

 

C. Research and development, Patents and Licences, etc.

2.2 (Business overview—Research and development); note 7 (Other expenses) to 4.1 (Consolidated financial statements of the Equinor Group)

 

D. Trend Information

passim

 

E. Off-Balance Sheet Arrangements

2.10 (Liquidity and capital resources—Principal Contractual obligations, —Off balance sheet arrangements); notes 22 (Leases), 23 (Implementation of IFRS 16 Leases) and 24 (Other commitments, contingent liabilities and contingent assets) to 4.1 (Consolidated financial statements of the Equinor Group)

 

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

3.8 (Corporate assembly, board of directors and management)

 

B. Compensation

3.11 (Remuneration to the board of directors and corporate assembly); 3.12 (Remuneration to the corporate executive committee); notes 6 (Remuneration) and 19 (Pensions) to 4.1 (Consolidated financial statements of the Equinor Group)

 

C. Board Practices

3.8 (Corporate assembly, board of directors and management); 3.9 (The work of the board of directors—Audit committee, —Compensation and executive development committee)

 

D. Employees

2.13 (Our people)

 

E. Share Ownership

3.8 (Corporate assembly, board of directors and management); note 6 (Remuneration) to 4.1 (consolidated financial statements of the Equinor Group); 5.1 (Shareholder information—Shares purchased by the issuer—Equinor’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 25 (Related parties) to 4.1 (Consolidated financial statements of the Equinor Group)

 

C. Interests of Experts and Counsel

N/A

Item 8.

Financial Information

 

 

A. Consolidated Statements and Other Financial Information

4.1 (Consolidated financial statements of the Equinor Group); 5.1 (Shareholder information); 5.3 (Legal proceedings)

 

B. Significant Changes

Note 27 (Subsequent events) to 4.1 (Consolidated financial statements of the Equinor Group)

Item 9.

The Offer and Listing

 

 

A. Offer and Listing Details

5.1 (Shareholder information)

 

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 (Implementation and reporting—Articles of association); 3.6 (General meeting of shareholders); 5.1 (Shareholder information); note 17 (Shareholders’ Equity and dividends) to 4.1 (Consolidated financial statements of the Equinor Group)

 

C. Material Contracts

2.5 (Marketing, Midstream & Processing (MMP))

 

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); notes 5 (Financial risk management) and 26 (Financial instruments: fair value measurement and sensitivity analysis of market risk) to 4.1 (Consolidated financial statements of the Equinor Group)

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

Exhibit 2.5 (Description of registered securities); 5.1 (Shareholder information—Equinor 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); note 27 (Condensed consolidated financial information related to guaranteed debt securities) to 4.1 (Consolidated financial statements of the Equinor Group)

Item 16A.

Audit Committee Financial Expert

3.9 (The work of the board of directors—Audit Committee)

Item 16B.

Code of Ethics

3.1 (Implementation and reporting —Code of Conduct)

Item 16C.

Principal Accountant Fees and Services

3.15 (External auditor)

Item 16D.

Exemptions from the Listing Standards for Audit Committees

3.1 (Implementation and reporting —Compliance with NYSE listing rules)

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchases

5.1 (Shareholder Information—Shares purchased by issuer)

Item 16F.

Changes in Registrant’s Certifying Accountant

N/A

Item 16G.

Corporate Governance

3.1 (Implementation and reporting—Compliance with NYSE listing rules)

Item 16H

Mine Safety Disclosure

N/A

Item 17.

Financial Statements

N/A

Item 18.

Financial Statements

4.1 (Consolidated financial statements of the Equinor Group)

 Equinor, Annual Report on Form 20-F 2019    275    


 

 



276   Equinor, Annual Report on Form 20-F 2019     


ARTICLES OF ASSOCIATION
for
Equinor ASA
(Effective from 15 May 2018)

Article 1

The company’s name is Equinor ASA. The company is a public limited company.

The object of Equinor 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. The corporate assembly shall elect a chair and deputy chair from and among its members. The corporate assembly shall hold at least 2 meetings annually.

Article 8

The annual general meeting shall be held each year by the end of June. Annual general meetings shall be held in the municipality of Stavanger or Oslo.

Article 9

Documents relating to matters to be dealt with by the company’s annual general meeting, including documents which by law shall be included in or attached to the notice of the annual general meeting, do not need to be sent to the shareholders if the documents are accessible on the company’s home pages. A shareholder may nevertheless request that documents, which relate to matters to be dealt with by the company’s annual general meeting, be sent to him/her.

The annual general meeting shall address and decide the following matters:

1. Adoption of the annual report and accounts, including the declaration of dividends.

2. Any other matters which are referred to the annual general meeting by statute law or the articles of association.

Shareholders are able to vote in writing, including through electronic communication, in a period before the general meeting. The board of directors can stipulate guidelines for such advance voting. It must be stated in the notice for the general meeting which guidelines have been set.

Article 10

The company shall be responsible for the marketing and sale of the state’s petroleum which is produced from the state’s direct financial interest (SDFI) on the Norwegian continental shelf, as well as for the marketing and sale of petroleum paid as royalty in accordance with the Petroleum Act of 29 November 1996 No 72. The annual general meeting of the company may by simple majority decide on further instructions concerning the marketing and sale.

Article 11

The duties of the nomination committee are to submit a recommendation to

1. the annual general meeting for the election of shareholder-elected members and deputy members of the corporate assembly and remuneration of members of the corporate assembly;

2. the annual general meeting for the election and remuneration of members of the nomination committee;

3. the corporate assembly for the election of shareholder-elected members of the board of directors and remuneration of the members of the board of directors; and

4. the corporate assembly for the election of the chair and the deputy chair of the corporate assembly.

The chair of the board of directors and the president and chief executive officer shall be invited, without having the right to vote, to attend at least one meeting of the nomination committee before it makes its final recommendation.

The nomination committee consists of four members who must be shareholders or representatives of shareholders and who shall be independent of the board of directors and the company's management. The members of the nomination committee, including the chair, shall be elected by the annual general meeting. The chair of the nomination committee and one other member shall be elected from among the shareholder-elected members of the corporate assembly. The members of the nomination committee are normally elected for a term of two years. Personal deputy members for one or more of the nomination committee’s members may be elected in accordance with the same criteria as described above. A deputy member only meets for the member if the appointment of that member terminates before the term of office has expired. If the appointment of a member of the nomination committee terminates before the term of office has expired, the election of a new member can be deferred until the next general meeting of shareholders. If that member has a personal deputy member, the deputy member will function as a member of the nomination committee until a new election has been held. If the appointment of the chair terminates before his/her term of office has expired, the committee elects from among its members a new chair to hold office until the next general meeting of shareholders.

The annual general meeting stipulates the remuneration to be paid to members of the nomination committee. The company will cover the costs of the nomination committee.

The general meeting may adopt instructions for the nomination committee.

 DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of 31 December 2019, Equinor ASA (“Equinor,” the “company,” “we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

American Depositary Shares

 

EQNR

 

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 (the “SEC”)


Capitalized terms used but not defined herein have the meanings given to them in our annual report on Form 20-F for the fiscal year ended 31 December 2019 (the “Annual Report”).

ORDINARY SHARES

General

This is a summary of material information relating to our share capital, including summaries of certain provisions of our articles of association and the applicable Norwegian law in effect at the date of the Annual Report, including the Norwegian Public Limited Companies Act. You should refer to the full text of our articles of association in English, which is filed as Exhibit 1 to the Annual Report and Form 20-F.


Share Capital

As at 31 December 2019, our authorised share capital was NOK 8,346,653,047.50, divided into 3,338,661,219 million ordinary shares, with a nominal value of NOK 2.50 per ordinary share. The ordinary shares are in registered form.  As at 31 December 2019, 3,305,008,097 ordinary shares were issued and outstanding (excluding repurchased shares).

We have 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 the annual general meeting of the company.

Authorisation to Acquire Our Own Shares

The annual general meeting authorised on 15 May 2019, the board of directors to acquire Equinor ASA shares in the market, on behalf of the company, with a nominal value of up to NOK 187,500,000. The board of directors is authorised to decide at what price within minimum and maximum prices per share of NOK 50 and NOK 500, respectively, and at what time such acquisition shall take place. Shares acquired pursuant to this authorisation can only be used for annulment through a reduction of the company’s share capital, pursuant to the Norwegian Public Limited Liability Companies Act section 12-1.


Further, on 15 May 2019, the annual general meeting authorised the board of directors to acquire Equinor ASA shares in the market, on behalf of the company, with a nominal value of up to NOK 35,000,000 to continue operation of the share savings plan for employees. The board of directors is authorised to decide the price within minimum and maximum prices per share of NOK 50 and NOK 500, respectively, and the time of such acquisition. Shares acquired pursuant to this authorisation may only be used for sale and transfer to employees of the Equinor group as a part of the group’s share savings plan, as approved by the board of directors.

Both the authorisations are valid until the next annual general meeting, but not beyond 30 June 2020.

General Meetings

In accordance with Norwegian law, our annual general meeting of shareholders is required to be held each year on or prior to June 30. The meeting addresses and decides adoption of the annual report and accounts, including the distribution of any dividend and any other matters required by law or the articles of association.

Norwegian law requires that written notice of general meetings be sent to all shareholders whose addresses are known at least two weeks prior to the date of the meeting. A shareholder may vote at the general meeting either in person or by proxy. Although Norwegian law does not require us to send proxy forms to our shareholders for general meetings, we plan to continue to include a proxy form with future notices of general meetings.

Shareholders may vote in writing, including through electronic communication, during a specified period before the general meeting. In order to allow advance voting, the board of directors must stipulate applicable guidelines. Our 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.

In addition to the annual general meeting, extraordinary general meetings of shareholders may be held if deemed necessary by the board of directors, the corporate assembly or the Chairman of the corporate assembly. An extraordinary general meeting must also be convened for the consideration of specific matters at the written request of our auditors or of shareholders representing a total of at least 5% of the outstanding share capital.

Voting Rights

All of our ordinary shares carry equal right to vote at general meetings. Except as otherwise provided, decisions which shareholders are entitled to make pursuant to Norwegian law or our articles of association may be made by a simple majority of the votes cast. In the case of elections, the persons who obtain the most votes cast are deemed elected. However, certain decisions, including resolutions to waive preferential rights in connection with any share issue, to approve a merger or demerger, to amend our articles of association or to authorise an increase or reduction in our share capital, must receive 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 a shareholders’ meeting.

In general, in order to be entitled to vote, a shareholder must be registered as the owner of shares in the share register kept by the Norwegian Central Securities Depository, referred to as the VPS System (described below), or, alternatively, report and show evidence of its share acquisition to us prior to the general meeting.

Beneficial owners of shares which are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor are any persons who are designated in the register as holding such shares as nominees. The beneficial owners of American Depositary Shares (“ADS”) are therefore only able to vote at meetings by surrendering their ADSs, withdrawing their ordinary shares from the ADR depositary and registering their ownership of such ordinary shares directly in our share register in the VPS System. Alternatively, the ADS holder may instruct the ADR depositary to vote the ordinary shares underlying the ADSs on behalf of the holder, provided that the ADS holder instructs the ADR depositary to execute a temporary transfer of the underlying ordinary shares in the VPS System to the beneficial owner. Similarly, beneficial owners of ordinary shares registered through other VPS-registered nominees may not be able to vote their shares unless their ownership is reregistered in the name of the beneficial owner prior to the relevant shareholders’ meeting.

The VPS System and Transfer of Shares

The Norwegian Verdipapirsentralen (Central Securities Depositary), or VPS, is Norway’s paperless centralized securities registry. It is a computerized bookkeeping system that is operated by an independent body in which the ownership of, and all transactions relating to, Norwegian listed shares must be recorded. Our share register is operated through the VPS System.

All transactions relating to securities registered with the VPS System are made through computerized book entries. No physical share certificates are or can be issued. The VPS System confirms each entry by sending a transcript to the registered shareholder regardless of beneficial ownership. To effect these entries, the individual shareholder must establish a securities’ account with a Norwegian account agent. Norwegian banks, the Central Bank of Norway, authorised investment firms in Norway, and Norwegian branches of credit institutions established within the European Economic Area are allowed to act as account agents.

The entry of a transaction in the VPS System is prima facie evidence in determining the legal rights of parties as against the issuing company or a third party claiming an interest in the subject security.

The VPS System is liable for any loss suffered as a result of faulty registration or an amendment to, or deletion of, rights in respect of registered securities unless the error is caused by matters outside the VPS’ control, the consequences of which the VPS could not reasonably be expected to avoid or overcome. Damages payable by the VPS may, however, be reduced in the event of contributory negligence by the aggrieved party. A transferee or assignee of shares may not exercise the rights of a shareholder with respect to his or her shares unless that transferee or assignee has registered his or her shareholding or has reported and shown evidence of such share acquisition and the acquisition of such shares is not prevented by law, our articles of association or otherwise.

Amendments to our Articles of Association, including Variation of Rights

The affirmative vote of at least two-thirds of the votes cast and of the share capital represented at the general meeting is required to amend our articles of association. Any amendment, or other resolution, which would reduce any shareholder’s right in respect of dividend payments or other rights to our assets or restrict the transferability of shares requires a majority vote of at least 90% of the aggregate share capital represented in a general meeting, as well as the majority required for the amendment of the articles of association. Because the Norwegian State, acting through the Norwegian Minister of Petroleum and Energy, holds more than two-thirds of the shares in the company, it currently practically has the sole power to amend our articles of association.

Certain types of changes in the rights of our shareholders require the consent of all affected shareholders. If such resolutions only affect some of the shareholders, the resolutions require the support of all affected shareholders, as well as the majority required for the amendment of the articles of association.

Additional Issuances and Preferential Rights

If we issue any new shares, including bonus share issues, our articles of association must be amended, which requires the same vote as other amendments to our articles of association. In addition, under Norwegian law, our shareholders have a preferential right to subscribe to issues of new shares by us. The preferential rights to subscribe to an issue may be waived by a resolution in a general meeting passed by the same percentage threshold required to approve amendments to our articles of association.

The general meeting may, with a majority vote as described above, authorise the board of directors to issue new shares, and to waive the preferential rights of shareholders in connection with such issuances. 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 is registered in the Norwegian Register of Business Enterprises.

The issuance of shares to holders who are citizens or residents of the United States upon the exercise of preferential rights may require us to file a registration statement in the United States under United States securities laws. If we decide not to file a registration statement, these holders may not be able to exercise their preferential rights.

Under Norwegian law, bonus share issues may be distributed, subject to shareholder approval, by transfer from our distributable equity. Any bonus issues may be effected either by issuing shares or by increasing the par value of the shares outstanding.

Minority Rights

Norwegian law contains a number of protections for minority shareholders against oppression by the majority including but not limited to those described in this paragraph Any shareholder may petition the courts to have a decision of the general meeting declared invalid on the grounds that it was unlawfully adopted or is otherwise in conflict with statute or the articles of association of the company. In certain grave circumstances shareholders may require the courts to dissolve the company as a result of such a decision. A shareholder may also demand a dissolution if any of the company’s bodies has adopted a decision which is suited to give certain shareholders or others an unreasonable benefit at the expense of other shareholders or the company. Minority shareholders holding 5% or more of our share capital have a right to demand that we hold an extraordinary general meeting to discuss or resolve specific matters. In addition, any shareholder may demand that we place an item on the agenda for any shareholders’ meeting if we are notified in time for such item to be included in the notice of the meeting.

Mandatory Bid Requirement

Norwegian law requires any party that acquires more than one-third of the voting rights of a Norwegian company listed on a Norwegian regulated market, such as the Oslo Stock Exchange (“OSE”), to make, within four weeks of such acquisition, an unconditional general offer to acquire the remaining shares in that company. The mandatory bid obligation ceases to apply if the person subject to the obligation disposes of the portion of shares exceeding the mandatory bid threshold within such four week period. The party must immediately notify the stock exchange and the company when it enters into an agreement to acquire shares that will trigger the duty to make a mandatory offer. Until a bid is made, or a sale is effective, the relevant party cannot vote the portion of its shares which exceeds the mandatory bid threshold or exercise any rights of share ownership in respect of such shares, other than the right to receive dividends and preferential rights in the event of a share capital increase.

The offer is subject to approval by the takeover supervisory authority before submission of the offer to the shareholders. The offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered. The bid price shall be at least as high as the highest payment the offeror has made or agreed to make  in the six-month prior to the time the mandatory bid obligation was triggered, but equal to the market price if it is clear that the market price was higher at the point the mandatory bid obligation was triggered. The period for acceptance of the bid must be within four and six weeks.

A shareholder that fails to make a bid within the four week period may not, as long as the mandatory bid requirement applies and unless the remaining shareholders so approve, exercise rights of share ownership with respect to all its shares other than the right to receive dividends and preferential rights in the event of a share capital increase.  In addition, the takeover supervisory authority may impose a daily fine upon a shareholder who fails to make the required offer. If no bid is made, and the period allowed for sale is exceeded, the takeover supervisory authority may sell the shares under the rules governing forced sales.

Compulsory Acquisition

A shareholder who, directly or via subsidiaries, acquires shares representing more than 90% of the total number of issued shares, as well as more than 90% of the total voting rights, has the right to effect a compulsory acquisition for cash of any shares not already owned by the majority shareholder (and each remaining minority shareholder of that company would have the right to require the majority shareholder). A compulsory acquisition has the effect that the majority shareholder becomes the owner of the shares of the minority shareholders with immediate effect.

A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share. The determination of the offer price is at the discretion of the majority shareholder. Should any minority shareholder not accept the offered price, such minority shareholder must notify the majority shareholder within a specified period of not less than two months. If the parties do not come to an agreement on the offer price, each party can request that the price be set by the Norwegian courts. The cost of such court procedure would normally be charged to the account of the majority shareholder, and the courts would have full discretion in determining the consideration due to the minority shareholder as a result of the compulsory acquisition on the basis of the true value of the company.

Our Directors and Corporate Assembly

We have a corporate assembly comprising 18 members. At the general meeting of shareholders, two-thirds of the members of the corporate assembly are normally elected for a term of two years, together with deputy members, while the remaining one-third, together with deputy members, are elected by and from among our employees. There is no quorum requirement, and nominees who receive the most votes are elected. Any shareholder at the meeting may place nominations before the meeting.

We have a nomination committee that makes recommendations to the general meeting regarding the election of shareholder-elected members of the corporate assembly and their deputies. The committee consists of four members who must be shareholders or representatives of shareholders and who must be independent of the board of directors and the company’s management. The members of the nomination committee, including the chair, are elected by the annual general meeting. The chair of the committee and one other member are elected among the shareholder-elected members of the corporate assembly. Each member is elected for a two-year term. A member of the corporate assembly (other than a member elected by employees) may be removed by the shareholders at any time without cause.

