Elf Aquitaine SA

Tour Elf
2, place de la Coupole
La Défense 6 - 92400
Courbevoie
France
(1) 47 44 45 46
Fax: (1) 47 44 78 78
Web site: http://www.elf-aquitaine.com

Public Company
Incorporated: 1976
Employees: 85,400
Sales: FFr 232.7 billion (US$34.48 billion)
Stock Exchanges: Paris Brussels Luxembourg Frankfurt
Düsseldorf Basel Geneva Zurich New York
SICs: 1311 Crude Petroleum & Natural Gas; 2911 Petroleum Refining; 5541 Gasoline Service Stations; 2869 Industrial Organic Chemicals, Not Elsewhere Classified; 2833 Medicinals & Botanicals; 1382 Oil & Gas Exploration Services; 5170 Petroleum & Petroleum Products

Elf Aquitaine SA, known simply as Elf, is France’s largest oil company and one of the world’s top ten petrochemical companies. Its more than 800 subsidiaries include hydrocarbon, chemical, and health care interests. At its core, Elf is a fully integrated oil and gas company, combining upstream production capacity from fields in more than a dozen countries worldwide with downstream operations encompassing five refineries and over 6,500 gas stations throughout Europe and West Africa. It churns out the equivalent of over one million barrels of oil every day (75 percent oil and 25 percent natural gas). Through its Elf Atochem subsidiary, the conglomerate also ranks among the world’s top chemical companies, manufacturing both basic and specialty chemicals. Elf’s Sanofi group is one of the world’s 30 leading pharmaceutical firms. This majority-owned subsidiary’s ethical drug division emphasizes treatments for the cardiovascular and central nervous systems, and its beauty products include cosmetics and perfumes under the Yves Saint Laurent, Van Cleef & Arpels, Oscar de La Renta, and other upscale brand names. In 1994, the French government sold all but 13 percent of its controlling interest in Elf, generating nearly $6 billion in the process. Ironically, the company suffered its first-ever net loss—a $1 billion shortfall—that same year.

Three World War II-Era Antecedents: RAP, SNPA, and BRP

The group was founded by the French government in 1939 as Régie Autonome des Pétroles (RAP) to exploit modest gas reserves discovered at Saint-Marcet in southwest France. But the group’s origins could be said to go back much further than that—to 1498 when Jacob Wimpfeling, a theologian from Alsace, was surprised to note mineral oil welling out of the ground at a place called Pechelbronn (fountain of pitch). Almost 500 years later, in 1970, the Antar group, which then owned Pechelbronn, was taken over by Elf. Citing this link, the company claims that the history of Elf Aquitaine “cannot be separated from history itself.” A closer connection might be perceived between the history of Elf and the history of France’s energy policy as practiced by successive governments since World War II.

The discovery of gas at Saint-Marcet in the summer of 1939 was made by a small exploration syndicate set up with public funding earlier in the decade to prospect for oil and gas in the region. It was one of a number of such organizations nationwide, the reason for whose creation was the awareness that the major oil companies had bigger and better fish to fry in other, known oil-bearing parts of the world, such as Mesopotamia. The Compagnie FranÇaise des Pétroles, Royal Dutch/Shell, and Standard Oil of New Jersey could not be expected to plow much money into looking for oil or gas in France.

The oil giants were wrong, but it was not until after the war that they were to discover it. The find at Saint-Marcet was modest, although it did continue to produce gas until 1988. The Régie Autonome des Pétroles (RAP) was immediately formed to exploit the new resource: this public body set to work to extract the gas and to build a plant for its treatment near Boussens.

In 1941 the Vichy government in southern France created the second of Elf’s forerunners, Société Nationale des Pétroles d’Aquitaine (SNPA), to look for oil and gas in the Aquitaine region. Through the efforts of SNPA, Aquitaine was to become the oil and gas province of France. During the German occupation, the management of SNPA slackened off in its efforts to find oil. SNPA’s reluctance to help in the German war effort resulted in the deportation of the company’s first chairman, Pierre Angot.

