UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
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(CHECK ONE) |
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Registration statement pursuant to Section 12 of the Securities and Exchange Act of 1934 |
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Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For
the fiscal year ended: December 31, 2013
Commission File Number: 001-06665
TALISMAN ENERGY INC.
(Exact name of Registrant as specified in its charter)
Canada |
1311 (Primary standard industrial classification code number, if applicable) |
Not applicable (I.R.S. employer identification number, if applicable) |
Suite 2000, 888 - 3rd Street S.W.
Calgary, Alberta
Canada T2P 5C5
(403) 237-1234
(Address and telephone number of Registrant's principal executive office)
CT CORPORATION SYSTEM
111 Eighth Avenue, 13th Floor,
New York, NY 100112
(212) 894-2700
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class: |
Name of each exchange on which registered: Toronto Stock Exchange New York Stock Exchange |
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Securities
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:
5.125% Notes due 2015
7.75% Notes due 2019
3.75% Notes due 2021
7.25% Debentures due 2027
5.75% Notes due 2035
5.85% Notes due 2037
6.25% Notes due 2038
5.50% Notes due 2042
For annual reports, indicate by check mark the information filed with this Form:
ý Annual Information Form |
ý Audited Annual Financial Statements |
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.
Common Shares: 1,035,687,784
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ý |
No o |
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 o |
No o |
The following documents, or the portions thereof indicated below, that are filed as exhibits to this Annual Report on Form 40-F, are incorporated herein by this reference.
This Form 40-F contains or incorporates by reference information that constitutes "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. Forward-looking information is included throughout the Annual Report on Form 40-F and the documents incorporated by reference herein including among other places: (1) in the Annual Information Form of the Registrant dated March 3, 2014 under the headings "General Development of the Business", "Description of the Business", "Corporate Responsibility and Environmental Protection", "Market for the Securities of the Company", "Legal Proceedings" and "Risk Factors"; and (2) in the Management's Discussion and Analysis of the Registrant dated March 3, 2014 under the headings "2014 Performance Highlights", "Strategy and Outlook" and "Risk Factors". This forward-looking information includes, among others, statements regarding:
Statements concerning oil and gas reserves contained in the Schedule "A" of the Annual Information Form and the Management's Discussion and Analysis may be deemed to be forward-looking information as they involve the implied assessment that the resources described can be profitably produced in the future. The Company priorities disclosed in this 40-F are objectives only and their achievement cannot be guaranteed.
The factors or assumptions on which the forward-looking information is based include: assumptions inherent in current guidance; projected capital investment levels; the flexibility of capital spending plans and the associated sources of funding; the successful and timely implementation of capital projects; the continuation of tax, royalty and regulatory regimes; ability to obtain regulatory and partner approval; commodity price and cost assumptions; and other risks and uncertainties described in the filings made by the Company with securities regulatory authorities. The Company believes the material factors, expectations and assumptions reflected in the forward-looking information are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to be correct. Forward-looking information for periods past 2014 assumes escalating commodity prices.
Closing of any transactions will be subject to receipt of all necessary regulatory approvals and completion of definitive agreements.
Undue reliance should not be placed on forward-looking information. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks which could cause actual results to vary and in some instances to differ materially from those anticipated by Talisman and described in the forward-looking information contained in this Form 40-F and the documents incorporated herein by reference. The material risk factors include, but are not limited to: the risks of the oil and gas industry, such as operational risks in exploring for, developing and producing crude oil and natural gas; risks and uncertainties involving geology of oil and gas deposits; risks associated with project management, project delays and/or cost overruns; uncertainty related to securing sufficient egress and access to markets; the uncertainty of reserves and resources estimates, reserves life and underlying reservoir risk; the uncertainty of estimates and projections relating to production, costs and expenses, including decommissioning liabilities; risks related to strategic and capital allocation decisions, including potential delays or changes in plans with respect to exploration or development projects or capital expenditures; fluctuations in oil and gas prices, foreign currency exchange rates, interest rates and tax or royalty rates; the outcome and effects of any future acquisitions and dispositions; health, safety, security and environmental risks, including risks related to the possibility of major accidents; environmental regulatory and compliance risks, including with respect to greenhouse gases and hydraulic fracturing; uncertainties as to access to capital, including the availability and cost of credit and other financing, and changes in capital markets; risks in conducting foreign operations (for example, civil, political and fiscal instability and corruption); risks related to the attraction, retention and development of personnel; changes in general economic and business conditions; the possibility that government policies, regulations or laws may change or governmental approvals may be delayed or withheld; and results of the Company's risk mitigation strategies, including insurance and any hedging activities.