Our articles of association provide that the board of directors consists of nine to 11 directors. Our directors are elected to the board of directors for a period of up to two years and may be removed from office by our corporate assembly. If requested by at least one third of the members of the corporate assembly, up to one-third of the directors must be employee representatives. Our nomination committee makes recommendations to the corporate assembly regarding the election of shareholder-elected directors of the board and their deputies (if any). Half of the corporate assembly members elected by the employees may demand that the members of the board of directors be elected by the shareholder-elected members of the corporate assembly and the employee-elected members of the corporate assembly, each voting as a separate group. A director (other than a director elected directly by the employee members) may be removed at any time by the corporate assembly without cause.

The corporate assembly makes decisions by majority vote, and more than half must be present for a quorum. If votes are tied, the chairman of the meeting casts the deciding vote.

Payment of Dividends

We announce dividends on a quarterly basis. The board of directors approves first to third quarter interim dividends based on an authorisation from the general meeting, while the annual general meeting approves the fourth quarter (and total annual) dividend based on a proposal from the board. When deciding the interim dividends and recommending the total annual dividend level, the board of directors will take into consideration expected cash flow, capital expenditure plans, financing requirements and appropriate financial flexibility. In addition to cash dividends, Equinor might buy back shares as part of the distribution of capital to the shareholders.

The shareholders at the annual general meeting may vote to reduce, but may not increase, the dividend proposed by the board of directors. Equinor announces dividend payments in connection with quarterly results. Payment of quarterly dividends is expected to take place approximately four months after the announcement of each quarterly dividend.

Equinor declares dividends in USD. Dividends in NOK per share will be calculated and communicated four business days after record date for shareholders at Oslo Børs.

Rights of Redemption and Repurchase of Shares

Our articles of association do not authorise the redemption of shares. In the absence of authorisation, the redemption of shares may still be decided by a general meeting of shareholders by a two-thirds majority under certain conditions. However, the 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 an authorisation to do so has been given by a general meeting with the approval of at least two-thirds of the aggregate number of votes cast as well as two­thirds of the share capital represented at the meeting. The aggregate par value of treasury shares held by the company must not exceed 10% of the company’s share capital and treasury shares may only be acquired if the company’s distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorisation by the general meeting cannot be given for a period exceeding two years. See “—Authorisation to Acquire Our Own Shares” above.

Shareholders’ Votes on Certain Reorganizations

A decision to merge with another company or to demerge requires a resolution of our shareholders at a general meeting passed by a two-thirds majority of the aggregate votes cast as well as two-thirds of the aggregate share capital represented at the general meeting. A merger plan or demerger plan signed by the board of directors along with certain other required documentation would have to be sent to all shareholders at least one month prior to the shareholders’ meeting.

The general meeting must approve any material agreement between Equinor and a related party. A material agreement comprises agreements under which the fair value of the company’s obligations exceed 2.5% of Equinor’s total equity and liabilities, as presented on its last approved annual financial statement. In voting on whether to grant such approval, voting rights cannot be exercised in respect of shares held by the related party or by another enterprise in the same company group. The general meeting’s approval is not required for agreements concluded with a wholly owned subsidiary or in the ordinary course of business entered into on customary business terms and principles. Additional exceptions follow from the Norwegian Public Limited Companies Act.  

Liability of Directors

Our directors, the Chief Executive Officer and the members of the corporate assembly owe a fiduciary duty to the company and its shareholders. Their fiduciary duty requires that they act in our best interests when exercising their functions and exercise a general duty of loyalty and care toward us. Their principal task is to safeguard the interests of the company.

Our directors, the Chief Executive Officer and the members of the corporate assembly can each be held liable for any damage they negligently or willfully cause us. Norwegian law permits the general meeting to exempt any such person from liability, but the exemption is not binding if substantially correct and complete information was not provided at the general meeting when the decision was taken. If a resolution to grant such exemption from liability or to not pursue claims against such a person has been passed by a general meeting with a smaller majority than that required to amend our articles of association, shareholders representing more than 10% of the share capital or (if there are more than 100 shareholders) more than 10% of the number of shareholders may pursue the claim on our behalf and in our name. The cost of any such action is not our responsibility, but can be recovered by any proceeds we receive as a result of the action. If the decision to grant exemption from liability or to not pursue claims is made by such a majority as is necessary to amend the articles of association, the minority shareholders cannot pursue the claim in our name.

Indemnification of Directors and Officers

Neither Norwegian law nor our articles of association contain any provision concerning indemnification by us of our board of directors.

Distribution of Assets on Liquidation

Under Norwegian law, a company may be wound-up by a resolution of the company’s shareholders in a general meeting passed by both a two-thirds majority of the aggregate votes cast and two-thirds of the aggregate share capital represented at the meeting. The shares rank equal in the event of a return on capital by the company upon a winding-up or otherwise.
Exchange Controls and Other Limitations Affecting Shareholders of a Norwegian Company
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. Transferring banks are required to submit reports on foreign currency exchange transactions into and out of Norway into a central data register maintained by the Norwegian customs and excise authorities. The Norwegian police, tax authorities, customs and excise authorities, the National Insurance Administration and the Norwegian FSA have electronic access to the data in this register.

There are no restrictions affecting the rights of non-Norwegian residents or foreign owners to hold or vote for our shares.


AMERICAN DEPOSITARY SHARES

This section summarizes certain material provisions of the Amended and Restated Deposit Agreement, dated as of 4 February 2019, among Equinor ASA, JPMorgan Chase Bank, N.A., as depositary, and the holders from time to time of American Depositary Receipts (“ADRs”). We refer to this agreement as the “deposit agreement.” We do not, however, describe every aspect of the deposit agreement, which has been filed as an exhibit to our registration statement on Form F-6, filed on 14 January 2019. You should read the deposit agreement for a more detailed description of the terms of the ADRs. Additional copies of the deposit agreement are available for inspection at the principal office of the depositary in New York, which is presently located at 383 Madison Avenue, Floor 11, New York, New York, 10179.

American Depositary Receipts

The depositary issued ADRs evidencing American depositary shares pursuant to the deposit agreement. Each ADS represents one ordinary share. Only persons in whose names ADRs are registered on the books of the depositary will be treated by the depositary and us as holders of ADRs.  Unless certificated ADRs are specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.

You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described herein. You should consult with your broker or financial institution to find out what those procedures are.

Pursuant to the terms of the deposit agreement, registered holders of ADRs and all persons holding any interest in ADRs and/or ADSs will be subject to any applicable disclosure requirements regarding acquisition and ownership of, or interests in, ordinary shares as are applicable pursuant to the terms of our articles of association or other provisions of or governing the ordinary shares. In order to enforce such disclosure requirements, we reserve the right to instruct ADR holders to deliver their ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal directly with the holder thereof as a holder of ordinary shares, and, by being a holder of an ADR, ADR holders are contractually agreeing to comply with such instructions.  The depositary has agreed, subject to the terms and conditions of the deposit agreement, to cooperate with Equinor in its efforts to inform ADR holders of any exercise by us of our rights to instruct ADR holders to deliver their ADSs for cancellation, and to consult with and provide us with reasonable assistance without risk, liability or expense on the part of the depositary, on the manner or manners in which we may enforce such rights with respect to any ADR holder.

The depositary will keep, at its transfer office, (i) a register for the registration, registration of transfer, combination and split-up of ADRs, which at all reasonable times will be open for inspection by holders of ADRs and us for the purpose of communicating with holders in the interest of our business or a matter relating to the deposit agreement and (ii) facilities for the delivery and receipt of ADRs.

Deposit, Transfer and Withdrawal

The depositary has agreed that upon delivery of our ordinary shares (or rights to receive our ordinary shares from us or any registrar, transfer agent, clearing agency or other entity recording ordinary share ownership or transactions for us) to their custodian, which is currently Nordea Bank Norge ASA, and in accordance with the procedures set forth in the deposit agreement, the depositary will issue ADRs for delivery at its designated transfer office.

Upon surrender at the office of the depositary of an ADR for the purpose of withdrawal of the deposited securities represented by the ADSs evidenced by such ADR, and upon payment of the fees, governmental charges and taxes provided in the deposit agreement, and subject to the terms and conditions of the deposit agreement, the holder of such ADR will be entitled to delivery to such holder or upon such holder’s order, as permitted by applicable law, of the amount of deposited securities at the time represented by the ADS evidenced by such ADR. The custodian will ordinarily deliver such deposited securities at or from its office. The forwarding of deposited securities for delivery at any other place specified by the holder will be at the risk and expense of the holder.

Dividends, Other Distributions and Rights

To the extent practicable, the depositary will distribute to you, in proportion to the number of ADSs you hold, any U.S. dollars available to the depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution that it receives in respect of the deposited securities. Such a distribution will be subject to (i) appropriate adjustments for taxes withheld, (ii) the impermissibility or impracticability of such distribution with respect to certain holders and (iii) the deduction of the depositary and/or its agents’ fees and expenses in (1) converting any foreign currency to U.S. dollars by sale or in such other manner as the depositary may determine, to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine, to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. To the extent that the depositary determines in its discretion that any distribution under the terms of the deposit agreement is not practicable with respect to any holder, the depositary may make such distribution as it so deems practicable, including the distribution of foreign currency, securities or property (or appropriate documents evidencing the right to receive foreign currency, securities or property) or the retention thereof as deposited securities with respect to such holder’s ADRs (without liability for interest thereon or the investment thereof). See “Ordinary Shares—Payment of Dividends” above.

If any distribution on deposited securities consists of a dividend in, or free distribution of, ordinary shares, the depositary will, to the extent practicable, distribute to you, in proportion to the number of ADSs you hold, additional ADRs evidencing an aggregate number of ADSs that represents the amount of ordinary shares received as such dividend or free distribution. In lieu of delivering ADRs for fractional ADSs in the event of any such dividend or free distribution, the depositary shall sell the number of ordinary shares represented by the aggregate of such fractions and distribute the net proceeds to holders entitled thereto.

If we offer or cause to be offered to holders of deposited securities any rights to subscribe for additional shares or rights of any nature, the depositary will to the extent practicable distribute warrants or other instruments, in its discretion, representing  rights to acquire additional ADRs in respect of any rights that have been made available to the depositary as a result of a distribution on deposited securities, to the extent that we timely furnish to the depositary evidence satisfactory to the depositary that the depositary may lawfully distribute the same. We have no obligation to furnish such evidence, and to the extent that we do not furnish such evidence and the sales of rights are practicable, the depositary will distribute any U.S. dollars available to the depositary from the net proceeds of sales of rights, as in the case of cash, or, to the extent that we do not furnish such evidence and such sales cannot practicably be accomplished by reason of the non-transferability of the rights, limited markets therefor, their short duration, or otherwise, the depositary will distribute nothing (and any rights may lapse).

The depositary will not offer rights to holders having an address in the U.S. unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) with respect to a distribution to all holders or are registered under the provisions of the Securities Act. Notwithstanding any terms of the deposit agreement to the contrary, we shall have no obligation to prepare and file a registration statement in respect of any such rights.

Whenever the depositary shall receive any distribution other than cash, ordinary shares or rights in respect of the deposited securities, the depositary will to the extent practicable distribute securities or property available to the depositary resulting from such distribution to the holders entitled thereto by any means that the depositary may deem equitable and practicable, or, to the extent that the depositary deems distribution of such securities or property to not be equitable and practicable, any U.S. dollars available to the depositary from the net proceeds of sales of such securities or property, as in the case of cash.

Whenever we intend to distribute a dividend payable at the election of the holders of ordinary shares in cash or in additional shares, we shall give notice thereof to the depositary at least 30 days prior to the proposed distribution stating whether or not we wish such elective distribution to be made available to ADR holders.  Upon receipt of notice indicating that we wish such elective distribution to be made available to ADR holders, the depositary shall consult with us to determine, and we shall assist the depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the ADR holders.  The depositary shall make such elective distribution available to ADR holders only if (i) we shall have timely requested that the elective distribution is available to ADR holders, (ii) the depositary shall have determined that such distribution is reasonably practicable and (iii) the depositary shall have received satisfactory documentation within the terms of the deposit agreement including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the depositary in its reasonable discretion may request, at our expense.  If the above conditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders, on the basis of the same determination as is made in the local market in respect of the ordinary shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional ordinary shares. If the above conditions are satisfied, the depositary shall establish a record date and establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additional ADSs.  We shall assist the depositary in establishing such procedures to the extent necessary.  Nothing herein shall obligate the depositary to make available to ADR holders a method to receive the elective dividend in ordinary shares (rather than ADSs).  There can be no assurance that ADR holders generally, or any holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares.

If the depositary determines that any distribution of property other than cash (including ordinary shares or rights) on deposited securities is subject to any tax which the depositary or the custodian is obligated to withhold, the depositary may dispose of all or a portion of such property in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes, by public or private sale, and the depositary will distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders entitled thereto.

Changes Affecting Deposited Securities

Pursuant to the terms of the deposit agreement, the depositary may, in its discretion, and will if we so reasonably request, amend the ADRs or distribute additional or amended ADRs (with or without calling for the exchange of any ADRs) or cash, securities or property on the record date set by the depositary therefor to reflect any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities, any share distribution or any distribution other than cash, ordinary shares or rights, which in each case is not distributed to holders or any cash, securities or property available to the depositary in respect of the deposited securities from (and the depositary is authorised to surrender any deposited securities to any person and, irrespective of whether such deposited securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise, to sell by public or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, and to the extent that the depositary does not so amend the ADRs or make a distribution to holders to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities or property results from any of the foregoing shall constitute deposited securities and each ADS evidenced by an ADR shall automatically represent its pro rata interest in the deposited securities as then constituted.  Promptly upon the occurrence of any of the aforementioned changes affecting deposited securities, we shall notify the  depositary in writing of such occurrence and as soon as practicable after receipt of such notice, may instruct the depositary to give notice thereof, at our expense, to holders in accordance with the provisions of the deposit agreement. Upon receipt of such instruction, the depositary shall give notice to the holders in accordance with the terms of the deposit agreement, as soon as reasonably practicable.

Record Dates

The depositary may, after consultation with us if practicable, fix a record date (which, to the extent applicable, shall be as near as practicable to any corresponding record date set by us) for the determination of the holders who shall be responsible for the fee assessed by the depositary for administration of the ADR program and for any expenses provided in the deposit agreement as well as for the determination of the holders who shall be entitled to receive any distribution on or in respect of deposited securities, to give instructions for the exercise of any voting rights, to receive any notice or to act in respect of other matters and only such holders shall be so entitled or obligated.

Voting of Deposited Securities

Subject to the following sentence, as soon as practicable after receipt of notice of any meetings at which the holders of ordinary shares are entitled to vote, or of solicitation of consents or proxies from holders of ordinary shares or other deposited securities, the depositary shall fix the ADS record date in accordance with the deposit agreement in respect of such meeting or solicitation of consent or proxy. The depositary shall, if we request in writing in a timely manner (the depositary having no obligation to take any further action if the request shall not have been received by the depositary at least 30 days prior to the date of such vote or meeting) and at our expense and provided no legal prohibitions exist, distribute to holders a notice stating:

(i) such information as is contained in such notice and any solicitation materials;

(ii) that each holder on the record date set by the depositary therefor will, subject to any applicable provisions of Norwegian law, be entitled to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities represented by the ADSs evidenced by such holder’s ADRs; and

(iii) the manner in which such instructions may be given, including without limitation, any requirements that ADSs be blocked for a specified period of time leading up to and including the date of such meeting or solicitation and/or ordinary shares represented by ADSs for which instructions are provided be registered on the books of Equinor in the name of the instructing holder.

Upon actual receipt by the ADR department of the depositary of instructions of a holder on such record date in the manner and on or before the time established by the depositary for such purpose and timely compliance by the ADR holder with any requirements notified by the depositary, the depositary shall endeavor, insofar as practicable and permitted under the provisions of, or governing, deposited securities, to vote or cause to be voted the deposited securities represented by such holder’s ADRs in accordance with such instructions. The depositary will not itself exercise any voting discretion in respect of any deposited securities. There is no guarantee that holders generally or any holder in particular will receive the notice described above with sufficient time to comply with the voting requirements set forth in the notice referenced above or to enable such holder to return any voting instructions to the depositary in a timely manner. 

Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to holders of ADRs a notice that provides such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

ADR holders are strongly encouraged to forward their voting instructions as soon as possible.  Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by the depositary prior to such time. 

The depositary and its agents may rely and shall be protected in acting upon the opinion(s) of our counsels with respect to all matters relating to voting under Norwegian Law, rule and/or regulation.

Reports and Other Communications

We have delivered to the depositary, the custodian and any transfer office, on the SEC’s website, or upon request from the depositary (which request may be refused by the depositary at its discretion), a copy of all provisions of or governing the ordinary shares and any other deposited securities issued by us or any of our affiliates and, promptly upon any change thereto, we will deliver to the depositary, the custodian and any transfer office, a copy (in English or with an English translation) of such provisions as so changed.

Amendment and Termination of the Deposit Agreement

Subject to the provisions of the deposit agreement, the ADRs and the deposit agreement may at any time be amended by us and the depositary without your consent; provided that any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which otherwise prejudices any substantial existing right of yours, will take effect 30 days after notice of any such amendment has been given to ADR holders. Every holder of an ADR at the time any amendment to the deposit agreement so becomes effective will be deemed by continuing to hold such ADRs to consent and agree to such amendment and to be bound by the deposit agreement as amended thereby. In no event may any amendment impair the right of any holder of ADRs to surrender such ADRs and receive the deposited securities represented thereby, except in order to comply with mandatory provisions of applicable law.

Any amendments or supplements which (i) are reasonably necessary (as agreed by us and the depositary) in order for (a) the ADSs to be registered under the Securities Act or (b) the ADSs or our ordinary shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by holders of ADRs, shall be deemed not to prejudice any substantial rights of such holders. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the form of ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the deposit agreement in such circumstances may become effective before a notice of such amendment or supplement is given to holders of ADRs or within any other period of time as required for compliance. Notice of any amendment to the deposit agreement or form of ADR shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the holders identifies a means for holders to retrieve or receive the text of such amendment (i.e., upon retrieval from the SEC’s, the depositary’s or our website or upon request from the depositary).

The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to the ADR holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary, notice of such termination by the depositary shall not be provided to ADR holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation, or (ii) been removed as depositary, notice of such termination by the depositary shall not be provided to ADR holders unless a successor depositary shall not be operating under the deposit agreement on the 60th day after our notice of removal was first provided to the depositary. Notwithstanding anything to the contrary set forth in the deposit agreement, the depositary may terminate the deposit agreement without notice to us, but subject to giving 30 days’ notice to the ADR holders, under the following circumstances: (i) in the event of the our bankruptcy or insolvency, (ii) if the ordinary shares cease to be listed on an internationally recognized stock exchange, (iii) if we effect (or will effect) a redemption of all or substantially all of the deposited securities, or a cash or share distribution representing a return of all or substantially all of the value of the deposited securities, or (iv) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of deposited securities.