At the end of the war, President Charles de Gaulle was eager for the government to play an active role in restoring the country’s control over its energy supplies. In 1945 he created the third of Elf s forerunners, the Bureau de Recherches de Pétrole (BRP), to help the process along. The role of this publicly funded venture was—according to its founding charter—to encourage oil and gas exploration in France, its colonies, and protectorates “in the exclusive interest of the nation.” Unlike RAP, BRP was not to engage in such exploration itself, but simply to identify and invest in projects that would. As such, it owned both the RAP and the government’s share of SNPA.

African Exploration Begins After World War II

De Gaulle chose Pierre Guillaumat as the first chairman of BRP. Then 36 years old, Guillaumat was to prove the single most influential figure in the history of Elf Aquitaine. He finally retired as chairman of Elf, newly baptized with its current name, in 1977. Guillaumat’s relationship with de Gaulle was close. The French president had served under Guillaumat’s father in the army. This personal relationship was clearly a great asset for the fledgling BRP.

In the first years of its life, by far the most important investments made by BRP were in the French colony of Algeria and in equatorial Africa. Exploration in the Congo and in Gabon was largely carried out through Société des Pétroles d’Afrique Equatoriale (SPAFE), a joint venture with various French banks. Consortia were formed between SPAFE, Mobil, and Shell. In Algeria the beneficiary of BRP’s funding was SN Repal, a joint venture with colonial government and the Compagnie FranÇhise des Pétroles. Also established was Compagnie de Recherche et d’Exploitation du Pétrole du Sahara (CREPS), a further oil exploration joint venture in Algeria—this time between RAP with 65 percent and Royal Dutch/Shell with 35 percent.

BRP’s failure to discover oil in the 1940s appeared to confirm the skepticism of those who doubted that oil would ever be discovered in the Algerian Sahara. Paradoxically, it was precisely this skepticism that had encouraged the French government to set up BRP in the first place—the privately owned oil companies, with shareholders’ dividends to pay out, were not about to see large investments swallowed up by the sands of north Africa.

The job of managing BRP’s still fruitless investments in Africa was insufficiently demanding for someone of Guillaumat’s ability, in the government’s estimation. In 1950 he left BRP to become head of France’s new Atomic Energy Commission. Eight years later, as the political situation in Algeria worsened, he became de Gaulle’s minister for the army. Not until 1960 did he return to take charge of the much restructured BRP.

Major Discoveries in 1950s

If BRP was still sifting sand in the early 1950s, SNPA was proving rather more fortunate closer to home. The Lacq gas field, discovered by SNPA in southwest France in December 1951, was huge by French standards and impressive enough by any standards with reserves estimated at 250 billion cubic meters. Extracting the gas was to prove technically awkward on account of its highly toxic and corrosive impurities, notably hydrogen sulfate. But in the longer term SNPA was to turn these initial difficulties to its advantage. France became a net exporter of sulfates and the expertise SNPA acquired in treating highly sulfurous natural gas also proved eminently exportable.

All the same, the delays must have been frustrating at the beginning for SNPA’s shareholders, of which the French state, with 51 percent, was by far the largest. It took fully five years from the discovery of gas at Lacq in 1951 for a salable product to be developed.

Meanwhile the Bureau de Recherches de Pétrole was still pumping French taxpayers’ money into its African investments. Its funding increased steeply after 1953 when it became a beneficiary of a new sales tax on petroleum products in France. Four years later, the government’s tenacity proved justified; SN Repal discovered a huge gas field at Hassi R’Mel in November 1956. Earlier that year, in July, the same company had struck oil, also in large quantities, at Hassi Messaoud.

Company Perspectives:

For Elf Aquitaine, the running of the company is, above all, an état d’esprit, based on three simple guiding principles shared by everyone: L Decisions taken in the long-term interests of shareholders —All major decisions are prepared collectively by the Executive Management Committee and taken by the Board of Directors in the long-term interests of the Company and its shareholders. 2. Strategy of creating lasting value —Only a continual strategy of creating value will satisfy the long-term expectations of shareholders, customers and employees. It requires a permanent combination of ambitious development and rigorous management of a clearly defined set of strong, secure industrial assets. 3. High-quality controls, both internally and externally —The best way to protect value is the quality of the internal and external controls over the decision-making processes of the Company.

