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TOTAL Form 20-F 2014

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20-F_VA_210*270 23/03/15 22:13 Page1 see you on total.com Form 20-F 2014 TOTAL S.A. Form 20-F 2014 Registered Office: 2, place Jean Millier - La Défense 6 92400 Courbevoie - France Share capital: 5,963,168,812.50 euros Reception: +33 (0)1 47 44 45 46 542 051 180 RCS Nanterre International Investor Relations: +44 (0)207 719 7962 total.com North American Investor Relations: +1 (713) 483-5070 S.A. March 2015. Cover photo: © TOTAL. TOTAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 20-F/A (Amendment No.1) (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, 2014 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. 2,385,267,525 Shares, par value €2.50 each, as of December 31, 2014 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 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS . 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 . 88 Item 5. Operating and Financial Review and Prospects . 89 Item 6. Directors, Senior Management and Employees . 101 Directors and Senior Management . 101 Compensation . 109 Corporate Governance . 128 Employees and Share Ownership . 140 Item 7. Major Shareholders and Related Party Transactions . 144 Item 8. Financial Information . 146 Item 9. The Offer and Listing . 150 Item 10. Additional Information . 151 Item 11. Quantitative and Qualitative Disclosures About Market Risk . 167 Item 12. Description of Securities Other than Equity Securities . 167 Item 13. Defaults, Dividend Arrearages and Delinquencies . 168 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds . 168 Item 15. Controls and Procedures . 168 Item 16A. Audit Committee Financial Expert . 168 Item 16B. Code of Ethics . 168 Item 16C. Principal Accountant Fees and Services . 169 Item 16D. Exemptions from the Listing Standards for Audit Committees . 169 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers . 170 Item 16F. Change in Registrant’s Certifying Accountant . 170 Item 16G. Corporate Governance . 170 Item 16H. Mine Safety Disclosure . 173 Item 17. Financial Statements . 173 Item 18. Financial Statements . 173 Item 19. Exhibits . 173 Explanatory Note This Amendment No. 1 on Form 20-F/A (“Amendment No. 1”) to the Annual Report on Form 20-F of TOTAL S.A. (the “Company”) for the fiscal year ended December 31, 2014, filed on March 26, 2015 (the “2014 Form 20-F”), amends the Supplemental Oil and Gas Information starting on page S-1 in order to correct figures on pages S-3, S-6, S-8, S-9, S-13, S-14, S-15 and S-17. Other than as set forth herein, the Company has not modified or updated any other disclosures and has made no changes to the items or sections in the Company’s 2014 Form 20-F. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any part of the Company’s 2014 Form 20-F or reflect any events that have occurred after the 2014 Form 20-F was filed on March 26, 2015. The filing of this Amendment No. 1, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the original filing are true and complete as of any date subsequent to March 26, 2015. Accordingly, this Amendment No. 1 should be read in conjunction with the 2014 Form 20-F and the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to March 26, 2015, including any amendments to such documents. 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, 2014. 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, 2014. 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 — 7. Documents on Display”. No material on the TOTAL website forms any part of this Annual Report on Form 20-F. References in this document to documents on the TOTAL website are included as an aid to their location and are not incorporated by reference into this document. Certain terms.
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