After the date so fixed for termination, the depositary and its agents will perform no further acts under the deposit agreement and the ADRs, except to receive and hold (or sell) distributions on deposited securities and deliver deposited securities being withdrawn.  As soon as practicable after the date so fixed for termination, the depositary shall use its reasonable efforts to sell the deposited securities and shall thereafter (as long as it may lawfully do so) hold in an account (which may be segregated or unsegregated account) the net proceeds of such sales, together with any other cash then held by it under the deposit agreement, without liability for interest, in trust for the pro rata benefit of the holders of ADRs not theretofore surrendered.  After making such sale, the depositary shall be discharged from all obligations in respect of the deposit agreement and the ADRs, except to account for such net proceeds and other cash.  After the date so fixed for termination, we shall be discharged from all obligations under the deposit agreement except for our obligations to the depositary and its agents.

In the event that the depositary resigns, is removed or is otherwise substituted, and a successor thereto is appointed, the successor depositary will promptly mail you notice of such appointment.

Liability of Holder for Taxes

If any tax or other governmental charges (including any penalties and/or interest) become payable by the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon, such tax or other governmental charge will be paid by the holder thereof to the depositary and by holding or having held an ADR the holder and all prior holders, jointly and severally, agree to indemnify, defend and hold harmless each of the depositary and its agents in respect thereof. The depositary may refuse to effect any registration, registration of transfer or any split-up or combination of such ADR or any withdrawal of deposited securities underlying such ADR until such payment is made. The depositary may also deduct from any dividends or other distributions or may sell by public or private sale for your account any part or all of the deposited securities underlying such ADR and may apply such dividends, distributions or the proceeds of any such sale to pay any such tax or other governmental charges, and the holder of such ADR shall remain liable for any deficiency, and the depositary shall reduce the number of ADSs evidenced thereby to reflect any such sales of shares. In connection with any distribution to holders, we will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by us; and the depositary and the custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the depositary or the custodian.  If the depositary determines that any distribution in property other than cash (including shares or rights) on deposited securities is subject to any tax that the depositary or the custodian is obligated to withhold, the depositary may dispose of all or a portion of such property in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes, by public or private sale, and the depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders entitled thereto. Each holder of an ADR or an interest therein agrees to indemnify the depositary, us, the custodian and any of their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained, which obligations shall survive any transfer or surrender of ADSs or the termination of the deposit agreement.

Transfer of American Depositary Receipts

The ADRs are transferable on the books of the depositary, provided that the depositary may close the transfer books or any portion thereof at any time or from time to time when deemed expedient by it, and may also close the issuance book portion of the transfer books when reasonably requested by us solely in order to enable us to comply with applicable law. As a condition precedent to the issue, registration, registration of transfer, split-up or combination of any ADR, the delivery of any distribution thereon, or withdrawal of any deposited securities, the depositary, we or the custodian may require (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to ordinary shares being deposited or withdrawn) and payment of any applicable fees payable by the holders of ADRs under the deposit agreement,  (ii) proof of the identity of any signatory and genuineness of any signature, (iii) information as to citizenship or residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing the deposited securities and terms of the deposit agreement and the ADR or other information as it may deem necessary or proper, and (iv) compliance with such regulations as the depositary may establish consistent with the deposit agreement. The issuance, transfer, combination or split-up of ADRs or the withdrawal of deposited securities may be suspended, generally or in particular instances, during any period when the transfer books of the depositary or the books of Equinor or its agent for the registration and transfer of ordinary shares are closed or if any such action is deemed advisable by the depositary.

Limitations on Liability

Neither the depositary nor we nor any of our respective directors, officers, employees, agents or affiliates will be liable to you if by reason of any provision of any present or future law, rule, regulation, fiat, order or decree of the United States, the Kingdom of Norway or any other country or jurisdiction, or of any other governmental or regulatory authority or securities exchange or market or automated quotation system, or by reason of any provision of or governing any deposited securities or any provision of our charter, or by reason of any act of God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or circumstance beyond any such party’s direct and immediate control, the depositary, we or any of our respective directors, employees, agents or affiliates shall be prevented or delayed in performing, or shall be subject to any civil or criminal penalty in connection with, any act which by the terms of the deposit agreement or the ADRs it is provided shall be done or performed by it or them (including, without limitation, voting pursuant to the terms of the ADRs); nor will the depositary, we or any of our respective directors, employees, agents or affiliates incur any liability to you by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or of any exercise of, or failure to exercise, any discretion provided for under the deposit agreement or any ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable), or for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit, any ADR holder, or any other person believed by it to be competent to give such advice or information.

Neither we nor the depositary nor any of our respective directors, officers, employees, agents or affiliates assume any obligation or be subject to any liability except to perform its obligations to the extent they are specifically provided under the deposit agreement or the ADRs without gross negligence or willful misconduct. We, the depositary and its agents and may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed to be genuine and to have been signed, presented or given by the proper party or parties.

The depositary and its agents have no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, and we and our agents have no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, unless indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required.

The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system, and shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act, nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.  The depositary shall be under no obligation to inform registered holders of ADRs or any other holders of an interest in any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of any country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The depositary may rely upon instructions from us or our counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary and its agents may own and deal in any class of our securities and securities or our affiliates and in ADRs. Notwithstanding anything else contained in the deposit agreement or any prior deposit agreement, the depositary shall have no liability or responsibility under the deposit agreement, any ADR or any related agreement, for any period prior to the effective date of the deposit agreement or for any act or omission of the predecessor to the depositary or any of its agents (including the custodian as defined in the prior deposit agreement), under or in connection with this deposit agreement, any ADRs or any related agreement. Notwithstanding anything to the contrary set forth in the deposit agreement or an ADR, the depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any ADR holder or holders, any ADR or ADRs or otherwise related thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. 

None of us, the depositary or the custodian shall be liable for the failure by any registered holder or beneficial owner of ADRs to obtain the benefits of credits or refunds of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability. Neither we nor the depositary shall incur any liability for any tax or tax consequences that may be incurred by registered holders or beneficial owners of ADRs on account of their ownership or disposition  of the ADRs or ADSs. 

The depositary shall not incur any liability for the content of any information submitted to it by or on our behalf for distribution to the ADR holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from us.  Notwithstanding anything set forth in the deposit agreement to the contrary, the depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the deposit agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary, unless a liability is directly caused by the previous gross negligence or willful misconduct of the depositary or its directors, officers, employees, agents or affiliates acting in their capacities as such under the deposit agreement.

Neither we nor the depositary nor any of our respective agents shall be liable to registered holders of ADRs or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

The depositary shall not be responsible for, and shall incur no liability in connection with or arising from any act or omission to act on the part of the custodian except to the extent that any holder has incurred liability directly as a result of the custodian having (a) committed fraud or willful misconduct in the provision of custodial services to the depositary or (b) failed to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located. As long as we or one of our affiliates is serving as the custodian with respect to the deposit agreement we shall be solely liable for each and any act or failure to act on the part of the custodian.

No provision of the deposit agreement or any ADR is intended to constitute a waiver or limitation of any rights which an ADR holder or any person or entity having a beneficial ownership interest in any ADSs may have under the Securities Act or the Securities Exchange Act of 1934, to the extent applicable.

Governing Law, Submission to Jurisdiction and Waiver of Right to Trial by Jury

The deposit agreement is governed by and construed in accordance with the laws of the State of New York.

We have irrevocably agreed that any legal suit, action or proceeding against us brought by the depositary or any holder, arising out of or based upon the deposit agreement or the transactions contemplated thereby, may be instituted in any state or federal court in New York, New York, and irrevocably waive any objection which we may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. We have also irrevocably agreed that any legal suit, action or proceeding against the depositary brought by us, arising out of or based upon the deposit agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York.

Each holder or beneficial owner of ADSs and each holder of interests therein, has irrevocably agreed that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based on the deposit agreement, the ADSs, or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and each such party has irrevocably waived any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Each party to the deposit agreement, including each holder and beneficial owner and/or holder of interests in ADRs, irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directly or indirectly arising out of or relating to the ordinary shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof, whether based on contract, tort, common law or any other theory.

Appointment

In the deposit agreement, each registered holder of ADRs and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement shall be deemed for all purposes to:

(a) be a party to and bound by the terms of the deposit agreement and the applicable ADR(s),

(b) appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof,

(c) acknowledge and agree that (i) nothing in the deposit agreement or any ADR shall give rise to a partnership or joint venture among the parties thereto nor establish a fiduciary or similar relationship among such parties, (ii) the depositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information about Equinor, ADR holders, owners of ADSs and/or their respective affiliates, (iii) the depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with Equinor, ADR holders, owners of ADSs and/or the affiliates of any of them, (iv) the depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse to Equinor or the Holders or owners of ADSs may have interests, (v) nothing contained in the Deposit Agreement or any ADR(s) shall (A) preclude the Depositary or any of its divisions, branches or affiliates from engaging in such transactions or establishing or maintaining such relationships, or (B) obligate the Depositary or any of its divisions, branches or affiliates to disclose such transactions or relationships or to account for any profit made or payment received in such transactions or relationships, and (vi) the Depositary shall not be deemed to have knowledge of any information held by any branch, division or affiliate of the Depositary.

 

AMENDED AND RESTATED AGENCY AGREEMENT

10 MAY 2019

EQUINOR ASA
as Issuer

and

EQUINOR ENERGY 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

0010155-0002840 ICM:32405037.8

 


 

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 17
10. Duties of the Agent in Connection with early Redemption 17
11. Receipt and Publication of Notices 18
12. Cancellation of Notes, Coupons and Talons 18
13. Issue of Replacement Notes, Coupons and Talons 19
14. Copies of Documents Available for Inspection 20
15. Meetings of Noteholders 20
16. Commissions, Expenses and Review of Fees and Expenses 20
17. Indemnity 21
18. Repayment by the Agent 21
19. Conditions of Appointment 21
20. Communication between the Parties 22
21. Changes in Agent and other Paying Agents 22
22. Merger and Consolidation 24
23. Notification of Changes to Paying Agents 24
24. Change of Specified Office 25
25. Notices and communication 25
26. Taxes and Stamp Duties 25
27. Currency Indemnity 26
28. Amendments 26
29. Descriptive Headings 26
30. Contract (Rights of Third Parties) Act 1999 26
31. Governing Law and Submission to Jurisdiction 26
32. Counterparts 27
33. General 27

 


Schedule   Page
1. Terms and Conditions of the Notes other than VPS Notes 28
2. Forms of Global and Definitive Notes, Coupons and Talons 57
  Part 1       Form of Temporary Global Note 57
  Part 2       Form of Permanent Global Note 65
  Part 3       Form of Definitive Note 73
  Part 4       Form of Coupon 76
  Part 5       Form of Talon 77
3. Form of Deed of Covenant 79
4. Provisions for Meetings of Noteholders 82
5. Form of Put Notice 88
6. Form of Deed Poll 90
7. Form of Issuer – ICSDs Agreement 95
8. Additional Duties of the Agent 99
     
     
Signatories   100
     
     
Appendix    
1. Form of Calculation Agency Agreement 101

 


 

AMENDED AND RESTATED AGENCY AGREEMENT

in respect of a
€20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

THIS AGREEMENT is made on 10 May 2019

BETWEEN:

 

(1) EQUINOR ASA of Forusbeen 50, N-4035 Stavanger, Norway in its capacity as an issuer of Notes under the Programme (the Issuer);

(2) EQUINOR ENERGY 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 27 April 2018 in respect of a U.S.$20,000,000,000 Euro Medium Term Note Programme (the Programme).

(B) The legal name of the Issuer changed from Statoil ASA to Equinor ASA with effect from 15 May 2018 and the legal name of the Guarantor changed from Statoil Petroleum AS to Equinor Energy AS with effect from 15 May 2018.

(C) The parties hereto wish to make certain modifications to the Previous Agency Agreement.

(D) 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 10 May 2019 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) under the Programme.

(E) 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.

 

 

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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;

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 S.A.;

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 10 May 2019, 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

 

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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;

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, as stated in the applicable Final Terms;

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 10 May 2019 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;

 

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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 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:

 

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(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,

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;

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.

 

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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.

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 error, be prima facie evidence that the payment in question has not to that extent been made or (ii) in the case of any Global Note which is an NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such shortfall in payment.

7.10 In the event that (a) the Issuer is or becomes a Participating FFI, (b) Notes are issued or amended (or any terms of the Notes are waived) after the Grandfathering Date and (c) the Issuer or the Guarantor determines in its sole discretion that FATCA Withholding will be required in connection with any

 

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payment due to the Agent on any Notes, then the Issuer or the Guarantor will be entitled to re-direct or reorganise any such payment in any way that it sees fit in order that the payment may be made without FATCA Withholding provided that any such redirected or reorganised payment is otherwise made in accordance with this Agreement. The Issuer will promptly notify the Agent and the Noteholders of any such redirection or reorganisation.

7.11 The Agent shall be entitled to deduct FATCA Withholding, and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding.

8. DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES AND INTEREST DETERMINATION

8.1 Determinations and Notifications

(a) The Agent shall make all such determinations and calculations (howsoever described) as it is required to do under the Conditions, all subject to and in accordance with the Conditions.

(b) The Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a result of the Agent having acted on any quotation given by any Reference Bank which subsequently may be found to be incorrect.

(c) The Agent shall promptly notify (and confirm in writing to) the Issuer, the Guarantor, the other Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange) the relevant Stock Exchange of, inter alia, each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions as soon as practicable after the determination thereof and of any subsequent amendment thereto pursuant to the Conditions.

(d) The Agent shall use its best endeavours to cause each Rate of Interest, Interest Amount and Interest Payment Date and all other amounts, rates and dates which it is obliged to determine or calculate under the Conditions to be published as required in accordance with the Conditions as soon as possible after their determination or calculation.

(e) If the Agent does not at any material time for any reason determine and/or calculate and/or publish the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Interest Period or any other amount, rate or date as provided in this clause, it shall forthwith notify the Issuer, the Guarantor and the other Paying Agents of such fact.

(f) Determinations with regard to Notes shall be made by the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final Terms. Unless otherwise agreed between the Issuer and the relevant Dealer or unless the Agent is the Calculation Agent (in which case the provisions of this Agreement shall apply), such determinations shall be made on the basis of a Calculation Agency Agreement substantially in the form of Appendix 1 to this Agreement.

8.2 Interest Determination, Screen Rate Determination including Fallback Provisions

(a) Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be determined in accordance with the Conditions.

(b) The Conditions also contain provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or the quotation or quotations required by the Conditions are unavailable or following a Benchmark Event.

 

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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 or the Guarantor shall provide to the Agent sufficient supplies of blank Put Notices for such purposes.

 

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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 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

 

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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 maturity dates of the lost, stolen, mutilated, defaced or destroyed Coupons or Talons and of the replacement Coupons or Talons issued.

 

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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 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.

 

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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.

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.

 

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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.

19.10 No Agent shall be under any obligation to take (and each Agent shall be entitled to refrain from taking without liability) any action under this Agency Agreement (including without limitation, any legal action or proceedings under or in connection with this Agency Agreement) or the other transaction documents which in its reasonable opinion may be illegal or contrary to any law or regulation applicable to it (including, without limitation, the laws of the United States of America or any jurisdiction forming part of it or England and Wales or Luxembourg) or any direction or regulation of any agency of any such state or jurisdiction. Each Agent may without liability do anything which is, in its reasonable opinion, necessary to comply with any such law, directive, policy or regulation. In such event, the Agent shall, where legally permissible and reasonably practicable, take all reasonable steps to notify the Issuer that it has so refrained.

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

 

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to the Agent and have been returned to the Issuer or, as the case may be, the Guarantor as provided herein:

(a) so long as any Notes are listed on any Stock Exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of such Stock Exchange or other relevant authority; and

(b) there will at all times be an Agent. In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in the final paragraph of Condition 5(d). 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

 

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45 days' notice in writing to that effect (other than in the case of insolvency of the other Paying Agent).

21.7 Subject to subclause 21.1, all or any of the Paying Agents may resign their respective appointments hereunder at any time by giving the Issuer, the Guarantor and the Agent at least 45 days' written notice to that effect.

21.8 Upon its resignation or removal becoming effective, the Agent or the relevant Paying Agent:

(a) shall forthwith transfer all moneys held by it hereunder and, if applicable, deliver the records referred to in subclauses 12.4 and 13.7 to the successor Agent hereunder; and

(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

 

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cause to be given not more than 45 days' nor less than 30 days' notice thereof to the Noteholders in accordance with the Conditions.

24. CHANGE OF SPECIFIED OFFICE

If the Agent or any other Paying Agent determines to change its specified office it shall (after having, in any such case other than a change of specified office within the same city, obtained the prior written approval of the Issuer and the Guarantor thereto) give to the Issuer, the Guarantor and (if applicable) the Agent written notice of such determination giving the address of the new specified office which shall be in the same city and stating the date on which such change is to take effect, which shall not be less than 45 days thereafter. The Agent (on behalf of the Issuer, failing which the Guarantor) but at its own expense) shall within 15 days of receipt of such notice (unless the appointment of the Agent or the other relevant Paying Agent, as the case may be, is to terminate 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.

 

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27. CURRENCY INDEMNITY

If, under any applicable law and whether pursuant to a judgment being made or registered against the Issuer and/or the Guarantor or in the liquidation, insolvency or analogous process of the Issuer and/or the Guarantor or for any other reason, any payment under or in connection with this Agreement is made or falls to be satisfied in a currency (the other currency) other than that in which the relevant payment is expressed to be due (the required currency) under this Agreement, then, to the extent that the payment (when converted into the required currency at the rate of exchange on the date of payment or, if it is not practicable for the Agent or the relevant other Paying Agent to purchase the required currency with the other currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or analogous process at the rate of exchange on the latest date permitted by applicable 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

 

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such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Paying Agents and, to the extent allowed by applicable law, shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

The Issuer and the Guarantor irrevocably appoints Equinor UK 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 Equinor 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 10 May 2019 and made among the Issuer, Equinor Energy 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 10 May 2019.

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 10 May 2019 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 SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg) each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such

 

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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 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, 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 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. [This paragraph is no longer applicable]

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.

 
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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.

The resultant figure (including after application of any Fixed Coupon Amount or Broken Amount to the Calculation Amount in the case of Fixed Rate Notes in definitive form) shall be rounded to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.

Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

In these Conditions, Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4(a):

(i) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:

(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or

(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:

(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and

(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

(ii) (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.

 

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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

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 or the relevant payment date if the Notes become payable on a date other than an 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

 

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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) 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;

(B) 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

(C) 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 or the Calculation Agent, as applicable, under an interest rate swap transaction if the Agent or the Calculation Agent, as applicable, were acting as Calculation Agent (as defined in the ISDA Definitions (as defined below)) 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, 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.

 

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(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 to Condition 4(b)(viii) and 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 or the Calculation Agent, as applicable. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent or the Calculation Agent, as applicable, for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

If, other than in the circumstances described in Condition 4(b)(viii) below, 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 or the Calculation Agent, as applicable, shall request each of the Reference Banks to provide the Agent or the Calculation Agent, as applicable, 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 or the Calculation Agent, as applicable, 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 or the Calculation Agent, as applicable.

If on any Interest Determination Date one only or none of the Reference Banks provides the Agent or the Calculation Agent, as applicable, 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 or the Calculation Agent, as applicable, 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 or the Calculation Agent, as applicable, 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 or the Calculation Agent, as applicable, 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

 

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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 or the Calculation Agent, as applicable, 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.

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 or the Calculation Agent, as applicable, 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:

The Agent or the Calculation Agent, as applicable, 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

 

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(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;

(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:

Day Count Fraction =

[360x(Y2-Y1)]+[30x(M2-M1)]+(D2-D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls:

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

"D2" 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 D1 is greater than 29, in which case D2 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:

 

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DayCountFraction =

[360x(Y2-Y1)]+[30x(M2-M1)]+(D2-D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls:

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

"D2"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 D2 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(Y2-Y1)]+[30x(M2-M1)]+(D2-D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls:

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" 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 D1 will be 30; and

"D2" 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 D2 will be 30.

 

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(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 or the Calculation Agent, as applicable, 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 or the Calculation Agent, as applicable, shall determine such rate at such time and by reference to such sources as an independent adviser, appointed by the Issuer and acting in good faith and in a commercially reasonable manner as an expert, 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 or the Calculation Agent, as applicable, will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression "London Business Day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(vii) Certificates to be Final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4(b) by the Agent, an Independent Adviser (as defined below) or the Calculation Agent, as applicable, 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, an Independent Adviser or the Calculation Agent, as applicable, in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(viii) Benchmark Discontinuation

Notwithstanding the foregoing provisions of this Condition 4(b), if the Issuer determines that a Benchmark Event (as defined below) has occurred in relation to a Reference Rate at any time when any Rate of Interest (or the relevant component thereof) remains to be determined by reference to such Reference Rate, then the following provisions shall apply:

 

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(A) the Issuer shall use reasonable endeavours to appoint, as soon as reasonably practicable, an Independent Adviser (as defined below) to determine (without any requirement for any consent or approval of the Noteholders or the Couponholders), no later than 10 days prior to the relevant Interest Determination Date relating to the next succeeding Interest Period (the IA Determination Cut-off Date), a Successor Rate (as defined below) or, alternatively, if there is no Successor Rate, an Alternative Reference Rate (as defined below), and in either case an Adjustment Spread (as defined below) (if applicable), for the purposes of determining the Rate of Interest (or the relevant component part thereof) applicable to the Notes;

(B) if a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) is determined in accordance with paragraph (A) above, such Successor Rate or, failing which, such Alternative Reference Rate (as applicable) shall be the Reference Rate for each of the future Interest Periods for which the Rate of Interest (or the relevant component thereof) was otherwise to be determined by reference to the relevant Reference Rate (subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(viii));

(C) if the Independent Adviser determines a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) in accordance with the above provisions, the Independent Adviser, following consultation with the Issuer, may also specify changes to these Conditions, including but not limited to the Day Count Fraction, Relevant Screen Page, Specified Time, Business Day Convention, Business Day, Interest Determination Date, Reference Banks, Additional Business Centre and/or the definition of Reference Rate applicable to the Notes, and/or the method for determining the fallback to the Reference Rate in relation to the Notes, in each case in order to follow market practice in relation to the Successor Rate or the Alternative Reference Rate (as applicable). If the Independent Adviser (in consultation with the Issuer) determines that an Adjustment Spread (as defined below) is required to be applied to the Successor Rate or the Alternative Reference Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Reference Rate (as applicable). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate (as applicable) will apply without an Adjustment Spread (subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(viii)). For the avoidance of doubt, the Issuer and the Agent (if applicable) shall, without the requirement for any consent or approval of the Noteholders or the Couponholders, be obliged to use its reasonable endeavours to effect such amendments to the Agency Agreement and these Conditions, as applicable, as may be specified by the Independent Adviser following consultation with the Issuer in order to give effect to this Condition 4(b)(viii)(C) (such amendments, the Benchmark Amendments). For the avoidance of doubt, no Noteholder or Couponholder consent shall be required in connection with effecting the Benchmark Amendments or such other changes, including for the execution of any documents, amendments or other steps by the Issuer, the Guarantor (in the case of Notes having the benefit of the Guarantee) or the Agent (if required).

(D) the Issuer shall promptly, following the determination of any Successor Rate or Alternative Reference Rate (as applicable) and the specific terms of any Benchmark Amendments give notice thereof to the Agent and, in accordance with Condition 13, the Noteholders and the Couponholders (which notice shall be irrevocable);

 

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(E) if a Successor Rate or an Alternative Reference Rate is not determined by an Independent Adviser in accordance with the above provisions prior to the relevant IA Determination Cut-off Date, then the Rate of Interest for the next Interest Period shall be determined by reference to the original Reference Rate and the fallback provisions set out in Condition 4(b)(ii)(B); for the avoidance of doubt, in such circumstances the Rate of Interest for any subsequent Interest Periods shall be subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(viii); and

(F) an Independent Adviser appointed pursuant to this Condition 4(b)(viii) shall act in good faith and in a commercially reasonable manner as an expert and in accordance with the provisions of this Condition 4(b)(viii) in respect of any determination made by it pursuant to this Condition 4(b)(viii).

For the purposes of this Condition 4(b)(viii):

Adjustment Spread means a spread (which may be positive or negative), quantum or formula or methodology for calculating a spread, which the Independent Adviser (in consultation with the Issuer) determines is required to be applied to the Successor Rate or the Alternative Reference Rate (as applicable) in order to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as applicable) to Noteholders and Couponholders as a result of the replacement of the Reference Rate with the Successor Rate or the Alternative Reference Rate (as applicable) and is the spread, quantum, formula or methodology which:

(1) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Reference Rate with the Successor Rate by any Relevant Nominating Body (as defined below); or

(2) in the case of a Successor Rate for which no such recommendation as referred to in (1) above has been made, or in the case of an Alternative Reference Rate, the Independent Adviser (in consultation with the Issuer) determines is recognised or acknowledged as being in customary market usage in international debt capital markets transactions which reference the Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Reference Rate (as applicable); or

(3) if the Independent Adviser determines that neither (1) nor (2) above applies, the Independent Adviser (in consultation with the Issuer) in its discretion determines (acting in good faith and in a commercially reasonable manner) to be appropriate;

Alternative Reference Rate means the rate that the Independent Adviser (in consultation with the Issuer) determines (acting in good faith and in a commercially reasonable manner) has replaced the relevant Reference Rate in customary market usage in the international debt capital markets for the purposes of determining floating rates of interest (or the relevant component thereof) in respect of bonds denominated in the Specified Currency and with an interest period of a comparable duration to the relevant Interest Period, or, if the Independent Adviser (in consultation with the Issuer) determines that there is no such rate, such other rate as the Independent Adviser (in consultation with the Issuer) determines in its sole discretion is most comparable to the relevant Reference Rate;

Benchmark Event means, with respect to a Reference Rate:

(1) the Reference Rate (A) ceasing to be published for a period of at least five consecutive Business Days or (B) ceasing to exist or be administered; or

 

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(2) the later of (A) the making of a public statement by the administrator of such Reference Rate that it will, on or before a specified date, cease publishing such Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such Reference Rate) and (B) the date falling six months prior to the specified date referred to in (2)(A); or

(3) the making of a public statement by the supervisor of the administrator of such Reference Rate that such Reference Rate has been permanently or indefinitely discontinued; or

(4) the later of (A) the making of a public statement by the supervisor of the administrator of such Reference Rate that such Reference Rate will, on or before a specified date, be permanently or indefinitely discontinued and (B) the date falling six months prior to the specified date referred to in (4)(A); or

(5) the later of (A) the making of a public statement by the supervisor of the administrator of such Reference Rate that means such Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case on or before a specified date and (B) the date falling six months prior to the specified date referred to in (5)(A); or

(6) it has, or will prior to the next Interest Determination Date become unlawful for the Issuer, the Agent, the Calculation Agent, any other party specified in the applicable Final Terms as being responsible for calculating the Rate of Interest or any Paying Agent to calculate any payments due to be made to any Noteholder or Couponholder using such Reference Rate;

Independent Adviser means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the Issuer at its own expense;

Relevant Nominating Body means, in respect of a Reference Rate:

(1) the central bank for the currency to which the Reference Rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the Reference Rate; or

(2) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the Reference Rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the Reference Rate, (c) a group of the aforementioned central banks or other supervisory authorities, or (d) the Financial Stability Board or any part thereof; and

Successor Rate means the rate that the Independent Adviser (in consultation with the Issuer) determines (acting in good faith and in a commercially reasonable manner) is a successor to or replacement of the Reference Rate which is formally recommended by any Relevant Nominating Body.

(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

 

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(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

Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).

Fixed Rate Notes in definitive form should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 7) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 8) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.

Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

Upon the date on which any Floating Rate Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.

 

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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, 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:

 
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(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

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) the Residual Call Early Redemption Amount (if any) of the Notes; 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

 

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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 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 one director of the Issuer or, as the case may be, one director 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 as being applicable 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

 

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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 15 nor more than 60 days' notice (or such other notice period as may be specified in the applicable Final Terms) to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption (the Make-Whole Redemption Date)), redeem all or (if redemption in part is specified as being applicable in the applicable Final Terms) some only of the Notes then outstanding on any Make-Whole Redemption Date and at the Make-Whole Redemption Amount together, if appropriate, with interest accrued to (but excluding) the relevant Make-Whole Redemption Date. If redemption in part is specified as being applicable in the applicable Final Terms, any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount in each case as may be specified in the applicable Final Terms.

In the case of a partial redemption of Notes, the Redeemed Notes will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion), in the case of Redeemed Notes represented by a Global Note, on a Selection Date not more than 30 days prior to the Make-Whole Redemption Date. In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than 15 days prior to the Make-Whole Redemption Date. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the Make-Whole Redemption Date pursuant to this paragraph (d) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 13 at least 15 days prior to the Selection Date.

In this Condition 6(d), Make-Whole Redemption Amount means (A) the outstanding principal amount of the relevant Note or (B) if higher, the sum, as determined by the Make-Whole 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 Make-Whole Calculation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be

 

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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;

Make-Whole 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 Make-Whole 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 Make-Whole 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 Make-Whole 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 Make-Whole Calculation Agent, of the bid and asked prices for the Reference Bond (expressed in each case as a percentage of its principal amount) quoted in writing to the Make-Whole 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 Make-Whole Calculation Agent or such other three persons operating in the market for securities such as the Reference Bond as are selected by the Make-Whole 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) Issuer Residual Call

If Issuer Residual Call is specified as being applicable in the applicable Final Terms and, at any time, the outstanding aggregate nominal amount of the Notes is 20 per cent. or less of the aggregate nominal amount of the Series issued, 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 15 and not 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) at the Residual Call Early Redemption Amount together, if appropriate, with interest accrued to (but excluding) the date of redemption.

 

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(f) Redemption at the Option of the Noteholders (Investor Put)

If Investor Put is specified as being applicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 15 nor more than 30 days' notice the Issuer will, upon the expiry of such notice, redeem, in whole (but not in part), such Note on the Optional Redemption Date and at the Optional Redemption Amount specified in the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.

If this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must deliver such Note at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, accompanied by a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank account (or, if payment is by cheque, an address) to which payment is to be made under this Condition accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this paragraph shall be irrevocable except where prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9.

(g) Early Redemption Amounts

For the purpose of paragraph (b) above and Condition 9, the Notes will be redeemed at the Early Redemption Amount calculated as follows:

(i) in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;

(ii) in the case of Notes (other than Zero Coupon Notes) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Notes are denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the Final Terms, at their nominal amount; or

(iii) in the case of Zero Coupon Notes, at its Early Redemption Amount calculated in accordance with the following formula:

Early Redemption Amount = RP x (1 + AY)y

where:

 

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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).

(h) 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.

(i) 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.

(j) Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c), (d) or (e) above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph (f)(iii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and

(ii) five days after the date on which the full amount of the moneys payable has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.

 

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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).

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 principal or interest, for a period of 30 days; or

 
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(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) 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

(d) an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer, the Guarantor, 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, where applicable, the Subsidiary or Subsidiaries to which the undertaking of assets are transferred, unconditionally and irrevocably guarantee(s) 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, on terms approved by an Extraordinary Resolution of the Noteholders; or

(e) if the Guarantee ceases to be, or is claimed by the Issuer or the Guarantor not to be, in full force and effect; or

(f) any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in (c) to (e) 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, (i) any transfer or transfers by the Issuer or the Guarantor of all or substantially all of the business or operations of the Issuer or, as the case may be, the Guarantor to one or more Subsidiaries of the Issuer and/or (ii) any transfer or transfers by the Guarantor of all or substantially all of the business or operations of the Guarantor to 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.

 

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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:

(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 including publication on the website of the relevant stock exchange or relevant authority if required by those rules. 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.

 

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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) or such website 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 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, in the sole opinion of the Issuer and (in the case of Notes having the benefit of the Guarantee) the Guarantor, not prejudicial to the interests of the Noteholders; or

(ii) any modification of the Notes, the Coupons or the Agency Agreement which is, in the sole opinion of the Issuer and (in the case of Notes having the benefit of the Guarantee) the Guarantor, 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.

 

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In addition, the Agent shall be obliged to use its reasonable endeavours to effect any Benchmark Amendments in the circumstances and as otherwise set out in Condition 4(b)(viii) above, without the consent of the Noteholders or the Couponholders.

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 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(e) inclusive shall be deemed to apply in addition to the guarantor.

 

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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 non- contractual obligations arising out of or in connection with the Agency Agreement, the Guarantee, the Notes and the Coupons are governed by, and shall be construed in accordance with, English law.

(b) Subject to paragraph (c) below, the courts of England are to have jurisdiction to settle any disputes (including a dispute relating to any non-contractual obligations) which may arise out of or in connection with the Guarantee, the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with the Guarantee, the Notes or the Coupons (Proceedings) may be brought in such courts. Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.

(c) This paragraph (c) is for the benefit of each of the Noteholders and Couponholders only. To the extent permitted by applicable law, each of the Noteholders and Couponholders may take Proceedings against the Issuer and/or the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

(d) Each of the Issuer and the Guarantor irrevocably appoints Equinor UK 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

EQUINOR ASA

TEMPORARY GLOBAL NOTE

Unconditionally and irrevocably guaranteed by
EQUINOR ENERGY AS

 

This Global Note is a Temporary Global Note in respect of a duly authorised issue of Notes (the Notes) of Equinor 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 10 May 2019 and made between the Issuer, Equinor Energy 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 SA/NV and Clearstream Banking S.A. (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 made

 

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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, (i) 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, (ii) 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),

 

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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 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.

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 10 May 2019 (as amended, supplemented, novated and/or restated as at the Issue Date) 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).

 

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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 safe-keeper by the relevant Clearing Systems.

IN WITNESS whereof the Issuer has caused this Global Note to be duly executed on its behalf.

EQUINOR 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 NOTE1

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.

EQUINOR ASA

PERMANENT GLOBAL NOTE

Unconditionally and irrevocably guaranteed by
EQUINOR ENERGY AS

This Global Note is a Permanent Global Note in respect of a duly authorised issue of Notes (the Notes) of Equinor 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 10 May 2019 and made between the Issuer, Equinor Energy 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 SA/NV and Clearstream Banking S.A. (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 made

 

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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 10 May 2019 (as amended, supplemented, novated and/or restated as at the Issue Date) in respect of the Notes and the bearer

 

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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.

EQUINOR 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 NOTE3

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)

EQUINOR ASA

unconditionally and irrevocably guaranteed
by EQUINOR ENERGY 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 Equinor 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 10 May 2019 and made between [(inter alios)] the Issuer, Equinor Energy 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.

EQUINOR 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)

 

EQUINOR 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.

 

EQUINOR 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.

EQUINOR 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 10 May 2019 by EQUINOR ASA (the Issuer) in favour of the account holders specified below of Clearstream Banking S.A., Euroclear Bank SA/NV, 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 10 May 2019 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 10 May 2019) 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 Equinor UK 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 EQUINOR 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) (iv) one or more persons named in such document (each hereinafter called a proxy) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in paragraph (c) above as set out in such document.

The holder of any voting certificate or the proxies named in any block voting instruction shall for all purposes in connection with the relevant meeting or adjourned meeting of Noteholders be deemed to be the holder of the Notes to which such voting certificate or block voting instruction relates and the Paying Agent with which such Notes have been deposited or the person holding the same to the order or under the control of such Paying Agent shall be deemed for such purposes not to be the holder of those Notes.

(c) References herein to the Notes are to the Notes in respect of which the relevant meeting is convened.

2. The Issuer may at any time and, upon a requisition in writing of Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding, shall convene a meeting of the Noteholders and if the Issuer makes default for a period of seven days in convening such a meeting the same may be convened by the requisitionists. Whenever the Issuer is about to convene any such meeting it shall forthwith give notice in writing to the Agent and the Dealers of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such time and place as the Agent may approve.

3. At least 21 days' notice (exclusive of the day on which the notice is given and the day on which the meeting is held) specifying the place, day and hour of meeting shall be given to the Noteholders prior to any meeting of the Noteholders in the manner provided by Condition 13. Such notice shall state generally the nature of the business to be transacted at the meeting thereby convened but (except for an Extraordinary Resolution) it shall not be necessary to specify in such notice the terms of any resolution to be proposed. Such notice shall include a statement to the effect that Notes may be deposited with Paying Agents for the purpose of obtaining voting certificates or appointing proxies not less than 24 hours before the time fixed for the meeting or that, in the case of corporations, they may appoint representatives by resolution of their directors or other governing body. A copy of the notice shall be sent by post to the Issuer (unless the meeting is convened by the Issuer).

4. Some person (who may but need not be a Noteholder) nominated in writing by the Issuer shall be entitled to take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within fifteen minutes after the time appointed for holding the meeting the Noteholders present shall choose one of their number to be Chairman.