The other forerunners of Elf Aquitaine, RAP and SNPA, also struck oil in the Algerian desert at around the same time. In 1956 CREPS, the RAP and Shell joint venture, brought the Sahara’s first marketable oil to the surface at Edjeleh. The following year, SNPA discovered oil at EI Gassi. 1956 and 1957 also saw the first discoveries of oil in equatorial Africa, in Gabon and the Congo. But it was not until the early 1960s that really big discoveries were made in the region, and then not on land but at sea—in the Gulf of Guinea.

Return of Guillaumat in 1960

By 1960 the French state had significant upstream oil and gas producing capacity. Gas from the Lacq field in Aquitaine made France almost self-sufficient in this valuable commodity, and oil and gas from North Africa was gushing and bubbling to the surface in abundance.

There were two problems. The first was that the various state-funded investment and exploration companies lacked the means to transport, refine, and sell their oil and gas. Upstream, they were handsomely endowed; downstream, they had nothing—no ships, no refineries, and no service stations. The second problem was that crude oil was in plentiful supply and the heavily sulfurated Algerian oil cost more to produce and refine than oil from the Middle East. It was hard to find buyers.

The French government concluded that these were problems for Pierre Guillaumat to solve. He re-entered the oil business as chairman of 1’Union Genéralé des Pétroles (UGP) in 1960. UGP had three shareholders, all of them state-controlled. These were RAP, SN Repal, and the Groupement des Exploitants Pétroliers. This last encompassed all the active subsidiaries of BRP—including SNPA, where BRP had become responsible for the state’s investment.

Guillaumat’s task was to propose ways of rationalizing these various interests and, more urgently, to supply UGP’s shareholders with refining and distribution facilities. While he was working on these problems, the government came up with its own solution to the uncompetitive price of Algerian crude. It imposed a devoir national (national duty) on all French oil refiners and marketers to accept a certain amount of franc-zone crude, mostly from Algeria. One political argument in favor of this was that investment in oil production from such regions did not eat into French foreign currency reserves. Not surprisingly the decision did not find favor with the chairman of CFP, Victor de Metz. The vast majority of CFP’s oil production still derived from the Middle East, outside the franc-zone.

Nevertheless, from Pierre Guillaumat’s point of view the devoir national ruling was obviously very helpful. It meant that the oil discoveries in North Africa and later in Equatorial Africa were not quite the boon that the French public might reasonably have hoped for. But from the government’s standpoint at least the oil was sold and the wells stayed in business. Their produce would doubtless be more appreciated in the future.

Pierre Guillaumat set about his primary task with alacrity. In 1960 UGP bought the French operations of Caltex, a refining and distributing operation owned jointly by Texaco and Standard Oil (California). Caltex owned a refinery at Ambes near Bordeaux: UGP created a subsidiary, 1’Union Industrielle des Pétroles (UIP), to run it. UIP was owned 60 percent by UGP and 40 percent by Caltex. The association with the U.S. oil companies behind Caltex would continue over many years and branch into many areas.

UGP also bought other fairly modest distribution networks—the purchase of Caltex had given it an immediate 4 percent market share—as well as building new refineries on its own account. UGP’s smokestacks came to dominate the skyline at Feyzin near Lyons in 1964, and at Grandpuits, in 1966, and Gargenville, near Paris, in 1968. Outside France, a refinery was built at Spire in West Germany in 1965. Algerian independence in 1962 had no immediate negative impact on the group. For the time being the so-called Evian accords between the French and the Algerians protected France’s energy interests in that country.

Consolidation and Formation of Elf in Late 1960s

Large-scale rationalization took place in 1966, presided over by Pierre Guillaumat. BRP and RAP were transformed into ERAP. The majority stake in SNPA held by BRP thus passed to ERAP. Guillaumat became chairman both of the ERAP holding company and of its most dynamic subsidiary SNPA. He was to continue to hold both positions for 12 years. The group was still receiving funds from the sales tax on petroleum products—indeed, these support grants, as they were called, increased from 1966 as the government encouraged the group to diversify its oil supplies away from Algeria.