The foregoing list of risk factors is not exhaustive. Additional information on these and other factors which could affect the Registrant's operations or financial results or strategy are included: (1) under the heading "Risk Factors" in the Annual Information Form; (2) in the Report on Reserves Data by the Registrant's Internal Qualified Reserves Evaluator and in the Report of Management and Directors on Oil and Gas Disclosure, attached as schedules to the Annual Information Form; (3) under the heading "Risk Factors" in the Management's Discussion and Analysis; and (4) elsewhere in the Annual Information Form and Management's Discussion and Analysis. In addition, information is available in the Registrant's other reports on file with Canadian securities regulatory authorities and the United States Securities and Exchange Commission.
Forward-looking information is based on the estimates and opinions of the Registrant's management at the time the information is presented. The Registrant assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change, except as required by law.
NOTE TO UNITED STATES READERS—DIFFERENCES IN UNITED STATES AND
CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this Annual Report on Form 40-F, in accordance with International Financial Reporting Standards ("IFRS"), and they may be subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of United States companies.
Acquiring, holding or disposing of the Registrant's securities may subject you to tax consequences both in the United States and Canada. Tax consequences of acquiring, holding and disposing of the Registrant's securities are not described in this Annual Report on Form 40-F.
Information regarding the Registrant's internal control over financial reporting and disclosure controls and procedures is included in the Registrant's Management's Discussion and Analysis incorporated herein by reference. The Management Report on Internal Control over Financial Reporting is included in the Registrant's comparative audited Consolidated Financial Statements incorporated herein by reference.
The results of management's assessment of internal control over financial reporting were reviewed with the Audit Committee of the Registrant's Board of Directors. The Registrant's independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of the Registrant's internal control over financial reporting. Ernst & Young LLP's attestation is located in the Independent Auditor's Report on Internal Controls under Standards of the Public Company Accounting Oversight Board (United States) which is incorporated by reference in this Annual Report on Form 40-F as part of Exhibit 99.7.
NOTICES PURSUANT TO REGULATION BTR
None.
The Registrant's Board of Directors is comprised of a majority of independent directors in accordance with the requirements of Sections 303A.01 and 303A.02 of the NYSE Listed Company Manual ("NYSE Manual"). The Board of Directors has determined that all directors of Talisman are independent with the exception of the President and Chief Executive Officer and Henry Sykes. The Chairman of the Board and all Committee Chairs are independent.
The composition of the Board of Directors, including the independence of the Chairman, ensures that the Board has in place appropriate structures and procedures to ensure that the Board can function independently of management. After each regularly scheduled and special Board meeting, "non-management directors" (as that term is defined in the NYSE Manual) meet independently of management directors. Charles R. Williamson, the Chairman of the Board of Directors, serves as the presiding director at all meetings of the Board, including in camera sessions without management present.
The Board of Directors has established six committees: the Audit Committee, the Governance and Nominating Committee, the Human Resources Committee, the Health, Safety, Environment and Corporate Responsibility Committee, the Reserves Committee and the CEO Succession Committee. All committees are composed entirely of independent directors, with the exception of the Health, Safety, Environment and Corporate Responsibility Committee and the Reserves Committee which are composed of a majority of independent directors. The terms of reference of the Board and its committees may be obtained from the Registrant's website at www.talisman-energy.com or upon request from: Corporate and Investor Communications Department, Talisman Energy Inc., 2000, 888 - 3rd Street SW, Calgary, Alberta, T2P 5C5, or by email at: tlm@talisman-energy.com.