5. At any such meeting one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 20 per cent. in nominal amount of the Notes for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business and no business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum be present at the

 

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commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall only be capable of being effected after having been approved by Extraordinary Resolution) namely:

(a) modification of the Maturity Date of the Notes or reduction or cancellation of the nominal amount payable upon maturity; or

(b) reduction or cancellation of the amount payable or modification of the payment date in respect of any interest in respect of the Notes or variation of the method of calculating the rate of interest in respect of the Notes; or

(c) reduction of any Minimum Interest Rate and/or Maximum Interest Rate specified in the applicable Final Terms of any Note; or

(d) modification of the currency in which payments under the Notes and/or Coupons appertaining thereto are to be made; or

(e) modification of the majority required to pass an Extraordinary Resolution; or

(f) the sanctioning of any such scheme or proposal as is described in paragraph 18(f) below; or

(g) alteration of this proviso or the proviso to paragraph 6 below; the quorum shall be one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 75 per cent. in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the holders of Notes will be binding on all holders of Notes, whether or not they are present at the meeting, and on all holders of Coupons appertaining to such Notes.

6. If within fifteen minutes after the time appointed for any such meeting a quorum is not present the meeting shall if convened upon the requisition of Noteholders be dissolved. In any other case it shall stand adjourned to the same day in the next week (or if such day is a public holiday the next succeeding business day) at the same time and place (except in the case of a meeting at which an Extraordinary Resolution is to be proposed in which case it shall stand adjourned for such period being not less than 14 days nor more than 42 days, and at such place as may be appointed by the Chairman and approved by the Agent) and at such adjourned meeting one or more persons present holding Notes or voting certificates or being proxies (whatever the nominal amount of the Notes so held or represented by them) shall (subject as provided below) form a quorum and shall (subject as provided below) have power to pass any Extraordinary Resolution or other resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had the requisite quorum been present PROVIDED THAT at any adjourned meeting the business of which includes any of the matters specified in the proviso to paragraph 5 above the quorum shall be one or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than a clear majority in nominal amount of the Notes for the time being outstanding.

7. Notice of any adjourned meeting at which an Extraordinary Resolution is to be submitted shall be given in the same manner as notice of an original meeting but as if 10 were substituted for 21 in paragraph 3 above and such notice shall (except in cases where the proviso to paragraph 6 above shall apply when it shall state the relevant quorum) state that one or more persons present holding Notes or voting certificates or being proxies at the adjourned meeting whatever the nominal amount

 

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of the Notes held or represented by them will form a quorum. Subject as aforesaid it shall not be necessary to give any notice of an adjourned meeting.

8. Except whilst the Notes are in global form and only one proxy is attending the meeting, every question submitted to a meeting shall be decided in the first instance by a show of hands. In case of equality of votes the Chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Noteholder or as a holder of a voting certificate or as a proxy.

9. At any meeting, unless the Notes are in global form and only one proxy is attending the meeting or a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or the Issuer or by one or more persons present holding Notes or voting certificates or being proxies (whatever the nominal amount of the Notes so held by them), a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

10. Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be taken in such manner and subject as hereinafter provided either at once or after an adjournment as the Chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the motion on which the poll has been demanded.

11. The Chairman may with the consent of (and shall if directed by) any such meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully (but for lack of required quorum) have been transacted at the meeting from which the adjournment took place.

12. Any poll demanded at any such meeting on the election of a Chairman or on any question of adjournment shall be taken at the meeting without adjournment.

13. Any director or officer of the Issuer and its lawyers may attend and speak at any meeting. Save as aforesaid, but without prejudice to the proviso to the definition of outstanding in subclause 1.2 of this Agreement, no person shall be entitled to attend and speak nor shall any person be entitled to vote at any meeting of the Noteholders or join with others in requisitioning the convening of such a meeting unless he either produces the Note or Notes of which he is the holder or a voting certificate or is a proxy. Neither the Issuer nor any of its Subsidiaries shall be entitled to vote at any meeting in respect of Notes held by it for the benefit of any such company and no other person shall be entitled to vote at any meeting in respect of Notes held by it for the benefit of any such company. Nothing herein contained shall prevent any of the proxies named in any block voting instruction from being a director, officer or representative of or otherwise connected with the Issuer.

14. Subject as provided in paragraph 13 hereof at any meeting:

(a) on a show of hands every person who is present in person and produces a Note or voting certificate or is a proxy shall have one vote; and

(b) on a poll every person who is so present shall have one vote in respect of:

(i) in the case of a meeting of the holders of Notes all of which are denominated in a single currency, each minimum integral amount of such currency; and

 

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(ii) in the case of a meeting of the holders of Notes denominated in more than one currency, each €1.00 or, in the case of a Note denominated in a currency other than euro, the equivalent of €1.00 in such currency at the Agent's spot buying rate for the relevant currency against euro at or about 11.00 a.m. (London time) on the date of publication of the notice of the relevant meeting (or of the original meeting of which such meeting is an adjournment),

or such other amount as the Agent shall in its absolute discretion stipulate in nominal amount of Notes so produced or represented by the voting certificate so produced or in respect of which he is a proxy.

Without prejudice to the obligations of the proxies named in any block voting instruction any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

15. The proxies named in any block voting instruction need not be Noteholders.

16. Each block voting instruction together (if so requested by the Issuer) with proof satisfactory to the Issuer of its due execution on behalf of the relevant Paying Agent shall be deposited at such place as the Agent shall approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the proxies named in the block voting instruction propose to vote and in default the block voting instruction shall not be treated as valid unless the Chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A certified copy of each block voting instruction shall be deposited with the Agent before the commencement of the meeting or adjourned meeting but the Agent shall not thereby be obliged to investigate or be concerned with the validity of or the authority of the proxies named in any such block voting instruction.

17. Any vote given in accordance with the terms of a block voting instruction shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or of any of the Noteholders' instructions pursuant to which it was executed PROVIDED THAT no intimation in writing of such revocation or amendment shall have been received from the relevant Paying Agent by the Issuer at its registered office (or such other place as may have been approved by the Agent for the purpose) by the time being 24 hours before the time appointed for holding the meeting or adjourned meeting at which the block voting instruction is to be used.

18. A meeting of the Noteholders shall in addition to the powers hereinbefore given have the following powers exercisable by Extraordinary Resolution (subject to the provisions relating to quorum contained in paragraphs 5 and 6 above) only, namely:

(a) power to sanction any compromise or arrangement proposed to be made between the Issuer and the Noteholders and Couponholders or any of them;

(b) power to sanction any abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders and Couponholders against the Issuer or against any of its property whether such rights shall arise under this Agreement, the Notes or the Coupons or otherwise;

(c) power to assent to any modification of the provisions contained in this Agreement or the Conditions, the Notes, the Coupons or the Deed of Covenant which shall be proposed by the Issuer;

(d) power to give any authority or sanction which under the provisions of this Agreement or the Notes is required to be given by Extraordinary Resolution;

 

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(e) power to appoint any persons (whether Noteholders or not) as a committee or committees to represent the interests of the Noteholders and to confer upon such committee or committees any powers or discretions which the Noteholders could themselves exercise by Extraordinary Resolution;

(f) power to sanction any scheme or proposal for the exchange or sale of the Notes for, or the conversion of the Notes into or the cancellation of the Notes in consideration of, shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash; and

(g) power to approve the substitution of any entity in place of (i) the Issuer (or any previous substitute) as the principal debtor in respect of the Notes and the Coupons.

19. Any resolution (i) passed at a meeting of the Noteholders duly convened and held; (ii) passed as a resolution in writing or (iii) passed by way of electronic consents given by Noteholders through the relevant clearing system(s), in accordance with the provision hereof shall be binding upon all the Noteholders whether present or not present at such meeting referred to in (i) above and whether or not voting and upon all Couponholders and each of them shall be bound to give effect thereto accordingly and the passing of any such resolution shall be conclusive evidence that the circumstances justify the passing thereof. Notice of the result of the voting on any resolution duly considered by the Noteholders shall be published in accordance with Condition 13 by the Issuer within 14 days of such result being known PROVIDED THAT the non publication of such notice shall not invalidate such resolution.

20. The expression Extraordinary Resolution when used in this Agreement or the Conditions means (a) a resolution passed at a meeting of the Noteholders duly convened and held in accordance with the provisions herein contained by a majority consisting of not less than 75 per cent. of the persons voting thereat upon a show of hands or if a poll be duly demanded then by a majority consisting of not less than 75 per cent. of the votes given on such poll or (b) a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes for the time being outstanding, which resolution in writing may be contained in one document or in several documents in similar form each signed by or on behalf of one or more of the Noteholders or (c) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Agent) by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes for the time being outstanding.

21. Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Issuer and any such Minutes as aforesaid if purporting to be signed by the Chairman of the meeting at which such resolutions were passed or proceedings had shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which Minutes have been made shall be deemed to have been duly held and convened and all resolutions passed or proceedings had thereat to have been duly passed or had.

22. Subject to all other provisions contained herein the Agent may without the consent of the Issuer, the Noteholders or the Couponholders prescribe such further regulations regarding the requisitioning and/or the holding of meetings of Noteholders and attendance and voting thereat as the Agent may in its sole discretion think fit.

 

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SCHEDULE 5

FORM OF PUT NOTICE
for Notes in definitive form

EQUINOR 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(f) 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: ................................

 

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[Signature and stamp of Paying Agent]

 

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 Equinor 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 Equinor Energy 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) 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;

(c) Condition 9 (Events of Default):

(i) references to the Issuer in subclause (d) (Winding-up), shall include a reference to the Guarantor;

(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

(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.

 

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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.

EXECUTED as a DEED under seal

)

by [Existing Issuer] and signed )
and delivered as a deed on its )
behalf by )
in the presence of: )

 

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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 EQUINOR ENERGY 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
newissues.issuerageement@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 10 MAY, OF 2019, AMONG:

Name of issuer:        Equinor 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: Equinor ASA €20,000,000,000 Euro Medium Term Note Programme

Programme Number: 4138

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,

 

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increase) or mark-down (that is, decrease) of the IOA of the Securities; in doing so, each ICSD will 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:

Equinor 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/Stéphane Bernard ____/s/Berthold Kracke
Stéphane Bernard, Managing Director, Head of Asset Servicing & Transaction Operations & Client Services Berthold Kracke, Member of Executive Board

 

On behalf of Euroclear Bank SA/NV

On behalf of Clearstream Banking, société anonyme

____/s/Laurence Van Der Haegen ____/s/Marc Kieffer
Laurence Van Der Haegen, Head of Department New Issues Marc Kieffer, Executive Vice President, Issuance & Distribution Services

 

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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  
      (Name of 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 ICSDs), through the common service provider appointed by the ICSDs to service the Notes (the CSP), of the initial issue outstanding amount (IOA) for each Tranche on or prior to the relevant Issue Date.

2. If any event occurs that requires a mark up or mark down of the records which an ICSD holds for its customers to reflect such customers' interest in the Notes, the Agent will (to the extent known to it) promptly provide details of the amount of such mark up or mark down, together with a description of the event that requires it, to the ICSDs (through the CSP) to ensure that the IOA of the Notes remains at all times accurate.

3. The Agent will at least once every month reconcile its record of the IOA of the Notes with information received from the ICSDs (through the CSP) with respect to the IOA maintained by the ICSDs for the Notes and will promptly inform the ICSDs (through the CSP) of any discrepancies.

4. The Agent will promptly assist the ICSDs (through the CSP) in resolving any discrepancy identified in the IOA of the Notes.

5. The Agent will promptly provide to the ICSDs (through the CSP) details of all amounts paid by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).

6. The Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) notice of any changes to the Notes that will affect the amount of, or date for, any payment due under the Notes.

7. The Agent will (to the extent known to it) promptly provide to the ICSDs (through the CSP) copies of all information that is given to the holders of the Notes.

8. The Agent will promptly pass on to the Issuer all communications it receives from the ICSDs directly or through the CSP relating to the Notes.

The Agent will (to the extent known to it) promptly notify the ICSDs (through the CSP) of any failure by the Issuer to make any payment or delivery due under the Notes when due.

 

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SIGNATORIES

 

The Issuer
EQUINOR ASA
By: ____/s/ Morten Færevåg

 

The Guarantor
EQUINOR ENERGY AS
By: ____/s/ Morten Færevåg

 

The Agent
THE BANK OF NEW YORK MELLON
By: Anthony Edet

 

The other Paying Agent
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH
All communications c/o the Agent
By: Anthony Edet

[Signature page to Amended and Restated Agency Agreement]

 

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APPENDIX 1

FORM OF CALCULATION AGENCY AGREEMENT

DRAFT

 

 

CALCULATION AGENCY AGREEMENT

 

 

[     ]

 

EQUINOR ASA
as Issuer

and

[EQUINOR ENERGY 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 103
2. Duties of Calculation Agent 103
3. Expenses 103
4. Indemnity 104
5. Conditions of Appointment 104
6. Termination of Appointment 105
7. Notices 106
8. General 106
9. Contract (Rights of Third Parties) Act 1999 107
10. Governing Law and Submission to Jurisdiction 107
     
     
Signatories   109

 

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CALCULATION AGENCY AGREEMENT

in respect of the
EQUINOR ASA €20,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

 

THIS AGREEMENT is made on [     ]

BETWEEN:

(1) EQUINOR ASA of Forusbeen 50, N-4035 Stavanger, Norway (the Issuer);

(2) [EQUINOR ENERGY 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 [•] May 2019 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 [•] May 2019 and entered into between the Issuer, The Bank of New York Mellon as Agent (the Agent which expression shall include its successor or successors for the time being under the Agency Agreement) and the other parties named therein.

NOW IT IS HEREBY AGREED that:

1. APPOINTMENT OF THE CALCULATION AGENT

The Issuer hereby appoints [               ] as Calculation Agent in respect of each Series of Notes described in the Schedule hereto (the Relevant Notes) for the purposes set out in clause 2 below, all upon the provisions hereinafter set out. The agreement of the parties hereto that this Agreement is to apply to each Series of Relevant Notes shall be evidenced by the manuscript annotation and signature in counterpart of the Schedule hereto.

2. DUTIES OF CALCULATION AGENT

The Calculation Agent shall in relation to each Series of Relevant Notes perform all the functions and duties imposed on the Calculation Agent by the terms and conditions of the Relevant Notes (the Conditions) including endorsing the Schedule hereto appropriately in relation to each Series of Relevant Notes. In addition, the Calculation Agent agrees that it will provide a copy of all calculations made by it which affect the nominal amount outstanding of any Relevant Notes which are identified on the Schedule as being NGNs to The Bank of New York Mellon to the contact details set out on the signature page hereof.

3. EXPENSES

[To be agreed at the time of appointment.]

 

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4. INDEMNITY

4.1 The Issuer shall indemnify (and failing the Issuer so indemnifying, the Guarantor agrees so to indemnify) the Calculation Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against the Calculation Agent as a result of or in connection with its appointment or the exercise of its powers and duties hereunder except such as may result from its own default, negligence or bad faith or that of its officers, directors or employees or the breach by it of the terms of this Agreement.

4.2 The Calculation Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) which the Issuer may incur or which may be made against the Issuer as a result of the breach by the Calculation Agent of the terms of this Agreement or its default, negligence or bad faith or that of its officers, directors or employees.

5. CONDITIONS OF APPOINTMENT

5.1 In acting hereunder and in connection with the Relevant Notes, the Calculation Agent shall act solely as agent of the Issuer [and the Guarantor] and will not thereby assume any obligations towards or relationship of agency or trust for or with any of the owners or holders of the Relevant Notes or the coupons (if any) appertaining thereto (the Coupons).

5.2 In relation to each issue of Relevant Notes the Calculation Agent hereby undertakes to the Issuer to perform such obligations and duties, and shall be obliged to perform such duties and only such duties as are herein and in the Conditions specifically set forth and no implied duties or obligations shall be read into this Agreement or the Relevant Notes against the Calculation Agent, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances.

5.3 The Calculation Agent may consult with legal and other professional advisers and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and in accordance with the opinion of such advisers.

5.4 The Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer [or the Guarantor] or any notice, resolution, direction, consent, certificate, affidavit, statement, cable, telex or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer [or the Guarantor].

5.5 The Calculation Agent and any of its officers, directors and employees may become the owner of, or acquire any interest in, any Notes or Coupons (if any) with the same rights that it or he would have if the Calculation Agent were not appointed hereunder, and may engage or be interested in any financial or other transaction with the Issuer [or the Guarantor] and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or Coupons (if any) or in connection with any other obligations of the Issuer [or the Guarantor] as freely as if the Calculation Agent were not appointed hereunder.

 

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6. TERMINATION OF APPOINTMENT

6.1 The Issuer [or the Guarantor] may terminate the appointment of the Calculation Agent at any time by giving to the Calculation Agent at least 45 days' prior written notice to that effect, provided that, so long as any of the Relevant Notes is outstanding:

(a) such notice shall not expire less than 45 days before any date upon which any payment is due in respect of any Relevant Notes; and

(b) notice shall be given in accordance with the Conditions, to the holders of the Relevant Notes at least 30 days prior to any removal of the Calculation Agent.

6.2 Notwithstanding the provisions of subclause 6.1 above, if at any time:

(a) the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or admits in writing its inability to pay or meet its debts as they may mature or suspends payment thereof, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(b) the Calculation Agent fails duly to perform any function or duty imposed upon it by the Conditions and this Agreement,

the Issuer [and the Guarantor] may forthwith without notice terminate the appointment of the Calculation Agent, in which event notice thereof shall be given to the holders of the Relevant Notes, in accordance with the Conditions as soon as practicable thereafter.

6.3 The termination of the appointment pursuant to subclause 6.1 or 6.2 above of the Calculation Agent hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.

6.4 The Calculation Agent may resign its appointment hereunder at any time by giving to the Issuer [and the Guarantor] at least 90 days' prior written notice to that effect. Following receipt of a notice of resignation from the Calculation Agent, the Issuer shall promptly give notice thereof to the holders of the Relevant Notes, in accordance with the Conditions.

6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4 above, so long as any of the Relevant Notes is outstanding, the termination of the appointment of the Calculation Agent (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice a successor Calculation Agent has been appointed. The Issuer [and the Guarantor] agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under subclause 6.1 or 6.4, the Issuer [and the Guarantor] has not appointed a replacement Calculation Agent, the Calculation Agent shall be entitled, on behalf of the Issuer to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer [and the Guarantor] shall approve (such approval not to be unreasonably withheld or delayed).

6.6 Upon its appointment becoming effective, a successor Calculation Agent shall without further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties

 

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and obligations of such predecessor with like effect as if originally named as the Calculation Agent hereunder.