The French government’s degree of involvement in the oil industry was by no means unique in Continental Europe at the time. The Italians had created Ente Nazionale Idrocarburi (ENI) in 1953 and given it monopoly exploration rights in the Po Valley, an area long coveted by foreign oil companies. In 1965 the Spanish had conducted an exercise similar to the restructuring in France, leading to the creation of Hispanoil.

Guillaumat and ERAP were more original in the deals they struck with oil-producing nations. ERAP’s pioneering contrats d’entreprise were signed first with Iran in 1966 and two years later with Iraq. Others followed. These were essentially service contracts under which ERAP agreed to provide exploration and production skills in return for long-term crude supplies at preferential rates. The success of this arrangement in Iraq provided a framework for the amicable resolution of Franco-Iraqi differences when the Iraqi government nationalized the assets of the Compagnie FranÇaise des Pétroles, among others, in 1972.

ERAP and SNPA still lacked an instantly recognizable brand name in France. This was remedied on the nights of April 27 to 28, 1967, when the Elf name and logo were unveiled at thousands of service stations around the country. The name “Elf” was chosen—by a computer, according to corporate folklore—for its attractive connotations of nimbleness and sprightliness, and was not an acronym.

In 1970 ERAP took control of the Antar group with its three refineries and vast distribution network. The purchase left the group with almost a quarter of the French market share for oil products. The Antar brand name may still be seen in France today: It was considered too distinctive to throw away. Moreover, ERAP was not the only shareholder. CFP, with its by now longestablished Total brand name, also bought a 24 percent stake.

Algerian Nationalization Crisis in 1971

At the beginning of the 1970s ERAP still trailed CFP; in terms of sales it was about three-quarters the size of the older company. That was to change in the coming decade, but first ERAP had to overcome its greatest crisis—the nationalization of its Algerian assets. This occurred in February 1971. It was hardly unexpected, as Shell’s Algerian assets had been nationalized the previous year. During the late 1960s ERAP had been diversifying its production as rapidly as possible. New business opportunities were beginning to open up in North America, in Nigeria, in Iran and Iraq, and in the North Sea. Nevertheless, the Algerian nationalization was a heavy blow—at a stroke the group lost two-thirds of its crude oil production, together with the huge gas reserves at Hassi R’Mel.

Guillaumat anticipated that by 1975 the group would be able to re-attain its pre-nationalization production level of 180,000 barrels per day. Events proved him almost right, but 1971 was a difficult year.

Fortunately the staunch political support which Guillaumat had always enjoyed from Charles de Gaulle continued under de Gaulle’s successor as French president, Georges Pompidou. On July 29,1971, a French cabinet meeting under President Pompidou reaffirmed the government’s faith in ERAP’s future and gave its blessing to the further integration of SNPA into ERAP. This confidence was earned because SNPA had withstood the loss of the Algerian oil and gas fields rather better than other parts of the group. Oil accounted for only 22 percent of SNPA’s sales in 1970. Gas was still being plentifully and profitably produced at Lacq and, since the early 1960s, SNPA had been diversifying into petrochemicals.

An encouraging sign for the future was the discovery of the Frigg gas field in the North Sea in 1971. From 1977 this field enabled the group almost to double its gas output—Frigg was the same size as Lacq but could produce gas twice as fast. ERAP was entitled to half its production. However, in the early 1970s the development of the Frigg field imposed huge demands on ERAP’s budget.

The two oil price increases instigated by the OPEC cartel in 1973 and 1979 increased the value of reserves held by the group—which was renamed Société Nationale Elf Aquitaine in 1976—tenfold. But it wrought havoc with the group’s refining operations. Governments everywhere launched energy conservation programs and demand for refined oil products plummeted. The group closed down three refineries in France and a fourth at Spire in West Germany. At the same time, government-imposed price controls prevented ERAP and other oil companies operating in France from passing on the OPEC price rises in full measure to consumers.

The French government did not leave ERAP completely in the lurch. A tax on petrol imposed in 1974 sought to redistribute wealth away from the big petrol producers to the benefit of the major suppliers of fuel oil. In 1974 ERAP was by far the largest beneficiary.