The Registrant operates under corporate governance practices that are consistent with the requirements of Section 303A.09 of the NYSE Manual. The Registrant's corporate governance practices also satisfy a substantial majority of the NYSE corporate governance listing standards applicable to US companies. A summary of the Registrant's corporate governance practices and a description of the material ways in which the Registrant's corporate governance practices differ from those applicable to US companies is at www.talisman-energy.com or upon request from: Corporate and Investor Communications Department, Talisman Energy Inc., 2000, 888 - 3rd Street SW, Calgary, Alberta, T2P 5C5, or by email at: tlm@talisman-energy.com.
The Registrant has adopted a Policy on Business Conduct and Ethics ("PBCE"), which is applicable to all directors, officers and employees. A copy of the PBCE can be obtained from the Registrant's website at www.talisman-energy.com or without charge, upon request from: Corporate and Investor Communications Department, Talisman Energy Inc., 2000, 888 - 3rd Street S.W., Calgary, Alberta T2P 5C5, or by email at: tlm@talisman-energy.com.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant's Board of Directors has determined that Michael T. Waites, a member of the Audit Committee, qualifies as an audit committee financial expert (as defined in paragraph (8)(b) of General Instruction B of Form 40-F) and is independent as defined by the NYSE Manual.
AUDIT COMMITTEE INFORMATION, AUDIT FEES, AUDIT-RELATED FEES, TAX FEES AND
ALL OTHER FEES
The Registrant has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, and which satisfies the requirements of Rule 10A-3 of the Exchange Act. The members of the Audit Committee are: Donald J. Carty, William R. P. Dalton (Chair), Thomas W. Ebbern, Michael T. Waites and Charles M. Winograd.
The following information is included in Schedule "B" of the Registrant's Annual Information Form:
OFF-BALANCE SHEET TRANSACTIONS AND CONTRACTUAL OBLIGATIONS
Information regarding off-balance sheet transactions and contractual obligations of the Registrant is included in Management's Discussion and Analysis of the Registrant under the headings "Commitments and Off-Balance Sheet Arrangements" and "Risk Management" and in note 24 of the audited Consolidated Financial Statements of the Registrant, which are incorporated by reference in this Annual Report on Form 40-F.
Not applicable.
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.
The Registrant has previously filed with the Commission a written consent to service of process and power of attorney on Form F-X (File No. 333-180401). Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
SUPPLEMENTAL RESERVES INFORMATION
See Exhibit 99.8 for the Supplemental Reserves Information, which is included as an Exhibit to this Annual Report on Form 40-F.
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
Registrant: |
TALISMAN ENERGY INC. | |||
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By: |
/s/ ROBERT R. ROONEY |
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Name: | Robert R. Rooney | ||
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Title: | Executive Vice-President and General Counsel |
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Date: March 3, 2014
Exhibits
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Description
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99.1 |
Certifications of the Chief Executive Officer and Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | |
99.2 |
Certifications of the Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. | |
99.3 |
Consent of Ernst & Young LLP. | |
99.4 |
Consent of Mark Ireland, Internal Qualified Reserves Evaluator. | |
99.5 |
Annual Information Form of the Registrant dated March 3, 2014. | |
99.6 |
Management's Discussion and Analysis of the Registrant dated March 3, 2014. | |
99.7 |
Comparative Audited Consolidated Financial Statements of the Registrant, including notes thereto, together with Independent Auditors' Report thereon as at and for the year ended December 31, 2013, the Independent Auditors' Report on Internal Controls Under Standards of The Public Company Accounting Oversight Board (United States) as at December 31, 2013 and the Management Report on Internal Control over Financial Reporting. | |
99.8 |
Supplemental Reserves Information. |