Form 20-F 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 20-F (Mark One) ‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 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: 1-10888 TOTAL S.A. (Exact Name of Registrant as Specified in Its Charter) Republic of France (Jurisdiction of Incorporation or Organization) 2, place Jean Millier La Défense 6 92400 Courbevoie France (Address of Principal Executive Offices) Patrick de La Chevardière Chief Financial Officer TOTAL S.A. 2, place Jean Millier La Défense 6 92400 Courbevoie France Tel: +33 (0)1 47 44 45 46 Fax: +33 (0)1 47 44 49 44 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered Shares New York Stock Exchange* American Depositary Shares New York Stock Exchange * Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 2,377,678,160 Shares, par value €2.50 each, as of December 31, 2013 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í 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 Í 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 Í No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).** Yes ‘ No ‘ ** This requirement is not currently applicable to the registrant. 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 Í Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by the International U.S. GAAP ‘ Accounting Standards Board Í 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. Item17 ‘ 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 Í TABLE OF CONTENTS Page CERTAIN TERMS . i ABBREVIATIONS . ii CONVERSION TABLE . iii Item 1. Identity of Directors, Senior Management and Advisers . 1 Item 2. Offer Statistics and Expected Timetable . 1 Item 3. Key Information . 1 Selected Financial Data . 1 Exchange Rate Information . 2 Risk Factors . 2 Item 4. Information on the Company . 9 History and Development . 9 Business Overview . 9 Other Matters . 46 Item 4A. Unresolved Staff Comments . 78 Item 5. Operating and Financial Review and Prospects . 78 Item 6. Directors, Senior Management and Employees . 91 Directors and Senior Management . 91 Compensation . 99 Corporate Governance . 118 Employees and Share Ownership . 128 Item 7. Major Shareholders and Related Party Transactions . 132 Item 8. Financial Information . 134 Item 9. The Offer and Listing . 137 Item 10. Additional Information . 138 Item 11. Quantitative and Qualitative Disclosures About Market Risk . 151 Item 12. Description of Securities Other than Equity Securities . 152 Item 13. Defaults, Dividend Arrearages and Delinquencies . 152 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds . 152 Item 15. Controls and Procedures . 152 Item 16A. Audit Committee Financial Expert . 153 Item 16B. Code of Ethics . 153 Item 16C. Principal Accountant Fees and Services . 153 Item 16D. Exemptions from the Listing Standards for Audit Committees . 154 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers . 154 Item 16F. Change in Registrant’s Certifying Accountant . 154 Item 16G. Corporate Governance . 154 Item 16H. Mine Safety Disclosure . 157 Item 17. Financial Statements . 157 Item 18. Financial Statements . 157 Item 19. Exhibits . 157 Basis of presentation Financial information included in this Annual Report is presented according to International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS as adopted by the European Union (EU) as of December 31, 2013. Statements regarding competitive position Unless otherwise indicated, statements made in “Item 4. Information on the Company” referring to TOTAL’s competitive position are based on the Company’s estimates, and in some cases rely on a range of sources, including investment analysts’ reports, independent market studies and TOTAL’s internal assessments of market share based on publicly available information about the financial results and performance of market participants. Additional information This Annual Report on Form 20-F reports information primarily regarding TOTAL’s business, operations and financial information relating to the fiscal year ended December 31, 2013. For more recent updates regarding TOTAL, you may inspect any reports, statements or other information TOTAL files with the United States Securities and Exchange Commission (“SEC”). All of TOTAL’s SEC filings made after December 31, 2001, are available to the public at the SEC website at http://www.sec.gov and from certain commercial document retrieval services. See also “Item 10. Additional Information — Documents on Display”. Certain terms Unless the context indicates otherwise, the following terms have the meanings shown below: “acreage” The area, expressed in acres, over which TOTAL has interests in exploration or production. “ADRs” American Depositary Receipts evidencing ADSs. “ADSs” American Depositary Shares representing the shares of TOTAL S.A. “association”/“consortium”/“joint venture” Terms used to generally describe a project in which two or more entities participate. For the principles and methods of consolidation applicable to different types of joint arrangements according to IFRS, refer to Note 1 to the Consolidated Financial Statements. “barrels” Barrels of crude oil, condensates, NGL or bitumen. “Company” TOTAL S.A. “condensates” Condensates are a mixture of hydrocarbons that exist in a gaseous phase at original reservoir temperature and pressure, but that, when produced, exist in a liquid phase at surface temperature and pressure. Condensates are sometimes referred to as C5+. “crude oil” Crude oil is a mixture of compounds (mainly pentanes and heavier hydrocarbons) that exists in a liquid phase at original reservoir temperature and pressure and remains liquid at atmospheric pressure and ambient temperature. “Crude oil” or “oil” are sometimes used as generic terms to designate crude oil plus condensates plus NGL. “Depositary” The Bank of New York Mellon. “Depositary Agreement” The depositary agreement pursuant to which ADSs are issued, a copy of which is attached as Exhibit 1 to the registration statement on Form F-6 (Reg. No. 333-172005) filed with the SEC on February 1, 2011. “Group” TOTAL S.A. and its subsidiaries and affiliates. The terms TOTAL and Group are used interchangeably. “hydrocracker” A refinery unit which uses a catalyst and extraordinarily high pressure, in the presence of surplus hydrogen, to shorten molecules. “liquids” Liquids consist of crude oil, bitumen, condensates and NGL. “LNG” Liquefied natural gas. “LPG” Liquefied petroleum gas is a mixture of hydrocarbons, the principal components of which are propane and butane, in a gaseous state at atmospheric pressure, but which is liquefied under moderate pressure and ambient temperature. LPG is included in NGL. “NGL” Natural gas liquids (NGL) are a mixture of light hydrocarbons that exist in the gaseous phase at atmospheric pressure and are recovered as liquids in gas processing plants; NGL include very light hydrocarbons (ethane, propane and butane). “oil and gas” Generic term which includes all hydrocarbons (e.g., crude oil, condensates, NGL, bitumen and.