Diversification in 1970s and 1980s

The group’s diversification efforts in the 1970s were considerable. In 1973 Sanofi, a new subsidiary, was set up to invest in Pharmaceuticals companies. It immediately bought an immunology research company, Laboratoire Michel Robilliard; a Pharmaceuticals manufacturer, Labaz; and a minority stake in cosmetics group Yves Rocher. By the late 1980s Elf Aquitaine had become the second-largest Pharmaceuticals group in France, with some 140 companies under the Sanofi umbrella.

In 1977, the year after the final merger between ERAP and SNPA to form the new Société Nationale Elf Aquitaine, Pierre Guillaumat retired. He was succeeded by Albin Chalandon, an experienced civil servant with a treasury background. Like his predecessor, Chalandon had served as a minister under Charles de Gaulle.

Chalandon raised Elf Aquitaine’s profile in the United States through the acquisition in 1981 of Texasgulf. The combination of Texasgulf s strength as a producer of mined sulfur and Elf s existing production at Lacq made the group the world’s largest producer of this mineral. Texasgulf also had huge phosphate reserves and was one of the largest U.S. fertilizer producers. The purchase tripled Elf s overall U.S. business at a stroke.

Albin Chalandon’s chairmanship at Elf lasted until 1983, when Michel Pecqueur took over. Pecqueur had formerly been head of France’s Atomic Energy Commission, a position held by Pierre Guillaumat in the early 1950s. The new chairman’s first move was to strengthen the group’s chemicals business.

“Elf Aquitaine has now truly become an oil and chemicals group,” Pecqueur told shareholders at the company’s annual general meeting in the spring of 1984. He admitted that it was a big gamble: the chemical companies grouped under the banner of Elf Aquitaine’s new subsidiary, Atochem, had been “heavy loss makers.”

Elf Aquitaine’s new-found prominence in chemicals derived from a major restructuring of this largely state-controlled industry. The group acquired chlorate and ethylene producing capacity from the state-owned chemicals group Rhone-Poulenc, and further chlorate and fluorine plants from Produits Chimique Ugine Kuhlman (PCUK). As a result of Elf s expansion in these fields, consolidated turnover in 1983 increased 17 percent to FFr 134.77 billion, only slightly behind Total Compagnie Francaise des Pétroles. Profitability took a little longer to achieve. Between 1983 and 1989 Atochem passed from a FFr 1.1 billion loss to a FFr 2.4 billion profit after tax. Elf s 1989 report described its chemical business—France’s second-largest after Rhone-Poulenc’s—as “an essential factor in the equilibrium of the group.”

A String of Acquisitions in Early 1990s

Former Rhône-Poulenc chairman Loîk Le Floch-Prigent succeeded Pecqueur as Elf chairman in 1989 with a mandate from the ruling Socialist Party to expand the oil company. That year, Elf bought the U.S. specialty chemicals firm Pennwalt for $1 billion. At the beginning of 1990, the government divided the state-owned company Orkem among Elf and Total, giving Orkem’s petrochemicals and fertilizer businesses to Elf. In the first half of 1990, no less than 42 percent of Elf’s FFr 10.2 billion operating profits came from its chemicals business.

Le Floch-Prigent cut back on Elf’s French distribution network, where margins had been squeezed by the rise of discount filling stations. The Persian Gulf crisis worsened the situation because moral pressure brought to bear by the French government on distributors prevented oil price rises from being passed on in full to the motorist. At the same time, however, the chairman was purchasing oil reserves around the world and downstream operations throughout Eastern Europe. Characterized as a big dreamer by some observers, he spent a whopping Ffr 130 billion ($23 billion) on acquisitions from 1989 to 1992. Among the largest—and to some most questionable—moves were the purchase of 75 percent of debt-ridden Occidental Petroleum Great Britain Inc., a chain of gas stations, for $1.35 billion in 1991 and $3.3 billion more on a 1,000 outlet chain of Minol Mineraloel gas stations in the former East Germany. Although some analysts criticized the high price tags of these purchases, forays afield into couture and perfumery (Yves Saint-Laurent), real estate, and textiles brought the loudest outcry from oil industry observers.