6.7 If the appointment of the Calculation Agent hereunder is terminated (whether by the Issuer [and the Guarantor] or by the resignation of the Calculation Agent), the Calculation Agent shall, on the date on which such termination becomes effective, deliver to the successor Calculation Agent any records concerning the Relevant Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release), but shall have no other duties or responsibilities hereunder.

6.8 Any corporation into which the Calculation Agent may be merged or converted, or any corporation with which the Calculation Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer all or substantially all of its assets shall, on the date when such merger, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, unless otherwise required by the Issuer and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such corporation. Written notice of any such merger, conversion, consolidation or transfer shall forthwith be given to the Issuer and the Agent.

6.9 Upon giving notice of the intended termination of the appointment of the Calculation Agent, the Issuer shall use all reasonable endeavours to appoint a further financial institution of good standing as successor Calculation Agent.

7. NOTICES

Any notice or communication given hereunder shall be sufficiently given or served:

(a) if delivered in person to the relevant address specified on the signature pages hereof or such other address as may be notified by the recipients in accordance with this clause and, if so delivered, shall be deemed to have been delivered at time of receipt; or

(b) if sent by facsimile to the relevant number specified on the signature pages hereof or such other address as may be notified by the recipients in accordance with this clause and, if so sent, shall be deemed to have been delivered immediately after transmission provided such transmission is confirmed when an acknowledgement of receipt is received.

Where a communication is received after business hours it shall be deemed to be received and become effective on the next business day. Every communication shall be irrevocable save in respect of any manifest error therein.

8. GENERAL

8.1 The descriptive headings in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

8.2 This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

8.3 If any provision in or obligation under this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair (i) the validity, legality

 

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or enforceability under the law of that jurisdiction of any other provision in or obligation under this Agreement, and (ii) the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision in or obligation under this Agreement

[Consider whether contractual recognition language (pursuant to Article 55 of the EU Bank Recovery and Resolution Directive) is required to be included in the case of instruments to be issued on or after a United Kingdom departure from the European Union.]

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 Equinor UK 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

EQUINOR ASA
Forusbeen 50
N-4035 Stavanger
Norway
Telefax No: + 47 51 99 90 17
Attention: Compliance Officer, Group Finance
 
By:
 
[EQUINOR ENERGY 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 EQUINOR ASA
Email: corpsov4@bnymellon.com


Copy to Fax: +44 207 964 2536

 

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DEED OF COVENANT

10 MAY 2019

 

EQUINOR ASA

 

in respect of a
€20,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME

 

 

 


ALLEN & OVERY

Allen & Overy LLP

0010155-0002840 ICM:32661813.2

 


 

THIS DEED OF COVENANT is made on 10 May 2019 by EQUINOR ASA (the Issuer) in favour of the account holders specified below of Clearstream Banking S.A., Euroclear Bank SA/NV, 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 10 May 2019 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 10 May 2019) and interest coupons (the Coupons) appertaining to the Definitive Note(s) (if appropriate) had been issued in respect of its Underlying Note(s) and such Definitive Notes(s) and Coupons (if appropriate) were held and beneficially owned by such Relevant Account Holder.

NOW THIS DEED WITNESSES AS FOLLOWS:

1. If at any time the bearer of the Global Note ceases to have rights under it in accordance with the terms thereof, the Issuer hereby undertakes and covenants with each Relevant Account Holder (other than when any Relevant Clearing System is an account holder of any other Relevant Clearing System) that each Relevant Account Holder shall automatically acquire at the Relevant Time, without the need for any further action on behalf of any person, against the relevant Issuer all those rights which such Relevant Account Holder would have had if at the Relevant Time it held and beneficially owned duly executed and authenticated Definitive Note(s) and Coupons (if appropriate) in respect of each Underlying Note represented by such Global Note which such Relevant Account

 

2


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.

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

 

3


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 Equinor UK 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 EQUINOR ASA AS )
and signed and )
delivered as a deed on its )
behalf by )
in the presence of: )
   
Witness's Signature  
   
Name:  
   
Address:  

 

 

4


 

 

DEED OF GUARANTEE

10 MAY 2019

 

EQUINOR ENERGY AS

as Guarantor

€20,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

 

 

 


ALLEN & OVERY

Allen & Overy LLP

0010155-0002840 ICM:32661813.2

 


 

 

CONTENTS

Clause   Page

1.

Guarantee and Indemnity 1
2. Taxation 2
3. The Conditions 3
4. Benefit of Undertakings and Covenants 3
5. Deposit of Deed 3
6. Amendment 3
7. Contracts (Rights of Third Parties) Act 1999 3
8. Governing Law and Jurisdiction 3
9. Agent for Service of Process 4
     
  Signatories 5

 


 

THIS DEED OF GUARANTEE is made on 10 May 2019

BY:

EQUINOR ENERGY AS of Forusbeen 50, N-4035 Stavanger, Norway (the Guarantor),

in favour of the Holders (as defined below).

WHEREAS:

Equinor ASA (the Issuer) and the Guarantor have entered into an Amended and Restated Programme Agreement dated 10 May 2019 with Banco Santander, S.A., Barclays Bank Ireland PLC, Barclays Bank PLC, BNP Paribas, BofA Securities Europe SA, CIBC World Markets plc, Citigroup Global Markets Europe AG, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Danske Bank A/S, Deutsche Bank AG, London Branch, DnB Bank ASA, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc, Jyske Bank A/S, Merrill Lynch International, Mizuho International plc, Mizuho Securities Europe GmbH, Morgan Stanley & Co. International plc, Nordea Bank Abp, Skandinaviska Enskilda Banken AB (publ), Société Générale, Svenska Handelsbanken AB (publ) and Swedbank AB (publ) as Dealers (the Programme Agreement which expression includes the same as it may be amended, supplemented or restated from time to time) under which the Issuer proposes from time to time to issue Euro Medium Term Notes, including, for the avoidance of doubt, VPS Notes (together, the Notes).

(A) The Issuer and, inter alios, the Guarantor have entered into an Amended and Restated Agency Agreement dated 10 May 2019 with the agents named therein (the Agency Agreement, which expression includes the same as it may be amended, restated or supplemented from time to time).

(B) The Issuer has executed a Deed of Covenant dated 10 May 2019 (the Deed of Covenant, which expression includes the same as it may be amended, supplemented or restated from time to time) relating to the Global Notes issued by the Issuer pursuant to the Programme Agreement.

(C) If so indicated in the Final Terms in relation to any Series of Notes, the Guarantor agrees to guarantee the Issuer’s obligations under the Notes as set forth herein.

(D) References herein to Notes include any Underlying Notes (as defined in the Deed of Covenant). References herein to Coupons are to Coupons relating to the Notes. References herein to Holder are to any Noteholder, VPS Noteholder, Couponholder or, in relation to any Underlying Notes, any Relevant Account Holder (each as defined in the Agency Agreement or the Deed of Covenant).

(E) Terms defined in the terms and conditions of the Notes other than VPS Notes or terms and conditions of the VPS Notes (the Conditions) and in the Agency Agreement and not otherwise defined in this Deed shall have the same meaning when used in this Deed unless the context requires otherwise.

NOW THIS DEED WITNESSES as follows:

1. GUARANTEE AND INDEMNITY

1.1 The Guarantor unconditionally and irrevocably guarantees that, if for any reason the Issuer does not pay any sum payable by it under any Note or Coupon (whether or not attached to it) on the date specified for such payment (whether on the normal due date, on acceleration or otherwise), the Guarantor will pay that sum in the currency in which it is payable under such Note to the Holder from time to time on demand to the Guarantor.

 

 

1


 

1.2 As between the Guarantor and each Holder but without affecting the Issuer's obligations, the Guarantor will be liable under this Deed as if it were the sole principal debtor and not merely a surety. Accordingly, it will not be discharged, nor will its liability be affected, by anything which would not discharge it or affect its liability if it were the sole principal debtor (including (a) any time, indulgence, concession, waiver or consent at any time given to the Issuer or any other person, (b) any amendment or supplement to any of the Conditions or to any security or other guarantee or indemnity; provided however, that, notwithstanding the foregoing, no such amendment or supplement shall, without the consent of the Guarantor, increase the principal amount of the Notes or the interest rate thereon or impose or increase any premium payable upon redemption thereof, (c) the making or absence of any demand on the Issuer or any other person for payment, (d) the enforcement or absence of enforcement of any Note or any Coupon or of any security or other guarantee or indemnity, (e) the taking, existence or release of any security, guarantee or indemnity, (f) the winding-up, dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person or (g) the illegality, invalidity or unenforceability of or any defect in any provision of any Note or any Coupon or any of the Issuer's obligations under any of them).

1.3 The Guarantor's obligations under this Deed are and will remain in full force and effect by way of continuing security until no sum remains payable under the Notes or any Coupons. Furthermore, these obligations of the Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the Guarantor or otherwise, and may be enforced without first having recourse to the Issuer, any other person, any security or any other guarantee or indemnity. The Guarantor irrevocably waives all notices and demands whatsoever.

1.4 So long as any sum remains payable under any Note or any Coupon no right of the Guarantor, by reason of the performance of any of its obligations under this Deed, to be indemnified by the Issuer or to take the benefit of or enforce any security or other guarantee or indemnity shall be exercised or enforced.

1.5 The Guarantor shall on demand indemnify the relevant Holder against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under any relevant Note or Coupon and the Guarantor shall in any event pay to it on demand the amount as refunded by it.

1.6 As separate, independent and alternative stipulations, the Guarantor unconditionally and irrevocably agrees: (a) that any sum which, although expressed to be payable by the Issuer under any Note or any Coupon, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor or any Holder) not recoverable from the Guarantor on the basis of a guarantee shall nevertheless be recoverable from it if it were the sole principal debtor and shall be paid by it to the relevant Holder on demand and (b) as a primary obligation to indemnify each Holder against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under any Note or any Coupon not being paid by the time, on the date and otherwise in the manner specified therein or any payment obligation of the Issuer under any Note or any Coupon being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor or any Holder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum.

2. TAXATION

All payments by the Guarantor under this Deed shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever

 

 

2


 

nature imposed, levied, collected, withheld or assessed by or within the Kingdom of Norway or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In such event the Guarantor shall pay such additional amounts as will result in receipt by the Holders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in the circumstances set out in Condition 7 of the Terms and Conditions of the Notes other than VPS Notes and Condition 7 of the Terms and Conditions of the VPS Notes, as applicable.

3. THE CONDITIONS

The Conditions shall apply, where the context so admits, with any necessary consequential modifications, to the Guarantor and to its obligations under this Deed. For the avoidance of doubt, in Condition 2 (Status of the Notes and the Guarantee) the payment obligations shall include those of the Guarantor under this Deed.

4. BENEFIT OF UNDERTAKINGS AND COVENANTS

The Guarantor agrees that the benefit of the undertakings and the covenants binding upon it contained in this Deed shall be for the benefit of each and every Holder and each Holder shall be entitled severally to enforce such obligations against the Guarantor.

5. DEPOSIT OF DEED

This Deed shall be deposited with and held to the exclusion of the Guarantor by the Agent at its specified office for the time being under the Conditions and the Guarantor hereby acknowledges the right of every Holder to production of this Deed and, upon request and payment of the expenses incurred in connection therewith, to the production of a copy hereof certified by the Agent to be a true and complete copy.

6. AMENDMENT

This Deed may only be amended in the same way as (i) in the case of VPS Notes, the Terms and Conditions of the VPS Notes are capable of amendment under the VPS Trustee Agreement, and (ii) in the case of Notes other than VPS Notes, the Terms and Conditions of the Notes other than VPS Notes are capable of amendment under Schedule 4 of the Agency Agreement.

7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

8. GOVERNING LAW AND JURISDICTION

8.1 This Deed and all non-contractual obligations arising out of or in connection with shall be governed by, and construed in accordance with, English law.

8.2 The courts of England have jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) or the consequences of its nullity (a Dispute). The Guarantor irrevocably submits to the jurisdiction of such courts and waives any objection to the taking of any legal action or proceedings relating to a Dispute (Proceedings) in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each Holder and, to the extent

 

 

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allowed by applicable law, shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

9. AGENT FOR SERVICE OF PROCESS

The Guarantor irrevocably appoints Equinor UK Limited at its registered office in England at One Kingdom Street, Paddington Central, London W2 6BD as its agent in England to receive service of process in respect of any Proceedings in England. If for any reason it does not have such an agent for service of process the Guarantor will promptly appoint a substitute process agent and notify the Noteholders of such appointment in accordance with the Conditions. Nothing herein shall affect the right to serve process in any other manner permitted by law.

IN WITNESS whereof this Deed has been executed as a deed on the date stated at the beginning.

 

 

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SIGNATORIES

EQUINOR ENERGY AS

EXECUTED as a DEED under seal

)

by EQUINOR ENERGY AS )
and signed and )
delivered as a deed on its )
behalf by )
in the presence of: )
   
Witness's Signature  
   
Name:  
   
Address:  

 

 

5


 

Code of conduct

 

Dear Colleague,


Our vision for Equinor is to be recognised as a company that is shaping the future of energy. Our innovative and collaborative culture is central to realising this vision. In Equinor, how we deliver is as important as what we deliver. I strongly believe that an ethical business culture is the cornerstone of a sustainable company.

This Code of Conduct is your guide to ethical business practice. It reflects our values and our belief that conducting business in an ethical and transparent manner is not just the right way to work, but is the only way to work. The Code of Conduct includes mandatory requirements for everyone who works on behalf of Equinor. My expectation is that the Code of Conduct, together with your good judgment, will lead you to the right decisions. You should seek guidance from your leader or other internal resources referred to in the Code of Conduct if you are uncertain on how to proceed.

Fundamental changes are happening in our industry. From geopolitics and energy markets to our industry and our climate, we face new realities. But our commitment to high ethical standards in our business operations stays firm. It is more important than ever to earn the trust of our stakeholders - our people, our owners, our business partners and our communities. The Code of Conduct will assist us in earning and sustaining this trust and in building a prosperous company for the future.

We must work together to create our future Equinor. I want Equinor to continue to be a leader in ethical business conduct. I expect that you carefully consider your business decisions to ensure that they are in line with the Code of Conduct. Only then will we maintain Equinor’s reputation and continue to earn the trust that allows the company to succeed with our vision – the Equinor Way.

Eldar Sætre, CEO


Table of contents

1    The Equinor Way
1.1 Equinor’s Commitment
1.2 Our Code of Conduct
1.3 YourResponsibilities
1.4 Responsibilities for Leaders
1.5 Asking Questions and Reporting Concerns
1.6 Ethics Helpline
1.7 Non-Retaliation Policy
1.8 Consequences of Breaches
1.9 Ethics and Compliance in Equinor

2    Respecting our People
2.1 Equality and Diversity
2.2 Harassment and Intimidation
2.3 Safety and Security
2.4 Privacy and Data Protection
2.5  Drugs and Alcohol
2.6 Purchase of Sexual Services

3    Conducting our Operations
3.1 Anti-Corruption
3.2 Conflict of Interest
3.3 Directorships and Ownership Interests
3.4 International Trade Restrictions
3.5 Anti-Money Laundering
3.6 Financial and Business Records and Reporting
3.7 Property and Assets
3.8 IT Systems
3.9 Information Management and Confidentiality

1 The Equinor way

 

1.1 Equinor’s Commitment

Our ability to create value is dependent on applying high ethical standards to create a trust-based relationship with our people, our owners, our business partners and our communities.

In our business activities, we will comply with applicable laws, act in an ethical, sustainable and socially responsible manner, practice good corporate governance and respect internationally recognised human rights. We will maintain an open dialogue on ethical issues, internally and externally.

 

1.2 Our Code of Conduct

The Code of Conduct (the Code) sets out our expectations, commitments and requirements for ethical conduct. The Code applies to Equinor’s board members, employees and hired contractors. The Code reflects our values: Open, Collaborative, Courageous, Caring. The Code includes our most important requirements, provides references to more detailed requirements in our governing documents and refers to other helpful resources. However, the Code does not remove the need for you to exercise good judgment. The Code has been approved by the Equinor’s Board of Directors and provided for in The Equinor Book.

 

1.3 Your Responsibilities

We set high ethical standards for everyone who acts on Equinor’s behalf. It is your responsibility to comply with the Code, both in letter and in spirit. You are also responsible for complying with other governing documents and applicable laws relevant to your work.

What this means to you

• Familiarise yourself with the Code as well as other governing documents and applicable laws relevant to your work.

• Act comfortably within our ethical standards and within the law. Operating in a grey zone increases the risk of things going wrong. When in doubt, disclose the issue to your leader and discuss it openly.

• Spend sufficient time on difficult decisions and raise issues early. The wrong decisions are often taken when things have not been thought through properly and you are pressured into taking a rash decision.

• If there is a difference between a legal requirement and the Code, apply the most stringent standard.

• Participate in required ethics and compliance training and confirm annually that you have familiarised yourself and will comply with the Code.

 

1.4 Responsibilities for Leaders


We are committed to recruit and continuously develop the best leaders for our company. We expect our leaders to demonstrate ownership and commitment to our ethical standards by what they say and do. As a leader you must ensure that activities within your area of responsibility are carried out in accordance with the Code, other governing documents and applicable laws. 

What this means to you
• Be a role model for ethical leadership through promotion of compliance and ethics. Show by behaviour what it means to act with integrity.

• Communicate the requirements in the Code and provide advice with respect to its interpretation and application.

• Create an environment where people feel comfortable speaking up and asking questions without risk of retaliation.

• Be consistent when enforcing our standards and holding people accountable for their behaviour at work.

• Make sure your team members participate in required ethics and compliance training.

 

1.5 Asking Questions and Reporting Concerns


The Code aims at being as clear and direct as possible, but it cannot address every situation that may arise. We have an open communications policy, and you should raise questions or seek advice when you are uncertain on how to proceed in any given situation.

If you suspect a possible violation of the Code or other unethical conduct, it is your duty to report this immediately. This includes any attempt of corruption you may become aware of. We recognise that raising a concern is not always easy and we have several channels for taking concerns forward.

What this means to you
• Inform your leader immediately if you become aware of any activity that you think is a violation of the Code. Alternatively, you can contact your leader’s superior.

• If you do not feel comfortable with those options, you can contact your local human resources representative, your local compliance officer or the ethics and compliance function.

• If you are uncomfortable using any of these channels, you can report your concern to the Ethics Helpline.

• You may use the same channels to ask any questions regarding compliance with the Code.

• General questions regarding the interpretation of the Code may also be addressed to Service@Equinor

 

1.6 The Ethics Helpline


The Ethics Helpline is a multi-language service available 24 hours a day, 7 days a week and provides a toll-free phone service and a web submission portal. It is available for any person who has a legitimate concern. You may choose to remain anonymous where allowed by law.

