Total S.A. 20-F 2009
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
For the fiscal year ended December 31, 2008
For the transition period from to
Date of event requiring this shell company report
Commission file number: 1-10888
(Exact Name of Registrant as Specified in Its Charter)
Republic of France
(Jurisdiction of Incorporation or Organization)
2, place Jean Millier
La Défense 6
(Address of Principal Executive Offices)
Patrick de La Chevardière
Chief Financial Officer
2, place Jean Millier
La Défense 6
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.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
2,371,808,074 Shares, par value 2.50 each, as of December 31, 2008
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x 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 x
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 x 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):
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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 x
TABLE OF CONTENTS
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, 2008.
Statements Regarding Competitive Position
Unless otherwise indicated, statements made in Item 4. Information on the Company referring to TOTALs competitive position are based on the Companys estimates, and in some cases rely on a range of sources, including investment analysts reports, independent market studies and TOTALs internal assessments of market share based on publicly available information about the financial results and performance of market participants.
This Annual Report on Form 20-F reports information primarily regarding TOTALs business and operations and financial information relating to the fiscal year ended December 31, 2008. For more recent updates regarding TOTAL, you may read and copy any reports, statements or other information TOTAL files with the Securities and Exchange Commission. All of TOTALs Securities and Exchange Commission filings made after December 31, 2001, are available to the public at the Securities and Exchange Commission web site at http://www.sec.gov and from certain commercial document retrieval services. See also Item 10. Additional Information Documents on Display.
Unless the context indicates otherwise, the following terms have the meanings shown below:
Cautionary Statement Concerning Forward-Looking Statements
TOTAL has made certain forward-looking statements in this document and in the documents referred to in, or incorporated by reference into, this Annual Report. Such statements are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the management of TOTAL and on the information currently available to such management. Forward-looking statements include information concerning forecasts, projections, anticipated synergies, and other information concerning possible or assumed future results of TOTAL, and may be preceded by, followed by, or otherwise include the words believes, expects, anticipates, intends, plans, targets, estimates or similar expressions.
Forward-looking statements are not assurances of results or values. They involve risks, uncertainties and assumptions. TOTALs future results and share value may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond TOTALs ability to control or predict. Except for its ongoing obligations to disclose material information as required by applicable securities laws, TOTAL does not have any intention or obligation to update forward-looking statements after the distribution of this document, even if new information, future events or other circumstances have made them incorrect or misleading.
You should understand that various factors, certain of which are discussed elsewhere in this document and in the documents referred to in, or incorporated by reference into, this document, could affect the future results of TOTAL and could cause results to differ materially from those expressed in such forward-looking statements, including:
For additional factors, you should read the information set forth under Item 3. Risk Factors, Item 4. Information on the Company Other Matters, Item 5. Operating and Financial Review and Prospects and Item 11. Quantitative and Qualitative Disclosures about Market Risk.
ITEM 3. KEY INFORMATION
SELECTED CONSOLIDATED FINANCIAL DATA
ITEM 4. INFORMATION ON THE COMPANY
Exploration & Production
The table below sets forth the amount of TOTALs worldwide proved reserves (including both developed and undeveloped) as of the dates indicated.
PRODUCTION BY GEOGRAPHIC AREA
PRESENTATION OF PRODUCTION ACTIVITIES BY GEOGRAPHIC AREA
The table below sets forth, by country, TOTALs principal producing fields, the year in which TOTALs activities commenced, the principal type of production, the Groups interest in each field and whether TOTAL is operator of the field.
Interests in pipelines
The table below sets forth TOTALs interests in crude oil and natural gas pipelines throughout the world:
Gas & Power
The Downstream segment comprises TOTALs Refining & Marketing and Trading & Shipping divisions.
Refining & Marketing
Trading & Shipping
TOTAL is one of the worlds major traders of crude oil and refined products on the basis of volumes traded.
The table below sets forth selected information with respect to TOTALs worldwide sales and source of supply of crude oil for each of the last three years.
Supply and sales of crude oil
All of TOTALs trading activities are subject to strict internal controls and trading limits.
Throughout 2008, the Trading division maintained a level of activity similar to the levels attained in 2007 and 2006, trading physical volumes of crude oil and refined products amounting to an average of approximately 5 Mb/d.
In 2008, the principal market benchmarks stood at historically high levels of volatility:
TOTALS PRODUCTION CAPACITIES BY
MAIN PRODUCT GROUPS AND REGIONS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Critical Accounting Policies