Filed pursuant to Rule 425
of the Securities Act of 1933
Filer: Statoil ASA
Filer’s Exchange Act File No.: 1-15200
Norsk Hydro’s Exchange Act File No.: 1-9159
FORWARD LOOKING STATEMENTS
This Operating and Financial Review contains certain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts, including, among others, statements such as those regarding Statoil’s oil and gas production forecasts; production costs and other measures; targets with respect to participation in drilling and exploration activities; plans for future development and operation of projects; expected exploration and development activities or expenditures; expected start-up dates for projects and operatorships; expected gains from the sale of assets; expected acquisitions or dispositions of assets; expected receipt of regulatory and other approvals required for acquisitions and mergers and expected closings of transactions are forward-looking statements. Forward-looking statements are sometimes, but not always, identified by such phrases as “will”, “expects”, “is expected to”, “should”, “may”, “is likely to”, “intends” and “believes”. These forward-looking statements reflect current views with respect to 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; currency exchange rates; political and economic policies of Norway and other oil-producing countries; general economic conditions; political stability and economic growth in relevant areas of the world; global political events and actions, including war, terrorism and sanctions; the timing of bringing new fields on stream; material differences from reserves estimates; inability to find and develop reserves; adverse changes in tax regimes; development and use of new technology; geological or technical difficulties; the actions of competitors; the actions of field partners; the actions of governments; relevant governmental approvals; industrial actions by workers; prolonged adverse weather conditions; natural disasters and other changes to business conditions. Additional information, including information on factors which may affect Statoil’s business, is contained in Statoil’s 2006 Annual Report on Form 20-F filed with the US Securities and Exchange Commission, which can be found on Statoil’s web site at www.statoil.com.
Use and reconciliation of non-GAAP financial measures
Statoil is subject to SEC regulations regarding the use of “non-GAAP financial measures” in public disclosures. Non-GAAP financial measures are defined as numerical measures that either exclude or include amounts that are not excluded or included in the comparable measures calculated and presented in accordance with GAAP.
For more information on our use of non-GAAP financial measures, see Item 5 - Operating and Financial Review and Prospects - Use of Non-GAAP Financial Measures in Statoil’s 2006 Annual Report on Form 20-F/A.
The following financial measures may be considered non-GAAP financial measures:
EPS |
1Q 06 |
1Q 07 |
Change |
NOK |
4.92 |
3.58 |
-27% |
USD |
0.75 |
0.59 |
-21% |
All numbers according to IFRS
Net operating income down 28% from 1Q 2006
Production affected by
12-month rolling ROACE based on reported results for 1Q 2007
Source: Morgan Stanley
* Morgan Stanley estimates
Net operating income down 17% from 1Q 2006
Net operating income down 5% from 1Q 2006
* Internal margins down from NOK 0.76/scm in 1Q 2006 to NOK 0.36/scm in 1Q 2007
Net operating income down NOK 3.8 bn from 1Q 2006
Manufacturing & Marketing
Net operating income down 27% from 1Q 2006
Net debt to capital employed*
*Debt to capital employed ratio = Net interest-bearing debt/capital employed
** Adjusted for 50% of upcoming tax payment (due on April 1, 2007)
Production (1 000 boepd) |
1 150 – 1 2001 |
Production cost (NOK/boe) |
> NOK 302 |
Exploration expenditure (NOK bn) |
approx 9 bn3 |
Capex 2005-2007 (NOK bn) |
approx 1204 |
1 Based on an average oil price of USD 60 per bbl
2 Normalised at NOK 6.00/USD and adjusted for PSA effects
3 Approx 40 wells
4 Excluding acquisitions
Disclaimer:
This press release does not constitute an offer to exchange or sell or an offer to exchange or buy any securities.
An offer of securities in the United States pursuant to a business combination transaction will only be made through a prospectus which is part of an effective registration statement filed with the US Securities and Exchange Commission. Hydro shareholders who are US persons or are located in the United States are advised to read the registration statement when and if it is declared effective by the US Securities and Exchange Commission because it will contain important information relating to the proposed transaction. You will be able to inspect and copy the registration statement relating to the proposed transaction and documents incorporated by reference at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Statoil’s SEC filings are also available to the public at the SEC's web site at http://www.sec.gov. In addition Statoil will make the effective registration statement available for free to Hydro shareholders in the United States.