 

1.7 Non-Retaliation Policy


We will not tolerate any form of retaliation against any person who has raised an ethical or legal concern in good faith. Acting in good faith means that you have made a sincere report in a responsible manner through any of the channels listed above. This applies even if your report does not turn out to be an actual violation.

 

1.8 Consequences of Breaches


We will not tolerate any breaches of the Code or the law. Potential misconduct may be investigated by corporate audit or other relevant internal or external experts. We will pursue remedial measures if you breach the Code or laws. The same applies to leaders who disregard or tolerate such breaches either through negligence or actual knowledge. The remedial measures may include termination of your employment contract and reporting to relevant authorities.

Incidents of ethical misconduct shall be registered and reported in accordance with our governing documents.

1.9 Ethics and Compliance in Equinor


We work in a systematic manner to ensure compliance with the Code and applicable laws. Our ethics and compliance function, headed by the Chief Compliance Officer, is responsible for supervising Equinor’s ethics and compliance activities, including providing guidance on the Code and following up potential breaches. The Chief Compliance Officer will appoint one compliance officer to assist in such work for each business area and for selected corporate staffs. The business areas and corporate staffs shall appoint local compliance officers where required.

The corporate executive committee constitutes Equinor’s ethics committee. In addition, ethics committees have been established in the business areas and most corporate staffs, comprising the respective management teams. The committees will ensure a strong focus on, common understanding of, and compliance with Equinor’s ethical requirements.

• Equinor Book - App. D Committees
• FR16 People and leadership
• WR2417 Ethics incident investigation
and reporting
• WR2595 The compliance officer role

 

2 Respecting our people

2.1 Equality and Diversity

Every employee is an important member of the Equinor team, and we value diversity of people. We are committed to providing an environment recognised for its equality and diversity, and we will treat everyone with fairness, respect and dignity. We do not tolerate any discrimination of colleagues or others affected by our operations. Discrimination includes all unequal treatment, exclusion or preference based on race, gender, age, disability, sexual orientation, religion, political views, national or ethnic origin or any other characteristic that results in compromising the principle of equality.

What this means to you
• Treat everyone with fairness, respect and dignity.

• Base your work-related decisions on merit and not on other characteristics that result in compromising the principle of equality.

 

2.2 Harassment and Intimidation


Courtesy and respect are important aspects of a sound working environment and business dealings. We expect you to treat everyone you meet through work or work-related activities in a respectful manner. We will not tolerate any verbal or physical conduct that harasses others, disrupts others work performance or creates a hostile work environment.

What this means to you
• Take steps to create and maintain a good working environment.

• Never engage in harassment, bullying, workplace violence or other behaviour that colleagues or business partners may regard as threatening or degrading.

• Offensive messages, derogatory remarks and inappropriate jokes are never acceptable.

• Respect other people’s customs or culture.

 

2.3 Safety and Security


Equinor’s safety and security vision is zero harm. We are committed to providing a safe and secure environment for all personnel on our facilities and job sites. Safety and security in this context means prevention of all accidents and incidents related to people, environment and assets. We are continuously working on improving and enhancing our efforts on safety and security. 

What this means to you
• Safety and security is everyone’s responsibility, and you must understand and act on your responsibilities to contribute to a safe and secure work environment.

• Stop work immediately if you consider it unsafe.

• Report as soon as possible any incident or unsafe condition.

• Know the emergency procedures that apply where you work.

 

2.4 Privacy and Data Protection


Privacy and data protection laws protect the integrity and confidentiality of a person’s private information. We are committed to protecting the privacy rights of our employees and everyone with whom we do business. We will only use personal data for appropriate purposes, and personal data will be processed in accordance with Equinor’s binding corporate rules for processing of personal data.

What this means to you
• Respect the privacy of your colleagues. If your job includes handling personally identifiable data, ensure that you are familiar with and comply with our internal requirements on processing of personal data.

• If you have permanent or regular access to personal data, or if you are involved in the collection of personal data, take appropriate training.

 

2.5 Drugs and Alcohol


Equinor is a drug and alcohol-free workplace. We will not tolerate anyone being under the influence of drugs or alcohol while at work for Equinor. Limited amounts of alcohol may, however, be consumed when local custom and occasion make it appropriate, and provided the consumption is not combined with operating machinery, driving or any other incompatible activity. Tests for drugs and alcohol may be conducted whenever deemed necessary and in accordance with applicable laws.

What this means to you
• Never work under the influence of drugs or alcohol.

• Be conscious about work-related events where alcohol is served and show moderation.

 

2.6 Purchase of Sexual Services


Purchase of sexual services may be illegal, support human trafficking and pose a security risk. Human trafficking is a violation of human rights. We prohibit the purchase of sexual services when on assignments or business trips for Equinor.

What this means to you
• Never purchase sexual services when you are on business trips or other assignments, including long-term expatriation.

• Never condone or encourage your colleagues to purchase sexual services.

• FR10 Safety and security
• FR16 People and leadership
• Handling bullying complaint
• Equinor Data Protection Officer

 

3 Conducting our operations

 

3.1 Anti-Corruption


Corruption undermines legitimate business activities, distorts competition, ruins reputations and exposes companies and individuals to risk. We have zero tolerance for corruption in any form, including bribery, facilitation payments and trading in influence. We will comply with all applicable anti-corruption laws and regulations and take active steps to ensure that corruption does not occur in relation to Equinor’s business activities.

Transparency is vital in the combat of corruption. We are committed to conducting our business activities in an open and transparent manner, promoting transparency in our industry and supporting efforts to combat corruption worldwide.

What this means to you
• Never engage in, authorise or tolerate corruption at any time for any reason.

• Never offer or accept an improper advantage. An improper advantage is an advantage that has no legitimate business purpose and is given to influence the recipient’s decision making.

• Payment extorted from you under threat of life, health, safety or illegal detention is allowed and will not result in any form of retaliation, but you must report the payment immediately.

• Know your business partner, follow our integrity due diligence requirements and never engage others to do something we cannot ethically or legally do ourselves.

• Participate in required anti-corruption training and understand the risks you face in your work.

 

3.2 Conflict of Interest


Equinor respects your right to manage your personal affairs and investments. However, a conflict of interest may occur when your personal interests and Equinor’s interests are different and this may interfere with your ability to make the right decision for Equinor. We expect you to always act in the best interest of Equinor when you are representing the company. You should also avoid situations that could be perceived as a conflict of interest

What this means to you
• Do not work in connection with any Equinor transaction in which you, your partner, close relative, or any other person with whom you or they have close relations or has a financial interest.

• The same restriction applies where there are other circumstances that undermine trust in your ability to act in the best interest of Equinor.

• Be open, disclose and discuss with your leader any situation that might lead to an actual or perceived conflict of interest

 

3.3 Directorships and Ownership Interests


We expect you to spend your full working day on Equinor matters. Before accepting external directorships or other material assignments, you
must obtain prior written consent from your senior vice president or, for any employees above this level, your leader. If you hold directorships on behalf of Equinor, you are not entitled to board remuneration, but if you hold directorships in a private capacity,
you may retain any remuneration paid. Elected employee representatives on the board of Equinor ASA may receive the remuneration decided by the corporate assembly.

There are certain specific requirements for registering directorships for the following group of employees: (1 ) The CEO, executive vice presidents and senior vice presidents; (2) employee representatives on the board of Equinor ASA and (3) employees exerting influence on Equinor’s procurement or other contract awards. These categories of employees must register all directorships, including those appointed based on their position in Equinor, in our personnel data system (People@Equinor). This information must be updated on a continuous basis and verified once a year.

Furthermore, employees in groups (1) and (2) cannot hold ownership interests, or options to ownership interests, directly or indirectly, in any company that does or seeks to do business with Equinor if exerting influence on business decisions related to such company. The same applies to companies that are competitors to Equinor. This prohibition does not apply to ownership interests in securities funds, unit trusts or shares in Equinor ASA.

What this means to you
• Ensure you have the required approval before accepting a directorship or material assignment for another company.

• Note the special requirements for registration of directorships for certain employees.

• Note the special prohibition of ownership interests in other companies for certain employees.


3.4 International Trade Restrictions


Countries can impose various economic sanctions restrictions targeting business dealings with specific countries, economic sectors, entities or individuals of concern. Export controls on the export or in-country transfer of certain restricted items, technology and software are also common. We will comply with all applicable economic sanctions as well as export and import control laws. We will assess whether government authorisation is required before engaging in activities involving restricted items, sanctioned parties or countries and will obtain and comply with all required authorisations.

What this means to you

• Screen your business partners, suppliers and other parties against relevant restricted parties’ lists.

• Obtain and comply with necessary governmental licences where cross-border export or import activity involves restricted items, technology or software.

• Be mindful that both sanctions and export control regulations are complex and subject to frequent changes. Stay updated on the rules applicable to your business activity.

• Seek advice from the legal department if asked to deal with a sanctioned party, market or country.

 

3.5 Anti-Money Laundering


Money laundering supports criminal activity, including drug trafficking, terrorism, corruption and tax evasion. Money laundering is the processes of disguising the proceeds of crime in order to hide its illegal origins or otherwise dealing with the proceeds of crime. Criminal proceeds include not only money, but all forms of assets, real estate and intangible property that are derived from criminal activity. We will comply with all applicable anti-money laundering laws.

What this means to you
• Even though few of us will come across money laundering issues, be attentive to attempts to make payments in cash or otherwise involving unusual banking arrangements.

• Seek advice from the legal department if you need a better understanding of money laundering and how to mitigate such risk to Equinor.

• Know your business partners and make sure you follow our integrity due diligence requirements.

 

3.6 Financial and Business Records and Reporting


Recording and reporting financial or non-financial information completely, accurately and objectively is essential for Equinor’s credibility and reputation. It is also a prerequisite for meeting legal and regulatory obligations and standards. We are committed to transparency and accuracy in all our dealings, and we will provide full, fair, accurate and understandable disclosures in our financial reports, documents filed with regulatory authorities and in other public communications.

What this means to you
• The data and information you submit in our books and records must be accurate, complete and reliable. This includes both financial and non- financial information, such as environmental data and operations reports.

• Any accounting information you provide must be correct and registered in accordance with applicable laws and relevant accounting standards.

• Never enter false, misleading or artificial entries in our books and records. Any such intentional act may be treated as fraud.

• Always exercise the highest standard of care when preparing business, operations and financial records to ensure full, fair, accurate and understandable information in all our reporting and public communications

• If you suspect or become aware of any improper financial business records and reporting or allegations of such, you shall report it to your leader or the Ethics Helpline immediately.

 

3.7 Property and Assets


We trust you with Equinor’s assets so that you can effectively do your work. You are responsible for safeguarding those assets against loss, theft and misuse. Equinor’s assets include facilities, equipment, computers, software, information, intangible property rights and financial assets. We will not tolerate any misuse of our assets for personal benefit or any intentional misstatements regarding registered working hours or reimbursements. Taking company property from our facilities without permission is regarded as theft.

What this means to you
• Any use of Equinor’s assets for purposes not directly related to our business, unless specifically provided for in this Code, requires permission from your leader.

• Ensure that documents used to obtain company funds and property are accurate and complete. This includes time sheets, invoices, benefit claims and travel and expense reimbursement reports and underlying documentation. Inaccurate or unsubstantiated records may be treated as fraud

• As a leader you must ensure proper control before you approve any time sheets, invoices, benefit claims and travel and expense reimbursement reports and underlying documentation for people in your team.

 

3.8 IT Systems

The use of our IT systems must be based on business needs. Information produced and stored on our IT systems is Equinor’s property and may be accessed in accordance with applicable law. Cyber-attacks and malicious activity is a continuous threat to Equinor, and use of our IT solutions and equipment may be monitored to detect such risk. This includes blocking access to inappropriate web sites and interception of any information transmitted by or stored on our IT systems.

What this means to you
• Maintain electronic files and archives in an orderly manner.

• Never use our IT systems to perform illegal or unethical activities, including downloading or sending offensive material.

• You must be vigilant of cyber-attacks and malicious activity such as phishing and immediately report any incidents.

• Limited personal use of our IT systems is permitted, but such use should be kept to a minimum and have no adverse effect on cost, IT security or productivity. This includes the private use of social media.

• Respect computer software copyrights and comply with the terms and conditions of software licences.

 

3.9 Information Management and Confidentiality


During the course of business, we gain and produce information that is vital to our financial and business integrity. Such information may, however, also be valuable for competitors and others. We will protect information created by us, or given to us, to ensure appropriate confidentiality and integrity. It is important to share information across the organisation to ensure collaboration, efficiency and experience transfer, but information transfer and access must take place in accordance with our security classification system for information management.

What this means to you
• Make sure you are familiar with and comply with our information management and security classification system when handling company information.

• Do not use Equinor’s information acquired through your work for personal advantage or for the purpose of competing with Equinor.

• You have a duty of confidentiality, which applies even after your employment or assignment with Equinor has ended.

 

3.10 Inside Information


Equinor supports fair and open securities markets wherever we operate. You may become aware of information about Equinor or other companies that is not publicly available. Such information may constitute inside information. Inside information is precise information likely to have a significant effect on the price of securities and which is not publicly available or commonly known to the market. If you are in possession of inside information, even if acquired incidentally, you have a legal duty of confidentiality and due care of handling to prevent that such information comes into the possession of unauthorised persons. Any use of inside information about Equinor or other publicly traded companies for personal gain is prohibited.

Certain persons, such as members of the board of directors or corporate executive committee, are considered primary insiders. The regulations applicable for primary insiders are significantly stricter than for other employees.

What this means to you
• Never buy or sell Equinor’s or other companies’ shares or other securities, or provide advice to others’ investment decisions, when you have inside information.

• Holders of inside information must treat this confidentially and can only pass such information to individuals who need it in their work for Equinor based on authorisation from the information owner.

• Holders of inside information relevant for the Equinor share price must be listed in Equinor’s insider listing system.

• The restriction on buying Equinor shares when you hold inside information does not prevent you from participating in our share savings program.

• FR14 Finance and control
• WR0158 Information management
• Information management and collaboration
• WR1211 Information security
• WR1366 Accounting manual
• WR1921 Primary insiders
• WR2401 Inside information
• WR2988 Integrity due diligence
• GL0358 Legal recommendations for compliance with EU/Norway sanctions related to certain countries
• Anti-corruption compliance manual
• Sanctions search tool on the integrity due diligence portal
• Handling of inside information

 

4 Relating to our business partners

 

4.1 Suppliers and Business Partners


Business relationships based on trust and transparency are vital to our business. Our suppliers and business partners are essential to our ability to do business, but can also expose us to reputational, operational and legal risk. We expect our suppliers and business partners 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 or together with us. We seek to work with others who share our commitment to ethics and compliance, and we manage risk through in-depth knowledge of our suppliers, business partners and markets. 

What this means to you
• Before you establish or amend any business relationship, you must follow our procedures for integrity due diligence.

• Communicate regularly and clearly our expectations to our suppliers and business partners.

• Report any misconduct by a supplier or business partner to your leader or any of the other reporting channels listed in the Code.

 

4.2 Intermediaries


Intermediaries are a particular type of business partner and include agents, consultants, lobbyists and others who act as a link between Equinor and others. The use of intermediaries may pose a particular risk to us, and we therefore have additional requirements for hiring intermediaries. It is mandatory to perform integrity due diligence on all intermediaries. The agreed compensation must be proportionate to the service rendered and only paid against satisfactory documentation of work performed, which must be regularly monitored. The agreement with the intermediary must be made in writing, describe the true relationship with Equinor and include an obligation to follow the Code.   

What this means to you
• Any intermediary you plan to hire must be subject to integrity due diligence.

• Monitor regularly the work performed by the intermediary to ensure it is in line with the Code.

 

4.3 Fair Competition


We believe in the benefits of competition, and Equinor will always compete in a fair and ethically justifiable manner. We will comply with all applicable competition laws. We will not engage in or tolerate anyone who engages in anti-competitive behaviour, such as price fixing, bid rigging, market sharing or abuse of market power.

We participate in legal collaborative projects with other companies and share necessary information required for such projects. It may nevertheless be a violation of competition laws to receive or share with competitors non-public commercially sensitive information beyond what is necessary for the legal cooperation. Commercially sensitive information includes information which may reduce uncertainty about future market conduct, such as future prices, competitive bids, commercial strategies, costs, customers and suppliers.    

What this means to you
• Do not enter into anti-competitive agreements or engage in anti-competitive conduct, such as agreeing with competitors to fix prices or to allocate markets by territory, by products or by customers.

• Never share non-public commercially sensitive information with competitors. Be vigilant of situations where such information can be exchanged, and speak up against disclosure of information by others.

• Competition laws are complex and often require a detailed assessment of facts. If you are in doubt, seek advice from the legal department.

• Participate in required competition compliance training.

 

4.4 Gifts, Hospitality and Expenses


Relationships with our business partners can be built and strengthened through legitimate networking and social interaction. However, giving or accepting gifts and hospitality may be regarded as corruption in certain situations, and we have strict limits for when we allow the giving or acceptance of gifts and hospitality.

As a general rule, we do not offer or accept gifts, except for promotional items of minimal value. In a situation where it would clearly give offence to refuse, the gift may be accepted if it is of reasonable value and handed over to Equinor immediately. We only offer or accept hospitality where there is a clear business reason for Equinor to participate and the costs involved are reasonable. We will always pay our own costs related to travel, accommodation and other related expenses. Except as otherwise stated in the Code, we do not pay travel, accommodation and other related expenses for others.   

What this means to you
• Never offer or accept gifts, except for promotional items of minimal value.

• Before accepting or offering hospitality, ensure that it is in line with our requirements. Written approval from your leader is required unless the hospitality clearly is acceptable.

• Ask yourself how the acceptance or offer would be perceived by others and never offer or accept anything that is or could be perceived as an improper advantage.

• Ensure that all acceptance and offering of hospitality are open, transparent and properly documented.

• WR1837 Inspections by authorities
• WR2447 Competition law compliance
• WR2452 Joint venture management related to anti-corruption compliance
• WR2988 Integrity due diligence
• GL0537 Offering and accepting gifts, hospitality and expenses
• Integrity due diligence portal
• Competition compliance manual

 

5 Working with our communities

 

5.1 Community Engagement


Stakeholder engagement is a central element of our commitment to create lasting local value, and we aim to create such value to local communities through our business activities. In our dialogue and engagement with them we seek to understand their expectations and explore opportunities for mutual benefits, and how we can avoid adversely impacting community members. Solutions must be relevant to our business needs and local conditions and comply with our values, policies and local regulations. Our contribution to communities may include direct and indirect local employment, local procurement of goods and services, local infrastructure development and capacity building as well as social investments.  