Though Elf s sales grew from Ffr 175.5 billion ($34.5 billion) in 1990 to Ffr 209.7 billion in 1993, its net income plunged from Ffr 10.6 billion ($1.9 billion) to only Ffr 1.1 billion. To be sure, some of the slide could be attributed to excess capacity, low crude oil prices, and a deep European recession. But with the March 1993 change in regime to the Conservative party under Edouard Balladur came a change at the top of Elf. That year Philippe Jaffre, former head of top French bank Credit Agricole, succeeded Le Floch-Prigent, who became chairman of Gaz de France. (Jaffre would later lodge a complaint against his predecessor, charging that Le Floch-Prigent had misused nearly Ffr 1 billion ($200 million) in Elf assets. Le Floch-Prigent was jailed for about five months in 1996 in connection with the scandal.)

Mid-1990s Restructuring

Jaffre quickly formulated a consolidation-minded restructuring, divesting non-core businesses (except, notably, Yves Saint-Laurent), slashing debt and capital spending, and reducing employment by almost 10 percent, from over 94,000 in 1993 to 85,400 by the end of 1996. Productivity, as measured by production cost-per-barrel, increased by about one-third from 1993 to mid-1997. Jaffre also spearheaded Elf’s privatization, noting that “It will increase our flexibility, facilitate raising financial resources and aid in forming alliances with major partners.” The offering of 38.2 percent of Elf s shares came in January 1994 and put an estimated $6 billion in the federal coffers. By the end of 1996, the government had sold its entire holding in Elf.

Aided in part by rising oil prices, Elf s sales increased from Ffr 209.7 billion in 1993 to Ffr 232.7 billion in 1996 despite a slew of divestments. Following a 1994 loss of Ffr 5.4 billion that was attributed to restructuring costs, net income increased to Ffr 7 billion in 1996. That year’s profit fell far short of the Ffr 10.6 billion achieved in 1990, but earned Elf praise from more than one analyst and boosted its Standard and Poor’s rating to “stable.” Shares closed 1993 at Ffr 416.7, rising to Ffr 472.3 million by the end of 1996.

In the company’s 1996 annual report, Jaffre noted: “Refocused on its core industrial activities, the Group is back on course for long-term profitable growth.” Having stabilized the company, he hoped to boost proved oil reserves through vigorous exploration, especially in Africa and South America. Coming off what the chair called “a difficult 1996,” Elf Atochem was emphasizing specialty chemicals, especially adhesives. Elf s plan for majority-owned Sanofi included an emphasis on new products and strategic joint ventures. Not surprisingly, the newly privatized conglomerate was particularly focused on “Creating] lasting shareholder value.”

Principal Subsidiaries

Elf Aquitaine Production; Elf Congo SA; Elf Petroleum UK (Holding) Plc.; Elf Exploration UK Plc.; Elf Gabon SA; Elf Hydrocarbons Ltd.; Elf Petroleum Norge A/S (Norway); Elf Hydrocarbons Holding BV; Elf Petroland BV; Elf Petroleum Nigeria Ltd.; Elf Petroleum Angola; Elf Exploration Angola; Société Elf de Recherches et d’Exploitation des Pétroles au Cameroon (76%); Elf Idrocarburi Italiana (Division Exploration-Production); Safrex; Elf Hydrocarbures Syrie; Elf Hydrocarbures Tunisie; Elf Petroleum Oman; Elf Exploration Inc.; Gaz du Sud-Ouest SA (70%); Elf Aquitaine Gaz; Elf Antar France; Filiales Grands Produits; Elf Lubrifiants; Elf Anargaz; Elf Mineraloel GmbH; Elf Oil Deutschland GmbH (Germany) (98%); Elf Oil Company Ltd.; Elf Oil Africa; Elf Oil (Switzerland); Elf Oil España (Spain); Elf Oil Benelux; Elf Idrocarburi Italiana (Refining and Marketing Division) (Italy); Mider; Socap International Ltd.; Elf Trading Inc.; Elf Trading SA (Geneve); Somarelf; Elf Atochem SA (99%); Elf Atochem North America Inc.; Sanofi; Sofaxbanque; Sogelfa; Compagnie de Participations et d’Investissements Holding SA (72%); Safrep SA; Socap Ltd.; Rivunion SA; Alphega Insurance Ltd.; Elf Aquitaine Inc.; Elf Aquitaine Finance; VGF.