What this means to you
• Actively identify opportunities related to our activities that can contribute to local value creation through local employment, procurement and capacity development.

• Consider how communities affect our activities and the impact our activities have on communities and take this into account when making business decisions.

• Ensure that social contributions are made in compliance with our anti-corruption requirements.

 

5.2 Human Rights


We are committed to respecting all internationally recognised human rights. We will conduct our business consistently with the United Nations Guiding Principles on Business and Human Rights and the ten principles of the United Nations Global Compact. We will avoid infringing on the human rights of others and endeavour to appropriately address adverse human rights impacts with which we are involved.

What this means to you
• Respect the human rights of people in communities impacted by our activities, including in relation to their use of land, water and other natural resources.

• Oppose all forms of human trafficking, forced labour and illicit forms of child labour in our operations or value chain.

• Report any human rights abuse in our operations or in those of our business partners.

 

5.3 Environment


We are committed to preventing harm to the environment and aiming for outstanding natural resource efficiency in our business activities. We actively work to limit greenhouse gas emissions from our activities and will comply with all applicable environmental laws and regulations.  

What this means to you
• Consider the impacts our activities have on the natural environment and ensure this is taken into account when making business decisions.

• Contribute actively to efficient use of resources, carbon efficient operations and prevention of harm to the natural environment.

5.4 Public Communication


We believe that open, honest and accurate communication is essential to our integrity and business success. We will communicate about Equinor in a consistent manner, and only authorised persons may talk to the media, members of the investment community or make statements on Equinor’s behalf on social media. Any private use of social media must not breach confidentiality obligations and should not compromise Equinor’s reputation or business interests.  

What this means to you
• Do not speak on Equinor’s behalf unless authorised to do so. Enquiries from the media shall be directed to corporate communication.

• If you participate in social media, use good judgement and show respect towards your colleagues, business partners and communities. Be vigilant that participating in social media may represent a security risk.

5.5 Public Affairs


We will make Equinor’s position known on important industry matters through proactive engagement with government policy makers and other stakeholders, such as the media, civil society and international institutions. However, we will not make gifts, donations or otherwise support political parties or individual politicians. We may nevertheless be members of interest organisations relevant for our industry that support political parties or certain political issues. Any hiring of lobbyists will be in accordance with applicable law and subject to full disclosure to any external party they wish to influence that the lobbyist represents Equinor.

What this means to you
• Do not use company funds or resources to support any political candidates or party. Never use your position in Equinor to try to influence any person to make political contributions.

• Ensure that all contracts with lobbyists impose an obligation to disclose to any external party they wish to influence that the lobbyist represents Equinor.

• If you choose to participate in political activities or give any public contributions, this must be personal and not linked to Equinor.

 

5.6 Public Officials


In our business operations or public affairs activities, we often interact with public officials. Many countries have rules regarding accepted conduct when dealing with public officials, such as prohibiting giving anything of value. We will never offer or authorise anything of value or payments to public officials unless specifically provided for in the Code. We can, however, cover the reasonable and legitimate expenses of public officials when they are related to the promotion or demonstration of our products or services or the execution of a contract with a government. 

What this means to you
• Take particular care when interacting with public officials.

• Never offer or agree to pay travel or accommodation for any public official unless a hosting application has been completed and properly approved.

 

• FR13 Communication
• WR1803 Management of social investment projects
• WR2297 The rights of indigenous and tribal people
• WR2614 Community grievance mechanisms
• GL0626 Community engagement guidelines
• Human rights policy
• Hosting form for public officials

 

The Code of Conduct will be printed in updated versions when deemed necessary. However, any changes will be updated in the electronic version as and when required, and this will always represent the most recent edition.

 

COS_150379, Ver. 2, 2018
The Equinor Book App. F -  Code of conduct

 

 

 

 I, Eldar Sætre, certify that:

 

1. I have reviewed this annual report on Form 20-F of Equinor 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 beingsuch 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’sother 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:       20 March 2020

By:          /s/ Eldar Sætre                                    

Name: Eldar Sætre

Title: President and Chief Executive Officer

 

 

 

 

 

I, Lars Christian Bacher, certify that:

 

1. I have reviewed this annual report on Form 20-F of Equinor 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:       20 March 2020
By:          /s/ Lars Christian Bacher                                    

Name:Lars Christian Bacher

Title: Executive Vice President and Chief Financial Officer

 

 

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Equinor 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 2019 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:       20 March 2020
By:          /s/ Eldar Sætre                                    
Name:    Eldar Sætre
Title:      President and Chief Executive Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)


Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Equinor 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 2019 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:      20 March 2020
By:          /s/ Lars Christian Bacher                                            

Name:    Lars Christian Bacher
Title:      Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form F-3 No. 333-221130) of Equinor ASA,

(2) Registration Statement (Form F-3 No. 333-221130-01) of Equinor Energy AS, and

(3) Registration Statement (Form S-8 No. 333-168426) pertaining to the 2004 Employee Share Purchase Plan of Equinor ASA;

of our report dated 19 March 2020, with respect to the consolidated financial statements of Equinor ASA and the effectiveness of internal control over financial reporting of Equinor ASA included in this Annual Report (Form 20-F) of Equinor ASA for the year ended 31 December 2019

/s/ Ernst & Young AS
Stavanger, Norway


20 March 2020

 

KPMG AS

Forusparken 2
Postboks 57
4064 Stavanger

Consent of Independent Registered Public Accounting Firm

The board of directors
Equinor ASA

We consent to the incorporation by reference in the registration statement (No. 333-168426) on Form S-8 of Equinor ASA, in the registration statement (No. 333-221130) on Form F-3ASR of Equinor ASA, and in the registration statement (No. 333-221130-01) on Form F-3ASR of Equinor Energy AS of our report dated 5 March 2019, with respect to the consolidated balance sheet of Equinor ASA and subsidiaries as of 31 December 2018, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended 31 December 2018, and the related notes (collectively the "consolidated financial statements"), before the effects of the adjustments to retrospectively apply the change in reclassification of Physically settled commodity derivatives as presented in Note 3, and retrospectively apply the disaggregation of Natural gas revenues in Note 3, which report appears in the 31 December 2019 annual report on Form 20-F of Equinor ASA.


Our report with respect to the 2018 consolidated financial statements refers to a change in policy for lifting imbalances.


/s/ KPMG AS


Stavanger, Norway
20 March 2020

DeGolyer and MacNaughton

500 | Spring Valley Road
Suite 800 East
Dallas, Texas 75244

March 19, 2020

Equinor 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, 2019, of Equinor ASA (the Form 20-F), to the inclusion of our report of third party dated February 14, 2020, concerning our independent evaluation, as of December 31, 2019, of certain oil and gas properties in which Equinor ASA has represented it holds an interest (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 Equinor North America, Inc. 2004 Employee Share Purchase Plan and in the Registration Statement on Form F-3 (File No. 333-221130) of Equinor ASA and Equinor Energy AS.

Very truly yours,
/s/ 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, 2020

Equinor ASA
Forusbeen 50
N-4035 Stavanger
Norway

 

Ladies and Gentlemen:


Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2019, of the estimated net proved oil, condensate, liquefied petroleum gas (LPG), and sales gas reserves of certain properties (Table 1) in which Equinor ASA (Equinor) has represented it holds an interest. This evaluation was completed on February 14, 2020. Equinor has represented that these properties account for 100 percent, on a net equivalent barrel basis, of Equinor’s net proved reserves as of December 31, 2019, and that Equinor’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 Equinor that it represents to be Equinor’s estimates of the net reserves, as of December 31, 2019, 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 Equinor.

Reserves estimated herein are expressed as net reserves as represented by Equinor and as estimated by DeGolyer and MacNaughton. Gross reserves are defined as the total estimated petroleum remaining to be produced from these properties after December 31, 2019. Net reserves are defined as that portion of the gross reserves attributable to the interests held by Equinor after deducting all interests held by others.

Estimates of reserves should be regarded only as estimates that may change as further production history and additional information become available. Not only are such estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

Information used in the preparation of this report was obtained from Equinor. In the preparation of this report we have relied, without independent verification, upon information furnished by Equinor with respect to the property interests being evaluated, 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. Field examinations of the properties were not considered necessary for the purposes of this report.

Definition of Reserves

Petroleum reserves estimated by Equinor and by us included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used by Equinor and by us in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using known production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves – Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:
(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12‑month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Developed oil and gas reserves – Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves – Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

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 the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC and 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 (revised June 2019) Approved by the SPE Board on 25 June 2019” and in Monograph 3 and Monograph 4 published by the Society of Petroleum Evaluation Engineers. 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 Equinor, and analyses of areas offsetting existing wells with test or production data, reserves were classified as proved. The proved undeveloped reserves estimates were based on opportunities identified in the plan of development provided by Equinor.

Equinor has represented that its senior management is committed to the development plan provided by Equinor and that Equinor has the financial capability to execute the development plan, including the drilling and completion of wells and the installation of equipment and facilities.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and original gas in place (OGIP). Structure maps were prepared to delineate each reservoir, and isopach maps were constructed to estimate reservoir volume. Electrical logs, radioactivity logs, 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 and OGIP.

For those fields where the volumetric method was applied, estimates of ultimate recovery were obtained after applying recovery factors to OOIP and 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 reservoirs, and the production histories. When applicable, material-balance and other engineering methods were used to estimate recovery factors based on an analysis of reservoir pressure and reservoir fluid properties.

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-curve or other performance relationships. In the analyses of production decline curves, reserves were estimated only to the limits of economic production as defined under the Definition of Reserves heading of this report or to the limit of production licenses as appropriate.

For the evaluation of unconventional reservoirs, a performance-based methodology integrating the appropriate geology and petroleum engineering data was utilized for this report. 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. These analyses were performed for all well groupings (or type-curve areas).

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 effect of dynamic reservoir and fracture parameters on well performance, and complex situations sourced by the nature of unconventional reservoirs.

In certain cases, reserves were estimated by incorporating elements of analogy with similar wells or reservoirs for which more complete data were available.

Data provided by Equinor from wells drilled through October 31, 2019, and made available for this evaluation were used to prepare the reserves estimates herein. These reserves estimates were based on consideration of monthly production data available for certain properties only through October 2019. Estimated cumulative production, as of December 31, 2019, was deducted from the estimated gross ultimate recovery to estimate gross reserves. This required that production be estimated for up to 2 months.

Oil and condensate reserves estimated herein are those to be recovered by normal field separation. LPG reserves estimated herein consist primarily of propane and butane fractions and are the result of low-temperature plant processing. Oil, condensate, and LPG reserves included in this report are expressed in millions of barrels (106bbl). In these estimates, 1 barrel equals 42 United States gallons.

Gas quantities estimated herein are expressed as sales gas. 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 estimated herein are reported as sales gas. Gas reserves estimated herein are expressed at a temperature base of 15.6 degrees Celsius (°C) and at a pressure base of 14.696 pounds per square inch absolute (psia). Gas reserves presented in this report are expressed in billions of cubic feet (109ft3).

Gas quantities are identified by the type of reservoir from which the gas will be produced. Nonassociated gas is gas at initial reservoir conditions with no oil present in the reservoir. Associated gas includes both gas-cap gas and solution gas. Gas-cap gas is gas at initial reservoir conditions and is in communication with an underlying oil zone. Solution gas is gas dissolved in oil at initial reservoir conditions. The gas quantities estimated herein include associated and nonassociated gas reserves.

At the request of Equinor, sales gas reserves estimated herein were converted to oil equivalent using an energy equivalent factor of 5,612 cubic feet of gas per 1 barrel of oil equivalent. This conversion factor was provided by Equinor.

Primary Economic Assumptions

This report has been prepared using initial prices, expenses, and costs provided by Equinor in United States dollars (U.S.$). Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB). The following economic assumptions were used for estimating the reserves reported herein:

Oil, Condensate, and LPG Prices

Equinor has represented that the oil, condensate, and LPG prices provided for this study were based on a 12-month average price (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. Equinor supplied differentials by field to a Brent oil reference price of U.S.$63.04 per barrel and the prices were held constant thereafter. The volume-weighted average prices attributable to the proved reserves estimated in this report were U.S.$60.04 per barrel for oil, U.S.$55.37 per barrel for condensate, and U.S.$29.96 per barrel for LPG.

Gas Prices

Equinor has also represented that the gas prices provided for this study 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 Equinor is subject to contract prices, and the range of such prices is varied. Where appropriate, Equinor supplied differentials by field to a United Kingdom National Balancing Point Index of U.S.$4.50 per million Btu reference price and the prices were held constant thereafter. The volume-weighted average gas price in this report was U.S.$5.12 per million Btu.

Operating Expenses, Capital Costs, and Abandonment Costs

Historical and budgeted operating expenses, capital costs, and abandonment costs, provided by Equinor, were used in estimating future costs required to operate the properties. In certain cases, future expenditures, either higher or lower than existing expenditures, may have been used because of anticipated changes in operating conditions; however, no general escalation that might result from inflation was applied. Abandonment costs are those costs associated with the removal of equipment, plugging of wells, and reclamation and restoration associated with the abandonment. The abandonment costs were not escalated for inflation and are inclusive of costs incurred for existing wells and facilities as well as those for future development associated with the proved reserves estimated herein.

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 FASB and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, and 1202(a) (1), (2), (3), (4), (8), and 1203(a) of Regulation S–K of the SEC; 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.

Summary of Conclusions

Equinor has represented that its estimated net proved reserves attributable to the evaluated properties were based on the definition of proved reserves of the SEC. Equinor has represented that its estimates of the net proved reserves, as of December 31, 2019, attributable to these properties, which represent 100 percent of Equinor’s reserves on a net equivalent basis, are summarized as follows, expressed in millions of barrels (106bbl), billions of cubic feet (109ft3), and millions of barrels of oil equivalent (106boe):

 

 

Estimated by Equinor
Net Proved Reserves as of December 31, 2019

 

 

Oil and
Condensate
(106bbl)

 

LPG
(106bbl)

 

SALES
GAS
(109FT 3 )

 

OIL
EQUIVALENT
(106BOE)

Properties Evaluated by
DeGolyer and MacNaughton

 

 

 

 

 

 

 

 

Total Proved

 

2,575

 

337

 

17,355

 

6,004

 

 

 

 

 

 

 

 

 

Note: Sales gas reserves estimated herein were converted to oil equivalent using an energy equivalent factor of 5,612 cubic feet of gas per 1 barrel of oil equivalent.

DeGolyer and MacNaughton’s independent estimates of Equinor’s net proved reserves, as of December 31, 2019, attributable to the evaluated properties were based on the definition of proved reserves of the SEC and are summarized as follows, expressed in millions of barrels (106bbl), billions of cubic feet (109ft3), and millions of barrels of oil equivalent (106boe):

 

 

Estimated by DeGolyer and MacNaughton
Net Proved Reserves as of December 31, 2019

 

 

OIL
(106BBL)

 

OIL AND
CONDENSATE
(106BBL)

 

LPG
(106BBL)

 

SALES
GAS
(109FT3 )

 

OIL
EQUIVALENT
(106BOE)

Properties Evaluated by
DeGolyer and MacNaughton

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Proved

 

2,529

 

112

 

323

 

17,191

 

6,027

 

 

 

 

 

 

 

 

 

 

 

Note: Sales gas reserves estimated herein were converted to oil equivalent using an energy equivalent factor of 5,612 cubic feet of gas per 1 barrel of oil equivalent.

In comparing the detailed net proved reserves estimates prepared by DeGolyer and MacNaughton and by Equinor, differences have been found, both positive and negative, resulting in an aggregate difference of less than one percent when compared on the basis of net equivalent barrels. It is DeGolyer and MacNaughton’s opinion that the net proved reserves estimates prepared by Equinor on the properties evaluated 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.

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, 2019, estimated reserves.

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 Equinor. Our fees were not contingent on the results of our evaluation. This letter report has been prepared at the request of Equinor. DeGolyer and MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare 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
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 firm did prepare the report of third party addressed to Equinor dated February 14, 2020, and that I, as Senior Vice President, was responsible for the preparation of this report of third party.

  2. That I attended Texas A&M University, and that I graduated with a Bachelor of Science degree in Petroleum 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; that I am a member of the European Association of Geoscientists and Engineers; and that I have in excess of 36 years of experience in oil and gas reservoir studies and evaluations.

SIGNED: February 14, 2020

/s/ Regnald A. Boles

_________________

Regnald A. Boles, P.E.
Senior Vice President
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

 

Roncador

Canada

 

 

Hebron

 

Hibernia

 

Hibernia South Extension Unit

 

Terra Nova

Ireland

 

 

Corrib

 

Libya

 

Mabruk

 

Murzuk


TABLE 1 – (Continued)

 

 

 

Country

Field

Nigeria

 

 

Agbami

Norway

 

 

Aasta Hansteen

 

Aerfugl

 

Alve

 

Asgard-Midgard

 

Asgard-Smorbukk

 

Asgard-Smorbukk South

 

Bauge

 

Byrding

 

Ekofisk

 

Eldfisk

 

Embla

 

Enoch

 

Fram C-East

 

Fram East

 

Fram H-North

 

Fram West

 

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

 

Norne

 

Ormen Lange

 

Oseberg

   
TABLE 1 – (Continued)

 

Country

Field

 

Norway – (Continued)

 

Oseberg East

 

Oseberg South

 

Rhea

 

Rimfaks

 

Sigyn

 

Skarv

 

Skinfaks

 

Skuld

 

Sleipner East

 

Sleipner West

 

Snefrid North

 

Snohvit Area

 

Snorre North

 

Snorre South

 

Statfjord

 

Statfjord East

 

Statfjord North

 

Svalin

 

Sygna

 

Titan

 

Tor

 

Tordis Area

 

Trestakk

 

Troll Area

 

Tune

 

Tyrihans

 

Urd

 

Utgard

 

Valemon

 

Veslefrikk

 

Vigdis

 

Vigdis-Borg Northwest

 

Vigdis East

 

Vigdis Northeast

 

Vilje

 

Visund

 

Visund South

   
TABLE 1 – (Continued)

 

Country

Field

 

 

Russia

 

 

Kharyaga

 

North Komsomolskoye

United Kingdom  
 

Barnacle

  Mariner
United States

 

 

APB North Non Op

 

APB Op

 

APB South Op

 

Bakken NOP

 

Bakken Op

 

Green Canyon Blocks 683/726/727/770 (Caesar-Tonga)

 

Green Canyon Blocks 859/903 (Heidelberg)

 

Green Canyon – Stampede

 

Green Canyon – Tahiti

 

Green Canyon – Titan

 

Green Canyon – Vito

 

Walker Ridge – Big Foot

 

Walker Ridge – Jack

 

Walker Ridge – Julia

 

Walker Ridge – St. Malo